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Inland Transportation Terms

Updated 4th April 2021

1. DEFINITIONS

In this document the word:

Carrier” means Swire Shipping Pte. Ltd.

Carriage” means the whole or any part of the operations and services undertaken by the Carrier.

Container” includes any container, trailer, transportable tank, flat or pallet, or any similar article used to consolidate goods and any ancillary equipment.

CIM” means the Contract for International Carriage of Goods by Rail.

CMR” means the Convention on the Contract for the International Carriage of Goods by Road dated 19 May 1956.

Freight” includes all charges payable to the Carrier in accordance with the applicable Tariff.

Goods” means the whole or any part of the cargo received from the Merchant and includes the packing and any equipment or Container not supplied by or on behalf of the Carrier.

Indemnify” includes defend, indemnify and hold harmless whether or not the obligation to indemnify arises out of negligent or non-negligent acts or omissions of the Carrier, his servants, agents or Sub-Contractors.

Merchant” includes any Person who at any time has been or becomes the Shipper, Holder, Consignee, Receiver of the Goods, any Person who owns or is entitled to the possession of the Goods and any Person acting on behalf of any such Person.

Person” includes an individual, group, company or other entity.

Place of Delivery” means any place, other than the Port of Discharge, at which the Goods are being placed in the care and custody of the Merchant after Carriage.

Place of Receipt” means any place, other than the Port of Loading, at which the Goods are placed under the care and custody of the Carrier for the purpose of Carriage.

Port of Discharge” means any port at which the Goods are discharged from any Vessel (which may be either a feeder vessel or an ocean vessel).

Port of Loading” means any port at which the Goods are Loaded on board any vessel (which may be either a feeder vessel or an ocean vessel).

Sub-Contractor” includes (but is not limited to) owners and operators of vessels (other than the Carrier), stevedores, terminal and groupage operators, road, air and rail transport operators and any independent contractor employed by the Carrier in performance of the Carriage and sub-sub-contractors thereof.

2. CARRIER’S TARIFF

The terms and conditions of the Carrier’s applicable Tariff are incorporated herein. Particular attention is drawn to the terms and conditions therein relating to container and vehicle demurrage. Copies of the relevant provisions of the applicable Tariff are obtainable from the Carrier or his agents upon request.

3. WARRANTY

The Merchant warrants that in agreeing to the terms and conditions hereof they are, or have the authority of the Person owning or entitled to the possession of the Goods.

4.SUB-CONTRACTING AND INDEMNITY

4.1. The Carrier shall be entitled to Sub-Contract the Carriage on any terms whatsoever.

4.2. The Merchant undertakes that no claim or allegation shall be made against any Person whomsoever by whom the Carriage is performed or undertaken (including all Sub-Contractors of the Carrier), other than the Carrier, which imposes or attempts to impose upon any such Person or any vessel owned by any such Person, any liability whatsoever in connection with the Goods or the Carriage of the Goods, whether or not arising out of negligence on the part of such Person and, if any such claim or allegation should nevertheless be made, the Merchant will indemnify the Carrier against all consequences thereof. Without prejudice to the foregoing every such Person or vessel shall have the benefit of every right, defence, limitation and liberty of whatsoever nature herein contained or otherwise available to the Carrier as if such provisions were expressly for their benefit; and in entering into this contract, the Carrier, to the extent of these provisions, do so not only on their own behalf but also as agent and trustee for such Persons or vessel.

4.3. The Merchant further undertakes that no claim or allegation in respect of the Goods shall be made against the Carrier by any Person other than in accordance with the terms and conditions which imposes or attempts to impose upon the Carrier any liability whatsoever in connection with the Goods or the Carriage of the Goods, whether or not arising out of negligence on the part of the Carrier and, if any such claim or allegation should nevertheless be made, to indemnify the Carrier against all consequences thereof.

5. CARRIER’S RESPONSIBILITY

Multimodal Transport

The Carrier shall have no liability whatsoever for loss or damage to the Goods occurring before acceptance of the Goods in the Carrier’s care and custody or after the Carrier tendered the Goods at the Place of Delivery or Port of Discharge, whichever is applicable.

