General Terms and Conditions

(Limitation and exclusion of liability provisions at clauses 15 to 18 herein)

1. Definitions
   1. The following defined terms shall have the following meaning when used herein:
      Applicable Law Any and all international conventions, laws, rules, regulations, requirements, and other enactments applicable to these Conditions or to the Services.
      Authority(ies) means any government, federal, state, municipality, local or any other authority, body or official competent to impose regulatory or administrative power or control.
      Change Control A situation where:
      (a) one person (legal or natural) acquires shares in the Customer or a parent company of the Customer with the consequence that this person afterwards owns more than 50% of the shares or the voting rights in the Customer;
      (b) a merger or consolidation occurs by which the Customer is consolidated with a third party or is subsumed by a third party; or
      (c) a significant part of the assets of the Customer is sold or transferred to a third party.
      Charges Any and all freight, storage charges or any other fees, dues or charges applied by, and payable to the Company for the Services (including applicable tax).
      Company INTEGRATED SERVICE SOLUTIONS GLOBAL FORWARDING (ISS-GF Group), and all its parents, affiliates, subsidiaries.
      Conditions The Company’s General Terms and Conditions contained herein, available at https://iss-globalforwarding.com/ , as may be amended from time to time by the Company at its sole discretion.
      Consignee The person (legal or natural) whose name appears on a Transport Document, as the party to whom given Goods are to be delivered by the Company.
      Controlled Goods Any Goods that require temperature and/or atmosphere control, or that require special or unusual handling.
      Custody The period from which the Goods are physically handed over to and accepted by the Company, until the time of their Delivery.
      Custom Duties Any and all custom duties, taxes or other regulatory charges required under Applicable Law.
      Customer Any person (legal or natural) to whom the Company agrees to provide Services, including but not limited to the Shipper, the Consignee, the owner of any Goods, or any other person (legal or natural) entitled to possession of, or otherwise claiming a right over or an interest in, any Goods.
      Dangerous Goods Goods that are or may become dangerous, hazardous, noxious (including radioactive materials), inflammable, explosive or which are or may become liable to damage any property, or injure or cause the death of any person.
      Delivery Delivery occurs upon:
      (a) the transfer of physical possession of a consignment of Goods to a Customer or its agent; or
      (b) the Company dealing with a consignment of Goods as provided for under Clause ‎13.3.
      Failed Delivery Where the Company, in its reasonable opinion, is unable to deliver Goods or arrange for Goods to be delivered to the relevant Customer for reasons not attributable to the Company, including but not limited to where: (i) the relevant Customer does not take delivery of the relevant Goods for any reason whatsoever (including for refusing to pay custom duties or other shipment charges); or (ii) where the relevant Goods cannot be delivered due to insufficient or incorrect information, inappropriate marking or inappropriate packaging.
      Goods Any documents, parcels, product, good, merchandise, cargo, or article of any kind whatsoever which is the subject of the Services.
      Prohibited Goods Goods that are illegal, or the transport of which is unlawful, under Applicable Law, as well as those Goods that are prohibited by the IATA (International Air Transport Association), the ICAO (International Civil Aviation Organisation), or any other relevant government department or organisation.
      SDR Special Drawing Rights as defined and maintained by the International Monetary Fund.
      Security Deposit The amount of deposit to be determined and as may be requested from time to time by the Company, at its discretion, pursuant to Clause ‎10.
      Service(s) Any and all service or advice provided by the Company to a Customer, whether gratuitously or not, including but not limited to carriage, storage, custom clearance or agency services, or a combination of any of the aforementioned.
      Shipper (Which is equivalent to the term “consignor”). The person (legal or natural) whose name appears on a Transport Document, as the party contracting with the Company for the carriage of Goods.
      Transport Document In respect of given Goods, a document issued by or on behalf of the Company evidencing or constituting the relevant contract of carriage, including any air waybill, bill of lading, consignment note or other similar transport document (in each case, whether issued in paper or in electronic form).
      Website https://iss-globalforwarding.com/
2. General conditions
   1. Unless expressly agreed in writing by the Company, and subject to clause 2.4, any and all Services by the Company are always subject to these Conditions, and to any related operating rules and policies that are published from time to time by the Company on the Website. Unless otherwise agreed in writing with the Company, receipt of any Services by a Customer will be deemed as acceptance of these Conditions. No agent or employee of the Company, aside for the Company’s authorised signatories, directors, or managers, has the Company’s authority to waive or vary these Conditions.
