Terms of Use

convention;

10. "Force Majeure Event" means any event or circumstance beyond the reasonable control of the Company including but not limited to acts of God, war (whether declared or not), invasion, act of foreign enemies, hostilities, civil war, rebellion, revolution, insurrection, military or usurped power, civil commotion, riot, strikes, lock-outs, labour disputes, epidemics, pandemics, quarantine restrictions, fire, flood, storm, typhoon, earthquake, explosion, terrorism, piracy, seizure under legal process, compliance with orders of any government or authority, arrest or restraint of princes, rulers or peoples, breakdown of machinery, defects in the Goods, unseaworthiness or unfitness of vessel or equipment, embargoes, blockades, inability to obtain fuel, materials, labour, equipment or transport, or any other cause whatsoever (whether or not of a similar nature to the foregoing) beyond the reasonable control of the Company;

11. "Goods" means the cargo, merchandise, and any Container not supplied by the Company and any other property in respect of which the Company provides Services, and includes the packaging, pallets, and any equipment or materials supplied by or on behalf of the Customer;

12. "Hague-Visby Rules" means the International Convention for the Unification of Certain Rules of Law relating to Bills of Lading signed at Brussels on 25 August 1924, as amended by the Protocols signed at Brussels on 23 February 1968 and 21 December 1979;

13. "Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China;

14. "Merchant-Packed Container" means any Container packed, stuffed, filled, or loaded by or on behalf of the Customer;

15. "Owner" means the owner of the Goods and includes any person entitled to possession of the Goods;

16. "Person" includes any individual, firm, corporation, company, partnership, joint venture, trust, association, organization, government, or governmental authority or agency;

17. "Services" means all services of whatsoever nature provided or to be provided by the Company including without limitation freight forwarding, logistics services, agency services, customs clearance, transportation, warehousing, storage, multimodal, cross-rade, consolidation, handling, packing, documentation, and any other services ancillary or incidental thereto;

18. "Sub-contractor" includes direct and indirect sub-contractors and their respective servants, agents, and sub-sub-contractors, and includes but is not limited to owners and operators of vessels (other than the Company), stevedores, terminal, warehouse, depot and groupage operators, road, rail and air transport operators, customs brokers, forwarding agents, and any independent contractor employed by the Company in the performance of the Services;

19. "Vessel" includes any ship, craft, lighter, barge, or vessel of any kind whatsoever, whether sea-going or not.

2. Interpretation

In these Conditions, unless the context otherwise requires:

1. references to Clauses are to clauses of these Conditions;

2. headings are for convenience only and shall not affect the interpretation of these Conditions;

3. words importing the singular include the plural and vice versa;

4. words importing a gender include every gender;

5. references to persons include individuals, bodies corporate, unincorporated associations, partnerships, and governmental authorities;

6. references to writing include any mode of reproducing words in a legible and non- transitory form including email, SMS or other instant messaging services;

7. the words "including", "include", "in particular", "for example", or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

8. references to any statute, ordinance, or statutory provision shall include any subordinate legislation made under it and shall be construed as references to such statute, ordinance, statutory provision, or subordinate legislation as modified, amended, extended, consolidated, re-enacted, or replaced from time to time;

9. any obligation not to do something includes an obligation not to allow or cause that thing to be done;

10. references to the Company include its successors, assigns, servants, agents, and Sub- contractors;

11. any phrase introduced by the terms "other", "including", "include", or "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1. Schedules

Any schedules attached to or incorporated in these Conditions form part of these Conditions and shall have effect as if set out in full in the body of these Conditions.

4. Conflicts and Precedence

1. Subject to Applicable Law and to the extent permitted by Applicable Law, these Conditions shall supersede and prevail over:

1. any terms and conditions contained in or incorporated into any Bill of Lading or other transport document issued by or on behalf of the Company;

2. any terms and conditions contained in any agency agreement, cooperation agreement, or other agreement between the Company and the Customer or any third party;

3. any terms and conditions contained in any purchase order, booking confirmation, invoice, or other document issued by or to the Customer;

4. any terms and conditions of any Sub-contractor or any Carrier to the extent that they conflict with these Conditions;

5. any custom, trade usage, or course of dealing;

6. any verbal agreement or representation made by any servant, agent, or representative of the Company.

2. In the event of any conflict or inconsistency between these Conditions and any other terms and conditions (including those referred to in Clause 1.4(a) above), these Conditions shall prevail to the fullest extent permitted by Applicable Law.

3. Any waiver or variation of these Conditions must be expressly agreed in writing and signed by a duly authorized officer or director of the Company. No servant, agent, or Sub- contractor of the Company has authority to waive or vary these Conditions unless such waiver or variation is in writing and specifically authorized or ratified in writing by a duly authorized officer or director of the Company.

4. To the extent that any term or provision of these Conditions is held to be invalid, void, or unenforceable under Applicable Law, such term or provision shall be deemed severable and the remaining provisions shall remain in full force and effect.

2. APPLICATION OF CONDITIONS

1. General Application

1. These Conditions shall apply to all Services provided by the Company whether gratuitously or otherwise, and whether acting as principal, agent, freight forwarder, or in any other capacity whatsoever.

2. These Conditions apply to all dealings and transactions between the Company and the Customer and form the entire agreement between the parties in relation to the subject matter hereof, superseding all previous agreements, arrangements, undertakings, representations, warranties, and communications (whether oral or written) between the parties relating thereto.

3. Subject to Applicable Law, these Conditions shall apply from the time the Company receives or accepts instructions from the Customer or from the time the Goods are taken into the custody or control of the Company (whichever is earlier) and shall continue to apply until the Goods are delivered in accordance with these Conditions or until the Company's responsibility ceases in accordance with these Conditions.

2. Acceptance and Binding Effect

1. By contracting with the Company for Services, delivering or tendering Goods to the Company, requesting or accepting any quotation from the Company, or otherwise instructing or dealing with the Company, the Customer expressly agrees to and accepts these Conditions in full.

2. The Customer warrants that it is either the Owner or the authorized agent of the Owner

and that in entering into any contract subject to these Conditions, the Customer binds the Owner and all other persons having an interest in the Goods jointly and severally to these Conditions.

3. Where the Customer acts as an agent, the Customer warrants that it has full authority to bind its principal to these Conditions and the Customer shall remain personally liable hereunder jointly and severally with its principal.

3. Incorporation by Reference

These Conditions are deemed to be incorporated into and form part of every contract, Bill of Lading, waybill, receipt, invoice, quotation, and any other document issued by or on behalf of the Company and shall apply notwithstanding any provision to the contrary contained therein.

4. Third Party Rights

1. The Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) or similar Applicable Law shall not apply to these Conditions and no person other than the parties to these Conditions shall have any right to enforce any term of these Conditions.

2. Notwithstanding Clause 2.4(a), every servant, agent, and Sub-contractor of the Company shall be entitled to the benefit of every exemption, defense, immunity, and limitation of liability available to the Company under these Conditions as if such provisions were expressly made for their benefit, and in entering into any contract subject to these Conditions, the Company does so not only on its own behalf but also as agent and trustee for such servants, agents, and Sub-contractors.

