Terms for Maersk Customs Services ("MCS")

1. Application and Definitions

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

1.2 The Company reserves the right, at its sole discretion to amend, modify, or update these Customs 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 Customs 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 Customs Terms.

1.4 By:

(a) entering into an Agreement; or

(b) selecting or howsoever 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”),

the Customer warrants that they have read, understood and agree to these Customs Terms and acknowledges, confirms and agrees to be bound by these Customs Terms.

1.5 In these Customs Terms:

"Applicable Law" means any and all laws and regulations (including, without limitation, any EU Law) applicable to: (i) the Services; (ii) the exportation or importation of Goods; (iii) the declaration of Goods to the Customs Authority; (iv) the movement or storage of Goods; (v) the collection of duties and taxes; or (vi) any other services agreed between Company and the Customer.

“Company” means the Maersk entity which is named in, the Agreement or Booking Confirmation (if applicable) as the provider of the Services which, unless otherwise notified in writing to the Customer shall be Maersk Logistics & Services International A/S.

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

“Customer Information” means any records, information, documents or data relevant to the performance of the Services, including but not limited to HS codes or classifications, value for duty and origin.

"Customs Authority" means any relevant authority or government agency which is responsible for the administration of the law or regulations relating to the importation, exportation, movement or storage of goods or the collection of duties and taxes.

“Direct Representative” means that in the provision of the Services, Company shall act as agent in the name of and on behalf of the Customer, who acts as principal.

“Digital Services” means any services or facilities made available to Customer or received by Customer either directly from Maersk or via a webpage owned by Maersk.

“EU” means the European Union.

“EU Law” means any treaties, judgments, rules, regulations, directives and/or implementing acts in force in the EU or in a member state of the EU.

“Goods” means the goods in respect of which the Services are to be performed.

"Gross Negligence” means any act or failure to act (whether sole, joint or concurrent) by any person or entity which was intended to cause, or which was in wilful default or reckless disregard of or indifferent to, harmful consequences such person or entity knew or should have known, such act or failure may have on the safety or property of another person or entity.

“HS” means the Harmonized Commodity Description and Coding System.

"Indirect Representative” means that in the provision of the Services, Company shall act as agent in its own name, but on behalf of the Customer, as principal.

“IR Transactions” means any Transaction in which Company agrees to act as Indirect Representative pursuant to clause 3.

“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.

"Prohibited Goods" means any Goods, equipment or technology which, at the relevant time, may not lawfully be handled, stored 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.

“Product Liability Insurance” means insurance coverage against any loss, damage, destruction of property and/or data, death or personal injury (including damage to psychological health) arising from, or associated with the Goods.

"Prohibited Person" means a person on any list of individuals or entities with whom transactions are currently prohibited or restricted by any Sanctions (including but not limited to the consolidated list of financial sanctions targets in the European Union, United Kingdom or the US list of Specially Designated Nationals) or other Applicable Laws.

“Related Parties” means any of Company's and Maersk Group’s officers, employees, servants, agents, Subcontractors, insurers, reinsurers, and companies in the Maersk Group.

"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.

"Subcontractor" means an individual or company who undertakes some or all of the Services on behalf of Company.

"Transaction" means the Services undertaken in relation to Goods shipped under a single UCR.

“UCR” means the Unique Consignment Reference applicable to the Goods.

2. Supply of Services

2.1 Company shall perform the Services with a reasonable degree of care, skill and judgment and in compliance with all Applicable Laws.

2.2 All Services provided by the Company are subject to these Terms. The provisions of clause 3 will apply only to the extent that the Company agrees to act as Indirect Representative on behalf of the Customer. The remaining clauses will apply to all Services regardless of the legal capacity of the Company.

2.3 Where Customer requests the Services in an Individual Booking, Company’s acceptance of such request is in Company’s sole discretion. If Company accepts the Individual Booking request, Company shall issue a booking confirmation (the “Booking Confirmation”).

2.4 Where the Services are provided in connection with an Agreement, Customer shall be entitled to request the Services from Company from time to time as set out in the Agreement. Each request shall be in writing, sent to Company at the contact details specified in the Agreement and set out the nature of the Services required.

