STANDARD TERMS AND CONDITIONS      

DEFINITIONS AND APPLICATION

1 The following words shall have the below meanings in these Terms and Conditions:

Ace Forwarding LLC.  shall be referred to as the “Company” and any Person on whose behalf and request the Company undertakes any business or supplies advice, information or services, shall be henceforth referred to as “Customer”. The person to whom the goods are consigned shall be defined as “Consignee”. The cargo to which these conditions relate shall be defined as “Goods”. 

Any natural person(s) or any corporate body/bodies shall be defined as “Person”

“Transport Unit” meaning pallets, boxes, crates, packing case, container, trailer, wagon or any other device used for the carriage of goods by land, air or sea.

The Owner of the Transport Unit or Goods, and any other Person who is or may become interested in them, is defined as the “Owner”. “SDR” shall mean Special Drawing Rights as defined by the International Monetary Fund

2 (A) All business activities undertaken by the Company shall be subject to these conditions, but subject to sub-paragraph (B) below.

(B) If any part of these Terms and Conditions contradicts any applicable legislation, the legislation shall apply but only to the minimum extent necessary to comply with said legislation. Subject to the foregoing, nothing in these Terms and Conditions may be interpreted as a renunciation by the Company of any of its rights or immunities.

3 The Customer warrants that the Customer is either the Owner of the goods or duly authorized agent of the Owner and, in the latter case, that he is accepting these conditions not only for himself, but also as agent for and on behalf of the Owner.

4 (A) The Company have the right to procure any or all of the services as an agent or to provide same as a principal, subject to clauses 10 and 11 below.

(B) The Company reserves to itself total freedom in choosing the means, route and procedure followed to perform any service provided by it whether as agent or principal.

5 When the Company contracts as a principal for any services, it shall have full authorization to undertake these services itself or, to subcontract all or part of such services on any terms it determines.

6 When the Company acts as an agent on behalf of the Customer, the Company shall have the right, and the Customer expressly grants this right, for the Company to enter into any contract on behalf of the Customer as may be required or preferred in the Company’s sole discretion to fulfil the Customer’s instructions.

7 (A) the Company shall have immediate right to dispose of or sell any goods which are liable to deteriorate or perish upon any sum which becomes due to the Company, subject only to the Company taking reasonable steps to bring this intention to the Customer’s attention before doing so.

(B) Subject to 7(A) above, the Company:

(i) shall, to the extent permitted by applicable law, have a general lien on the Goods and any documents relating thereto for any amount due at any time to the Company from the Customer and/or Owner including storage fees and the cost of recovering same, and may enforce such lien in any reasonable manner which it may think fit.

(ii) Has the authority to deal with, dispose of or sell such Goods or documents as agents for and at the expense of the Customer and to apply proceeds in or towards the payment of such sums, subject to at least 28 days’ notice in writing to the Customer.

(iii) shall be discharged of all liability related to the Goods or documents, subject to accounting to the Customer of all remaining balances left over after settlement of all payments due to the Company and all payments related to disposal and/or cost of sale and/or dealing.

8 The Company is entitled to retain and be paid for all services, costs, and other remunerations customarily retained by, or paid to, freight forwarders.

9 (A) In the case when Customer, Owner or Consignee fails to take delivery of the goods at the appointed time and place, the Company has a full right to store part of or all of the Cargo at the Customer, Owner or Consignee’s sole risk and expense. In this instance the Company’s liability for any part of the Goods, stored or not, shall completely cease. Any liability whatsoever related to storage of these goods shall be governed by these conditions. Any costs incurred in the connection of failure by the Customer to collect the Cargo, shall be deemed as freight earned and upon demand be paid by the Customer.

(B) By sale or as otherwise may be reasonable and at the expense of the Customer, the Company is entitled to deal with or dispose of-

(i) any Goods after at least 28 days following a notice in writing to the Customer, or without notice in regard to any Goods held by the Company for 90 days in cases where Customer cannot be traced and reasonable efforts by the Company have been made to locate any party which may have interest in the Goods.

