Terms and Conditions for Intermodal Multi Carrier Haulage

1. Application and Definitions 

1.1 These services terms (“Terms”) apply to any Services performed by Maersk (“Company”), as requested by Customer or as otherwise set out in an agreement incorporating these Terms (an “Agreement / Service Agreement”).

1.2 The Company reserves the right, at its sole discretion, to amend, modify, or update these Terms at any time and without prior notice. Any such amendments, modifications, or updates shall become effective immediately upon being published or otherwise made available by the Company through its usual communication channels, including but not limited to publication on https://terms.maersk.com or direct communication to the Customer. 

1.3 If the Company and the Customer have agreed to any other service specific terms, these Terms shall continue to apply, but such service specific terms shall be paramount and prevail in so far as its terms are inconsistent with these Terms.

1.4 By: 

  • (a) entering into an Agreement; or 
     
  • (b) selecting or in any manner requesting the Services, including requests via a Company online booking system, a third-party platform approved by Company or an agent (each an “Individual Booking”); 
     
  • and, the Customer warrants that they have read, understood and agreed to these Terms and acknowledges, confirms and agrees to be bound by these Terms.

1.5 In these Terms:

"Applicable Law" means any and all applicable laws and regulations applicable to the provision of the Services and/or any obligation or activity which is the subject matter of this Service Agreement;

"Authority" means any duly constituted legal or administrative person, which exercises jurisdiction or has authority within any nation, state, municipality, port or airport;

“Barge” means a shoal-draft flat-bottomed boat or vessel, built for river and canal transport of goods.

“‘Carrier” means Maersk or any other ocean carrier (including rail, Barge or trucking operators) acting under Maersk’s instruction.

"Charges" means all freight, costs, fees, expenses, commissions, duties, penalties, taxes, surcharges and/or charges payable to Maersk in respect of the Services and in accordance with the applicable tariff (if any) and/or this Agreement.

“CIM Rules” means the Uniform Rules Concerning the Contract of International Carriage of Goods by Rail (CIM), contained in Appendix B to the Convention concerning International Carriage by Rail (COTIF), including any protocols, amendments, or successor instruments thereto, as in force from time to time, which regulate the contractual framework, rights, obligations, and liability regime applicable to the international carriage of goods by rail.

“CMR Convention” means the Convention on the Contract for the International Carriage of Goods by Road (CMR), done at Geneva on 19 May 1956, including all protocols, amendments, and successors thereto, as in force from time to time, which regulates the contractual, liability, and claims framework for the international carriage of goods by road between contracting states.

"Commencement Date" means the date the Services commenced.

"Compulsory Legislation" means any Applicable Law which applies compulsorily to any element of the Services and cannot be waived or modified.

"Consignment" means the Goods entrusted for carriage under a single transport instruction.

“Company / Maersk” means the Maersk entity, which is named in, the Agreement as the provider of the Services.

“Customer” means any Person for whom the Company agrees to provide or arrange a Service, and includes the shipper, holder, consignee, receiver of the Goods, any Person owning or entitled to the possession of the Goods and anyone acting on behalf of or as principals of such Person.

“Digital Platform” means any digital or online tool, system, or API interface through which the Customer books or tracks Services.

“EDI Message” means the use of electronic data interchange (“EDI”) for the electronic transmission and receipt of Transport Documents. 

“Force Majeure” means any event beyond a Party’s reasonable control, including acts of God, war, terrorism, cyber incidents, industrial action, pandemics, government actions, sanctions or embargoes, trade disruptions, port or logistics disruption, and severe weather. This includes any similar event or circumstance preventing performance.

“Goods” means the whole or any part of the cargo and any packaging accepted from the Customer, including Dangerous Goods and any Transport Unit not supplied by or on behalf of the Company, in respect of which the Company provides Services.

“GST” means Goods and Service Tax.

“Intermodal Multi Carrier Haulage” means the carriage of containerized Goods limited to inland haulage only, using more than one inland mode of transport, including road, Rail Services and/or Barge, managed or coordinated by Maersk and performed by one or more participating contractual inland carriers, independently of any ocean carrier and capable of being provided as a standalone service; any carriage by sea or air, including main carriage, is expressly excluded and shall be governed by the applicable transport document. “Liabilities” means any costs (including legal costs), expenses, claims, damages, losses, liabilities, orders, awards, fines, penalties, proceedings and judgments suffered, made or incurred in connection with the Services.

“Maersk Group” means A.P. Møller-Mærsk A/S and any of its direct or indirect subsidiaries, affiliates, associates, or agents.

“Maersk Standard Trading Conditions" means Maersk’s standard trading conditions available on Maersk's website (https://terms.maersk.com/STC).

"Prohibited Goods" means any good, equipment or technology which, at the relevant time, may not lawfully be handled and/or stored by reason of any Sanctions or which is subject to any restriction (including the requirement for an export or import licence or other consent or permission) by reason of any Sanctions or other Applicable Laws.

“Rail” means the transport of Goods by means of wheeled vehicles specially designed to run along railways or railroads. The Maersk Rail Service explicitly exclude the transport of passengers.

"Sanctions" means any sanction, prohibition, restriction or penalty (or any risk of any sanction, prohibition, restriction or penalty) whatsoever imposed by any state, country, international governmental organisation or other relevant authority including but not limited to the United Nations, European Union, United Kingdom or United States of America.

"SDR" means Special Drawing Right, as defined by the International Monetary Fund and the value of a SDR in relation to any claim arising hereunder shall be calculated as at the date when settlement is agreed or the date of any judgment.

"Services" means the Intermodal Multi Carrier Haulage services to be provided by Maersk to the Customer.

"Subcontractor" means an individual or company with whom Maersk has a contract who undertakes some or all of the Services in the Service Agreement on behalf of the Maersk.

