General Conditions

1 General conditions 

1.1 Subject to Clause 1.2, all logistics services of the Company whether gratuitous or not are undertaken subject to these Conditions and not otherwise and: (a) The provisions of Part I shall apply to all such logistics services. (b) The provisions of Part II shall only apply to the extent that such logistics services are provided by the Company as agents. (c) The provisions of Part III shall only apply to the extent that such logistics services are provided by the Company as principals.

1.2 Where a document is issued by or on behalf of the Company and bears the title of, or includes the words, "bill of lading" (whether or not negotiable), sea or air "waybill", consignment note (including carriage by internal air, road, railway, waters), warehouse receipt and provides that the Company contracts as logistics services provider, the provisions set out in that document, if inconsistent with these Conditions, shall be paramount and prevail over these Conditions to the extent that such provisions are inconsistent but no further.

1.3 Any variation, cancellation, or waiver of these Conditions (or any of them) must be in writing signed by a Director of the Company. No other person has or will be given any authority whatsoever to agree to any variation, cancellation, or waiver of these Conditions.

2 Provision of logistics services 

2.1 All services are provided by the Company as agents only, except in the following circumstances where the Company acts as principal: (a) where the Company performs any carriage, storage , loading and unloading, processing, packing , distribution and handling of the Goods, but only to the extent that the service is performed by the Company itself or its servants and the Goods are in the actual custody and control of the Company, or (b) where, prior to the commencement of the service of Goods, the Customer in writing demands from the Company particulars of the identity, services or charges of persons instructed by the Company to perform part or all of the service, and the Company fails to give the particulars demanded within 28 days. However, for the purposes of this sub-clause, the Company shall only be deemed to be contracting as a principal in respect of that part of the service which the Company fails to give the particulars demanded, or (c) to the extent that the Company expressly agrees in writing to act as a principal, or (d) to the extent that the Company is held by a court of law to have acted as a principal. 

2.2 Without prejudice to the generality of clause 2.1 (a) the charging by the Company of a fixed price for any services whatsoever shall not in itself determine or be evidence that the Company is acting as an agent or a principal in respect of those services. (b) the supplying by the Company of its own or leased equipment shall not in itself determine or be evidence that the Company is acting as agent or a principal in respect of any carriage, handling or storage of Goods; (c) the Company acts as an agent where the Company procures a bill of lading, sea or air waybill, consignment note (including carriage by internal air, road, railway, waters), warehouse receipt or other document evidencing a contract of carriage between a person, other than the Company, and the Customer or Owner; (d) the Company acts as an agent and never as a principal when providing services as a Customs Broker in respect of or relating to customs requirements, taxes, licenses, consular documents, certificates of origin, inspection, certificates and other similar services or when obtaining insurances for or on behalf of the Customer or relating to the Goods (other than where by law the Company is deemed to be an agent of the insurer) or when providing any other services whatsoever for or on behalf of the Customer.

2.3 The Company is not a common service provider and will accept no liability as such and it reserves the right to accept or refuse any service request at its discretion. All services are performed subject only to these Conditions (and when applicable but subject to clause 21.5, the conditions on any Bill of Lading, Sea or Air Waybill, consignment note (including carriage by internal air, road, railway, waters), and warehouse receipt issued by the Company as Principal).

