TERMS WERE ADOPTED FROM THE CYPRUS FREIGHT FORWARDERS & LOGISTICS
ASSOSIATIONS
The Customer’s attention is drawn to the Clauses hereof which exclude or limit KIVOTOS SHIPPING & LOGISTICS SERVICES LIMITED
(hereinafter referred to as, “the Company”) liability and those which require the Customer to indemnify the Company in certain
circumstances. Definitions
- In these Conditions:
“Company” trading under the Cyprus Freight forwarders and Logistics Association Terms and Conditions. - “Conditions” means the entire undertakings, terms, conditions and clauses embodied herein.
“person” includes persons or any Body or Bodies Corporate.
“the Owner” means the owner of the goods (including any packaging, containers or equipment), to which
any business concluded under these Conditions relates and any other who is or may become interested in them.
“Customer” means any person at whose request or on whose behalf the Company undertakes any business, or provides
advice, information or services.
“instructions” means a statement of the Customer’s specific requirements.
Headings - Headings of Clauses or groups of Clauses are for indicative purposes only.
Application - (A) Subject to sub-paragraphs (B) and (C) below, all and any activities of the Company in the Course of Business whether
gratuitous or not are undertaken subject to these Conditions.
(B) if any legislation 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.
(C) Subject to sub-clause (B) above the Company and the Customer may agree that in respect of all or any
part or parts of any contract for the movement of goods, the Company shall issue a FIATA Combined Transport Bill of
Lading (FBL) subject to the current Standard Conditions governing FIATA Combined Transport Bills of
Lading, provided that such document is issued subject to current ICC uniform rules for a combined transport document
and that this is printed on the face of the document. Where such a document is issued, the terms
and conditions embodied in it shall be paramount in governing the relationship between the Customer and
the Company insofar as those terms and conditions are inconsistent with or repugnant to these Conditions.
The Company’s General Responsibilities - (A) The Company shall perform its duties with a reasonable degree of care, diligence, skill and judgement.
(B) Subject to Clause 18 hereof the Company shall carry out its services within a reasonable time.
(C) Subject to these Conditions and in particular to the discretion reserved to the Company below the Company shall take
all reasonable steps to perform any of the Customer’s instructions accepted by the Company.
(D) If at any stage in any transaction the Company should reasonably consider that there is good reason in
the Customer’s interests to depart from any of the Customer’s instructions the Company shall be permitted
to do so and shall not incur any additional liability in consequence of so doing.
(E) When using its discretion as permitted in these Conditions, the Company shall do so with due regard to
the interests of the Customer. - If after a contract has been agreed events or circumstances come to the attention of the Company which in
the opinion of the Company make it wholly or in part impossible for the Company to fulfil its duties it shall take reasonable
steps to inform the Customer of such events or circumstances and seek further instructions.
The Customer’s Undertakings - (A) The Customer shall be deemed to be competent and to have reasonable knowledge of matters affecting
the conduct of his business, including terms of sale and purchase and all other matters relating thereto.
(B) The Customer shall give sufficient and executable instructions, and the Company shall, within the limits of its duty of
care and diligence, inform the Customer if it considers that the Customer’s instructions are insufficient or inexecutable. - 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 the Owner. - In authorising the Customer to enter into any contract with the Company and/or in accepting any document
issued by the Company in connection with such contract the Owner, sender and consignee accept these
Conditions for themselves and their agents and for any parties on whose behalf they or their agents may act; and in
particular, but without prejudice to the generality of this clause, they accept that the Company shall have the right to
enforce against them jointly and severally any liability of the Customer under these Conditions or
to recover from them any sums to be paid by the Customer which upon proper demand have not been paid. - (A) The Customer shall indemnify the Company against all liability loss damage costs and expenses whatsoever 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.
(B) Without derogation from sub-clause (A) above, the Customer shall indemnity the Company against any
liability assumed or incurred by the Company when by reason of carrying out the Customer’s instructions the Company
has reasonably become liable or may become liable to any other party. - Except to the extent caused by any negligence on the part of the Company the Customer shall be liable for
and shall indemnify the Company in respect of all duties taxes imposts levies deposits and outlays of whatsoever nature
levied by any authority in relation to the goods and for all payments fines costs expenses loss or damage whatsoever
incurred or sustained by the Company in connection therewith. - (A) 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 claims should nevertheless be made, to indemnify the
Company against all consequences thereof.