“Transport Document” includes any CMR note, rail consignment note, barge waybill, or multimodal combined transport document or bill of lading issued by Maersk, its subcontractors, or any other Carrier engaged by Maersk.

"Transport Unit" means any container, trailer, tanker or any other device used for whatsoever the carriage of Goods by land.

"VAT" means Value Added Tax.

“Waiting Time” means time beyond Free Time chargeable at the rates as agreed in writing between the parties.

2. Scope of Services 

2.1 Company shall perform the Services with a reasonable degree of care, skill and judgment in line with good industry practice being the standard of care, skill, diligence and foresight which would reasonably and ordinarily be expected of a skilled and experienced international freight and logistics provider engaged in the same or similar type of undertaking under the same or similar circumstances and in compliance with all Applicable Laws. All Services provided by the Company are subject to these Terms. 

2.2 Each request for Services shall:

  • (a) be made in writing by the Customer or any member of the Customer's Group to Maersk including through any agreed electronic or online ordering channel (such as Maersk’s digital platforms, portals, EDI/API integrations), subject always to written acceptance by Maersk or any Maersk Group entity; and
     
  • (b) specify the Services the Customer requires in sufficient operational detail (commodity, weights, dimensions, special requirements, timelines).

2.3 If the Customer cancels any order or instruction after the applicable cancellation deadline, Maersk may charge a cancellation fee, including any third-party costs incurred, without prejudice to its other rights under this Agreement.

2.4 For Intermodal Multi-Carrier Haulage movements, cancellation charges may also include rail slot fees, Barge reservation penalties, depot-handling charges, and any third-party costs incurred by Maersk.

2.5 A binding contract for the Services shall be concluded when Maersk issues  written acceptance, EDI confirmation, or Digital Platform confirmation of the customer’s service request. Such acceptance shall confirm the essential details of the booking, including the Services accepted, reference number, scheduled date(s), and any applicable charges or conditions. For digital bookings, acceptance is deemed upon system confirmation displayed to the Customer.

2.6 Any acceptance through Maersk’s Digital Platforms, EDI, electronic signatures or API confirmations shall have the same legal effect as a written signature.

2.7 The Services may include, without limitation, pre-carriage, on-carriage or intermediate transport by road, rail or inland waterway; associated terminal handling, trans-loading, storage, customs support, documentation and equipment positioning; and any ancillary activity reasonably required for execution of Intermodal Multi Carrier Haulage. Maersk may perform the Intermodal Multi Carrier Haulage Services itself or other Carriers (including rail, Barge or trucking operators) acting under its instruction. Maersk shall remain responsible to the Customer for the due performance of such subcontracted Intermodal Services only to the extent the Subcontractors are engaged by Maersk, subject to the limitations stated herein. The scope of Intermodal Multi Carrier Haulage expressly includes all transport modes and legs performed by or on behalf of Maersk, including road, rail, Barge, inland waterway, feeder, RCO, BCO, and any other Carriers engaged as part of Intermodal Multi Carrier Haulage.

2.8 Maersk shall perform or procure the performance of the Services as an independent contractor and as a principal carrier and not as an agent of the Customer.  Where Maersk acts as a principal carrier, it shall be responsible for the Intermodal Multi Carrier Haulage Services in accordance with these terms and conditions, subject always to the limitations of liability and defenses available to Maersk under Clause 9 and any applicable convention or compulsory law. The Intermodal Multi Carrier Haulage Services may be rendered containerized or non-containerized, either as a standalone, multimodal movement or cross border intermodal services, as applicable and shall include any variations or modes of intermodal transportation that may exist in different regions globally.

2.9 Where the Services involve sealed transport units, including but not limited to containers, swap bodies, or trailers, which are received by Maersk or any other Carrier engaged by Maersk in a sealed condition, Maersk shall not be responsible for, and shall have no liability in respect of, the contents, completeness, quantity, condition, packing, or loading of the Goods contained therein. Maersk’s responsibility in such cases shall be limited solely to the custody and handling of the sealed transport unit as received and delivered.

2.10 Maersk’s responsibility and liability for the Intermodal Multi-Carrier Haulage Services shall commence when the Goods or sealed transport unit are taken into the custody of Maersk or any other Carrier engaged by Maersk i.e. when the Transport Unit is loaded, secured and sealed or when the Transport Unit is loaded and secured on or hooked to the conveyance for the immediate commencement of transit for the purpose of performing the Services, and shall end when the Transport Unit is delivered out of the custody of Maersk or any other Carrier engaged by Maersk at the agreed place of delivery for the relevant inland leg, as evidenced by the applicable Transport Document or handover record when the Transport Unit unloaded, unsecured, unsealed or the Transport Unit is first moved for unloading or unhooked from the conveyance. Maersk shall not be responsible for the loading or unloading of the Goods unless specifically agreed with the Customer. If the loading and unloading is agreed with the Customer, the period of custody of Maersk shall then commence when the Goods are first moved for the purpose of immediate loading into the Transport Unit or loaded secured and sealed Transport Unit is loaded onto or hooked to the conveyance and shall end when the Goods or Transport Unit is unloaded or unhooked and safely placed to the disposal of the Customer at the agreed place of delivery. 

2.11 Notwithstanding the foregoing, where the Goods are carried in a sealed transport unit, Maersk shall have no obligation, responsibility or liability whatsoever in respect of the quantity, condition, quality or state of the Goods contained therein. Maersk shall have no responsibility or liability for the Goods or sealed transport unit prior to such receipt or after such delivery, nor for any carriage by sea or air, including any main carriage, which shall be governed exclusively by the applicable bill of lading, sea waybill, air waybill or other transport document.