3 Definitions  

3. In these conditions: (a) "Company” is Hangzhou Myron International Logistics Co., Ltd.(b) "Customer" means any person at whose request or on whose behalf the Company provides a service; (c) "Person" includes persons or anybody or bodies corporate; (d) "Owner" includes the owner, shipper, consignor, depositor and consignee of the Goods and any other person who is or may become interested in the Goods and anyone acting on their behalf; (e) "Authority" means a duly constituted legal or administrative person, acting within its legal powers and exercising jurisdiction within any nation, state, municipality, port or airport; (f) "Goods" includes the cargo and any container not supplied by or on behalf of the Company, in respect of which the Company provides a service; (g) "Container" includes any container, flex tank, trailer, transportable tank, flat, pallet or any article of transport used to carry or consolidate goods and any equipment of or connected thereto; (h) "Dangerous Goods" includes goods which are or may become of a dangerous, inflammable, radio-active or damaging nature and goods likely to harbor or encourage vermin or other pests; (i) "Hague-Visby-Rules" means the provisions of the International Convention for the Unification of certain rules Relating to Bills of Lading signed at Brussels on 25th August 1924 as amended by the Visby Protocol of 23rd February 1968 and the SDR Protocol of 21st December 1979; (j) “Incidental matters” means anything done or to be done in relation to the Goods or the provision of any services ancillary to the Goods including but not limited to moving, storing, processing, packing or leaving the Goods at any warehouse, terminal, yard, wharf or other place or area, loading or unloading the Goods from any vehicle, vessel or other conveyance, stowing or packing the Goods or fumigating, transshipping, inspecting or otherwise handling the Goods or anything done in relation thereto. (k) "Instructions" means a statement of the Customers specific requirements. (l) “Logistics Services” means the whole of the Services provided by the Company to the Customer, including but not limited to international freight forwarding, domestic freight forwarding, transport, storage, loading and unloading, processing, packing, distribution and handling of common goods and operation of logistics business by making use of computer network, and all matters necessarily related to the provision of the Logistics Services or ancillary to the provision of the Logistics Services. (m) “Montreal Convention” means the Convention for the Unification of Certain Rules for International Carriage by Air signed at Montreal in 1999. Convention of 1999. 

4 Obligations of customer

4.1 The Customer warrants that it is either the Owner or the authorized agent of the Owner of the Goods and that it is authorized to accept and accepts these Conditions, not only for itself, but also as agent for and on behalf of the Owner.

4.2 The Customer warrants that it has reasonable knowledge of matters affecting the conduct of its business, including, but not limited to, the terms of sale and purchase of the Goods and all other matters relating thereto. 

4.3  The Customer shall give sufficient and executable instructions.

4.4 The Customer warrants that the description and particulars of the Goods are complete and correct.

4.5 The Customer warrants that the Goods are properly packed and labeled, except where the Company has accepted instructions in respect of packaging, processing and/or labeling. 

4.6 Before presentation of the Goods for warehousing, the Customer shall inform the Company in writing of any special precautions necessitated by the nature, weight or condition of the Goods and any statutory duties specific to the Goods, with which the Company may need to comply. 

5 Special instructions, goods and services  

5.1 Unless agreed in writing, the Customer shall not deliver to the Company, or cause the Company to deal with or handle, Dangerous Goods. 

5.2 If the Customer is in breach of Clause 5.1: (a) the Customer shall be liable for all loss or damage whatsoever caused by or to or in connection with the Goods howsoever arising; (b) the Customer shall defend, indemnify and hold harmless the Company against all penalties, claims, damages, costs and expenses whatsoever arising in connection therewith; and (c) the Company (or any other person in whose custody the Goods may be in at the relevant time) may, at the Company’s sole discretion, have the Goods destroyed or otherwise dealt with. For the purposes of this sub-clause, notice is not required to be given to any person of the intention to destroy or otherwise deal with the Goods. 

5.3 If the Company agrees to accept Dangerous Goods and then it (or any other person) forms the view that those Goods constitute a risk to other goods, property, life, or health, it shall notify and urge the Customer or Owner to make necessary disposal. In case of emergency, at the expense of the Customer or Owner, the Company may make the necessary disposal, but shall inform the Customer or Owner of the case promptly afterwards. 

5.4 The Customer undertakes not to tender for transportation or warehousing any Goods which require temperature control without previously giving written notice of their nature and the particular temperature range to be maintained and, in the case of a temperature controlled Container stuffed by or on behalf of the Customer, the Customer further undertakes that: (a) the Container has been properly pre-cooled or pre-heated as appropriate; (b) the Goods have been properly stuffed in the Container; and (c) the Container’s thermostatic controls have been properly set by the Customer. 

5.5 If the requirements of Clause 5.4 are not complied with the Company shall not be liable for any loss of or damage to the Goods caused by such non-compliance. 

5.6 Unless agreed in writing, the Company shall not be obliged to make any declaration for the purposes of any statute, convention, or contract as to the nature or value of any Goods or as to any special interest in logistics service or to make any declaration as to specific stowage and storage requirements of any Goods. 

5.7 Unless agreed in writing or otherwise provided for under the provisions of a document signed by the Company, instructions relating to the delivery or release of Goods against payment or against surrender of a particular document shall be in writing and the Company's liability shall not exceed that provided for in respect of mis delivery of Goods.

