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Standard B/L Terms and
Conditions |
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Definitions: |
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1 |
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Quasar Logistics Inc. (QLI)
includes 'QLI' agents, servants or other persons acting on their behalf
unless a contrary intention appears below. |
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2 |
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Merchant'/'Shipper' means any
company, partnership or individual contracting with 'QLI' for the provision
of services, advise, information or any other business and includes any
shipper, consignee, trader, receiver, endorsee or holder of any waybill of lading
by way of pledge or otherwise, or any person entitled to take possession of
delivery of the goods, or their agent, broker, servants or other persons
acting on their behalf. |
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3 |
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Shipment' includes the entirety
of the time when the goods are within the custody or control of 'QLI' and
includes the warranty made by the 'Merchant' as to the nature of the 'Goods'. |
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4 |
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Goods' includes goods, wares,
merchandise and articles of every kind whatsoever received from the
'Merchant' and includes any container package not supplied by or on behalf of
'QLI'. |
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5 |
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Effective delivery' shall be
deemed to take place at the time when the 'Goods" are placed at the
disposal of the 'Merchant' notwithstanding that the final place of delivery
is elsewhere. |
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6 |
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The headings set out below are
for ease of reference only. It is hereby agreed between 'QLI' and the
'Merchant' that the following shall apply in all cases. |
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B/L Terms and Conditions |
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1- |
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Applicability
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1.1. The terms and conditions
herein stated shall (except as may be otherwise specifically provided herein)
govern throughout the entire time the 'Goods' are in the custody of 'QLI'.
'QLI' shall not be liable in any capacity whatsoever for any delay, non-delivery
or miss-delivery or loss of or damage to the goods occurring while the goods
are not in its actual custody. |
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2- |
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Contractual
Basis |
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2.1- All activities and
services of 'QLI' rendered in the course of its business or otherwise are
undertaken strictly subject to these standard trading terms and conditions.
Unless agreed or stated otherwise herein 'QLI' undertakes to perform or to
procure the performance of the agreed services. Should the services include
the movement of 'Goods', 'QLI' agrees to perform or procure the entire
transport from the place at which the 'Goods' are put or delivered into the
custody or control of 'QLI' to
the place of 'Effective Delivery' whichever occurs first. |
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3- |
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Negotiability and Title of the
'Goods' |
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3.1- Any waybill of lading
issued by 'QLI' in performance of its obligations shall be deemed to be
negotiable, unless marked 'non-negotiable'. |
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3.2- By accepting any waybill
of lading, the 'Merchant' agrees with 'QLI' that the terms and conditions of
the waybill of lading shall constitute both the governing contract and title
to the 'Goods' and the holder by endorsement shall be entitled to receive or
transfer the 'Goods' therein mentioned (unless the waybill of lading is
marked 'non-negotiable'). |
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4- |
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Dangerous Goods and Indemnity |
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4.1- When the 'Merchant' hands
to 'QLI' goods which are of a dangerous or hazardous nature, 'Merchant' shall
inform 'QLI' of the exact nature of the danger and indicate if necessary, the
precautions to be taken. 'Goods' of a dangerous nature which 'QLI' did not
know were dangerous may, at any time or place, be unloaded or rendered
harmless, without liability or compensation, and the 'Merchant' shall be
liable for all expenses, loss or damage arising out of their handling over
such 'Goods' to 'QLI' for carriage, storage or otherwise. |
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5- |
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Merchant
Packing |
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5.1- Without prejudice to
clause seven (7) below, the 'Merchant' shall be liable for any loss, damage,
or injury and extra costs caused by faulty or insufficient packing or
labeling or export marking or handling marks of 'Goods' or faulty loading or
packing within containers or export packages when such loading or packaging
has been performed by 'Merchant' or on behalf of 'Merchant'. |
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6- |
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Extent
of Liability |
