Terms and Conditions of Carriage by BOLT

GENERAL PROVISIONS

1.1. Definitions.

“Booking Summary” shall mean a document headed “Booking Summary” issued by or on behalf of the Carrier in relation to the Carriage.

“Carrier” shall mean the entity identified as the carrier on the face of the Transport Document or, if no Transport Document has yet been issued, at the top of the latest Booking Summary.

“Carriage” shall mean the whole or any part of any operations or services undertaken by or on behalf of the Carrier in respect of the Goods.

“Container” shall mean any container, tank container, isotank or trailer used to carry the Goods and any connected equipment.

“Goods” shall mean the whole or part of the cargo received from the Merchant and includes any Container supplied by or on behalf of the Merchant.

“Hague Rules” shall mean the provisions of the International Convention for the Unification of Certain Rules relating to Bills of Lading signed at Brussels on 25 August 1924, excluding Article III rule 8 and Articles IX to XVI, both inclusive.

“Hague-Visby Rules” shall mean the provisions of the International Convention for the Unification of Certain Rules relating to Bills of Lading signed at Brussels on 25 August 1924, as amended by the Protocols signed at Brussels on 23 February 1968 and 21 December 1979. Nothing herein shall contractually apply the Hague-Visby Rules to any Transport Document, and they shall apply only when compulsorily applicable by the law applicable to the contract of carriage pursuant to Clause 1.4.

“Merchant” includes the Shipper, the Consignee, the receiver of the Goods, the holder of the Transport Document, any person owning or entitled to possession of the Goods or the Transport Document as well as the customer as the term is used in the Quote Confirmation and the Booking Summary, and any person subrogated to the rights of any such person.

“Multimodal Carriage” arises if the Load Place and/or Delivery Place are indicated in the Transport Document in the relevant boxes and in any event if Carriage outside any port or terminal is performed by at least two modes of transport.

“Performing Party” shall include any water, rail, motor, air or other carrier or entity utilized by the Carrier or any Performing Party to participate in the performance of this contract of carriage and includes direct and indirect sub-contractors, their servants and agents.

“Port to Port Carriage” arises if the Carriage is not Multimodal Carriage.

“Quote Confirmation” shall mean a document headed “Quote Confirmation” issued by or on behalf of the Carrier in relation to the Carriage.

“Transport Document” shall mean the Waybill or, if the Carrier agrees pursuant to clause 1.2.4 to issue a Bill of Lading, the Bill of Lading issued by or on behalf of the Carrier in relation to the Goods.

“US COGSA” shall mean the United States Carriage of Goods by Sea Act, approved April 16, 1936.

“Vessel” shall mean any waterborne craft on which any of the Goods are carried (or intended to be carried) during all or part of their Carriage under the Transport Document, including without limitation both feeder and ocean ships, whether or not named on the Transport Document.

1.2. Contract of Carriage.

1.2.1. No contract shall be concluded pursuant to any Quote Confirmation or Booking Summary or otherwise howsoever in relation to the Goods, until the Merchant receives the first of any Containers to be provided by the Carrier for carriage of the Goods, or if no Container is to be provided by the Carrier, until the Goods are received and accepted for carriage by or on behalf of the Carrier.

1.2.2. The terms and conditions of the most recent Quote Confirmation, Booking Summary, and the Carrier’s applicable Tariff are incorporated herein. Copies of these documents are obtainable from the Carrier upon request. In case of a conflict between these terms and conditions and the Carrier’s Tariff, the Quote Confirmation or the Booking Summary, these terms and conditions shall prevail. These terms and conditions govern in the event of any conflict with the Merchant’s terms.

1.2.3. The terms of the contract of carriage shall be separable, and if any provisions thereof or any part of any provision be held to be invalid or unenforceable, such holding shall not affect the validity or enforceability of any other provision or part thereof.

1.2.4. Notwithstanding anything to the contrary herein, unless otherwise expressly agreed in writing the Carrier will issue a waybill in respect of the Goods and no bill of lading will be issued.

1.3. Claims. Time Bar.

1.3.1. Unless provided otherwise by force of law, all liability whatsoever of the Carrier arising out of or in connection with the Goods shall cease unless suit is brought and written notice thereof is given to the Carrier within eleven (11) months after the delivery of the Goods or the date when the Goods should have been delivered.

1.3.2. Claims shall be addressed to the Carrier’s local agent at the place where the Goods are delivered or would have been delivered (the address for the Carrier's agent is available from the Carrier), and to the Carrier at the address shown on the latest Booking Summary. Filing a claim will not satisfy the time requirement described in Clause 1.3.1.

1.4. Law. Jurisdiction.

1.4.1. Except as otherwise provided in Clauses 1.4.2 and 1.4.3 below, the contract of carriage and any non-contractual obligation arising out of or in connection with it shall be subject to Singapore laws shall apply to the terms and conditions of this bill of lading and Singapore laws shall also be applied in interpreting the terms and conditions hereof.

1.4.2. For Carriage to, from or within the USA, except as provided in Clause 1.4.3, the contract of carriage shall be subject to US law and any dispute arising out of or in connection with it shall be subject to the exclusive jurisdiction of the United States Federal Court of the Southern District of New York.

1.4.3. In any event, for any claim by the Carrier arising out of or in connection with the contract of carriage, the Carrier may at its sole option commence proceedings in the courts of the country of the Load Place, Port of Exit, Port of Entry, Delivery Place or the courts of any place where the Merchant (or any Merchant, if more than one is liable under the contract of carriage) is incorporated or has a place of business.

PERFORMANCE OF THE CONTRACT

2.1. Sub-Contracting.

2.1.1. The Carrier shall be entitled to sub-contract on any terms whatsoever the whole or any part of the Carriage.

2.1.2. The Merchant undertakes that no claim or allegation whether arising in contract, bailment, tort or otherwise howsoever shall be made against any Performing Party or any director, officer, employee, servant or agent of the Carrier, which imposes or attempts to impose upon any of them, or any vessel owned operated or chartered by any of them, any liability whatsoever in connection with the Goods whether or not arising out of negligence or misdelivery of the Goods, and if any such claims or allegation should nevertheless be made, to indemnify the Carrier against all consequences thereof. Notwithstanding, every such Performing Party shall have the benefit of all terms and conditions of whatsoever nature benefiting the Carrier including the law and jurisdiction clause. In entering into this contract, the Carrier, to the extent of such provisions, does so not only on its own behalf but also as agent and trustee for each of its directors, officers, employees, servants or agents, and each Performing Party, all of whom shall to that extent be deemed parties to the contract of carriage.

2.2. Routes. Substitution and Other Liberties.

2.2.1. The Goods may be carried by any route whatever, whether or not the most direct, scheduled, advertised or customary route, and by any Vessel or mode of transport. The Carrier shall be entitled to transship the Goods and to substitute any Vessel or other means of transport at any time, and has the right to discharge and complete the Vessel’s cargo in respect of goods belonging to other merchants. The Carrier may, without notice, change the pre-carriage and on-carriage location.

