MEDLOG STANDARD TRADING TERMS & CONDITIONS
PART I: GENERAL CONDITIONS
Headings of clauses are for indicative purposes only.
1. In these Conditions, the following words shall have the following meanings attributed to them:
(A) “Company” is Med Logistics (Malta) Ltd. trading under these Conditions;
(B) “Customer” means any person at whose request or on whose behalf the Company undertakes any business and provides services;
(C) “Owner” includes the owner, shipper and consignee of the Goods and any other person who is or may become interested in the Goods;
(D) “person” includes natural person or corporation or company or any other legal entity;
(E) “Authority” is a constituted legal or administrative person, acting within its legal powers within any state, town, port or airport;
(F) “Goods” includes the whole or any part of the cargo and any packages received from the Customer and includes any container not supplied by or on behalf of the Company, in respect of which the Company provides services;
(G) “Container” includes any container, trailer, transportable tank, flat, pallet or any similar article of transport used to consolidate Goods and any equipment thereof or connected thereto;
(H) “Dangerous Goods” includes goods which are or may become of a dangerous, inflammable or damaging nature;
(I) “Hague-Visby Rules” means the provisions of the International Convention for the Unification of Certain Rules of Law relating to Bills of Lading signed at Brussels on 25 August 1924 ("the Hague Rules") as amended by the Protocol signed at Brussels on 23 February 1968 ("the Hague-Visby Rules");
(J) “Instructions” means a statement of the Customer’s requirements;
(K) “Combined transport” arises if the place of receipt and/or the place of delivery is/are indicated on the front of a document bearing a title of or including “bill of lading” or “waybill” in the relevant spaces;
(L) “Port to Port shipment” arises if the carriage called for by a document bearing a title of or including “bill of lading” or “waybill” is not a combined transport;
(M) “SDR” refers to a Special Drawing Right and it shall be as defined by the International Monetary Fund. The value of a SDR shall be calculated as at the date when settlement is agreed or judgement.
2. (A) All services of the Company in the course of business whether gratuitous or not are subject to the following provisions:
(i) The provisions of Part I of these Conditions shall apply to all such services;
(ii) the provisions of Part II of these Conditions shall only apply to the extent that such services are provided by the Company as carrier;
(iii) the provisions of Part III of these Conditions shall only apply to the extent that such services are provided by the Company as agent.
(B) Every variation, cancellation or waiver of these Conditions must be made in writing and signed by a Director of the Company.
3. The Company acts as carrier if:
(A) a document bearing a title of or including “bill of lading” (whether or not negotiable), or “waybill” is issued by or on behalf of the Company and provides that the Company acts as carrier in respect of a Port to Port shipment or a Combined Transport as evidenced on the front of the said document in the relevant spaces , or
(B) to the extent that the Company expressly have agreed in writing to act as a carrier, or
(C) to the extent that the Company has been held by a Court of law to have acted as carrier.
4. Without prejudice to the generality of clause 3 above:
(A) where the Company charges a fixed price for a service or services of whatsoever nature, such a circumstance shall not in itself determine or be evidence that the Company is acting as an agent or a carrier in respect of such services;
(B) where the Company is supplying of its own or leased equipment, such circumstance shall not in itself determine or be evidence that the Company is acting as an agent or as carrier in respect of any carriage, handling or storage of Goods;
(C) the Company acts as an agent if the bill of lading or other document of carriage furnish evidence of a contract of carriage between a person, other than the Company, and the Customer or Owner;
(D) where the Company provides services in connection to customs requirements, taxes, licenses, certificates of origin, inspection, certificates and other similar services.
PART II: COMPANY AS CARRIER
5. To the extent that the Company contracts as carrier, the provisions set out in the document bearing a title of or including “bill of lading” (whether or not negotiable), or “waybill” issued by or on behalf of the Company, shall apply to the contract of carriage evidenced by the said document.
6. The MEDLOG 2009 Terms and Conditions set out in the document bearing a title of or including “bill of lading” (whether or not negotiable), or “waybill” issued by or on behalf of the Company are incorporated in these provisions of Part II.
PART III: COMPANY AS AGENT
7. When the Company acts as an agent it has the Customer’s authority to enter into all and any contracts on the Customer's behalf and to do such acts in all respects so as to bind the Customer by such contracts as may be necessary or convenient to fulfil the Customer’s instructions.
