The Customer’s attention is drawn to specific clauses herein which exclude or limit the Company’s liability, to those which require the Customer to Indemnify the Company in certain circumstances, to those which limit time and to those which deal with conditions of issuing effective goods insurance being clauses 3(G), 3(J) - 3(R) inclusive, 4(E) – 4(G) inclusive, and 5(B) - 5(G) inclusive. All headings are indicative and do not form part of these conditions
In these conditions the following words shall have the following meanings: -
|Company||PANALECO FREIGHT & TRADE LTD|
|“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|
|“Goods”||the cargo to which any business under these conditions relates|
|“Person”||natural person(s) or any corporate body or bodies|
|“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|
|“GDPR”||General Data Protection Regulation was implemented on 25th May 2018 and relates to all personal information that can identify an individual|
A. Subject to clause 2(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, regulations or directives, are compulsorily applicable to any business undertaken by the Company, then these legislations, regulations or directives shall, with regards to any business activities affected, be automatically applied and adhered to. Nothing in these Terms and 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 any such legislation, regulations or directives. Should any part of these conditions be incompatible to any such legislation, regulation or directive to any extent, such part shall as regards to any related business activities be overridden to that extent and no further.
C. The Customer warrants that he is either the Owner or the authorized 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.
A. Subject to clauses 3(L) – 3(P) inclusively below, the Company shall be entitled to procure any or all of the services as an agent, or 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.
C. When the Company enters a contract 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.
D. When the Company acts as an agent on behalf of the Customer, the Company shall be entitled, and the Customer hereby expressly authorizes the Company, to enter into all and any contracts on behalf of the Customer as may be necessary or desirable to fulfil 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.
E. The Company shall, on demand by the Customer, provide evidence of any contract entered into as an 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.
F. In all and any dealings with the Tax Office for and on behalf of the Customer and / or the Owner, the Company is deemed to be appointed, and acts as, Direct Representative only.
G. Subject to clause 3(H) 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, with 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.
H. When the Goods are liable to perish or to deteriorate, the Company's right to sell or dispose of or deal with the Goods shall become effective 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.
I. 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.
J. 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, Consignee or Owner. Whereupon the Company’s liability in respect of the Goods, or that part thereof, stored as aforementioned, 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 of the Customer, Consignee or Owner to take delivery shall be deemed as freight earned, and such costs shall, upon demand, be paid by the Customer.
K. 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 written notice to the Customer, or (where the Customer cannot be traced and reasonably effort has 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 there is an immediate probability 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.
L. No insurance will be effected, except upon express instructions given in writing by the Customer and accepted in writing by the Company. All insurances implemented 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 effect a separate insurance on the goods, but may declare it on any open or general policy held by the Company.
M. Insofar as the Company agrees to implement insurance, the Company acts solely as agent for the Customer, and the limits of liability under clause 6(B ii) of these conditions shall not apply to the Company’s obligations under clause L.
N. Except under special arrangements previously made in writing by an authorized representative of the company, 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.
O. 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.
P. The Company shall not be under any liability in respect of such arrangements as are referred to under clause (N) and (O) 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 6 (b.ii) of these conditions.
Q. 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.
R. Without a prior written agreement by an authorized representative of the Company, the Company will not accept or deal with any Goods that require special handling with regards to carriage, handling, or security whether relating to the attractive nature with regards to theft or otherwise including, but not limited to, bullion, coin, precious stones, jewellery, valuables, antiques, pictures, human remains, livestock, pets or plants. Should any Customer nevertheless deliver any such goods to the Company, or cause the Company to handle or deal with any such goods, other than under such prior written agreement, the Company shall have no liability whatsoever for or in connection with the goods, howsoever arising.
S. 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 written 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 practical, 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.
T. 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 written arrangement made in writing by an authorized representative of the Company as referred to in clause 6 (F).
U. The Company will proceed with providing the requested service upon written approval from the Customer either in reply to a written quotation or if the Customer requests a service without a quotation being provided.
A. The Customer Certifies:
i. that the description and particulars of any Goods or information provided to, or services request, 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.
E. Without prejudice to any rights under clause 3 (S), 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, the Customer shall be liable for all loss or damages 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.
F. 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.
G. The Customer shall save harmless and keep the Company indemnified from and against: -
i. all liability, loss, damage, costs and expenses whatsoever (including and without prejudice to the generality of the foregoing, all duties, taxes, imposts, levies, deposits and outlays of any nature whatsoever 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
ii. without derogation from clause 6 (G.i) 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
iii. 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
iv. any claims of a general average nature which may be made on the Company.
H. 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.
I. The Late Payment of Commercial Debts (Interest) Act 1998, as amended, shall apply to all sums due from the Customer
J. 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.
K. The Customer accepts that personal data will be kept with the company in order for the smooth running of the business and that information may need to be shared.
A. The Company shall perform its duties with a reasonable degree of care, diligence, skill and judgment.
B. 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: -
i. 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
ii. 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.
A. Except under special arrangements previously made in writing by an authorized representative of the Company, the Company accepts no responsibility with regard to any failure to adhere to agreed departure or arrival dates of Goods.
B. Subject to clause 2(B) and 2(M) above and clause 6(F) below, the Company’s liability howsoever arising and, notwithstanding that the clause of loss or damage to unexplained, shall not exceed
i. In the case of claims for 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 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 2 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 lower.
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.
C. For the purposes of clause 6(B), 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.
D. Subject to clause 2(B) above and clause 6(F) 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 6 (A) 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.
E. Save in respect of such loss or damage as is referred to at clause 6(D), and subject to clause 2(B) above and Clause 6(F) 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.
F. 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 clauses 6(B) to 6(E) 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.
G. 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 should be deemed 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.
H. Notwithstanding the provisions of clause 6(G) 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 a 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.
I. Acceptance of a quotation for a service is regarded as acceptance of the Company’s Terms and Conditions in full and without limitation and authorizes the Company to process and Personal Details that may be required in order to proceed with the services
J. For customers who have agreements with the company for regular services, or conduct regular business with the Company, acceptance of Service or requesting a services without requesting a quote for approval, is regarded as approval and acceptance of the Company’s Terms and Conditions in full and without limitation.
K. All communication and information relating to services provided will be held for a period of 1 year. Information required for accounting, tax or other official reasons required by the company in order to perform, report and for the general running of the business may be kept for longer.
A. The Company abides by the GDPR rules as enforced on the 25th May 2018 by the EU and relates to any information that can identify an individual. All members of staff are fully compliant with the policy and are trained in order to handle any personal information.
B. Personal Information will be gathered, shared and stored, solely and only to the extent necessary for the performance of our Company’s services.
C. Authorizing the company to proceed with any service is regarded as an acceptance of the Personal Data Protection Policy and Personal Data Protection Directive. Both of which are available and it is the responsibility of the Customer to read.
D. Authorizing the company to proceed with any service is accepting that any personal information with be stored and used. This does not affect the Customers rights to view, amend or request their personal information is updated or deleted.
A. These conditions and any act or contract to which they apply shall be governed by the laws of the Republic of Cyprus and any dispute arising out of any act or contract to which these Conditions apply shall be subject to the exclusive jurisdiction of the Cyprus courts.