Maersk Project Logistics Terms

1. Application

Any Service performed by Maersk shall be subject to these Maersk Project Logistics Terms (the “Terms”), which shall be deemed to be incorporated into any Agreement.
By requesting or receiving the Services and/or tendering the Goods, the Customer acknowledges, confirms and agrees to be bound by these Terms and warrants that they have read, understood and agree to these Terms.

2. Definitions and interpretation

Capitalised terms in these Terms shall have the following meanings:

“Affiliate” means any entity, directly or indirectly, controlling, controlled by, or under common control by a Party, including (i) any entity under the direct or indirect control of an entity that has the direct or indirect control of the Party, or (ii) any entity under common control by the Party or under common control by an entity under the direct or indirect control of the Party, however in any event always excluding any and all direct or indirect shareholders of A.P. Møller - Mærsk A/S (incorporated and registered in Denmark with company number 22756214 whose registered office is at Esplanaden 50, 1263 Copenhagen K, Denmark) and their respective other direct and indirect subsidiaries and investments.

“Agreement” means a legally binding agreement entered into by the Parties consisting of the provisions of a Price Quote (and Booking confirmation if applicable) and these Terms together, as well as any other document or terms incorporated in any of the aforementioned by reference.

“Applicable Conventions” means any international conventions relevant to the performance of the Services, including, without limitation (i) in the case of ocean carriage, the International Convention for the Safety of Life at Sea (SOLAS), Carriage of Goods by Sea Act (COGSA) and Hague-Visby Rules, (ii) in the case of air carriage, the respective Conventions for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw in 1929 and at Montreal in 1999, and (iii) in the case of carriage by road, the Convention on the Contract for the International Carriage of Goods by Road signed at Geneva in 1956.

“Authority” means any duly constituted legal governmental or administrative entity, which exercises jurisdiction or has authority within any nation, state, municipality, port, or airport.

“Booking” means the conclusion of an Agreement by the issuance of a Booking Request in accordance with Clause 7.

“Booking Confirmation” means a confirmation given by Maersk to the Customer or to an Affiliate of the Customer, confirming and concluding the Agreement on the basis of the Price Quote and any additional specified terms. A Booking Confirmation may be communicated to the Customer in any way which Maersk in its sole discretion shall determine.

“Booking Request” means either (i) an unqualified request for provision of Services submitted to Maersk following issuance of a Price Quote, or (ii) unqualified acceptance of a Price Quote. Such request or acceptance may be made orally, or in writing, or may be deemed to have been made upon the tender of the Goods in respect of which the Price Quote was issued, to the Carrier.

“Cargo Description” means the description of the Goods, as set out in the relevant Price Quote and/or Booking Confirmation.

“Carriage” means the whole or any part of the packing, stuffing, transporting, carriage, loading, unloading, de-stuffing, storing, warehousing, handling and any and all other services whatsoever undertaken by the Carrier in relation to the Goods.

“Carrier” means any party that is responsible for the physical transportation of the Goods.

“Charges” means all freight, costs, fees, expenses, commissions, duties, penalties, surcharges, charges or any other sums whatsoever that are payable to Maersk in respect of the Services and in accordance with the Agreement.

“Customer” means any Person for whom the Maersk 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.).

“Customer Information” includes any records, information, documents or data relevant to the performance of the Services.

“Goods” means the whole or any part of the cargo and any packaging, and any Transport Unit, in respect of which Maersk provides Services.

“Information System" means any computer hardware, computer software, website, portal, communication lines and Information processing technologies operated and/or used by Maersk, the Customer or any third party used in connection with the Services (including any system which sends or receives Information or is otherwise used for Information interchange).

“Instructions” means a statement of the specific requirements received from or on behalf of the Customer, an Authority or any other person entitled to give such a statement.

“Maersk” means the Maersk entity which issues, or is named in, the Price Quote 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.

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

“MCS Terms” means the Terms for Maersk Customs Services, which are available here: https://terms.maersk.com/MCS.

"Party” is a reference to either Maersk, or the Customer being the parties to an Agreement. Collectively, Maersk and the Customer are the “Parties” to an Agreement.

"Person" includes an individual, corporation, or other legal entity.

“Price Quote” means any quotation in writing for the price for the provision of the Services given by Maersk to the Customer or any Affiliate of the Customer, which describes itself as a quote or quotation, incorporates these Terms and which sets out the applicable Rates, and any other specific terms and conditions upon which the quotation is issued and to which the quotation and any acceptance thereof is subject.

“Rates” means the rates applicable to the provision of the Services, as calculated and quoted in the Price Quote and/or the Booking Confirmation (if applicable), subject to any provisions of the relevant Agreement which allow for variation of the Price Quote and/or Rates.

“SDR” means a 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 whole or any part of the physical, management or business process services, or activities of whatsoever nature undertaken by Maersk in respect of, or in relation to the Goods, as described in the Booking Confirmation, which may include but is not limited to:

(i) loading, packing, stuffing, transporting, carriage, unloading, unpacking, de-stuffing, warehousing, storage and any other operations and services of whatsoever nature undertaken by or performed by or on behalf of Maersk in relation to the Goods;

(ii) The provision of any advice to the Customer in relation to logistics services required by the Customer including but not limited to the optimisation of the supply chain and/or customs arrangements and selection of logistics providers;

(iii) Any agency services to be carried out by Maersk for and on behalf of the Customer, including but not limited to selecting logistics providers, negotiating and entering into logistics or services contracts, management of the Customer’s stock, and auditing, reviewing and paying invoices under any services contracts;

(iv) Customs-related services in respect of the Goods; and

(v) Information technology services including maintaining systems of records and access to websites, supply chain and other systems, software and data.