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6.1- 'QLI' shall only be liable
for loss and damage to the 'Goods' occurring between the time when 'QLI'
receives the goods into their charge and the time of 'Effective Delivery'. |
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6.2- 'QLI' shall however, be
relieved of all liability for any loss or damage if such loss or damage arose
or resulted from: |
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6.2.1 An act or omission of the
'Merchant', his servant, agent or representative; |
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6.2.2 Fire unless caused by the
actual fault or privities of 'QLI'; |
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6.2.3 Perils, dangers or
accidents; |
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6.2.4 An act of God, war or
public enemies; |
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6.2.5 An arrest or restraint of
Princes, Rulers or People or seizure under legal process; |
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6.2.6 Wastage in bulk or weight
or any other loss arising from inherent defect, quality or vice of the
'Goods'; |
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6.2.7 Riots and or civil
commotions; |
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6.2.8 Strikes or Lockouts or
stoppage or restraint of labor from whatever cause whether partial or
general; |
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6.2.9 Latent defects not
discoverable by diligence including but not limited to any breakdown in any
power or heating or refrigerating units involved in the shipment; |
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6.2.10 Any other cause or
event(s), which 'QLI' could not avoid, and the consequences whereof 'QLI'
could not prevent by exercise of reasonable diligence; |
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6.3- Where under paragraph 6.2
above 'QLI' is not responsible for some of the factors causing loss and or
damage, 'QLI' shall be liable to the extent that those factors for which it
is liable under this clause has contributed to the loss or damage. |
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6.4- The burden of proving that
the loss or damage was due to one or more of the causes or events named in
6.2 above ( 2.1/ 2.10 ) shall rest upon 'QLI'. The cost of proving the causes
is for the account of the 'Goods'. |
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6.5- No claim of any kind shall
be made against any servant of 'QLI' nor shall any claim be made against any
holding, subsidiary or associated company of 'QLI'. When 'QLI' establishes
that in the circumstances of the cause, the loss or damage should be attributed
to one or more of the causes, or events specified in 6.2.1 / 2.10 above, it
shall be presumed that it was so caused. The 'Merchant shall, however be
entitled to prove that the loss or damage was not, in fact, caused either
wholly or partly by one or more of these causes or events. |
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Force Majeure |
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Force Majeure- If, at any time,
the performance of the contract between 'QLI' and the 'Merchant' is, or is
likely to be affected by any of the following matters or events (whether
existing or anticipated). |
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7.1- Ice, weather, war,
hostilities, blockade, interdiction, quarantine, strikes, lockout or labor
troubles (whether 'QLI' or his servant or agent are or likely to be parties
thereof or not), civil commotion's, riots or any other disturbances,
epidemic, fever or other illness, route /port congestion; obstructions, or
any other cause whatsoever beyond 'QLI's control or knowledge, or shall be
considered by 'QLI' and/or the carrier its agent (whose decision shall be absolute and binding on all
parties) to be unsafe or likely to prejudice the interests of the carrying aircraft or ship, then
the ''Goods' may at 'QLI' s option whether or not transport has commenced
without notice to the 'Merchant' and treat the performance of the contract as
terminated and place the 'Goods' or any part of them at the 'Merchants'
disposal at any place or port which 'QLI' may deem safe and or convenient. |
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The responsibility of 'QLI' in respect of such goods shall
cease upon discharge from vessel.. 'QLI' shall nevertheless be entitled to
any payment prescribed under the contract including full freight and charges
on 'Goods' received for transportation and the 'Merchant' shall pay any
additional costs of carriage to and delivery and storage at such place or
port. 'QLI' will so far a practicable give immediate notice of such
termination to the 'Merchant' but shall incur no liability for failure to do
so. |
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7.2- Wholly or in part impeded
or impossible within the context of clause 7.1 above 'QLI' shall take
reasonable steps to inform the 'Merchant' (if practicable) of the
circumstances and seek further instructions and seek reasonable and feasible
resolution. |
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Limitation
Amount |
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'Goods' - 'QLI' shall not be
liable in any event and in any case for any loss of or damage to or in
connection with the 'Goods' in any amount exceeding $500.00 United States of America dollars (U.S.D.) or such
other amount as may be prescribed by statute relative to the contract, per
package or container, or export packages, or in the case of 'Goods' not
shipped or stored in packages, containers or packages, per customary freight
