THE CUSTOMER’S ATTENTION IS DRAWN TO SPECIFIC CLAUSES HEREOF WHICH EXCLUDE OR
LIMIT THE COMPANY’S LIABILITY AND THOSE WHICH REQUIRE THE CUSTOMER TO INDEMNIFY
THE COMPANY IN CERTAIN CIRCUMSTANCES.
All headings are indicative and do not form part
of these conditions
1 In these conditions the following words shall have the following meanings:-
“Company” the Savannah Freight Services trading under these conditions.
“Consignee” the Person to whom the goods are consigned.
“Customer” any Person at whose request or on whose behalf the Company
undertakes any business or provides advice, information or services.
“Goods” the cargo to which any business under these conditions relates “Person”
natural person(s) or anybody or bodies corporate.
“SDR” are Special Drawing Rights as defined by the International Monetary Fund.
“Transport Unit” packing case, pallets, container, trailer, tanker, or any
other device used whatsoever for and in connection with the carriage of Goods
by land, sea or air.
“Owner” the Owner of the Goods or Transport Unit and any other Person who is or
may become interested in them
2 (A) Subject to sub-paragraph (B)
below, all and any activities of the Company in the course of business, whether
gratuitous or not, are undertaken subject to these conditions.
2 (B) If any legislation, to include
regulations and directives, is compulsorily applicable to any business
undertaken, these conditions shall, as regards such business, be read as
subject to such legislation, and nothing in these conditions shall be construed
as a surrender by the Company of any of its rights or immunities or as an
increase of any of its
responsibilities or liabilities under such legislation, and if any part of
these conditions be repugnant to such legislation to any extent, such part
shall as regards such business be overridden to that extent and no further.
3 The Customer warrants that he is either
the Owner, or the authorised agent of the Owner and, also, that he is accepting
these conditions not only for himself, but also as agent for and on behalf of
4 (A) Subject to clauses 11 and 12 below,
the Company shall be entitled to procure any or all of the services as an agent,
or, to provide those services as a principal.
4 (B) The Company reserves to itself full
liberty as to the means, route and procedure to be followed in the performance
of any service provided in the course of business undertaken subject to these
5 When the Company contracts as a principal
for any services, it shall have full liberty to perform such services itself,
to subcontract on any terms whatsoever, the whole or any part of such services.
6 (A) When the Company acts as an agent on
behalf of the Customer, the Company shall be entitled, and the Customer hereby
expressly authorises the Company, to enter into all and any contracts on behalf
of the Customer as may be necessary
or desirable to fulfil the Customer’s instructions, and whether such contracts
are subject to the trading conditions of the
parties with whom such contracts are made, or otherwise.
6 (B) The Company shall, on demand by the
Customer, provide evidence of any contract entered into as agent for the
Customer. Insofar as the Company may be in default of the obligation to provide
such evidence, it shall be deemed to
have contracted with the Customer as a principal for the performance of the
7 In all and any dealings with HMRC for and
on behalf of the Customer and/or Owner, the Company is deemed to be appointed,
and acts as, Direct Representative only.
PENALTY, INTEREST & LIEN
8.A.1 Whilst observing the provisions of the
present conditions the ‘company’ is at liberty (but is not obliged) to extend
credit to the customer. Having said that the ‘company’ is equally at liberty,
where he deems it proper, to demand immediate payment or payment beforehand or
in the alternative payment of such advance payment as in his discretion he may
8.A.2 The term of credit is 7 days as of invoice
date (unless it has been explicitly agreed otherwise in writing [including by
telex, facsimile and/or e-mail]); this means that the total amount of the
invoice in question, without deduction, set off or compensation, is to be
credited to the account of the ‘company’ with value within 7 days of the invoice
date at the latest;
customer shall pay the invoices received from/amounts due to the ‘company’
promptly (or in the alternative where applicable strictly within the agreed
term of credit) and without set off or compensation;
8.A.4 Failing timely payment the customer is in
default without separate summons or notice whilst the ‘company’ shall have recourse
to all rights and actions arising there from; furthermore the customer shall
then be owing
8.A.5 A penalty of 10% over the (invoice) amount
‘Statutory commercial interest of 8.5%.