2.5 Prior to Company commencing the Services:

(a) The Customer shall procure the issuance of a Power of Attorney or similar lawfully binding authority (“POA”) granting Company the right to represent and act on behalf of the Customer in accordance with the local laws and regulations in the jurisdictions where the Services are to be performed. The POA:
- (i) shall be in a form acceptable to Company or as required by any relevant Customs Authority
- (ii) shall be signed by a legal representative of Customer with due authority to enter into the same on behalf of the Customer. If the Services are carried out by a Subcontractor, Customer shall procure the issuance of a POA to that Subcontractor on Company’s request.
(b) The Customer shall provide the Customer Information in order to enable the Company to perform the requested Services.
(c) Company shall be entitled to perform a customer acceptance check on Customer during which Company may request certain information from the Customer. The Customer shall provide all such information as soon as possible.

(d) If requested by Company, Customer shall provide Company with security in a form acceptable to Company in relation to all claims, liabilities, losses, damages, charges, fines, penalties, costs and expenses (including legal fees and expenses) of whatsoever nature arising from or in connection with provision of the Services by Company. For the avoidance of doubt, any such security shall not limit, affect or prejudice any other right, relief or remedy available to the Company.

2.6 Following: (a) Company’s receipt of the POA; (b) any requested security check; and (c) Company carrying out any customer acceptance check, Company shall decide whether to accept its appointment as representative, and shall notify Customer of its decision.

2.7 Company reserves the right to decline to carry out the Services, including where Company has confirmed that it will perform the requested Services by issuing a Booking Confirmation or otherwise, without any liability whatsoever, if:

(a) Company believes in its reasonable opinion that the provision of the Services is, or is likely to be, contrary to any Applicable Laws or Sanctions;

(b) The provision of the Services is, or is likely to be, contrary to Company’s Code of Conduct, internal policies or ethical rules; or

2.8 All Services are provided by Company as Direct Representative of the Customer except to the extent that the Company expressly agrees in writing to act as Indirect Representative of the Customer.

2.9 Company may subcontract all or part of provision of the Services to a Subcontractor, including any entity within the Maersk Group, without the prior consent of Customer. In the event that Company subcontracts all or part of provision of the Services:

(a) Company shall remain liable for the performance of those obligations;

(b) Customer undertakes that no claim will be made against any of Company’s Related Parties in connection with the Services or the Goods and shall indemnify Company or Company’s Related Parties against all consequences of such a claim; and

(c) Without prejudice to the foregoing, all of Company’s Related Parties shall have the benefit of all provisions of these Customs Terms, as if such terms were expressly for their benefit. In entering into any Agreement and to the extent of such terms, Company does so not only on its own behalf, but also as agent and trustee for the Related Parties.

2.10 Unless agreed otherwise in writing:

(a) Company shall not be present for the collection of samples and/or the examination of the Goods;

(b) Company shall not undertake any reporting obligation or be required to comply with any regulation that imposes reporting obligations on importers of certain goods. Unless agreed otherwise in writing, Company shall not undertake any pre- or post-customs release action including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petitions and/or protests, etc.

3. Services as Indirect Representative

3.1 Where and to the extent that Company acts as Indirect Representative, the Customer acknowledges and agrees that:

(a) a Customs Authority may regard the Company and Customer as jointly and severally liable for any Liabilities that may arise in connection with the Company’s performance of the Service as Indirect Representative. The Customer further acknowledges that nothing in this clause 3.1 shall affect or limit the Customer’s obligation and responsibility under these Custom Terms to fulfil payments for all debts and costs arising out of or in connection with the import and/or export of the Goods and the Services.

(b) Any decision made by a Customs Authority in respect of an IR Transaction may be subject to further review and/or revision at any time within a period of up to ten (10) years from the date of the original decision (Further Review). To the extent that a Further Review reveals a shortfall in the amount due to the Customs Authority at the time of the original decision (each such shortfall amount, a Retrospective Customs Debt), the Customs Authority may seek recourse against the Company and/or the Customer to recover the Retrospective Customs Debt.

(c) IR Transactions may involve additional obligations or requirements, which are not prescribed in these Customs Terms. The Customer undertakes to promptly comply with such obligations or requirements and acknowledges that any delay or failure to do so may result in Liabilities.

(d) In view of the circumstances outlined in subparagraph (a) and (b) above, any restructuring or re-organisation within the Customer’s company group to the effect that the Customer’s assets would be significantly reduced or that the Customer would cease to exist, would result in undue liability exposure to the Company. Consequently, the Customer undertakes not to execute any such restructuring, re-organisation or other measures to this effect for the duration of the Further Review period.

