Seven Seas Worldwide - Terms & Conditions
British International Freight Association (Bifa) Standard
Trading Conditions 2005 Edition, © Bifa 2004
The Customer's
Attention Is Drawn To Specific Clauses Hereof Which Exclude Or
Limit The Company's Liability And Those Which Require The
Customer To Indemnify The Company In Certain Circumstances And
Those Which Limit Time Being Clauses 8, 10, 12-14 Inclusive,
18-20 Inclusive, And 24-27 Inclusive.
Insurance may only be
effected by the Company under clause 11(A) if so authorised by
the Financial Services Authority or its successor.
All
headings are indicative and do not form part of these
conditions.
DEFINITIONS AND APPLICATION
1. In these
conditions the following words shall have the following
meanings:-
"Company" the BIFA member trading under these conditions
"Consignee" the Person to whom the goods are consigned
"Customer" any Person at whose request or on whose behalf the
Company undertakes any business or provides advice, information
or services "Direct Representative" the Company acting in the
name of and on behalf of the Customer and/or Owner with H.M.
Revenue and Customs ("HMRC") as defined by Council Regulation
2193/92 or as amended "Goods" the cargo to which any business
under these conditions relates "Person" natural person(s) or any
body or bodies corporate "SDR" are Special Drawing Rights as
defined by the International Monetary Fund "Transport Unit"
packing case, pallets, container, trailer, tanker, or any other
device used whatsoever for and in connection with the carriage
of Goods by land, sea or air "Owner" the Owner of the Goods or
Transport Unit and any other Person who is or may become
interested in them
2. (A) Subject to sub-paragraph (B) below, all and any
activities of the Company in the course of business, whether
gratuitous or not, are undertaken subject to these conditions.
(B) If any legislation, to include regulations and directives,
is compulsorily applicable to any business undertaken, these
conditions shall, as regards such business, be read as subject
to such legislation, and nothing in these conditions shall be
construed as a surrender by the Company of any of its rights or
immunities or as an increase of any of its responsibilities or
liabilities under such legislation, and if any part of these
conditions be repugnant to such legislation to any extent, such
part shall as regards such business be overridden to that extent
and no further.
3. The Customer warrants that he is
either the Owner, or the authorised agent of the Owner and,
also, that he is accepting these conditions not only for
himself, but also as agent for and on behalf of the Owner.
THE COMPANY
4. (A) Subject to clauses 11 and 12 below, the
Company shall be entitled to procure any or all of the services
as an agent, or, to provide those services as a principal. (B)
The Company reserves to itself full liberty as to the means,
route and procedure to be followed in the performance of any
service provided in the course of business undertaken subject to
these conditions.
5. When the Company contracts as a
principal for any services, it shall have full liberty to
perform such services itself, or, to subcontract on any terms
whatsoever, the whole or any part of such services.
6. (A)
When the Company acts as an agent on behalf of the Customer, the
Company shall be entitled, and the Customer hereby expressly
authorises the Company, to enter into all and any contracts on
behalf of the Customer as may be necessary or desirable to
fulfill the Customer's instructions, and whether such contracts
are subject to the trading conditions of the parties with whom
such contracts are made, or otherwise. (B) The Company shall, on
demand by the Customer, provide evidence of any contract entered
into as agent for the Customer. Insofar as the Company may be in
default of the obligation to provide such evidence, it shall be
deemed to have contracted with the Customer as a principal for
the performance of the Customer's instructions.
7. In
all and any dealings with HMRC for and on behalf of the Customer
and/or Owner, the Company is deemed to be appointed, and acts
as, Direct Representative only.
8. (A) Subject to
sub-clause (B) Below,
The Company:
(i) has a general
lien on all Goods and documents relating to Goods in its
possession, custody or control for all sums due at any time to
the Company from the Customer and/or Owner on any account
whatsoever, whether relating to Goods belonging to, or services
provided by or on behalf of the Company to the Customer or
Owner. Storage charges shall continue to accrue on any Goods
detained under lien;
(ii) shall be entitled, on at least 28
days notice in writing to the Customer, to sell or dispose of or
deal with such Goods or documents as agent for, and at the
expense of, the Customer and apply the proceeds in or towards
the payment of such sums;
(iii) shall, upon accounting to
the Customer for any balance remaining after payment of any sum
due to the Company, and for the cost of sale and/or disposal
and/or dealing, be discharged of any liability whatsoever in
respect of the Goods or documents.