3. COMPANY'S ROLE AND STATUS

1. Company as Freight Forwarder and Agent

1. The Company acts primarily as a freight forwarder, logistics coordinator, and agent. The Company does not own or operate vessels, aircraft, vehicles, or other means of transport and does not act as a carrier.

2. The Company arranges for the carriage, storage, handling, and other Services to be performed by third party service providers including Carriers, warehouse operators, customs brokers, and other Sub-contractors.

3. In arranging such Services, the Company is authorized to contract with third parties either:

1. in the Company's own name as disclosed agent of the Customer; or

2. in the Customer's name as agent of the Customer.

2. When Company May Act as Principal

1. Notwithstanding Clause 3.1, the Company shall be deemed to act as principal (and not as agent) when:

1. the Company issues its own House Bill of Lading, House Air Waybill, or Multimodal Transport Document in its own name as carrier; or

2. the Company consolidates shipments from multiple customers and issues House Bills of Lading while holding a Master Bill of Lading from the actual ocean carrier; or

3. under any compulsorily applicable law, the Company is deemed to be a carrier, multimodal transport operator, or principal; or

4. the Company expressly agrees in writing signed by a duly authorized officer to act as principal for a specific shipment.

2. Where the Company issues any Bill of Lading, House Bill of Lading, or other document of title pursuant to this Clause 3.2, the Company shall not issue such document (i) with the consignee box left blank; (ii) made out “to bearer”; (iii) in any other form that does not identify a named consignee or is made out 'to order' without a named shipper or notify party. Any request by the Customer for such documentation shall not be binding on the Company.

3. When acting as principal under Clause 3.2(a), the Company's liability shall be determined in accordance with Clause 6.

4. In all other cases, the Company acts as agent and its liability shall be determined in accordance with Clause 6.6.

3. Flexible Trading

Save where otherwise expressly provided in writing and signed by a duly authorized officer or director of the Company:

1. the Company shall not be taken to be acting as a principal by reason only of:

1. the charge of Freight at an inclusive rate; or

2. the supply by the Company of its own equipment or facilities; or

3. the consolidation of the Goods with goods of others; or

4. any similar circumstance;

2. the Company reserves the right to refuse to accept any Goods or to refuse to provide Services to any person or in respect of any Goods at its sole and absolute discretion.

4. Sub-Contracting

1. The Company shall be entitled at any time and without notice to the Customer to sub- contract on any terms whatsoever the whole or any part of the Services, including without limitation the Carriage, to any Sub-contractor.

2. The Customer expressly consents to and authorizes all such sub-contracting and agrees that the Company may act as agent or trustee for the benefit of all such Sub-contractors to bring such Sub-contractors within the protection of all exemptions, defenses, immunities, and limitations of liability available to the Company under these Conditions or under

Applicable Law.

3. The Company shall have no liability or responsibility whatsoever for any act, omission, default, or negligence of any Sub-contractor.

5. Company Not a Common Carrier

The Company is not a common carrier and does not itself carry or undertake to carry the Goods. The Company does not own or operate any means of transport and acts solely as an intermediary, freight forwarder, or agent to arrange for the Carriage of Goods by third parties. References in these Conditions to Carriage, delivery, or transportation by the Company shall be construed as references to the arranging or procuring of such Carriage, delivery, or transportation by third parties.

4. PAYMENT TERMS AND CHARGES

1. Payment Obligation

1. All Charges shall be paid by the Customer in full without any deduction, set-off, counterclaim, or withholding of any kind, and free and clear of all taxes, bank charges, currency conversion charges, transfer fees, and any other costs or deductions whatsoever.

2. Payment of all Charges shall be made in advance before the commencement of Services, unless alternative payment terms have been expressly agreed in writing by a duly authorized officer or director of the Company.

3. Where credit terms have been expressly agreed in writing, all Charges shall be paid strictly within the credit period specified. Time for payment shall be of the essence.

4. If payment is not received when due, interest shall accrue on any overdue amount at the rate of Fifteen percent (15%) per annum calculated on a daily basis from the due date until the date of actual payment (as well after as before any judgment).

2. Currency and Exchange Rate

1. All Charges are quoted and shall be paid in the currency specified by the Company (or in the absence of such specification, in Hong Kong Dollars).

2. Where Charges are incurred in a currency other than the currency in which payment is to be made, conversion shall be at the rate of exchange prevailing on the date payment is received by the Company, and any difference arising from fluctuations in exchange rates and any bank charges or commission shall be for the account of the Customer.

3. Freight and Charges Earned

1. Where the Company acts as agent or freight forwarder:

1. the Company's service fees, commissions, and charges for arranging the Services shall be deemed fully earned upon receipt of instructions or Goods (whichever is earlier) and shall be non-returnable in any event;

2. all charges payable to third-party service providers (including Carriers, warehouse

operators, and customs brokers) arranged by the Company shall remain payable by the Customer regardless of the performance or non-performance of such third parties, save where such non-performance is caused solely by the Company's breach of its obligations in selecting or instructing such third parties.

2. When Company Acts as Principal (as described in Clause 3.2), all Freight and other Charges shall be deemed fully and completely earned upon receipt of the Goods by the Company and shall be non-returnable in any event whatsoever, including but not limited to loss of or damage to the Goods, delay, non-delivery, misdelivery, deviation, termination of the contract, or any other circumstance whatsoever.

3. Subject to Applicable Law, Freight and other Charges shall remain payable notwithstanding any suspension, interruption, termination, cancellation, or frustration of the contract or of the Carriage.

4. Basis of Charges

1. Unless otherwise agreed in writing:

1. Charges are calculated on the basis of information provided by the Customer and may be subject to adjustment and re-calculation if such information proves to be incorrect;

2. Charges do not include costs of customs clearance, duties, taxes, levies, storage, detention, demurrage, fumigation, inspection, or any other special services unless expressly stated;

3. quotations are given on the basis of immediate acceptance and the Company reserves the right to revise quotations at any time prior to acceptance;

4. quotations are valid for Thirty (30) days from the date of issue unless otherwise stated.

2. Charges may be calculated on the basis of weight (gross or volumetric), measurement, value, or any combination thereof as determined by the Company.

3. Chargeable weight may be based on volume weight or gross weight, whichever produces the higher charge.

5. Revision of Charges

1. The Company reserves the right at any time and without notice to revise or impose additional Charges to reflect:

1. changes in currency exchange rates, fuel costs, duties, taxes, or levies;

2. increases in costs of Carriage, labour, materials, equipment, or services;

3. changes in Applicable Law, regulations, or governmental requirements;

4. changes in market conditions, trade practices, or commercial circumstances;

5. additional services required or performed;

6. errors or omissions in the original quotation or invoice;

7. any other factor affecting the cost of performance of the Services.

2. Any revision, increase, or additional Charges imposed in accordance with Clause 4.5(a) shall be immediately payable by the Customer upon demand.