2.12 Where Maersk prepares or issues transport documents, it shall not be required to open sealed transport units or to verify, inspect, or confirm the contents thereof, and Maersk acknowledges receipt of sealed transport units solely in their sealed condition with no visibility of, or responsibility for, the contents. Any description of the contents shall be based exclusively on customer-provided transportation documents and declarations and shall not constitute a representation or confirmation by Maersk. If delivery cannot be affected due to circumstances attributable to the Customer, Maersk may store the Goods at the Customer’s risk and expense until delivery instructions are received. If no instructions are provided within 72 hours of availability for delivery, all resulting storage, detention, demurrage or standstill costs shall be for the Customer’s account.

2.13 Agent Capacity (Exception)

Where Maersk expressly agrees in writing to act solely as the Customer’s agent in arranging any Intermodal Multi-Carrier Haulage Service, Maersk’s responsibility shall be limited to the exercise of reasonable care in selecting and coordinating the relevant third-party Carrier. In such case, the contract of carriage shall be directly between the Customer and the third-party carrier, and Maersk shall not be deemed a Carrier or assume any liability for the carriage, including any loss, damage or delay arising therefrom.

2.14 Quotations and Rates Not Binding.  Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by Maersk to the Customer are for informational purposes only and are subject to change without notice and shall not under any circumstances be binding unless Maersk in writing specifically undertakes the handling or transportation of the shipment at a specific rate. 

2.15 In case of conflicting terms between governing law and regulation, this Agreement, Customer’s purchase order or work order etc. terms will prevail in the following order:

  • (a) National and international mandatory law and regulation;
     
  • (b) this Service Agreement;
     
  • (c) Maersk Bill of Lading or other issued transport documents (if applicable); 
     
  • (d) Maersk Standard Trading Conditions Standard Trading Conditions | Maersk Terms.

2.16 Geographical Scope 

These terms shall apply globally to all Intermodal Multi Carrier Haulage Services performed or arranged by Maersk or its affiliates, whether as part of a multimodal movement or as independent inland transport, except were superseded by compulsory law. 

2.17 Unless the Customer provides written instructions, or unless specific routing instructions are expressly stated in Maersk’s offer or booking confirmation, Maersk may determine the routing, methods, procedures, and third-party service providers for handling, transport, clearance, and delivery of the Goods, without warranting or assuming liability for third-party acts or omissions. 

2.18 Higher liability coverage will be arranged only upon the Customer’s prior written request, agreement to applicable charges, and acceptance by the relevant carrier. Otherwise, any declared value is for customs or regulatory purposes only, and standard liability limits apply. 

2.19 Where Maersk issues transport documents, it may rely on cargo information supplied by the Customer and is not obliged to state package or piece counts unless expressly requested in writing and subject to additional charges.

3. Duration and Termination

3.1 This Clause 3.1 applies to all Services provided under this Agreement: 

  • (a) the Agreement shall be effective from the Commencement Date (as defined in the Agreement) and shall automatically terminate on the on expiry of the Contract Period (as defined in the Agreement); 
     
  • (b) where the customer orders the Services ad hoc basis, this agreement shall become effective upon Maersk’s written acceptance of the customer’s service request and such acceptance shall confirm the essential details of the booking, including the Services accepted, reference number, scheduled date(s), and any applicable charges or conditions.  Such service shall automatically commence on (a) the commencement of the accepted transport (b). receipt of the applicable transport Charges from the Customer by Maersk;
     
  • (c) Maersk may terminate the Agreement, by giving one (1) months’ written notice to the Customer; 
     
  • (d) In the circumstances set out in Clause 7.2 of these Terms, Customer and Maersk shall enter into discussions to resolve the payment dispute. If a resolution is not reached within thirty (30) days from the Customer’s written justification, Maersk shall retain all rights under the Agreement, including but not limited to the immediate termination of the Agreement;
     
  • (e) Maersk may terminate the Agreement insofar as it relates to these Terms or the provision of the Services with immediate effect if the Customer has committed a material breach of these Terms, or if the Customer is declared bankrupt, commences company reorganization, commences composition with its creditors, enters into liquidation or can otherwise be deemed insolvent;
     
  • (f) Termination shall be without prejudice to any accrued rights, liabilities or obligations of the Parties and any pre-existing requests for Services, fully or partially performed or existing at the date of such termination and such requests shall nevertheless continue in full force and effect and termination shall otherwise not affect the Parties’ rights and obligations in relation to payment of delivery for the remainder of the term. 

4. Transport Unit

4.1 Where a Transport Unit is used to carry the Goods, the Customer warrants that the Goods are suitable for such carriage, that the Transport Unit is fit for purpose and free from defects (unless supplied by Maersk), that the Goods are properly packed, secured, loaded, and accurately declared, and that the Transport Unit is sealed at commencement of carriage unless Maersk has expressly agreed otherwise.

4.2 The Customer shall be responsible for all consequences arising from any breach of this Clause, and Maersk shall have no obligation to verify the contents, weight, or condition of sealed Transport Units and may rely on Customer-provided information.

4.3 Maersk shall have no liability for the quantity, condition, or quality of Goods carried in sealed Transport Units, nor for loss, delay, or damage resulting from inspections, unsealing by authorities, or inaccuracies in Customer-provided information, unless caused by Maersk’s gross negligence or willful misconduct.

4.4 Maersk may refuse, suspend, or take reasonable measures in respect of non-compliant Goods or Transport Units, with all resulting costs for the Customer’s account.

4.5 Cleaning/Disposal. If a Transport Unit or vehicle is contaminated, soiled, or damaged due to the Goods or packing/loading, Customer shall bear cleaning, disposal, repair, downtime, and extra handling costs.

