INTERCONTINENTAL RAIL TERMS AND CONDITIONS

SECTION 1 - DEFINITIONS AND ABBREVIATIONS

1.1 In these Terms and Conditions, unless the context otherwise requires, the following words and expressions shall have the meanings set out below:

Term	Definition
AAR	Association of American Railroads, and the rules, standards, and circulars promulgated thereunder.
AfCFTA	The Agreement Establishing the African Continental Free Trade Area, adopted on 21 March 2018 in Kigali, as amended from time to time.
ALADI	Latin American Integration Association (Asociación Latinoamericana de Integración), established by the Treaty of Montevideo 1980.
Arab Mashreq Railway Agreement	The Agreement on the Arab Mashreq International Railway Network, covering railway routes in the Middle East.
ASEAN	Association of Southeast Asian Nations.
Booking Confirmation	A written or electronic communication issued by the Carrier confirming the acceptance of a booking and specifying the material particulars of the carriage.
Cargo	All goods, merchandise, containers, equipment, and property of any description whatsoever accepted by the Carrier for carriage under these Terms.
Carmack Amendment	The provisions of 49 U.S.C. §14706 et seq. governing carrier liability for loss or damage to goods in interstate and certain international rail transportation within the United States.
Carrier	The party providing rail carriage services under these Terms, including its employees, agents, servants, and subcontractors.
CIM	Uniform Rules Concerning the Contract of International Carriage of Goods by Rail, being Appendix B to COTIF, as amended from time to time.
CIV	Uniform Rules Concerning the Contract of International Carriage of Passengers by Rail, being Appendix A to COTIF.
Consignee	The person named in the Consignment Note as the party to whom the Cargo is to be delivered.
Consignment Note	The document evidencing the contract of carriage, whether in CIM format, SMGS format, or CIM/SMGS combined format.
Consignor	The person named in the Consignment Note as the party tendering the Cargo to the Carrier for carriage.
Convention	Any international convention, treaty, or uniform rules applicable to the carriage, including without limitation COTIF, CIM, SMGS, the Carmack Amendment, and any applicable national legislation.
COTIF	Convention concerning International Carriage by Rail, signed at Berne on 9 May 1980, as amended by the Vilnius Protocol of 3 June 1999 and any subsequent amendments.
Customer	The party or parties entering into a contract of carriage with the Carrier, including the Consignor, the Consignee, and any person acting on their behalf.
Cut-Off Time	The latest time by which Goods must be tendered to the Carrier for loading onto a particular service, as notified by the Carrier.
Dangerous Goods	Any substance or article classified as dangerous under RID, 49 CFR Parts 100-185 (USA), the Transportation of Dangerous Goods Act (Canada), or any applicable national law governing the carriage of hazardous materials by rail.
Demurrage	Charges levied by the Carrier for the detention of wagons or containers beyond the applicable Free Time at a loading or unloading facility.
Detention	Charges levied by the Carrier for the use of Carrier's Equipment beyond the applicable Free Time outside the terminal or rail facility.
ESCAP	United Nations Economic and Social Commission for Asia and the Pacific.
Estimated Date of Shipment	The date on which the Customer requests the Carrier to commence carriage of the Goods under a particular booking.
Free Time	The period during which wagons, containers, or other Carrier's Equipment may be held by or on behalf of the Customer without incurring Demurrage or Detention charges, as specified in the applicable schedule or tariff.
GCC	Gulf Cooperation Council, comprising Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the United Arab Emirates.
GCC Railway Authority	The Gulf Railways Authority established by the GCC member states to oversee the development and operation of the GCC Railway network.
Goods	Any cargo, merchandise, or articles of any kind whatsoever tendered for carriage, excluding live animals unless specifically agreed.
MERCOSUR	The Southern Common Market (Mercado Común del Sur), comprising Argentina, Brazil, Paraguay, Uruguay, and Bolivia.
OHADA	Organisation pour l'Harmonisation en Afrique du Droit des Affaires (Organisation for the Harmonisation of Business Law in Africa), established by the Treaty of Port-Louis, 17 October 1993, as amended.
OSJD	Organisation for Co-operation between Railways (Organizatsiya Sotrudnichestva Zheleznykh Dorog).
RB&ITFL	Roads, Bridges and Inland Transport Federal Law of Mexico (Ley de Caminos, Puentes y Autotransporte Federal), 1993, as amended.
RID	Regulation concerning the International Carriage of Dangerous Goods by Rail, being Appendix C to COTIF, as amended from time to time.
SDR	Special Drawing Rights as defined by the International Monetary Fund.
SMGS	Agreement on International Railway Freight Communications (Соглашение о Международном Железнодорожном Грузовом Сообщении), as amended, including any Service Instructions issued thereunder.
STB	Surface Transportation Board of the United States of America.
TAR Agreement	The Intergovernmental Agreement on the Trans-Asian Railway Network, adopted by the UNESCAP Commission in April 2006 and entered into force on 11 June 2009, as amended from time to time.
Through Bill of Lading	A single transport document covering the entire rail journey across multiple jurisdictions.
Transit Period	The period allowed for the carriage of the Cargo from the place of taking over to the place of delivery, as determined by the applicable Convention or these Terms.
URL Convention	The UNECE Convention on the Contract for the International Carriage of Goods by Rail, adopted November 2023, to the extent ratified and in force.
USMCA	United States-Mexico-Canada Agreement (formerly NAFTA), governing trade relations between the three North American states.
Waiting Time	The period during which a truck, vehicle, or other conveyance is required to wait at a terminal, loading point, or delivery point beyond the applicable free waiting allowance.

1.2 In these Terms: (a) words importing the singular include the plural and vice versa; (b) words importing any gender include all genders; (c) references to statutes, conventions, or regulations include all amendments, replacements, and re-enactments thereof; (d) headings are for convenience only and shall not affect interpretation; (e) references to "Sections" and "Clauses" are to sections and clauses of these Terms.

SECTION 2 - SCOPE OF APPLICATION

2.1 These Terms and Conditions apply to the international carriage of goods by rail performed by or on behalf of the Carrier, and to all ancillary services provided in connection therewith, including collection, delivery, transloading, storage, and customs formalities.

2.2 The legal framework applicable to any carriage governed by these Terms shall be determined by reference to the places of taking over and delivery, the routing of the Goods, and the territory in which any relevant event occurs, and not by reference to any predefined route. Where more than one legal regime is capable of applying to a carriage, the applicable regime shall be determined separately for each segment of the carriage in accordance with this Section 2.

2.3 Any mandatory Convention shall apply to the carriage, or to the relevant segment of the carriage, wherever its own scope conditions are satisfied, and shall do so uniformly irrespective of the geographic route concerned. In particular:

• 2.3.1 the CIM Uniform Rules (Appendix B to COTIF) shall apply as mandatory law where the conditions for their application are satisfied, including where the place of taking over and the place of delivery are situated in COTIF Member States, or where CIM otherwise applies by reason of the routing of the Goods, subject to any reservation or suspension of membership by a relevant State;*
   
• 2.3.2 the SMGS shall apply as mandatory law where the conditions for its application are satisfied, including where the place of taking over and the place of delivery are situated in SMGS Contracting States;
   
• 2.3.3 the Carmack Amendment (49 U.S.C. §14706) shall apply to carriage, or to any segment of carriage, performed within the United States, subject to any lawful limitation of liability agreed between the Carrier and the Customer pursuant to 49 U.S.C. §14101(b) or as set out in the applicable tariff or bill of lading; and
   
• 2.3.4 the mandatory national law of any State shall apply to the segment of carriage performed within that State to the extent such law applies mandatorily, including the Roads, Bridges and Inland Transport Federal Law (RB&ITFL) of Mexico in respect of any segment performed within Mexico, subject to such limitations of liability as are therein provided.

2.4 Where carriage is performed across territories governed by different mandatory Conventions (through traffic), the following shall apply:

• 2.4.1 where a CIM/SMGS consignment note is used pursuant to Article 13 of the SMGS, the applicable Convention shall be determined by the territory in which the event giving rise to liability occurred;
   
• 2.4.2 for loss, damage, or delay occurring on CIM territory, CIM shall apply, and for loss, damage, or delay occurring on SMGS territory, SMGS shall apply;
   
• 2.4.3 where the place of the event giving rise to liability cannot be determined (unlocalized loss), the Convention imposing the lesser liability on the Carrier shall apply; and
   
• 2.4.4 where carriage is performed between States that are party to more than one applicable Convention, the Carrier shall determine the applicable regime by reference to the consignment note used and the principal routing of the Goods.

2.5 Where carriage crosses between territory governed by a mandatory Convention and territory not so governed, that Convention shall govern the segment to which it applies, and the applicable national law (determined in accordance with Clause 2.6) shall govern the remaining segment. Where a CIM/SMGS consignment note is used for such through traffic originating in or destined for CIM or SMGS territory, Clause 2.4 shall apply mutatis mutandis.