6. Liability for Charges of Third Parties

1. The Customer shall be responsible for and shall promptly reimburse and indemnify the Company for all sums, Charges, expenses, fines, duties, taxes, levies, or costs of whatsoever nature:

1. payable to or incurred by any Sub-contractor or third party in connection with the Services or the Goods;

2. incurred by the Company as a result of complying with the Customer's instructions or with any Applicable Law, order, or requirement of any authority;

3. incurred as a result of any lien or claim by any third party;

4. incurred in taking any action permitted or contemplated by these Conditions.

2. Where the Company pays or becomes liable to pay any such sums, the Customer shall immediately reimburse the Company on a full indemnity basis together with interest calculated in accordance with Clause 4.1(d).

7. Payment by Consignee or Third Party

1. Where the Company is instructed by the Customer to collect Freight or other Charges from the consignee or any third party and such Freight or Charges are not duly paid, the Customer shall remain primarily liable for such Freight and Charges and shall pay the same to the Company immediately upon demand.

2. Payment by any person other than the Customer to a freight forwarder, broker, or any person other than the Company or its authorized agent shall not constitute valid payment and shall be at the sole risk of the payer.

8. Joint and Several Liability

1. Where the Customer acts as agent for the Owner or other parties, the Customer and its principal(s) shall be jointly and severally liable for all Charges and obligations under these Conditions.

2. Where multiple parties jointly instruct the Company or jointly sign the booking confirmation, such parties shall be jointly and severally liable.

3. The Owner of the Goods shall be liable for all Charges and obligations relating to such Goods, whether or not the Owner is the contracting party.

1. Security for Charges

1. The Company shall be entitled (but not obliged) to demand and the Customer shall provide on demand such cash deposit or other security as the Company may require in respect of any Charges (including anticipated or contingent Charges such as duties, taxes, General Average contributions, or salvage) before the Company commences or continues performance of any Services.

2. The Company may at any time and as a condition of providing or continuing to provide Services require the Customer to provide such security for payment of Charges (whether by way of cash deposit, bank guarantee, letter of credit, or otherwise) as the Company in its absolute discretion may require.

3. Where security is provided by way of cash deposit, the Company shall be entitled to retain such deposit and to apply it towards payment of any Charges or other sums due, without prejudice to its right to claim any balance outstanding.

4. The Company shall be entitled (but not obliged) to estimate the total Charges payable and to require payment of such estimated amount (or a percentage thereof) in advance, subject to adjustment and payment of any balance when the final Charges are determined.

5. CUSTOMER'S WARRANTIES AND OBLIGATIONS

1. General Warranties

The Customer warrants and represents to the Company that:

1. it is either the Owner or the duly authorized agent of the Owner and has full authority to accept and does accept these Conditions not only for itself but also as agent for and on behalf of the Owner and all other persons having an interest in the Goods or in the contract;

2. all information, declarations, instructions, and documents provided to the Company by or on behalf of the Customer are complete, accurate, true, and correct in all respects;

3. the Customer has full power and authority to enter into and perform the contract subject to these Conditions and to bind the Owner and all other persons on whose behalf it purports to act;

4. the Goods and their Carriage comply with all Applicable Laws, regulations, and requirements of all relevant authorities;

5. the Goods are not Dangerous Goods (unless expressly declared and accepted in accordance with Clause 10);

6. the Goods have been lawfully imported into and/or exported from all relevant countries and all applicable duties, taxes, and levies have been paid;

7. the Goods are fit and suitable for Carriage and for any Container or mode of transport to be used;

8. the Goods have been properly and sufficiently packed, marked, and labeled;

9. the Customer has obtained and will maintain all necessary consents, licenses, permits, and authorizations required for the Services and the Carriage.

2. Compliance with Laws

The Customer shall comply with and shall procure that the Goods comply with all Applicable Laws and regulations and all requirements, restrictions, and conditions imposed by any relevant authorities including but not limited to those relating to customs, import, export, trade controls, sanctions, security, dangerous goods, and environmental protection.

3. Information and Documentation

1. The Customer shall provide to the Company in a timely manner all information, instructions, documents, licenses, permits, consents, and authorizations required by the Company or by any Applicable Law or required by any authority to enable the Company to provide the Services.

2. The Customer shall ensure that all shipping instructions, shipping orders, export declarations, import declarations, and all other information and documentation provided to the Company:

1. are legible, complete, accurate, and in the form required by the Company;

2. comply with all Applicable Laws and requirements of all relevant authorities;

3. contain an accurate description of the Goods including their nature, quantity, weight, measurement, value, origin, and destination.

3. The Customer shall be solely responsible for any errors, omissions, or inaccuracies in any information or documentation provided by or on behalf of the Customer.

4. Packing and Marking

1. The Customer shall ensure that the Goods are properly and sufficiently packed and secured so as to withstand the ordinary risks of Carriage having regard to their nature and in compliance with all Applicable Laws and any requirements of the Company or any Sub- contractor.

2. The Customer shall ensure that the Goods are properly and clearly marked and labeled in accordance with all Applicable Laws and the requirements of the Company, any Sub- contractor, any Carrier, and any relevant authority.

3. Where the Company stuffs or packs a Container, the Company shall be entitled (but not obliged) to rely upon the information provided by the Customer and shall not be responsible for verifying the accuracy of such information or for any consequences arising from inaccurate or incomplete information.

5. Inspection and Cooperation

The Customer shall, and shall procure that its agents and representatives shall:

1. permit the Company and any relevant authorities to inspect the Goods and any documents

at any time;

2. provide all reasonable assistance and cooperation to the Company in the performance of the Services;

3. comply with all reasonable requests and instructions of the Company and any Sub- contractor;

4. provide the Company with timely notice of any special requirements or circumstances affecting the Goods or the Services.

6. Merchant-Packed Containers

Where the Customer or any person on its behalf stuffs, packs, fills, or loads a Container (a "Merchant-Packed Container"), the Customer further warrants and represents that:

1. the Container has been properly, carefully, and appropriately stuffed, packed, filled, or loaded;

2. the Goods are suitable for Carriage in the Container and by the mode of transport to be used;

3. the Container is in good condition, suitable for the Carriage of the Goods, and fit for the purpose for which it is to be used;

4. where the Container is supplied by the Company, the Customer has inspected the Container before stuffing and has found it to be in good condition and suitable;

5. the Container has been properly sealed and the seals are secure;

6. the description of the Goods and the particulars furnished to the Company are accurate and complete;

7. the Container and the Goods comply with all Applicable Laws and requirements of all relevant authorities.

