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PAKISTAN INTERNATIONAL
FREIGHT FORWARDERS ASSOCIATION
Registered with the Ministry of Commerce, Government of Pakistan
License No. 152
Standard Trading Conditions
for
Freight Forwarders
January 2005
Standard Trading Conditions for Freight
Forwarders
DEFINITIONS AND APPLICATION
1. In these Conditions:
"Person" includes persons or any body or bodies corporate.
"Owner" means the Owner of the goods (including any
packaging, containers or equipment) to which any business concluded
under these Conditions relates and the consignee or any other
Person who is or may become interested in or in possession or
entitled to possession of them.
"Customer" means any Person at whose request or on
whose behalf the Freight Forwarder undertakes any business or
provides advice, information or services.
A “Freight Forwarder” is one who undertakes forwarding of goods
on behalf of his customer, including if necessary, Customs clearance,
procurement and coordination of one or more modes of transport.
He may also undertake to perform one or more modes of transport.
He may also undertake to perform other functions connected with
the main contract such as warehousing (including storage in
transit) groupage or consolidation, packing, documentation,
weighing and measurement of cargo container leasing, insurance,
foreign exchange transaction etc and includes any parent subsidiary
or affiliated company, firm, person or entity of the Freight
Forwarder.
2 (A). Subject to Sub-Paragraph (B) below, all and any activities
of the Freight Forwarder 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
Freight Forwarder 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 the Owner and is authorized in this behalf
by the Owner.
4. In authorizing the Customer to enter into any contract with
the Freight Forwarder and/or in accepting any document issued
by the Freight Forwarder in connection with such Contract, the
Owner irrevocably accepts these Conditions and on behalf of
any parties that the Owner or their agents may act, and in particular
but without prejudice to the generality of this clause, the
Owner accepts (for himself and on behalf of any parties that
the Owner or their agents may act) that the Freight Forwarder
shall have the right to enforce the rights herein, jointly and
severally against the Owner, the Owner’s agents or any parties
on behalf of whom the Owner or his agents may act in connection
with any liability of the Customer under these Conditions or
to recover any sums to be paid to the Freight Forwarder by the
Customer which when duly demanded have not been paid.
THE FREIGHT FORWARDER
5 (A). Subject to Clauses 13 and 14 below, the Freight Forwarder
shall be entitled to procure any or all of its services as an
Agent or to provide those services as a Principal.
(B). The offer and acceptance of an inclusive price for the
accomplishment of any service or services shall not itself determine
whether any such service is or services are to be arranged by
the Freight Forwarder acting as agent or to be provided by the
Freight Forwarder acting as a contracting principal.
(C). When acting as an agent the Freight Forwarder 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 Freight Forwarder shall on demand by the Customer
provide evidence of any Contract entered into as Agent for the
Customer. Insofar as the Freight Forwarder 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.
6. When and to the extent that the Freight Forwarder has contracted
as principal for the performance of any of its 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 and in particular to Clauses – 26 - 29 hereof
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 Freight Forwarder is entitled
to call upon the Customer or Owner to take delivery of the goods.
When the Company contracts as a Principal for any services,
it shall have full liberty
a) to perform such services itself or
b) 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 and to the extent that the Freight Forwarder in accordance
with these Conditions is acting as an agent on behalf of the
Customer, it is acting in a customary manner. The Freight Forwarder
shall be entitled, and the Customer hereby expressly authorizes
the Freight Forwarder such entitlement, to enter into contracts
on behalf of the Customer and the Owner:
a. for the carriage of goods by any route or means or Person,
b. for the storage, packing, transshipment, loading, unloading
or handling of the goods by any Person at any place and for
any length of time,
c. for the carriage or storage of goods in or on transport
units as defined in clause 18 c. and with other goods of whatever
nature, and
d. to do such acts as may in the opinion of the Freight Forwarder
be reasonably necessary or desirable in the performance of its
obligations to the Customer and in the interests of the Customer
and the Owner.