2.6 Where no mandatory Convention applies to the carriage or to a segment of the carriage, the applicable law shall be determined as follows:

• 2.6.1 each segment performed within a State whose national law applies mandatorily shall be governed by that national law, and, for cross-border carriage, the law applicable to the carriage as a whole shall be determined by reference to the place of origination and the terms of the applicable bill of lading or transport document;
   
• 2.6.2 subject to Clause 2.6.1, the carriage or segment shall be governed by the national law of the State in which the loss, damage, or delay occurred;
   
• 2.6.3 where carriage is performed across the territory of two or more States and the place of the event giving rise to liability cannot be determined, the national law of the State of destination shall apply; and
   
• 2.6.4 any bilateral or multilateral agreement between the relevant States shall apply to the extent directly applicable to rail freight, including instruments concluded under the ALADI or MERCOSUR frameworks, the African Union, the African Continental Free Trade Area (AfCFTA), or regional economic community frameworks, the ASEAN framework, the UNESCAP Intergovernmental Agreement on the Trans-Asian Railway Network (TAR Agreement), the UNESCAP Regional Cooperation Framework for the Facilitation of International Railway Transport (Resolution 71/7, 2015) and any implementing instruments adopted by the relevant States, the Agreement on the Arab Mashreq International Railway Network, and instruments concluded under the GCC Railway Authority.

2.7 Where the OHADA Uniform Acts apply mandatorily to any element of the carriage (including, without limitation, the Uniform Act on the Contract for the Carriage of Goods by Road to the extent applied by analogy or extension to rail), such Uniform Acts shall prevail over any inconsistent provision of these Terms to the extent required by OHADA law.

2.8 Where carriage between States is subject to a supranational or regional trade framework, including the USMCA, such framework shall be taken into account, and liability shall be governed by the national law of the segment in which the loss, damage, or delay occurred.

2.9 The rules, circulars, and interchange rules of the Association of American Railroads (AAR) shall supplement the applicable national law to the extent not inconsistent therewith and to the extent incorporated by reference into the contract of carriage.

2.10 To the extent the URL Convention (UNECE, adopted November 2023) has been ratified and entered into force in respect of any State through which the Goods are carried, its provisions shall apply to the relevant segment of the carriage.

2.11 The Customer acknowledges that rail infrastructure, gauge standards, and border-crossing arrangements vary across the routes over which the Goods may be carried, and that carriage may require transloading, transshipment, break-of-gauge operations, bogie exchange, or the use of multiple national railway operators. The Customer further acknowledges that rail networks on certain routes may be under development or subject to phased operational commencement, evolving regulatory frameworks, and bilateral operational agreements between national railway operators. The Carrier shall not be liable for delays, additional costs, or operational disruptions arising from infrastructure limitations, gauge incompatibilities, border-crossing formalities, the developing nature of any rail network, or changes in the regulatory framework, in each case beyond the Carrier's reasonable control.

General Provisions on Scope

2.12 Where a mandatory Convention applies, its provisions shall prevail over any inconsistent provision of these Terms. These Terms shall supplement, but not derogate from, any applicable mandatory Convention.

2.13 In the event of conflict between these Terms and a mandatory Convention, the order of precedence shall be: (a) mandatory Convention; (b) any individually negotiated written agreement between the Carrier and the Customer; (c) Through Bill of Lading; (d) these Terms; (e) any applicable local terms or tariffs of the Carrier.

2.14 Nothing in these Terms shall be construed to impose upon the Carrier any obligation or liability greater than that which would apply under the mandatory Convention applicable to the relevant segment of carriage.

SECTION 3 - CARRIER OBLIGATIONS

3.1 The Carrier shall perform the carriage of the Goods from the place of taking over to the place of delivery in accordance with the terms of the Consignment Note and these Terms, subject in all cases to the applicable Convention.

3.2 The Carrier shall exercise reasonable care in the carriage, handling, and custody of the Goods between the time of taking over and the time of delivery, having regard to the nature of the Goods and the conditions of carriage.

3.3 The Carrier shall carry the Goods within the Transit Period applicable under the relevant Convention or, where no Convention specifies a Transit Period, within a reasonable time having regard to the distance, routing, and prevailing operational conditions. The Transit Periods shall be as follows:

• 3.3.1 CIM corridor: consignment period of 12 hours plus a carriage period of 24 hours for each 400 km or fraction thereof (wagon-load consignments); or consignment period of 24 hours plus 24 hours for each 200 km or fraction thereof (less-than-wagon-load consignments), pursuant to Article 16(2) CIM.
   
• 3.3.2 SMGS corridor: 1 day per 150 km for containers; 1 day per 200 km for other consignments, pursuant to Article 24(2) SMGS.
   
• 3.3.3 North American corridor: as specified in the applicable tariff, bill of lading, or AAR rules.
   
• 3.3.4 Latin American corridor: as specified in the applicable national law or bilateral agreement, or in the absence thereof, within a reasonable period.
   
• 3.3.5 African corridor: as specified in the applicable national law, bilateral agreement, or regional economic community protocol, or in the absence thereof, within a reasonable period.
   
• 3.3.6 South East Asian corridor: as specified in the applicable national law, SMGS (where applicable), or bilateral agreement, or in the absence thereof, within a reasonable period.
   
• 3.3.7 Middle Eastern corridor: CIM transit periods where CIM applies; otherwise as specified in the applicable national law, GCC Railway Authority protocols, or bilateral agreement, or in the absence thereof, within a reasonable period.

3.4 The Carrier shall provide suitable and serviceable wagons and/or containers for the carriage, unless loading into Customer-provided equipment is agreed.

3.5 The Carrier shall comply with all applicable customs, regulatory, and border-crossing requirements in respect of the carriage, provided that the Customer has furnished all necessary documentation and information in a timely manner.

3.6 The Carrier shall notify the Consignee of the arrival of the Goods at the place of delivery in accordance with the Consignment Note and applicable Convention.

3.7 The Carrier's obligations under this Section 3 are subject at all times to:

• 3.7.1 The exclusions and defenses set out in Section 8;
   
• 3.7.2 The limitations of liability set out in Section 5;
   
• 3.7.3 The force majeure and other relief provisions of the applicable Convention; and
   
• 3.7.4 The Customer's compliance with its obligations under Section 4.

3.8 The Carrier shall not be obliged to verify the accuracy of the contents, weight, marks, numbers, nature, or value of the Goods as declared by the Customer in the Consignment Note.

3.9 The Carrier reserves the right to determine the routing, mode of traction, and method of carriage, and to substitute alternative services, routing, or intermediate carriers, at its sole discretion, provided that the Goods are delivered to the agreed place of delivery.

3.10 The Carrier does not guarantee the provision of any particular capacity, rolling stock, or equipment under these Terms. If the Carrier is unable to load or carry the Customer's Goods for any reason, the Carrier shall not be liable to the Customer for any loss, cost, or damage arising therefrom, unless such failure is solely attributable to the wilful default of the Carrier.

3.11 The Carrier may, in its sole discretion, discontinue or modify any specific route or service. If the Carrier discontinues a specific route, the Carrier shall endeavor to find a suitable alternative route but shall be under no obligation to carry any goods affected by such discontinuance at the previously agreed rates.

3.12 The Carrier may at any time and without notice to the Customer: (a) use any means of transport or storage whatsoever; (b) transfer the Goods from one conveyance to another including by any other means of transport; (c) unpack and remove the Goods from a container and forward them via container or otherwise; (d) proceed via any route (whether or not the nearest, most direct, customary, or advertised route); (e) load and unload the Goods at any place or port and store the Goods at any such port or place; and (f) comply with any orders or recommendations given by any governmental authority or by any person having the right under the terms of insurance to give orders or directions. Anything done or not done in accordance with this Clause or any delay arising therefrom shall be deemed within the contractual carriage and shall not constitute a deviation.

SECTION 4 - CUSTOMER OBLIGATIONS

4.1 The Customer shall ensure that all Goods are properly and sufficiently packed, marked, labelled, and secured for rail carriage, having regard to the nature of the Goods, the duration of transit, and the conditions of carriage (including transloading, shunting, and climatic variation).

4.2 The Customer shall accurately and completely declare in the Consignment Note: the nature, weight, volume, and quantity of the Goods; all marks, numbers, and identification; the name and address of the Consignor and Consignee; the place of taking over and place of delivery; and any special instructions or declarations required by the applicable Convention.

4.3 The Customer shall be responsible for all loading, stowing, securing, and unloading of the Goods, unless otherwise expressly agreed in writing. Where loading is performed by or on behalf of the Customer, the Customer assumes full responsibility for the consequences of defective loading, stowing, or securing.

4.4 The Customer shall provide the Carrier, in a timely manner, with all documents, permits, licenses, customs declarations, phytosanitary certificates, and other documentation required for the carriage, transit, and delivery of the Goods, including all documentation required at border crossings.

4.5 The Customer shall comply with all applicable laws, regulations, and requirements of any governmental or regulatory authority in respect of the Goods, their carriage, import, export, and transit.

4.6 The Customer shall not tender for carriage any Dangerous Goods except in strict compliance with Section 15 of these Terms and all applicable laws and regulations.

4.7 The Customer shall pay all freight charges, surcharges, accessorial charges, Demurrage, Detention, storage charges, customs duties, taxes, and any other amounts due to the Carrier, when due, without set-off, deduction, or counterclaim.

4.8 The Customer shall return all Carrier's Equipment (including wagons, containers, and chassis) in the same condition as received (fair wear and tear excepted) within the applicable Free Time. The Customer shall be liable for all loss of or damage to Carrier's Equipment while in the Customer's custody or control.