(ii) without notice for any Goods which have, or are in the immediate prospect of, altering, deteriorating or perishing and in effect have caused or can be reasonably expected to cause damage or loss to the Company, or third party, or violate any applicable laws or regulations.

10 (A) Except where arrangements have previously been made in writing by an officer of the Company authorised so to do, or under the terms of a printed document signed by the Company, when the Company has to engage third parties to fulfil such instructions, any instruction with regard to the delivery or release of Goods is accepted by the Company only as agents for the Customer.

(B) In the absence of payment from Consignee, or any other Person, the Customer shall remain responsible for any freight, dues, duties, charges or other such expenses despite acceptance by the Company of special arrangements, including instructions from the Customer to collect such payments from Consignee, or any other Person.

 (C) The Company’s liability in connection with the arrangements referred to in sub-clauses (A) and (B) shall not exceed limits as are set out in 22 (A) (ii). In any event, Company shall not be held liable unless such arrangements are made in writing as specified in sub-clause (A).

 (D) (i)Company will not obtain (and be under no obligation to obtain) any insurance cover unless Customer expressly instructs this in writing.  All insurances are subject to the usual exceptions and conditions of the policies of the Insurance provider or underwriters taking the insured risk.

 (E)(ii) In the event the company agrees to effect insurance, and then only after receiving written instruction from the Customer, the Company acts solely as agent for the Customer and the limits of liability under clause 22(A) of these conditions shall not apply to the Company’s obligations under clause 10(D)

11 Any advice or information provided by the Company to the Customer is for Customer only, in whatever form this information or advice may be given. The Customer will reimburse the Company for any loss or damage which may arise as a result of passing this advice or information to a third party.

12 Any Goods which require special arrangement of carriage, handling or security due to their high value, attractiveness to thieves or for whatever other reason, including but not limited to bullion, coin, precious stones, jewellery, valuables antiques, pictures, human remains, livestock, pets, or plants, the Company will not accept to handle such goods unless previously agreed in writing by a duly authorised officer of the Company. Should the Customer deliver such goods to the Company or cause the Company to handle or deal with such goods the Company shall have no liability whatsoever for or in connection with the goods, howsoever arising.

13 The Company will not accept or deal with Goods of a damaging or dangerous nature, nor with Goods likely to taint or impact other goods or harbour or encourage vermin or other pests, unless such instruction have been received and acknowledged by the Company in writing. If the Company does accept such Goods, subject to arranged special instructions of handling, and thereafter in the opinion of the Company such Goods pose a threat to other Goods, life, health or property, the Company will contact the Customer, if this is possible, to otherwise deal with or remove the goods, but reserves the right to choose to do so at the Customer’s expense.

THE CUSTOMER

14 (A) The Customer warrants that the information providing description and specifications of Goods, in addition to services required on behalf of or by the Customer, are concise, accurate and complete. Furthermore, Customer warrants that any equipment and/or Transport Unit provided by the Customer is suitable for the purpose of performing the required services and that all Goods are properly prepared, packaged, labelled, marked and/or stowed and that this packaging, preparation, stowage, labelling and marking are appropriate for the characteristics of the Goods and any dealings affecting the Goods.

(B) When Goods are received by the Company already stowed in or on a Transport Unit the Customer warrants that the Transport Unit received by the Company is in good condition and is fit for the purpose of carriage to the intended destination.

15 Without prejudice to any rights under clause 13, whether declared to the Company or not, the Customer shall be fully liable for all loss or damage arising in connection to any Goods of a damaging or dangerous nature, or Goods that are likely to taint or impact other goods or harbour or encourage pests or other vermin and the Company, or any other Person in whose custody they may be, shall deal with such goods in any way they see fit. The Customer shall indemnify the Company for any costs, expenses, claims, penalties or expenses whatsoever arising in connection to such Goods.