8. (A) To the extent that the Company acts as an agent, the Company does not make any contract with the Customer for the handling, carriage or storage of the Goods nor for any other physical service in connection to them and acts solely on behalf of the Customer in securing such services by establishing contracts with third parties so that direct contractual relationships are established between the Customer and such third parties.
(B) The Company shall not be liable for any act and omission of such third parties in connection to in sub-clause 8. (A) above.
(C) Except to the extent caused by the Company’s negligence, the Customer shall defend, hold harmless and indemnify the Company against any liability, damage, loss, costs or expenses arising out of any contract made in realizing the Customer’s instructions in connection to sub-clause 8. (A) above.
9. (A) No insurance will be effected except upon express instructions given in advance in writing by the Customer and accepted in writing by the Company and all insurances effected by the Company are subject to the usual exceptions and conditions of the policies of the insurers or underwriters taking the risk.
(B) If the Company agrees to effect insurance, the Company is an agent in respect of effecting insurance.
(C) Unless otherwise agreed in writing, the Company shall not be under any obligation to effect a separate insurance on the Goods, but may declare it on any open or general policy.
(D) In so far the Company agrees to effect insurance, if the Customer fails to clearly state the risks against which the Goods have to be covered, the Goods will be covered against ordinary risks only.
(E) Should the insurers dispute their liability for whatever reason, the insured shall have recourse against the insurers only and the Company shall not be under any responsibility or liability whatsoever in connection thereto.
The Customer’s obligations and responsibilities
10. The Customer is obliged to provide the Company with the description and particulars concerning the Goods and warrants that the description and particulars relating to the Goods or information furnished are complete and correct.
11. The Customer warrants that he is either the Owner or has the authority of the Owner of the Goods and also that he agrees to the terms hereof not only for himself but also as agent for and on behalf of the Owner of the Goods.
12. The Customer warrants to be competent and to have reasonable knowledge of matters affecting the conduct of its business.
13. The Customer warrants that all Goods are properly packed, stowed, labelled and marked and that preparation, packing, stowage, labelling and marking are appropriate to any operations affecting the Goods and the characteristics of the Goods except where the Company has accepted instructions in respect of such services.
14. The Customer warrants that all Goods are lawful Goods.
15. The Customer warrants that where the Company receives the Goods from the Customer already stowed in a Container, such a Container is in good conditions, suitable for the transportation of the Goods and contains no drug, contraband or other illegal substances or stowaways.
Special Instructions and Services
16. (A) No Goods which are or may become dangerous, inflammable or damaging (including radio-active materials), or which are or may become liable to damage any property whatsoever, shall be tendered to the Company for transportation without prior written notice of their full and true particulars and the Company’s express consent in writing, and without the Container or other covering in which the Goods are to be carried as well as the Goods themselves being distinctly marked on the outside so as to indicate the nature and character of any such Goods and so as to comply with any applicable laws, regulations or requirements. If any such Goods are delivered to the Company without such written consent and/or marking or if in the opinion of the Company the Goods are or are liable to become of a dangerous, inflammable or damaging nature, they may at any time be destroyed, disposed of, abandoned or rendered harmless at the expense of the Customer or Owner.
(B) The Customer undertakes that such Goods are packed in a manner adequate to withstand the risks of transportation having regard to their nature and in compliance with all laws or regulations which may be applicable during the transportation.
(C) Whether or not the Customer was aware of the nature of the Goods the Customer shall be fully liable and shall defend, hold harmless and indemnify the Company against all claims, losses, personal injuries, deaths, damages, costs or expenses including fines and penalties arising in consequence of the transportation of such Goods and/or in consequence of any breach of the provisions of this clause.
(D) Nothing contained in this clause shall deprive the Company of any of his rights provided for elsewhere.
17. In case the Customer is furnished with Containers by the Company, the Customer shall inspect them before packing/loading and stuffing into Containers or loading on trailers and/or vehicles or using other means of transportation shall be conclusive evidence that the Customer inspected the Containers furnished by the Company and was satisfied that same were suitable for the transportation of the Goods.