4.9 The Customer shall indemnify and hold harmless the Carrier against all claims, costs, losses, and expenses arising from:

• 4.9.1 Any breach of the Customer's obligations under this Section 4;
   
• 4.9.2 Any inaccuracy, insufficiency, or irregularity in the marks, numbers, nature, weight, or description of the Goods;
   
• 4.9.3 Any failure to provide or any inaccuracy in the documentation referred to in Clause 4.4;
   
• 4.9.4 Any non-compliance with laws or regulations by the Customer or its agents; and
   
• 4.9.5 Any act, omission, or default of the Customer, its agents, servants, or subcontractors.

4.10 The Customer acknowledges that any delay, cost, or liability incurred by the Carrier as a result of the Customer's failure to comply with this Section 4 shall be for the Customer's account, and the Carrier shall have no liability in respect thereof.

4.11 Once the Goods have been received by the Carrier, the Customer shall not be entitled to: (a) impede, delay, suspend, stop, or otherwise interfere with the intended manner of performance of the carriage; or (b) interfere with the exercise of any liberties conferred on the Carrier by these Terms or any applicable Convention. The Customer shall indemnify the Carrier against all loss caused to the Carrier, its subcontractors, or the owner of any other cargo during carriage as a result of any breach of this Clause 4.11.

4.12 Goods of a perishable nature shall be carried in ordinary containers without special protection, services, or other measures unless otherwise expressly agreed in writing between the Carrier and the Customer. The Customer shall not tender for carriage any goods requiring refrigeration, ventilation, or any other specialized attention without giving written notice of their nature and the required temperature or other setting of thermostatic, ventilation, or other special controls to the Carrier. If the Customer fails to comply with this Clause, the Carrier shall not be liable for any loss of or damage to such goods howsoever arising.

• 4.12.1 Where goods are carried in a refrigerated container, the Customer acknowledges that such containers are not designed to: (a) freeze down cargo which has not been presented for stuffing at or below its designated carrying temperature; or (b) monitor and control humidity levels. The Carrier does not guarantee the maintenance of any intended level of humidity inside any container.
   
• 4.12.2 The Carrier shall not be liable for any loss or damage to goods arising from latent defects, derangement, breakdown, defrosting, or stoppage of the refrigerating, ventilating, or other specialized machinery, plant, insulation, or apparatus of the container or any other facilities, provided that the Carrier exercised due diligence before and at the beginning of the carriage to maintain any container supplied by it in an efficient state.

4.13 Where a container has not been packed by or on behalf of the Carrier, the Carrier shall not be liable for loss of or damage to the contents of that container. The Customer shall indemnify the Carrier against all loss caused by: (a) the manner in which the container has been packed; (b) the unsuitability of the goods for carriage in containers; or (c) the unsuitability or defective condition of the container or the incorrect setting of any thermostatic, ventilation, or other special controls, unless the container was supplied by the Carrier in a defective condition not apparent upon reasonable external inspection.

• 4.13.1 The Customer is responsible for the packaging and sealing of all containers packed by the Customer. Where a container is packed by the Customer and delivered with the Customer's original seal intact, the Carrier shall not be liable for any shortage of goods ascertained at delivery.
   
• 4.13.2 The Customer shall inspect containers before packing them and, unless the Customer raises any issue with the Carrier prior to use, the Customer's use of a container shall constitute conclusive evidence of the container being sound and suitable for use.

4.14 If the Customer cancels a booking after equipment has been allocated but before loading, the Carrier shall be entitled to charge a reasonable cancellation fee. If the Customer cancels a booking after having collected any containers or equipment allocated to that booking, the Customer shall pay all applicable detention and demurrage charges from the time of equipment collection until return, without the benefit of any Free Time.

SECTION 5 - LIABILITIES

Carrier Liability

5.1 Subject to the exclusions, defenses, and limitations set out in these Terms and in the applicable Convention, the Carrier shall be liable for:

• 5.1.1 Total or partial loss of the Goods occurring between the time of taking over and the time of delivery;
• 5.1.2 Damage to the Goods occurring between the time of taking over and the time of delivery; and
• 5.1.3 Exceeding the applicable Transit Period.

5.2 The Carrier's liability shall in no case exceed the following limits:

• 5.2.1 CIM corridor: compensation for total or partial loss shall not exceed 17 SDR per kilogram of gross mass short, pursuant to Article 30(2) CIM. Compensation for delay shall not exceed four times the carriage charges, pursuant to Article 33(1) CIM.
   
• 5.2.2 SMGS corridor: compensation for total or partial loss shall be calculated on the basis of the value of the goods at the place and time of acceptance for carriage, pursuant to Article 42 SMGS. Penalty for exceeding the delivery period shall not exceed 30% of the carriage charges, pursuant to Article 45(2) SMGS.
   
• 5.2.3 North American corridor (Carmack Amendment): the Carrier's liability for actual loss or damage shall be as determined under 49 U.S.C. §14706, subject to any lawful limitation of liability agreed between the parties pursuant to 49 U.S.C. §14101(b) or as set forth in the applicable tariff or bill of lading.
   
• 5.2.4 Mexico: liability shall not exceed 15 days of the minimum general salary per metric tonne, pursuant to the RB&ITFL.
   
• 5.2.5 Latin American corridor: as determined by the applicable national law of the state in which the loss or damage occurred.
   
• 5.2.6 Non-Convention or unlocalized loss: where no Convention applies or where the place of loss cannot be determined, the Carrier's liability shall not exceed the lesser of: (a) 17 SDR per kilogram of gross mass short; (b) the invoice value of the Goods plus freight and charges paid; or (c) 2 SDR per kilogram of gross mass of the Goods.
   
• 5.2.7 African corridor: where CIM applies (North Africa), liability shall not exceed 17 SDR per kilogram of gross mass short. For Sub-Saharan African carriage not subject to a mandatory Convention, liability shall be as determined by the applicable national law of the state in which the loss or damage occurred.
   
• 5.2.8 South East Asian corridor: where SMGS applies, liability shall be calculated in accordance with Article 42 SMGS. For carriage not subject to a mandatory Convention, liability shall be as determined by the applicable national law of the state in which the loss or damage occurred.
   
• 5.2.9 Middle Eastern corridor: where CIM applies, liability shall not exceed 17 SDR per kilogram of gross mass short. For GCC and other non-CIM Middle Eastern carriage not subject to a mandatory Convention, liability shall be as determined by the applicable national law of the state in which the loss or damage occurred.

5.3 The Carrier shall not be liable for any:

• 5.3.1 Loss of profit, loss of revenue, loss of business, loss of anticipated savings, or loss of goodwill;
• 5.3.2 Indirect, consequential, incidental, special, punitive, or exemplary damages of any kind;
• 5.3.3 Loss arising from delay, except as expressly provided in the applicable Convention; or
• 5.3.4 Loss or damage to the extent caused or contributed to by the Customer, the Consignor, the Consignee, or any person acting on their behalf.

5.4 The aggregate liability of the Carrier for all claims arising out of or in connection with any single event or series of connected events shall not exceed the total amount of freight charges paid or payable in respect of the consignment giving rise to the claim.

5.5 Wastage allowances: The Carrier shall not be liable for loss in weight or quantity of Goods which by their nature are subject to wastage during carriage, to the extent that such loss does not exceed:

• 5.5.1 2% of the gross mass for liquid or moist goods; and
   
• 5.5.2 1% of the gross mass for dry goods,

as provided in Article 43(1) SMGS, which wastage allowance shall apply mutatis mutandis to all corridors unless a lower allowance is mandated by the applicable Convention.

Customer Liability

5.6 The Customer shall be liable to the Carrier for:

• 5.6.1 All loss of or damage to Carrier's Equipment while in the custody or control of the Customer or its agents;
   
• 5.6.2 All Demurrage and Detention charges incurred as a result of the Customer's failure to load, unload, or return equipment within the applicable Free Time;
   
• 5.6.3 All costs, fines, penalties, and expenses incurred by the Carrier as a result of the Customer's failure to comply with its obligations under Section 4;
   
• 5.6.4 All claims, losses, and liabilities imposed on the Carrier by any third party as a result of the Customer's breach of these Terms or applicable law;
   
• 5.6.5 All costs of cleaning, decontamination, or repair of Carrier's Equipment necessitated by the Customer's use thereof; and
   
• 5.6.6 All taxes, duties, and assessments imposed on the Carrier in respect of the Goods or their carriage by any governmental authority.

5.7 The Customer's liability under this Section 5 is not subject to any monetary limitation and shall include all direct and consequential losses suffered by the Carrier.

5.8 Unless otherwise expressly agreed in writing, the Carrier does not provide cargo insurance. The Customer is solely responsible for obtaining adequate cargo insurance for the Goods. Where the Customer obtains insurance, the Customer shall: (a) maintain such insurance at its sole expense throughout the carriage; (b) ensure coverage is on all-risk terms from a reputable insurer; (c) name the Carrier as an additional insured and provide an additional insured endorsement; and (d) waive, and procure that its insurers waive, all rights of subrogation against the Carrier. The Carrier shall not be liable for any acts, omissions, or decisions of any insurance underwriter, and the Customer shall have no recourse against the Carrier in respect of any insurance claim.