3.2 Without limiting any other provision in these Customs Terms:

(a) On request by the Company, the Customer shall take reasonable steps to assume all Liabilities and/or obligations imposed by any Customs Authority in connection with any of the circumstances outlined in clause 3.1(a), (b) and/or (c) above.

(b) the Customer shall indemnify the Company against all Liabilities of whatsoever nature howsoever assumed, incurred or suffered in connection with any IR Transactions, irrespective of whether or not Company was aware of the circumstances giving rise to the Liabilities;

(c) the Customer shall indemnify the Company against any Retrospective Customs Debt and/or any other amounts due to the Customs Authority as a result of a Further Review;

(d) the Customer:
- (i) at its own cost, shall take out and maintain comprehensive insurance policies in relation to the Goods, including but not limited to Product Liability Insurance:
  - (A) in such amounts and on such terms as those commercially available in the marketplace and are reasonable in the circumstances;
  - (B) with a reputable insurer and with a reasonable deductible relative to Customers fiscal strength.
- (ii) shall name Company as an “additional insured” with respect to such Product Liability Insurance policies and shall provide Company with an “additional insured” endorsement showing such coverage;
- (iii) shall for any “occurrence policy” maintain such coverage for the duration of the service or for any “claims made policy” for the duration of the service and 10 years thereafter and for any policy type shall not allow any lapse in coverage;
- (iv)shall include an endorsement from the insurers that it will act as primary insurance and are waiving all rights of recourse, including rights of subrogation, against the Company for any loss or damage for which the Customer shall indemnify the Company;
- (v) shall on request, provide a certificate of insurance to Company evidencing such insurance coverage as defined herein;
- to the extent that the Company has accepted instructions from the Customer to respond to and/or contest a Further Review, the Customer shall pay the Company the charges which have been agreed between the Parties for such services, or if no such charges have been agreed then the last updated version of the Company tariff rates will apply.

3.3 The obligations in this clause 3.2 shall survive the termination or expiry of these Customs Terms or any Agreement.

4. Duration and Termination

4.1 Where the Services are provided in connection with an Agreement, this Clause 4.1 shall apply:

(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) Company may terminate the Agreement insofar as it relates to these Customs Terms or the provision of the Services, by giving one (1) months’ written notice to the Customer;

(c) In the circumstances set out in Clause 7.2 of these Customs Terms, Customer and Company 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, Company shall retain all rights under the Agreement, including but not limited to the immediate termination of the Agreement.

(d) Company may terminate the Agreement insofar as it relates to these Customs Terms or the provision of the Services with immediate effect if the Customer has committed a material breach of these Customs Terms, or if the Customer is declared bankrupt, commences company reorganisation, commences composition with its creditors, enters into liquidation or can otherwise be deemed insolvent.

(e) 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.

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 is solely responsible for the accuracy and timeliness of all Customer Information provided to the Company, even when the information and data originates from a third party. For the avoidance of doubt, the Company shall not be obliged to make any enquiries into the accuracy or completeness of the Customer Information, and shall not be deemed to have actual or constructive knowledge of the true circumstances to which such inaccurate, incomplete or omitted Customer Information pertains.

5.3 The Customer shall review all documents and declarations prepared by Company in connection with the Services and shall immediately advise Company of any errors, discrepancies, incorrect statements or omissions on any documents or declarations produced on the Customer’s behalf. In addition, Customer warrants that all such documents and declarations are accurate and complete and that Customer will be responsible for any additional or related measures or procedures required for the Services to be completed, including the proper discharge of transit procedures and providing proof of delivery in case of fiscal representation.

5.4 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 an IR 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.
For the avoidance of doubt, 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.

5.5 Where a Customs Authority requires a bond in connection with Company’s provision of the Services, Customer warrants that it shall be deemed bound by the terms of any such bond, including but not limited to instances where the bond has been executed by Company as principal.

5.6 The Customer represents, warrants and undertakes that:

(a) the Goods are wrapped, packaged, labelled, fit and ready for transportation, storage and customs clearance;

(b) it has obtained all of the necessary licenses, permits, authorisations and approvals for the Goods, including but not limited to import and export licenses.

