Cargo Insurance (ad-hoc)

Interpretation

1. In these Conditions:

(a) "Authority" means any duly constituted legal or administrative Person, which exercises jurisdiction or has authority within any nation, state, municipality, port, or airport.

(b) “Beneficiary” means the Person (including the Customer or any mortgagees or lenders) who holds a legal, financial, and insurable interest in the loss of or damage to Goods.

(b) “Charges” means all costs, fees, expenses, commissions, duties, penalties, taxes, surcharges and/or charges payable to the Company in respect of the Services and in accordance with the applicable tariff (if any) and/or the Insurance pursuant to these Conditions.

(c) “Company” means the Person who contracts to supply the Services.

(d) “Conditions” means these Cargo Insurance (ad-hoc) terms as may be amended from time to time in accordance with the terms hereof and any other applicable terms to the Services provided.

(e) “Customer” means any Person with whom the Company contracts to provide or arrange a Service, and includes the shipper, holder, consignee, receiver of the Goods, any Person holding an insurable interest in the Goods, and anyone acting on behalf of or as principals of such Person apart from the Company.

(f) "Goods" means the whole or any part of the cargo and any packaging, excluding shipping containers, accepted from the Customer, including Dangerous Goods in respect of which the Company provides the Services.

(g) "Information" means data, messages, advice, and/or information (including electronic data) in any form.

(h) “Instructions” means a statement of the specific requirements for the Services from the Customer, an Authority and/or any other Person entitled to give them on behalf of the Customer.

(i) “Insurance” means the cargo insurance for physical loss or damage to the Goods and insurable expenses that Company procures and settles premium for in their own name as policyholder and that names the Beneficiary as the party holding the risk in the Goods and rights to any receivables of a covered loss.

(j) “Insurance Company” means any company, broker or agent licensed by the applicable Authority to enter an Insurance contract and pay out any indemnities under the Insurance contract to the Beneficiary.

(k) “Person” includes an individual, corporation, or other legal entity.

(l) "Services" means the whole or any part of any physical, management, agency and/or business process services and/or activities of whatsoever nature undertaken by the Company and/or Subcontractors in respect of the Customer and/or in relation to Goods, including but not limited to loading, packing, stuffing, transporting, carriage, unloading, unpacking, de-stuffing, warehousing, storage and any other operations and services of whatsoever nature undertaken by or performed by or on behalf of the Company in relation to the Goods and cargo management services and related documentary, customs and information technology processes.

(m) “Subcontractor” includes charterers and operators of vessels (other than the Company), stevedores, terminal and groupage operators, road rail and air transport operators, forwarding agents, warehousemen, and any independent contractors and agents employed by the Company in the performance of the Services and any direct or indirect subcontractors, servants, and agents thereof, whether in direct contractual privity or not.

2. In these Conditions:

2.1. Headings of clauses or groups of clauses in these Conditions are for convenience only and do not affect the interpretation of these Conditions.

2.2. Should any clause, or part of a clause, be found to be void or unenforceable, the remainder of these Conditions and the clause shall remain unaffected.

2.3. The singular includes the plural and vice versa (unless the context otherwise requires).

2.4. Any words following the word “including” shall be interpreted without limitation to the generality of the preceding words.

2.5 Any words pertaining to insurance terms, exclusions or warranties of the Insurance are reference to the Insurance that the Company shall keep in force with an Insurance Company and shall not in any way or form be construed as an insurance contract between the Company and the Customer or bestow any obligation on the Company to satisfy the Insurance.

2.6 Any exclusions or warranties mentioned herein pertaining to the Insurance shall not limit the Company from obtaining wider insurance terms then specified. 

Application 

3. Upon receipt of Instructions and a declaration of the value of the Goods, the Company shall arrange and keep in force Insurance in accordance with Clause 6, for loss and damage to the Goods during the period that the Goods are in the Company’s or any Subcontractor’s custody pursuant to the scope of the Services, up to the value declared as per the Instructions, but in no circumstances exceeding USD 5,000,000 per shipment, USD 500,000 per container or USD 250,000 per container for jewellery, fine arts, bottled spirits, precious and semi-precious stones and precious metals, whichever is lower, unless otherwise approved by the Company in writing.

4. Such Insurance may, but shall not be obligated to, include coverage for ancillary transport incidental to the Service outside the custody of the Company or Subcontractor.

5. Such Insurance may, but shall not be obligated to, include coverage for War and Strike risks at terms so specified by the Insurance Company.

Terms of Insurance

6. The Company shall use reasonable endeavours to arrange and keep in force Insurance on 'all-risk' terms identical or materially similar to 'Institute Cargo Clauses (A) CL 382 01/01/2009' if obtainable and always subject to the nature of the Goods. If such coverage is not obtainable, the Company will use reasonable endeavours to arrange and keep in force Insurance on the best terms reasonably obtainable.