6. EXCLUSION AND LIMITATION OF LIABILITY

1. Basis of Limitation

Subject to Clauses 6.7 and 6.8, and to the extent permitted by Applicable Law:

1. the Company's liability for any loss, damage, delay, misdelivery, non-delivery, or any other matter whatsoever shall be limited as provided in this Clause 6;

2. the limits set out in this Clause 6 shall apply regardless of the nature of the claim and whether the liability arises in contract, tort (including negligence), bailment, breach of statutory duty, or otherwise howsoever;

3. the limits set out in this Clause 6 shall apply to the aggregate liability of the Company arising from any one incident, occurrence, or series of incidents or occurrences arising from the same cause, and shall be divided proportionately among all claims arising therefrom;

4. subject to Clause 6.7, in no event shall the Company be liable for any indirect, special, or consequential loss or damage, or for loss of profits, loss of business, loss of revenue, loss of goodwill, loss of reputation, loss of opportunity, loss of anticipated savings, loss of use, loss of data, or any other pure economic loss howsoever arising, EXCEPT WHERE such loss arises directly and naturally from:

1. fraud or fraudulent misrepresentation by the Company; or

2. gross negligence or wilful misconduct of the Company's senior management; or

3. breach of a fundamental term of the contract by the Company.

2. Maximum Liability

1. Subject to Clauses 6.3 to 6.6, and to the extent permitted by Applicable Law, the maximum aggregate liability of the Company for any and all claims arising from or in connection with any one consignment, transaction, Bill of Lading, or series of transactions or events arising from the same cause shall not exceed THE LESSER OF:

1. 2 SDR per kilogram of the gross weight OR 666.67 SDR per package or unit of the goods or any other properties lost, damaged, misdirected, misdelivered or in respect of which a claim arises, WHICHEVER IS THE HIGHER. For the sake of clarity, SDR refers to a Special Drawing Right as defined by the International Monetary Fund and the value of a SDR shall be calculated as at the date when settlement is agreed or judgment is given; or

2. the value of the Goods declared by the Customer under Clause 6.3 (if accepted in writing by the Company); or

3. the limits prescribed by any compulsorily applicable international convention or national law.

2. For the avoidance of doubt, where the Company arranges or sub-contracts any Services to be performed by a Sub-contractor (including any Carrier), and any Applicable Law or international convention establishes a lower limit of liability applicable to such Sub- contractor, then the Company's liability shall not exceed that lower limit.

3. Declaration of Value

1. The Customer may, before the Goods are received by the Company and subject to the Company's acceptance in writing signed by a duly authorized officer or director, declare a value for the Goods in excess of the limits specified in Clause 6.2(a).

2. Where the Company accepts such declaration of value:

1. the Customer shall pay additional Charges calculated by reference to such declared value and determined by the Company;

2. such declared value shall be the maximum liability of the Company but only in respect of physical loss of or physical damage to the Goods (and not in respect of delay or any other claim);

3. such declared value shall not be conclusive and the Company may require the Customer to prove the actual value of the Goods;

4. in no event shall the Company's liability exceed the actual value of the Goods at the place and time of delivery (or the place and time they should have been delivered).

3. Unless a declaration of value has been accepted by the Company in accordance with this Clause 6.3, the limits in Clause 6.2 shall apply.

4. Liability for Loss or Damage During Carriage by Sea

1. Where the Company acts as principal in respect of Carriage by sea (whether solely by sea or as part of a multimodal transport), and subject to Applicable Law, the Company's liability for loss of or damage to the Goods shall be determined in accordance with the Hague-Visby Rules (or such other international convention or national law as may be compulsorily applicable).

2. Where the stage of Carriage during which loss or damage occurred can be proved by the Customer, and that stage is governed by an international convention or national law providing for a lower limit of liability than that set out in Clause 6.2, the Company's liability shall not exceed such lower limit.

5. Liability for Loss or Damage During Other Stages

1. Where the Company acts as principal in respect of any Carriage otherwise than by sea, the Company's liability shall not exceed the limits set out in Clause 6.2 or such lower limits as may be prescribed by any Applicable Law or international convention applicable to such Carriage.

2. Where the Company acts as agent or freight forwarder in arranging any Carriage, the Company shall have no liability for loss or damage save to the extent provided in Clause 6.6.

6. Liability When Acting as Agent or Freight Forwarder

1. Where the Company acts as agent or freight forwarder to arrange Services performed by third parties (including Sub-contractors and Carriers), the Company shall not be liable for any loss, damage, delay, misdelivery, non-delivery, or any other matter arising directly from the acts, omissions, or defaults of such third parties.

2. Notwithstanding Clause 6.6(a), the Company shall remain liable for:

1. its own negligence, wilful default, or breach of duty;

2. negligence or wilful default in the selection, instruction, or supervision of Sub- contractors or Carriers;

3. any misrepresentation made by the Company;

4. breach of the Company's obligations under these Conditions.

1. Where the Company is liable under Clause 6.6(b), its maximum liability shall be limited to 2 SDR per kilogram of the gross weight of the Goods lost or damaged, with a minimum of 666.67 SDR per claim.

4. The Company shall be entitled to the benefit of any defenses and limitations of liability available to the actual Carrier under compulsorily applicable international conventions or national law, provided that such limitations are not lower than those set out in Clause 6.6(c).

5. Nothing in this Clause 6.6 shall limit the Company's liability under Clause 6.7.

7. Claims Not Excluded by Law

Nothing in these Conditions shall exclude or limit the liability of the Company:

1. for fraud or fraudulent misrepresentation;

2. for death or personal injury caused by the Company's negligence;

3. for loss or damage caused by gross negligence or wilful misconduct of the Company or its senior management;

4. to the extent such exclusion or limitation cannot lawfully be excluded or limited under Applicable Law.

8. Compulsorily Applicable Limits

To the extent that any Applicable Law or international convention compulsorily applicable to the contract establishes:

1. a higher minimum limit of liability than that set out in Clause 6.2, such higher limit shall apply; or

2. a lower maximum limit of liability than that set out in Clause 6.2, such lower limit shall apply.

9. Apportionment and Aggregation

1. Any partial loss or damage shall be adjusted pro rata based on the value of the Goods actually lost or damaged as a proportion of their total value.

2. Where multiple claims arise from the same event or series of events, the aggregate liability of the Company shall not exceed the maximum limit applicable to a single claim.

7. EXEMPTIONS AND DEFENSES

1. General Exemptions

Subject to Clause 6.7, and without prejudice to any other provision of these Conditions, the Company shall not be liable for any loss, damage, delay, misdelivery, non-delivery, or any other matter whatsoever arising from or in connection with:

1. the act, omission, default, or negligence of the Customer or Owner or any person acting on their behalf;

2. compliance with the instructions of the Customer or any person entitled or purporting to be entitled to give them;

3. insufficiency or inadequacy of packing, marks, labels, or numbers on or in relation to the Goods;

4. inherent vice, defect, nature, or quality of the Goods;

5. handling, loading, stowing, unloading, or discharging of the Goods by the Customer, Owner, or any person acting on their behalf;

6. fraud, misrepresentation, or misstatement by the Customer, Owner, or any person acting on their behalf;

7. delay in forwarding instructions, documents, licenses, permits, consents, or authorizations;

8. strikes, lock-outs, labor disputes, or any industrial action of whatsoever nature;

9. Force Majeure Events;

10. insufficiency of the marks or numbers on the Goods, or absence, illegibility, or inadequacy of marks or numbers;

11. fire, flood, storm, or other natural events;

12. seizure or detention by any governmental or public authority;

13. compliance with orders, recommendations, or directions of any governmental or public authority, or any person purporting to act on behalf of such authority;

14. quarantine, epidemics, pandemics, or health-related restrictions;

15. suspension, interruption, or termination of Carriage for any reason;

16. deviation, delay, or departure from the agreed or normal route, including liberty to carry Goods on deck;

17. any cause or event which the Company could not avoid and the consequences whereof the Company could not prevent by the exercise of reasonable diligence;

18. insufficiency or imperfection of any security, seal, lock, fastening, or device;

19. wastage in bulk or weight or any other loss or damage arising from the nature of the Goods;

20. any act, omission, default, or negligence of any Sub-contractor or Carrier;

21. cargo release effected by any Carrier, Sub-contractor, overseas agent, or other third party acting upon release instructions (whether genuine, incorrect, or fraudulent) received from any person other than a duly authorized officer or director of the Company;

22. latent defects not discoverable by reasonable inspection; and

23. rejection or failure of machinery, equipment, or refrigeration units (save to the extent provided in Clause 13).