2.2.2. In accordance herewith, for instance, in the event of waterborne Carriage any Vessel may sail with or without pilot, proceed, return to and stay at any port or place whatsoever, once or more often and in any order (whether towards or away from the Port of Entry), proceed at any speed, undergo repair, adjust equipment, dry dock, tow or be towed, assist other vessels in any situation, deviate for the purpose of saving life or property or of landing ill or injured persons, and call for fuel at any port(s).

2.2.3. The Carrier may unload and re-load the Goods at any place or port (whether or not named on the Transport Document) and store the Goods using any means of storage at any such port or place.

2.2.4. The Carrier may comply with the orders or recommendations of any government or authority, or any person or body purporting to act as or on behalf of such government or authority, or any person or body with the right to give orders or recommendations under the terms of the insurance of any means of transport used to perform the Carriage.

2.2.5. Anything done or not done in accordance with this Clause, or any resulting delay, shall be deemed to be within the contractual carriage and shall not be a deviation.

2.3. Stowage.

2.3.1. Unless the parties agree otherwise and note their agreement on the Transport Document, Containers may be carried on or under deck without notice to the Merchant and without the Transport Document containing any statement that Carriage will be on deck.

2.4. Delay and Matters Affecting Performance

2.4.1. Unless the parties agree otherwise and note their agreement on the Transport Document, the Carrier does not warrant that the Goods or any documents relating thereto shall be loaded on or by any particular date, time or Vessel, or arrive at the Port of Entry or Delivery Place at any particular time or in time to meet any particular market or use and the Carrier shall in no circumstances whatsoever and howsoever arising be responsible for any direct, indirect or consequential loss or damage which is caused by delay.

2.4.2. If at any time any circumstance whatsoever, whether or not existing at the time when the contract of carriage was made or the Goods were received for Carriage, in the opinion of the Carrier or master of any Vessel gives rise or is likely to give rise to risk of capture, seizure, detention, damage, delay, danger or disadvantage to any Vessel, the Goods, any other goods and/or any persons on board any Vessel, the Carrier or master shall, without prior notice to the Merchant, in addition to the other rights contained herein, have the right to:

continue and complete the Carriage by any route and means whatsoever, and charge such reasonable additional freight as it may determine; or

suspend the Carriage, or to return the Goods to the Load Place (or Port of Exit if no Load Place is shown on the Transport Document), and store them ashore or afloat upon the terms herein, to proceed via any route, or to transfer the Goods to any Vessel offshore and/or forward them by any means of conveyance to destination or to abandon the Carriage of the Goods and place them at the disposal of the Merchant at any place or port, whereupon the responsibility of the Carrier in respect of such Goods shall cease.

2.4.3. If at any time Carriage is, or in the opinion of the Carrier or the master of any Vessel is likely to be, affected by any hindrance, risk, danger, delay or disadvantage which is beyond the reasonable control of the Carrier (whether or not existing at the time the contract of carriage was concluded or the Goods were received by the Carrier), the Carrier may without notice and at its sole discretion either:

continue and complete the Carriage by any route and means whatsoever, and charge such reasonable additional freight as it may determine;

suspend the Carriage and store the Goods ashore or afloat at any place or port and charge such reasonable additional sums as it may determine;

abandon the Carriage and place the Goods at the Merchant's disposal at any place or port which in the opinion of the Carrier is safe, which shall constitute due delivery of the Goods hereunder, whereupon all responsibility whatsoever of the Carrier shall cease. The Merchant shall pay any additional costs incurred by the Carrier in connection with abandoning the Carriage. If the Carrier elects (i) and/or (ii) above, this shall not prejudice its right subsequently to abandon the Carriage.

2.5. Carrier’s Period of Responsibility

2.5.1. Except as otherwise provided herein, the Carrier’s period of responsibility shall be: (i) for Port to Port Carriage, from acceptance of the Goods by or on behalf of the Carrier at the Port of Exit until the Goods are tendered for delivery at the Port of Entry; (ii) for Multimodal Carriage, from acceptance of the Goods by or on behalf of the Carrier at the Load Place (or Port of Exit if no Load Place is shown on the Transport Document) until the Goods are tendered for delivery at the Delivery Place (or Port of Entry if no Delivery Place is shown on the Transport Document).

2.6. Carrier’s Liability.

2.6.1. If the Carriage is Port to Port, any liability of the Carrier for loss of or damage to the Goods howsoever occurring shall be determined: (i) In accordance with any national legislation which, under the law applicable pursuant to Clause 1.4, applies the Hague-Visby Rules or US COGSA compulsorily to this Transport Document; (ii) In any other case, in accordance with the Hague Rules, except as otherwise provided herein.

2.6.2. In any event, if the Carriage is Port to Port, the Carrier shall be under no liability whatsoever for loss or damage in connection with the Goods howsoever occurring, if such loss or damage arises prior to loading at the Port of Exit or subsequent to discharge at the Port of Entry. Notwithstanding the above, if and to the extent that any compulsorily applicable law provides for an additional period of responsibility, the Carrier shall during that period have the benefit of every right, defence, limitation and liberty provided by such law, and (to the extent permitted by such law) the rights, defences, limitations and liberties provided by the Hague Rules and as otherwise provided herein, notwithstanding that the loss or damage did not occur at sea.

2.6.3. If the Carriage is Multimodal and it is known during which stage of Carriage the loss or damage occurred, the Carrier's liability shall, except as otherwise provided herein, be determined:

for loss or damage occurring during waterborne Carriage,

in accordance with any national legislation which, under the law applicable pursuant to Clause 1.4, applies the HagueVisby Rules or US COGSA compulsorily in respect of such Carriage;

in any other case, in accordance with the Hague Rules. For the purpose of this Clause, references in the Hague Rules to carriage by sea shall be deemed to include all waterborne carriage; or

for all other loss or damage, in accordance with the terms applicable between the Carrier and the inland carrier in whose custody the loss or damage occurred, including the contract of carriage and / or tariff of such inland carrier and the provisions of any international convention or national law which apply compulsorily to such contract or to any document issued pursuant to it, which the Merchant and the Carrier adopt and incorporate by reference, the Carrier’s rights and liabilities hereunder being the same as those of the inland carrier. If the loss or damage did not occur in the custody of an inland carrier, or in the absence of such terms, the Carrier shall be relieved of any liability whatsoever for any loss or damage caused by:

any act or omission of the Merchant, his agent or representative;

strike or lock-out or stoppage or restraint of labour from whatever cause, whether partial or general;

riot or civil commotion;(d) inherent vice of the Goods;

insufficiency, inadequacy or defective condition of packing or of marks;

latent defects not discoverable by due diligence;

nuclear incident;

handling, loading, stowage or unloading of the Goods by or on behalf of the Merchant or any person acting on behalf of the Merchant;

any cause or event which the Carrier could not avoid, and the consequences of which he could not prevent, by the exercise of reasonable diligence; (j) act of God;

act of war;

act of public enemies or pirates;

arrest or restraint of princes, rulers or people or seizure under legal process;

quarantine restrictions;

compliance with instructions of any person entitled to give them.