The Carrier shall be liable for loss or damage occurring during the Carriage only to the extent set out below:

5.1. If the stage of the Carriage during which the loss or damage occurred is not known:

  1. The Carrier shall be relieved of liability if the loss or damage was caused by the following exclusions:
    1. in act or omission of the Merchant.
    2. insufficiency of or defective condition of packing or marking.
    3. handling, loading, stowage or unloading of the Goods by or on behalf of the Merchant.
    4. inherent vice of the Goods.
    5. strike, lock-out, stoppage or restraint of labour, from whatever cause, whether partial or general.
    6. a nuclear incident.
    7. any cause or event which the Carrier could not avoid and the consequences whereof he could not prevent by the exercise of reasonable diligence.
    8. any act or omission of the Carrier the consequences of which he could not reasonably have foreseen.
    9. compliance with instructions of any Person entitled to give them.
  2. The burden of proof that the loss or damage was caused by an exclusion under Clause 5(1)(a) shall rest upon the Carrier If the Carrier establishes that the loss or damage could be attributed to one of the exclusions listed in Clause 5(1)(a)(ii), (iii) or (iv), it shall be presumed that it was so caused.
  3. Limitations of Liability The Carrier’s maximum liability under Clause 5(1) whatsoever and howsoever arising shall not exceed 2 SDRs per kilo of the gross weight of the Goods lost or damaged. (SDR means Special Drawing Right as defi ned by the International Monetary Fund.)

5.2. If the stage of the Carriage during which the loss or damage occurred is known, notwithstanding Clause 6(1), the liability of the Carrier in respect of such loss or damage shall be determined, as follows:

  1. If the Multimodal Transport is to or from the USA the liability of the Carrier for loss or damage to the Goods while in the Carrier’s care and custody shall be subject to US COGSA. US COGSA also applies before the Goods are loaded on or after they are discharged from the Vessel in the USA.,
  2. If Multimodal Transport is not to or from the USA, the liability of the Carrier for loss or damage to the Goods while in the Carrier’s care and custody shall be determined by: –
    1. if the loss occurred during any inland Carriage by road, the CMR, and if the CMR is not applicable, in accordance with the contract or tariff of the road haulier in whose custody the loss or damage occurred or in accordance with Clauses 6.1(a) and 6.1(c), whichever imposes lesser liability on the Carrier; or
    2. if the loss occurred during any Carriage by rail, the CIM, and if the CIM is not applicable in accordance with the contract or tariff of the rail transport provider in whose custody the loss or damage occurred, or in accordance with Clauses 6.1(a) and 6.1(c), whichever imposes lesser liability on the Carrier

5.3. Notice of Loss or Damage
The Carrier shall be deemed to have delivered the Goods unless notice of loss or damage to the Goods, indicating the nature of such loss or damage, shall have been given in writing to the Carrier or to his representative before or at the time of removal of the Goods into the custody of the Person entitled to delivery, or, if the loss or damage is not apparent, within three working days thereafter.

5.4. Time-bar
The Carrier shall be discharged of all liability whatsoever in respect of the Goods unless suit is brought and notice thereof given to the Carrier within nine months after delivery of the Goods or, if the Goods are not delivered, ten months after the date of confirmation of service request.

6. SUNDRY LIABILITY PROVISIONS

6.1. Basis of Compensation
Compensation shall be calculated by reference to the value of the Goods at the place and time they are delivered to the Merchant, or at the place and time they should have been delivered. For the purpose of determining the extent of the Carrier’s liability for loss or damage to the Goods, the sound value of the Goods is agreed to be the invoice value plus freight and insurance if paid.

6.2. If the Goods are not subject to an invoice value the value of the Goods shall be determined according to the current commodity exchange price or if there is no such price, according to the current market price, or, if there is no commodity exchange price or current market price, by reference to the normal value of goods of the same kind and quality.

6.3. Hague Rules Limitation
If the Hague Rules are applicable by national law, the liability of the Carrier shall in no event exceed the limit provided in the applicable national law. If the Hague Rules are applicable otherwise than by national law, in determining the liability of the Carrier the liability shall in no event exceed £100 sterling per package or unit.

6.4. Delay
The Carrier does not undertake that the Goods shall arrive at the Place of Delivery at any particular time or to meet any particular market or use, and the Carrier shall in no circumstances whatsoever and howsoever arising be liable for direct, indirect or consequential loss or damage caused by delay.

