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STANDARD TRADING CONDITIONS OF
THE GHANA INSTITUTE OF
FREIGHT FORWARDERS
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The
Customer’s attention is drawn to the clauses of these Standard Trading
Conditions which exclude or limit the Company’s liability and those which
require the Customer to indemnify the Company in certain circumstances.
DEFINITIONS AND APPLICATIONS
1.
In these Conditions:
“Company” means the GIFF member trading under these conditions “Person” includes
persons or anybody or bodies corporate. “The Owner” means the owner of goods
(including any packaging, containers or equipment) to which any business
concluded under these Conditions relates and nay other person 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.
2.
Subject to clause 3 below, all or any activities of the Company in the course of
business, whether gratuitous or not, shall be deemed to be undertaken subject to
these Conditions.
3.
If any legislation is compulsorily applicable to any business undertaken by the
company, 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 and no further.
THE
COMPANY
4.
The Company, before concluding any service contract with the Customer be it oral
or in writing, shall draw the attention of the customer to the provisions of
these Conditions to enable the Customer to understand that he will be bound by
the provisions of these conditions under the service contract.
5.
Except as provided otherwise in these conditions, the company shall be entitled
to procure any or all of its services as an Agent or to provide those services
as a Principal.
6.
When the Company contracts as a Principal for any services, it shall have full
liberty to perform such services itself or to subcontract the whole or any part
of such services to third parties (including the Company’s own parent,
subsidiary, or associated Companies).
7.
When the Company contracts as an Agent on behalf of the Customer, the Company
shall be entitled, and the Customer hereby expressly authorizes the Company, to
enter into all such contracts on behalf of the Customer’s instructions and
subject to the trading conditions of the parties with whom such contracts are
made.
8.
The Company reserves to itself a reasonable liberty as to the means, route and
procedure to be followed in the Clearing out of Customs, forwarding handling,
storage, warehousing and transportation of goods.
9.
Subject to clause 11 below, 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 at any time from the Customer or owner, and shall be entitled to sell
or dispose of such goods or documents by public auction as Agent for the
Customer or owner in order to redeem such sums upon giving 28 days notice in
writing. The Company shall pay to the Customer any balance remaining after
paying the sums due to the Company plus the cost of sale and other expenses
incurred in respect of the goods or documents.
10.
In case where the goods are perishable or are liable to deteriorate, the
company’s right to sell or dispose of the goods shall arise after the company
has given the customer a reasonable opportunity to effect the payment due and
after the company taking reasonable steps to bring to the customer’s attention
its intention to sell or dispose of the goods before doing so.
11.
When the goods are perishable or are liable to deteriorate, the company’s right
to sell or dispose of the goods shall arise immediately upon any such sums
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.
12.
The company shall be entitled to retain and be paid all brokages, fees, charges
and other remunerations customarily retained or paid to Freight Forwarders.
13.
If the Customer, consignee or owner fails to take delivery of the goods or any
part thereof at the time and place agreed upon, the Company is entitled to call
upon such person to take delivery of the goods, the Company shall be entitled to
store the goods or any part thereof at the sole risk of the Customer, whereupon
the liability of the Company in respect of the goods stored aforesaid or part
thereof shall wholly cease and the cost of such storage if paid for or payable
by the company or any Agent of the Company, shall forthwith be paid by the
Customer to the Company on demand.
14.
The Company shall be entitled, at the expense of the Customer, to dispose of by
public auction, any goods which have been held by the Company for 90 days and
which cannot be delivered as instructed:
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(a)
Upon giving 28 days notice in writing to the Customer; or
(b)
Without notice, 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, including publication in a national daily.
15.
The Company shall be entitled at the expense of the Customer to dispose of by
public auction or otherwise as may be reasonable in all the circumstances, with
prior notices, goods held by the Company 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.
16.
Except upon express instructions given in writing by the Customer, the Company
is under no obligation to insure the goods, but the Company may declare it on
the general policy insurance held by it. In so far as the Company takes the
Customer’s instructions to effect insurance, it acts solely as Agent for the
Customer in which case the Customer shall bear the premiums and other related
expenses in effecting the insurance.
17.
The Company shall hold general policy insurance covering the following risks for
the benefit of the Customer:-
(1)
Liability, Damage, Loss theft or burglary of the goods under the control of the
Company or during removal after taking delivery by the Company and before the
goods are delivered to the Customer or its Agent, provided that the company
provides the means of transport.
(2)
Negligence, wrongful omission or commission on part of the Company in
discharging the Clearing or forwarding of the goods.
(3)
Misappropriating by the Company or its employee of any money advanced by the
Customer for Clearing or Forwarding of the goods.
18.