2.6.4. To the extent U.S. law applies, the Carrier shall by the Transport Document be entitled to all limitations and exemptions from liability as a matter of contract and as authorized by the provisions of title 46 of the United States Code from section 30501 through section 30512, the same as if the Carrier were the owner of the vessel used to transport the Goods

2.6.5. When the place at which the loss or damage occurred cannot be determined, the loss or damage shall be deemed to have occurred aboard the first Vessel that carried the Goods by sea or, if there was no carriage by sea, the Carrier shall be relieved of any liability whatsoever for any loss or damage caused by (a) – (o) of Clause 2.6.3(ii).

2.6.6. If no Load Place is named on the face of the Transport Document in the 'Load Place' box, the Carrier shall be under no liability whatsoever for loss or damage to the Goods, howsoever occurring, if such loss or damage arises prior to loading at the Port of Exit.

2.6.7. If no Delivery Place is named on the face of the Transport in the 'Delivery Place' box, the Carrier shall be under no liability whatsoever for loss or damage to the Goods, howsoever occurring, if such loss or damage arises after discharge at the Port of Entry.

2.6.8. Nothing in this Clause shall deprive the Carrier of any rights, defences, exceptions, limitations or liberties provided elsewhere in the Transport Document, which shall apply in any event.

2.6.9. The liability of the Carrier under this Clause shall under no circumstances whatsoever and howsoever arising exceed the limits provided for in Clause 2.9

2.7. Delivery.

2.7.1. The Merchant shall acknowledge receipt of the Goods at the time of their delivery. The Carrier shall not be obliged to deliver the Goods except in exchange for a receipt from or on behalf of the Merchant.

2.7.2. At ports or places where the Carrier is required or permitted by law or custom to release the Goods to port or other authorities, then if the Carriage ends at the Port of Entry, such release of the Goods by the Carrier shall be due delivery under the contract of carriage and the responsibility of the Carrier shall wholly cease at the time of such release.

2.7.3. The Merchant shall take delivery of the Goods within the time provided for in Clause 4.1.1 below. If the Goods have not been collected within this time, demurrage and other charges shall accrue as set out herein, and without prejudice to any other rights it may have, the Carrier may without notice store the Goods ashore, afloat, in the open or under cover either in the Container(s) in which they were carried or elsewhere, by themselves or commingled with other Goods covered by the Transport Document, at the sole risk of the Merchant. Such storage shall be due delivery hereunder, whereupon all liability whatsoever of the Carrier in respect of the Goods shall cease, and the costs and expenses for such storage shall be paid by the Merchant to the Carrier on demand.

2.7.4. If the Goods are not collected within 30 days of the date required by Clause 4.1.1 below, or if in the opinion of the Carrier the Goods are likely to deteriorate or become worthless, or incur charges (whether for demurrage or otherwise) in excess of their value, the Carrier may at its discretion and without prejudice to any other rights it may have, sell, abandon or otherwise dispose of the Goods without notice.

2.7.5. In any event, if the Goods are not collected within 10 days of the date required by Clause 4.1.1 because 1) the person entitled to them under the Transport Document has not claimed delivery, or 2) the person claiming to be entitled to the Goods has not properly identified itself, the Carrier may release the Goods according to instructions from the Shipper or a party designated by the Shipper to issue such instructions, provided that any security which the Carrier may at its sole discretion require shall first have been provided. Release of the Goods under this clause shall be due delivery under the contract of carriage and the responsibility of the Carrier shall wholly cease at the time of such release.

2.7.6. The Merchant shall ensure that the proper discharge procedures are followed or otherwise agreed to with the Carrier. The Merchant shall inspect the Container and ensure it can be safely discharged, verifying that the Goods are in a sound and acceptable condition prior to unloading at the destination, and ensuring that not more than 19 liters (5 U.S. gallons) of Goods remain in the Container after discharge.

2.7.7. Following delivery, the Merchant shall ensure the return of the Container in like good order and condition pursuant to the International Tank container Organization Acceptance Container Condition Manual (“ITCO ACC manual”) (copies available on www.itco.org), free of labels, clean and dry condition to the Carrier’s assigned depot. In the event that the residue exceeds 19 liters (5 U.S. gallons) the Merchant shall be responsible for any and all expenses for additional cleaning, including but not limited to the drumming, and trucking and disposal of the residue. Container demurrage will be applicable until such time that all residue has been removed. If the Merchant fails to perform any of the obligations set out herein, the Merchant shall compensate the Carrier for any and all loss, damage, expense or liability which the Carrier may suffer as a result thereof (including any and all damage caused by the Goods) and to indemnify the Carrier against claims from the receiver of the Goods and other third parties however arising.

2.8. Damages. Delay. Consequential Loss.

2.8.1. Subject always to the Carrier’s right to limit liability as provided herein, the liability of the Carrier for loss of or damage to the Goods shall not exceed the lesser of: 1) the damages the Merchant actually suffered, or 2) the value of the Goods fixed according to their commodity exchange price, or if there is no such price, according to their market price, or if there is no commodity exchange price or market price, by reference to the normal value of the Goods of the same kind and quality at the place of delivery, in each case at the time when the Goods were delivered or should have been delivered.

2.8.2. Unless otherwise agreed, the Carrier does not agree to deliver Goods within a certain time. Therefore, absent compulsory application of the law to the contrary, the Carrier shall not be liable for any loss, damage or expense for delay, howsoever arising.

2.8.3. In any event, the Carrier shall not be liable for any loss of profits, or for any consequential loss, howsoever arising.

2.9. Limitation of Liability.

2.9.1. The Carrier reserves the right to invoke the limitations of liability under the applicable law. Nothing herein shall operate to limit or deprive the Carrier of any statutory right, defense, or limitation of liability provided by any applicable law, statute or regulation of any country. The Carrier shall have the benefit of the applicable laws, statutes or regulations as if it were the Performing Party.

2.9.2. Except as provided in Clause 2.9.4, neither the Carrier nor any Vessel shall in any event whatsoever, howsoever arising, be or become liable for or in connection with the Goods or their Carriage:

In the event U.S. law applies, in an amount exceeding US$500 per package, or customary freight unit.

In the event the Hague-Visby Rules apply, in an amount exceeding the limit provided for in the Hague-Visby Rules.