5.8 Unless agreed in writing that the Goods shall depart by or arrive by a particular date, the Company accepts no responsibility for departure or arrival dates of Goods. 

6 Insurance 

6.1 No insurance shall be effected except upon express instructions given in writing by the Customer and in effecting any such insurances, the Company shall be deemed to be an agent only of the Customer (other than where by law the Company is deemed to be an agent of the insurer) and not as an insurer, insurance broker or other form of intermediary. 

6.2 All insurances effected by the Company are effect as agent only for the Customer (other than whereby law the Company is deemed to be an agent of the insurer) and all such insurances are subject to the usual exceptions and conditions of the policies of the insurance company or underwriters taking the risk. 

6.3 Unless agreed in writing, the Company shall not be under any obligation to affect a separate insurance on each consignment but may declare it on any open or general policy.

6.4 The Company is an agent only of the Customer in respect of the effecting of insurance (other than where by law the Company is deemed to be an agent of the insurer) and in any event should the insurers dispute their liability for any reason the insured shall have recourse against the insurers only and the Company shall not be under any responsibility or liability whatsoever in relation thereto, notwithstanding that the premium upon the policy may not be at the same rate as that charged by the Company or paid to the Company by the customer.  

7 General indemnities and liabilities of the customer and owner 

7.1 The Customer and Owner shall defend, indemnify and hold harmless the Company against all liability, loss, damage, costs and expenses howsoever arising: (a) from the nature of the Goods, other than to the extent caused by the Company's negligence, (b) out of the Company acting in accordance with the Customer's or Owner's instructions, or (c) from a breach of warranty or obligation by the Customer or arising from the negligence of the Customer or Owner，or (d) from any violation of applicable law, regulation by the Customer or the personal injuries, damage against property and infringement of third--party intellectual property right by the Customer. 

7.2 Except to the extent caused by the Company's negligence, the Customer and Owner shall be liable for and shall defend, indemnify and hold harmless the Company in respect of all duties, taxes, imposts, levies, deposits and outlays whatsoever levied by any Authority and for all payments, fines, costs, expenses, loss and damage whatsoever incurred or sustained by the Company in connection therewith. 

7.3 Advice and information, in whatever form it may be given, is provided by the Company for the Customer only and the Customer shall defend, indemnify, and hold harmless the Company for all liability, loss, damage, costs and expenses arising out of any other person relying on such advice or information.

7.4 The Customer shall be liable for the loss, damage, contamination, soiling, detention or demurrage before, during and after the service of property of: (a) the Company; (b) the Company’s servants, sub-contractors or agents; (c) independent contractors engaged by the Company for performance of part or all of the logistics services; (d) any person; or (e) owner of any vessel, vehicle and goods. caused by the Customer or Owner or any person acting on behalf of either of them or for which the Customer is otherwise responsible.  

7.5 Instructions to collect payment on delivery in cash or otherwise are accepted by the Company upon and on the condition that the Company in the matter of such collection will be liable for the exercise of reasonable diligence and care only. Unless express written instructions are received that the Goods are not to be delivered without payment, the Company accepts no liability if, upon delivery of the goods, payment is not made. 

8 Subcontractors 

8.1 The Customer undertakes that no claim will be made against any servant, sub-contractor or agent of the Company which imposes or attempts to impose upon any of them any liability whatsoever in connection with the logistics services. If any such claim should nevertheless be made, the Customer undertakes to indemnify the Company against all consequences thereof.

8.2 Without prejudice to Clause 8.1, every servant, sub-contractor, or agent of the Company shall have the benefit of all provisions herein as if such provisions were expressly for their benefit. In entering this contract, the Company, to the extent of those provisions, does so not only on its behalf, but as agent and trustee for such servants, subcontractors, and agents.

8.3 The Customer shall defend, indemnify, and hold harmless the Company from and against all claims, costs and demands whatsoever and by whomsoever made or preferred, more than the liability of the Company under these Conditions. 

8.4 Without prejudice to the generality of this Clause 8, the indemnity referred to in Clause 8.3, shall cover all claims, costs, and demands arising from or in connection with the negligence of the Company, its servants, sub-contractors, and agents. 