      
   2. Notwithstanding these Conditions, the Company shall have the benefit of all the rights, immunities, defences, exceptions, and limitations contained in any Applicable Law.
      
   3. These conditions shall supersede, without exception, any and all of the Customer’s general terms and conditions, conditions of quotation, acceptance terms, and purchase notes, even if they stipulate the opposite. The Customer’s request for Services automatically entails the waiver of the Customer’s own terms and conditions
      
   4. Where there is a conflict between these Conditions and any other contractual instrument applicable between the Company and a Customer, the conflict shall be resolved in accordance with the following order of precedence:
      (a) any Transport Document that may have been issued by the Company or any of its subsidiaries;
      (b) any specific and written commercial agreement between the Customer and the Company in relation to the Services; and
      (c) these Conditions.
3. Agent or principal contractor
   1. Subject to these Conditions, the Company may provide Services as agent on behalf of the Customer, or as principal contractor.
   2. When acting as an agent, the Company acts on behalf of the Customer in securing services by establishing contracts with third parties so that direct contractual relationships are established between the Customer and such third parties.
   3. In particular, the Company acts as the agent of the Customer including when performing duties in connection with the entry and release of Goods, post entry Services, the securing of export licenses, the filing of export and security documentation on behalf of the Customer and other dealings with government agencies, arrangement of contracts with carriers, forwarders, customs agents, warehousing companies for the account of or in the name of Customer and other parties pursuant to the instructions of Customers.
   4. Where clauses ‎3.2 and ‎3.3 do not apply, the Company acts as an independent contractor
   5. When acting as agents for the Customer, the Company has authority to enter into any contracts on behalf of the Customer, which the Company, in its absolute discretion, believes are necessary for the performance of the Services and/or to carry out the Customer’s instructions.
4. Service requests
   1. Each time a Customer requires a Service, it shall complete and provide to the Company a service request, in the form required by the Company (if applicable), detailing the Service required, and providing all relevant details relating to the nature, type, condition, specifications, origin, quantity and volume of the Goods forming part of the request.
   2. Whether or not to accept the provision of a requested Service is always at the Company’s discretion.
5. Warranties
   1. In relation to any Services to be provided by the Company, the Customer warrants that at all times it will:
      (a) comply with and act in accordance with all Applicable Laws;
      (b) provide to the Company in good time and in advance all documentation and information necessary for the Company to provide the Services in a timely manner, including but not limited to (as applicable) relevant Goods’ description and delivery coordinates, special requirements including with regards to the handling, packaging or storage of the Goods, and desired timings for performance of the Services; and
      (c) cooperate with all Authorities as may be reasonably required on all matters relating to the provision of the Services.
   2. The Customer further warrants that:
      (a) all information provided by or on behalf of the Customer in relation to the Services or to the Goods shall be complete and accurate. Where such information is provided by means of Electronic Data Interchange (EDI), it is the responsibility of the Customer and of the Customer’s agent to verify the accuracy and completeness of the information transmitted. The Customer alone shall bear any and all responsibility and liability arising out of or in connection with incorrect, incomplete, inapplicable or late information;
      (b) all equipment and other materials provided by the Customer in relation to or for the purposes of the performance of the Services are fully fit for purpose and in good condition;
      (c) all Goods are and will remain in compliance with Applicable Law, are fit for safe carriage, storage and/or handling by the Company, and are capable of being identified as required for the performance of the Services by the Company;
      (d) except where Goods packaging forms part of the Services, all Goods have been properly and sufficiently packed and/or prepared by the Customer so as to ensure that they can be carried safely with ordinary care in handling and so as not to injure or damage any persons or property;
      (e) it is the owner of the Goods or acting as authorised agent of the owner of the Goods, and that it has authority to accept these Conditions for itself or on behalf of the owner of the Goods or on behalf of any person (legal or natural) who is or may become interested in the Goods, as applicable; and
      (f) unless notified to and agreed in advance and in writing with the Company, the Goods are not waste, Controlled Goods or Dangerous Goods.
6. Inspection and acceptance of Goods
   1. The Company has the right, but is under no obligation, to open and inspect any Goods and/or shipments, including by breaching their packaging, without liability, and without notice, where the Company reasonably deems it necessary for safety, customs or any other reason.