2. Deck Cargo and Live Animals

1. The Company shall be entitled to carry Goods (whether or not Containerized) on deck or under deck at its sole discretion without notice to the Customer.

2. Where Goods comprise live animals, birds, fish, reptiles, or plants ("Live Cargo"), the Customer acknowledges that such Goods are subject to inherent risks of mortality, injury, and deterioration. The Company's liability in respect of Live Cargo shall be limited to:

1. loss or damage caused solely and directly by the Company's gross negligence or wilful default; and

2. subject always to the limitations in Clause 6.

3. The Company shall have no liability for loss or damage arising from:

1. - inherent characteristics or fragility of Live Cargo;

2. - inadequate packing, ventilation, or care by the Customer;

3. - delay or conditions during Carriage beyond the Company's control.

4. The Customer shall indemnify the Company against all consequences of Carriage of Goods on deck or of Live Cargo.

3. Perishable Goods

Where Goods are perishable or are subject to deterioration, decay, evaporation, or loss of weight or volume ("Perishable Goods"), the Customer acknowledges that such Goods are subject to inherent risks, and the Company shall not be liable for any loss or damage arising from or in connection with the nature or condition of such Goods (including without limitation delay) save where caused solely and directly by the Company's gross negligence or wilful default and subject always to Clause 6.

8. TIME BAR AND NOTICE OF CLAIM

1. Notice of Loss or Damage

1. Unless written notice of loss of or damage to the Goods, specifying the general nature of such loss or damage, is given to the Company at the place of delivery or at the Company's office at the place of delivery before or at the time of removal of the Goods into the custody of the person entitled to delivery thereof under the contract, or if the loss or damage is not apparent, within seven (7) consecutive days thereafter, such removal shall be prima facie evidence of the delivery by the Company of the Goods as described in any relevant Bill of Lading, receipt, or document.

2. In the case of any actual or apprehended loss or damage, the Customer shall give the

Company and any Sub-contractor or Carrier a reasonable opportunity to inspect the Goods before they are removed, disposed of, or dealt with.

3. Failure to comply with this Clause 8.1 shall be an absolute bar to any claim against the Company.

2. Time Bar for Claims

1. Subject to Clause 8.2(b), the Company shall be discharged from all liability whatsoever and howsoever arising in respect of the Goods or the Services unless:

1. written notice of claim, specifying with reasonable particularity the nature of the claim and the amount claimed, is received by the Company within nine (9) months from the date of delivery of the Goods or from the date when the Goods should have been delivered; and

2. suit is brought in the proper forum and written notice thereof given to the Company within twelve (12) months from the date of delivery of the Goods or from the date when the Goods should have been delivered or from the date when failure to deliver became apparent.

2. Where the Hague-Visby Rules or any other international convention or national law are compulsorily applicable and prescribe a different time bar, such different time bar shall apply, provided that in no event shall the time bar exceed twelve (12) months.

3. For the purpose of calculating time limits under this Clause 8.2, where the date of delivery is unknown, the Goods shall be deemed to have been delivered:

1. in the case of loss, nine (9) months from the date the Goods were received by the Company;

2. in the case of damage, on the date the Goods were received by the Company.

3. Extension of Time Bar

The Company may in its absolute discretion agree in writing signed by a duly authorized officer or director to extend any time limit prescribed in this Clause 8, but any such extension shall not constitute a waiver of the requirements of this Clause 8 and time shall remain of the essence.

9. INDEMNITY BY CUSTOMER

1. General Indemnity

The Customer shall indemnify, defend, and hold harmless the Company and its officers, directors, servants, agents, and Sub-contractors (each an "Indemnified Party") from and against all claims, liabilities, losses, damages, costs, and expenses (including legal fees on a full indemnity basis and costs of investigation and defense) of whatsoever nature arising from or in connection with:

1. any breach by the Customer or Owner of any warranty, obligation, or undertaking contained in these Conditions;

2. any negligence, act, or omission of the Customer, Owner, or any person acting on their behalf;

3. the nature, condition, or characteristics of the Goods (including without limitation any inherent vice or defect);

4. any information, instructions, documents, or declarations provided by or on behalf of the Customer being incorrect, incomplete, inaccurate, or misleading;

5. the Goods being or becoming Dangerous Goods (whether or not declared);

6. any claim by any third party (including any Sub-contractor or Carrier) arising from or in connection with the Goods or the Services;

7. General Average or salvage;

8. seizure or detention of the Goods by any governmental or public authority or any person claiming an interest in the Goods;

9. any lien or claim asserted against the Goods;

10. any failure by the Customer or Owner to take delivery of the Goods;

11. any Merchant-Packed Container;

12. the Company or any Sub-contractor acting in accordance with the instructions of the Customer or any person entitled or purporting to be entitled to give them;

13. any liability incurred by any Indemnified Party to any person in respect of death or personal injury or property damage caused by the Goods or arising from the performance of the Services (save to the extent caused solely and directly by the gross negligence or wilful default of the Company);

14. any costs or expenses incurred by the Company in taking any action permitted or contemplated by these Conditions (including without limitation the costs of storage, disposal, sale, or return of the Goods);

15. any matter in respect of which the Customer is liable under these Conditions;

16. any matter for which the Company is entitled to be exempted from liability under these Conditions.

2. Indemnity for Consequential Claims

Without prejudice to Clause 9.1, the Customer shall indemnify each Indemnified Party against all consequences and claims (including claims made by other customers of the Company or other cargo interests) arising from:

1. any detention, loss, damage, or delay to any Vessel, Container, equipment, or other property caused by or arising from the Goods or the Customer's breach of these Conditions;

2. any consolidation or groupage of the Goods with other goods;

3. any delay or detention of any Vessel, vehicle, aircraft, or Container caused by or arising

from the Goods or the Customer's breach of these Conditions.