8.5 In this Clause, "sub-contractors" includes direct and indirect sub-contractors and their respective employees, servants, and agents.  

9 Charges 

9.1 The Customer shall pay to the Company in cash, or as agreed, all sums immediately when due without deduction or deferment on account of any claim, counterclaim or set-off. 

9.2 When the Company is instructed to collect freight, duties, charges or other expenses from any person other than the Customer, the Customer: (a) shall remain responsible for these amounts; and (b) shall pay these amounts to the Company on demand where these amounts have become due and have not been paid by such other person. 

9.3 On all accounts overdue to the Company, the Company can be entitled to liquidated damages, such liquidated damages to be calculated at 2 per cent above the base interest rate of the Company's bank applicable during the periods that such amounts are overdue. 

9.4 The Customer shall be liable for and pay to the Company any additional costs or expenses the Company may incur and for any loss or damage occasioned either directly or indirectly to the Company as a result of the Company relying upon the description particulars and handling methods provided by the Customer or by reason of any illegal, incorrect or insufficient marking, numbering or addressing of the Goods.

10  Liberties and rights of the company 

10.1 Unless otherwise agreed in writing, the Company shall be entitled to enter into contracts on behalf of itself or the Customer and without notice to the Customer: (a) for the logistics services (whole or part) by any person, means or time limit, or (b) for the location and owner of the warehouse, the packing or handling of the Goods or , (c) for the carriage of Goods by any route( transshipment included ), person , means , or (d) for the carriage or storage of Goods with other goods of whatever nature, (e) for the performance of its own obligations, and to do such acts as the Company reasonably considers may be necessary or incidental to the performance of the Company's obligations. 

10.2 The Company can be entitled (without incurring any additional liability), but shall be under no obligation, to depart from the Customer's instructions in any respect if the Company considers there is good reason to do so in the Customer's interest. 

10.3 The Company may at any time comply with the orders or recommendations given by any Authority. The responsibility and liability of the Company in respect of the Goods shall cease on the delivery or other disposition of the Goods in accordance with such orders or recommendations. 

10.4 The Company can be entitled (but under no obligation) at any time and from time to time to inspect the Goods by proper means. 

10.5 If at any time the Company reasonably considers that the logistics services should not be undertaken or continued or only continued after effecting any necessary incidental matters or incurring additional expense or risk, the Company shall be entitled to: (a) abandon the logistics services or to effect such additional incidental matters and incur such additional expense, as may be reasonably necessary in order to enable the logistics services to be effected or further effected; and (b) be reimbursed by the Customer for the cost of all such additional incidental matters and all such additional expense incurred. 

10.6  If the Company (or any person whose services the Company makes use of) considers: (a) the performance of the Company’s obligations are likely to be: (i) affected by any hindrance, risk, delay, difficulty or disadvantage whatsoever, or (ii) prohibited under any laws or regulations, including but not limited to European Union laws, US laws or other national laws relating to anti-terrorism and trade embargos; and (b) the hindrance, risk, delay, difficulty, disadvantage or prohibition cannot be foreseen, avoided and surmounted by reasonable endeavors of the Company or such other person, the Company may (upon giving notice in writing to the Customer or Owner), at its sole discretion, treat the performance of its obligations as terminated and may, at the Customer’s expense, place the Goods or any part of them at the Customer’s or Owner’s disposal at any place which the Company deems safe and convenient. 

10.7 The notice in writing referred to in Clause 10.6 is not required if not possible to give such notice. 

10.8 Where the Company exercises its rights and obligations under Clause 10.6, responsibility, and liability of the Company in respect of the logistics services shall thereupon cease absolutely. 

10.9 Where the Company (or any person whose services the Company makes use of) is entitled to call upon the Customer or Owner to take delivery of the Goods at a designated time and place and delivery of the Goods, or any part thereof, is not taken by the Customer or Owner at the designated time and place the Company (or such other person) shall be entitled to urge the Customer or Owner to claim the goods within a reasonable time period. After this additional period expires, the Company may have the goods deposited.

10.10 Notwithstanding Clauses 10.6 to 10.9, the Company shall be entitled (but under no obligation) without any responsibility or liability to the Customer and Owner, to sell or dispose of (a) all Goods which the Company considers cannot be delivered as instructed, but only upon giving 21 days’ notice in writing to the Customer, and (b) with notice afterwards, Goods which have perished, deteriorated or altered, or are in immediate prospect of doing so in a manner which has caused (or may be reasonably expected to cause) loss or damage to any person or property or to contravene applicable regulations. 

