Trading Terms and Conditions

TRADING TERMS AND CONDITIONS

Updated: 30/04/2024

1. APPLICABILITY

1.1. These terms and conditions apply to all Services undertaken (in whatever name) by Globalink Logistics group of companies, including Globalink Logistics DWC-LLC and any of its respective subsidiaries and affiliated companies, Globalink Logistics Group SIA (Latvia), KLN Globalink Logistics (Russia) Limited.

1.2. If Company and Customer have signed a contract including but not limited to the terms and conditions as are customarily applicable to Freight Forwarding Services, then then Services shall be governed by such Contract which shall prevail over these General Terms and Conditions to the extent of any inconsistency. These General Terms Conditions shall continue to apply only if relevant terms are not covered by such contract.

1.3. Actions in Tort: these terms apply to all claims against Company whether the claim is founded in contract, bailment, tort or otherwise.

2. DEFINITIONS

2.1. Services means Freight Forwarding Services, services of any kind and whether physical, advisory or otherwise relating to the carriage, consolidation, storage, handling, packing or distribution of Goods as well as all ancillary and advisory services in connection therewith, including but not limited to selecting any performing third parties or the route and method of work, customs and fiscal matters, declaring Goods for official purposes, procuring insurance and collecting or procuring payment or documents relating to Goods.

2.2. Company means any company of Globalink Logistics group of companies including Globalink Logistics DWC-LLC and any of its respective subsidiaries and affiliated companies, Globalink Logistics Group SIA (Latvia), KLN Globalink Logistics (Russia) Limited.

2.3. Customer means any person having rights or obligations under a contract of or for Services concluded with Company or as a result of any work in connection with such services or any person having some proprietary or possessory interest in Goods relating to any such Contract or Services.

2.4. Contract means a contract, agreement and any other written deal concluded by Company and Customer about the rendered Services.

2.5. Goods (Cargo) means all goods delivered to the Company for or relating to the purpose of the Services including Dangerous Goods, Special Goods or Valuables.

2.6. Dangerous Goods means Goods whose storage, handling or transportation is, because of their dangerous or hazardous or noxious nature, subject to special regulation under the International Maritime Dangerous Goods Code, IATA Dangerous Goods Regulations, Regulations concerning the International Carriage of Goods by Rail (RID), European Agreement Concerning International Carriage of Dangerous Goods by Road (ADR) and/or other applicable laws. These include, without limitation, Goods which are explosive, oxidising, compressed or liquefied gas, combustible, flammable, poisonous or radioactive.

2.7. Special Goods means any goods that are perishable, temperature, time, light and/or vibration sensitive, fragile, shipped in bulk or non-containerized, odd size or over-weight goods subject to the applicable limitations and constraints,  or other goods, items, articles, live animals or plants and things requiring special operating conditions, treatments, care and environment, pre-carriage, in-transit and post-carriage monitoring, inspection and examination procedures, specified or designated special equipment, handling, stowage, stevedoring, lashing, packaging, escorting specialists and other special procedures.

2.8. Valuable Goods (Valuables) means bullion, coins, money, negotiable instruments, precious stones, jewellery, antiques, pictures, works of art and similar properties.

2.9. SDR means a Special Drawing Right as defined by the International Monetary Fund.

2.10. “in writing” includes agreements, booking orders, emails and any messages or recordings concluded by electronic means.

3. METHOD OF WORK

Company has full liberty, whether contracting as principal contractor or otherwise, to choose and/or substitute the means, route, parties, terms, and procedure (including without limitation the handling, stowage below or above deck, storage and transportation of the Goods) to be employed in all matters concerning the performance of the Services and to sub-contract or delegate, as the case may be, the whole or any part of the Services on any terms.

4. AGENT FOR THE CUSTOMER OR PRINCIPAL CONTRACTOR

4.1 Where the whole or any part of the Services is performed or is to be performed by third parties (such as, but not limited to, carriers, warehousemen, stevedores, port authorities, and other freight forwarders and technical and advisory consultants) Company contracts with the Customer solely as its agent to arrange that whole or part of the Services unless Company issues to the Customer its own transport, storage or other document evidencing assumption by it of the role of principal contractor in that respect.