SECTION 6 - INDEMNITIES

6.1 The Customer shall indemnify, defend, and hold harmless the Carrier, its officers, directors, employees, agents, servants, and subcontractors (each an "Indemnified Party") from and against any and all claims, actions, proceedings, judgments, awards, losses, damages, costs, and expenses (including reasonable legal fees and costs of investigation) arising out of or in connection with:

• 6.1.1 Any breach by the Customer of any of its obligations, representations, or warranties under these Terms;
   
• 6.1.2 Any inaccuracy in or omission from the Consignment Note or any other documentation provided by the Customer;
   
• 6.1.3 Any failure by the Customer to comply with applicable laws, regulations, customs requirements, or governmental orders;
   
• 6.1.4 The carriage, handling, storage, or disposal of Dangerous Goods tendered by the Customer;
   
• 6.1.5 Contamination, pollution, or environmental damage caused by or arising from the Goods;
   
• 6.1.6 Any act, omission, negligence, or willful misconduct of the Customer, its agents, employees, servants, or subcontractors;
   
• 6.1.7 Any claim by any governmental authority for taxes, duties, fines, or penalties in respect of the Goods or their carriage;
   
• 6.1.8 Any claim by a third party arising from the nature, condition, packaging, marking, or labelling of the Goods; and
   
• 6.1.9 Detention, seizure, confiscation, or destruction of the Goods by any governmental or customs authority.

6.2 The indemnities in Clause 6.1 shall apply irrespective of any negligence or other fault on the part of any Indemnified Party, except to the extent that the relevant loss or damage is finally determined by a court or arbitral tribunal of competent jurisdiction to have been caused solely and directly by the willful misconduct of the Carrier.

6.3 The Customer's indemnification obligations shall survive the termination or expiry of the contract of carriage and the delivery of the Goods.

6.4 The Carrier shall have the right, but not the obligation, to control the defense of any claim subject to indemnification under this Section 6, and the Customer shall cooperate fully with the Carrier in such defense at the Customer's expense.

6.5 The Customer shall not settle any claim subject to indemnification under this Section 6 without the prior written consent of the Carrier.

SECTION 7 - WARRANTIES

7.1 The Customer represents and warrants to the Carrier that:

• 7.1.1 All particulars furnished by or on behalf of the Customer in the Consignment Note and any accompanying documentation are true, accurate, complete, and not misleading;
   
• 7.1.2 The Goods are properly and sufficiently packed, marked, labelled, and secured for carriage by rail, including any transloading, shunting, or intermodal transfer;
   
• 7.1.3 The Goods comply with all applicable laws, regulations, and requirements of all jurisdictions through which the Goods are to be carried;
   
• 7.1.4 The Customer has obtained all necessary permits, licenses, and approvals for the export, import, transit, and carriage of the Goods;
   
• 7.1.5 The Goods do not contain any Dangerous Goods except as expressly declared in accordance with Section 15;
   
• 7.1.6 The Customer has full authority to enter into the contract of carriage and to bind the Consignor and Consignee to these Terms;
   
• 7.1.7 Where loading is performed by or on behalf of the Customer, such loading, stowing, and securing has been performed in accordance with all applicable rules and good practice; and
   
• 7.1.8 The Goods are not subject to any embargo, sanction, or prohibition that would render their carriage unlawful.

7.2 The warranties in Clause 7.1 are given on a continuing basis throughout the duration of the carriage and shall be deemed repeated each time the Customer tenders Goods for carriage.

7.3 The Carrier makes no warranty, express or implied, regarding the condition, suitability, or fitness of wagons, containers, or other equipment for any particular cargo, and all such warranties (to the extent permitted by applicable law) are hereby excluded.

7.4 THE CARRIER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

7.5 The Customer acknowledges that the Carrier has entered into the contract of carriage in reliance upon the accuracy of the Customer's warranties and representations, and that any breach thereof shall entitle the Carrier to refuse carriage, stop in transit, or dispose of the Goods at the Customer's risk and expense.

7.6 No representation is made by the Carrier as to the weight, contents, measure, quantity, quality, description, condition, marks, numbers, or value of the Goods, and the Carrier shall be under no responsibility whatsoever in respect of such description or particulars. The Customer warrants that the Goods are lawful goods and contain no contraband, drugs, other illegal substances, or stowaways, and that the Goods will not cause loss to the Carrier or any other cargo during carriage.

SECTION 8 - CARRIER EXCLUSIONS AND DEFENSES

8.1 The Carrier shall be relieved of liability for loss, damage, or delay to the extent that such loss, damage, or delay was caused by:

• 8.1.1 The fault or act of the Customer, Consignor, Consignee, or any person acting on their behalf;
   
• 8.1.2 An inherent defect, vice, or natural characteristic of the Goods (including shrinkage, wastage, spontaneous combustion, decay, or deterioration);
   
• 8.1.3 Circumstances which the Carrier could not avoid and the consequences of which it was unable to prevent (force majeure);
   
• 8.1.4 Inadequate, defective, or insufficient packing, marking, or labelling;
   
• 8.1.5 Defective loading, stowing, or securing by or on behalf of the Customer;
   
• 8.1.6 The use of open wagons (where agreed or customary) and the consequences of exposure;
   
• 8.1.7 An irregular, incorrect, or incomplete declaration of goods prohibited from carriage, or an incorrect description of goods accepted subject to special conditions;
   
• 8.1.8 The natural characteristics of certain goods which render them subject to total or partial loss or damage (e.g., breakage, rust, oxidation, leakage, evaporation);
   
• 8.1.9 The carriage of live animals and the particular risks attendant thereto;
   
• 8.1.10 Carriage which, pursuant to applicable regulations or agreement, must be accompanied by an attendant, where loss or damage results from a risk which such attendant was intended to prevent;
   
• 8.1.11 Nuclear incidents, where liability is assumed by the operator of a nuclear installation pursuant to applicable law;
   
• 8.1.12 Acts of war, armed conflict, insurrection, terrorism, piracy, or civil disturbance;
   
• 8.1.13 Strikes, lockouts, labor disputes, or work stoppages (whether or not involving the Carrier's employees);
   
• 8.1.14 Epidemics, pandemics, quarantine restrictions, or public health orders;
   
• 8.1.15 Acts, orders, requisitions, or directives of any government, governmental authority, or regulatory body;
   
• 8.1.16 Cyberattacks, failures of information technology systems, or telecommunications disruptions beyond the Carrier's reasonable control;
   
• 8.1.17 Seizure, confiscation, detention, or destruction of Goods by any customs, governmental, or law enforcement authority;
   
• 8.1.18 Fire, flood, earthquake, volcanic eruption, severe weather, or other natural disaster; and
   
• 8.1.19 Any cause beyond the reasonable control of the Carrier.

Additional SMGS Defenses

8.2 In addition to the defenses in Clause 8.1, for carriage subject to SMGS, the Carrier shall not be liable where:

• 8.2.1 The Goods arrived in an intact sealed container or wagon with no signs of unauthorized access, pursuant to Article 39(4) SMGS;
   
• 8.2.2 The Customer selected an unsuitable wagon or container for the consignment;
   
• 8.2.3 The Customer failed to select the appropriate method of protection against natural loss; or
   
• 8.2.4 The Customer failed to complete customs or other formalities resulting in detention of the Goods by public authorities.

Additional Carmack Amendment Defenses (North America)

8.3 For carriage subject to the Carmack Amendment, the Carrier shall be relieved of liability where loss or damage was caused by:

• 8.3.1 An act of God;
   
• 8.3.2 An act of a public enemy;
   
• 8.3.3 An act of the shipper;
   
• 8.3.4 An act of public authority; or
   
• 8.3.5 The inherent nature or vice of the goods.

Burden of Proof

8.4 Where the Carrier establishes that the loss or damage could have resulted from one or more of the special risks referred to in Clauses 8.1 through 8.3, there shall be a presumption that the loss or damage was in fact so caused. The Customer may rebut this presumption by proving that the loss or damage was not, in fact, wholly or partly attributable to such risk.

8.5 The Carrier's invocation of any defense under this Section 8 shall not be defeated by any allegation that the Carrier's equipment was defective, unless the Customer proves that the defect in the equipment was the sole and proximate cause of the loss or damage and that such defect was not discoverable upon reasonable inspection.

8.6 The Carrier shall be entitled, but under no obligation, to open and scan any package or container at any time and to inspect the contents. If it appears to the Carrier at any time during the carriage that the Goods cannot safely or properly be carried, the Carrier may in its sole discretion and without notice to the Customer: (a) take any measures and incur any reasonable additional expense to carry or to continue the carriage thereof; (b) sell or dispose of the Goods; (c) abandon the carriage; or (d) store the Goods at any place the Carrier considers appropriate. The Customer shall indemnify the Carrier against any reasonable additional expense so incurred. The Carrier shall not be liable for any loss arising from any action or inaction taken under this Clause 8.6.

SECTION 9 - COST ESCALATION AND INFLATION ADJUSTMENT

9.1 If the actual cost to the Carrier of performing the carriage and related services under any contract of carriage increases by more than ten percent (10%) compared to the cost basis at the time of contracting, the Carrier shall have the right to request a renegotiation of the affected rates.