6.5. Scope of Application

  1. The terms and conditions shall at all times govern all responsibilities of the Carrier in connection with or arising out of the supply of a Container to the Merchant, not only during the Carriage but also during the periods prior to and/or subsequent to the Carriage.
  2. The rights, defences, limitations and liberties of whatsoever nature provided for shall apply in any action against the Carrier for loss or damage or delay, howsoever occurring and whether the action be founded in contract or in tort, and even if the loss, damage or delay arose as a result of negligence or fundamental breach of contract.
  3. The Carrier shall in no circumstances whatsoever and howsoever arising be liable for direct or indirect or consequential loss or damage or loss of profits.

6.6. Inspection by Authorities
If by order of the authorities at any place, a Container has to be opened for the Goods to be inspected, the Carrier will not be liable for any loss or damage incurred as a result of any opening, unpacking, inspection or repacking. The Carrier shall be entitled to recover the cost of such opening, unpacking, inspection and repacking from the Merchant.

7.MERCHANT-PACKED CONTAINERS

7.1. If a Container has not been packed by or on behalf of the Carrier, the Carrier shall not be liable for loss or damage to the Goods caused by:

  1. the manner in which the Container has been packed, or
  2. the unsuitability of the Goods for carriage in the Container supplied, or
  3. the unsuitability or defective condition of the Container, or the incorrect setting of any temperature controls thereof, provided that, if the Container has been supplied by or on behalf of the Carrier, this unsuitability, defective condition or incorrect setting could have been apparent upon inspection by the Merchant at or prior to the time when the Container was packed, or
  4. packing temperature controlled Goods that are not at the correct temperature for Carriage.

7.2. The Merchant is responsible for the packing and sealing of all Merchant -Packed Containers and, if a Merchant -Packed Container is delivered by the Carrier with its original seal as affixed by the Merchant intact, the Carrier shall not be liable for any shortage of Goods ascertained at delivery.

7.3. The Merchant shall indemnify the Carrier against any loss, damage, liability or expense whatsoever and howsoever arising caused by one or more of the matters referred to in Clause 7(1).

8.INSPECTION OF GOODS

The Carrier or any Person to whom the Carrier has sub-contracted the Carriage or any Person authorised by the Carrier shall be entitled, but under no obligation, to open any Container or package at any time and to inspect, weigh and/or measure the Goods.

9.CARRIAGE AFFECTED BY CONDITION OF GOODS

If it appears at any time that, due to their condition, the Goods cannot safely or properly be carried or carried further, either at all or without incurring any additional expense or taking any measure(s) in relation to the Container or the Goods, the Carrier may without notice to the Merchant (but as his agent only) take any measure(s) and/or incur any additional expense to carry or to continue the Carriage thereof, and/or sell or dispose of the Goods, and/or abandon the Carriage and/or store them ashore or afloat, under cover or in the open, at any place, whichever the Carrier, in his absolute discretion, considers most appropriate, which abandonment, storage, sale or disposal shall be deemed to constitute due delivery. The Merchant shall indemnify the Carrier against any additional expense so incurred.

10.MERCHANT’S RESPONSIBILITY

10.1.All of the Persons coming within the definition of Merchant in Clause 1 shall be jointly and severally liable to the Carrier for the due fulfilment of all obligations and warranties undertaken by the Merchant and remain so liable throughout Carriage.

10.2.The Merchant warrants to the Carrier that the particulars relating to the Goods have been checked by the Merchant and that such particulars, and any other particulars furnished by or on behalf of the Merchant, are adequate and correct. The Merchant also warrants that the Goods are lawful goods and contain no contraband. If the Container is not supplied by or on behalf of the Carrier, the Merchant further warrants that the Container meets all ISO and/or other international safety standards and is fit in all respects for Carriage by the Carrier.

10.3. The Merchant shall comply with all regulations or requirements of Customs, port and other authorities, and shall bear and pay all duties, taxes, fines, imposts, expenses or losses (including, without prejudice to the generality of the foregoing, Freight for any additional Carriage undertaken) incurred or suffered in respect of the Goods, and shall indemnify the Carrier in respect thereof.