(B) The Customer shall save harmless and keep the Company indemnified from and against 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 and without prejudice to the generality of this Clause this indemnity shall cover all
claims costs and demands arising from or in connection with the negligence or breach of duty of the Company its servants
subcontractors or agents.
(C) In this Clause “sub-contractor” includes direct and indirect sub-contractors and their respective servants
and agents and “agents” includes sub-agents and their respective servants or agents. - The Customer warrants that the description and particulars of any goods furnished by or on behalf of the
Customer are full and accurate. - (A) The Customer shall warn the Company if any goods which are the subject of any transaction to which these
Conditions apply are liable to taint or affect other goods: and the Customer shall indemnify the Company
against any liability, loss, damage, costs or expenses incurred by the Company as a consequence of the
Customer’s failure to do so or his failure to do so in good time.
(B) Except where the Company has accepted instructions in respect of the preparation packaging stowage
labelling or making of the goods the Customer warrants that all goods have been properly and sufficiently
prepared, packed, stowed, labelled and/or marked, and that the preparation packing stowage labelling and
marking are appropriate to any operations or transactions affecting the goods and the characteristics of the
goods.
(C) Where the goods are carried in or on containers, trailers, flats, tilts, railway wagons, tanks, igloos, or any
other unit load device specifically constructed for the carriage of goods by land, sea or air, (each hereafter
individually referred to as “transport unit”) then, save where the Company has accepted instructions as principal to load
the transport unit, the Customer warrants.
(i) that the transport unit has been properly and competently loaded;
(ii) that the goods are suitable for carriage in or on the transport unit; and
(iii) that the transport unit is in a suitable condition to carry the goods loaded therein (save to such extent as
the Company has approved the suitability of the transport unit). - The Customer shall indemnify the Company in respect of any claims of a general average nature which may
be made on it and shall provide such security as may be required by the Company in this connection. - The Customer agrees to make any claim against the Company in writing and without delay; in the event of
delay in presentation of a claim causing prejudice to the Customer or to the Company, the Company shall be relieved of all
and any liability in respect of such claim.
The Company’s role - (A) Subject to Clauses 21 and 23 below, in the absence of specific agreement between the Customer and the Company,
the Company shall be entitled to procure the carriage, storage, packing or handling of the goods
as an Agent subject to these Conditions or to provide any or all of its services as a principal contractor.
(B) The offer and acceptance of a fixed price for the accomplishment of any task shall not itself determine
whether such task is to be arranged by the Company acting as Agent or to be provided by the Company acting as a
contracting principal.
(C) When acting as an Agent, the Company does not make or purport to make any contract with the Customer for the
carriage, storage, packing or handling of any goods nor for any other physical service in relation to
them and acts solely on behalf of the Customer in securing services by establishing contracts with third parties so that
direct contractual relationships are established between the Customer and such third parties.
(D) The Company shall on demand by the Customer provide evidence of any contract entered into as Agent
for the Customer. In so far as the Company may be in default of this obligation it shall be deemed to have
contracted with the Customer as a principal for the performance of the Customer’s instructions.
Company’s General Conditions - The Company shall be discharged of all liability whatsoever 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 any event or occurrence alleged to give rise to a cause of action against the
Company. - Except under special arrangements previously made in writing the Company accepts no responsibility for
departure or arrival dates of goods. - (A) If delivery of the goods or any part thereof is not taken by the Customer, Consignee or Owner, at the time and place
when and where the Company is entitled to call upon such person to take delivery thereof, the
Company shall be entitled to store the goods or any part thereof at the sole risk of the Customer, where upon the liability
of the Company in respect of the goods or that part thereof stored as aforesaid shall wholly cease and the cost of such
storage if paid for or payable by the Company or any Agent or subcontractor of the
Company shall forthwith upon demand be paid by the Customer to the Company.
(B) (i) The Company shall be entitled at the expense of the Customer to dispose of (by sale or otherwise as
may be reasonable in all circumstances).