3. Indemnity for Fines and Penalties

The Customer shall indemnify each Indemnified Party against all fines, penalties, damages, costs, and expenses imposed by any governmental or public authority or any court or tribunal arising from or in connection with:

1. any breach by the Customer of any Applicable Law or regulation or any requirement of any authority;

2. the importation, exportation, or Carriage of the Goods;

3. any inaccuracy, error, or omission in any information, declaration, or document provided by or on behalf of the Customer;

4. the Goods being prohibited, restricted, or illegally imported or exported goods.

4. Continuing Indemnity

The indemnities in this Clause 9 shall:

1. be continuing obligations independent of the Customer's other obligations and shall survive termination of the contract;

2. constitute separate and independent obligations from the Customer's other obligations;

3. not be affected by any forbearance, whether as to payment, time, performance, or otherwise;

4. extend to all costs and expenses (including legal fees on a full indemnity basis) incurred by any Indemnified Party in enforcing or preserving its rights under these indemnities.

10. DANGEROUS GOODS

1. Prohibition and Declaration

1. The Customer shall not tender or cause to be tendered to the Company any Dangerous Goods without the prior written consent of the Company signed by a duly authorized officer or director of the Company.

2. Where the Company consents to accept Dangerous Goods, the Customer shall before delivery of the Goods to the Company:

1. provide to the Company a full written disclosure and declaration of the nature, characteristics, and properties of the Goods in the form required by all Applicable Laws and by the Company;

2. provide all information, documentation, labeling, marking, placarding, and packaging as required by all Applicable Laws and the International Maritime Dangerous Goods Code (IMDG Code), the IATA Dangerous Goods Regulations, the ADR, or any other applicable dangerous goods regulations;

3. ensure that the Goods are properly and securely packed, marked, labeled, and documented in accordance with all Applicable Laws;

4. pay all additional Charges applicable to the Carriage of Dangerous Goods as agreed in writing.

2. Warranty Regarding Dangerous Goods

The Customer warrants that:

1. the Goods are not and will not become Dangerous Goods unless expressly declared and accepted in accordance with Clause 10.1;

2. where Dangerous Goods are declared and accepted, they have been properly classified, packed, marked, labeled, and documented in full compliance with all Applicable Laws and the requirements of the Company;

3. the Goods will not cause damage or injury to any person, property, or other goods;

4. the Goods will not give rise to any liability on the part of the Company to any person whatsoever.

3. Rights of the Company

Notwithstanding any other provision of these Conditions, where the Company has consented to accept Dangerous Goods, the Company shall at any time and without notice be entitled to:

1. have the Goods inspected and tested at the Customer's expense;

2. destroy, dispose of, render harmless, abandon, land, unpack, or otherwise deal with the Goods if they are or are liable to become dangerous, or if they are falsely or inadequately declared, or if in the opinion of the Company they pose a risk to any person, property, Vessel, or other goods;

3. take such action at the Customer's expense and risk without any liability whatsoever (whether in contract, tort, or otherwise) attaching to the Company for any loss, damage, delay, or expense arising from such action.

4. Rights Where Goods Not Declared

Where Dangerous Goods have not been declared or have been inaccurately declared, the Company shall in addition to the rights under Clause 10.3 be entitled to:

1. charge additional Freight and Charges on such basis as the Company may in its absolute discretion determine;

2. treat the Customer as having committed a fundamental breach of contract and terminate the contract forthwith without notice.

5. Indemnity for Dangerous Goods

Without prejudice to Clause 9, the Customer shall indemnify each Indemnified Party against all

claims, liabilities, losses, damages, costs, and expenses of whatsoever nature arising from or in connection with:

1. the Carriage, handling, storage, or other dealing with the Goods;

2. any action taken by the Company or any other person under Clauses 10.3 or 10.4;

3. any declaration or information provided by the Customer being incorrect, incomplete, or misleading;

4. any breach by the Customer of this Clause 10.

1. DESCRIPTION AND PARTICULARS OF GOODS

1. Reliance on Customer's Description

1. The Company is not obliged to verify or check the description, weight, measurement, quantity, quality, condition, contents, value, or nature of the Goods furnished by or on behalf of the Customer.

2. Save where the Company itself packs, stuffs, or fills a Container or physically counts and weighs the Goods, any description of the Goods, and any statement as to weight, measurement, quantity, or other particulars in any Bill of Lading, receipt, or document issued by the Company is based solely on the Customer, and the Company makes no representation or warranty as to the accuracy or completeness of such description or particulars.

3. The Customer acknowledges and agrees that:

1. the Company has no knowledge of the nature, characteristics, or value of the Goods;

2. the Company is not obliged to open any Container, package, or wrapping to verify the contents;

3. any statement in any document issued by the Company is for the Customer's use only and may be qualified by expressions such as "shipper's weight, load and count", "said to contain", "particulars furnished by shipper", or similar expressions.

2. Verification Rights

The Company and any relevant authority shall be entitled (but not obliged) to open and inspect any Container, package, or Goods at any time and at any place without notice to the Customer, and the Customer shall bear all costs and expenses of and incidental to such inspection and any re-packing, re-sealing, or re-marking required thereafter.

3. Customer's Responsibility

The Customer shall be solely responsible for and shall indemnify the Company against all consequences of any inaccuracy, error, omission, or inadequacy in:

1. the description, declaration, or particulars of the Goods;

2. the marks, numbers, quantity, weight, or measurement of the Goods;

3. any declaration of value, declaration for customs, or other document provided by or on behalf of the Customer.

1. METHODS AND ROUTES OF TRANSPORT

1. Liberty as to Means and Routes

1. Unless expressly agreed otherwise in writing signed by a duly authorized officer or director of the Company, the Company shall have complete freedom and discretion as to the means, route, and procedure to be followed in the performance of the Services including without limitation:

1. the mode or modes of transport to be used (whether by sea, air, road, rail, inland waterway, or any combination thereof);

2. the route or routes to be followed;

3. the means of transport to be employed;

4. whether to carry the Goods in Containers or otherwise;

5. whether to carry the Goods on or under deck;

6. the procedures for handling, storing, and transporting the Goods;

7. whether to consolidate or deconsolidate the Goods;

8. whether to transship or forward the Goods;

9. the place or places for loading, unloading, storing, or transshipping;

10. whether to depart from the usual or advertised route.

2. The Company shall be entitled to deviate or depart from the usual, advertised, or expected route or procedure, and any such deviation or departure shall not be a breach of contract and shall be within the scope of the contract.

2. Selection and Substitution of Carriers and Routes

1. The Company shall have complete discretion in selecting:

1. the Carrier(s) and Sub-contractors to perform the Services;

2. the routing, mode(s) of transport, and method of Carriage;

3. whether to use direct services or transshipment;

4. whether to consolidate the Goods with other shipments.

2. The Company may substitute one Carrier for another, change the routing, or arrange for transshipment at any time without notice to the Customer.

3. The Customer acknowledges that operational decisions regarding the actual Carriage (including vessel selection, sailing schedule, route, speed, port calls, and navigation) are made by the Carrier, not by the Company.

4. Any deviation, delay, or departure from the usual route by the Carrier shall not constitute a breach of the Company's obligations as freight forwarder, provided the Company exercised reasonable care in selecting the Carrier.