10.4. If Containers supplied by or on behalf of the Carrier are unpacked by or on behalf of the Merchant, the Merchant is responsible for returning the empty Containers free from labels, etc., with interiors brushed clean, odour free and in every respect fit for immediate reuse, to the point or place designated by the Carrier, his servants or agents, within the time prescribed. Should a Container not be returned as required above within the time prescribed, the Carrier is entitled to take such steps as he considers appropriate for the account of the Merchant and the Merchant shall be liable for any detention, loss or expense incurred as a result thereof.

10.5. Containers released into the care of the Merchant for packing, unpacking or any other purpose whatsoever are at the sole risk of the Merchant until redelivered to the Carrier. The Merchant shall indemnify the Carrier for all loss and/or damage to such Containers occurring during such period. The Merchant shall also indemnify the Carrier for any loss, damage, injury, fines or expenses caused or incurred by such Containers whilst in his control.

11.FREIGHT

11.1. Freight shall be deemed fully earned on receipt of the Goods by the Carrier and shall be paid and non-returnable in any event.

11.2. Freight must be paid in the stipulated currency.

11.3. Freight has been calculated on the basis of particulars furnished by or on behalf of the Merchant. If the particulars furnished by or on behalf of the Merchant are incorrect, it is agreed that a sum equal to double the correct Freight less the Freight charged shall be payable as liquidated damages to the Carrier. Freight has been calculated on the basis of the Carrier’s costs as known at the time the contract of Carriage is made. Should there be any subsequent change in those costs, the Carrier may recover additional Freight from the Merchant, whether or not Freight is prepaid or collect and whether or not Carriage has commenced.

11.4. All Freight shall be paid without any set-off, counter-claim, deduction or stay of execution before delivery of the Goods.

11.5. Any person engaged by the Merchant to perform forwarding services in respect of the Goods shall be considered to be the exclusive agent of the Merchant for all purposes and any payment of Freight to such person shall not be considered payment to the Carrier in any event. Failure of such person to pay any part of the Freight to the Carrier shall be considered a default by the Merchant in the payment of Freight.

12.LIEN

The Carrier shall have a lien on the Goods and any documents relating thereto for all sums payable to the Carrier under this contract and for general average contributions, to whomsoever due. The Carrier shall also have a lien against the Merchant on the Goods and any documents relating thereto for all sums due from him to the Carrier under any other contract. The Carrier may exercise his lien at any time and at any place at his sole discretion, whether the contractual Carriage is completed or not. In any event any lien shall extend to cover the cost of recovering the sums due and for that purpose the Carrier shall have the right to sell the Goods by public auction or private treaty, without notice to the Merchant at any time and at any place at the sole discretion of the Carrier. The Carrier’s lien shall survive the delivery of the Goods.

13.METHODS AND ROUTES OF CARRIAGE

13.1. The Carrier may at any time and without notice to the Merchant:

  1. use any means of carriage whatsoever
  2. unpack and remove the Goods which have been packed into a Container and forward them in a Container or otherwise.
  3. proceed by any route in his discretion (whether or not the nearest or most direct or customary or advertised route), at any speed, and proceed to or stay at any place or port whatsoever, once or more often and in any order.
  4. load or unload the Goods at any place or port and store the Goods at any such place or port.
  5. comply with any orders or recommendations given by any government or authority, or any Person acting or purporting to act as or on behalf of such government or authority, or having under the terms of any insurance on any conveyance employed by the Carrier the right to give orders or directions.

13.2. By tendering the Goods for Carriage without any written request for Carriage in a specialised Container, or within a specific temperature range, or subject to any particular attention, or for Carriage otherwise than in a Container, the Merchant accepts that the Carriage may properly be undertaken in a general purpose container.

14.DANGEROUS GOODS

14.1. No goods which are or may become dangerous, inflammable, damaging or injurious (including radio-active materials), or which are or may become liable to damage any property whatsoever or injure any person whomsoever, shall be tendered to the Carrier for Carriage without his express consent in writing, and without the Container or other covering in which the Goods are to be carried as well as the Goods themselves being distinctly marked on the outside so as to indicate the nature and character of any such Goods and so as to comply with any applicable laws, regulations or requirements. If any such Goods are delivered to the Carrier without such written consent and/or marking, or if in the opinion of the Carrier the Goods are or are liable to become of a dangerous, inflammable, damaging or injurious nature, they may at any time be destroyed, disposed of, abandoned or rendered harmless without compensation to the Merchant and without prejudice to the Carrier’s right to Freight.