5. Customer Warranties, Obligations and Indemnities

5.1 The Customer acknowledges and agrees that it has an affirmative and non-delegable duty to: 

  • (a) disclose to the Company in a timely manner, all customer information required by the Company to perform the Services;
     
  • (b) immediately notify the Company of any:
     
    • (i) new or changes to; or
       
    • (ii) inaccuracies, errors or omissions in any Customer Information, facts or circumstances relevant to the Services, or to any completed Transaction.

5.2 The Customer represents and warrants that it has authority over the Goods; that the Goods are lawful, properly packed, labelled and prepared; that no Prohibited Goods are tendered; that all information provided is accurate and complete; and that neither the Services nor any related transactions breach sanctions, export controls or other Applicable Laws.

5.3 The Customer further confirms compliance with driving-time, rest-period and similar transport regulations as defined in the EC regulation (http://eur-lex.europa.eu/legal-content/EN/AUTO/?uri=CELEX:02006R0561-20150302) or similar legislation in other jurisdictions as applicable and acknowledges that Maersk is not obliged to accept instructions that would cause regulatory violations. Security requirements for truck or rail stops must be expressly agreed in writing, and the Customer accepts the inherent risks and operational limitations associated with intermodal handovers, overnight stops and state-controlled rail operations.

5.4 The Customer shall timely provide all information, documentation and instructions reasonably required for performance of the Services, ensure EDI data complies with applicable law, and cooperate as necessary to enable lawful and safe execution of the Services.

5.5 Delivery instructions requiring payment or document of surrender must be agreed in writing. Goods are not deemed received until formally accepted at Maersk’s or its subcontractor’s premises, and Maersk may refuse receipt or unloading where reasonable grounds exist.

5.6 The Customer warrants compliance with all customs, regulatory, sanctions, export-control and licensing requirements, confirms the absence of Prohibited Goods and Prohibited Persons, and ensures lawful performance of the Services.

5.7 The Customer shall indemnify Maersk against claims, charges, duties, fines or penalties imposed by carriers or authorities arising from the Customer’s Goods or instructions, without prejudice to Maersk’s right to payment.

5.8 The Customer shall be solely responsible for maintaining complete and accurate records in accordance with all Applicable Laws for a period of:

  • (a) Ten (10) years, in respect of a Transaction; and 
     
  • (b) Three (3) years for all other Transactions from the date of the completed Transaction or for such longer period if required by Applicable Law.

5.9 The Company will only keep such records that the Company is required to maintain by Applicable Laws and regulations pertaining to the business of the Company but shall not act as a record keeper or recordkeeping agent for the Customer unless explicitly agreed in writing between the Customer and the Company. The Customer agrees that Maersk may conduct AML/compliance audits or request documentation from the Customer to ensure compliance with sanctions and anti-money-laundering laws. Maersk shall also have the right, upon reasonable prior written notice, to audit or request documentation from the Customer to verify compliance with the Customer’s material obligations under this Agreement, including but not limited to insurance, regulatory compliance, and accurate provision of information. The Customer shall cooperate with any such audit and provide reasonable access to relevant records.

5.10 Customer shall ensure safe and timely access to each Site, including adequate approach roads, loading/unloading equipment, permits, and personnel. Waiting Time beyond Free Time (Schedule) shall be chargeable at the rates as agreed in writing between the parties. Maersk may refuse or suspend operations where conditions are unsafe or non‑compliant.

6. Charges

6.1 Any other services requested by the Customer not included in the Service Agreement will be charged in accordance with mutually agreed rates. In the event the Parties are unable to reach agreement, and the continued provision of the Services is reasonably necessary to mitigate or prevent loss or harm to either Party, Maersk shall be entitled to continue performing the Services and shall invoice such Services at prevailing market rates. Any exceptions shall be limited to regulatory fees, cargo-specific handling or mandatory cost changes.

6.2 The Charges are exclusive of all applicable taxes, duties and/or levies payable in respect of or in connection with the Services, including GST / VAT as applicable except for those taxes, duties and/or levies which are individually named and explicitly quantified.

6.3 The Charges shall be fixed or floating for the Charges Period, as expressly agreed between the Parties. Whether fixed or floating, the Charges are to be reviewed, and shall be capable of adjustment, upwards or downwards, in accordance with the provisions of this Clause 6.

6.4 Maersk shall apply reasonable commercial efforts to inform the Customer one (1) month prior to the expiry of the then current Charges Period of what adjustments will be made to the Charges for the following Charges Period (which period shall commence on the expiry of the then current Charges Period and be for an identical duration unless otherwise agreed in writing between the Parties).Such adjustments will become effective at the commencement of the following Charges Period Should the Customer object to the forthcoming adjustment to the Charges Maersk may at its absolute discretion,

  • (a) treat the performance of its obligations as terminated and place the Goods or any part of them at the Customer’s disposal at any place which Maersk may deem safe and convenient, whereupon the responsibility of Maersk in respect of the Goods shall cease, and the Customer shall be responsible for any additional costs to and delivery and storage at such place; or
     
  • (b) continue or suspend the performance of its contracted obligations, at its own discretion, and the Customer shall be responsible for any additional costs, expenses and/or Charges incurred by Maersk in so doing.

6.5 Notwithstanding any objection, if the Customer continues to tender cargo, place bookings or otherwise request Services on or after the commencement of the following Charges Period, such conduct shall constitute acceptance of the revised Charges, which shall apply to all Services so requested.

6.6 The Charges appearing in this Agreement are based on the cost levels at the time of contracting. Except for surcharges individually named, labelled as “Fixed” and explicitly quantified, Maersk may amend, adjust current or implement any new Charge to reflect a change to the circumstances, including but not limited to energy price fluctuations, strikes, congestion, increased risk due wars and hostilities, operational disruption due to weather related-events, government or supra-national mandates, capacity constraints, or equipment shortages. 