units, unless the nature of the 'Goods' and evaluation thereof are higher
than U.S.D $500.00 or such other amount as may be appropriate is declared in
writing by the 'Merchant' on or prior to delivery to 'QLI' and an extra
charges or freight paid thereon as required by 'QLI' to obtain the benefit of
such higher valuation. Partial losses shall be adjusted pro-rata on basis of
the valuation agreed to herein. |
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Personal Injury, and Death of
Third Party Claims |
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'QLI' shall not be liable in any event and in any case for
any physical or mental injury or death or any third party claim in any amount
exceeding U.S.D.$500,000.00 for each accident or occurrence. |
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Delays, Consequential Loss |
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The time for the performance of
the contract is not to be considered of the essence and is not guaranteed by
'QLI'. If 'QLI' is however held liable in respect of delay, consequential
loss and damage other than loss of or damage to the 'Goods', the liability of
'QLI' shall be limited either to twice the amount of the remuneration payable
to 'QLI' by the 'Merchant' in respect of each service rendered, or to the
value of the 'Goods' as determined by local market forces, whichever is less. |
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Defenses |
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The defenses and limits of
liability provided for hereunder shall apply in any action against 'QLI' for
loss or damage whether the action is founded in contract or in tort. |
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Liability of Servants and
Sub-Contractors |
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Notwithstanding the provisions of
clause 6.5 above which are herewith repeated, if any action for loss of or
damage to the 'Goods' is brought against any agent employee or representative
of 'QLI', such agent employee or representative shall be entitled to avail
him/her-self of the defenses and limits of liability which 'QLI' entitled to
invoke under these 'Standard Trading Terms and Conditions'. 'QLI' shall be
deemed to be acting as agent or trustee on behalf of such agent, employee or
representative when entering into the contract evidenced by these 'Standard
Trading Conditions' and as such agents, employees or representatives shall to
this extent be or deemed to be parties to the contract as evidenced by these
conditions. |
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Method and Route of
Transportation |
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'QLI' reserves to itself liberty as to the means,
geographical route and procedure to be followed in the handling, storage and
transportation of the 'Goods'. The exercise of any liberty under this clause
form part of the agreed transport and or services and or shipment. Such
liberty shall include but not be limited to the right to transship 'Goods'
from the intended aircraft or ship to another ship or transport unit or
aircraft(s) for completion of any sea or inland carriage .If any extra or
further unforeseen costs, expenses or charges are incurred by 'QLI' as a
result of the exercise of any liberties hereunder, 'QLI' shall have the right
to recover same from the 'Merchant' including the costs and expenses of
recovery. |
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Packing
and Deck Cargo |
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14.1- The 'Goods' may be packed
and stored by 'QLI' in containers or export packages. |
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14.2- 'Goods' whether or not
packed in containers, may be carried on deck or under deck on and caring ship
or aircraft without notice to the 'Merchant'. All such 'Goods' whether
carried on or under deck, shall participate in general average and shall be deemed
to be within the definition of 'Goods' for the purposes of 'COGSA'. |
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Delivery |
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15.1 If delivery of the 'Goods'
or any part thereof is not taken by the 'Merchant' at the time and place when
and where the 'Merchant' is to take delivery thereof, 'QLI' shall be entitled
to land and or store the 'Goods' at the sole risk of the 'Merchant, whereupon
the liability of 'QLI' in respect of the goods shall cease and the cost of
such storage (if paid by or payable by 'QLI' or any agent or sub-contractor
of 'QLI') shall forthwith upon
demand be paid by the 'Merchant' to 'QLI' without discount. |
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Charges
and Freight |
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16.1 All charges due 'QLI' from
the 'Merchant' are to be paid in cash without discount in the currency of
this contract and, whether pre-payable or payable at destination or
completion of service(s), shall be deemed earned on receipt of the 'Goods' by
'QLI' and shall not be returned or relinquished in any event until all
charges have been satisfied. |
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16.2- All insurance's, dues,
taxes charges, fines or other expenses in connection with the 'Goods' shall
be paid by the 'Merchant'. If 'QLI' shall make any payment it shall be solely
be as the 'Merchant's agent and not otherwise and the 'Merchant' shall fully
reimburse 'QLI' forthwith upon demand for such payment together with 'QLI' s
costs and expenses relating thereof. |
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16.3- The 'Merchant' shall
reimburse 'QLI' in proportion to the payment due 'QLI' for any costs for