In the event the Hague Rules apply by virtue of Clause 2.6.1 (ii) or Clause 2.6.3(ii), in an amount exceeding US$500 per package.

In any other case, in an amount exceeding US$500 per package.

2.9.3. For the purpose of Clause 2.9, except as otherwise required by any compulsorily applicable national law, package means the largest kind of package, unit or Container in which the Goods were received by the Carrier and freight unit means Container.

2.9.4. In the event the value of the Goods has been declared by the Merchant in writing before shipment and inserted on the face of the Transport Document and provided extra freight or charges have been paid thereon, the Carrier’s liability if any, for loss or damage to or in connection with the Goods shall be determined on the basis of such declared value, or prorata of such declared value in the case of partial loss or damage, provided such declared value does not exceed the actual value of the Goods. Charges for excess value declaration shall apply as per any applicable Tariff.

2.10. Notice of Loss.

2.10.1. Unless notice of loss or damage to the Goods and general nature of it be given in writing to the Carrier’s agent at the Port of Entry or Delivery Place as applicable, before or at the time of the removal of the Goods into the custody of the party entitled to delivery thereof under the Transport Document, or if the loss or damage be not apparent, within three consecutive days thereafter, such removal shall be prima facie evidence of the delivery by the Carrier of the Goods in good condition, as described in the bill of lading.

2.11. Right of Subrogation and Right of Recourse of Carrier.

2.11.1. Nothing herein shall be deemed a waiver by the Carrier of any right of assignment or subrogation to any right(s) of the Merchant against any Performing Party or other person or of any right of recourse against any such person to which the Carrier may otherwise be entitled.

2.12. Joint and Several Liability of Merchant.

2.12.1. All of the persons coming within the definition of Merchant, including any principal of such Person, shall be jointly and severally liable to the Carrier for the due fulfillment of all obligations undertaken by the Merchant herein.

2.13. Containers Loaded by Merchant.

2.13.1. When a Container is loaded by the Merchant, the Carrier shall not be responsible for weight or measurement of the contents, nor for the particulars relating to the contents stated in the Transport Document. All Containers loaded by or on behalf of the Merchant shall be sealed by it and the seal numbers shown on the Transport Document. The Carrier does not have a physically practicable or commercially reasonable means to check the accuracy of the Merchant's quality or quantity description of the Goods, and the Carrier does not undertake to check their thermal expansion coefficient, or temperature.

2.13.2. The Carrier shall not be liable for leakage from or for concealed damage in Container(s) loaded by or on behalf of the Merchant, and the Merchant shall hold the Carrier harmless from any loss, damage or injury caused by such leakage.

2.13.3. The Merchant shall be responsible for and arrange for the proper loading and discharging of the Goods into and from any Container and for the proper closure of all valves on completion of loading and discharge. In the event that compressors, flexible hoses, couplings and/or other equipment is required for loading or discharge and are supplied by the Carrier, the use of the equipment is at the risk of the Merchant. If any assistance is given by the driver at the Merchant's loading facility and/or at the place of unloading, this shall not in any way vary the obligations and/or full responsibility of the Merchant to load or discharge the Goods. The Merchant shall further ensure that every Container is filled to the minimum and maximum allowed limits under the rules governing the transportation by sea, road, rail or barge, and is not loaded over the maximum legal weight limits at origin, designation and when in transit and remains within the allowed limits referenced herein.

2.14. Repair of Containers. Replacement Value of Containers.

2.14.1. The Merchant shall be liable for all damage to Containers while in the possession or control of the Merchant or by Merchant’s product carried in said Container/s including demurrage on such Containers. If such damage, in the Carrier’s reasonable judgment, can be repaired, then the Merchant shall pay the Carrier for such costs. Otherwise, if the Carrier, in its reasonable judgment deems the container a total loss (constructive or otherwise), then the Merchant shall compensate the Carrier (without consideration of market value) by paying the replacement cost value of the Container without the right to deduct for any depreciation.

2.15. Hazardous Goods.

2.15.1. The Merchant shall not tender for carriage, and the Carrier shall not be required to accept, any Goods which are or may become hazardous or dangerous, including without limitation Goods which are inflammable, explosive, radio-active, unless the Merchant (a) has given written notice to the Carrier of their nature, character, name, label, classification and any other information required by the Carrier in relation to them, (b) has obtained the Carrier’s written consent to carry them, and (c) has marked the Container so as to indicate the nature and character of such Goods and so as to comply with any applicable laws, regulations or requirements. Goods which are shipped by the Merchant in breach of this Clause may at any time be landed at any place or destroyed or rendered harmless by the Carrier without compensation to the Merchant and without prejudice to the Carrier’s right to Freight. The Merchant shall indemnify the Carrier for any expenses, loss, damage or personal injury/death claims directly or indirectly arising out of or resulting from such Goods.

2.15.2. If the Goods are, or reasonably appear likely to become, an actual danger to persons, property, or the environment, the Merchant must give the Carrier timely warning thereof, and in any event the Carrier or any Performing Party may decline to receive or load the Goods or destroy or render the Goods harmless.

2.15.3. The Merchant and the Carrier shall respond to requests from each other to provide information and instructions required for the proper handling and carriage of the Goods.

2.15.4. The Merchant, without receiving a request to do so, will provide the Carrier with timely information, instruction, and documents for the proper handling and carriage of the Goods, including precautions that should be taken by the Carrier or any Performing Party. The Merchant shall also provide the Carrier with information needed by the Carrier to comply with any applicable law, regulation or requirements of public authorities.

2.15.5. The Merchant assumes liability for loss or damage that could have been prevented if the information required had been furnished to the Carrier.

2.15.6. The Shipper warrants that the Goods will not cause loss, damage or expense to the Carrier, to any Vessel or other conveyance used in the Carriage of the Goods, or to any other Cargo.

2.16. Guarantee of Particulars.

2.16.1. The Merchant shall guarantee to the Carrier the accuracy of the description of the Goods, marks, number, quantity and weight and any statement as to the contents of containers. The Shipper shall indemnify the Carrier against any loss, damage, fines, levies or costs and expenses arising or resulting from inaccuracies or inadequacy of shipping instructions, sales contracts, commercial invoices and packing lists.

2.16.2. The Merchant shall ensure that the Goods are fully compatible with the requested type of Container and any connected equipment and accessories. The Carrier reserves the right to decline carriage of any Goods that do not meet the requirements of this Clause.

2.17. Laws and Regulations.

2.17.1. The Merchant shall be liable for all expenses resulting from his failure to supply information or otherwise comply with laws and regulations in connection with the Goods and shall indemnify the Carrier for any such expenses.

2.17.2. Information to be provided by the Merchant shall include a correct, complete and current MSDS in respect of the product to be carried and any other information or documents required in sufficient time to enable the Carrier to safely handle the Goods, duly perform the contract of carriage, and ensure the lawful carriage and clearance through customs of the Goods. Such information shall so far as possible be provided before the Carrier providing the Quote Confirmation, but in no event later than the conclusion of the contract.