6.7 Maersk may at its sole discretion nominate any entity within Maersk Group having the required licenses and authorizations to provide services contracted herein and cause the nominated entity to assume all rights and obligations of Maersk under this Service Agreement. The nominated entity shall raise invoices against the Customer for the services performed by such entity which shall be paid to such nominated entity directly according to the terms of this Service Agreement.

7. Payment

7.1 The Customer shall pay all invoices within the number of days agreed between the Company and the Customer, or as set out on the relevant invoice. Invoices shall be paid in full without any set-off, counterclaim, restriction, condition, deduction or withholding (except for any deduction or withholding required by Applicable Law).

7.2 If the Customer, in good faith, disagrees on reasonable grounds with the amount of, or any amounts within, any invoice submitted by Maersk, then the Customer shall pay the undisputed amount of the invoice, in accordance with Clause 7.1.  The Customer shall provide its justification for disputing the amount of, or any amounts within, any invoice in writing within Fourteen (14) days from the date of the relevant invoice or, if a different payment period is specified in accordance with Clause 7.1, within such period.  The Customer and Maersk shall endeavor to resolve the dispute both acting in good faith. Following resolution of the dispute any amount agreed or found to be payable by the Customer or Service Recipient shall be paid in accordance with Clause 7.1. Should the Parties not be able to find a resolution within thirty (30) days from the Customer’s written notification to Maersk, Maersk shall retain all rights under this Service Agreement, including but not limited to immediate termination of this Service Agreement.

7.3 On all undisputed amounts overdue to Maersk, Maersk shall, at its sole discretion be entitled to:

  • (a) temporarily or permanently stop to perform or suspend the Services until such outstanding debt has been settled in full;
     
  • (b) exercise its lien rights, as further described in Clause 7.4 below;
     
  • (c) Charge the Customer interest on any outstanding sum at the rate advised by Maersk, or if no such rate is advised, at the annual rate of 3 (three) per cent above the minimum lending rate set by the national or central bank, as applicable, of the country or territory of the relevant currency for any period after each amount had become overdue, plus reasonable attorney fees and expenses incurred in collecting any sums due; 
     
  •  (d) regard the Customer’s repeated non-payment as a material breach of the Agreement, and may at its sole discretion, terminate the Agreement immediately by giving the Customer written notice hereof. Maersk shall be free from any liability, obligation, cost, claim and expense to the Customer, its agents and other nominated third parties.

7.4 Where a Maersk Group company or a subcontractor of a Maersk Group company carries out the transport of goods to which the Services relate, such Maersk Group company shall have a lien on such goods for all sums payable to Company under these Terms and/or the Agreement. Company shall also have a lien against the Customer on any Goods for all sums due by the Customer to Company under any other contract whether or not related to these Terms and/or the Agreement. The Customer expressly agrees and acknowledges that: 

  • (a) Company may exercise its lien at any time and any place in its sole discretion; 
     
  • (b) Company shall be entitled to continue to charge the Customer for any Charges accruing during the exercise of its lien; 
     
  • (c) In any event any lien shall extend to cover the cost of recovering any sums due, and for that purpose Company shall have the right to sell the Customer’s Goods by public auction or private treaty, provided that the Company shall give the Customer not less than fourteen (14) days' prior written notice of its intention to sell, specifying the time, date, and manner of sale, and shall account to the Customer for any surplus proceeds after deduction of all sums owed and reasonable sale costs; and 
     
  • (d) Company’s lien shall survive the termination or expiration of these Terms and/or the Agreement, whichever is applicable.

7.5 In addition to Maersk’s lien rights, Maersk shall be entitled to continue to charge the Customer for any Charges accruing during the exercise of its lien.  The Maersk reserves the right to move any Goods which it holds under lien to alternative storage, provided it shall use reasonable endeavors to keep the Goods safe.

7.6 Customer shall not exercise any right of set-off unless required by mandatory law.

8. Cost Escalation and Inflation Adjustment

8.1 If the actual cost to Maersk of providing the Services increases by more than ten percent (10%) compared to the cost basis at the time of contracting, Maersk shall have the right to request a renegotiation of the affected Rates.

8.2 If the Parties are unable to reach agreement on revised Rates within thirty (30) days of Maersk’s written request, Maersk may terminate the affected Services upon written notice without liability.

8.3 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 Services.

8.4 Additional operational charges may apply only where such charges arise due to the Customer’s actions, instructions, or operational requirements, or circumstances beyond Maersk’s reasonable control. Such charges include, without limitation, waiting time, detention, demurrage, failed attempts, storage, redirections, or additional handling.

8.5 Any such operational charges shall be reasonable, reflect actual additional costs incurred, and be communicated to the Customer as soon as practicable.

9. Limitations and exclusions of liability

9.1 Under this Agreement, Maersk’s liability extends only to the portion of the Services performed by Maersk or by its contracted participating landside Carrier. Maersk shall not be liable for acts or omissions of any upstream or downstream ocean carrier or subcontractor not engaged by Maersk. For avoidance of doubt, Maersk remains liable only for the performance of carriers it directly engages for the inland haulage portion. 

Maersk shall not be liable for any acts or omissions of:

  • i. any ocean carrier;
     
  • ii. any inland carrier, subcontractor, terminal operator, or service provider not engaged by Maersk; or
     
  • iii. any third party involved before or after the inland haulage leg performed under the Services.

9.2 This Clause 9 governs Maersk’s liability arising out of or in connection with the Services, any Transport Document, or this Agreement, subject always to any compulsorily applicable international or national law or convention governing the relevant mode of transport, including without limitation the CMR Convention (road), the CIM Rules (rail), and any applicable inland-waterway or maritime conventions. Nothing in this Agreement excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.