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

“Term” means the period between the date of issuance of a Price Quote or Booking Confirmation (if applicable and whichever is later) and the date upon which the Agreement is stated to expire in the Price Quote or Booking Confirmation (if applicable), or when otherwise terminated in accordance with the terms of the Agreement.

“Transport Document” means any contract of carriage and/or bill of lading, sea waybill, or air waybill or similar transport document (whether issued in paper or electronic form), as the case may be, entered into or issued (as applicable) by Maersk, or by any of Maersk’s Affiliates, and/or by any Carrier pertaining to the Carriage of the Goods, which may include a House Bill of Lading for Ocean or Multimodal Transport

“Transport Unit” means any packing case, pallet, container, flat rack, platform, trailer, transportable tank or other item used for or in connection with the carriage of Goods.

3. Application

(a) All Services provided by Maersk are subject to these Terms. The provisions of clause 5 will apply only to the extent that Maersk provides any of the Services as agent. The provisions of clause 6 will apply only to the extent that Maersk provides any of the Services as principal. The other clauses will apply to all Services regardless of the legal capacity of Maersk.

(b) In the event of any inconsistency between any provisions of:

(i) Any specially negotiated agreement entered into between Maersk and the Customer, incorporating these Terms;

(ii) a relevant Transport Document applicable to the Services;

(iii) these Terms;

(iv) a Price Quote; and

(v) a Booking Confirmation

the provisions of the higher listed document shall take precedence over the lower listed document to the extent of the inconsistency.

4. Legal Capacity

(a) All Services are provided by Maersk as agent, except in the following circumstances where Maersk acts as principal:

(i) to the extent that Maersk expressly agrees in writing to act as a principal;

(ii) where Maersk performs any of the Services but only to the extent that such Services are performed by Maersk itself or its servants and the Goods are in the actual custody or control of Maersk or its servants;

(iii) where a Transport Document is issued in respect of any element of the Services, which provides that Maersk contracts as carrier; or

(iv) where Maersk is held by a court of competent jurisdiction to have acted as principal.

(b) Without prejudice to the generality of clause 4(a):

(i) The:
- (A) charging by Maersk of fixed Charges for any Services;
- (B) consolidation of Goods by Maersk; and/or
- (C) the supply or use by Maersk of its own or leased equipment
- shall not in itself determine or be evidence that Maersk is acting as an agent or a principal in respect of such Services;

(ii) Maersk acts as an agent where Maersk procures a Transport Document between a Person, other than Maersk, and the Customer, including where the Transport Document provides that a member of the Maersk Group contracts as Carrier; and

(iii) Maersk acts in the name of and on behalf of the Customer, and never as a principal, when dealing with Authorities on behalf of the Customer in relation to customs requirements, taxes, licenses, consular documents, certificates of origin, inspection certificates, documentation management, and other similar services.

5. Services as agent

(a) Where and to the extent that Maersk acts as an agent, it has the express authority of the Customer to:

(i) enter into contracts with third parties on the Customer’s behalf as may be necessary or desirable to fulfil the Customer's Instructions, whether such contracts are subject to the trading conditions of such third parties, or otherwise, including any Transport Documents issued by such third parties, and Maersk will sign such contract for and on behalf of the Customer as agent only; and

(ii) do such acts so as to bind the Customer by such contracts.

(b) Where and to the extent that Maersk acts as an agent:

(i) it acts solely on behalf of the Customer in securing contracts with the third parties referred to in clause 5(a)(i) above, so that direct contractual relationships are between the Customer and such third parties; and

(ii) it shall not be liable for the acts and omissions of such third parties.

6. Services as principal

(a) Where and to the extent that Maersk contracts as principal, Maersk shall have the full liberty to perform the Services itself or to subcontract on any terms whatsoever the whole or any part of the Services to any Subcontractors or any member of the Maersk Group (or both).

(b) Unless agreed otherwise in writing, where and to the extent that Maersk contracts as principal, Maersk shall be entitled, with or without notice to the Customer, to perform any Services itself and/or enter into contracts:

(i) for the carriage of Goods (and the provision of any other Services) by any route, means or Person;
(ii) for the carriage of Goods of any description whether containerised or not carry the Goods on or under the deck of any vessel;
(iii) for the storage, packing, transhipment, stuffing, consolidation, deconsolidation, loading, unloading or handling of Goods by any Person at any place whether on shore or afloat and for any length of time; and
(iv) for the carriage of Goods in Transport Units or with other goods of whatever nature; and to do such acts as in the opinion of Maersk may be necessary or incidental to the performance of Maersk’s obligations.

7. Making a Booking, Booking Amendments and Cancellations

(a) Upon receipt of a request for Services from the Customer, Maersk may, at its sole discretion issue a Price Quote.

(b) Unless otherwise stated by Maersk, any Price Quote is:

(i) subject to these Terms and any specific reservations or conditions contained or referred to in the Price Quote;
(ii) provided for information purposes only and are not binding on Maersk unless accepted by the Customer within any time period as may be specified by Maersk;
(iii) subject to withdrawal, variation or cancellation without notice without incurring any liability whatsoever to the Customer; and
(iv) subject to the requirement for publishing and/or filing in accordance with any law, statute, or regulation.