2.18. Merchant’s Insurance.

2.18.1. The Merchant shall arrange insurance for the Goods against all customary risks at all times during the Carriage.

2.19. Warranty of Merchant.

2.19.1. The Merchant warrants that in agreeing to these terms and conditions he is, or has the authority to contract on behalf of, the owner of the Goods and any person entitled to possession of the Goods and/or the Transport Document.

2.19.2. The Merchant further warrants that no claim or allegation whatsoever in respect of the Goods, whether or not arising out of negligence or misdelivery, shall be made against the Carrier by any person other than following the terms of this contract of carriage. If the Merchant issues a bill of lading or other transport document in respect of any of the Goods for any of the Carriage, such transport document shall not impose or purport to impose any liability whatsoever on the Carrier, and shall contain rights, liberties, defences exclusions and limitations no less favourable than this contract of carriage.

2.19.3. The Merchant warrants for itself, and all other persons and entities included in the definition of Merchant contained herein, that at the date of the Carriage and throughout the Carriage it will not order the carriage of cargo from or to a person or entity that appears on the U.S. OFAC list of Specially Designated Nationals and blocked persons or any other denied party list maintained by the United Nations, the United Kingdom or the European Union (the “Restricted Trade Laws”). In addition, the Merchant will only instruct the Carrier to carry lawful cargo and to trade in lawful places and, in particular, the Merchant will not instruct the Carrier (i) to load cargo, (ii) to trade in places and/or (iii) give orders, which would place the Carrier in breach of the Restricted Trade Laws. The Merchant further agrees to defend, indemnify and hold harmless the Carrier from and against any and all claims based on the assertion that the Carrier, acting under the Merchant’s instructions, violated any of the Restricted Trade Laws.

2.19.4. Notwithstanding any other term or provision of this Contract to the contrary, the Carrier shall hold the Merchant responsible for (a) the repair costs and/or full replacement value of each and every tank container carried under these Contracts resulting from the partial damage or actual or constructive total loss of any one or more tank containers at any time while the tank containers are in a location that is known by the parties to contain a heightened risk of hostilities (“High Risk Area”); (b) any destination demurrage resulting from the failure to timely redeliver the tank container(s) in an undamaged state and in good order and condition outside of a High Risk Area pursuant to the terms of the Contracts, i.e., fifteen (15) free days per tank container and thereafter destination demurrage charge. You, the Merchant, further agree to waive, release, protect and hold us harmless in respect of any claim of whatsoever nature by whosoever for any loss or damage to the cargo or any consequence thereof while the tank containers are in a High Risk Area.

FREIGHT, LIENS AND OTHER MATTERS.

3.1. Freight, Demurrage and Charges.

3.1.1. The Merchant shall pay demurrage in respect of any Container supplied by or on behalf of the Carrier, after the expiry of "Free Days" at the rate shown on the latest Quote Confirmation. “Free Days Origin” starts when the Container is received by the Customer and time counts until the Container is loaded onboard at the Port of Exit and the Vessel sails. “Free Days Destination"” starts at the On-Carriage Location or, if no On-Carriage Location is named when the Container is discharged at the Port of Entry. Time at destination counts until the return of the Container to the Port of Entry or, if the Carriage is to an inland destination, until the Container is available at the Delivery Place for collection by the Carrier, and the Carrier has been informed of this. Weekends, and public and religious holidays are included as part of the "Free Days".

3.1.2. The Merchant shall pay all charges shown in the latest Quote Confirmation and in any applicable Tariff.

3.1.3. All freight, demurrage, charges or other amounts due to the Carrier under or in connection with this contract of carriage shall be paid by the Merchant directly to the Carrier without any offset, counterclaim or deduction in U.S. Dollars unless otherwise agreed. To verify the freight basis, the Carrier reserves the right to inspect the Goods and to check the particulars furnished by the Shipper. If the Shipper’s particulars are erroneous and additional freight is payable, the Merchant shall be liable for all expenses incurred for inspecting, weighing, measuring and valuing the Goods.

3.1.4. Full freight to destination and charges due hereunder, whether or not prepaid, shall be deemed earned upon receipt of the Goods by the Carrier, and such freight or charges shall be paid to or retained by the Carrier in any event, Vessel or other means of transportation and/or Goods lost or not lost or the Carriage broken up or abandoned.

3.2. Carrier’s Liens.

3.2.1. The Carrier shall have a lien on the Goods

for all amounts due from the Merchant under the Transport Document,

for any other amounts due to the Carrier from any person coming within the definition of Merchant, whether or not related to the Carriage, and

for general average contributions to whomsoever due. Such lien shall survive delivery of the Goods, shall extend to cover the costs of recovering any sums due (including legal fees) and may be enforced by public or private sale upon ten (10) days notice to the person named in the Consignee box of the Transport Document or, if no Consignee is named, to the Notify Party

3.2.2. The Carrier shall also have a lien on the Goods for demurrage, dead freight, fines, dues, liens, surveys, lightering, custom duties and port charges as well as legal fees and other expenses incurred in connection with attachment, seizure, detention, condemnation or other legal proceeding brought against the Goods by authorities or third parties.

3.2.3. The Carrier may exercise any lien at any time and place at its sole discretion, whether the Carriage is completed or not.

3.3. General Average.

3.3.1. General Average shall be adjusted, stated and settled according to York-Antwerp Rules 1994, at such port or place as may be selected by the Carrier or Performing Party. Average agreement and bond and such additional security as may be required by the Carrier or Performing Party shall be furnished before delivery of the Goods. The Adjustment shall be made by an Adjuster selected by the Carrier or Performing Party and his Adjustment shall be prima facie evidence as against all interests.

3.4. Both-to-Blame Collision.

3.4.1. The Both-to-Blame Collision and New Jason clauses approved by BIMCO and obtainable by the Performing Party (Carrier) upon request are fully incorporated herein.

3.5. Confidentiality

3.5.1. Without the prior consent of the Carrier, the Merchant shall not disclose the terms and conditions of carriage or any information herewith concerning the Carrier or its business to any person or entity not controlling, controlled by or under common control of them, except for disclosure of (i) information that becomes or has been generally available to the public (other than as a result of wrongful disclosure directly or indirectly by the Merchant), (ii) information learned from a third party entitled to disclose it; (iii) information already known before being disclosed; and (iv) information which must be disclosed by operation of law. For the avoidance of doubt, the Merchant shall not be entitled to receive any financial terms directly attributed to the services provided by the Performing Parties hereunder. Such information may not be disclosed due to corresponding obligations of confidentiality.