   2. If, by order of any authority at any place, any Goods or any shipment must be opened for inspection, the Company shall not be liable for any loss or damage incurred as a result of any opening, unpacking, inspecting, or repacking, and the Company shall be entitled to recover the cost of such opening, unpacking, inspecting, and repacking from the Customer.
   3. The Company reserves the right, at any time, and without court order or any liability, to refuse shipments or Goods, or to abandon, cancel, defer or return any such shipment or Goods where, in the Company’s opinion, such shipment or Goods are: (i) likely to cause damage or delay to other Shipments, Goods, property or persons; (ii) contrary to Applicable Law; or (ii) in violation of any of these Conditions; always at the Customer’s cost and expense.
7. Correctness of particulars of Goods
   1. The Company may at the request of the Customer, expressed or implied, complete the information in the Goods’ documents of carriage, in which event, the Company shall be deemed to have done so on behalf of the Customer. If the documents of carriage handed over with the Goods, or if the particulars and statements relating to the Goods furnished by or on behalf of the Customer to the Company, do not contain all the required particulars, or if such particulars or statements contain any error, the Company is authorised to complete or correct the relevant documents of carriage or particulars or statements to the best of the Company’s ability, without being under any obligation to do so.
   2. The Customer is responsible for the correctness of the particulars and statements relating to the Goods inserted by him or on his behalf in the documents of carriage or furnished by him or on his behalf to the Company.
8. Liberty
   1. Subject to any written agreement between the Company and the Customer, the Company shall at all times have absolute freedom and discretion to determine:
      (a) shipping routes and procedure. The Customer agrees to all routing and diversions, including the possibility that the Goods may be carried via intermediate stopping places;
      (b) modes of transport; and
      (c) Goods’ storage and handling facilities.
   2. Unless otherwise agreed in writing, the Company shall never be obliged to arrange for any goods to be carried, stored, or handled separately from the Goods of other Customers.
9. Payments to Company and interest for late payment
   1. Charges are considered earned from the moment any Goods are taken in charge by the Company, and are not refundable in any event.
   2. All quotations made by the Company shall be without any obligation on its part. The Company shall be at liberty to revise its quotations, at any time, without notice, in the event of changes to the Customer’s requirements and/or of changes outside the Company’s control which affect such quotations, including those events which relate to currency exchange rates, freight rates, insurance premiums or the Goods in general.
   3. All amounts owed to the Company, irrespective of the basis, should be paid, within the specified period or, in the absence of a specified period, immediately upon being invoiced.
   4. Where multiple invoices with different due dates are issued to a Customer, and where the relevant Customer fails to pay at least one of such invoices when due, the Company shall have right to claim immediate payment of any and all issued invoices regardless of their stated due date.
   5. The Company is authorised (but shall be under no obligation) to advance any disbursements on behalf of the Customer, in the performance of the Services. The Customer shall reimburse all such disbursements advanced by the Company immediately upon being invoiced in this regard by the Company.
   6. All payments to the Company shall be made without any deduction or withholding other than as required by Applicable Law. Where any deduction or withholding is required by Applicable Law, the Customer shall increase the amount payable to the Company to reflect the amount that the Company would have received if no deduction or withholding had been made. No assertion of any credit, set-off or claim or counterclaim against the Company can be made to justify withholding payment of any amount, whether in whole or in part.
   7. Without prejudice to any right or remedy that the Company may have against any Customer, the Shipper guarantees the payment to the Company of any amounts, liabilities, fines, penalties, Charges, costs, expenses, and interest that may be due to or imposed on the Company under or in connection with any Services or these Conditions. When Goods are accepted or dealt with upon instructions to collect freight, duties, Charges, or other expenses from the Consignee, or from any other person (legal or natural), the Shipper shall remain responsible for the same if they are not paid by such Consignee or other person (legal or natural) immediately when due.
   8. The Customer shall have no claim whatsoever to any brokerages, commissions, allowances, and any other remuneration which the Company is at liberty to receive in relation to the Services.
   9. The Company reserves the right to charge contractual interest for late payment at a rate of nine percent (9%) per annum on all amounts due to it that are outstanding, from the date such amounts are due until the date they are paid in full.
   10. When outstanding monies due and owing to the Company have to be recovered from the Customer then all costs and expenses, legal or otherwise, connected with such recovery shall be borne by the Customer on an indemnity basis and the Customer hereby agrees to indemnify the Company for such costs and expenses.