18. The Customer undertakes not to tender for transportation any Goods which require refrigeration without previously giving written notice of their nature and particular temperature range to be maintained and, in case of refrigerated Container packed by it or on his behalf, the Customer further undertakes that:
(i) the Container has been properly pre-cooled or preheated as appropriate,
(ii) the Goods have been properly stowed in the Container, and
(iii) its thermostatic controls have been adequately set by him before delivery of the Goods to the Company.
19. (A) Unless otherwise previously agreed in writing, instructions relating to the delivery of Goods against payment or against surrender of a particular document shall be in writing.
(B) The liability of the Company resulting from such instructions relating to the delivery or release of the Goods shall not exceed that one provided for in respect of mis-delivery of Goods.
20. Except under special arrangements previously agreed in writing that the Goods shall depart or arrive by a specific date, the Company accepts no responsibility for departure or arrival dates of Goods, whether or not any such delay is caused by the negligence of the Company and/or his servants or agents and the Company shall in no circumstances whatsoever and howsoever arising be liable for direct, indirect or consequential loss or damage caused by delay.
Liberties and Rights of the Company
21. (A) Except otherwise previously agreed in writing, the Company shall be entitled, at any time and without notice to the Customer, enter into contracts on behalf of itself or of the Customer: (i) for the storage, packing, unpacking, loading, unloading or handling of Goods by any person and at any place and for any length of time, (ii) for the carriage or storage of Goods in Containers or with other goods of whatsoever nature and characteristics, (iii) for the carriage of Goods by any route, means or person, (iv) for the carriage of Goods of any description whether containerised or not on or under the deck of any vessel, (v) for the performance of its obligations, (vi) and to do such acts as in the opinion of the Company may be necessary or convenient to the performance of its obligations.
22. The Company may, at any time and without notice to the Customer, draw away from the Customer’s instructions in any respect if the Company deems that that it is convenient to do so in the Customer’s interest and it shall not thereby incur any additional liability.
23. The Company may at any time comply with any orders or recommendations given by any Authority or any person or body acting or purporting to act as or on behalf of such Authority. The responsibility of the Company in respect of the Goods shall cease on the delivery or other disposition of the Goods in compliance with such orders or recommendations. If by order of any Authority at any place, a Container has to be opened for the goods to be inspected, the Company will not be liable for any loss or damage incurred as a result of any opening, unpacking, inspection or repacking. The Company shall be entitled to recover the costs or expenses of such opening, unpacking, inspection or repacking from the Customer.
24. If at any time the performance of Company’s obligations is or is likely to be affected by any hindrance, risk, delay, difficulty or disadvantage of any kind and howsoever arising, the Company may, on giving notice to the Customer or Owner or without notice where it is not reasonably possible to give such notice, treats the performance of its obligations as terminated, abandons the Goods and places the Goods at the Customer’s disposal at any place or port which the Company may deem safe and convenient and whereupon the responsibility of the Company in respect of such Goods shall cease. The Customer shall be responsible for any additional costs of the carriage to, and delivery and storage at such place or port and all other expenses incurred by the Company.
25. If the delivery of the Goods or any part of them is not promptly taken by the Customer or Owner, the Company shall be entitled, without notice to the Customer, to unpack the Goods if packed in Containers and/or to store the Goods in the open or under cover, at the sole risk and costs of the Customer whereupon the responsibility of the Company in respect of such Goods stored as aforesaid shall wholly cease.
26. Notwithstanding clauses 24 and 25 above,
(i) if in the opinion of the Company the Goods or any part of them cannot be delivered as instructed, the Company may, on giving notice to the Customer, store the Goods at Customer’s expenses, or, sell or dispose of such Goods at Customer’s expenses if the Goods are subject to deterioration,
(ii) if in the opinion of the Company the Goods or any part of them are likely to deteriorate, decay, become worthless, the Company may, without prejudice to any other rights which the Company may have against the Customer, on giving notice to the Customer and without any responsibility whatsoever attaching to the Company, sell or dispose of such Goods.
27. The Company shall have the right to enforce jointly and severally against the Customer and the Owner any liability of the Customer under these Conditions or to recover from them all sums due from the Customer.