ANY VARIATION BETWEEN THE STANDARD TRADING CONDITIONS, THE GENERAL TERMS AND CONDITIONS OF CARRIAGE AND THE REVERSE TERMS AND CONDITIONS OF THE BILL OF LADING, ULTIMATELY THE BILL OF LADING IS TO BE CONSIDERED AS PARAMOUNT AND FINAL.

Standard Trading Conditions

Definitions

“Charges” shall mean all and any monies of whatever nature payable by the Customer to the Company.

“Conditions” shall mean the terms and conditions set out herein which may be referred to as “Standard Terms for the Supply of Equipment and Products and Fitting Services” or as “STC Standard Sale and Fit Terms.”

“Customer” shall mean any Person at whose request the Company provides Services or Products.

“Company” shall mean Bulk Oil and Liquid Tanks Pte. Ltd. (BOLT) and any subsidiary, affiliate or associate company by whom or on whose behalf Products or Services are provided hereunder.

“Equipment” shall mean any equipment (such as, but not limited to, bulkheads for use with flexitanks, heater pads and container liners) leased or otherwise supplied by the Company to the Customer in which property is to remain the property of the Company and which the Customer is to return to the Company in accordance with these Conditions.

“Goods” shall mean any goods (including the packaging thereof) in relation to which the Company provides any Services or any goods which are to be placed within the Products for storage or transport. If the Goods are supplied by the Company in a trailer, tank container or similar transport unit.

“Goods” shall not include such trailer, container or similar transport unit.

“Person” shall mean any person whether a natural person, corporate, partnership, limited liability partnership, similar undertaking or otherwise.

“Products” shall mean any products supplied by the Company to the Customer, including but not limited to, flexitanks, isotanks and tank containers.

“Quote Confirmation” shall mean the quote confirmation sent by the Company to the Customer confirming the Company’s agreement to supply the Products or Services.

“Services” shall mean any services covered by these Conditions which are provided by the Company to the Customer at the Customer’s request whether such Services be gratuitous or not.

Application

These Conditions shall apply to all contracts for the sale or other supply of Products by the Company to the Customer.

If the Company provides any Services ancillary to the sale or other supply of Products (such as, but not limited to, the fitting of Products, training of Customer’s staff in the use of Products, supervision of loading, discharge or other use of Products, advice on the use and suitability of Products) such Services shall be provided subject to these Conditions.

Notwithstanding Clauses 1.k, 2.a and 2.b above, if the Company offers any services in relation to the transportation or storage of Goods, such services and the supply of any Products or other Equipment in relation thereto shall be subject to the General Terms and Conditions of the Company (BOLT) (the version current at the time of entering into the contract of carriage and/or storage), a copy of which is available on request or on the website

These Conditions (and if applicable, the General Terms and Conditions referring to services in Clause 2.c) shall prevail over any conditions specified in the Customer’s purchase order. There shall be no variation to these Conditions unless it is agreed in writing and signed by the Company and the Customer.

If the sale or supply of Products or the Services provided is subject to any compulsorily applicable legislation, regulations or directives, these Conditions shall, in relation to such sale, supply or Services, be read subject to such legislation, regulations or directives.

Insofar as any clause or sub‐clause of these Conditions is held by a Court to be contrary to any compulsorily applicable legislation, regulation or directive or otherwise judged by a Court to be unlawful, void or unenforceable such clause or sub‐clause shall, to the extent necessary, be severed from these Conditions and rendered ineffective as far as possible without modifying or otherwise affecting the remaining provisions of these Conditions.

These Conditions shall apply in place of all warranties, conditions, terms, representations, statements, undertakings and obligations whether expressed or implied by statute, common law, custom, usage or otherwise all of which are excluded to the fullest extent permitted by law.

Nothing in these Conditions should be construed as a waiver by the Company of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under any compulsorily applicable legislation, regulations or directives.

Offer and Acceptance

Each order for Products shall be an offer by the Customer to purchase or lease Products subject to these Conditions.

The Company accepts such an offer by issuing a Quote Confirmation to the Customer. Unless the Customer sends written notice to the Company of any error within the Quote Confirmation or any objection to the terms of the Quote Confirmation before the delivery of the Products or the Services commence, the terms of the Quote Confirmation shall be conclusive evidence of the relevant terms of the contract.

Sales literature and other related documents (whether in hard copy or electronic) are intended as an indication only of price and range of Products offered and do not form part of the description of the Products or otherwise bind the Company. The Company reserves the right to alter such documents and literature without prior notice.

The Products

The Company warrants that the Products supplied will, at the time of delivery and subject to the terms below, correspond with the description given by the Company in the Quote Confirmation.

The Company reserves the right to make any changes to the Products which are required to confirm with any applicable statutory or regulatory requirements which do not materially affect the quality or the performance of the Products.

The Company reserves the right to supply Products of a materially similar quality, design and purpose if improvements or alterations in design or availability of materials mean that it is not reasonably or economically practicable for the Company to supply Products matching the description given in the Quote Confirmation.

The Company warrants that at the time of delivery the Products shall be free from defects in material and workmanship and, subject to Clauses 4.b and 4.c above, confirm to the specifications within the Quote Confirmation.

The Products are designed to be used only in accordance with the instructions issued by the Company. Insofar as the Products are used other than in accordance with those instructions or in breach of any of the conditions or warranties herein:

The warranties in Clauses 4.a and 4.d shall not apply to the Products so used;

The Company shall be under no liability for any losses suffered by the Customer or any other party be reason of such use.

The Customer shall indemnify and hold the Company harmless from and against any liability, loss, damage, costs and expenses incurred by the Company (including, but not limited to, claims, demands, proceedings, claims for indemnity, fines, penalties and damages) of whatever nature arising from or in relation to such use.

Services

The Company shall provide the Services with reasonable skill and care.

The Company shall have the right to subcontract all or any part of the Services.

The Customer’s Warranties

The Customer warrants that:

The flexitank will not be loaded or permitted to be loaded with any Goods which exceed a temperature of sixty (60) degrees centigrade or are below a temperature of zero degrees centigrade;

The flexitank is filled to its full nominal capacity and not overfilled or underfilled and that the flexitank is properly labeled and sealed;

The flexitank is not over the maximum legal weight limits at origin, destination and when in transit;

Products will be used by the Customer within six (6) months of delivery and will be stored by the Customer in accordance with any instructions issued by the Company;

It will not load any Goods into the Products without first obtaining written confirmation from the Company that those Goods will not damage the Products;

The description and particulars for the Goods and any information supplied by the Customer (including any information supplied by third parties on behalf of the Customer) is full and accurate;

It will strictly adhere to the operation instructions issued by the Company in relation to the Products. Such instructions are available upon request and if they are not provided with the Products the Customer shall ask the Company for a copy thereof;

It will take all necessary steps to inspect the Products and determine acceptance as meeting Customer’s specification for the carriage of Customer’s Goods to its final destination and agrees to hold the Company harmless from any claims arising out of an assertion that the Product is not in specification;

Where the Customer fits or installs the Products itself or arranges for parties other than the Company to fit or install the Products, it will ensure that the employees or parties used to fit or install the Products:

are competent to do so;

have received appropriate training in the fitting and installation of the Products;

have read and understood any instructions issued by the Company.