10.11 Where the Company sells or disposes of Goods pursuant to Clause 10.10 the Customer shall be responsible for any costs and expenses of the sale or disposal. 

10.12 The Company can be entitled to retain and be paid all brokerages, commissions, allowances, and other remunerations customarily retained by or paid to freight forwarders without notice to the Customer.。 

10.13 The Company may have the right to enforce against the Owner and the Customer 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 demand have not been paid.

11  Lien  

11.1 The Company shall have a particular and general lien on all Goods or documents relating to Goods in its possession, or the property of the Customer or Owner for all sums due at any time from the Customer or Owner (whether those sums are due from the Customer on those Goods or documents or on any other Goods or documents). 

11.2 Where any sum due to the Company from the Customer or Owner remains unpaid, the Company, on giving two months’ notice in writing to the Customer, shall be entitled (without liability to the Customer and Owner) to sell or dispose of such Goods or documents by public auction or by private agreement with the Customer or Owner at the risk and expense of the Customer and Owner and to apply the proceeds of any such sale or disposal in or towards the payment of the sums due. 

12 Containers 

12.1 If a Container has not been packed or stuffed by the Company, the Company shall not be liable for loss of or damage to the contents if caused by: (a) the manner in which the Container has been packed or stuffed, (b) the unsuitability of the contents for carriage in Containers, unless the Company has approved the suitability, (c) the unsuitability or defective condition of the Container, provided that where the Container has been supplied by or on behalf of the Company this paragraph (c) shall only apply if the unsuitability or defective condition arose: (i) without any negligence on the part of the Company; or (ii) would have been apparent upon reasonable inspection by the Customer or Owner or person acting on behalf of either of them. (d) the fact that the Container is not sealed at the commencement of the Carriage, except where the Company has agreed to seal the Container. 

12.2 The Customer shall defend, indemnify, and hold harmless the Company against all liability, loss, damage, costs, and expenses arising from one or more of the matters referred to in Clause 12.1, except for Clause 12.1(c)(i). 

12.3 Where the Company is instructed to provide a Container, in the absence of a written request to the contrary, the Company is not under an obligation to provide a Container of any particular type or quality.

13 General liability 

13.1 Except where otherwise provided in these Conditions, the Company shall not be liable for any loss or damage whatsoever arising from: (a) the act or omission of the Customer or Owner or any person acting on their behalf, (b) compliance with the instructions given to the Company by the Customer, Owner or any other person entitled to give them, (c) insufficiency of the packing or labeling of the Goods, except where such service has been provided by the Company, (d) handling, loading, stowage or unloading of the Goods by the Customer or Owner or any person acting on their behalf, (e) inherent vice of the Goods, (f) riots, civil commotions, strikes, lockouts, stoppage or restraint of labor from whatsoever cause, (g) fire, flood, storm, explosion or theft or (h) any cause which the Company could not foresee, avoid and surmount, and the consequences whereof it could not prevent by the exercise of reasonable diligence. 

13.2 Subject to Clause 5.8, the Company shall not be liable in contract or in tort or otherwise for loss, damage or cost howsoever caused (whether or not indirect or consequential) to property other than the Goods themselves and shall not be liable for any pure economic loss, consequential loss, punitive damages or loss of profit or market, delay or deviation howsoever arising. 

13.3 Where the loss or damage of the Goods occurred in a specific section of the multi-mode transportation, the liability of the Company for damages and the limit should be governed by the relevant laws on the specific mode of transportation used in the specific section. Where the specific section of transportation in which the loss or damage occurred cannot be identified, the limit of liability shall be the least one of those thereof provided in all relevant laws applicable to the mode of transportation involved.  

14 Amount of compensation 

14.1 Except in so far as otherwise provided by these Conditions, the liability of the Company, howsoever arising, shall not exceed the following: (a) in respect of all claims other than those subject to the provisions of Clause 14.4 whichever is the lesser of: (i) the value of, or (ii) the limit of liability provided in competent law , if available, or the equivalent of 2 SDR per gross kilogram in the currency of the loss or damage, (the exchange rate to apply being the rate as at the date of the delivery of the Goods) of, the Goods lost, damaged, misdirected, misdelivered or in respect of which a claim arises. (b) in respect of claims for delay where not excluded by the provisions of these Conditions, the amount of the Company's charges in respect of the Goods delayed.