9.3 Maersk’s liability for loss, destruction, damage, or delay of the Goods shall be limited and determined in accordance with this Clause 9 and, where applicable, by any mandatory law or convention compulsorily governing the relevant inland mode of transport.

9.4 Except as otherwise provided in this Service Agreement or any compulsorily applicable law, Maersk shall not be liable for any loss, destruction, delay or damage attributable to:

  • (a) the act or omission of the Customer or any person (other than Maersk) acting on their behalf;
     
  • (b) compliance with any instructions given to Maersk;
     
  • (c) handling, loading, stowage, securing or unloading of the Goods by the Customer or any person (other than Maersk) acting on their behalf;
     
  • (d) inherent vice of the Goods including loss in weight or volume, or ordinary wear and tear, when not caused by the Service Provider’s acts or omissions;
     
  • (e) riots, civil commotion, strikes, lockouts, stoppage or restraint of labour from whatsoever cause;
     
  • (f) act of war or terrorism or damage caused by weapons of war;
     
  • (g) the breakdown of, accident to, failure or interruption of or reduction in the mains electrical supply to Maersk and/or Subcontractor; or
     
  • (h) or arising from any cause, which Maersk could not avoid, and the consequences whereof it could not prevent by the exercise of reasonable diligence.

9.5 Where a loss results from a combination of causes, Maersk shall be liable only to the extent that the causes for which it is liable under this Agreement contributed to the loss. The burden of proving that a loss, destruction, delay or damage was caused by one or more of the events listed in Clause 9.4 shall rest upon Maersk only to the extent required by applicable law or convention. If Maersk establishes that, in the circumstances of the case, the loss could be attributed to one or more of the causes set out in Clauses 9.4(c)–9.4(e), it shall be presumed that the loss was so caused, unless the Customer proves that the loss was not in fact caused wholly or partly by such causes.

9.6 Notwithstanding any other provision in these Terms, Maersk’s liability to Customer shall be limited as follows:

  • (a) Liability for Goods - Subject to Clauses 9.2, 9.3, 9.4 and 9.5, Maersk’s liability for loss, destruction or damage to Goods shall not exceed the lowest of:
     
  • (i) the value of the Goods (as defined in Clause 9.10);
     
  • (ii) the reasonable cost of repair in the case of damage; or
     
  • (iii) two (2) SDR per kilogram of the gross weight of the relevant Goods lost, destroyed or damaged.
     
  • In any event, Maersk’s liability under this Clause 9.6 shall not exceed the lowest of:
     
  • (i) seventy-five thousand (75,000) SDR per event or series of events arising from a common cause; 
     
  • (i) seventy-five thousand (75,000) SDR in aggregate for all Goods claims within any rolling twelve (12) month period; and 
     
  • (iii) the total Charges paid by the Customer to Maersk in the relevant Contract Year pursuant to Clause 9.6(c). 
     
  • For the avoidance of doubt, where multiple caps apply, the lowest applicable cap shall govern.
     
  • (b) Other Claims - For all other claims arising out of or in connection with the Services or the Goods (and not governed by Clause 9.6(a)), Maersk’s liability shall not exceed the lower of:
     
  • (i) the amount of Maersk’s Charges in respect of the Services to which the claim relates; and
     
  • (ii) seventy five thousand (75,000) SDR per event or series of events arising from a common cause.
     
  • (c) Aggregate Cap - Notwithstanding anything else contrary elsewhere mentioned in this Agreement, Maersk’s total aggregate liability to the Customer for any and all matters arising out of or in connection with this Agreement in any Contract Year (including, without limitation, fines, claims, judgments, settlements, interest, awards, costs, or expenses of any kind) shall not exceed the greater of (i) Seventy Five thousand (75,000) SDR; or (ii) the total Charges paid by the Customer to Maersk in that Contract Year.
     
  • (d) Delay
     
  • Unless expressly agreed in writing, Maersk does not guarantee transit times or delivery dates. If Maersk is nevertheless found liable for delay, liability shall not exceed the Charges for the affected inland Services, unless mandatory law provides otherwise.
     
  • (e) Maersk shall not be liable for:
     
  • (i) loss of profits, business, sales, contracts, or anticipated savings;
     
  • (ii) loss of market, reputation, or goodwill;
     
  • (iii) loss of use or corruption of data or software; or
     
  • (iv) any indirect, consequential, punitive, or exemplary damages,
     
  • (v) whether foreseeable or not and whether or not Maersk was advised of the possibility of such loss.

9.7 Misdelivery

In relation to claims arising from delivery of the Goods to an incorrect person or destination, Maersk’s liability shall not exceed lower of (i) the Value of the Goods (as defined in Clause 9.10); and (ii) the Charges payable in respect of the affected Services, subject to applicable law.
If the Goods are subsequently recovered and delivered to the correct destination, Maersk's liability shall be limited to any direct costs reasonably incurred by the Customer as a result of the misdelivery, including storage and re-delivery costs, up to the limit in Clause 9.6(b).

9.8 Notice and Time Bar

  • (a) Notice
     
  • Notice of claims for loss or damage to Goods must be notified as follows : 
     
  • (i) apparent loss or damage: upon delivery or within three (3) days of delivery;
     
  • (ii) non-apparent loss or damage: within seven (7) days of delivery; and
     
  • (iii) non-delivery: within fourteen (14) days of the agreed or scheduled delivery date as stated in the booking confirmation or Transport Document.
     
  • All other claims must be notified within fourteen (14) days of the event giving rise to the claim,
     
  • except where mandatory law provides otherwise.
     