All necessary permits, licenses or other permissions or documents required of the Customer necessary for the intended carriage or storage of the Goods and use of the Products have been obtained;

Where the Customer or parties instructed by or on behalf of the Customer (other than the Company) provides tank containers, trailers or other such equipment into or onto which the Products are to be loaded or provides any equipment with which the Products will be used, such containers, trailers or equipment will be:

fit for their intended purpose;

suitable for use with the Products;

in a clean and sound condition; and

free from any defects which might damage or otherwise affect the Products.

Where the Customer or parties instructed by or on behalf of the Customer (other than the Company) loads Goods into the Products, the Customer shall, before any storage and/or carriage commences:

check the Products for any leaks, holes or defects;

check that all valves, doors, taps or other outlets are properly shut, sealed, tight, and not protruding from the bulkhead;

ensure that the Products are properly secure and stable and that any Goods therein are secured and stable and that the Products and Goods are safe for the intended storage and/or carriage;

report any defects or problems under paragraphs 6.12(i) to 6.12(iii) above to the Company immediately upon discovery thereof.

The Goods are not dangerous or liable to become dangerous at any time during the provision of any Services. For the purposes of this Clause “dangerous” Goods shall include any Goods which are or may become a danger to health, the environment, themselves any other property (whether belonging to the Company or any other party) or any Product.

Customer’s Undertakings

The Customer agrees not to make any claim against the Company, any director, agent or employee of the Company in relation to any Products or services provided by or on behalf of the Company.

The Customer shall save harmless and keep the Company indemnified from and against all liability, loss, damage, costs and expenses incurred by the Company (including, but not limited to, claims, demands, proceedings, claims for indemnity, fines, penalties and damages) arising out of:

The Company acting in accordance with the Customer’s instructions whether or not caused or contributed to directly or indirectly by any act, omission, neglect or default on the part of the Company and/or its employees or agents

Any act, omission or default on the part of the Customer or any breach by the Customer of any of the warranties or terms of these Conditions;

The Customer’s use of the Company Equipment.

The Customer shall save harmless and keep the Company indemnified from and against all liability, claims, costs, claims for indemnity and demands whatsoever, howsoever, arising and by whomsoever made or preferred, in excess of the liability of the Company under these conditions.

In relation to the Company Equipment:

Where, under the terms of the Customer’s agreement with the Company, the Customer is to return the Company Equipment to the Company

The Customer shall return the Company Equipment:

on the date upon which the Customer has agreed with the Company for the return of the Company Equipment; or

immediately upon completion of the carriage or storage for which the Company Equipment was supplied to the Customer;

upon expiry of a reasonable period after the Company sends written notice to the Customer demanding the return of the Company Equipment; whichever shall first occur

The Customer shall deliver the Company Equipment by delivering it (at the Customer’s cost) to the mutually agreed Company facility or to the mutually agreed facility of an agent of the Company.

Where, under the terms of the Customer’s agreement with the Company, the Company is to collect the Company Equipment from the Customer, the Customer shall ensure that the Company or its nominated agent or contractor is afforded all reasonable access to the Company Equipment to allow the Company to collect the Company Equipment upon provision of reasonable notice by the Company of its intention to so collect.

The Customer shall return all of the Company Equipment in the same condition in which it was handed over by the Company to the Customer (save for reasonable wearvand tear);

The Customer shall save harmless and indemnify the Company from and against any loss or damage whatsoever and howsoever arising to the Company Equipment from the time at which the Customer or any person acting on behalf of the Customer takes control of the Company Equipment until the time at which the Customer delivers the Company Equipment to the Company in accordance with the terms of this Clause 7.d.

To the extent Customer agrees herein to save harmless and indemnify the Company, Customer further undertakes to obtain agreement from its insurers to waive any and all rights of subrogation in favor of the Company. Failure to obtain such agreement shall cause the Customer to save harmless and indemnify the Company from any subrogation action by its insurers against the Company.

Delivery of the Products

Delivery of the Products shall be made at the address specified in the Quote Confirmation

The Company shall use its reasonable endeavors to deliver the Products on the date specified in the Quote Confirmation.

Delivery of the Products shall occur:

where the Company fits or installs the Products, upon the Company tendering the Products to the Customer as ready for loading;

where the Company does not fit or install the Products, upon the handing over of the Products to the Customer at the address specified for delivery in the Quote Confirmation.

If the Company arranges transportation of the Products to an address nominated by the Customer, the Customer shall:

ensure that reasonable access is provided to the address to ensure that delivery can take place; and

be responsible for the unloading of the Products from the delivery vehicle and ensuring that sufficient equipment and manpower is available to unload the Products from the delivery vehicle.

agree that the Company’s General Terms & Conditions and if applicable the Company’s Combined Transport Bill of Lading shall apply.

Where the Customer is to collect the Products from the Company, the Company has the right at any time to give the Customer seven (7) days written notice requiring the Customer to collect the Products. If the Customer fails to collect the products within the seven (7) days notice period:

The Products shall be held by the Company at the Customer’s sole risk;

The Customer shall pay to the Company storage charges calculated at the daily rate of USD 25 for the Products per month or part thereof;

Charges and Payment

Unless otherwise stated in writing, any pricing provided by the Company:

shall be exclusive of all taxes;

shall be exclusive of any taxes, levies, imposts, duties or other such costs or expenses applied against the Product; and shall, up to the time of delivery, be subject to variation to take into consideration currency fluctuations, changes in materials or equipment under Clause 4.b hereof, or other such expenses. If the pricing varies, the Company shall advise the Customer as soon as practicable.

The Customer shall save harmless and kept the Company indemnified from and against all and any taxes, levies, imposts, duties or other such costs or expenses which might be raised upon the Products or by reason of the supply or use of the Products.

Unless otherwise agreed in writing and subject to Clause 9.d below, all Charges shall be paid by the Customer to the Company within the terms and within the currency shown on the invoice issued by the Company.

The Customer shall pay all sums due to the Company without reduction or deferment on account of any claim, counterclaim or set‐off.

If any sum payable by the Customer to the Company becomes overdue, the Company reserves the right to charge interest at a rate of one percent (1%) per month compounded monthly and shall accrue at such rate after as well as before any judgment. Furthermore, the Customer shall save harmless and keep the Company indemnified from and against all costs, claims, indemnities, liabilities, expenses, fines, penalties or other losses of whatever nature arising by reason of such late payment.