3. Deck Carriage

1. The Company shall be entitled (but not obliged) to carry any Goods (whether or not Containerized) on deck or under deck at its sole discretion.

2. Where Goods are carried on deck (whether or not noted as such on any Bill of Lading or transport document), the Goods shall be carried subject to all the terms and conditions of these Conditions and shall participate in General Average.

3. The Company shall not be required to note on any Bill of Lading or transport document whether Goods are to be or have been carried on deck or under deck.

1. REFRIGERATED, HEATED, AND SPECIAL CARGO

1. Refrigerated and Heated Containers

1. The Company does not own or operate refrigerated or temperature- controlled equipment. Such equipment is provided by the Carrier or other third parties.

2. Where the Customer requires temperature-controlled transport, the Customer shall:

1. specify in writing the required temperature range and any special requirements before booking;

2. confirm that the Goods have been properly pre-cooled or pre-heated to the required temperature;

3. ensure that temperature-sensitive Goods are delivered to the Carrier's facility within the time required to maintain the cold chain.

3. The Company shall use reasonable efforts to arrange for temperature-controlled equipment from the Carrier, but:

1. the Company does not warrant that such equipment will be available;

2. the Company does not warrant that the specified temperature will be maintained throughout Carriage;

3. responsibility for maintaining the temperature during Carriage rests with the Carrier, not with the Company.

4. The Company's liability in respect of temperature-controlled cargo is limited to:

   1. negligence in selecting a Carrier that the Company knew or should have known was unable to provide proper temperature- controlled services;

2. failure to communicate the Customer's temperature requirements to the Carrier;

3. subject always to the limitations in Clause 6.6.

5. In the case of Merchant-Packed refrigerated Containers, the Customer additionally warrants that: (i) the temperature of the Goods and Container has been brought to the required level before packing;

1. the Goods have been properly stowed;

2. the thermostatic, ventilating, or other controls have been properly set before delivery to the Company.

2. Other Special Cargo

Where the Goods require any special handling, care, or treatment (including without limitation insulated, ventilated, or hanging arrangements), the Customer shall give written notice to the Company of the specific requirements before delivery of the Goods to the Company and shall pay any additional Charges in respect thereof, failing which the Company shall not be under any obligation to provide any such special handling, care, or treatment and shall not be liable for any consequences of its failure to do so.

14. DELIVERY

1. Delivery and Acceptance

1. The Company shall arrange for the Goods to be delivered by the Carrier or other third party service provider to:

1. the place nominated by the Customer in its instructions; or

2. the usual place of delivery at the port or place of destination; or

3. into the custody of customs or other authorities; or

4. any person reasonably appearing to be authorized to receive delivery.

2. Delivery by the Carrier or service provider to any of the above locations shall constitute due delivery and shall discharge the Company's obligations as freight forwarder.

3. The Company shall not be liable for any delay or failure in delivery caused by the Carrier or other third party service providers, save to the extent provided in Clause 6.6.

2. Inability to Deliver

1. If for any reason the Company is unable to deliver the Goods as per Clause 15.1, or if the Customer, consignee, or Owner fails to take delivery of the Goods when they are available for delivery, the Company may (without prejudice to any other rights it may have):

   1. store the Goods ashore, afloat, in the open, or

2. under cover at the sole risk and expense of the Customer, whereupon all liability of the Company in respect of the Goods shall cease;

3. sell or dispose of the Goods in accordance with Clause 15.4.

2. All costs and expenses incurred by the Company in connection with unsuccessful attempts to deliver, storage, and any sale or disposal shall be payable by the Customer on demand.

3. Notice to Consignee

Any provision in any Bill of Lading or other document for notice to be given to the consignee or any other person is for the convenience of the Customer only, and failure to give such notice shall not give rise to any liability on the part of the Company nor invalidate any delivery or any other action taken by the Company.

4. Disposal and Sale

1. If the Goods are not taken up and delivery is not accepted within Twenty-One (21) days of notice (or Seven (7) for perishable Goods) being given to the Customer, consignee, or Owner that the Goods are available for delivery, or if no delivery can be arranged within a reasonable time, or if in the opinion of the Company the Goods are perishable or likely to deteriorate or decline in value, the Company shall be entitled (but not obliged) without further notice to the Customer and without any liability whatsoever:

1. to sell or dispose of the Goods by public auction, private treaty, or otherwise as the Company in its absolute discretion thinks fit;

2. to destroy or render the Goods harmless;

3. to abandon the Goods;

4. to deliver the Goods to any person claiming to be entitled to them;

5. to warehouse the Goods at the risk and expense of the Customer.

2. Any sale or disposal shall be at the sole risk and expense of the Customer and Owner, and the Customer and Owner shall remain liable for all Charges and expenses.

3. The Company may apply the proceeds of sale (if any) towards the sums due from the Customer and any costs of sale and storage, and shall account to the Customer for any balance remaining (if any) without interest, but shall not be liable for any shortfall.

4. Where the Goods are sold or disposed of pursuant to this Clause 15.4, the Company's liability shall cease entirely.

5. Liability for Uncollected Cargo

1. Where the Company acts as agent or freight forwarder pursuant to Clause 3.1, the Company shall have no liability whatsoever for Goods that remain uncollected, abandoned, or undelivered due to the failure of the Customer, consignee, or Owner to take

delivery, and any liability in respect of such Goods shall rest with the relevant Carrier or other third party service provider.

2. Where the Company acts as principal pursuant to Clause 3.2, the Company's liability for uncollected or undelivered Goods shall be determined in accordance with Clause 6 and shall be subject to the limitations therein.

3. In either case, the Customer shall remain liable for all Charges, storage costs, demurrage, detention, and disposal costs arising from uncollected or undelivered Goods, and shall indemnify the Company in accordance with Clause 9.

15. LIEN

1. General Lien

The Company shall have:

1. a particular lien on the Goods and any documents relating to the Goods for all Charges due from the Customer in respect of those Goods;

2. a general lien on the Goods and any documents relating to the Goods and on any other goods or property of the Customer in the possession, custody, or control of the Company for all sums of whatsoever nature due from the Customer to the Company (whether or not relating to the Goods in question and whether or not arising under the same or any other contract);

3. a lien on the Goods and documents for the costs of recovering any sums due and for all legal costs and expenses incurred in asserting, preserving, or enforcing the lien.

2. Sale Under Lien

1. If any sums secured by the lien are not paid within Twenty-Eight (28) days of written notice being given to the Customer that the Goods or documents are being detained, or if the Goods are perishable or likely to deteriorate, the Company shall be entitled (but not obliged) to sell or dispose of the Goods by public auction, private treaty, or otherwise at the sole risk and expense of the Customer.

2. The Company may apply the proceeds of sale towards the sums due and the costs of sale, storage, insurance, and enforcement of the lien, and shall account to the Customer for any balance (if any) without interest.

3. Lien Against the Goods and Owner

The Company's lien shall be enforceable against the Goods and the Owner thereof notwithstanding that the Customer is not the Owner, and the Owner shall be bound by these Conditions and shall indemnify the Company in respect of all sums due from the Customer, including a reasonable administrative fee in case of late payment.