14.2 The limitation of liability referred to in Clause 14.1 shall apply notwithstanding that the cause of the loss or damage is unexplained. 

14.3 If agreed in writing prior to receipt of the Goods, the Company may accept liability more than the limits set out in these Conditions 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.

14.4 Compensation can be calculated by reference to the invoice value of the Goods plus freight and insurance if paid. 

14.5 If there be no invoice value for the Goods, the compensation can be calculated by reference to the value of such Goods at the place and time when they were delivered to the Customer or Owner or should have been so delivered. The value of the Goods can be fixed according to the current market price, or, if there be no commodity exchange price or current market price, by reference to the normal value of goods of the same kind and quality. 

14.6 Unless agreed in writing prior to receipt, the Company will not accept or deal with bullion, coin, precious stone, jewelry, antiques, works of art or other valuable Goods. Should any Customer nevertheless delivery any such Goods to the Company or cause the Company to manage or deal with any such Goods other than in accordance with prior written agreement, the Company shall be under no liability whatsoever for or in connection with such Goods howsoever arising.  

15 Notice of loss, time bar

15.1 The Company shall be discharged of all liability unless: (a) notice of any claim is received by the Company or its agent in writing within 14 days after the date specified in Clause 15.2, or within a reasonable time after that date if the Customer proves that it was impossible to so notify, and (b) suit with regard to the carriage of goods by sea is brought in the proper forum within one year and written notice thereof received by the Company after the date specified in Clause 

15.2 For the purposes of Clause 15.1, the applicable dates are: (a) in the case of loss or damage to Goods, the date of delivery of the Goods, (b) in the case of delay or non-delivery of the Goods, the date that the Goods should have been delivered, (c) in any other case, the event giving rise to the claim.

16 General average 

16.1 The Customer shall defend, indemnify, and hold harmless the Company in respect of any claims of a General Average nature, including any claims or demands for General Average security which can be made on the Company, and the Customer shall forthwith provide such security as may be required by the Company in this connection

17 Miscellaneous 

17.1 Notice Any notice served by post can be deemed to have been given on the seventh day following the day on which it was posted to the address last known to the Company to be the address of the recipient of the notice.

17.2 Defenses and Limits of Liability The defenses and limits of liability provided in these Conditions shall apply in any action against the Company whether founded in contract or in tort or howsoever otherwise founded. 

17.3 Legislation 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 is held to be repugnant to such legislation to any extent such part shall as regards such business be over-ridden to that extent and no further. 

17.4 Headings of clauses or groups of clauses in these Conditions are for indicative purposes only.  

18  Governing law and jurisdiction 

18.1 These Conditions and any claim or dispute arising out of or in connection with the services of the Company shall be subject to the law of the People’s Republic of China in which the Company has its principal place of business and any such claim or dispute shall be determined by the Courts of the People’s Republic of China and no other Court. PART II: Company as Agent

19 Special liability and indemnity conditions 

19.1 To the extent that the Company acts as an agent, the Company does not make or purport to make any contract with the Customer for the carriage, storage, loading and unloading, processing, packing, distribution and handling of Goods nor for any other physical service in relation to them and acts solely on behalf of the Customer in securing such services by establishing contracts with third parties so that direct contractual relationships are established between the Customer and such third parties.  

19.2 The Company shall not be liable for the acts and omissions of third parties referred to in Clause 19.1. 

19.3  The Company, when acting as an agent, has the authority of the Customer to enter contracts on the Customer's behalf and to do acts which bind the Customer in all respects notwithstanding any departure from the Customer's instructions. 

19.4 Except to the extent caused by the Company's negligence, the Customer shall defend, indemnify, and hold harmless the Company in respect of all liability, loss, damage, costs, or expenses arising out of any contracts made in the procurement of the Customer's requirements in accordance with Clause 19.1. 