8.A.7 In the event that the customer, after
having been summoned by/on behalf of the ‘company’, remains in default with
amicably paying the sums due (inclusive of interests and penalty), then the ‘company
is at liberty to secure and enforce compliance by the customer with the latters
obligations by all means legal, inclusive of but not limited to security
arrests and/or ‘summary proceedings for collection’; general conditions and rules
8.A.8 All costs to be incurred in the process
shall be for the account of the customer, inclusive of the full attorney’s
and/or bailiffs fees and disbursements; furthermore the ‘company’ shall then
also have a lien on anything of the customer (inclusive of but not limited to
goods and documents) that the ‘company’ has or shall have under his control
irrespective of to whom it belongs, subject to sub-clause (B) below
8 (B) When the Goods are liable to perish
or deteriorate, the Company's right to sell or dispose of or deal with the
Goods shall arise immediately upon any sum becoming due to the Company, subject
only to the Company taking reasonable steps to bring to the Customer's
attention its intention to sell or dispose of the Goods before doing so.
9 The Company shall be entitled to retain
and be paid all brokerages, commissions, allowances and other remunerations
customarily retained by, or paid to, freight forwarders.
10 (A) Should the Customer, Consignee or
Owner of the Goods fail to take delivery at the appointed time and place when
and where the company is entitled to deliver, the Company shall be entitled to
store the Goods, or any part thereof, at the sole risk of the Customer or
Consignee or Owner, whereupon the Company’s liability in respect of the Goods,
or that part thereof, stored as aforesaid, shall wholly cease. The Company’s
liability, if any, in relation to such storage, shall be governed by these
conditions. All costs incurred by the Company as a result of the failure to
take delivery shall be deemed as freight earned, and such costs shall, upon
demand, be paid by the Customer.
10 (B) The Company shall be entitled at the
expense of the Customer to dispose of or deal with (by sale or otherwise as may
be reasonable in all the circumstances):-(i) after at least 28 days notice in
writing to the Customer, or (where the Customer cannot be traced and reasonable
efforts have been made to contact any parties who may reasonably be supposed by
the Company to have any interest in the Goods) without notice, any Goods which
have been held by the Company for 90 days and which
cannot be delivered as instructed; and(ii) without prior notice, any Goods
which have perished, deteriorated, or altered, or are in immediate prospect of
doing so in a manner which has caused or may reasonably be expected to cause
loss or damage to the Company, or third parties, or to contravene any
applicable laws or regulations.
11 (A) No insurance will be effected except
upon express instructions given in writing by the Customer and accepted in
writing by the Company, and all insurances effected by the Company are subject
to the usual exceptions and conditions of the policies of the insurers or
underwriters taking the risk. Unless otherwise agreed in writing, the Company
shall not be under any obligation to effect a separate insurance on the goods,
but may declare it on any open or general policy held by the Company.
11 (B) Insofar as the Company agrees to
effect insurance, the Company acts solely as agent for the Customer, and the
limits of liability under clause 26(A) (ii) of these conditions shall not apply
to the Company’s obligations under clause 11.
12 (A) Except under special arrangements
previously made in writing by an officer of the Company so authorised, or made
pursuant to or under the terms of a printed document signed by the Company, any
instructions relating to the delivery or
release of the Goods in specified circumstances (such as, but not limited to,
against payment or against surrender of a particular document) are accepted by
the Company, where the Company has to engage third parties to effect compliance
with the instructions, only as agents for the Customer.
12 (B) Despite the acceptance by the
Company of instructions from the Customer to collect freight, duties, charges,
dues, or other expenses from the Consignee, or any other Person, on receipt of
evidence of proper demand by the Company, and,
in the absence of evidence of payment (for whatever reason) by such Consignee,
or other Person, the Customer shall remain responsible for such freight,
duties, charges, dues, or other expenses.
12 (C) The Company shall not be under any
liability in respect of such arrangements as are referred to under sub-clause
(A) and (B) hereof save where such arrangements are made in writing, and in any
event, the Company’s liability in respect of the performance of, or arranging
the performance of, such instructions shall not exceed the limits set out in
clause 26(A) (ii) of these conditions.
13 Advice and information, in whatever form
it may be given, is provided by the Company for the Customer only. The Customer
shall indemnify the Company against all loss and damage suffered as a
consequence of passing such advice or information on to any third party.