deviation or delay or any other increase of costs for whatsoever nature
caused or contributed to by war, warlike operations, epidemics, strikes,
government directions or other matters or events referred to in clause 7
above. |
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16.4- Interest of five (5)
percent per 30 days shall accrue from the date when freight and charges are
due. Interest shall be
compounded and totally payable in full along with other freight charges and
debits. |
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16.5- 'QLI' is entitled in case
of incorrect declaration of contents, weights, measurement or value of the
'Goods' to claim double the amount of freight which have been due if such
declaration had been correctly given by the 'Merchant'. The right to ascertaining
the actual facts by 'QLI' is reserved as is the right to obtain from the
"Merchant' the original invoice and to have the contents inspected and
the weight, measurement or value verified. The cost of this independent service with its costs for
this verification for the account of the 'Merchant'. |
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Demurrage |
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17.1-
In the event of any sea container(s) or containers or packages carriage by
sea, 'QLI' allows five (5) free
days from the date of arrival of the carrying ship or aircraft at the port of
discharge for the return of the containers to the place nominated by 'QLI'
after which demurrage will be charged at US $15.00 per day per container or
pro-rata .The 'Merchant' shall pay demurrage on the container in accordance
with the terms and conditions of 'QLI's agent for the B/L or aircraft. Such
terms and conditions are incorporated herein by reference and can be obtained
direct from 'QLI's agent or aircraft agent. All other expenses, costs and storage charges shall be for
the account of the 'Merchant'. |
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17.2- In the event of any break
bulk cargo by sea, 'QLI' allows an agreed to free time (dispatch) as
indicated in the booking note (B/N) / waybill of lading contract. If after the 'Notice of Readiness'
(NOR) is tendered to the 'Merchant' the cargo is not loaded /unloaded within
the free time /dispatch agreed, regardless of any delay awaiting for berth at
or off port or awaiting customs clearance 'QLI' shall assess demurrage per
the agreed schedule. |
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Lien |
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18.1- 'QLI' shall have a lien
on the 'Goods' and any documents relating thereof for any charges or any
amount due under the contract, or any waybill of lading including freight,
demurrage, extra costs, charges, storage fees, salvage and general average contribution
including special charges and for the cost of recovering the same and 'QLI' can enforce such lien in any
reasonable manner which it deems fit without
notice to the 'Merchant'. |
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Merchant's Warranties and
Indemnities |
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19.1- The 'Merchant' warrants and undertakes: |
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19.1.1- That it is competent
and has reasonable knowledge of matters
affecting the conduct of its business including 'QLI' s Terms and
Conditions of sale and or purchase and all matters thereto; |
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19.1.2- That it shall give
sufficient and executable instructions to 'QLI' ; |
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19.1.3- That it is the owner of the 'Goods' or
authorized agent of the owner and that it accepts the 'Standard Trading Terms
and Conditions' not only for itself but also as agent for and on behalf of
the owner of the 'Goods' ; |
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19.1.4- That the description
and particulars of any 'Goods' furnished by or on behalf of the 'Merchant'
are full and accurate - uberrimae fidei ; |
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19.2- 'Merchant' shall at all times and forthwith upon
demand indemnifies 'QLI' against any/all loss ,liability, damage ,cost and
expense( incurred or to be incurred) arising from or out of : |
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19.2.1- Any breach of any
warranty or undertaking given by the 'Merchant' herein ; |
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19.2.3- Or the negligence of the 'Merchant' ; |
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19.2.4- Or all claims ,costs
and demands in excess of the liability of 'QLI' herein and without prejudice
to the generality of this sub-clause ,this indemnity shall include all claims
, costs and demands arising from or in connection with the negligence of or
breach of the 'Merchant', its servants, sub-contractors and or agent(s). A sub-contractor
includes direct or indirect sub-contractors and their respective servants and
agents, and agents include sub-agents and their respective servants and
agents. |
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Both
to Blame Clause |
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20.1- In the case of any
carriage by sea, if the carrying aircraft /ship comes into collision with
another ship as a result of negligence of the other ship and any act, neglect
or default in the navigation or the management of the carrying ship /aircraft,
to pay 'QLI' as trustee for the owners or where 'QLI' is not the owner or in
possession of the carrying ship, to pay 'QLI' as trustee for the owners and
or demise charter of the carrying ship a sum sufficient to indemnify 'QLI'