  • Failure to give timely notice shall discharge Maersk from liability for that claim, except where:
     
  • (i) the claim arises from Maersk's gross negligence or wilful misconduct;
     
  • (ii) the Customer demonstrates that it was not reasonably possible to give notice within the prescribed period; or
     
  • (iii) mandatory law provides otherwise.
     
  • (b) Time bar for Proceedings
     
  • Any suit must be brought in the forum specified in Clause 22 and commenced within Twelve (12) months of the delivery date or, in the case of total loss, within Twelve (12) months of the date on which delivery should have been made, unless a longer period compulsorily applies under applicable law or convention.

9.9 Indemnity

The Customer shall indemnify and hold harmless Maersk, its affiliates, Subcontractors, and their personnel against all losses, costs, claims, liabilities, fines, penalties, and expenses (including reasonable legal and defence costs) arising from: 

  • (a) Customer’s breach of this Agreement;
     
  • (b) Any matter relating to Goods for which Maersk is not responsible;
     
  • (c) Maersk’s liability to third parties, including regulatory authorities, or additional costs incurred due to Customer’s instructions; or
     
  • (d) Maersk incurring liability beyond the limits set out in this Agreement where such excess liability arises directly from (i) the Customer's breach of its obligations under this Agreement, (ii) inaccurate or incomplete information provided by the Customer, or (iii) non-compliance by the Customer with Applicable Law, except to the extent caused by Maersk’s gross negligence or willful misconduct.

9.10 Value of Goods

The value of Goods shall be the ex-works invoice value plus freight, insurance (if paid), and any unrecoverable customs duties or taxes. If no invoice exists, value shall be determined by market price at the place and time of delivery or, if unavailable, by reference to goods of similar kind and quality. Maersk is not obliged to declare nature, value, or special interest in delivery unless expressly agreed in writing.

9.11 The Customer undertakes that no claim or allegation shall be made against any Subcontractor, carrier, participating carrier, agent, independent contractor, or any of their employees, agents or servants, which imposes or attempts to impose upon any of them any liability whatsoever in connection with the Services.

Every exemption, limitation, defense and immunity of whatsoever nature applicable to Maersk under these Terms or any Applicable Law shall also be available to and extend to benefit all such persons engaged by Maersk (whether directly or through another Subcontractor) to perform any part of the Services. Maersk acts as trustee or agent for these persons for the purpose of extending this benefit, and the Customer undertakes to indemnify Maersk against any consequence of the Customer failing to comply with this Clause 9.11.

Maersk acts as trustee or agent for these persons for the purpose of extending this benefit, and the Customer undertakes to indemnify Maersk against any consequence of the Customer failing to comply with this clause.

10. Insurance

10.1 The liability of Maersk is not intended to make the Customer whole and Maersk shall not be responsible for insuring the Goods; the Customer shall maintain adequate cargo insurance or self-insure at its own expense. If insurance is taken out, Customer shall upon request send the certificate of insurance to Maersk. 

10.2 In the event of any claim for loss or damage to Goods, the Customer shall in the first instance claim against its own all risks cargo insurance, without prejudice to any rights of subrogation and any rights under Compulsory Legislation.

10.3 Maersk shall take out liability insurance at its own expense, for its liabilities under this Service Agreement, and shall keep such insurance valid and in force for the term of this Service Agreement.

11. Data Protection

11.1 Each Party shall comply with applicable data protection laws and process personal data only for the performance of the Services. Maersk may share data with its affiliates and other Carriers solely for operational execution.

11.2 To the extent that the Customer provides personal data to Maersk for processing in connection with the Services, the parties acknowledge that: (a) the Customer shall be the data controller and Maersk shall be the data processor; (b) Maersk shall process such personal data only on the Customer’s documented instructions and solely for the purposes of performing the Services; (c) Maersk shall implement appropriate technical and organisational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure; and (d) Maersk shall not transfer personal data outside the European Economic Area unless appropriate safeguards are in place, including the European Commission’s Standard Contractual Clauses or an adequacy decision.

11.3 Maersk shall: (a) notify the Customer without undue delay upon becoming aware of any personal data breach affecting Customer personal data; (b) assist the Customer in responding to requests from data subjects exercising their rights under applicable data protection laws; and (c) on termination of the Services, delete or return all Customer personal data unless retention is required by Applicable Law. Maersk may engage sub-processors to process personal data on behalf of the Customer, provided that Maersk shall remain liable to the Customer for the acts and omissions of any sub-processor.

11.4 The parties shall, if required, enter into a separate Data Processing Agreement incorporating the provisions of this Clause 11 and such additional terms as may be necessary for compliance with applicable data protection laws.

12. Confidentiality

12.1 All information or data provided or obtained in connection with the request or provision of the Services shall remain confidential and not be disclosed to third parties (other than Related Parties) without the prior consent of the other party, except that either party may disclose Confidential Information: (a) to its professional advisers, auditors or insurers on a confidential basis; (b) as required by Applicable Law, court order, or any governmental, judicial or regulatory authority, provided that (where legally permitted) the disclosing party shall first notify the other party to enable it to seek a protective order; or (c) to the extent such information has entered the public domain other than through breach of this Clause. Company and Customer shall use their best reasonable endeavors to ensure that such information shall not be disclosed to any third parties by any of their Subcontractors, employees or agents. This Clause 12.1 shall not apply to any information that has already been published or is in the public domain. 

12.2 All information and data provided by a party is and shall remain the property of that Party.

12.3 The obligations of confidentiality under this Clause 12 shall continue for a period of five (5) years following termination or expiry of this Agreement.