20 Choice of rates 

20.1 Where there is a choice of rates according to the extent or degree of liability assumed by persons carrying, storing, or managing the Goods, no declaration of value (where available) will be made by the Company unless previously agreed in writing between the Customer and the Company. PART III: Company as Principal  

21 Special liability conditions 

21.1 Where the Company contracts as principal for the performance of the Customer's instructions, the Company undertakes to perform, or in its own name to procure, the performance of the Customer's instructions and, subject to the provisions of these Conditions, shall be liable for the loss of or damage to the Goods occurring from the time that the Goods are taken into its charge until the time of delivery. 

21.2 Where: (a) the Company contracts as a principal and sub-contracts the performance of the Company's services; and (b) it can be proved that the loss of or damage to or in respect of the Goods arose or was caused whilst the Goods were in the care or custody of the sub-contractor; the Company shall have the full benefit of all rights, limitations and exclusions of liability available to the sub-contractor in the contract between the Company and the sub-contractor and in any law, statute or regulation and the liability of the Company shall not exceed the amount recovered, if any, by the Company from the sub-contractor. 

21.3 Notwithstanding other provisions in these Conditions, if it can be proved where the loss of or damage to the Goods occurred, the Company's liability shall be determined by the provisions contained in any international convention or national law, the provisions of which: (a) cannot be departed from by private contract, to the detriment of the claimant, and (b) 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 stage of carriage where the loss or damage occurred and received as evidence thereof any particular document which must be issued if such international convention or national law shall apply.  

21.4 Notwithstanding other provisions in these Conditions, if it can be proved that the loss of or damage to the Goods occurred at sea or on inland waterways and the provisions of Clause 21.2 do not apply, the Company's liability shall be determined by the Hague-Visby Rules. Reference in the Hague-Visby Rules to carriage by sea can be deemed to include reference to carriage by inland waterways and the Hague-Visby Rules shall be construed accordingly.  

21.5 Notwithstanding the provisions of Clauses 21.2, 21.3 and 21.4, if the loss of or damage to the Goods occurred at sea or on inland waterways, and the Owner, Charterer or operator of the carrying vessel is entitled to limit its liability at law and establishes a limited fund, the liability of the Company shall be limited to the proportion of such limitation fund as is allocated to the Goods. 

21.6  In the event of any inconsistency between these Conditions and the conditions of any Bill of Lading, Sea or Air Waybill, consignment note (including carriage by internal air, road, railway, waters), and warehouse receipt issued by or on behalf of the Company as Principal, the conditions of any such documents shall prevail to the extent of such inconsistency but no further.

22 Both-to-blame collision clause  

22.1  The Both-to-Blame Collision Clause as recommended by BIMCO at the same of the provision of Services are incorporated into and forms part of these Conditions. 

23 USA and/or Canada and additional responsibility clause 

23.1 With respect to transportation within the USA or Canada, the responsibility of the Company shall be to procure transportation by carriers (one or more) and such transportation shall be subject to such carrier's contracts and tariffs and any law compulsorily applicable. The Company guarantees the fulfillment of such carrier's obligations under their contracts and tariffs.

23.2 If and to the extent that the provisions of the Harter Act of the USA 1893 would otherwise be compulsorily applicable to regulate the Company's responsibility for the Goods during any period prior to loading on or after discharge from the vessel on which the Goods are to be or have been carried, the Company's responsibility shall instead be determined by these Conditions. If such provisions are found to be invalid, responsibility shall be determined by the provisions in the Carriage of Goods by Sea Act of the USA Approved 1936. 

23.3 If the Hamburg Rules should be held to be compulsorily applicable to any carriage of goods by sea undertaken by the Company as principal, these Conditions shall be read subject to the provisions of the Hamburg Rules and any term of these Conditions that is repugnant to the Hamburg Rules shall be void to the extent of such repugnancy but no further.   

24  Air carriage 

24.1Where the Company acts as a 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 Montreal 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 Goods. Agreed stopping places are those places (other than the places of departure and destination) shown under requested routing and/or those places shown in carrier's timetables as scheduled stopping places for the route. The address of the first carrier is the airport of departure. 

24.2 Where the Company acts as a 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 Montreal 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 Goods. Agreed stopping places are those places (other than the places of departure and destination) shown under requested routing and/or those places shown in carrier's timetables as scheduled stopping places for the route. The address of the first carrier is the airport of departure.