8. The Freight Forwarder reserves to itself a reasonable liberty
as to the means, route and procedure to be followed in the handling,
storage and transportation of goods.
9. The Freight Forwarder is permitted to perform any of its
obligations herein by itself or by a sub-contractor. Any such
sub-contractor shall also hereby be deemed to have and to take
all the benefits, privileges and immunities of these Conditions
in relation to the Customer and Owner. For the purpose of allowing
the sub-contractor to take the benefits under these Conditions,
the sub-contractor shall follow these Conditions.
10 (A). Subject to Sub-Clause (B) hereof, the Freight Forwarder
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 retain, 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 21 days notice in
writing to the Customer. Upon accounting to the Customer for
any balance remaining after payment of any sum due to the Freight
Forwarder and the costs of sale or disposal the Freight Forwarder
shall be discharged of any liability whatsoever in respect of
the goods or documents.
(B). When the goods are liable to perish or deteriorate, the
Freight Forwarder's right to sell or dispose of the goods shall
arise immediately upon any sum becoming due to the Freight Forwarder
subject only to the Freight Forwarder taking reasonable steps
to bring to the Customer's attention its intention of selling
or disposing of the goods before doing so.
11. The Freight Forwarder shall be entitled to retain and be
paid all brokerages, commissions, allowances and other remunerations
customarily retained by or paid to freight forwarders.
12 (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 Freight Forwarder is entitled to call upon
such person to take delivery thereof, the Freight Forwarder
shall be entitled to store the goods or any part thereof at
the sole risk of the Customer, whereupon the liability of the
Freight Forwarder 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 Freight Forwarder or any
Agent or Sub-Contractor of the Freight Forwarder shall forthwith
upon demand be paid by the Customer to the Freight Forwarder.
(B). The Freight Forwarder shall be entitled at the expense
of the Customer to dispose of (by sale or otherwise as may be
reasonable in all the circumstances):-
(i) on 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 Freight Forwarder to have any interest in the goods) without
notice, any goods which have been held by the Freight Forwarder
for 30 days and which cannot be delivered as instructed; and
(ii) 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 the or Third Parties or to contravene any applicable
laws or regulations.
13 (A). No insurance will be effected except upon express instructions
given in writing by the Customer and all insurances effected
by the Freight Forwarder are subject to the usual exceptions
and conditions of the policies of the insurance Freight Forwarder
or underwriters taking the risk. Unless otherwise agreed in
writing the Freight Forwarder 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 Freight Forwarder.
(B). Insofar as the Freight Forwarder agrees with the Customer
to arrange insurance, the Freight Forwarder acts solely as agent
for the Customer, at his costs, using its best endeavors to
arrange such insurance and does so subject to the limits of
liability contained in Clause 29 hereof.
14 (A). Except under special arrangements previously made in
writing or under the form of a printed document signed by the
Freight Forwarder, 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 Freight Forwarder only as agents for the Customer where
third parties are engaged to effect compliance with the instructions.
(B). The Freight Forwarder shall not be under any liability
in respect of such arrangements as are referred to under Clause
a. hereof save where such arrangements are made in writing.
(C). In any event, the Freight Forwarder'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,
15. Advice and information, in whatever form it may be given,
is provided by the Freight Forwarder for the Customer only and
the Customer shall not pass such advice or information to any
Third Party without the Freight Forwarder’s written agreement.
The Customer shall indemnify the Freight Forwarder against all
loss and damage suffered as a consequence of any breach of this
Condition by the Customer.
16 (A). Except under special arrangement previously made in
writing, as allowed by the law for the time being in force,
the Freight Forwarder will not accept or deal with bullion,
coin, precious stones, jewellery, valuables, antiques, pictures,
human remains, livestock, pets, plants or any other special
items not covered under any other clause of this Conditions.
Should any Customer nevertheless deliver any such goods to the
Freight Forwarder or cause the Freight Forwarder to handle or
deal with any such goods otherwise than under special arrangements
previously made in writing the Freight Forwarder shall be under
no liability whatsoever for or in connection with such goods
howsoever arising.