7. The deductible for the Insurance shall be nil unless otherwise agreed between the Company and the Customer. If a deductible is agreed, the Customer shall be solely and fully responsible for any deductibles or self-insured retentions under any required coverage. Notwithstanding anything else provided for in these Conditions, the Company shall not be obliged to compensate the Customer in relation to a deductible or self-insured loss when the Customer has agreed to such deductible.

8. Claims must be reported by or on behalf of the Customer in accordance with the requirements of the certificate of insurance unless otherwise stated by the Company.

9. The Company shall provide the Customer with a certificate of insurance upon request.

Disclosure of Information

10.The Customer warrants that it shall, in reasonable time prior to the provision of the Services, and at no cost to the Company, provide and disclose all material Information which a reasonable insurer would deem relevant in deciding to underwrite the relevant risks, including any details relating to the Beneficiary. Failure to provide any such material information may invalidate any Insurance and the Customer shall indemnify the Company against any and all liability arising out of or relating to breach of this warranty by the Customer. 

11. The Customer warrants that all Information provided by the Customer to the Company in relation to the Insurance is accurate, correct, and complete and the Customer shall indemnify the Company against any and all liability arising out of or relating to breach of this warranty by the Customer. 

Settlement of Charges

12. The Company shall charge the Customer any and all Charges levied by an Insurance Company on the Company arising out of or in connection with these Conditions.

13. In the event of late settlement of the Charges by the Customer, the Company may cancel the Insurance coverage with the insurer without further notice to the Customer.

Sanctions

14. The Customer warrants that the Beneficiary, the Goods and the voyage are not subject to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America, or Canada, or of any country to, from or through which the goods may be carried.

Termination

15. The Company may immediately terminate the Insurance, and may choose to be under no further obligations pursuant to these Conditions if:

15.1 The Customer becomes insolvent, enters liquidation (apart from solvent liquidation for the purposes of amalgamation or reconstruction) or is dissolved or declared bankrupt or has a receiver, administrator or administrative receiver appointed over all or a substantial part of its assets, or makes a general assignment for the benefit of or enters into an arrangement with its creditors in lieu thereof, or takes or suffers similar action; or

15.2 The performance of these Conditions, any Insurance contract, or any agreement for the provision of the Services would be in breach of any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America, or Canada, or of any country to, from or through which the goods may be carried.

Disclaimer

16. The Company is not a professional insurance advisor, broker or insurer and does not advise on the adequacy of sums, deductible, or coverage of the Insurance and any actions or information provided by the Company to the Customer cannot be construed as such advice. The Customer shall retain the sole risk of adequacy and suitability of the Insurance.

17. These Conditions shall be in addition to and not replace any other applicable terms to the Services provided by the Company excluding any limit of liabilities. To the extent of any inconsistency, such other terms shall prevail apart from 18, 19. and 20.

18. The Customer acknowledges and agrees that the Company may hold separate risk and financial interests in the arrangement of the Insurance.

Liability

19. The Company shall, under no circumstance whatsoever, be liable under this Agreement to the Customer for: (1) any indirect, consequential, special or punitive damages; or (2) whether direct or indirect, any: loss caused by events outside of the Company’s reasonable control; loss of profit or revenue; loss of use; loss of business, goodwill or reputation, delay or any other similar losses whatsoever.

20. Notwithstanding anything else to the contrary in this agreement, the Company shall in no circumstances be liable to the Customer in any amount exceeding the limitation of liability figure at Clause 3 of this Agreement. Where value can be established according to Clause 3.1 of this Agreement the limit shall be the ex-works price of the Goods in respect of which the insurance is sought. At no time shall Company liability exceed USD 5,000,000 per claim or series of claims arising from the same common cause.

21. The Customer shall have no right to bring any claim against the Company whatsoever (and the Company shall have no obligation to pay to Customer) in respect of any loss or damage that is or is intended to be covered by the Insurance including any deductible accepted by the Customer.

Law & Jurisdiction

22. These Conditions, and all non-contractual matters associated with, arising out of or connected with them, shall be governed by and interpreted in accordance with English law and the parties agree that the English courts have exclusive jurisdiction to adjudicate any dispute which arises in connection with these Conditions and all non-contractual matters associated with, arising out of or connected with them, save that the Company retains the right to bring proceedings against the Customer in any other court of competent jurisdiction.

23. These Conditions are intended solely for the benefit of the Company and the Customer, and nothing in these Conditions shall be construed as conferring any benefit, right or remedy on any other person, whether under the Contracts (Rights of Third Parties) Act 1999, any other statute, at common law or in equity.  This clause shall not be construed as preventing the Insurance from conferring benefits, rights or remedies on any other person.