   11. If the Customer reasonably believes an incorrect invoice has been issued by the Company, it shall notify the Company in writing within seven (7) calendar days of the date of the relevant invoice, specifying the reason for disputing the invoice, and providing all evidence in support. Failing this, the Customer will be deemed to have accepted the relevant invoice, and to have waived any right to challenge it. The Customer shall, in any event, pay any undisputed amount by the due date.
   12. Unless otherwise agreed in writing with the Customer, any third party charges (including, but not limited to, any government fees, terminal handling charges, port charges, port storage charges, detention and demurrage charges) shall be charged to the Customer at cost.
   13. The Company shall have the right to increase any charges, in view of any applicable statutory regulations implemented by any Authority, that come to force subsequent to the agreement with the Customer provided that statutory regulation affects the Company’s earnings negatively under the agreement with Customer.
10. Security Deposits
    1. The Company may, at its sole discretion and at any time, require the Customer to pay the Company a Security Deposit to cover all or part of estimated or expected Charges, costs or disbursements of Services.
    2. If the Customer does not pay amounts due to Company in accordance with these Conditions, the Company shall have the right to deduct, unilaterally, such unpaid amount(s) from the Security Deposit, without the need for a court order allowing it to do so. If the Company uses, applies, or retains all or any part of the Security Deposit pursuant to this Clause, the Customer will promptly restore the Security Deposit to its original sum immediately upon written request from the Company.
11. Special Goods
    1. Prohibited Goods
       The Company will not accept or deal with Prohibited Goods. All Prohibited Goods may be destroyed, or otherwise dealt with at the sole discretion of the Company or any other person (legal or natural) in whose custody they may be at the relevant time, without notice or liability to the Customer, and at its cost.
    2. Controlled Goods and Dangerous Goods
       (a) The Company will not handle Controlled Goods or Dangerous Goods unless previously agreed by it in writing. Where the Company takes charge of Controlled Goods or Dangerous Goods, the Customer warrants that it has:
       (i) given the Company written notice of: (i) all the specifications and characteristics of the relevant Controlled Goods or Dangerous Goods; (ii) the exact nature of the danger (if any); and (iii) all the precautions to be taken for the safe, legal and appropriate packing, storage, handling and transportation of the relevant Controlled Goods or Dangerous Goods (including in relation to temperature and atmosphere requirements); prior to the Company accepting the same; and
       (ii) obtained and communicated to the Company all necessary documentation, approvals, consents and/or licences from the relevant regulatory authorities that are or may be necessary to allow the Company to take charge and service such Controlled Goods or Dangerous Goods legally, as well as without risk or delay.
       (b) The Company may, at any time and at its discretion, apply additional charges to handle any Controlled Goods or Dangerous Goods.
       (c) Controlled Goods or Dangerous Goods must be: (i) packaged; and (ii) distinctly and obviously marked and labelled so as to indicate their nature and characteristics; in accordance with all Applicable Law.
       (d) Controlled Goods or Dangerous Goods that have been tendered to the Company in breach of this Clause ‎11.2, or which, in the opinion of the Company, constitute or may constitute a risk to other goods, property, environment, life or health may, at the sole discretion of the Company (or of any other person (legal or natural) in whose custody they may be at the relevant time), and without notice to the Customer, be destroyed, disposed of, rendered harmless or otherwise dealt with, without liability towards the Customer, and at the expense and risk of the Customer.
12. Customs clearance and related disbursements
    1. Where the Company provides customs clearance Services, the Company does so as the Customer’s agent. The Customer agrees that it has sole liability for errors in customs declarations made on its behalf by the Company, unless such errors are the result of the Company’s breach of these Conditions, negligence, willful misconduct, or fraud.
    2. The Customer will pay any and all Custom Duties immediately upon demand by the Company.
    3. The Company is authorised (but shall be under no obligation) to advance any Custom Duties with respect to the Goods, and the Shipper and Consignee shall be jointly and severally liable for the reimbursement thereof immediately upon demand by the Company.
    4. The Customer undertakes to indemnify the Company, immediately upon first written demand, against any and all claims, liability, costs, Charges, disbursements, expenses, fines, penalties, tax, duties and levies, that the Company may incur in performing customs clearance services on behalf of the Customer.