and/or the owner and/or the demise charterers of the carrying ship against all loss or liability to the
other or the non-carrying ship or her owners insofar as such loss or
liability represents loss of or damage to, or any claim whatsoever of the
'Merchant' and set-off recouped or recovered by the other or non-carrying
ship or her owner as part of their claim against the carrying ship or her
owners or demise charterers of 'QLI'. The forgoing provision shall apply
where the owners, operators, or those in charge on any ship or ships or
objects, other than, or in addition to, the colliding ship or objects, are at
fault in respect of a collision, contract, stranding or other accident. |
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New
Jason Clause |
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In the event of any carriage by
sea the following provisions shall apply: |
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21.1- In the event of accident,
damage or disaster before or after the commencement of the sea, inland water
transport, resulting from any cause whatsoever, whether due to negligence or
not, for which or for the consequence of which 'QLI' is not responsible, by
statute, contract or otherwise, to the 'Goods', the 'Merchant' shall jointly
and severely contribute with 'QLI' in general average to payment of and
sacrifices, losses or expenses of a general average nature that may be made
or incurred and shall pay salvage and special charges incurred in respect to
the 'Goods'. |
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21.2- If the salving ship is
owned or operated by the owners/operators of the salved ship and/or 'QLI',
salvage shall be paid for as fully as if said salving ship belonged to a
third party or strangers. |
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General
Average |
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22.1- In the case of any
carriage by sea the 'Merchant' shall indemnify 'QLI' in respect of any claim
of a general average nature which may be made on him and shall provide
security as may be required by 'QLI' in this connection. General Average shall be adjusted to
the York-Antwerp Rules 1974. Adjustment shall be prepared at such port as
shall be selected by 'QLI'. |
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Variation of The Contract |
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23.1- Notwithstanding the
definition of 'QLI' above, no servant or agent of 'QLI' shall have the power
to waive or vary any of the 'Standard Trading Conditions' unless such or
variation is in writing and has been specifically authorized or ratified in
writing by Quasar Logistics, Inc. (QLI) alone and no others. |
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Notice |
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24.1- Unless notice of loss of
or damage to the 'Goods' and the general nature of it has been given in
writing to 'QLI' or the person referred to in paragraph 6.3 of clause 6
above, at the place of 'Effective Delivery' before or at the time of removal
of the 'Goods' into the custody of the person entitled to delivery thereof
under the waybill of lading, or if the loss or damage is not apparent within
three (3) working days thereafter, then such removal shall be prima facie
evidence of the correct delivery by 'QLI' of the 'Goods' . |
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Time Bar |
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25.1-
'QLI' shall be discharged from all liability unless suit is brought within
twelve (12) calendar months from the date of 'Effective Delivery' of the
'Goods'. In the case of non-delivery of the 'Goods' the period shall begin to
run from the date when the 'Goods' should have been delivered but in any
event shall be brought no later than fourteen (14) months from the date of
the delivery of the 'Goods' shipped by 'QLI'. |
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Validity |
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26.1-In the event that anything
herein contained is inconsistent with any applicable international convention
or national law which can not be departed from by private contract, the
provisions hereof shall be to the extent of such inconsistency but no further
be null and void. |
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Jurisdiction
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27.1 Any disputes arising under
these 'Standard B/L Terms and Conditions' not resolved within 30 calendar
days of dispute notification by mutual conciliation shall be decided by
arbitration in accordance with the Society of Maritime Arbitrators, Inc.'(SMA),
30 Broad Street, New York, New York 10004, facsimile 212-344-2402 telephone
212-344-2400. The rules and proceedings of the SMA are to apply only. |
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27.2 Any disputes shall be
referred to a single arbitrator to be appointed by both parties (The
'Merchant' and 'QLI') hereto. |
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27.3 Federal Maritime Law of
The United States of America to apply. |
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27.4
If both parties cannot agree upon a single arbitrator within 60 calendar days
of the dispute notice to each party, the dispute shall be settled by three
arbitrators, each party to appoint one arbitrator, the third designated the
Umpire shall be appointed by the two arbitrators so chosen. |
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27.4.1 No lawyers allowed. Only commercial people with a minimum
of fifteen (15) years maritime experience are to be arbitrators and members
in good standing of the SMA. |
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