(d) neither the provision of the Services nor any payment or other transaction relating to the Services will or might expose Company or the Related Parties to Sanctions or any other non-compliance with an Applicable Law; and

(e) for the duration of the Services or the Agreement, whichever is longer, neither Customer nor any person it trades with is a Prohibited Person or is owned or controlled by or is acting on behalf of a Prohibited Person.

5.7 If the Services are requested in relation to the export of Goods, the Customer shall, within a reasonable time prior to the exportation of the Goods, provide Company with a commercial invoice. Such commercial invoice shall be (i) in proper form and number, (ii) contain a proper consular declaration, weights, measures and values; and (iii) all other information (A) required by Applicable Laws; and/or (B) reasonably required by Company.

5.8 The Customer shall indemnify Company and the Related Parties against all costs (including legal costs), expenses, claims, losses, Liabilities, orders, awards, fines, proceedings and judgments of whatsoever nature howsoever assumed, incurred or suffered as a result of or in connection with any of the following:

(a) the nature of the Goods;

(b) the Customer’s negligence;

(d) any breach of the warranties given by Customer under this Clause 5;

(e) Company incurring any loss or damage, or becoming liable to any other party, including but not limited to a Customs Authority or other governmental authority, or incurring additional costs by reason of Company carrying out the Customer's instructions. The confiscation or detention of the Goods by a Customs Authority or other governmental authority shall not affect or diminish the Customer’s indemnity to Company;
(f) to the extent that:
- (i) the Services are performed within the EU; or
- (ii) the Goods are distributed or destined for a country within the EU,

any non-compliance with any EU Law (including but not limited to data protection and third party claims) and any claim arising from Goods being defective as understood under EU Law.(g) any breach of Applicable Law;

(h) Company incurring any liability whatsoever in excess of its liability under these Customs Terms, regardless of whether such liability arises from, or in connection with a breach of contract, negligence or breach of duty by Company or its Related Parties.

5.9 The Customer shall notify Company immediately of any of the following types of communication from a Customs Authority relating to Company, the Customer, the Services, the Goods, the Customer’s business or a specific transaction relating to Customer which is outside the normal course of business:

(a) investigations and audits;

(b) notice of violations;

(d) seizures of Goods;

(e) voluntary disclosures;

(f) surveys;

(g) questionnaires; or

(h) any other similar request or circumstance.
(each a “Specified Circumstance” and together the "Specified Circumstances").

5.10 At no time shall Customer hinder or delay any lawful access, request, inspection or the serving of documents, warrants, affidavits or subpoenas in any Specified Circumstance.

5.11 In the event that Company, in the course of performing the Services, is subject to a request for documents or information by the Customs Authority or other governmental authority, the Customer shall provide the Company with the same immediately upon request.

6. Charges

6.1 The Customer shall pay Company the charges set out in the Agreement or the Booking Confirmation in the case of an Individual Booking, for the provision of the Services (the “Charges”). Where the Services are provided in connection with an Agreement and that Agreement does not include the Services requested by the Customer, the last updated version of the Company tariff rates will apply unless the Parties mutually agree to rates.

6.2 The Charges are exclusive of taxes, duties or levies payable in respect of or in connection with the Services, including but not limited to VAT (where appropriate).

6.3 Where the Services are provided in connection with an Agreement, this Clause 6.3 shall apply:

(a) The Charges shall be fixed for the period provided for in the Agreement (the Charges Period).

(b) Company shall notify Customer prior to the expiry of the then current Charges Period, what adjustments will be made to the Charges for the following Charges Period (commencing on the expiry of the then current Charges Period and be for an identical duration, unless otherwise agreed in writing).

(c) Such adjustments will become effective at the commencement of the following Charges Period, unless Customer acting reasonably and in good faith objects to the change in Charges in writing prior to the commencement of the following Charges Period. If an objection is made by the Customer, the Charges applicable in the then current Charges Period shall apply in the following Charges Period until agreement is reached between the Parties.

6.4 Unless specified otherwise, Company may at any time increase the Charges to reflect any increase in the cost to the Company of providing the Service which results from:

(a) any change in the Subcontractors' rates; or

(b) any change in the manner or rate of taxation, any Applicable Law or other regulatory requirements or the interpretation thereof which results in changes in Company’s cost of providing the Services.

6.5 Where the Services are requested in connection with an Individual Booking, if Customer wishes to cancel the Services after a Booking Confirmation has been issued, acceptance of such cancellation shall be in Company’s sole discretion and Company is entitled to charge a cancellation fee as provided for in Company’s tariff.