    5. The Company will never act as the importer of records (IOR) and/or exporter of records (EOR) on behalf of the Customer, unless agreed in writing and subject to the terms of a separate agreement to be executed between the Company and Customer.
13. Remedies
    Cancellation or suspension
    1. Without prejudice to any other rights or remedies that the Company may have, the Company reserves the right to cancel or suspend immediately, at its discretion, and without liability or court order, all or part of any Service where:
       (a) payment of any amounts due to it has not been made in accordance with these Conditions;
       (b) the Customer breached Clause ‎5 (Warranties); or
       (c) in the Company’s opinion, the nature, condition or packaging of any Goods adversely affects or is likely to adversely affect the Company, without fault or negligence by the Company, and in a way which the Company cannot avoid by the exercise of reasonable endeavour.
       Liens, and abandonment and disposal of Goods
    2. Without prejudice to any other rights and remedies that the Company may have, the Company shall have a general right of lien and retention, exercisable unilaterally and without a court order, in respect of any Goods or any documents relating to Goods in its possession or control at any time, for all sums which are due to it by or on behalf of the Customer.
    3. In case of: (i) unpaid amounts due to the Company; (ii) Failed Delivery; (iii) hindrance or risk of any kind affecting or likely to affect the Company and arising out of or in connection with any Goods (including arising out of the nature, condition or packaging of the Goods); or (iv) any other reason whatsoever not attributable to the Company and delaying the Goods in the Company’s possession; the Company may, immediately and at its discretion, take such steps as it sees fit to protect its and other parties’ interests, including but not limited to applying reasonable efforts to return the Goods to the Shipper (where applicable), or storing the Goods or any part thereof at the risk and cost of the Customer. The Company may also unilaterally, and without a court order to that effect:
       (a) destroy or dispose of all or any part of the relevant Goods (including by direct sale, auction or otherwise as the Company may deem reasonable); or
       (b) abandon all or any part of the relevant Goods at any place which the Company may deem safe and convenient.
    4. The Company may exercise its rights under clause ‎‎13.3 as follows:
       (a) for perishable Goods, immediately after having given twenty-four (24) hours’ written notice to the Customer; and
       (b) for non-perishable Goods, after sending the Customer a twenty-one (21) calendar days’ written notice.
    5. Where the Company sells or auctions any of the Goods pursuant to Clause ‎13.3(a) above, the Company has the right to apply any proceeds towards the balance of any payments due to the Company.
    6. Whatever steps taken by the Company under Clause ‎13.3(a) above will be at the Customer’s cost and risk. In particular:
       (a) as soon as the Company deals with any Goods as per Clauses ‎13.3 above, the responsibility of the Company in respect of such Goods shall immediately cease;
       (b) any liabilities, costs and expenses, including any legal costs, as well as fines, penalties, Charges, Custom Duties and tax arising out of or in connection with any of the steps taken under Clause ‎13.3 shall be borne by the Customer. The Customer will indemnify the Company in this regard immediately upon first written demand; and
       (c) the Company shall be entitled to the initially applicable Charges in any event.
14. Set-off
    1. The Customer agrees that the Company may, without court order, set-off any funds it holds for or on behalf of the Customer against any claims, liabilities, losses, taxes, Custom Duties, levies, Charges and any costs and expenses incurred by the Company in the performance of or in relation to the Services.
    2. The Customer agrees that the Company may, without court order, set-off any funds it holds for or on behalf of the Customer against any fees, commission or other payments due by the Customer to the Company in relation to the Services.
15. General exclusions of liability
    1. Under no circumstances whatsoever will the Company ever be liable for the following howsoever caused or arising, whether caused by breach of contract or otherwise:
       (a) any loss of profit, sales, use, revenue, business, contracts, goodwill, reputation or anticipated savings; or
       (b) any loss or liability that is indirect or consequential.
    2. Without prejudice to the above, the Company shall never have any liability whatsoever, under any circumstance whatsoever, for any loss, damage, penalties, fines, cost or expense howsoever caused (whether caused by breach of contract or otherwise) arising out of or in connection with:
       (a) custom declarations relating to the Goods, except in case of breach of these Conditions, willful misconduct or fraud, by the Company;
       (b) detention or seizure of any Goods by customs or other government authorities;
       (c) the Customer’s inaccurate description, identification or marking of the Goods;
       (d) inherent defect in the Goods;
       (e) inadequate or defective packaging of the Goods, except where the Company provided the packaging in which case the Company’s liability will be limited and/or excluded as per these Conditions;
       (f) any feature or characteristic of the Goods themselves, whether defective or not;
       (g) Customer’s wrong or inaccurate instructions, or its failure to provide instructions;
       (h) Failed Delivery; or
       (i) any breach of these Conditions by the Customer.