28. (A) If a Container has not been packed nor stuffed by or on behalf of the Company, the Company shall not be liable for loss of or for damage to the Goods caused by: the manner in which the Container has been packed or stuffed, or the unsuitability of the Goods for carriage in Container, or the unsuitability or defective condition of the Container provided that where the Container has been supplied by or on behalf of the Company this unsuitability or defective condition arose without any want of due diligence on the part of the Company or would have been apparent upon reasonable inspection by the Customer or Owner at or prior to the time when the container was packed.
(B) The Customer shall defend, hold harmless and indemnify the Company against any loss, damage, liability or expense whatsoever and howsoever arising caused by one or more of the matters referred to sub-clause 28. (A).
29. (A) Where the Company is instructed to furnish a Container, in the absence of a written request to the contrary, the Company is not obliged to provide a Container of any specific type.
(B) In case the Customer is furnished with Containers by the Company, the Customer shall inspect them before packing, loading and stuffing into Containers or loading on trailers and/or vehicles or using other means of transportation shall be conclusive evidence that the Customer inspected the Containers furnished by the Company and was satisfied that same were suitable for the carriage of the Goods.
30. The Customer shall pay to the Company in cash, or otherwise agreed, all sums when due, immediately and without any set-off, counter-claim or deduction.
31. When the Company is instructed to collect freight, duties, charges or other expenses from any person other than the Customer, if such a person does not pay for the same, the Company shall be entitled to obtain prompt payment from the Customer.
32. The Company shall be entitled to interest on all sums due to the Company, calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1988.
33. The persons falling within the definition of Customer shall be jointly and severally liable for the sums due to the Company in connection to the services provided by the Company.
General Liability and Limitation
34. The Company shall not be liable for any loss of or damage to the Goods whatsoever caused by:
(a) compliance with the instructions provided to the Company by the Customer, Owner or any other person entitled to provide them;
(b) insufficiency of the packing of the Goods unless such service has been made by the Company;
(c) handling, loading, stowage or unloading of the Goods by the Customer or Owner or any person acting on their behalf;
(d) strikes, lockouts, riots, civil commotions, stoppage or restraint of labour from whatsoever cause;
(e) fire, flood or storm;
(f) inherent vice of the Goods;
(g) any cause or event which the Company is unable to avoid and the consequences of which the Company is unable to prevent by the exercise of reasonable diligence.
35. The Company shall not in any circumstance be liable for loss or damage to property other than the Goods themselves, indirect or consequential loss or damage such as (but not limited to) loss of profit, loss of market, the consequences of delay or deviation, howsoever caused.
36. Except in so far as otherwise provided by these Conditions, the Company’s liability, howsoever arising, and, notwithstanding that the cause of loss or damage be unexplained, shall not exceed:
(i) in respect of all claims except those subject to the provision of sub-clause (ii) below, whichever shall be the least of:
(a) the value of the Goods lost or damaged or misdirected or misdelivered or in respect of which the claim arises, or
(b) 2 SDR per gross kilogram of the Goods lost or damaged or misdirected or misdelivered or in respect of which the claim arises;
(ii) in respect of claims for delay where not excluded by these Conditions, a sum equal to the amount charged by the Company in respect of the Goods delayed;
(iii) in no event under either or both of sub-clause (i) or (ii) the Company’s liability shall exceed 75,000 SDR per event or events arising from a common cause.
37. For the purposes of the above clause 36, compensation shall be calculated by reference to the ex works invoice value of the Goods plus freight and insurance if paid. If there is no ex works invoice value for the Goods, the compensation shall be calculated by reference to the value of such Goods at the place and time when they are delivered to the Customer or Owner or should have been so delivered. The value of the Goods shall be fixed according to the current market price, or, if there is no current market price, by reference to the normal value of goods of the same kind and quality.
38. The Customer agrees and acknowledges that the Company ignores if the Goods are of valuable nature and that higher compensations than that provided by the above clause 36 may not be claimed unless with the consent of the Company, the value of the Goods was declared in writing by the Customer and expressly accepted in writing by the Company and the Customer paid the Company’s additional charges for accepting such increased liability. In that case, the amount of the declared value shall be substituted to the limits mentioned above at clause 36. Any partial loss or damage shall be adjusted pro rata on the basis of such declared value.