9.2 If the parties are unable to reach written agreement on revised rates within thirty (30) days of the Carrier’s written request, the Carrier may terminate the affected carriage or services upon written notice without liability.

9.3 Cost increases may arise from, but are not limited to, changes in fuel prices, labour costs, regulatory requirements, infrastructure fees, tolls, or other input costs necessary for performing the carriage and related services.

9.4 Additional operational charges may apply only where such charges arise due to the Customer’s actions, instructions, or operational requirements, or circumstances beyond the Carrier’s reasonable control. Such charges include, without limitation, Waiting Time, Detention, Demurrage, failed attempts, storage, redirections, or additional handling.

9.5 Any such operational charges shall be reasonable, reflect actual additional costs incurred, and be communicated to the Customer as soon as practicable. Charges levied at the rates set out in the Carrier’s applicable tariff, schedule, or an individually negotiated rate agreement shall be presumed to be reasonable for the purposes of this Clause 9.5.

9.6 This Section 9 is without prejudice to the Carrier’s rights under Clause 19.1 (Surcharges), Clause 19.2 (Emissions Regulation), and Clause 19.22 (Change in Taxation, Laws, and Regulatory Requirements), provided that the Carrier shall not recover the same cost increase more than once, whether by way of surcharge, adjustment of charges, or revised rates.

SECTION 10 - DETENTION AND DEMURRAGE

10.1 Demurrage charges shall be levied on all wagons, containers, and other Carrier's Equipment detained beyond the applicable Free Time at any loading point, unloading point, terminal, siding, or other facility.

10.2 Detention charges shall be levied on all containers and other Carrier's Equipment retained by the Customer or held at the Customer's direction beyond the applicable Free Time at locations outside the Carrier's terminal or rail facility.

10.3 Demurrage and Detention charges shall accrue on a per-day, per-unit basis (or such other basis as specified in the applicable tariff or schedule) at the rates published in the Carrier's tariff or as set out in the applicable schedule to these Terms.

10.4 Subject to Clause 9.5, Demurrage and Detention charges shall commence automatically upon the expiry of the applicable Free Time and shall continue to accrue until the relevant equipment is released, returned, or made available to the Carrier, without the need for any notice or demand.

10.5 In accordance with Clause 9.4, the Customer shall be liable for all Demurrage and Detention charges where the delay or detention arises from the Customer’s actions, instructions, or operational requirements, or from circumstances beyond the Carrier’s reasonable control, but not to the extent that the delay or detention is attributable to the act, omission, or default of the Carrier.

10.6 The Carrier's acceptance of Demurrage or Detention charges shall not constitute a waiver of any other right or remedy available to the Carrier, including the right to refuse further carriage or to exercise its lien over the Goods.

10.7 The Carrier may, subject to Clause 9.5, impose additional surcharges or escalating Demurrage rates for equipment detained beyond specified escalation thresholds, as set out in the applicable tariff or as set out in the applicable schedule to these Terms.

10.8 All Demurrage and Detention charges are payable upon demand and are not subject to set-off, deduction, or counterclaim.

SECTION 11 - FREE TIME

11.1 Free Time shall be allocated as specified in the applicable schedule, tariff, or Free Time Appendix to the contract of carriage. In the absence of any specific agreement, the following default Free Time allowances shall apply:

• 11.1.1 Wagons at loading point: 24 hours from the time of placement or notification of availability;
   
• 11.1.2 Wagons at unloading point: 24 hours from the time of placement or notification of arrival;
   
• 11.1.3 Containers at loading point: as specified in the applicable schedule, or 5 calendar days if not specified;
   
• 11.1.4 Containers at unloading/return point: as specified in the applicable schedule, or 5 calendar days if not specified.

11.2 Free Time shall be calculated in calendar days (including weekends and public holidays) unless otherwise specified in the applicable schedule or tariff.

11.3 Free Time commences:

• 11.3.1 For loading: from the time the Carrier places equipment at the agreed loading facility or provides written or electronic notification of availability, whichever is earlier;
   
• 11.3.2 For unloading: from the time the Carrier provides notification of arrival at the place of delivery or makes the Goods available for collection, whichever is earlier.

11.4 Free Time shall not be extended by reason of weekends, public holidays, customs clearance delays, or any other cause attributable to the Customer or outside the Carrier's control.

11.5 Once the applicable Free Time has expired, Demurrage or Detention charges (as applicable) shall commence automatically in accordance with Section 10.

11.6 The Carrier may, in its sole discretion, grant additional Free Time in specific cases, and any such grant shall not constitute a precedent or waiver of the Carrier's right to apply the standard Free Time in any other case.

SECTION 12 - WAITING TIME

12.1 Where the Carrier provides or arranges ancillary road haulage (drayage) services in connection with rail carriage, Waiting Time charges shall apply to trucks, vehicles, or other conveyances detained at loading, unloading, or delivery points beyond the applicable free waiting allowance.

12.2 The following free waiting allowances shall apply unless otherwise agreed in writing:

• 12.2.1 Europe: 2 hours free waiting per vehicle per collection or delivery;
   
• 12.2.2 Asia (including CIS states): 4 hours free waiting per vehicle per collection or delivery;
   
• 12.2.3 North America: 2 hours free waiting per vehicle per collection or delivery;
   
• 12.2.4 Latin America: 2 hours free waiting per vehicle per collection or delivery.
   
• 12.2.5 Africa: 4 hours free waiting per vehicle per collection or delivery;
   
• 12.2.6 South East Asia: 4 hours free waiting per vehicle per collection or delivery;
   
• 12.2.7 Middle East: 2 hours free waiting per vehicle per collection or delivery.

12.3 Waiting Time shall be calculated from the time the vehicle reports at the designated facility until the time loading or unloading is completed and the vehicle is released.

12.4 Upon expiry of the applicable free waiting allowance, Waiting Time charges shall accrue at the hourly rate specified in the applicable tariff or schedule. Where no rate is specified, the Carrier shall charge a reasonable rate reflecting the actual cost of detention.

12.5 In accordance with Clause 9.4, the Customer shall be liable for Waiting Time charges where the delay arises from the Customer’s actions, instructions, or operational requirements, or from circumstances beyond the Carrier’s reasonable control, but not to the extent that the delay is attributable to the act, omission, or default of the Carrier or its sub-hauler.

12.6 Waiting Time charges are payable upon demand and shall not be subject to any set-off, deduction, or counterclaim.

SECTION 13 - CLAIMS HANDLING AND NOTIFICATION PROCEDURES

Notice of Claim

13.1 The Customer shall give written notice of any claim for loss, damage, or delay to the Carrier as follows:

• 13.1.1 Apparent loss or damage: at the time of delivery, noted on the delivery receipt or consignment note;
   
• 13.1.2 Non-apparent loss or damage: within 7 calendar days of delivery;
   
• 13.1.3 Total loss: within 30 days after expiry of the applicable Transit Period (or such shorter period as may be specified by the applicable Convention);
   
• 13.1.4 Delay: within 30 days of the date on which the Goods were delivered.

13.2 Failure to give notice within the time limits specified in Clause 13.1 shall constitute prima facie evidence that the Goods were delivered in good condition and without delay, and the Customer's claim shall be deemed waived and extinguished unless the Customer proves that compliance was impossible.

Form and Content of Claims

13.3 All claims shall be submitted in writing (including by electronic mail) to the Carrier's claims department at the address specified in the contract of carriage or Consignment Note, and shall include:

• 13.3.1 The Consignment Note number and date;
   
• 13.3.2 A description of the Goods and the loss, damage, or delay claimed;
   
• 13.3.3 The amount claimed and the basis of calculation;
   
• 13.3.4 Supporting documentation, including (as applicable) commercial invoices, packing lists, inspection reports, photographs, and proof of delivery; and
   
• 13.3.5 Any other documentation reasonably required by the Carrier.

13.4 The Carrier shall acknowledge receipt of a claim within 30 days and shall use reasonable efforts to respond substantively within 90 days, provided that failure to respond within such period shall not constitute acceptance of the claim.

Time Bars and Limitation Periods

13.5 All claims and actions against the Carrier shall be time-barred as follows:

• 13.5.1 CIM corridor: 1 year from the date of delivery or, in the case of total loss, from the expiry of the Transit Period; 2 years where the loss or damage resulted from an act or omission done with intent to cause damage or recklessly and with knowledge that such damage would probably result (Articles 48 CIM);
   
• 13.5.2 SMGS corridor: 9 months for claims for loss, damage, or compensation; 2 months for claims relating to the delivery period (Article 48 SMGS);
   
• 13.5.3 North American corridor: as provided in the applicable tariff, bill of lading, or AAR rules, or in the absence thereof, within 9 months of delivery or reasonable delivery date;
   
• 13.5.4 Latin American corridor: as provided in the applicable national law;
   
• 13.5.5 Contractual time bar (non-Convention carriage): 1 year from the date of delivery or, in the case of total loss, from the date on which delivery ought to have been made.
   