14 Without prior agreement in writing by an
officer of the Company so authorised, the Company will not accept or deal with
Goods that require special handling regarding carriage, handling, or security
whether owing to their thief attractive nature
or otherwise including, but not limited to bullion, coin, precious stones,
jewellery, valuables, antiques, pictures, human remains, livestock, pets,
plants. Should any Customer nevertheless deliver any such goods to the Company,
or cause the
Company to handle or deal with any such goods, otherwise than under such prior
agreement, the Company shall have no liability whatsoever for or in connection
with the goods, howsoever arising.
15 Except pursuant to instructions
previously received in writing and accepted in writing by the Company, the
Company will not accept or deal with Goods of a dangerous or damaging nature,
nor with Goods likely to harbour or encourage vermin
or other pests, nor with Goods liable to taint or affect other Goods. If such
Goods are accepted pursuant to a special arrangement, but, thereafter, and in
the opinion of the Company, constitute a risk to other goods, property, life or
health, the Company shall, where reasonably practicable, contact the Customer
in order to require him to remove or otherwise deal with the goods, but
reserves the right, in any event, to do so at the expense of the Customer.
16 Where there is a choice of rates
according to the extent or degree of the liability assumed by the Company
and/or third parties, no declaration of value will be made and/or treated as
having been made except under special arrangements
previously made in writing by an officer of the Company so authorised as
referred to in clause 26(D).
17 (A) The Customer warrants:
(i) that the description and particulars of any Goods or information furnished,
or services required, by or on behalf of the Customer are full and accurate,
ii) that any Transport Unit and/or equipment
supplied by the Customer in relation to the performance of any requested
service is fit for purpose, and
17 (B) that all Goods have been properly
and sufficiently prepared, packed, stowed, labelled and/or marked, and that the
preparation, packing, stowage, labelling and marking are appropriate to any
operations or transactions affecting the
Goods and the characteristics of the Goods.
17 (C) that where the Company receives the
Goods from the Customer already stowed in or on a Transport Unit, the Transport
Unit is in good condition, and is suitable for the carriage to the intended
destination of the Goods loaded therein, or thereon, and
17 (D) that where the Company provides the
Transport Unit, on loading by the Customer, the Transport Unit is in good
condition, and is suitable for the carriage to the intended destination of the
Goods loaded therein, or thereon.
18 Without prejudice to any rights under
clause 15, where the Customer delivers to the Company, or causes the Company to
deal with or handle Goods of a dangerous or damaging nature, or Goods likely to
harbour or encourage vermin or other
pests, or Goods liable to taint or affect other goods, whether declared to the
Company or not, he shall be liable for all loss or damage arising in connection
with such Goods, and shall indemnify the Company against all penalties, claims,
damages, costs and expenses whatsoever arising in connection therewith, and the
Goods may be dealt with in such manner as the Company, or any other person in
whose custody they may be at any relevant time, shall think fit.
19 The Customer undertakes that no claim
shall be made against any director, servant, or employee of the Company which
imposes, or attempts to impose, upon them any liability in connection with any
services which are the subject of these
conditions, and, if any such claim should nevertheless be made, to indemnify
the Company against all consequences thereof.
20 The Customer shall save harmless and
keep the Company indemnified from and against:-
20 (A) all liability, loss, damage, costs
and expenses whatsoever (including, without prejudice to the generality of the
foregoing, all duties, taxes, imposts, levies, deposits and outlays of
whatsoever nature levied by any authority in relation to the
Goods) arising out of the Company acting in accordance with the Customer's
instructions, or arising from any breach by the Customer of any warranty
contained in these conditions, or from the negligence of the Customer, and
20 (B) without derogation from sub-clause
(A) above, any liability assumed, or incurred by the Company when, by reason of
carrying out the Customer's instructions, the Company has become liable to any
other party, and
20 (C) all claims, costs and demands
whatsoever and by whomsoever made or preferred, in excess of the liability of
the Company under the terms of these conditions, regardless of whether such
claims, costs, and/or demands arise from, or
in connection with, the breach of contract, negligence or breach of duty of the
Company, its servants, sub-contractors or agents, and
20 (D) any claims of a general average
nature which may be made on the Company.
21 (A) The Customer shall pay to the Company
in cash, or as otherwise agreed, all sums when due, immediately and without
reduction or deferment on account of any claim, counterclaim or set-off.
