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STANDARD
TRADING CONDITIONS OF
THE GHANA
INSTITUTE OF FREIGHT FORWARDERS
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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