(c) If the Booking Request does not accord with the information which formed the basis of the Price Quote, the Agreement will not be concluded until Maersk has issued a Booking Confirmation or has commenced performance of the Services and Maersk may until that point vary, cancel or withdraw the Price Quote for any reason whatsoever and shall not be liable in any respect of any losses whatsoever and howsoever arising to the Customer from such decision.

(d) Upon Maersk’s written acceptance of a Booking Request:

(i) if the Customer requests an amendment to a Booking, Maersk may, but has no obligation to, accommodate such request. Maersk’s agreement to accommodate any such amendment may be subject to capacity and equipment availability.
(ii) if the Customer cancels a Booking, fails to load any Goods within any specified time limits, or fails to pick up any equipment within any cut-off time for loading (each such occurrence, a Booking Failure):
- (A) the Customer may be required to pay any applicable detention and demurrage charges, deadfreight and any other sums arising from the Booking Failure; and
- (B) No free time will be applicable to any Booking Failure, and detention or demurrage (or both, as applicable) shall be calculated from the time of the equipment pick-up, until the time when any such equipment is returned.

8. Scope of Services

(a) Where Maersk is required to make any payments for and on behalf of a Customer to any third-party logistics providers, then Maersk shall only do so once credited with the amount of the required payment by the Customer without any liability towards the Customer and/or any third-party logistics provider for late payments due to late credit of such amounts.

(b) Where Maersk performs customs clearance as part of the Services (Customs Services), the Customs Services shall be subject to the MCS Terms, which terms shall prevail over these Terms to the extent of any inconsistency

(c) Maersk shall not be obliged to make any declaration for the purposes of any statute, convention or contract as to the nature or value of any Goods or as to any special interest in delivery, unless express written instructions to that effect have been accepted in writing by Maersk.

(d) Maersk may at any time comply or co- operate with the orders or recommendations given by any Authority (including as to the disposition or surrender of any Goods and/or provision of Information about the Services). The responsibility of Maersk in respect of the Services and/or Goods shall cease on the completion of Services or delivery or other disposition of the Goods in accordance with such orders, recommendations, or co-operation.

(e) If at any time, in the opinion of Maersk or its servants, agents or Subcontractors, the performance of Maersk’s obligations is or is likely to be affected by any hindrance, risk, delay, difficulty or disadvantage whatsoever, which cannot be reasonably be avoided, Maersk:

(i) will not be in breach of any Agreement (including but not limited to these Terms), nor liable for damages, delays in performing, or failure to perform, any of its obligations under any Agreement: and
(ii) 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 the Charges and 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 and/or expenses incurred by Maersk in so doing.

(f) If the Customer or any Person acting on its behalf does not take delivery of the Goods or any part thereof at the time and place when and where Maersk is entitled to call upon the Customer to take delivery thereof, Maersk shall be entitled to store the Goods in the open or under cover at the sole risk and expense of the Customer providing that Maersk thereafter takes reasonable steps to bring any such storage to the Customer's attention. Such storage shall constitute delivery of the Goods and the liability of Maersk shall wholly cease.

9. Insurance

(a) Maersk shall not provide any insurance in respect of Goods unless:

(i) it agrees to do so in writing; and
(ii) the Customer has:
- (A) declared the value of the Goods;
- (B) an insurance ad-valorem has been quoted for and the Customer has confirmed expressly in writing that it accepts the quotation, and
- (C) the Customer has put Maersk in credit in respect of any payment required to place such insurance, if Maersk so requests.
- in which case Maersk shall not be under any obligation to effect a separate insurance on the Goods but may declare it on any open or general policy.

(b) If the Customer requests a separate insurance on the Goods and Maersk agrees in writing to affect such separate insurance this will lead to the formation of a separate contract of insurance between the Customer and insurance underwriters which is subject to the conditions and exceptions incorporated into such policy. Insofar as Maersk agrees to effect such separate insurance, Maersk acts solely as agent for the Customer.

(c) Maersk is not liable for any acts, omissions, or decisions of the insurance underwriters of any open or general policy or separate contract of insurance whatsoever, and should the insurance underwriters dispute liability to settle a claim for any reason whatsoever, the Customer shall not have any recourse against Maersk.

10. Parties’ obligations

(a) Maersk will perform the Services with a reasonable degree of care, skill, and judgment.

(b) Without prejudice to any obligation of the Customer laid down in any law or convention, The Customer shall, in a timely manner provide Maersk with (or procure the provision to Maersk of):

(i) lawful, sufficient, and executable instructions; and
(ii) any and all Customer Information, and shall do such acts and things, required by Maersk or necessary in order for Maersk to provide the Services in accordance with the terms of the Agreement.

(c) The Customer acknowledges and agrees that Maersk will rely on the Customer Information and represents and warrants that all such Customer Information shall be accurate and complete in all respects. For the avoidance of doubt, Maersk shall be entitled but under no obligation, to depart from the Customer’s Instructions in any respect if in the reasonable opinion of Maersk there is good reason to do so.

(d) The Customer:

(i) shall review all documents and information which Maersk may prepare in connection with the provision of the Services and immediately inform Maersk of any errors, discrepancies, incorrect statements or omissions that they may contain.
(ii) shall be solely responsible for all information provided to any third party by Maersk relating to any of its Goods or the conduct of its business and affairs.

(e) If the Customer fails to comply with any of its obligations related to the provision of Customer Information, Maersk may prepare and submit any necessary documents and/or information required in connection with the Services on the basis of its reasonable assumptions. In such circumstances Maersk:

(i) shall not be deemed to be aware of the true, complete or correct facts to which its assumptions relate; and
(ii) will not be liable for the consequences in the event that any documents and/or information prepared on the basis of its assumptions are incorrect, misleading or incomplete in any way.