21 (B) The Late Payment of Commercial Debts
(Interest) Act 1998, as amended, shall apply to all sums due from the Customer
22 Where liability arises in respect of
claims of a general average nature in connection with the Goods, the Customer
promptly provide security to the Company, or to any other party designated by
the Company, in a form acceptable to the
23 The Company shall perform its duties
with a reasonable degree of care, diligence, skill and judgment.
24 The Company shall be relieved of
liability for any loss or damage if, and to the extent that, such loss or damage
is caused by:-
24 (A) strike, lock-out, stoppage or
restraint of labour, the consequences of which the Company is unable to avoid
exercise of reasonable diligence; or
24 (B) any cause or event which the Company
is unable to avoid, and the consequences of which the company is unable to
prevent by the exercise of reasonable diligence.
25 Except under special arrangements
previously made in writing by an officer of the Company so authorised, the
Company accepts no responsibility with regard to any failure to adhere to
agreed departure or arrival dates of Goods.
26 (A) Subject to clause 2(B) and 11(B)
above and sub-clause (D) below, the Company’s liability howsoever arising and,
notwithstanding that the cause of loss or damage be unexplained, shall not
(i) in the case of claims for loss or damage to Goods:
(a) the value of any loss or damage, or
(b) a sum at the rate of 2 SDR per kilo of the gross weight of any Goods lost
or damaged whichever shall be the lower.
(ii) subject to (iii) below, in the case of all other claims:
(a) the value of the subject Goods of the
relevant transaction between the Company and its Customer, or
(b) where the weight can be defined, a sum calculated at the rate of two SDR
per kilo of the gross weight of the subject Goods of the said transaction, or
(c) 75,000 SDR in respect of any one transaction, whichever shall be the least.
(iii) in the case of an error and/or omission, or a series of errors and/or
omissions which are repetitions of or represent the continuation of an original
error, and/or omission
(a) the loss incurred, or
(b) 75,000 SDR in the aggregate of any one trading year commencing from the
time of the making of the original error,
and/or omission, whichever shall be the lower.For the purposes of clause 26(A),
the value of the Goods shall be their value when they were, or should have
shipped. The value of SDR shall be calculated as at the date when the claim is
received by the Company in writing.
26 (B) Subject to clause 2(B) above and
sub-clause (D) below, the Company’s liability for loss or damage as a result of
failure to deliver, or arrange delivery of goods, in a reasonable time, or
(where there is a special arrangement under Clause 25)
to adhere to agreed departure or arrival dates, shall not in any circumstances
whatever exceed a sum equal to twice the amount of the Company’s charges in
respect of the relevant contract.
26 (C) Save in respect of such loss or
damage as is referred to at sub-clause (B), and subject to clause 2(B) above
and Sub- Clause (D) below, the Company shall not in any circumstances
whatsoever be liable for indirect or consequential loss
such as (but not limited to) loss of profit, loss of market, or the
consequences of delay or deviation, however caused.
26 (D) On express instructions in writing
declaring the commodity and its value, received from the Customer and accepted
by the Company, the Company may accept liability in excess of the limits set
out in sub-clauses (A) to (C) above upon the
Customer agreeing to pay the Company’s additional charges for accepting such
increased liability. Details of the Company’s additional charges will be
provided upon request.
27 (A) Any claim by the Customer against
the Company arising in respect of any service provided for the Customer, or
which the Company has undertaken to provide, shall be made in writing and
notified to the Company within 14 days of the date
upon which the Customer became, or ought reasonably to have become, aware of
any event or occurrence alleged to give rise to such claim, and any claim not
made and notified as aforesaid shall be deemed to be waived and absolutely
barred, except where the Customer can show that it was impossible for him to
comply with this time limit, and that he has made the claim as soon as it was
reasonably possible for him to do so.
27 (B) Notwithstanding the provisions of
sub-paragraph (A) above, the Company shall in any event be discharged of all
liability whatsoever and howsoever arising in respect of any service provided
for the Customer, or which the Company has undertaken to provide, unless suit
be brought and written notice thereof given to the Company within nine months
from the date of the event or occurrence alleged to give rise to a cause of
action against the Company.
28 These conditions and any act or contract
to which they apply shall be governed by English law and any dispute arising
out of any act or contract to which these Conditions apply shall be subject to
the exclusive jurisdiction of the English courts.