(B) When the Goods are liable to perish or deteriorate the
Company's right to sell or dispose of or deal with the Goods
shall arise immediately upon any sum becoming due to the
Company, subject only to the Company taking reasonable steps to
bring to the Customer's attention its intention to sell or
dispose of the Goods before doing so.
9. The Company
shall be entitled to retain and be paid all brokerages,
commissions, allowances and other remunerations customarily
retained by, or paid to, freight forwarders.
10. (A)
Should the Customer, Consignee or Owner of the Goods fail to
take delivery at the appointed time and place when and where the
company is entitled to deliver, the Company shall be entitled to
store the Goods, or any part thereof, at the sole risk of the
Customer or Consignee or Owner, whereupon the Company's
liability in respect of the Goods, or that part thereof, stored
as aforesaid, shall wholly cease. The Company's liability, if
any, in relation to such storage, shall be governed by these
conditions. All costs incurred by the Company as a result of the
failure to take delivery shall be deemed as freight earned, and
such costs shall, upon demand, be paid by the Customer.
(B)
The Company shall be entitled at the expense of the Customer to
dispose of or deal with (by sale or otherwise as may be
reasonable in all the circumstances):-
(i) after at least 28
days notice in writing to the Customer, or (where the Customer
cannot be traced and reasonable efforts have been made to
contact any parties who may reasonably be supposed by the
Company to have any interest in the Goods) without notice, any
Goods which have been held by the Company for 90 days and which
cannot be delivered as instructed; and
(ii) without prior
notice, any Goods which have perished, deteriorated, or altered,
or are in immediate prospect of doing so in a manner which has
caused or may reasonably be expected to cause loss or damage to
the Company, or third parties, or to contravene any applicable
laws or regulations.
11. (A) No insurance will be
effected except upon express instructions given in writing by
the Customer and accepted in writing by the Company, and all
insurances effected by the Company are subject to the usual
exceptions and conditions of the policies of the insurers or
underwriters taking the risk. Unless otherwise agreed in
writing, the Company shall not be under any obligation to affect
a separate insurance on the goods, but may declare it on any
open or general policy held by the Company.
(B) Insofar as
the Company agrees to effect insurance, the Company acts solely
as agent for the Customer, and the limits of liability under
clause 26(A) (ii) of these conditions shall not apply to the
Company's obligations under clause 11.
12. (A) Except
under special arrangements previously made in writing by an
officer of the Company so authorised, or made pursuant to or
under the terms of a printed document signed by the Company, any
instructions relating to the delivery or release of the Goods in
specified circumstances (such as, but not limited to, against
payment or against surrender of a particular document) are
accepted by the Company, where the Company has to engage third
parties to effect compliance with the instructions, only as
agents for the Customer.
(B) Despite the acceptance by the
Company of instructions from the Customer to collect freight,
duties, charges, dues, or other expenses from the Consignee, or
any other Person, on receipt of evidence of proper demand by the
Company, and, in the absence of evidence of payment (for
whatever reason) by such Consignee, or other Person, the
Customer shall remain responsible for such freight, duties,
charges, dues, or other expenses.
(C) The Company shall not
be under any liability in respect of such arrangements as are
referred to under sub-clause (A) and (B) hereof save where such
arrangements are made in writing, and in any event, the
Company's liability in respect of the performance of, or
arranging the performance of, such instructions shall not exceed
the limits set out in clause 26(A) (ii) of these conditions.
13. Advice and information, in whatever form it may be given, is
provided by the Company for the Customer only. The Customer
shall indemnify the Company against all loss and damage suffered
as a consequence of passing such advice or information on to any
third party.
14. Without prior agreement in writing by an officer of the
Company so authorised, the Company will not accept or deal with
Goods that require special handling regarding carriage,
handling, or security whether owing to their thief attractive
nature or otherwise including, but not limited to bullion, coin,
precious stones, jewellery, valuables, antiques, pictures, human
remains, livestock, pets, plants. Should any Customer
nevertheless deliver any such goods to the Company, or cause the
Company to handle or deal with any such goods, otherwise than
under such prior agreement, the Company shall have no liability
whatsoever for or in connection with the goods, howsoever
arising.