(f) The Customer shall ensure that the Goods are made available for loading, and/or any equipment supplied for Carriage must be picked up by the Customer before the cut off time for loading the Goods, as determined by the loading place, or within any other time frame specified by Maersk at any point.

(g) Where the Customer tenders Goods to a Carrier which do not meet the Cargo Description, Maersk may, at its sole discretion:

(i) cancel the relevant Booking without incurring any liability to the Customer; or
(ii) accept the Goods, and/or
(iii) confirm the Booking, amend the Rates and apply any additional Charges as it determines as necessary.

11. Customer Warranties and undertakings

(a) The Customer warrants that:

(i) it is either the owner of the Goods or the authorised agent of the Person owning or entitled to possession and / or control of the Goods;
(ii) it accepts these Terms not only for itself, but also as authorised agent for and on behalf of any Person owning or entitled to possession and / or control of the Goods;
(iii) the description and particulars of the Goods, are up-to date, complete and accurate, including but not limited to:
- (A) marks, numbers, quantity and weight and/or dimensions;
- (B) details relating to pre-existing or required lashing, protection or storage of the Goods; and
- (C) handling instructions for the Goods including details of the centre of mass and any special precautions required to be taken on lifting, rigging and handling the Goods.
(iv) to the extent applicable, the Goods are properly and sufficiently packed, marked, labelled, stuffed and stowed in a manner appropriate to any operations or transactions affecting the Goods and the characteristics of the Goods;
(v) the Goods tendered for shipment comply with the Carrier-specific packaging requirements;
(vi) the Goods do not include any of the goods listed or notified by Maersk as prohibited or restricted from time to time or any goods prohibited by the law or regulation of any Authority of any country where the Services are provided; and
(vii) neither the provision of the Services nor any payment or other transaction relating to the Services will or might expose Maersk or any of Maersk’s officers, employees, servants, agents or insurers to any sanctions or any other breach of any applicable laws.

(b) Where a Transport Unit is used to carry the Goods, the Customer warrants and/or undertakes that:

(i) the Goods are suitable for carriage in a Transport Unit. The Customer further acknowledges that where the Goods have been pre-loaded in a Transport Unit, neither Maersk nor its sub-contractor shall be obliged to examine the Goods, and Maersk’s receipt of such Transport Unit shall not be construed as an acknowledgement that the Goods contained therein are in a good and complete condition;
(ii) the Transport Unit is suitable and free of defects, except where the Transport Unit has been supplied by or on behalf of Maersk (Maersk Transport Unit);
(iii) If a Maersk Transport Unit is used to carry the Goods, the Customer shall carry out an inspection of the Maersk Transport Unit and notify Maersk in writing within 72 hours of receipt if the Maersk Transport Unit is in an unsuitable and/or defective condition; and
(iv) the Transport Unit is sealed at the commencement of the carriage, except where Maersk has agreed to seal the Transport Unit.

12. Allocation of Capacity, Transit Times, and Modes of Carriage

(a) Unless expressly agreed otherwise between Maersk and the Customer:

(b) Transit times, dates, routes, space and equipment availability, and modes of carriage are stated by Maersk without guarantee. For the avoidance of doubt, if Maersk is unable to or does not accommodate, load or provide equipment or space on any mode of transportation in respect of any quantity of Goods, then Maersk shall not be liable for any losses whatsoever and howsoever incurred by the Customer arising out of or connected to such inability;

(d) Maersk does not promise that the Goods will arrive or be available at the port of discharge or the place of delivery (as applicable) at any particular time.

13. Receipt

(a) Where Goods, Transport Units or vehicles are to be delivered to Maersk’s or its Subcontractor’s premises, they are not received by Maersk until the person delivering them has reported to Maersk’s or its Subcontractor’s reception office or area and Maersk or its Subcontractor has expressly agreed to receive the Goods, Transport Units or vehicles.

(b) Maersk or Subcontractor may refuse to receive or unload the Goods, Transport Units or vehicles at its discretion where it has reasonable cause to do so.

14. Cargo Information

(a) Before the Goods and/or the Transport Unit are loaded onto a vessel, aircraft or vehicle the Customer shall verify to Maersk and/or its nominee in writing the dimensions, weight and any other features of the Goods which Maersk requires to be notified of, including the gross mass of any container, as required by the Applicable Conventions.

(b) If the Customer fails to comply with the verification requirement set out in clause 14 (a) above, Maersk may decline to load any affected Goods and/or shall be entitled to charge the Customer a fee where the Customer’s failure to comply with the verification requirement set out in this clause results in additional costs.

(i) the Services shall exclude:
- (A) any Goods or components of Goods which are or may become dangerous, hazardous, noxious (including radioactive materials), inflammable, explosive or which are or may become liable to damage any property or person (“Dangerous Goods”); and/or
- (B) any Goods that require temperature and/or atmosphere control (“Temperature Controlled Goods”).
(ii) the Customer agrees that it will not deliver Dangerous Goods or Temperature Controlled Goods to any Carrier, or any other person performing Services in connection with an Agreement.