(a) on a 21 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, any goods which have been held by the Company
for 90 days and which cannot be delivered as instructed, and
(b) without prior notice, 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 third parties or to contravene any applicable laws or regulations.
(ii) The Company shall give appropriate credit to the Customer for any balance arising out of the proceeds of sale of the
goods after deduction of the Company’s costs of sale. - Except insofar as may be required to comply with the Customer’s instructions as regards documentation, or
except under special arrangements previously made in writing the Company shall not be obliged to arrange
for the goods to be carried, stored or handled separately from other goods. - (A) No insurance will be affected except upon express instructions given in writing by the Customer and
all insurances affected by the Company are subject to the usual exceptions and conditions of the policies of
the insurance company or underwriters taking the risk. Unless otherwise agreed in writing the Company shall not be
under any obligation to effect a separate insurance on each consignment but may declare it on any
open or general policy held by the Company.
(B) Insofar as the Company agrees to arrange insurance, the Company acts solely as Agent for the Customer using its best
endeavours to arrange such insurance and does so subject to the limits of liability contained in Clause 37 hereof. - Except in accordance with express instructions in writing previously received and accepted by the Company
the Company shall not be obliged to make any declaration for the purpose at any statute, convention or contract as to the
nature or value of any goods or as to any special interest in delivery. - (A) Except under special arrangements previously made in writing or under the terms of a printed document
signed by the Company any instructions relating to the delivery or release of goods in specified circumstances
only, such as (but without prejudice to the generality of this clause) against payment or against surrender of
a particular document are accepted by the Company only as Agents for the Customer where third parties are engaged to
effect compliance with the instructions.
(B) The Company shall not be under any liability in respect of such arrangements as are referred to under
subclause (A) hereof save where such arrangements are made inwriting.
(C) In any event the Company’s liability in respect of the performance or arranging the performance of such instructions
shall not exceed that provided for in these Conditions in respect of loss of or damage to goods. - Advice and information in whatever form it may be given, is provided by the Company for the Customer only
and the Customer shall indemnity the Company against any liability, claims, loss, damage, costs or expenses arising out of
any other person relying upon such advice or information. Except under special arrangements previously made in writing,
advice and information which is not related to specific instructions accepted by the Company is provided gratuitously and
without liability. - The defences and limits of liability provided for in these Conditions shall apply in any action against the Company
whatsoever, howsoever arising, whether the action be founded in contract tort or otherwise.
Company’s Special Conditions relating to Particular Goods - Except following instructions previously received in writing and accepted 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. If such goods are accepted pursuant to special arrangement and then in the opinion
of the Company they constitute a risk: to other goods, propertly, life or health, the Company shall where
reasonably practicable contact the Customer but reserves the right at the expense of the Customer to remove or otherwise
deal with the goods. - Should any Customer otherwise than under special arrangements previously made in writing as set in Clause 26 above
deliver to the Company or cause 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, 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. - (A) Except under special arrangement previously made in writing the Company will not accept or deal with
bullion, coin, previous stones, jewellery, valuables, antiques, pictures, human remains, livestock or plants.
Should any Customer nevertheless deliver any such goods to the Company or cause the Company to handle
or deal with any such goods otherwise than under special arrangements previously made in writing the Company
shall be under no liability whatsoever for or in connection with such goods howsoever arising.
(B) The Company may at any time waive its rights and exemptions from liability under sub-clause (A) above
in respect of any one or more of the categories of goods mentioned herein or of any part of any category.
If such waiver is not in writing, the onus of providing such waiver shall be on the Customer.
Company as a Forwarding Agent - Clauses 30 to 32 below inclusive apply where and to the extent that the Company in accordance with these
Conditions is acting as agent on behalf of the Customer. - The Company shall be entitled and the Customer hereby expressly authorises the Company, except in so far as has been
otherwise specifically agreed between the Company and the Customer, to enter into contracts
on behalf of the Customer.
(a) for the carriage of goods by any route or means or person.
(b) for the storage, packing, trans-shipment, loading, unloading or handling of the goods by any person at any place
whether on shore or afloat and for any length of time.