6.6 Where the Services are requested in connection with an Agreement, if Customer wishes to cancel the Services after Company has notified Customer that the Services are agreed, acceptance of such cancellation shall be in Company’s sole discretion and Company is entitled to charge a cancellation fee as provided for in the Agreement.

6.7 If Customer has booked or purchased an ocean freight service from Company and the pre- or on-carriage with a third party, Company is entitled to charge Customer a fee for the additional administration of coordinating with the third party.

7. Payment

7.1 Customer shall pay all invoices in full without any set-off, counterclaim, restriction, condition, deduction or withholding whatsoever within the number of days agreed between Company and the Customer, or as set out on the relevant invoice.

7.2 If Customer, in good faith, disagrees on reasonable grounds with the amount of, or any amounts within, any invoice submitted by Company, then Customer shall:

(a) pay the amount of the invoice, in accordance with Clause 7.1 of these Customs Terms; and

(b) provide a written justification for disputing the remaining invoiced amount within the number of days agreed between Company and Customer or as set out on the relevant invoice.

7.3 The Customer shall be solely liable for all customs duty, VAT, anti-dumping duty, countervailing duty or any other taxes, duties, charges or levies whatsoever as may apply to the Goods whether actual or potential, or whether charged to Company or the Customer. Unless otherwise agreed in writing, all such taxes, duties, charges or levies incurred or likely to be incurred by Company in the provision of the Services shall:

(a) be prepaid by Customer on first written demand; or

(b) if pre-payment is not requested by Company, Customer shall reimburse Company for such customs duties or charges within five (5) days of receipt of the relevant invoice.

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 Customs 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 Customs 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, without notice to the Customer; and

(d) Company’s lien shall survive the termination or expiration of these Customs Terms and/or the Agreement, whichever is applicable

8. Confidentiality

8.1 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. Company and Customer shall use their best endeavours to ensure that such information shall not be disclosed to any third parties by any of their Subcontractors, employees or agents. This Clause 8.1 shall not apply to any information that has already been published or is in the public domain.

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

9. Compliance

9.1 Company and Customer each represent and undertake that in requesting or performing the Services, it and all of its affiliates, directors, officers or sub-contractors will comply in all material respects with all Applicable Laws, including but not limited to the rules, regulations or similar instruments relating to anti-corruption, competition law and foreign trade controls.

9.2 For the purposes of compliance with Clause 9.1:

(a) Neither Company or Customer will give, promise or attempt to give or approve the giving of anything of value to any person, for illegal purposes or for improperly obtaining or retaining business.

(b) Neither Company or Customer shall deal, or cause the other party to deal, with any person or entity in respect of transactions prohibited by foreign trade controls or which could otherwise damage the other party’s commercial or other reputation interests, even if not in violation of any foreign trade controls, each except with the other party’s prior written consent;

(c) Company and Customer shall establish processes and maintain policies and procedures to prevent violation of Clause 9.1; and

9.3 If either Company or Customer materially breaches any of its obligations or representations in this Clause 9, the other Party may terminate any Agreement or cancel any Individual Booking with immediate effect and without liability.

10. Additional Agreement Terms

10.1 Where the Services are provided in connection with an Agreement, this Clause 10.1 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 10.1(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.

11 Third Party Rights

11.1 The Subcontractors and Company’s Related Parties are entitled to enforce and have the benefit of all the terms of these Customs 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.

11.2 Except as stated in Clause 11.1, any third party may not enforce, or otherwise have the benefit of, any provision of these Customs Terms or any Agreement.

12 Entire Agreement

12.1 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 12.1 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.

12.2 These Customs 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.

13 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 or the Booking Confirmation.

14. Liability

14.1 Company shall not be liable for any claims, liabilities, losses, damages, costs, delays, attorney fees and/or expenses whatsoever which arise out of or in connection with the request for or the provision of the Services or any Agreement, unless such liability arises as a result of Gross Negligence or the willful misconduct of Company.