(1) Except under special arrangements previously made in writing or under the
terms of printed document signed by the Company, any instructions by the
Customer regarding the delivery or release of goods in specified circumstances
only, in which case it becomes necessary for the Company to engage the services
of third parties to effect the compliance with the instructions, the Company
shall be deemed to be acting only as the agent for the Customer.
(2)
Without prejudice to the generality of this clause, specified circumstance shall
include instructions to deliver or release goods against payment or against
surrender of a particular document.
(3)
The Company shall not be under any liability in respect of such arrangements
referred to in sub-clause
1 of this Clause unless such arrangements are made in writing.
(4)
In any event, the Company’s liability in respect of the performance or arranging
the performance of such instructions shall not exceed the limits set out in
these Conditions.
19.
Advice and information, in whatever form it may be given, is provided by the
company for the customer’s benefit only and the customer shall not pass such
advice or information to any third party without the Company’s written consent.
20.
(1) Except under special arrangement previously made in writing the Company
will not accept or handle or deal with bullion, coin, precious stones, jewellery,
valuables, antiques, pictures, human remains, livestock, pets or plants.
(2)
Should any Customer nevertheless deliver any such goods referred to in sub-Clause
(1) of this Clause to the Company or cause the Company to deal or handle 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 the
goods however arising; and the Customer shall indemnify the Company for any loss
or damage suffered as a result of handling or dealing with the said goods.
(3)
The Company may at any time waive its rights and exemptions from liability under
sub-clause
(2) of this Clause in respect of any such goods referred to in sub-clause (1) of
this Clause. If such waiver is not in writing, the onus of proving such waiver
shall be on the Customer.
21.
Except following instructions previously received in writing and accepted by the
Company, the Company will not accept or deal with goods of a dangerous nature,
or deal with goods likely to habour or encourage vermin or other pets nor with
goods liable to taint or affect other goods. If such goods are accepted pursuant
to a special arrangement and subsequently deteriorate to an extent that they
constitute a risk to other goods, property, life or health, the Company shall,
where reasonably practicable, contact the customer in order to remedy the
situation. The company reserves the right to take reasonable steps to mitigate
loss or damage to the goods, the premises and/ or third parties and their goods
at the expense of the Customer.
22.
(1) The Company may, acting on prior written instructions by the Customer, pre-finance
the forwarding of the goods.
(2) The
Company shall exercise lien on any goods which are subject to pre-financing
until, and unless the full amount involved in the pre-financing plus the
interest thereon are paid to the company.
(3)
The total amount spent by the Company in the pre-financing
shall attract an interest at a rate to be agreed on by the party per month or
part thereof with effect from the date that the amount was expended, subject to
14 days grace.
(4)
The Company shall be entitled, at expense of the Customer, to dispose of by
public auction, any goods which were covered by pre-financing
arrangements and held by the company for 90days upon giving 14 days notice to
the Customer.
(5)
Where the Customer cannot be traced, the Company shall give the said notice in
at least one of the national newspapers.
(6)
The Company shall defray the proceeds of the sale made under sub Clause (4) of
this Clause the amount for pre-financing
and the interest thereon plus rent, if any and other incidental expenses before
paying the remainder of the proceeds to the Customer.
23.
The Company hereby warrants and undertakes as follows:-
(1)
To always act diligently and in good faith when delivering services to the
customer.
(2)
To perform its duties with care, skill and good judgment.
(3)
Not to forge, falsify, deface or in any manner mischievously alter any document
submitted to it by the Customer.
(4)
Not to defraud, deceive or in any fraudulent manner mislead or tell lies to the
Customer while rendering services to the Customer.
(5)
Not to embezzle, misappropriate or misapply any fund advanced by the Customer in
furtherance of the services required by the Customer.
(6)
To refund to the Customer on demand any fund embezzled, misappropriated or
misapplied by it or by any of its servants; and to indemnify the Customer for
any loss or damage suffered as a result of such embezzlement, misappropriation
or misapplication of the Customer’s fund.
THE CUSTOMER
24.
The
Customer warrants:
(1)
that the description, quantity, value and other particulars of any goods
furnished by or on behalf of the customer are full, correct and accurate.
(2)
that the bill of lading, Invoicing and all other documents covering any goods
furnished by or on behalf of the customer are genuine, correct, and proper.
(3)
Except where the company has accepted instructions in respect of the
preparation, packing, stowage, labeling or marking of the goods, the customer
warrants that all good have been properly and sufficiently prepared, packed,
stowed, labeled, and/or marked and that the preparation, packing, stowage,
labeling and marking are appropriate to any operations or transaction affecting
the goods and the characteristics of the goods.