(c) for the carriage or storage of goods in or on transport units as defined in Clause 13(C) or with other goods of whatever
nature, and
(d) to do such acts as may in the opinion of the Company be reasonably necessary in the performance of its obligations
in the interests of the Customer. - The Company shall be entitled to perform any of its obligations herein by itself or by its parent, subsidiary
or associated Companies or by any other person, firm or Company. In the absence of agreement to the contrary any
contract to which these Conditions apply is made by the Company on its own behalf and also as agent
for and on behalf of any such parent, subsidiary or associated Company and any such Company shall be
entitled to the benefit of these Conditions. - Where there is a choice of rates according to the extent or degree of the liability assumed by carriers,
warenousement or others, no declaration of value where optional will be made except under special arrangements
previously made in writing per shall the Company be under any liability to the Customer by reason of having
entered into any contract on behalf of the Customer whereby the extent or degree of the liability assumed by
a carrier, warehouseman or other party is in any respect excluded or limited save where such contract is entered
into contrary to specific instructions given by the Customer and accepted by the Company.
Company Contracting as Principal - Clauses 34 to 35 inclusive apply where and to the extent that the Company in accordance with these Conditions is
contracting as principal. - The Company is not common carrier and deals on the basis of these Conditions alone. The Company reserves to itself a
reasonable liberty as to the means, route and procedure to be followed in the handling, storage and transportation of
goods. - (A) When and to the extent that the Company has contracted as principal for the performance of any services, it
undertakes to perform and/or in its own name to procure the performance of those services, and subject
always to the totality of these Conditions accepts liability for loss of or damage to goods taken into its charge occurring
between the time when it takes the goods into its charge and the time when the Company is entitled to call upon the
Customer, Consignee or Owner to take delivery of the goods.
(B) The Company shall be deemed to have taken the goods into its charge when they have been received by the Company
or have been released or handed over by the Customer or any person acting on behalf of the
Customer to any person acting on behalf of the Company in accordance with any directions of the Company
for the performance of the Customer’s instructions.
Limitations of Liabilities - Subject always to Clauses 3 above and 37 below the Company shall be relieved of liability for any loss or
damage if and to the extent that such loss or damage was caused by:
(a) the act or omission of the Customer, or person other than the Company acting on behalf of the Customer, or of the
person from whom the Company took the goods in charge;
(b) insufficiency of the packing and/or marks and/or labels and/or numbers save where the Company had
undertaken to carry out the packing, application of marks or labelling or numbering of the goods;
(c)handling, loading, stowage or unloading of the goods by the Customer or any person acting on behalf of
the Customer.
(d)inherent vice of the goods
(e)strike, lock out, stoppage or restraint of labour the consequences of which the Company was unable to
avoid by the exercise of reasonable diligence;
(f))any cause or event which the Company was unable to avoid and the consequences whereof the Company was
unable to prevent by the exercise of reasonable diligence.
The burden of proving that the loss or damage was due to one or more of the above causes or events shall
rest upon the Company. - (A) Subject to Clause 3 above and sub-clauses(D) and(F) below the Company’s liability howsoever arising
and notwithstanding that the cause of loss or damage be unexplained shall not exceed
(i) in the case of claims for loss or damage to goods
(a) the value of any goods lost or damaged, by fault or omission of the Company, or
(b) a sum at the rate of one Special Drawing Rights as defined by the International Monetary Fund,
(hereinafter referred to as SDR’s), per kilo of gross weight of any goods lost or damaged whichever shall be the least.
(ii) in the case of all other claims
(a) the value of the goods the subject of the relevant transaction between the Company and its Customer, or
(b) a sum at the rate of one SDR’s per kilo of the gross weight of the goods the subject of the said
transaction, or
(c) 10,000 SDR’s in respect of any one transaction whichever shall be the least.
For the purposes of paras (i) and (ii) above the value of the goods shall be their value at the place and time
they are delivered to the Consignee in accordance with the relevant transaction between the Company and
the Customer or should have been so delivered. SDR’s shall be calculated as at the date when the claim was first notified to
the Company in writing.