14.2 Without prejudice to the generality of Clause 14.1, if:

(a) Company’s provision of the Services is affected, prevented or delayed by:
- (i) any act or omission by Customer or failure by Customer to perform any relevant obligation ("Customer Default"); or
- (ii) any event beyond its reasonable control, including, without limitation, lockouts, strikes or circumstances arising from the threat thereof; acts of God, terrorism, war, hostilities, riots, civil disorder, insurrection, Sanctions, governmental actions (whether informal or formal government acts), pandemic, epidemic or other similar disruptions or interference with trade, marine disaster, fire and or other casualty (“Force Majeure Event”); or
- (iii) any act or omission of a third party, including but not limited to circumstances where the Goods are being presented to, examined, inspected or handled by a Customs Authority or other government authority (“Third Party Acts”), then
  - (A) Company shall not be liable for any costs or losses whatsoever to the extent that such costs or losses are attributable to any Customer Default or any Third Party Acts; and
  - (B) Customer shall reimburse Company on first written demand for any costs or losses sustained or incurred by Company arising directly or indirectly from Customer Default or any Third Party Acts.

14.3 Except as provided in an Agreement and subject to the limitations in this Clause 14, if loss, damage, expense or delay occurs during Company’s provision of the Services, Company assumes no liability as a carrier and is not to be held responsible for any loss, damage, expense or delay to the Goods. When Company carries, stores or otherwise physically handles any Goods, it does so subject to the limitation of liability set forth in this Clause 14.

14.4 Notwithstanding any other provision in these Customs Terms, Company's liability to Customer shall be limited as follows:

(a) Company shall not be liable to Customer for any loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of reputation, loss of market share, loss of use or corruption of software, data or information, loss of damage to goodwill, or any special, statutory, multiple, exemplary, liquidated, punitive, indirect or consequential loss or other extraordinary damage suffered, regardless of:
- (i) whether any such loss or damage was or could have been foreseeable and/or
- (ii) whether or not Company was advised of, or had prior knowledge of the possibility of such loss;

(b) Company's maximum liability to Customer for any and all matters arising out of or in connection with the Services (including but not limited to fines, claims, judgments, settlements, interest, awards, costs or expenses of whatever kind) howsoever arising shall not exceed the lower of (i) the amount of the Company’s Charges in respect of the Services as agreed in relation to which the claim arose; and (ii) 10,000 USD in total aggregate per event or series of events arising from a common cause in the aggregate of any twelve (12) months period commencing from the time of the making of the original error and/or omission. Unless otherwise agreed in writing, Company does not undertake that any Service shall be completed on a specific date or by a particular time. If Company nevertheless is found liable for delay, its liability shall under no circumstances exceed the amount of the Charges in respect of the relevant Service affected by such delay.

14.5 Company shall be discharged from all liability unless:

(a) a notice of any claim is received in writing by Company within fourteen (14) days following the date of the event giving rise to the claim, save where Customer can show that it was impossible to comply with this time limit and that the claim has been made as soon as it was reasonably possible for Customer to do so; and

(b) legal proceedings are commenced in accordance with Clause 14 of these Customs Terms within six (6) months after the date specified in Clause 14.5(a).

14.6 The defences, limits and exclusions of liability and notification of claims and time bar provisions provided for in these Customs Terms shall apply in any action against Company arising out of or in connection with the Services or any Agreement or its termination, and whether the action is founded in contract, tort, breach of express or implied warranty or otherwise and even if the loss or damage arose as a result of negligence, willful misconduct or fundamental breach of contract.

14.7 Company shall under no circumstances be liable for any loss, damage, expense or delay to the Goods for any reason whatsoever when said Goods are in custody, possession or control of Subcontractors or agents of Customer or any third party.

15. Compulsory Legislation and Severability

15.1 If any Compulsory Legislation applies to any element of the Services, these Customs Terms shall, as regards such element of the Services, be read as subject to such Compulsory Legislation and nothing in these Customs 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 Customs 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.

15.2 The terms and conditions of these Customs 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 Customs 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.

16. Governing Law and Jurisdiction

16.1 These Customs Terms and any agreement incorporating these Customs Terms, and any non-contractual matters arising in connection with shall be governed by and interpreted in accordance with English law.

16.2 All contractual or non-contractual disputes arising out of or in connection with these Customs Terms or any agreement incorporating these Customs Terms shall be determined by the English High Court in London, to the exclusion of the jurisdiction of the courts of any other country. Alternatively, and at Company’s sole option, Company may commence proceedings against Customer at any other court of competent jurisdiction.

16.3 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 16 shall be considered to be a non-exclusive jurisdiction clause. Alternatively, and at Company’s sole option, it may commence proceedings against the Customer in any other court of competent jurisdiction.

Chapters