15. Except pursuant to instructions previously
received in writing and accepted in writing by the Company, the
Company will not accept or deal with Goods of a dangerous or
damaging nature, nor with Goods likely to harbour or encourage
vermin or other pests, nor with Goods liable to taint or affect
other Goods. If such Goods are accepted pursuant to a special
arrangement, but, thereafter, and in the opinion of the Company,
constitute a risk to other goods, property, life or health, the
Company shall, where reasonably practicable, contact the
Customer in order to require him to remove or otherwise deal
with the goods, but reserves the right, in any event, to do so
at the expense of the Customer.
16. Where there is a
choice of rates according to the extent or degree of the
liability assumed by the Company and/or third parties, no
declaration of value will be made and/or treated as having been
made except under special arrangements previously made in
writing by an officer of the Company so authorised as referred
to in clause 26(D).
THE CUSTOMER
17. The Customer
warrants:
(A) (i) that the description and particulars of
any Goods or information furnished, or services required, by or
on behalf of the Customer are full and accurate, and
(ii)
that any Transport Unit and/or equipment supplied by the
Customer in relation to the performance of any requested service
is fit for purpose, and
(B) that all Goods have been
properly and sufficiently prepared, packed, stowed, labelled
and/or marked, and that the preparation, packing, stowage,
labelling and marking are appropriate to any operations or
transactions affecting the Goods and the characteristics of the
Goods.
(C) that where the Company receives the Goods from
the Customer already stowed in or on a Transport Unit, the
Transport Unit is in good condition, and is suitable for the
carriage to the intended destination of the Goods loaded
therein, or thereon, and
(D) that where the Company provides
the Transport Unit, on loading by the Customer, the Transport
Unit is in good condition, and is suitable for the carriage to
the intended destination of the Goods loaded therein, or
thereon.
18. Without prejudice to any rights under
clause 15, where the Customer delivers to the Company, or causes
the Company to deal with or handle Goods of a dangerous or
damaging nature, or Goods likely to harbour or encourage vermin
or other pests, or Goods liable to taint or affect other goods,
whether declared to the Company or not, he shall be liable for
all loss or damage arising in connection with such Goods, and
shall indemnify the Company against all penalties, claims,
damages, costs and expenses whatsoever arising in connection
therewith, and the Goods may be dealt with in such manner as the
Company, or any other person in whose custody they may be at any
relevant time, shall think fit.
19. The Customer
undertakes that no claim shall be made against any director,
servant, or employee of the Company which imposes, or attempts
to impose, upon them any liability in connection with any
services which are the subject of these conditions, and, if any
such claim should nevertheless be made, to indemnify the Company
against all consequences thereof.
20. The Customer shall
save harmless and keep the Company indemnified from and
against:-
(A) all liability, loss, damage, costs and
expenses whatsoever (including, without prejudice to the
generality of the foregoing, all duties, taxes, imposts, levies,
deposits and outlays of whatsoever nature levied by any
authority in relation to the Goods) arising out of the Company
acting in accordance with the Customer's instructions, or
arising from any breach by the Customer of any warranty
contained in these conditions, or from the negligence of the
Customer, and
(B) without derogation from sub-clause (A)
above, any liability assumed, or incurred by the Company when,
by reason of carrying out the Customer's instructions, the
Company has become liable to any other party, and
(C) all
claims, costs and demands whatsoever and by whomsoever made or
preferred, in excess of the liability of the Company under the
terms of these conditions, regardless of whether such claims,
costs, and/or demands arise from, or in connection with, the
breach of contract, negligence or breach of duty of the Company,
its servants, sub-contractors or agents, and
(D) any claims
of a general average nature which may be made on the Company.
21. (A) The Customer shall pay to the Company in cash, or as
otherwise agreed, all sums when due, immediately and without
reduction or deferment on account of any claim, counterclaim or
set-off.
(B) The Late Payment of Commercial Debts (Interest)
Act 1998, as amended, shall apply to all sums due from the
Customer
22. Where liability arises in respect of claims
of a general average nature in connection with the Goods, the
Customer shall promptly provide security to the Company, or to
any other party designated by the Company, in a form acceptable
to the Company.