(d) If Maersk agrees to accept:

(i) Dangerous Goods:
- (A) the Customer or someone acting on its behalf, shall give Maersk written notice of the nature of the Dangerous Goods prior to Maersk’s receipt of the Goods. The written notice shall include all information necessary for Maersk to perform its obligations in connection with the Dangerous Goods in accordance with all applicable laws, regulations or requirements (or any combination of the foregoing), including information about the characteristics of the Dangerous Goods, the appropriate manner and method of storage, handling and transportation of the Dangerous Goods.
- (B) The Dangerous Goods must be distinctly marked on the outside so as to indicate the nature and characteristics of the Dangerous Goods and so as to comply with all applicable laws, regulations and requirements.
- (C) The Customer agrees to pay any additional Charges that may apply to the handling of Dangerous Goods.
(ii) Temperature Controlled Goods:
- (A) the Customer or someone acting on its behalf, shall notify Maersk in writing of all necessary information relating to the nature of the Temperature Controlled Goods prior to Maersk’s receipt of the Goods, including but not be limited to the particular temperature and/or atmosphere to be set, and the appropriate manner and method of storage, handling and transportation of the Temperature Controlled Goods;
- (B) In the case of a temperature and/or atmosphere controlled Transport Unit stuffed or loaded by or on behalf of the Customer, the Customer shall undertake that:
  - (I) the Transport Unit and Goods have been properly pre-cooled, pre-heated or otherwise prepared as appropriate;
  - (II) the Goods have been properly stuffed or loaded in the Transport Unit; and
  - (III) the Transport Unit’s thermostatic or other controls have been properly set and checked by or on behalf of the Customer.
    
    If the above requirements are not complied with, Maersk shall not be liable for any loss of or damage to the Goods caused by such non- compliance.
- (C) The Customer agrees to pay any additional Charges that may apply to the handling of Temperature Controlled Goods.

(e) Dangerous Goods or Temperature Controlled Goods which have been tendered to a Carrier in breach of 14(d), or which in the reasonable opinion of the Carrier constitute a risk to other goods, property, life or health, may, at the sole discretion of the Carrier, and without notice to the Customer, be destroyed or otherwise dealt with at the Customer’s expense and risk, without any liability to Maersk.

(f) If any of the Goods are likely to taint or affect other goods, or liable to cause contamination, soiling and remedial cleaning expenses to be incurred, or likely to harbour or encourage vermin or other pests, they may, without notice to the Customer, be destroyed or otherwise dealt with at the expense and risk of the Customer and without liability to Maersk.

15. Rates and Charges

(a) The Rates:

(i) shall remain valid for the duration set out in the Agreement or otherwise specified in the Rates as applicable for the specific project; and
(ii) may be subject to change (including but not limited to changes arising from the imposition of new or additional surcharge(s)) resulting from any cause outside of Maersk’s reasonable control;

(b) Maersk shall notify the Customer in writing of any proposed changes in Rates pursuant to clause 15(a)(ii) (Change Notice), and the Customer will be deemed to have accepted such changes by:

(i) providing Maersk with written confirmation of its acceptance; or
(ii) tendering any Goods to Maersk after the date on which the Change Notice is issued.

16. Payments

(a) Subject to any specific payment terms agreed between the Parties in writing, the Customer shall pay to Maersk, in cash or as otherwise agreed, all Charges immediately when due, in the currency of the invoice, without deduction or deferment on account of any claim, counterclaim or set-off.

(b) Payment of any Charges shall not be effective until the amount of the payment is unconditionally and irrevocably transferred to Maersk and at its effective disposal in cleared funds.

(c) With Maersk’s prior written consent, the Customer may appoint a third party to settle Charges on its behalf (a “Payment Agent”). This Clause 16 shall apply to any Payment Agent. The Customer shall remain responsible for payment of any Charges. The Customer agrees and undertakes to indemnify, defend and hold Maersk harmless for all Charges in the event of default, claim or non-payment by any Payment Agent.

(d) Where Charges are payable based on particulars furnished by the Customer, if such particulars are incorrect, the Customer shall be liable for the correct Charges, as well as any expenses incurred in connection with such correction, including examining, weighing, measuring or valuing the Goods.

(e) Payment of Charges to any party other than Maersk shall not be deemed payment to Maersk, and shall be made at the Customer’s own risk.

(f) No credit is granted to the Customer unless expressly agreed in writing by Maersk in a separate credit agreement.

(g) Maersk shall be entitled to retain and be paid all brokerages, commissions, allowances and other remuneration customarily retained by or paid to service providers or freight forwarders.

17. Disputed Invoices

(a) If the Customer believes that there is any discrepancy in any invoice raised by Maersk, the Customer must raise this discrepancy with Maersk in writing within three calendar days from the date of the disputed invoice. The invoice raised shall be deemed to be valid, undisputed and correct unless the Customer raises any dispute within the above thirty calendar day period.

(b) Any undisputed part of an invoice must be settled in accordance with these Terms or any other specific provision of the Agreement. A disputed part of an invoice is exempted from the standard payment terms until the dispute has been settled. Once the dispute is resolved, payment, as applicable, must be made in accordance with the original due date.

18. Outstanding Invoices

If the Customer or its Affiliates do not settle outstanding amounts by the due date, Maersk reserves the right to take any or all of the following actions:

(a) Withhold original documents including Transport Documents or Goods in Maersk’s possession or control (or both) until all overdue Charges, including collection and reminder fees and expenses, are settled;

(b) Suspend or terminate the provision of any credit that Maersk has granted to the Customer, howsoever arising;

(d) Stop providing or arranging Services;

(e) Apply automatically and without prior notice a fixed charge on the outstanding overdue amounts;

(f) Apply on any outstanding sum interest 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 attorneys’ fees and expenses incurred in collecting any sums due; and

(g) Commence collection proceedings, in which case any related costs, expenses and fees shall be payable by the Customer.