4.2 Otherwise Company contracts with the Customer as a principal contractor.

5. LIABILITY OF EMPLOYEES AND OTHER PERSONS

These terms apply whenever any claim (whether founded in contract, bailment, or tort) is made against an employee, agent, sub-agent, contractor, sub-contractor, or other person engaged in the performance of the Services and the aggregate liability of Company and such servants, agents or other persons shall not exceed the limit applicable to the Services concerned under these terms.

6. THE CUSTOMER’S RESPONSIBILITIES

6.1. The Customer shall provide the Company with full information regarding the nature, size and dimensions, weight, packing of Goods, number of packages, points of origin and destination, date of cargo readiness for shipment, declared cargo value as indicated in the booking order.

6.2. The Customer shall inform the Company on terms of carriage of specific kind of Goods like dangerous, fragile, flammable, objects of high artistic value and other kind of cargo which should be transported in observance of special conditions. Should the Customer fail to specify the special features of the Goods and fail to provide special instructions for carriage of such cargo, the Company shall not be liable for damages or losses of such Goods related to non-observance of the special conditions of carriage and special nature of the goods.

6.3. The Customer shall provide the Company with all required documents for the Goods in order to comply with the customs procedures and other formalities, such as, but not limited to invoices, licenses, contracts, customs declarations, certificates of quantity and quality and arrange licensing, declaration and obtaining of official permits required for export-import of cargos pursuant to applicable regulation of the countries where the Goods are transported.

6.4. The Customer shall settle payment for any additional expenses, higher rates and other expenses incurred by the Company due to incorrect information provided by the Customer in the booking order.

6.5 Except to the extent that Company is liable according to these terms, the Customer shall indemnify Company for all liability incurred in the performance of the Services including liabilities incurred by the Company and/or its freight forwarder, the contracting carrier, the contractors/subcontractors or agent(s), in case of unforeseen circumstances, where it acts in the best interest of the Customer.

6.6. The Customer shall indemnify Company in respect of any claims of a General Average nature which may be made on it and shall provide such security as may be required by Company in this connection.

6.7. FAILURE TO TAKE TIMELY DELIVERY BY CUSTOMER: If the Customer neglects to take delivery of the Goods at the appointed time and place, Company has liberty to store the Goods at the Customer’s sole risk and expense.

7. COMPANY’S RESPONSIBILITIES

7.1. When acting as a principal contractor the Company shall, subject to the other terms herein, be responsible for the acts and omissions of third parties it has engaged for the performance of the Services in the same manner as if such acts and omissions were its own, but its rights, duties and liabilities shall be subject to the provisions of any mandatory law, including any mandatory convention carriage regime, applicable to the mode of transport or service concerned.

7.2. When acting other than as a principal contractor Company’s responsibility is limited to the exercise to of due diligence in selecting and instructing any third parties used in connection with the services.

8. GENERAL EXEMPTIONS

8.1. Except insofar as otherwise provided by these Conditions, Company shall not be liable for any loss or damage whatsoever arising from:

1. i) the act or omission of the Customer or Goods owner or any person acting on their behalf,
2. ii) compliance with the instructions given to Company by the Customer, Goods owner or any other person entitled to given them,

iii) insufficiency of the packing or labelling of the Goods except where such service has been provided by Company,

1. iv) handling, loading, stowage or unloading of the Goods by the Customer or Goods owner or any person acting on their behalf
2. v) inherent vice of the Goods,
3. vi) Force Majeure events as defined in subclause 20.2.

vii) any cause which Company could not avoid and the consequences whereof it could not prevent by the exercise of reasonable diligence.

8.2. In accordance with sub-clause 8.1, the Company is not liable for any loss or damage caused by one or more of the causes, events, or occurrences above. The Company’s liability is limited to  only to the extent that the causes, events, or occurrences, for which it is accountable under these Conditions, have contributed to the loss or damage. The burden of proof that the loss or damage was due to one or more of the causes, events or occurrences specified in sub-clause 8.1 above shall rest upon Company, save that when Company establishes that in the circumstances of the case, the loss or damage could be attributed to one or more of the causes, events or occurrences specified in (iii) to (vi) of sub-clause 8.1, it shall be presumed that it was so caused. The Customer shall, however, be entitled to prove that the loss or damage was not in fact caused wholly or partly by one of the causes, events or occurrences listed under sub-clause 8.1.