• 13.5.6 African corridor: where CIM applies (North Africa), the CIM time bars in Clause 13.5.1 shall apply; otherwise, as provided in the applicable national law, or in the absence of specific national provision, 1 year from the date of delivery or the date on which delivery ought to have been made;
   
• 13.5.7 South East Asian corridor: where SMGS applies, the SMGS time bars in Clause 13.5.2 shall apply; otherwise, as provided in the applicable national law, or in the absence of specific national provision, 1 year from the date of delivery or the date on which delivery ought to have been made;
   
• 13.5.8 Middle Eastern corridor: where CIM applies, the CIM time bars in Clause 13.5.1 shall apply; where SMGS applies, the SMGS time bars in Clause 13.5.2 shall apply; otherwise, as provided in the applicable national law, or in the absence of specific national provision, 1 year from the date of delivery or the date on which delivery ought to have been made;

13.6 The commencement and suspension of limitation periods shall be governed by the applicable Convention. These Terms do not extend any limitation period beyond that provided by the applicable Convention.

13.7 No admission of liability shall be inferred from the Carrier's receipt, acknowledgment, investigation, or settlement of any claim.

13.8 The Carrier may set off any sums owed by the Customer against any claim payment due.

SECTION 14 - CARRIER'S EQUIPMENT

14.1 Where the Carrier provides wagons, containers, chassis, or other equipment ("Carrier's Equipment") for use in connection with the carriage, such equipment remains the property of the Carrier at all times and is provided to the Customer on a bailment basis only.

14.2 The Customer shall:

• 14.2.1 Use Carrier's Equipment solely for the purposes of loading, carriage, and unloading of the Goods in accordance with the contract of carriage;
   
• 14.2.2 Not modify, alter, sub-lease, or part with possession of Carrier's Equipment without the Carrier's prior written consent;
   
• 14.2.3 Not overload Carrier's Equipment beyond its rated capacity or use it in a manner inconsistent with its design or specifications;
   
• 14.2.4 Ensure that Carrier's Equipment is not used for the storage or carriage of Dangerous Goods except in strict compliance with Section 15;
   
• 14.2.5 Return Carrier's Equipment in clean condition, free from debris, residue, and contamination, within the applicable Free Time; and
   
• 14.2.6 Promptly notify the Carrier of any damage to or malfunction of Carrier's Equipment.

14.3 The Customer shall be liable for all loss of or damage to Carrier's Equipment from the time it is made available to the Customer until the time it is returned to the Carrier or the Carrier's designated return point, regardless of the cause of such loss or damage (including theft, vandalism, fire, or act of God), except to the extent caused solely by a pre-existing defect not discoverable upon reasonable external inspection.

14.4 The Customer shall indemnify the Carrier for the full replacement value of any Carrier's Equipment that is lost, destroyed, or damaged beyond economical repair, plus all costs of recovery, repair, cleaning, and decontamination.

14.5 The Carrier shall have a lien over the Goods, documents, and any funds held on behalf of the Customer for all sums due and owing in respect of the carriage, including freight, surcharges, Demurrage, Detention, storage, customs duties, taxes, and any amounts due under these Terms. The Carrier may exercise such lien by retaining possession of the Goods and, after 30 days' notice, selling the Goods and applying the proceeds (net of costs of sale) in or towards satisfaction of the amounts owed.

14.6 The Carrier provides Carrier's Equipment on an "as is, where is" basis and makes no representation or warranty as to its condition, fitness, or suitability for any particular cargo or use. The Customer shall inspect Carrier's Equipment upon receipt and shall be deemed to have accepted it as suitable unless written objection is made prior to loading.

SECTION 15 - DANGEROUS GOODS

15.1 The Customer shall not tender Dangerous Goods for carriage unless:

• 15.1.1 The Goods are permitted for carriage by rail under all applicable regulations in each jurisdiction through which they will be carried (including, without limitation, RID for COTIF states, the SMGS Annex 2 for SMGS states, 49 CFR Parts 100-185 for the United States, the Transportation of Dangerous Goods Act for Canada, the national dangerous goods regulations of any African, South East Asian, or Middle Eastern state through which the Goods are to be carried, and any other applicable national legislation);
   
• 15.1.2 The Customer has given full and accurate written notice to the Carrier, prior to tendering, of the nature, class, UN number, packing group, and all other prescribed particulars of the Dangerous Goods;
   
• 15.1.3 The Goods are classified, packaged, marked, labelled, placarded, and documented in strict compliance with all applicable regulations; and
   
• 15.1.4 The Carrier has provided its prior written consent to the acceptance of the Dangerous Goods for carriage.

15.2 The Carrier reserves the right, in its absolute discretion, to:

• 15.2.1 Refuse to accept any Dangerous Goods for carriage;
   
• 15.2.2 Inspect, open, and sample any consignment suspected of containing undeclared or mis-declared Dangerous Goods;
   
• 15.2.3 Remove, render harmless, destroy, or otherwise dispose of any Dangerous Goods that in the Carrier's opinion constitute a hazard to persons, property, other goods, or the environment, without notice and without liability to the Customer; and
   
• 15.2.4 Require the Customer to remove Dangerous Goods from Carrier's facilities at the Customer's expense.

15.3 Where Dangerous Goods are tendered without proper declaration or in violation of this Section 15, the Customer shall be liable for and shall indemnify the Carrier against all loss, damage, costs, expenses, fines, penalties, and liabilities (including environmental remediation costs and third-party claims) arising therefrom, without any limitation.

15.4 The Carrier's acceptance of Dangerous Goods for carriage shall not relieve the Customer of any obligation or liability under this Section 15 or under applicable law.

15.5 The Customer shall ensure that all personnel involved in the tendering, loading, and handling of Dangerous Goods are properly trained and certified in accordance with applicable regulations.

15.6 In the event of any incident involving Dangerous Goods during carriage, the Customer shall, at its own expense, provide all assistance, information, and resources required by the Carrier or any governmental authority in connection with the emergency response and cleanup.

SECTION 16 - NATIONAL LAW OVERRIDE

16.1 Notwithstanding any other provision of these Terms, the parties acknowledge that certain states have declared reservations, non-application, or precedence of national or supranational law over international conventions governing rail freight. Where the carriage involves any such state, the relevant mandatory national or supranational law shall prevail over the provisions of the applicable Convention and these Terms to the extent of any inconsistency.

16.2 Where the Carrier determines that the national law of a state through which the Goods are carried imposes mandatory requirements that differ from the provisions of the applicable Convention or these Terms, the Carrier shall comply with such national law and shall not be liable for any consequences resulting from such compliance.

16.3 The Customer acknowledges that national law overrides may affect the Carrier's liability, the applicable limitation periods, the available defenses, and the forum for dispute resolution, and agrees that the Carrier shall not be liable for any increased cost, delay, or other consequence resulting from the application of mandatory national law.

16.4 The Carrier shall use reasonable efforts to inform the Customer of any known national law overrides that materially affect the terms of carriage, but the failure to provide such notice shall not give rise to any claim or liability on the part of the Carrier.

16.5 Where any Compulsory Legislation applies to any element of the carriage, these Terms shall be read as being subject to that Compulsory Legislation and nothing in these Terms shall be construed as a surrender by the Carrier of any of its rights, immunities, or defenses, or as an increase of any of its responsibilities or liabilities, under such Compulsory Legislation.

16.6 Where any provision of these Terms is inconsistent with applicable Compulsory Legislation, these Terms shall only be overridden to the extent that the Compulsory Legislation directly overrides these Terms, and no further.

SECTION 17 - ARBITRATION

17.1 Subject to Clause 17.6, any dispute, controversy, or claim arising out of or in connection with these Terms or any contract of carriage governed by these Terms, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration.

17.2 The arbitration shall be administered by the London Court of International Arbitration ("LCIA") in accordance with the LCIA Arbitration Rules in force at the time of the commencement of the arbitration, which rules are deemed to be incorporated by reference into this clause.

17.3 The seat of arbitration shall be London, England.

17.4 The tribunal shall consist of:

• 17.4.1 One (1) arbitrator for disputes where the amount in controversy does not exceed USD 1,000,000; or
   
• 17.4.2 Three (3) arbitrators for disputes where the amount in controversy exceeds USD 1,000,000.

17.5 The language of the arbitration shall be English.

17.6 Notwithstanding the foregoing:

• 17.6.1 Where the applicable Convention mandates a specific forum or jurisdiction for the resolution of disputes (including, without limitation, Article 46 CIM and Article 47(4) SMGS), such mandatory jurisdictional provision shall prevail over this arbitration clause to the extent required by the Convention;
   
• 17.6.2 Where the Carmack Amendment applies, claims may be brought before the Surface Transportation Board or a court of competent jurisdiction in the United States as provided by 49 U.S.C. §14706;
   
• 17.6.3 Nothing in this clause shall prevent either party from seeking interim or conservatory measures from any court of competent jurisdiction, and any such application shall not be deemed incompatible with, or a waiver of, this arbitration agreement.

17.7 The arbitral award shall be final and binding on the parties and may be enforced in any court of competent jurisdiction pursuant to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958.

17.8 The costs of arbitration (including the arbitrators' fees, administrative costs, and each party's reasonable legal costs) shall be borne by the unsuccessful party unless the tribunal determines otherwise.

17.9 All proceedings, submissions, and awards shall be confidential unless disclosure is required by law or for the purpose of enforcement.