19. Taxation

(a) The following definitions shall apply to the Agreement:

(i) “Tax or Taxes” means any public imposition including, but not limited to, federal, state and local taxes, public duties and levies, capital gains tax, freight taxes, surtax, excise tax, transfer tax, stamp tax, business tax, withholding taxes, customs duties, and any similar public impositions imposed, assessed or collected by or under the authority of any governmental body (whether Federal, State, Cantonal, Municipal or Local body). Tax includes any fine, penalty, interest, and any kind of additional or incidental payments related thereto.
(ii) “VAT” means value added tax, goods and services tax, turnover tax, sales tax, use tax, and any similar tax. VAT includes any fine, penalty, interest, and any kind of additional or incidental payments related thereto.

(b) Except as otherwise stated:

(i) The Charges payable pursuant to the Agreement exclude VAT and Taxes payable in respect of or in connection with the Services to be provided pursuant to the Agreement. Such sums shall be paid without deduction/withholding, unless required by law and provided documentation relating to the deduction/withholding (or its remission to the relevant authority) is provided within ten business days (or as required by law) to enable the relevant Maersk entity to obtain any available credit for that amount. If such documentation is not provided, then the deducted/withheld amount shall be regarded as unpaid.
(ii) Where, pursuant to the Agreement, a party (the “Supplier”) makes a supply to another party (the “Recipient”) and the Supplier is required to account for VAT in respect of that supply, the Recipient shall, subject to receiving a valid VAT invoice, pay the Supplier an amount equal to such VAT in addition to the consideration for that supply.
(iii) Each Party shall pay all Taxes properly and lawfully assessed or imposed on its by competent authorities relating to the Agreement or the transactions contemplated herein and shall indemnify and keep indemnified the other party against all liabilities, claims or proceedings resulting from failure to pay such Taxes.
(iv) Each Party shall seek to obtain, and each party shall provide reasonable assistance to the other with obtaining, any exemption or relief from Taxes or deductions/withholding which is available to the Parties.

(c) Maersk may at any time change the Charges to be paid pursuant to the Agreement to reflect any change in the cost of providing services pursuant to the Agreement resulting from any change in the manner or rate of taxation, law or regulatory requirement.

20. Joint & Several Liability

The Customer, Affiliates of the Customer named in the Price Quote, Booking Request or Booking Confirmation, and any of the Customer’s or Affiliates’ (as aforementioned) parent companies shall be jointly and severally liable for the performance by the Customer of the Agreement and these Terms, any obligations or liabilities arising from any services provided pursuant to the Agreement, and any losses to Maersk caused by non-performance or breach of the Agreement or these Terms.

21. Liability and Indemnity

(a) The Customer shall defend, indemnify and hold harmless Maersk and its subcontractors and any of its Affiliates against all liabilities, losses, damages, costs (including the costs of investigating and defending any claims), expenses, awards and fines of whatever nature and howsoever assumed, invoked, suffered, or arising from or out of:

(i) the nature of the Goods;
(ii) Maersk acting in accordance with the Customer’s instructions;
(iii) any breach of any of the warranties or undertakings given or obligations undertaken by the Customer under the Agreement;
(iv) any act or omission of the Customer; and
(v) any duties, taxes, imposts, levies, deposits and outlays of whatsoever nature levied by any authority in respect of the Goods or performance of the Agreement, and for all liabilities, payments, fines, costs, expenses, loss and damage sustained by Maersk in connection therewith, unless caused by Maersk’s negligence.

(b) Maersk excludes all liability whatsoever and howsoever arising under or in connection with the Agreement and these Terms to the fullest extent permitted by law, save in respect of liability arising from Maersk’s negligence or wilful misconduct, or that of its servants, agents or subcontractors.

(i) the limit prescribed in any relevant Transport Document; or
(ii) if no such limits are prescribed, or if a Transport Document has not been issued, the cap on liability as described below
- (A) In relation to claims for loss of or damage to the Goods, Maersk’s liability howsoever arising and, notwithstanding that the cause of the loss or damage be unexplained, shall not exceed the lower of:
  - (I) the value of the relevant Goods;
  - (II) the reasonable cost of repair in the case of damage; or
  - (III) 2 SDR per kg of the relevant Goods,
  - provided always that Maersk’s liability under this clause shall not exceed a maximum of 75,000 SDR per event or events arising from a common cause.
- (B) In relation to claims for loss or damage to or other property owned or leased by the Customer (including any Transport Unit, Vehicles or premises), Maersk’s liability shall not exceed the lower of:
  - (I) the value of such property;
  - (II) the reasonable cost of repair in the case of damage; or
  - (III) 75,000 SDR in aggregate per event or events arising from a common cause
- (C) In relation to claims for delivery of the Goods to an incorrect Person or destination, the Maersk's liability howsoever arising shall not exceed the cost of carriage of the Goods to the correct destination by the originally contemplated mode of carriage.
- (D) In relation to all other claims arising out of or in relation to the Services or the Goods, the Maersk's liability howsoever arising shall not exceed the lower of:
  - (I) the amount of the Maersk’s Charges in respect of the Services in relation to which the claim arose; and
  - (II) 75,000 SDR in aggregate per event or events arising from a common cause.
- (E) If, notwithstanding clause 12, Maersk is nevertheless found liable for delay, its liability shall in no circumstances exceed fifty percent (50%) of the amount of Maersk’s Charges in respect of the relevant Service(s) in relation to which the claim arose.