8.3. Company shall not be liable for loss or damage to property other than the Goods themselves howsoever caused.

9. LIABILITY

9.1. Unless otherwise stated in the Contract or applicable Law the Company shall only be liable for damage, loss, shortage, or delay while the Goods were:

(a) in the actual custody of the Company;

(b) under its direct and actual control; and

(c) that the damage, loss, shortage, or delay was due to the gross negligence or willful misconduct of the Company or its employees.

9.2. The Company shall not in any event, be under any liability whatsoever for any special, incidental, indirect, consequential, exemplary loss or damage or pure economic loss or damage of any kind (including without limitation loss of market, profit, revenue, business, or goodwill) regardless of whether such loss or damage was reasonably foreseeable, arises in tort or otherwise or whether the Company was actually told of the possibility of such loss or damage howsoever caused.

9.3. Company’s liability for any loss or damage to the Goods is regulated as follows:

9.3.1. If Company and Customer have signed a contract including but not limited to the terms and conditions as are customarily applicable to Freight Forwarding Services, then Company’s liability shall be limited in accordance with the terms of such contract which shall prevail over these General Terms and Conditions to the extent of any inconsistency. These General Terms and Conditions shall continue to apply only if relevant terms are not covered by such contract.

9.3.2. If Services are subject to regulations set out in the international transport conventions or statutory legislation, including but not limited to the Convention on the Contract for the International Carriage of Goods by Road of 19 May 1956 (CMR Convention), Convention for the Unification of Certain Rules for International Carriage by Air of 1999 (Montreal Convention, 1999), Convention for the Unification of certain rules relating to international carriage by air as of 1929 (Warsaw Convention, 1929), Uniform Rules concerning the Contract for International Carriage of Goods by Rail (CIM convention), Agreement on Through International Railway Transportation (AIRT/SMGS), International Convention for the Unification of Certain Rules of Law relating to Bills of Lading of 1924 and as amended in 1968 and 1979 (the Hague-Visby Rules), Carriage of Goods by Sea Act of 1936 (COGSA, for carriage of goods by sea to or from the United States of America), then Company’s liability shall be limited in accordance with the limits set out in such international conventions or statutory legislation.

9.3.3. If Services are not governed by any contract as per section 9.3.1 and/or international transport conventions or statutory legislation as per section 9.3.2 hereinabove, then Company’s liability shall be limited to 2 SDR per kilogram of the gross weight of the Goods actually lost or damaged.

9.4. Company’s liability arising out any claim for delay to the Goods shall be limited to the remuneration of Company relating to the Service in respect of the Goods actually subject to delay.

9.5. Company’s liability for any loss in respect of any other claim howsoever or whatsoever arising, shall be limited to 2 SDR per kilogram of the gross weight of the Goods lost, damaged or in respect of which the s claim arises, or US$100,000 per occurrence, whichever is the lesser.

10. NOTICE OF CLAIMS

Any claim by the Customer against Company arising in respect of any Services shall be made in writing and notified to Company within 14 days of the date upon which the Customer became or should have become aware of any event or occurrence alleged to give rise to such claim. Any claim not made and notified as aforesaid shall be deemed to be waived and absolutely barred and extinguished except where the Customer can show that it was impossible for it to comply with this time limit and that it has made the claim as soon as it was reasonably possible for it to do so.

11. INSURANCE

11.1. No cargo or other insurance will be effected by Company, except upon express instructions given in writing by the Customer. All insurances effected are subject to the usual exceptions and conditions of the policies of the insurers underwriting the risk. Unless otherwise agreed in writing, the Company shall in any event be under no obligation to effect a separate insurance on the Goods but may decide to take out necessary insurance at its discretion.

11.2. In case of any partial or total loss or damage of the cargo, occurred as a result of transportation, the Company shall assist the Customer in collection of documents requested by cargo insurance company.

11.3. Any cargo related claims against the Company shall be supported by the third party and independent cargo damage survey report.

11.4. Should the Customer insure the Cargo through an insurance company of their choice, the Customer shall provide a copy of insurance policy to the Company and hold harmless and protect the Company from any related claims and seek settlements of claims from their appointed insurance company.