SECTION 18 - CHOICE OF LAW AND JURISDICTION

18.1 These Terms and any contract of carriage governed by these Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles, save to the extent that a mandatory Convention or mandatory national law applies pursuant to Sections 2 and 16.

18.2 Where the applicable Convention contains choice-of-law or jurisdictional provisions, such provisions shall apply to the extent mandatory, and this Section 18 shall be read subject thereto.

18.3 For the avoidance of doubt:

• 18.3.1 CIM corridor disputes: the courts of the COTIF Member State in which the defendant has its domicile or habitual residence, or the courts of the state where the goods were taken over or delivered, shall have jurisdiction pursuant to Article 46 CIM, subject to the arbitration agreement in Section 17;
   
• 18.3.2 SMGS corridor disputes: actions shall be brought at the respondent's location pursuant to Article 47(4) SMGS, subject to the arbitration agreement in Section 17;
   
• 18.3.3 North American corridor disputes: the federal and state courts of the United States with jurisdiction under the Carmack Amendment (49 U.S.C. §14706) or, for disputes not subject to the Carmack Amendment, the courts agreed in the bill of lading or contract;
   
• 18.3.4 Latin American corridor disputes: the courts of the state designated by the applicable national law, or the courts of the state of destination in the absence of specific provision.
   
• 18.3.5 African corridor disputes: where CIM applies (North Africa), the courts specified in Article 46 CIM shall have jurisdiction; otherwise, the courts of the state designated by the applicable national law, or the courts of the state of destination in the absence of specific provision;
   
• 18.3.6 South East Asian corridor disputes: where SMGS applies, the courts specified in Article 47(4) SMGS shall have jurisdiction; otherwise, the courts of the state designated by the applicable national law, or the courts of the state of destination in the absence of specific provision;
   
• 18.3.7 Middle Eastern corridor disputes: where CIM applies, the courts specified in Article 46 CIM shall have jurisdiction; where SMGS applies, the courts specified in Article 47(4) SMGS shall have jurisdiction; for GCC and other non-Convention disputes, the courts of the state designated by the applicable national law, or the courts of the state of destination in the absence of specific provision.

18.4 To the extent not inconsistent with any applicable mandatory Convention, the parties submit to the exclusive jurisdiction of the courts of England and Wales for any proceedings not referred to arbitration or not subject to a mandatory jurisdictional provision.

18.5 The Customer irrevocably waives any objection to the jurisdiction of the courts or arbitral tribunal designated in this Section 18 and Section 17 on the grounds of inconvenient forum or otherwise.

18.6 The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply to any contract of carriage governed by these Terms.

SECTION 19 - OTHER CARRIER RISKS AND EXPOSURES

Surcharges

19.1 Rates and charges applicable under any contract of carriage may be subject to surcharges resulting from energy price fluctuations, labor issues or disputes, congestion, emergency risks, government or supranational mandates, capacity or equipment issues, emissions regulations, or any other cause outside the Carrier's reasonable control which causes increased expenditure. Such surcharges may be imposed by the Carrier upon reasonable notice and shall be payable by the Customer in addition to the agreed rates. Surcharges shall be subject to the prohibition on double recovery in Clause 9.6.

Emissions Regulation

19.2 During the term of any contract of carriage, the Carrier may become subject to regulatory or industry-wide requirements relating to emissions, fuel content, carbon pricing, or decarbonization (each an 'Emissions Regulation'). If the Carrier becomes subject to any Emissions Regulation, whether in force as of the date of the contract of carriage or subsequently enacted, the Customer shall pay to the Carrier an amount assessed by the Carrier as being its reasonable business cost of complying with such Emissions Regulation in performing the carriage.

Force Majeure

19.3 The Carrier shall not be liable for any failure to perform or delay in performing any of its obligations under these Terms or any contract of carriage to the extent such failure or delay is caused by a Force Majeure Event.

19.4 A "Force Majeure Event" means any event or circumstance beyond the reasonable control of the Carrier, including without limitation: natural disasters (including earthquake, flood, volcanic eruption, tsunami, wildfire); severe adverse weather; war, armed conflict, invasion, or military action; terrorism, sabotage, or piracy; civil unrest, riot, or insurrection; strikes, lockouts, or labor disputes (whether or not involving the Carrier's employees); epidemics, pandemics, or quarantine restrictions; embargoes, sanctions, or trade restrictions; acts or orders of any governmental authority; seizure or confiscation; blockade of ports, terminals, or rail infrastructure; failure or disruption of energy supply; cyberattack or failure of telecommunications or information technology systems; and failure or delay of subcontractors or connecting carriers due to any of the foregoing causes.

19.5 Upon the occurrence of a Force Majeure Event, the Carrier shall use reasonable efforts to mitigate its effects, but shall have no obligation to incur extraordinary costs or to use alternative routing, modes, or carriers unless agreed with the Customer at the Customer's expense.

Subcontracting and Himalaya Clause

19.6 The Carrier may subcontract the whole or any part of the carriage and related services to any subcontractor, including other railway undertakings, without notice to or consent from the Customer.

19.7 Every exclusion, limitation, defense, immunity, and benefit to which the Carrier is entitled under these Terms (including, without limitation, the limitations of liability in Section 5 and the exclusions in Section 8) shall also be available to and extend to protect every servant, agent, employee, and subcontractor of the Carrier, and for this purpose the Carrier acts as agent and trustee on behalf of such persons ("Himalaya Clause").

19.8 The aggregate of any amounts recoverable from the Carrier and its servants, agents, employees, and subcontractors shall not exceed the limits set out in Section 5.

Set-Off and Lien

19.9 The Carrier shall be entitled to set off any amounts owed by the Customer to the Carrier (whether under these Terms or otherwise) against any amounts payable by the Carrier to the Customer, including claim payments.

19.10 The Carrier shall have a general and particular lien over all Goods, containers, documents, and funds in its possession or control belonging to or consigned by the Customer, as security for all sums due and owing from the Customer to the Carrier, whether or not relating to the particular consignment.

19.11 If any amounts remain unpaid for 30 days after written demand, the Carrier may, upon 14 days' further written notice, sell the Goods (or so much thereof as is necessary) by public or private sale and apply the net proceeds toward the amounts owed, accounting to the Customer for any surplus.

Sanctions and Trade Compliance

19.12 The Customer warrants that neither it nor the Goods are subject to any applicable sanctions, embargoes, or trade restrictions imposed by the United Nations, the European Union, the United States (including OFAC), the United Kingdom, or any other relevant authority.

19.13 The Carrier shall be entitled to refuse carriage, stop in transit, or decline delivery without liability if it reasonably determines that performance would violate any applicable sanctions law or trade restriction.

Data Protection and Confidentiality

19.14 Each party shall comply with all applicable data protection laws in respect of any personal data processed in connection with the contract of carriage.

19.15 The terms of the contract of carriage (including rates and charges) shall be treated as confidential by both parties and shall not be disclosed to third parties except as required by law, regulation, or court order.

No Third-Party Rights

19.16 These Terms are intended solely for the benefit of the Carrier and the Customer, and nothing in these Terms 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.

Joint and Several Liability

19.17 Where the Customer comprises more than one person, or where the Customer's affiliates are named in the contract of carriage, all such persons shall be jointly and severally liable for the Customer's obligations under these Terms and any obligations or liabilities arising from services provided hereunder.

No Oral Variation

19.18 These Terms may not be modified except by written amendment signed or otherwise formally agreed by both parties. No oral agreement, representation, or course of dealing shall be effective to amend, supplement, or waive any provision of these Terms.

Information Disclaimer

19.19 Any information, in whatever form or manner it may be given, is provided by the Carrier: (a) in good faith, but is not held out to be, nor to be taken as, guaranteed, complete, accurate, or timely, and no warranty, representation, or undertaking whatsoever is given in respect of any such information; and (b) for the Customer only. The Customer shall defend, indemnify, and hold the Carrier harmless for any loss arising out of any other person relying on such information.

Information Systems and Electronic Data Interchange

19.20 Unless otherwise expressly agreed in writing, the Carrier shall not be liable for any loss arising out of or in connection with: (a) entering or sending incorrect information (or failing to enter or send information) to the Customer's or any third party's information systems; (b) damaging, corrupting, losing, or disclosing the Customer's or any third party's information or information systems; or (c) using any information system that is defective or malfunctioning. Except as set out in these Terms, the Carrier shall have no liability whatsoever in respect of any information system or information howsoever arising. All conditions, warranties, or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.

Receipt and Payment Effectiveness

19.21 Payment of any charges shall not be effective until the amount of the payment is unconditionally and irrevocably transferred to the Carrier and at its effective disposal in cleared funds.

Change in Taxation, Laws, and Regulatory Requirements

19.22 Subject to Clause 9.6, the Carrier may at any time adjust the charges payable under these Terms or the contract of carriage to reflect any change in the cost of providing services resulting from any change in the manner or rate of taxation, law, or regulatory requirement.

Disputed Invoices

19.23 If the Customer believes there is any discrepancy in any invoice raised by the Carrier, the Customer must raise this discrepancy in writing within thirty (30) calendar days from the date of the disputed invoice. An invoice shall be deemed valid, undisputed, and correct unless the Customer raises a dispute within such thirty-day period. Any undisputed portion of an invoice must be settled in accordance with the contract of carriage. A disputed portion is exempt from payment terms until the dispute is resolved, at which point payment must be made by reference to the original due date.