(d) Maersk shall not be liable to the Customer for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill (in each case whether direct or indirect), or any indirect or consequential loss.

(e) The Customer is advised to obtain appropriate insurance cover at its own cost if the Customer considers the limits of liability set out in these Conditions to be inadequate.

(f) The defences, exclusions and limits of liability provided for by these Terms shall apply in any action whether such action be founded in contract, tort, bailment, breach of express or implied warranty, negligence, wilful misconduct or otherwise.

(g) Nothing in these Terms shall exclude or limit Maersk’s liability for death or personal injury caused by its negligence, fraudulent misrepresentation or any other act or omission for which liability may not lawfully be excluded or limited.

(h) Without prejudice to the foregoing, all such Affiliates, subcontractors, agents, employees or servants, together with all their respective subcontractors, employees, directors, officers and agents ("Relevant Third Parties") shall have the benefit of all provisions herein, as if such provisions were expressly for their benefit. In entering into the Agreement, Maersk does so (to the extent of such provisions) not only on Maersk’s own behalf, but also as agent and trustee for Relevant Third Parties.

22. Valuation

(a) For the purposes of clause 21:

(i) the value of Goods is the ex works invoice value plus freight and insurance if paid, plus any customs duty or tax incurred on the Goods in respect of their carriage and not recoverable from any Authority;
(ii) if there is no ex-works invoice value for the Goods, compensation shall be calculated by reference to the value of such Goods at the place and time when they are delivered in accordance with the Customer’s Instructions or should have been so delivered. The value of the Goods shall be fixed according to the current market price, or, if there be no commodity exchange price or current market price, by reference to the normal value of goods of the same kind and quality.
(iii) the value of the Customer’s property (other than Goods) is:
- (A) if leased by the Customer, its lease value or
- (B) if owned by the Customer, its market value at the place where the loss or damage occurred.

(b) By special arrangement in writing made between the Maersk and the Customer and subject to payment of additional charges, higher value may be claimed from Maersk not exceeding the value of the Goods or the agreed value, whichever is the lesser.

23. Compulsory Legislation

(a) In the event of loss of or damage to Goods or delay in the performance of the Services, Maersk’s liability in respect of the same shall be determined and limited in accordance with the provisions of clause 21 unless an international convention or national law applies compulsorily to any element of the Services and cannot be waived or modified ("Compulsory Legislation"), in which case the liability of Maersk in relation to that element of the Services will be determined and limited in accordance with the provisions of such Compulsory Legislation.

(b) 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 Maersk 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.

24. Lien

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 Maersk under the Agreement and for general average and salvage contributions to whomsoever due.. Maersk shall also have a lien against the Customer on any Goods for all sums due by the Customer to Maersk under any other contract whether or not related to the Agreement. Maersk may exercise its lien at any time and any place in its sole discretion, whether the Agreement has terminated or not. In any event any lien shall extend to cover the cost of recovering any sums due, and for that purpose Maersk shall have the right to sell the Customer’s Goods by public auction or private treaty, without notice to the Customer. Maersk’s lien shall survive the termination or expiration of the Agreement, whichever is applicable.

25. Termination

(a) Maersk shall be entitled at any time to terminate wholly or in part, the Agreement and/or any Services provided thereunder for convenience without cause, by giving the Customer fifteen days’ prior written notice.

(b) The termination rights provided for in this clause 25 are without prejudice to the accrued rights and liabilities of the Parties as at termination and the continuation of any provision intended to survive termination.

26. Sanctions

(a) The Customer represents and warrants that it has complied with all applicable laws, rules and regulations, including the export laws and government regulations of any country to, from, or through which the Goods may be carried.

(b) With respect to any Services performed by Maersk, the Customer shall be responsible for and the Customer warrants compliance with all applicable laws, rules and regulations, including, but not limited to, the sanctions laws of the European Union, United States, any sanctions as promulgated by the United Nations Security Council and of any country to, from or through which the Goods may be carried, and the export control laws of any country to, from or through which the Goods may be carried.

(c) The Customer warrants that it has obtained all necessary export, re-export, and/or import licenses or permits. Unless otherwise agreed to the contrary, the Customer warrants that Maersk is not required to obtain any special license or permit in connection with Maersk’s performance hereunder.

(d) The Customer warrants that it or any party that the Customer endorses any Transport Document to is not a party subject to any prohibition or restriction pursuant to the sanctions laws of the European Union, United States, any sanctions as promulgated by the United Nations Security Council and of any country to, from or through which the Goods may be carried, including any party identified on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or any other list of prohibited or denied parties maintained by the European Union, United States, United Nations Security Council or any other country. The Customer also warrants that the Goods are not intended to be used in the design, development or production of nuclear, chemical or biological weapons or in violation of the arms control laws of any country to, from or through which the Goods may be carried. The Customer shall indemnify and hold Maersk and any of its Affiliates harmless to the full extent of any loss, damage, cost, expense, or liability to any person or governmental authority including lost profits, attorney’s fees and court costs for any failure or alleged failure of the Customer to comply with any applicable export and import laws and regulations of any country.

(e) The Customer agrees that Maersk may refuse to perform any Services whatsoever, take any action available to Maersk under the applicable Transport Document(s) or return any cargo carried pursuant to the Agreement to the place or port of loading at full cost to the Customer in the event of any risk that the Customer is in violation of the provisions of this clause.