If the Customer fails to make payment on the due date or if the Customer becomes insolvent or goes into liquidation, either compulsory or voluntary (save for the purposes of reconstruction or amalgamation), or if any administrator, administrative receiver or receiver is appointed in respect of the Customer and/or the whole or any part of the Customer’s assets, or if the Customer makes an assignment for the benefit of, or composition with its creditors generally:

any and all sums owed by the Customer to the Company shall become immediately payable; and

the Company, may without prejudice to any other right or remedy available to it, delay or withhold delivery or cancel any or all orders from and/or contracts with the Customer.

Title and Risk on the Sale of Products

If the Customer pays the total of the Charges to the Company upon or before delivery of the Products, title to the Products shall pass on delivery.

If the Customer does not pay the total of the Charges upon or before delivery of the Products, the Company shall retain title in the Products and the Products shall remain the sole and absolute property of the Company until the total of all Charges have been paid by the Customer to the Company.

While the title remains with the Company in accordance with Clause 10.2 above:

the Customer shall hold such Products on a fiduciary basis as bailee for the Company;

any proceeds of sale or otherwise of the Products shall be held in trust for the Company and shall not be mixed with other money or paid into an overdrawn bank account and shall be at all material times identified as the Company’s money;

The Customer shall upon request deliver up such of the Products as have not ceased to be in existence. If the Customer fails to do so the Company may enter upon any premises owned occupied or controlled by the Customer where the Products are situated and repossess the Products.

The Customer shall at its own expense insure the Products and keep them insured to the full amount of the Charges against “all risks” to the reasonable satisfaction of the Company duly noting the interest of the Company on any policy of insurance and shall whenever requested by the Company produce a copy of the policy of insurance.

Subject to Clause 8.e.(i), risk in the Products shall pass on delivery.

Liability

The Company shall, subject to these Conditions, be liable for the Customer’s direct losses arising from a breach of the Company’s obligations under its agreement with the Customer.

The Company shall not be liable for any loss, damage or claims arising from or in relation to:

act of God;

consequences of war, invasion, act of foreign enemy, hostilities, civil war, riots, rebellion, insurrection, military or usurped power or confiscation, requisition or destruction of or damage to property by or under the order of any government or public or local authority;

seizure or forfeiture under legal process;

breach by the Customer of a warranty or other obligation provided by the terms of these conditions;

any other error, act or omission, misstatement or misrepresentation by the Customer or other owner of the Goods or by servants or agents of either of them;

inherent liability to wastage in bulk or weight, latent defect or inherent defect, vice or natural deterioration of the Goods;

insufficient or improper packing labeling, addressing loading, stowage and securing of the Goods or the Products unless the packing, labeling, addressing, loading, stowage or securing has been undertaken by or on behalf of the Company;

strike, lockout, stoppage or restraint of labor from whatever cause;

improper use of the Products or the failure by the Customer or parties instructed by or on behalf of the Customer (other than the Company) to use, fit or install the Products in accordance with the instructions issued by the Company;

ordinary wear and tear of the Products; and

any failure by the Customer to inspect the Products upon loading of any Goods or report any problems or defects in accordance with Clause 6.12 or otherwise.

Except under special arrangements made in writing by the Company and the Customer, the Company gives no warranties or undertakings with regard to collection or delivery dates or times and is under no liability whatsoever for failure to adhere to any collection or delivery dates or times.

Any liability of the Company arising from or in relation to a breach of the Company’s obligations under its agreement with the Customer whether arising in contract, tort, bailment or otherwise shall be subject to the terms of these Conditions.

Limits of Liability

If the Company supplies Products in breach of the warranties in Clause 4, the Company’s liability for such breach shall be limited to the cost of the replacement or repair of the Products (at the option of the Company).

Subject to Clause 12.d, if the Company’s breach of the terms herein directly results in loss of or damage to Goods, the Company’s liability for such loss or damage howsoever arising shall not exceed:

the value of the Goods lost or damaged; or

a sum equivalent to 300 SDRs per metric tonne on the gross weight of the Goods actually lost or damaged; or

a sum not exceeding 7,300 SDRs for all Goods contained within any one flexitank, isotank, container or similar transport container, whichever shall be the least.

For all other claims whatsoever, howsoever arising the Company’s liability shall not exceed the charges in respect of the Products or Services which give rise to the claim.

The Company may, at its discretion and upon receiving a request from the Customer, agree to increase the limits of liability herein. The Company reserves the right to demand an additional charge for the Services or Products if such an increase is to be agreed. Such an agreement must be made in writing and signed by the Company.

Claims

Any claim must be notified to the Company within seven (7) days of the date upon which the Customer became, or ought reasonably to have become, aware of any event or incident alleged to give rise to the claim.

If any claim is not notified to the Company in accordance with Clause 13.a above, such claim shall be waived and absolutely barred unless the Customer can prove that it was impossible for the Customer to comply with the time limit in Clause 13.a above and that the Customer made the claim as soon as it was reasonable possible for it to do so.

Upon the happening of any incident or event which may give rise to a claim, the Customer shall:

retain the Products and allow the Company or any other party instructed by or on behalf of the Company to inspect the Product; and

retain samples of the Goods taken by an independent and neutral third party competent to take such samples. Insofar as the Customer fails to comply with the requirements of this Clause 13.c, such failure shall give rise to a presumption that (a) the Products were in good order and condition upon delivery and at all material times, and (b) the Goods were in good order and condition at all material times.

The Company shall, in any event, be discharged from all liability whatsoever and howsoever arising unless suit is brought and written notice thereof is given to the Company within twelve (12) months from the date of delivery of the Products or provision of the Services alleged to give rise to the cause of action against the Company.

Law and Jurisdiction

In the event of complaint or claim being made in respect of any Product or Services provided under this Agreement, claim details must be submitted in the first instance to the Company’s agent at the place where the Products were delivered and/or Services were performed and to the Company’s address. Filing a claim will not satisfy the time limits described in this Clause. The Company and the Customer shall endeavor to resolve any claim amicably but in the event this is not possible then, the issue may be referred to a mediator in accordance with the governing law.

Any dispute arising from or in relation to these Conditions and any contract or agreement subject thereto (whether or not such disputes are pursued for breach of contract or duty in tort, bailment or otherwise) including, but not limited to, any dispute as to the validity or interpretation of the contract or agreement or of these Conditions shall be subject to the exclusive jurisdiction of the courts of the country in which the Company is providing the Products or Services or upon whose behalf the Products or Services are provided has its place of business.

These conditions and any contract or agreement between the Customer and the Company which is subject to these Conditions and any dispute arising thereunder (including, but not limited to, disputes as to the validity of and effect of such agreement, these Conditions or any part thereof whether or not such disputes are pursued for breach of contract or duty in tort, bailment or otherwise) shall be construed and resolved in accordance with the law of the country identified in Clause 14.b above.

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General Terms and Conditions of Carriage