    3. The Company will never have any liability or responsibility for the Goods where they are not in its Custody.
    4. When the Company asserts that, in the circumstances of the case, a loss or damage could be attributed to one or more causes or events, specified in ‎(a) – ‎(d) of the present Clause, it shall be presumed that it was so caused, unless the Customer can prove that such loss or damage was not, in fact, caused wholly or partly by one or more of such causes or events:
       (a) an act or omission of the Customer, or person (legal or natural) other than the Company;
       (b) insufficiency or defective condition of the packaging or marks and/or numbers;
       (c) inherent vice of the Goods; or
       (d) Force Majeure, as defined in Clause ‎24.
16. Liability for carriage of Goods
    1. Without prejudice to Clause ‎15, where Goods have been damaged, lost or delayed during carriage, and to the extent that the Company is acting as carrier of the Goods and has issued a Transport Document, the Company’s total liability to a Customer (if any) shall be limited or excluded as set forth in the relevant Transport Document.
17. Liability for storage
    1. Without prejudice to Clause ‎15, where the Company is providing storage Services:
       (a) the Company shall never have any liability whatsoever and howsoever caused (whether caused by breach of contract or otherwise), to the Customer for damage to or loss of Goods, nor for any delay in handling the Goods, nor for any related costs or expenses (including legal costs and expenses), unless such loss, damage, delay, costs or expenses are due to the Company’s gross negligence or wilful misconduct; and
       (b) where Clause ‎17.1(a) is set aside or does not apply for any reason whatsoever, the Company’s total liability to a Customer (if any), howsoever caused, whether arising from breach of contract or otherwise, shall be limited to:
       (i) in relation to claims for loss or damage to Goods, the lower of:
       (A) the value of the lost Goods;
       (B) the reasonable repair value of the damaged Goods; or
       (C) seven (7) SDR per kilogram of the gross weight of any Goods lost or damaged;
       (ii) in relation to all other claims, including claims for delay, the lower of:
       (A) the value of the relevant direct loss; or
       (B) the Company’s Charge for the Service relating to the relevant claims, or
       (C) USD 25,000.
18. Other general liability provisions
    1. Without prejudice to Clause ‎15, where Clauses ‎16 and ‎17 do not apply for whatever reason, or where the liability provisions therein are set aside, and unless otherwise stated elsewhere in these Conditions:
       (a) the Company shall never have any liability whatsoever to the Customer except in case of gross negligence or wilful misconduct; and
       (b) where Clause ‎18.1(a) is set aside for any reason whatsoever, the Company’s total liability to a Customer howsoever caused or arising, whether arising from breach of contract or otherwise, shall be limited to:
       (i) in relation to claims for loss or damage to Goods, the lower of:
       (A) the value of the lost Goods;
       (B) the reasonable repair value of the damaged Goods; or
       (C) seven (7) SDR per kilogram of the gross weight of any Goods lost or damaged;
       (ii) in relation to all other claims, including claims for delay, the lower of:
       (A) the value of the relevant direct loss; or
       (B) the Company’s Charge for the Service relating to the relevant claims.
    2. The provisions of Clauses ‎15, ‎16, ‎17, ‎18 and, more generally, of these Conditions, are without prejudice to any limitation or exclusion of liability that may apply to the benefit of the Company under Applicable Law.
19. General Indemnities
    1. The Customer hereby agrees and undertakes to fully indemnify the Company, and hold it harmless against any and all: (i) claims (including claims from third parties), losses (including loss of profit or business), liabilities, damages, judgments, awards, orders; (ii) fines, penalties, Charges, taxes and any Custom Duties or other government duties; and (iii) costs, disbursements and expenses (including but not limited to legal expenses); which the Company has, may or will incur arising out of or in connection with:
       (a) the performance of the Services or the execution of the Customer’s instructions;
       (b) any breach of these Conditions by the Customer, including a breach of any of the terms of Clause ‎5 (Warranties), ‎11 (Special Goods) and ‎26 (Trade Compliance);
       (c) any event listed at Clause ‎15.2 above; or
       (d) any amount which the Company has incurred, or may or will incur, in excess of the Company’s limits of liability under the provisions of these Conditions.