16 The Customer undertakes that no claim shall be made against any director, servant, or employee of the Company 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.

17 The Customer shall indemnify and hold harmless the Company from and against-

(A) All liability whatsoever arising in relation to the Goods, for any loss or damage, expense, fees, or charges (including taxes or duties levied by any local or public authority or agency), whether arising from the negligence of the Customer or from the Company following any instructions from the Customer, or arising from the Customer’s breach of any warranty contained in these Terms and Conditions.

(B) any liability to a third party arising from or assumed by the Company while in the process of carrying out the Customer’s instructions, without derogation from sub-clause (A) above

(C) all claims in excess of Companies liability under the terms of these conditions, even if such claims are the consequence of breach of contract, negligence or breach of duty of the Company, its employees, sub-contractors or agents, and

(D) any claims of a general average nature made against the Company.

18 The Customer shall not postpone and shall pay immediately all sums when due  in accordance with contract/agreed credit terms to the Company without deferment, offset or reduction on account of any claim counterclaim or set-off.

LIABILITY AND LIMITATION

19 A reasonable degree of care and diligence shall be taken by the company to perform the services.

20 The Company shall not be held liable for any loss or damage which arose as a consequence of:-

(A) stoppage or restraint of labour, lock-out, or strike,  the result of which the Company is unable to avoid by reasonable diligence; or

(B) Any cause or event which cannot be averted by the Company and the result of which the Company is unable to prevent by the utilization of reasonable diligence.

21 No responsibility shall be accepted by the Company for late or early departure or arrival dates of Goods unless a special arrangement has been previously made in writing by an officer of the Company so authorized.

22 (A) Subject to clause 2 (B) above the Company’s liability in whatsoever way occurring, even if the cause of loss or damage remains undetermined, shall not exceed-

(i) In the case of claims for loss or damage to Goods, either:

(a) Value of any Goods lost or damaged, or

(b) 2 SDR per kilogram of the gross weight of said damaged or lost Goods.

whichever shall be the lower.

(ii) in case of all other claims, subject to (iii) below:

(a) the value of the subject Goods of the relevant transaction between the Company and its Customer, or

(b) 2 SDR per kilogram of gross weight of damaged or lost Goods of the subject transaction, where weight can be defined, or

(c) 10,000 SDR in respect of any one transaction,

Whichever shall be the lower.

(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 sustained, or

(b) 10,000 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.

The value of SDR will be determined on the date the claim is presented to the Company in writing; and the value of the Goods for the purpose of this clause will be determined at the date when the Goods were shipped, or were supposed to have been shipped.

(B) Subject to clause 2(B) the Company shall not be liable under any circumstances for more than twice the amount of the Company’s charges as per the relevant contract, in respect of loss or damage arising out of failure to arrange delivery, or failure to deliver the goods in a reasonable time or (under special prior arrangement as per Clause 21) to comply to the agreed departure or arrival dates.

(C) Subject to 2(B) above and save for in respect of loss or damage as referred in sub-clause (B), the Company shall under no circumstance be liable for consequential or indirect loss including but not limited to loss of profit, loss of market, or as a result of delay or divergence, in whatever way caused.

23 (A)The Customer has 14 days to lodge a claim with the Company in writing following the date that the Customer has become or should have reasonably become aware of the circumstance or occurrence supposed to give rise to such a claim. If the Customer has not notified the Company in writing within this time period, any such claim will be considered waived and absolutely void.

(B) Notwithstanding the provision of sub-clause (A) The Company shall 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 bought 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.

24. These Terms and Conditions may not be varied in any way without the express prior written consent of a Company representative lawfully authorised to do so.

25. These Terms and Conditions and any act or contract to which they apply shall be governed by the legislation of the Azerbaijan Republic and any dispute arising out of any act or contract to which these Terms and Conditions apply shall be subject to the exclusive jurisdiction of the Azerbaijani courts.