39. (A) Except where the Customer proves that it was impossible for him to comply with the following time limit and that he has sent claim’s notice as soon as it was possible for him to so notify, the Company shall be discharged of all liability unless notice of any claim is received in writing by the Company within 14 days after:
(i) in case of loss or damage to the Goods, the date of delivery of the Goods;
(ii) in case of delay or non delivery of the Goods, the date when the Goods should have been delivered;
(iii) in any other case, the date of the event giving rise to the claim.
(B) Notwithstanding the provisions of sub-clause 39 (A) above, the Company shall in any event be discharged of all liability whatsoever and howsoever arising unless suit is brought in the proper forum specified at clause 48 and written notice thereof received by the Company within nine months after the date specified in sub-clause 39 (A) above, otherwise any claim shall be considered to be waived and barred.
40. The Customer shall be liable for and shall defend, hold harmless and indemnify the Company against all losses, liabilities, damages, fines, costs and expenses arising or resulting from: (i) out of the Company acting in accordance with Customer’s or Owner’s instructions, (ii) the nature of the Goods unless caused by the Company’s negligence, (iii) any breach of warranty or obligation by the Customer, or (iv) any negligence of the Customer or Owner.
41. The Customer shall bear and pay all duties, taxes, fines, imposts, penalties, expenses, losses and outlays of whatsoever nature incurred or sustained in respect of the Goods, Dangerous Goods and/or Container and shall defend, hold harmless and indemnify the Company in connection therewith.
42. (A) It is expressly agreed that the Customer undertakes that no claim whether in contract, tort or otherwise shall be made against any servant, employee or agent of the Company (including every independent contractor from time to time employed by the Company) which imposes or attempts to impose any liability whatsoever upon any of them while acting in the course of or connection with their employment in connection with the services of the Company, or the Goods, and if any such claim should be made, to hold harmless and indemnify the Company against all consequences thereof.
(B) Without prejudice to the generality of the provisions in sub-clause 42. (A) above, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Company or to which the Company is entitled hereunder shall also be available and shall extent to protect every such servant, employee or agent of the Company acting as aforesaid and for the purpose of all the foregoing provisions of this clause the Company is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be his servants, employees or agents from time to time (including independent contractors as aforesaid).
(C) The Customer shall defend, hold harmless and indemnify the Company from and against all claims, costs and demands whatsoever and by whomsoever made in excess of the liability of the Company under the terms of these Conditions, regardless of whether such claims, costs and demands arise from or in connection with the negligence of the Company, its servants, sub-contractors and agents.
(D) The Customer shall be liable for the loss, damage, contamination, soiling, detention or demurrage before, during and after the transportation of property (including but not limited to Container) of the Company or any person or vessel referred to in sub-clause 42. (C) caused by the Customer or the Owner or any person acting on behalf of either of them or for which the Customer is otherwise responsible.
43. The Company shall have a general and particular lien on the Goods and any documents relating thereto for all sums due to the Company by the Customer or Owner and for the General Average contributions, to whomsoever due, and for the cost of recovering them, and for that purpose, on giving 28 days of notice in writing to the Customer, shall have the right to sell the Goods by public auction or private treaty and apply the proceeds in or towards the payment of such sums.
44. In the event of General Average nature resulting from any cause whatsoever, the Customer shall indemnify and hold harmless the Company in respect of any claims of a General Average contribution which may be made on the Company. The Customer shall promptly provide security as may by be required by the Company in this connection and in a form acceptable to the Company.
45. The defences and limits of liability provided for by these Conditions shall apply in any action brought against the Company whether such action be founded in contract or in tort.
46. If any legislation, to include regulations and directives, is compulsorily applicable to any business undertaken by the Company, these Conditions shall, as regards such business, be read as subject to such legislation and nothing in these Conditions shall be construed as a surrender by the Company of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation. If any part of these Conditions is repugnant to such legislation to any extent such part shall as regards such business be overridden to that extent and no further.
47. In the event that anything herein contained is inconsistent with any applicable international convention or national law which cannot be departed from by private contract the provisions hereof shall to the extent of such inconsistency but no further be null and void.
Jurisdiction and Law
48. These Conditions and any service of the Company to which they apply and any claim or dispute arising out of or in connection with the services of the Company shall be subject to English law and the exclusive jurisdiction of the English Courts.