(B). The Freight Forwarder 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 proving such waiver shall be on the
Customer.
17. Except following instructions previously received in writing
and accepted by the Freight Forwarder, the Freight Forwarder
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
and then in the opinion of the Freight Forwarder they constitute
a risk to other goods, property, life or health, the Freight
Forwarder 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.
18. Where there is a choice of rates according to the extent
or degree of the liability assumed by carriers, warehousemen
or others, no declaration of value where optional will be made
except under special arrangements previously made in writing
THE CUSTOMER
19. The Customer warrants:
a. that the description and particulars of any goods furnished
by or on behalf of the Customer are full and accurate and he
will be liable for consequences of any penalties levied by Port,
Customs or other authorities arising from any incorrect information
supplied.
b. that all goods 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 transactions affecting the goods and the characteristics
of the goods.
c. that where the Freight Forwarder receives the goods from
the Customer already stowed in or on a container, trailer, tanker,
or any other device specifically constructed for the carriage
of goods by land, sea or air (each hereafter individually referred
to as the "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.
20. Should the Customer otherwise than under special arrangements
previously made in writing deliver to the Freight Forwarder
or cause the Freight Forwarder to deal with or handle goods
of a dangerous or damaging nature, or goods likely to harbor
or encourage vermin or other pests, or goods liable to taint
or affect other goods, he shall be liable for all loss or damage
arising in connection with such goods and shall indemnify the
Freight Forwarder against all penalties, claims, damages, costs
and expenses whatsoever arising in connection therewith, and
the goods may be dealt with in such a manner as the Freight
Forwarder or any other Person in whose custody they may be at
any relevant time shall think fit.
21. The Customer undertakes that no claim shall be made against
any director, servant, or employee of the Freight Forwarder,
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 Freight Forwarder against all consequences
thereof.
22. The Customer shall save harmless and keep the Freight Forwarder
indemnified from and against:
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 Freight Forwarder acting in accordance
with the Customer's instructions or arising from any breach
by the Customer of any warranty contained in these Conditions
of from the negligence of the Customer, and
b. without derogation from Clause a. above, any liability assumed
or incurred by the Freight Forwarder when by reason of carrying
out the Customer's instructions the Freight Forwarder has reasonably
become liable or may become liable to any other party, and -
c. all claims, costs and demands whatsoever and by whomsoever
made or preferred in excess of the liability of the Freight
Forwarder under the terms of these Conditions regardless of
whether such claims, costs and demands arise from or in connection
with the negligence or breach of duty of the Freight Forwarder
its servants, sub-contractors or agents, and -
d. any claims of a General Average nature which may be made
on the Freight Forwarder.
23 (A). The Customer shall pay to the Freight Forwarder in
cash or as otherwise agreed all sums immediately when due without
reduction or deferment on account of any claim, counterclaim
or set -off.
(B). In respect of all sums, which are overdue, the Customer
shall be liable to pay to the Freight Forwarder financial charges
calculated at 2% above the KIBOR (Karachi inter-bank official
rate) for the time being.
24. Despite the acceptance by the Freight Forwarder of instructions
to collect freight, duties, charges or other expenses from the
Owner or 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 the Owner or Consignee or
such other Person when due.
25. Where liability for General Average arises in connection
with the goods, the Customer shall promptly provide security
to the Freight Forwarder or to any other party designated by
the Freight Forwarder in a form acceptable to the Freight Forwarder.
LIABILITY AND LIMITATION
26. The Freight Forwarder shall perform its duties with a reasonable
degree of care, diligence, skill and judgment.
27. The Freight Forwarder shall be relieved of liability for
any loss or damage if and to the extent that such loss or damage
is caused by:
a. Strike, lockout, stoppage or restraint of labor, the consequences
of which the Freight Forwarder is unable to avoid by the exercise
of reasonable diligence.
b. any cause or event which the Freight Forwarder is unable
to avoid and the consequences whereof the Freight Forwarder
is unable to prevent by the exercise of reasonable diligence.