12. DANGEROUS GOODS, SPECIAL GOODS, VALUABLES

12.1. Unless otherwise previously agreed, the Customer shall specifically notify the Company in writing if the Goods are “Dangerous Goods” or “Special Goods” or “Valuables”.

12.2. The Customer warrants that it has obtained all necessary and valid permits, licenses, or approvals from the competent authorities for the performance of the Services (including transportation and/or storage) of these kinds of goods.

12.3. If the Customer is in breach of Clause 12.1 and/or 12.2 above, the Customer shall be liable for all expenses, loss or damages whatsoever caused by or to or in connection with the Goods howsoever arising and shall defend, indemnify, and hold harmless the Company against all penalties, claims and expenses and any other liabilities whatsoever arising in connection therewith.

12.4. The Customer shall ensure that the Dangerous Goods and/or Special Goods and/or Valuables are packed in a manner adequate to withstand the requirements of performance of the Services having regard to their nature and in compliance with laws, regulations, or requirements applicable.

12.5. The Dangerous Goods and/or Special Goods and/or Valuables shall be properly marked and labelled on the outside of the Packages and/or Cargo Units indicating the nature and character of any such Dangerous Goods and/or Special Goods and/or Valuables so as to comply with applicable laws, regulations and/or requirements.

12.6. The Customer shall ensure that special instructions, mandatory documents including but not limited to licenses, permits, approvals, goods inspection report, the material safety data sheet, Dangerous Goods Declarations in writing for the handling and care of the Dangerous Goods and/or Special Goods (if applicable) have been received by the Company at least one (1) business day before the date of deadline of submission, handling, receiving, loading, transfer or storage, otherwise the Company or the carrier may refuse the order and/or shut out the goods.

12.7. The Company shall not be liable for any loss and/or damage to the Dangerous Goods and/or Special Goods and/or Valuables arising out of and resulting from the Customer’s failure of said obligations. In addition, the Customer shall indemnify the Company against any documented losses, extra fees, fines, penalties, duty, taxes, detention, demurrage, or expenses resulting from the Customer’s failure to comply with this requirement.

12.8. In case of forwarding of perishable, temperature-controlled and other Special Goods the Company shall not be liable for any loss, damage or delay due to the cargo examination, inspection, or confiscation by authorities at cross-border and transit points and in case of any lack or improper permitting documents for the cargo provided by the Customer.

13. RETENTION OF COMMISSIONS

Company is authorized and is entitled to retain and be paid all payments customarily paid to, or retained by, Company.

14. NO SET-OFF

All monies due to Company shall be paid without any abatement, reduction, deferment, set-off or counterclaim.

15. HINDRANCES

15.1 If at any time Company’s performance of the Services (whether as principal contractor or otherwise) is, or is likely to be, affected by any hindrance or risk of any kind (including the condition of the Goods) not arising from any fault or neglect of Company, and which cannot be avoided by the exercise of reasonable endeavours, Company may abandon the carriage or other relevant Services in respect of the Goods and, where reasonably possible, make the Goods or any part of them available to the Customer at a place which Company may deem safe and convenient; whereupon delivery shall be deemed to have been made and the responsibility of Company in respect of such Goods shall cease.

15.2 In any event, Company shall be entitled to the agreed remuneration under the contract and the Customer shall bear and pay any additional costs resulting from the above-mentioned circumstances.

16. LIEN

16.1 Company has a lien on all goods and documents in its possession, control, or custody for all amounts due by the Customer to Company on any account. Any storage or other charges shall continue to accrue on any goods which are detained under lien.

16.2 On giving at least 14 days (or in the case of perishable goods such shorter period as is reasonably practical in all the circumstances) notice in writing to the Customer Company has liberty to sell or otherwise dispose of all goods or documents on which it has a lien as agent for, and at the expense of, the Customer and to apply the proceeds in or towards the payment of any sums due from the Customer.

17. FREIGHT COLLECT AND DELIVERY INSTRUCTIONS

17.1 Any instructions in regard to the delivery or release of goods or documents are accepted by Company as agent only for the Customer where Company engages third parties to fulfill such instructions notwithstanding that Company may otherwise act in the transaction as principal contractor in whole or part.

17.2 The Customer shall in any event remain responsible for any freight, dues, duties, charges, or other such expenses notwithstanding acceptance by Company (which acceptance must in any case be in writing) of instructions from the Customer to collect such sums from the consignee or any other person.