(f) Maersk assumes no liability to the Customer or any other person for any loss or expense arising from the Customer’s failure to comply with the provisions of this clause.

27. Information

Information, in whatever form or manner it may be given, is provided by Maersk:

(a) in good faith, but is not held out to be, nor to be taken as guaranteed, complete, accurate or timely, and no warranty, representation or undertaking whatsoever is given in respect of any information;

(b) for the Customer only, and the Customer shall defend, indemnify and hold Maersk harmless for any liability, loss, damage, cost or expense arising out of any other person relying on such information.

28. Information Systems and Electronic Data Interchange

(a) The Parties may agree in a separate agreement to enable electronic exchange of information via their or a third-party’s information System.

(b) Unless otherwise expressly agreed in writing, Maersk shall not be liable for and the Customer shall indemnify Maersk in respect of any loss, damage, cost or expense arising out of or in connection with Maersk:

(i) entering or sending incorrect information (or failing to enter or send information) to the Customer’s or any third party’s information Systems;
(ii) using, damaging, corrupting, losing or disclosing the Customer’s or any third party’s information or information System; or
(iii) using the Customer’s or a third party’s information System that is defective or malfunctioning.

(c) Except as set out in these Terms, Maersk shall have no liability whatsoever in respect of any Information System or Information howsoever arising. Any representation, statement, warranty or other undertaking whether made orally or written elsewhere made in respect of any Information System or Information and which is not fully reflected in these Terms is hereby excluded (including where such representations or statements were made negligently); provided always that this clause shall not exclude or limit any liability or any right which any party may have in respect of precontractual 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.

29. Assignment and Sub-Contracting

(a) The Customer may only assign any or all of its rights under the Agreement, or novate the Agreement, with Maersk’s prior written consent.

(b) Maersk may assign or novate the Agreement, including any or all of Maersk’s rights and/or liabilities under the Agreement to any Affiliate by giving public notice or informing the Customer in any other way whatsoever.

(c) Maersk shall be entitled to sub-contract on any terms whatsoever the whole or any part of any Services that Maersk may provide pursuant to the Agreement.

30. Confidentiality

(a) All information provided or obtained in connection with the negotiation or performance of the Agreement or these Terms is and shall remain confidential and not be disclosed without the prior written consent of the other Party. The Parties shall use reasonable endeavours to ensure that such information shall not be disclosed to any third party by any of their sub-contractors, employees and agents. This clause 30 shall not apply to any information or data that has already been published, is in the public domain or otherwise is or has come into the other party's possession lawfully, including production data created or derived in the performance of the Agreement. All information and data provided by a Party is and shall remain the property of that Party.

(b) The Agreement may be disclosed to third parties, to the extent required by law, or by request of a competent government entity, agency, court or tribunal thereof, or as otherwise necessary to comply with governmental requirements or as agreed between the Parties.

(i) any of its Affiliates as necessary for the performance of the Agreement;
(ii) any of its Affiliates who agree to be bound by the same confidentiality provisions;
(iii) any of its sub-contractors, agents, employees or any other person for the performance of the Agreement; or
(iv) any other person for the purpose of collecting outstanding Charges payable under the Agreement.

31. Time Bar

(a) Maersk shall be discharged of all liability unless:

(i) Notice of any claim is received in writing by Maersk or its authorized agent within fourteen (14) days after the date specified in sub-clause (b) below, except where the 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 the Customer to do so; and
(ii) Suit is brought in the proper forum as specified in clause 37 below and written notice thereof received by the Maersk within 9 months after the date specified in sub-clause (b) below.

(b) For the purposes of clause 31(a), the relevant date shall be:

(i) For any disputes relating to the loss of or damage to any Goods carried by Maersk, the date of delivery of the Goods;
(ii) In the case of delay or carriage of the Goods to the incorrect destination, the planned date of delivery (if Maersk advised the Customer of such a date).
(iii) In any other case, the date of the event giving rise to the claim.

(c) Any claim which does not comply with the provisions of this clause 31 shall be deemed to be waived and absolutely barred.

32. Entire Agreement

The Agreement and any other terms expressly incorporated into or prescribed by the Agreement and these Terms shall apply to any Services rendered under the Agreement, and represents the entire agreement of the Parties which supersedes all prior agreements, representations, and understandings of the Parties and which may not be modified except by written amendment signed by both Parties.

33. Severability

The terms and conditions of these Terms and 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.

34. No Waiver

Any failure by either Party in exercising any right, power or privilege under the Agreement shall not constitute a waiver, nor shall any single or partial exercise preclude any further exercise of any such right, power or privilege.

35. General Average and salvage

The Customer shall defend, indemnify and hold harmless Maersk in respect of any claims for General Average or salvage contribution that may be made on Maersk, irrespective of whether the Charges are pre-paid or not. The Customer shall provide such security as may be required by Maersk for General Average or salvage contributions promptly and in a form acceptable to Maersk

36. Amendments

Maersk may unilaterally amend these Terms at any time by publishing the amendments on Maersk’s website. All contracts concluded by Maersk and the Customer after such publication shall be subject to the amended Terms.

37. Jurisdiction and Choice of Law

These Terms, the Agreement and any non-contractual matters arising in connection with these Terms or the Agreement shall be governed by and construed in accordance with English law and any and all disputes arising under or in connection with the Agreement, shall be determined by the English High Court of Justice in London to the exclusion of the jurisdiction of the courts of any other country. If any law or convention is deemed to be mandatorily applicable to (part of) the Services, which does not allow for an exclusive jurisdiction clause, this clause 37 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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