LIABILITY AND LIMITATION
23. The
Company shall perform its duties with a reasonable degree of
care, diligence, skill and judgment.
24. The Company
shall be relieved of liability for any loss or damage if, and to
the extent that, such loss or damage is caused by:-
(A)
strike, lock-out, stoppage or restraint of labour, the
consequences of which the Company is unable to avoid by the
exercise of reasonable diligence; or
(B) any cause or event
which the Company is unable to avoid, and the consequences of
which the company is unable to prevent by the exercise of
reasonable diligence.
25. Except under special
arrangements previously made in writing by an officer of the
Company so authorised, the Company accepts no responsibility
with regard to any failure to adhere to agreed departure or
arrival dates of Goods.
26. (A) Subject to clause 2(B)
and 11(B) above and sub-clause (D) below, the Company's
liability howsoever arising and, notwithstanding that the cause
of loss or damage be unexplained, shall not exceed
(i) in
the case of claims for loss or damage to Goods: (a) the value of
any loss or damage, or (b) a sum at the rate of 2 SDR per kilo
of the gross weight of any Goods lost or damaged. Whichever
shall be the lower.
(ii) Subject to
(iii) Below, in the
case of all other claims: (a) The value of the subject Goods of
the relevant transaction between the Company and its Customer,
or (b) Where the weight can be defined, a sum calculated at the
rate of two SDR per kilo of the gross weight of the subject
Goods of the said transaction, or (c) 75,000 SDR in respect of
any one transaction, Whichever shall be the least.
(iii) In
the case of an error and/or omission, or a series of errors
and/or omissions which are repetitions of or represent the
continuation of an original error, and/or omission (a) the loss
incurred, or (b) 75,000 SDR in the aggregate of any one trading
year commencing from the time of the making of the original
error, and/or omission, Whichever shall be the lower. For the
purposes of clause 26(A), the value of the Goods shall be their
value when they were, or should have been, shipped. The value of
SDR shall be calculated as at the date when the claim is
received by the Company in writing.
(B) Subject to clause
2(B) above and sub-clause (D) below, the Company's liability for
loss or damage as a result of failure to deliver, or arrange
delivery of goods, in a reasonable time, or (where there is a
special arrangement under Clause 25) to adhere to agreed
departure or arrival dates, shall not in any circumstances
whatever exceed a sum equal to twice the amount of the Company's
charges in respect of the relevant contract.
(C) Save in
respect of such loss or damage as is referred to at sub-clause
(B), and subject to clause 2(B) above and Sub-Clause (D) below,
the Company shall not in any circumstances whatsoever be liable
for indirect or consequential loss such as (but not limited to)
loss of profit, loss of market, or the consequences of delay or
deviation, however caused.
(D) On express instructions in
writing declaring the commodity and its value, received from the
Customer and accepted by the Company, the Company may accept
liability in excess of the limits set out in sub-clauses (A) to
(C) above upon the Customer agreeing to pay the Company's
additional charges for accepting such increased liability.
Details of the Company's additional charges will be provided
upon request.
27. (A) Any claim by the Customer against
the Company arising in respect of any service provided for the
Customer, or which the Company has undertaken to provide, shall
be made in writing and notified to the Company within 14 days of
the date upon which the Customer became, or ought reasonably to
have become, aware of any event or occurrence alleged to give
rise to such claim, and any claim not made and notified as
aforesaid shall be deemed to be waived and absolutely barred,
except where the Customer can show that it was impossible for
him to comply with this time limit, and that he has made the
claim as soon as it was reasonably possible for him to do so.
(B) Notwithstanding the provisions of sub-paragraph (A) above,
the Company shall in any event be discharged of all liability
whatsoever and howsoever arising in respect of any service
provided for the Customer, or which the Company has undertaken
to provide, unless suit be brought and written notice thereof
given to the Company within nine months from the date of the
event or occurrence alleged to give rise to a cause of action
against the Company.
JURISDICTION AND LAW
28. These
conditions and any act or contract to which they apply shall be
governed by English law and any dispute arising out of any act
or contract to which these Conditions apply shall be subject to
the exclusive jurisdiction of the English courts.
29. Please
note that any calls to any of our call centres will be recorded
for training and quality assurance purposes.