14.2. The Merchant undertakes that such Goods are packed in a manner adequate to withstand the risks of Carriage having regard to their nature and in compliance with all laws or regulations which may be applicable during the Carriage. If the Goods are not packed into the Container by or on behalf of the Carrier, the Merchant undertakes that incompatible Goods are not packed in the same Container.

14.3. Whether or not the Merchant was aware of the nature of the Goods, the Merchant shall indemnify the Carrier against all claims, losses, damages or expenses arising in consequence of the Carriage of such Goods.

14.4. Nothing contained in this Clause shall deprive the Carrier of any of his rights provided for elsewhere.

15.NOTIFICATION AND DELIVERY

15.1. Any mention herein of parties to be notified of the arrival of the Goods is solely for information of the Carrier, and failure to give such notification shall not involve the Carrier in any liability nor relieve the Merchant of any obligation hereunder.

15.2. If the delivery of the Goods or any part thereof is not taken by the Merchant at the time and place when and where the Carrier is entitled to call upon the Merchant to take delivery thereof , the Carrier shall be entitled without notice to unstow the Goods or that part thereof if stowed in Containers and/or to store the Goods or that part thereof ashore, afloat, in the open or under cover, at the sole risk of the Merchant. Such storage shall constitute due delivery hereunder and thereupon the liability of the Carrier in respect of the Goods or that part thereof stored as aforesaid (as the case may be) shall wholly cease and the cost of such storage (if paid or payable by the Carrier or any agent or subcontractor of the Carrier) shall forthwith upon demand be paid by the Merchant to the Carrier.

15.3. If the Merchant fails to take delivery of the Goods within thirty days of delivery becoming due or if in the opinion of the Carrier they are likely to deteriorate, decay or become worthless or incur charges whether for storage or otherwise in excess of their value, the Carrier may, without prejudice to any other rights which he may have against the Merchant, without notice and without any responsibility whatsoever attaching to him, sell, destroy or dispose of the Goods and apply any proceeds of sale in reduction of the sums due to the Carrier from the Merchant.

15.4. Refusal by the Merchant to take delivery of the Goods in accordance with the terms of this Clause and/or to mitigate any loss or damage thereto shall constitute a waiver by the Merchant to the Carrier of any claim whatsoever relating to the Goods or the Carriage thereof.

15.5. If, at the place where the Carrier is entitled to call upon the Merchant to take delivery of the Goods, the Carrier is obliged to hand over the Goods into the custody of any customs, port or other authority, such hand-over shall constitute due delivery to the Merchant.

16.VARIATION OF THE CONTRACT

No servant or agent of the Carrier shall have the power to waive or vary any of the terms , unless such waiver or variation is in writing and is specifically authorised or ratified in writing by the Carrier.

17.LAW AND JURISDICTION

17.1. Unless Clause 18 or 19 applies the contract evidenced hereby or contained herein shall be governed by Singapore law.

17.2. Any claim against the Carrier hereunder shall be determined by the Singapore courts to the exclusion of the jurisdiction of the courts of another country. The Carrier shall however be entitled to pursue any claim against the Merchant in Singapore or in any other jurisdiction in which the Merchant has assets.

18.VALIDITY

In the event that anything herein contained is inconsistent with any applicable international convention or national law which cannot be departed from by private contract, the provisions hereof shall to the extent of such inconsistency but no further be null and void.

19. USA CLAUSE PARAMOUNT (if applicable)

19.1. The Carrier shall not be liable in any capacity whatsoever for loss, damage or delay of or to the Goods while the Goods are in the United States of America away from the sea terminal and are not in the actual custody of the Carrier. At these times the Carrier acts as agent only to procure Carriage by Persons (one or more) under the usual terms and conditions of those Persons. If, for any reason, the Carrier is denied the right to act as agent only at these times, his liability for loss, damage or delay to the goods shall be determined in accordance with Clause 6 hereof, failing which, in accordance with the provisions of US COGSA.

19.2. If US COGSA applies the liability of the Carrier shall not exceed US$500 per package or customary freight unit (in accordance with Section 1304(5) thereof), unless the value of the Goods has been declared.