(4)
Where the goods are carried in or on any transport unit, then, save where the
company has accepted instruction 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 to its destination.
25.
Should any document furnished by or on behalf of the Customer in relation to any
goods be found to be wrong, forged, falsified or in any way not genuine, the
Customer shall be liable for all loss or damage arising in connection with such
wrongful document and shall indemnify the Company against all penalties, Claims,
damages, loss, cost and expenses resulting therefrom suffered by the Company.
26.
Should the Customer otherwise than under special arrangement previously made in
writing as set out in Clause 21 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 be of a dangerous or damaging nature, or goods liable to taint or
affect other goods, he shall be liable for all loss or damage arising in
connection with such goods, except damage arising out of the fault and/or
negligence of the company, 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 authority shall think fit and lawful.
27.
The Customer shall keep the company indemnified from and against all liability,
loss, damage, costs and expenses whatsoever (including without 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 law, regulations, warranty contained in
these Conditions or from the negligence of the Customer.
28.
The Customer shall pay to the Company in cash or as otherwise agreed, all sums
immediately when due.
29.
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 and other
expenses.
LIABILITY AND LIMITATION
30.
The Company shall be relieved for any loss or damage if and to the extent that
such loss or damage is caused by:-
(1)
Strike, lock-out,
stoppage or restraint of labour, other than by staff employees, agents or
workers in the control of the company, the consequence of which the Company is
unable to avoid by the exercise of reasonable diligence.
(2)
No liability shall attach to the company so long as it shall be prevented from
performing a portion or this entire contract due to statutory restriction, or
matters beyond its control except that if such breach shall occur as aforesaid
the company shall remedy such breach immediately, conditions permitting.
(3)
Any cause or event which the Company is unable to avoid and the consequences
whereof the Company is unable to prevent by the exercise of reasonable
diligence.
31.
Subject to clause 3 and 6 above and clause 35 below the Company’s liability,
howsoever arising and notwithstanding the cause of loss or damage, shall be the
least:
(a)
in the case of claims for loss or damage to goods; EITHER the value of any goods
lost or damaged OR a sum at the rate of two and a half special drawings rights
as defined by the International Monetary Fund (hereinafter referred to as SDRs)
per kilo of the gross weight of any goods lost or damaged; whichever shall be
the least.
(b)
In the case of all other claims; EITHER the value of the goods the subject of
the relevant transaction between the company and its Customer; OR a sum at the
rates of the SDRs kilo of the gross weight of the goods the subject of the said
transaction; OR 75,000 SDRs in respect of any one transaction, whichever of the
three shall be the least.
32.
For the purpose of Clause 31 above the value of the goods shall be their value
when they were or should have been shipped. The value of SDRs shall be
calculated as at the date when the claim is received by the Company in writing.
33.
Subject to Clause 3 above and Clause 35 below, the company’s liability for loss
or damage as a result of a failure to deliver or arrange delivery of goods in a
reasonable time or (where agreed) on the 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.
34.
Save in respect of such loss or damage as referred to in clause 33 and subject
to clause 3 above and clause 35 below, the company shall not in any circumstance
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.
35.
By special arrangement agreed in writing, the Company may accept liability in
excess of the limits set out in Clause 30, 31,33 and 34 above. 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.
NOTICE OF CLAIM
36.
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:
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In
the case of damage to goods, the date of delivery of the goods;
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in
the case of loss or non-delivery or mis-delivery
or delay in delivery of goods, the date that the goods should have been
delivered; and
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in
any other case, the date of the event giving rise to the claim. The date of
occurrence alleged to give rise to such claim, and any other claim not made
and notified as aforesaid shall be deemed to be waived; however where it is
proved that it was impossible for the Customer to comply with the time limit,
he shall make the claim as soon as it was reasonably possible for him/her to
do so.
37.
Notwithstanding the provisions of clause 36 above, the Company shall in any
event be discharged of all liability whatsoever however arising in respect of
any service provided for the customer or which the company has undertaken to
provide within one year from the date or expected date of delivery.
JURISDICTION AND LAW
38.
These Conditions and any act or contract to which they apply shall be governed
by Ghanaian law and any dispute arising out of any act of contract to which
these Conditions apply shall be subject to the exclusive jurisdiction of the
Ghanaian Courts.
39.
Disputes between the parties hereto and all claims for compensation or otherwise
not mutually settled and agreed between the parties shall in the first instance
be referred to the Ghana Shippers’ Council for mediation and conciliation.
40.
These Conditions may be amended by Ordinary Resolution passed by the members of
Ghana Institute of Freight Forwarders (GIFF) at their General Meeting.
These
Conditions take effect from…1st November 2004.
These conditions were made in consultation with the Ghana Shippers’ Council.
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