(B) Subject to Clause 3 above, and sub-clauses (D) and (F) below the Company’s liability for loss or damage
as a result of failure to deliver or arrange delivery of goods in a reasonable time or (where there is a special arrangement
under Clause 18) 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
transaction.
(C) Save in respect of such loss or damage as is referred to at sub-Clause (B) and subject to Clause 3 above
and sub-clauses (D) and (F) below, the Company shall not in any circumstances whatsoever be liable for
indirect or consequential loss such as (but not limited to) loss of profits, loss of market or the consequences
of delay or deviation however caused
(D) By special arrangement agreed in writing 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.
(E) if expressly instructed so to do in writing by the Customer, the Company will use its best endeavours
in accordance with Clause 21 hereof to procure insurance (where available) to indemnify the Customer in
respect of any loss which he may suffer in excess of the amounts recoverable in accordance with these
Conditions.
(F) In any case where in accordance with these Conditions, the Company is liable to pay compensation in respect of loss
or damage to goods, and it is known where such loss or damage occurred, the extend and the amount of the liability in
respect of such loss or damage shall be determined by the provisions contained in
any applicable convention or law which provisions.
(i) cannot be departed from by private contract to the detriment of Claimant; and
(ii) would have applied if the Claimant had made a separate and direct contract with the actual provider
of the particular service in respect of that service or that part of any operation where the loss or damage occurred and
had received as evidence thereof any particular document which must be issued in order
to make such convention or law applicable.
The relevant provisions of the Hague Visby rules contained in the protocol of Brussels dated February 23rd
1968asenactedintheUnitedKingdomshallbeappliedtoallcarriageofgoodsbyseaandwherenomandatory international
or national law applies to the carriage of goods by inland waterways also and such provisions
shall be applied to all goods whether carried on deck or under deck.
Warsaw Convention - If the Company acts as principal in respect of a carriage of goods by air, the following notice is hereby given:
If the carriage involves an ultimate destination or stop in a country other than the country of departure, the
Warsaw Convention may be applicable and the Convention governs and in most cases limits the liability
of carriers in respect of loss of or damage to cargo. Agreed stopping places are those places (other than
the places of departure and destination) shown under requested routing and/or those places shown in carriers’
timetables as scheduled stopping places for the route. The address of the first carrier is the airport of departure.
Miscellaneous - The Customer shall pay to the Company in cash or as otherwise agreed all sums immediately when due without
reduction or deferment on account of any claim, counterclaim or set off. - Despite the acceptance by the Company of instructions to collect freight, duties, charges or other expenses
from the Consignee or any other person the Customer shall remain responsible for such freight, duties, charges or
expenses on receipt of evidence of proper demand and in the absence of evidence of payment (for whatever reason) by
such Consignee or other person when due. - (A) Subject to sub-clause (B) hereof the Company shall have a general lien on all goods and documents
relating to goods in its possession, custody or control for all sums due to at any time from the Customer or Owner, and
shall be entitled to sell or dispose of such goods or documents as agent for and at the expense
of the Customer and apply the proceeds in or towards the payment of such sums on 28 days notice in writing to the
Customer. Upon accounting to the Customer for any balance remaining after payment of any sum due to the Company and
the costs of sale or disposal the Company discharged of any liability whatsoever in respect of the goods or documents.
(B) When the goods are liable to perish or deteriorate, the Company’s right to sell or dispose of 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 of selling or disposing of the goods before doing so. - 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.
Jurisdiction and Law - The Cyprus Courts shall have exclusive jurisdiction to deal with any dispute which has arisen or may arise out of or in
connection with the business of the Company. - Subject to Clause 3(B) here of these conditions and any act to which they apply shall be governed by Cyprus Law.
Payment Terms - (i) Invoices rendered by the Company in respect of duties, taxes, imposts, levies, deposits or outlays paid
by them to the authorities or of certain outlays of freight to operators must be settled immediately.
(ii) Invoices rendered by the Company in respect of freight charges other than those specified in 45(i) and
ancillary charges are payable nett by 15th day of month following month of invoice.
(iii) Interest at the rate of 1% per month of part thereof calculation from the date of invoice will be charged
on all monies outstanding beyond the above stipulated payment limits.