13. Additional Agreement Terms  

13.1 Where the Services are provided in connection with an Agreement, this Clause 13.1 shall apply:

  • (a) Nothing in the Agreement is intended to or shall operate to create a partnership of any kind between Customer and Company; 
     
  • (b) Failure to exercise, or any delay in exercising, any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy;
     
  • (c) Except as set out in Clause 13.1(d), neither Company nor Customer shall be entitled to assign, novate or otherwise transfer the Agreement or any part of the Agreement; 
     
  • (d) Company may assign all or any of its rights and obligations under the Agreement to any member of Maersk Group, without the prior written consent of the Customer;
     
  • (e) The Agreement and any documents referred to in it or annexed to it constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of the Agreement.

14. Third Party Rights

14.1 The Subcontractors and Company’s Related Parties are entitled to enforce and have the benefit of all the terms of these Terms and which benefit Company and shall have the right to enforce such provisions of the Agreement in accordance with the Contracts (Rights of Third Parties) Act 1999.   

14.2 Except as stated in Clause 14.1, any third party may not enforce, or otherwise have the benefit of, any provision of these Terms or any Agreement.

15. Force Majeure

15.1 Maersk shall not be liable for any failure or delay in the performance of its obligations under these Terms due to the extent caused by Force Majeure, meaning any event or circumstance beyond a Maersk’s reasonable control that prevents or materially hinders performance, including but not limited to acts of God, war, terrorism, cyber incidents, industrial action, pandemics, government actions or omissions, sanctions or embargoes, trade disruptions, port or logistics disruption, and severe weather, as well as any similar event or circumstance.

15.2 The Party affected by a force majeure event shall notify the other Party promptly in writing, describing the nature, expected duration, and impact of the event.

15.3 Force Majeure shall not relieve the Customer of its obligation to pay Charges accrued prior to or during such event.

16. Cyber Security

Where the Customer’s systems interface with Maersk’s systems for the purposes of the Services, the Customer shall: (a) implement and maintain appropriate technical and organisational measures to protect against cyber threats; (b) promptly notify Maersk of any cyber incident that may affect the Services or Maersk’s systems; and (c) cooperate with Maersk in responding to any such incident. The Customer shall indemnify Maersk against losses arising from any cyber incident originating from the Customer’s systems.

17. Anti-Bribery and Corruption

The Customer represents, warrants and undertakes that: (a) it shall comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act; (b) it has not and shall not offer, promise, give, request, agree to receive or accept any bribe or other improper payment or benefit in connection with this Agreement or the Services; (c) it has and shall maintain adequate procedures designed to prevent any breach of this Clause; and (d) it shall promptly notify Maersk if it becomes aware of any actual or suspected breach of this Clause. A breach of this Clause shall constitute a material breach entitling Maersk to terminate this Agreement immediately upon written notice.

The Customer shall indemnify and hold harmless Maersk against all losses, costs, claims, liabilities, fines, penalties and expenses arising from any breach of this Clause 17 by the Customer or any person acting on its behalf.

18. Modern Slavery

18.1 The Customer represents, warrants and undertakes that: (a) it shall comply with all applicable laws relating to modern slavery, human trafficking and forced labour, including the UK Modern Slavery Act 2015; (b) it has and shall maintain policies and procedures designed to ensure compliance with such laws; (c) it shall conduct appropriate due diligence on its supply chain to ensure compliance; and (d) it shall promptly notify Maersk of any actual or suspected breach. The Customer shall provide Maersk with such information regarding its compliance with this Clause as Maersk may reasonably request. A material breach of this Clause shall entitle Maersk to terminate this Agreement immediately upon written notice.

19. Entire Agreement

19.1 Any representation, statement, warranty or other undertaking whether made orally or written elsewhere which is not fully reflected in the Agreement or an individual booking is hereby excluded, including but not limited to where such representations or statements were made negligently) provided always that this Clause 19.1 shall not exclude or limit any liability or any right in respect of pre-contractual statements made or given fraudulently. All conditions, warranties of other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. 

19.2 These Terms apply to the Services to the exclusion of any other terms that Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

20. Notices

Any notices to be given by either Company or Customer to the other party shall be in writing and may be sent by email or registered mail. The relevant address of both the Company and Customer shall be as stated in the Agreement.

21. Compulsory Legislation and Severability 

21.1 If any Compulsory Legislation applies to any element of the Services, these Terms shall, as regards such element of the Services, be read as subject to such Compulsory Legislation and nothing in these Terms shall be construed as a surrender by Company of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such Compulsory Legislation and if any part of these Terms is inconsistent with such Compulsory Legislation to any extent such part shall as regards such element of the Services be overridden to that extent and no further. 

21.2 The terms and conditions of these Terms and/or of the Agreement are severable. The invalidity or unenforceability of any one or more of the provisions shall not affect the validity or enforceability of any other provisions.  If any provision of these Terms or the Agreement is prohibited or invalid under Applicable Law, that provision will be ineffective only to the extent of that prohibition or invalidity. 

22. Governing Law and Jurisdiction

22.1 These terms as stipulated in this Agreement, and any non-contractual matters arising in connection with shall be governed by and interpreted in accordance with English law. 

22.2 All contractual or non-contractual disputes arising out of or in connection with these Terms or any agreement incorporating these terms shall be determined by the English High Court in London, to the exclusion of the jurisdiction of the courts of any other country except where mandatory law or convention requires proceedings in another forum, in which case this clause shall operate as a non-exclusive jurisdiction clause. Alternatively, and at Maersk’s sole option, Maersk may commence proceedings against Customer at any other court of competent jurisdiction.

22.3 If any law or convention (including any Compulsory Legislation) is deemed to be mandatorily applicable to any element of the Services, which does not allow for an exclusive jurisdiction clause, this Clause 22 shall be considered to be a non-exclusive jurisdiction clause. Alternatively, and at Maersk’s sole option, it may commence proceedings against the Customer in any other court of competent jurisdiction.

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