Outstanding Invoices

19.24 If the Customer does not settle outstanding amounts by the due date, the Carrier reserves the right to take any or all of the following actions: (a) withhold Goods until all overdue charges, including collection and reminder fees, are settled; (b) suspend or terminate any credit granted to the Customer; (c) exercise any applicable right of lien over any Goods; (d) stop providing or arranging services; (e) apply interest on overdue amounts at the annual rate of 3% above the applicable central bank lending rate; and (f) commence collection proceedings, in which case all related costs, expenses, and fees shall be payable by the Customer.

Tax

19.25 Charges payable under these Terms exclude VAT and all other taxes. Where any withholding or deduction is required by law, the Customer shall pay such additional amounts as will ensure that the Carrier receives the same net amount it would have received absent such withholding. Each party shall pay all taxes properly assessed on it by competent authorities and shall indemnify the other party against all liabilities resulting from failure to pay such taxes.

Termination

19.26 Any contract of carriage governed by these Terms may be terminated: (a) by mutual written consent; (b) immediately by either party if the other becomes insolvent, enters into liquidation, or has a receiver appointed; (c) immediately by either party if performance would breach applicable sanctions laws; (d) immediately by the Carrier if the Customer commits a material breach of these Terms; (e) by either party for breach of confidentiality obligations; or (f) by the Carrier in respect of the affected carriage or services in accordance with Clause 9.2. Termination shall be without prejudice to accrued rights and liabilities and to the survival of any provision intended to survive termination.

Severability

19.27 If any provision of these Terms is held to be invalid, illegal, or unenforceable by any court or tribunal of competent jurisdiction, such provision shall be severed from these Terms and the remaining provisions shall continue in full force and effect.

19.28 Where a provision is severed, the parties shall negotiate in good faith to replace it with a valid provision that achieves, to the greatest extent possible, the commercial intent of the severed provision.

Entire Agreement and Waiver

19.29 These Terms, together with any individually negotiated written agreement, the Consignment Note, and any applicable tariff, constitute the entire agreement between the Carrier and the Customer in respect of the carriage, and supersede all prior negotiations, representations, and agreements (whether written or oral) on the same subject matter.

19.30 No waiver of any provision of these Terms shall be effective unless made in writing and signed by the Carrier. No failure or delay by the Carrier in exercising any right or remedy shall constitute a waiver thereof, and no single or partial exercise of any right or remedy shall prevent any further exercise thereof or the exercise of any other right or remedy.

Assignment

19.31 The Customer shall not assign or transfer any of its rights or obligations under these Terms without the prior written consent of the Carrier.

19.32 The Carrier may assign or transfer any of its rights or obligations under these Terms to any affiliate or successor without the Customer's consent, provided that such assignment does not materially diminish the Customer's rights under any applicable mandatory Convention.

Notices

19.33 All notices under these Terms shall be in writing and shall be deemed duly given when delivered personally, sent by registered mail, or sent by electronic mail to the address specified in the contract of carriage or Consignment Note (or such other address as a party may notify in writing from time to time).

SECTION 20 – BOOKING AND OPERATIONAL PROVISIONS

Booking Obligations

20.1 The Carrier shall accept bookings for the carriage of Goods subject to availability of capacity and equipment. Bookings may be placed through such channels as the Carrier makes available from time to time, including online platforms, electronic data interchange (EDI), application programming interfaces (API), or through the Carrier’s customer service department.

20.2 The Carrier shall confirm or decline a booking within a reasonable timeframe. A Booking Confirmation issued by the Carrier shall constitute acceptance of the booking and shall specify the material particulars of the carriage, including (where applicable) the origin, destination, equipment type, and estimated date of shipment. The Booking Confirmation, together with these Terms, shall evidence the contract of carriage unless and until a Consignment Note is issued pursuant to the applicable Convention.

20.3 The contract of carriage shall be deemed concluded: (a) where CIM applies, upon acceptance of the Goods together with the Consignment Note by the Carrier, in accordance with Article 6 CIM; (b) where SMGS applies, upon acceptance of the Goods for carriage and conclusion of the contract in accordance with Article 14 SMGS; (c) where neither CIM nor SMGS applies mandatorily, upon the Carrier’s issue of a Booking Confirmation or acceptance of the Goods, whichever is earlier.

Booking Amendments

20.4 If the Customer requests an amendment to a confirmed booking, the Carrier shall use reasonable endeavors, but shall have no obligation, to accommodate such request. Any agreement to accommodate an amendment shall be at the Carrier’s sole discretion and subject to capacity and equipment availability. The Carrier may charge reasonable amendment fees.

Cut-Off Times

20.5 The Customer shall tender the Goods for carriage by the applicable cut-off time notified by the Carrier. Goods tendered after the cut-off time may be refused by the Carrier or carried on a subsequent service at the Carrier’s discretion. Late tendering shall not give rise to any claim against the Carrier for delay.

Service Scope and Delivery

20.6 The scope of services under any contract of carriage shall be as specified in the Booking Confirmation and any applicable service agreement between the parties. The Carrier may provide: (a) terminal-to-terminal (container yard to container yard) services; (b) door-to-terminal or terminal-to-door services incorporating ancillary road haulage arranged by the Carrier; or (c) door-to-door services, in each case as confirmed in writing.

20.7 Where the Carrier arranges ancillary collection or delivery services, such services are provided as agent or principal (as determined by the Carrier) and are subject at all times to these Terms. The Carrier does not guarantee that Goods shall depart, arrive, or be available on particular dates, and estimated transit times are indicative only and do not form part of the contract of carriage.

Documentation

20.8 The Carrier shall issue or procure the issue of such transport documentation as is required by the applicable Convention and the contract of carriage, which may include: (a) a CIM Consignment Note (where CIM applies); (b) an SMGS Consignment Note (where SMGS applies); (c) a CIM/SMGS Consignment Note (for through Euro-Asian traffic); (d) a rail consignment note, freight cargo receipt, or equivalent document (for non-Convention corridors); or (e) such other documentation as the parties may agree. The Carrier may issue documentation in electronic form to the extent permitted by the applicable Convention, including pursuant to Article 6(9) CIM.

20.9 The Customer shall provide all information necessary for the preparation of transport documentation in a timely manner. The Customer shall be liable for all consequences of any delay, inaccuracy, or incompleteness in the information furnished.

Invoicing and Payment

20.10 The Carrier shall issue invoices for all charges due under the contract of carriage. Invoices may be issued in electronic form. Unless otherwise agreed in writing, invoices shall be payable within thirty (30) days of the date of invoice.

20.11 All charges are payable in the currency stated in the invoice. Where the Carrier has converted charges from another currency, the Carrier shall apply the prevailing market exchange rate at the date of the relevant service. The Customer waives any right to contest the exchange rate applied by the Carrier, provided that such rate does not deviate unreasonably from publicly available benchmark rates.

Rates and Tariffs

20.12 The rates applicable to the carriage shall be as set out in any individually negotiated rate agreement, or in the absence thereof, as set out in the Carrier’s applicable tariff in effect at the time of booking. The Carrier’s tariff, as published or made available by the Carrier from time to time, is incorporated by reference into these Terms. Rates are subject to renegotiation in accordance with Section 9 and to surcharges and adjustments under Clauses 19.1, 19.2, and 19.22.

20.13 Any rate set out under a rate agreement between the Carrier and the Customer is intended only for the benefit of the Customer and any named affiliates. The Customer shall not extend, assign, or otherwise make available such rates to any third party (including the Customer’s suppliers or sub-customers) without the Carrier’s prior written consent. Any unauthorized extension of rates shall constitute a material breach of these Terms.

Tendering as Acceptance

20.14 If the Carrier offers the Customer a new or revised rate for any origin-destination pair, the Customer shall be deemed to have accepted such offer by: (a) providing written acceptance; or (b) tendering any Goods to the Carrier for carriage on that origin-destination pair after the date of the offer. The deemed acceptance under this Clause shall not apply where the Customer has expressly rejected the offer in writing prior to tendering.

Visibility and Reporting

20.15 The Carrier shall provide the Customer with standard shipment tracking and visibility information through such means as the Carrier makes available. Enhanced visibility, control tower services, or customized reporting may be provided subject to a separate written agreement and additional charges.

Currency Conversion

20.16 Where the invoiced amount has been converted from another currency: (a) the Carrier shall apply the prevailing conversion rate at the date of the relevant service or such other date as agreed between the parties; and (b) the Carrier may apply a reasonable conversion adjustment to account for exchange rate risk, provided that such adjustment does not exceed 3% of the converted sum unless otherwise agreed in writing.

Remittance

20.17 Where payment is made by bank transfer, the Customer shall forward a remittance advice identifying the invoices to which each payment relates. In the absence of such advice, payments shall be applied by the Carrier to the oldest outstanding invoices.

Execution and Counterparts

20.18 Any contract of carriage or rate agreement governed by these Terms may be executed in counterparts (including by electronic signature or digital authentication), each of which shall constitute an original and all of which together shall constitute a single agreement.

 

Effective Date: 1. October 2026

Version: 1.1