28. Except under special arrangements previously made in writing
the Freight Forwarder accepts no responsibility for departure
or arrival dates of goods.
29 (A). Subject to clause 2(B) and 13(b). above and Clause 30D
below the Freight Forwarder '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, or
b) a sum at the rate of PKR 50 (fifty) per kilo of gross weight
of any goods lost or damaged, subject to a limit of PKR 5,000
(five thousand) per package or unit, whichever shall be the
least
(ii) In case of all other claims:
a) the value of the goods the subject of the relevant transaction
between the Freight Forwarder and its Customer, or
b) a sum at the rate of PKR 50 (fifty) per kilo of the gross
weight of the goods the subject of the said transaction, subject
to a limit of PKR 5,000 (five thousand) per package or unit,
whichever shall be the least.
For the purposes of clause 29 A. the value of the goods shall
be their value when they were or should have been shipped.
(B). Subject to clause 2(b) above, and sub clause (d). below,
the Freight Forwarder’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 28
to adhere to agreed departure or arrival dates shall not in
any circumstances whatever exceed a sum equal to twice the amount
of the Freight Forwarder's charges in respect of the relevant
transaction.
(C). Save in respect of such loss or damage as is referred
to at sub clause 30b and subject to clause 2(b) above and sub
clause 29D. below, the Freight Forwarder 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 Freight
Forwarder may accept liability in excess of the limits set out
in clauses 29 A. to 29 C. above upon the Customer agreeing to
pay the Freight Forwarder 's additional charges for accepting
such increased liability. Details of the Freight Forwarder's
additional charges will be provided upon request.
30. If the Freight Forwarder acts as a principal in making
an agreement for the carriage of goods by air, the following
notice is hereby given:
If the carriages involves an ultimate destination to or stopping
place in a country other than the country of departure and limits
the liability of carriers in respect of loss of or damage to
cargo, the limit of liability shall not exceed as prescribed
by/under law.
Agreed stopping places are those places (other than the places
of departure and destination) shown under requested routing
and/or those places shown in the carriers' timetables as scheduled
stopping places for the route. The address of the first carrier
is the airport of departure.
31. Receipt by the Customer or Owner of visibly damaged goods
without complaint shall invalidate any claim against the Freight
Forwarder. Any claim against the Freight Forwarder arising from
loss of or damage to the goods not visible at the time of receipt
by the Customer or Owner must be made in accordance with the
provisions of the applicable law.
LAW, JURISDICTION AND CONCILIATION
32. These Conditions and any act or contract to which they
apply shall be governed by Pakistani Law.
Time Limit
33. Claims against the Freight Forwarder shall be time barred
within a period of one year commencing from the day of delivery
of the goods to the consignee named in the contract or, if no
delivery has taken place, from the date of the conclusion, which
is the date of shipment of the Forwarding contracts
Arbitration
34. This Agreement is governed by the law of Pakistan. Any
differences or disputes arising out of this Agreement shall
be referred to arbitration in accordance with the prevailing
law and under the provisions of the Arbitration Act, 1940 or
any amendments thereof. The Forwarder and each party shall nominate
one arbitrator each, and in case of difference of opinion between
the arbitrators, the two nominated arbitrators shall mutually
appoint an umpire whose decision shall be final and binding
on the Parties. The Arbitrators and Umpires to be appointed
under this clause shall only be from the panel of arbitrators
duly approved by the Pakistan International Freight Forwarders
Association (PIFFA). The arbitration shall be held at the Forwarders
principal place of business, in the English language.
35. Any provision of this Agreement which is determined to
be invalid / unenforceable will be ineffective to the extent
of such determination without invalidating the remaining provisions
of this Agreement/affecting the validity/enforceability of such
remaining provisions. In the event of a conflict between any
provision of this Agreement and any law regulation or decree
affecting this Agreement, the provision of this Agreement so
affected shall be regarded as null and void or shall, where
practicable, be limited to the extent necessary to bring it
within the requirements of such law regulation or decree but
otherwise it shall not effect or render null and void other
provisions of this Agreement.
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