    2. Without prejudice to any of the terms in these Conditions, if the Company finds itself, whether by Applicable Law or otherwise in any country, jointly or severally liable for any liabilities of the Customer or any other party seeks to hold the Company liable for any liabilities of the Customer, then such Customer shall fully indemnify the Company and hold it harmless for any and all claims, damages, losses, costs and expenses (including but not limited to legal expenses) whatsoever, howsoever caused arising out of or in connection thereof and shall never assert any claim for a contribution from the Company under any circumstances whatsoever.
20. Limitation period for claims
    1. The Company shall be deemed prima facie to have delivered the Goods undamaged and in full unless notice of loss or damage to the Goods, and the general nature thereof, is given in writing to the Company or to the Company’s agent at the place and time of delivery, or within the timeframes set out under Clause ‎20.2.
    2. No action, demand or claim shall be admissible unless first made to the Company in writing:
       (a) in the case of damage to the Goods, within fourteen (14) calendar days from the date on which the Goods are placed at the disposal of the person (legal or natural) entitled to them;
       (b) in the case of delay, within twenty-one (21) calendar days from the date on which the Goods were placed at the disposal of the person (legal or natural) entitled to them; and
       (c) in the case of non-delivery of the Goods, within one hundred and twenty (120) calendar days of the date on which the Goods should have been placed at the disposal of the person (legal or natural) entitled to them.
    3. The Company shall, unless otherwise expressly agreed, be discharged of all liability under these Conditions unless suit is brought within twelve (12) months after the relevant cause of action arose.
21. Himalaya
    1. The Customer hereby expressly agrees that, as against it only, every servant, agent, insurer, contractor or subcontractor of the Company shall have the benefit of all exceptions, limitations, provisions, conditions and liberties herein benefiting the Company as if such provision were expressly made for their benefit. The Company enters into these Conditions on its own behalf and as agent and trustee for all such servants, agents, insurers, contractors and subcontractors.
22. Termination
    1. Without affecting any other right or remedy available to it, the Company may terminate any Services for convenience, without court order, upon giving fourteen (14) calendar days’ written notice to the Customer.
    2. Without affecting any other right or remedy available to it, the Company may terminate the Services, without court order, and with immediate effect, by giving written notice to the Customer if:
       (a) the Customer fails to pay any amount claimed by the Company under these Conditions and remains in default not less than fourteen (14) calendar days after being notified in writing to make such payment;
       (b) the Customer commits any material breach of its obligations, including but not limited to a breach of Clauses ‎5 (Warranties) and ‎26 (Trade Compliance);
       (c) the Customer becomes insolvent, enters into liquidation (apart from solvent liquidation for the purposes of amalgamation or reconstruction) or is dissolved or declared insolvent or has a receiver, administrator or administrative receiver appointed over all or a substantial part of its assets or enters into an arrangement with its creditors or takes or suffers similar action;
       (d) the Customer is subject to Change Control; or
       (e) upon any action from any government or competent authority that materially changes the conditions of these Conditions.
    3. In case of early termination pursuant to this Clause ‎22, all sums owed (whether invoiced or not) to the Company shall become due and payable immediately.
23. Effect of termination
    1. In case of termination of any Services as per Clause ‎22 above, the Customer will promptly accept redelivery of all Goods still in the Company’s possession, at a place which the Company will deem reasonably safe and convenient. All costs of such redelivery are to be borne by the Customer.
    2. Should the Customer fail to take redelivery of its relevant Goods pursuant to Clause ‎23.1 above within twenty one (21) calendar days of the date of the relevant termination, the parties agree that all such Goods will be deemed abandoned by the Customer. The Company will have complete liberty to dispose of such Goods as it deems fit, at the Customer’s cost, and without the need for a court order. All proceeds generated from the disposal of such Goods may be applied by the Company against any amounts due to it by the Customer.