18. BRIBERY AND CORRUPTION

Company and the Customer shall each comply at all times with all applicable anti-corruption legislation and have procedures in place that are, to the best of its knowledge and belief, designed to prevent the commission of any offence under such legislation by any member of its organisation or by any person providing services for it or on its behalf; and make and keep books, records, and accounts which in reasonable detail accurately and fairly reflect all transactions undertaken.

19. APPLICABLE LAW AND DISPUTES RESOLUTION

19.1. If Company and Customer have signed a contract including but not limited to the terms and conditions as are customarily applicable to Freight Forwarding Services, then Services shall be regulated by the Governing Law and Dispute Resolution clause of such Contract which shall prevail over these General Terms and Conditions to the extent of any inconsistency. These General Terms and Conditions shall continue to apply only if relevant terms are not covered by such contract.

19.2. ENGLISH LAW AND LONDON LMAA ARBITRATION

19.2.1. If this does not contradict with terms of a Contract, applicable laws, and subclause 19.1 above these terms and any business conducted thereunder shall be governed by and construed in accordance with the laws of England and all disputes arising under or in connection with the same shall be referred to arbitration in London conducted in accordance with one of the following London Maritime Arbitrators Association (LMAA) procedures applicable at the date of the commencement of the arbitration proceedings:

19.2.2. Where the amount claimed by the claimants is less than US$400,000.00, excluding interest, (or such other sum as the parties may agree and subject to subclause 19.2.3. below), the reference shall be to a tribunal of three arbitrators and the arbitration shall be conducted in accordance with the LMAA Intermediate Claims Procedure;

19.2.3. Where the amount claimed by the claimants is less than US$100,000.00, excluding interest (or such other sum as the parties may agree) the reference shall be to a sole arbitrator and the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure.

19.2.4. In any case where the LMAA procedures referred to above do not apply, the reference shall be to three arbitrators in accordance with the LMAA Terms current at the date of commencement of the arbitration proceedings.

19.2.5. Arbitration time bar of subclause 19.2: Company shall in any event be discharged of all and any liability unless arbitration is commenced by the Customer within 9 months after the event or occurrence giving rise to the claim.

20. FORCE-MAJEURE

20.1. The Company and the Customer shall be released from liability for full or partial failure to fulfil their obligations hereunder, and for the delayed fulfilment of obligations hereunder, if such failure resulted from Force-Majeure events (hereinafter referred to as the “Force Majeure”).

20.2. The Force Majeure include: wars, social disorders, riots, civil commotions, strikes, lockouts, stoppage or restraint of labour from whatsoever cause, natural disasters including the storms, earthquakes, volcanic explosion, gales, mudslides, floods, fire, poor traffic- climatic conditions, widespread communicable diseases and viruses, ports, railways, airports and airlines closure, border closure, adoption of the legislative and normative legal acts by the national regulatory and administrative authorities of the countries to provide the respective cargo transportation which impede the fulfillment of the contractual obligations by the parties, delayed fulfillment of obligations by the contractors, if such delay was caused due to the circumstances above.

21. SANCTIONS DISCLAIMER

21.1. The parties acknowledge that in the event if Company perform Services related to or involving regions affected by military actions or international sanctions, including but not limited to Iran, Afghanistan, Russia, Belarus, Ukraine, Cuba, North Korea and others (“Affected Services”), insurance coverage is unavailable for such Services. In consideration of the above the Customer shall waive, release and discharge Company, its directors, officers, employees, agents, and affiliates from any and all liabilities and claims (including but not limited to insurance company subrogation claims) arising out of any loss or damage to goods, including shipments in transit or delay or failure of performance of any services in connection herewith.

21.2. The Customer warrants that there are no sanctions or restrictions imposed by any National Government or International Organization against the Customer and against Cargo. The Customer warrants that goods is not dual-use goods and not subject to any export, import or transit restrictions as stipulated by any national or international regulations. The Customer shall be liable for any direct and indirect damages incurred by Company and shall indemnify Company against any claims and litigations (including those of the third parties) caused by violation hereof by the Customer.

21.3. The Customer undertakes to reimburse all costs related to sending the cargo back in case of transportation not being carried out and cargo not delivered for any reason beyond Company control under the circumstances hereabove