24. Force Majeure
    1. The Company shall not be liable for the failure or delay in performing its obligations under these Conditions if such failure or delay results from any reason beyond the Company’s reasonable control, including but not limited to:
       (a) acts of God, explosion, fire, lightning, flood or severe or abnormal weather conditions;
       (b) outbreak of war, hostilities, riot, civil disturbance, acts of terrorism;
       (c) software defects or failure, power failure or failure of telecommunications lines;
       (d) malicious damage, strike, lock-out or industrial action of any kind;
       (e) acts of government or statutory authority, including economic sanctions or embargoes, or the entering into force of any law or administrative act;
       (f) epidemic, pandemic, lockdowns or quarantine;
       (g) shortage of, or inability or delay in obtaining fuel, supplies, labour, material or services; and
       (h) any other event outside of the Company’s control.
25. Sub-contracting
    1. The Company may, at its discretion, and without prior notice, delegate or subcontract part or all of any Services to any third party.
26. Trade compliance
    1. The Customer shall be responsible for ensuring that all Customer transactions for which Services are provided comply with any and all Applicable Laws relating to: (i) import, re-import, export, and re-export control laws and regulations (including all related US laws and regulations, such as the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR)); and (ii) economic sanctions, embargoes and sectoral sanctions of the United States, the European Union and its member states, the United Nations, and of any other government with jurisdiction over the Services; (together, “Sanctions and Export Laws“).
    2. The Customer represents and warrants that none of the transaction for which the Services are requested would subject the Company to sanctions, nor requires specific prior government authorization (e.g. export or import licenses, from the country of origin of the Goods or otherwise), under any and all Sanctions and Export Laws, or if any prior government authorization is required, the Customer has obtained such authorization or license and provided a copy to the Company.
    3. The Company may refuse to provide any Services, without liability, if, in the Company’s sole judgment, such Services or the transaction(s) to which they relate could be in violation of any Sanctions and Export Laws.
27. Insurance
    1. The Company shall not be required to take out specific insurance in relation to any Goods or Services unless expressly agreed otherwise with the Customer. The Company may be able to arrange insurance on behalf of the Customer covering loss of or damage to Goods, provided that the Customer so instructs the Company in writing and pays any applicable fees. All terms of any insurance policies contracted by the Company on behalf of the Customer are deemed agreed directly between the Customer and the relevant insurance provider, without responsibility of the Company.
    2. Without prejudice to Clause ‎27.1, it is the Customer’s responsibility to ensure that, at all times until completion of the relevant Services by the Company, all the relevant Goods and other items (as applicable), which are subject to the Services, are fully insured on an indemnity basis against loss, damage and destruction (all risk). The Customer will provide the Company with details of the relevant insurance policies upon request.
    3. The Customer warrants that any insurance policy contracted will list the Company as an insured person or will include a waiver by the insurance company of any subrogated claims against the Company. The Customer will indemnify the Company against any loss or cost the Company sustains as a result of the Customer failing to comply with this Clause ‎27.3.
28. Waiver
    1. A waiver of any right or remedy of the Company is only effective if given in writing by the Company. A delay or failure to exercise, or the single or partial exercise of, any right or remedy by the Company shall not:
       (a) waive that or any other right or remedy; or
       (b) prevent or restrict the further exercise of that or any other right or remedy.
    2. Nothing in these Conditions is to operate or be interpreted as a waiver by the Company of any of its rights, remedies or defences under applicable law or regulation.
29. Severance
    1. If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of these Conditions.
30. Privacy
    1. The Company’s Privacy Policy applies. A copy of the Privacy Policy is available at:
       https://iss-globalforwarding.com/privacy
31. Change to these Conditions
    1. The Company may add to, change or update these Conditions from time to time entirely at its discretion and without notice to the Customer. Any and all amendments to these Conditions shall be published on the Website and shall be effective on the date of publication thereof. The Customer is responsible for checking the Conditions periodically to remain in compliance with their terms. The Customer’s request for and/or acceptance of Services after any amendment to these Conditions shall constitute acceptance of any such amendment.
32. Governing law and jurisdiction
    1. Any dispute arising out of or in connection with these Conditions shall be subject, for the benefit of the Company, to the jurisdiction of the courts of, and governed by the law of, the country in which the Company providing the relevant Services is incorporated, and the Customer irrevocably submits to such law and jurisdiction, unless contrary to Applicable Law.
    2. Notwithstanding Clause ‎32.1 above, the Company, at its sole discretion, hereby expressly reserves the right to take any legal action or bring any claim, arising out of or in connection with these Conditions, before any court of competent jurisdiction. This right is available to the Company alone.

Published August 2022