16. GENERAL AVERAGE AND SALVAGE

1. General Average Contribution

1. General Average shall be adjusted, stated, and settled according to the York-Antwerp Rules

1994 (or any subsequent version thereof in force at the date of the event giving rise to General Average) at such port or place as may be selected by the Company, and as to matters not provided for by such Rules, according to the laws and usages of Hong Kong.

2. The Customer shall provide such cash deposit or other security as the Company or any Carrier may require as a condition of release of the Goods or delivery of the Goods.

3. Goods carried on deck shall contribute in General Average.

2. Salvage

1. Where salvage services are rendered to the Goods, the Customer shall promptly provide such cash deposit or other security as may be required by the salvors or by the Company, and pending provision of such security, the Company shall be entitled to retain possession of the Goods as security for the Customer's obligations.

2. The Customer authorizes the Company and the Master of any Vessel to act as agent for the Customer in approving and settling salvage remuneration.

17. FORCE MAJEURE

1. Force Majeure Events

Neither party shall be liable for any failure or delay in performing its obligations under these Conditions to the extent that such failure or delay is caused by a Force Majeure Event, provided that the party affected shall promptly notify the other party in writing of the occurrence and nature of the relevant circumstances.

2. Rights of the Company During Force Majeure

1. If at any time the performance of the Services is or is likely to be affected by a Force Majeure Event, the Company may at its sole discretion and without notice to the Customer:

1. suspend performance of the Services and store the Goods ashore or afloat at the sole risk and expense of the Customer;

2. continue the Carriage by an alternative route or means or method;

3. abandon the Carriage and deliver or require the Customer to take delivery of the Goods at any place which the Company considers safe and convenient;

4. sell or dispose of the Goods in accordance with Clause 15.4.

1. Any action taken pursuant to this Clause 18.2 shall be at the sole risk and expense of the Customer, and the Customer shall pay any additional costs incurred by the Company.

3. If the Company elects to suspend performance due to Force Majeure:

1. Freight and Charges shall be payable on a pro rata basis for Services actually performed up to the point of suspension;

2. If performance is resumed within Ninety 90 days and the Goods are delivered, full Freight shall be payable plus any additional costs;

3. If the Force Majeure Event continues for more than Ninety 90 days, either party may terminate the contract and Freight shall be adjusted on a quantum meruit basis;

4. Storage costs during Force Majeure shall be for the account of the Customer.

4. If the Company elects to abandon the Carriage and deliver the Goods at an alternative place, it shall be entitled to full Freight and Charges as if the Goods had been carried to the original destination, and the Customer shall pay any additional costs of delivery to the alternative place and any onward Carriage.

18. SPECIAL INSTRUCTIONS AND VARIATIONS

1. Special Delivery and Instructions

1. The Company does not undertake to deliver the Goods at any specified time or to meet any particular market, event, or use, and time shall not be of the essence unless expressly agreed in writing signed by a duly authorized officer or director of the Company.

2. The Company shall not be bound to accept or act upon any instructions:

1. to deliver Goods without production of the original Bill of Lading or other document of title;

2. to release or deliver Goods against a letter of indemnity, bank guarantee, or similar undertaking;

3. to stop the Goods in transit;

4. to divert or re-route the Goods;

5. to return the Goods;

6. to deliver the Goods to a person or place other than the consignee or place originally nominated;

7. which conflict with the original instructions or with any Applicable Law; unless the Company in its absolute discretion agrees to do so on such terms as it may require (including provision of security and payment of additional Charges), and any such agreement must be in writing signed by a duly authorized officer or director of the Company.

2. Variation of Contract

No variation of these Conditions or of any contract to which they apply shall be effective unless in writing and signed by a duly authorized officer or director of the Company.

19. DURATION AND TERMINATION

1. Commencement and Duration

These Conditions shall apply from the time the Company receives instructions from the Customer

or receives the Goods (whichever is earlier) and shall continue until the Goods are delivered in accordance with these Conditions or the Company's responsibility ceases in accordance with these Conditions, whichever occurs first.

2. Termination by Company

1. Without prejudice to any other rights or remedies available to the Company, the Company may immediately terminate any contract subject to these Conditions by written notice to the Customer if:

1. the Customer fails to pay any sum due to the Company when due;

2. the Customer commits any material breach of these Conditions or any contract subject to these Conditions;

3. the Customer becomes insolvent, enters into liquidation (whether compulsory or voluntary, save for the purposes of solvent reconstruction or amalgamation), enters into any arrangement or composition with its creditors, has a receiver, administrator, or administrative receiver appointed over its assets, ceases or threatens to cease to carry on business, or any similar event occurs in any jurisdiction;

4. any representation, warranty, or statement made by the Customer proves to have been untrue, inaccurate, or misleading when made;

5. the Goods are or become Dangerous Goods;

6. in the opinion of the Company it is impossible, impractical, or unlawful to perform the Services or to continue the Carriage;

7. a Force Majeure Event occurs and continues for more than Thirty (30) days.

2. Upon termination pursuant to this Clause 20.2, the Company shall be entitled:

1. to full payment of all Charges as if the contract had been fully performed;

2. to store, sell, or dispose of the Goods in accordance with Clauses 15 and 16;

3. to recover all losses, damages, and expenses incurred as a result of the termination;

4. to exercise all other rights and remedies available under these Conditions or at law.

3. Survival

Termination of any contract subject to these Conditions shall not affect:

1. any rights, remedies, obligations, or liabilities of the parties that have accrued prior to termination;

2. the provisions of these Conditions which expressly or by implication survive termination, including without limitation Clauses 6, 7, 8, 9, 16, and 22.

1. INSURANCE

   1. No Automatic Insurance

1. The Company does not undertake to arrange insurance on the Goods unless express written instructions are given by the Customer and accepted by the Company in writing signed by a duly authorized officer or director of the Company, and additional Charges are paid as agreed.

2. Unless otherwise agreed in writing, where the Company agrees to arrange insurance:

1. insurance shall be arranged by the Company as agent of the Customer only;

2. insurance shall be on Institute Cargo Clauses (C) or equivalent terms, or on such other terms as may be agreed;

3. the Company does not warrant that insurance will be accepted by underwriters or that any particular terms will be obtained;

4. the Company shall not be under any obligation to effect a separate insurance for each consignment;

5. if underwriters dispute liability for any reason, the Customer shall have recourse against the underwriters only and the Company shall have no liability whatsoever in connection with such insurance;

6. the Company shall not be under any obligation to give notice of termination of any insurance or to maintain any insurance after delivery of the Goods.

2. Exclusion of Liability

The Company does not hold itself out as carrying on business as an insurer or insurance broker and shall have no liability in respect of any failure to arrange insurance or in respect of any inadequacy of insurance or any failure by underwriters to pay any claim, save only for the Company's own gross negligence or wilful default in arranging insurance where expressly agreed, and subject always to the limitations in Clause 6.

21. JURISDICTION, GOVERNING LAW AND DISPUTE RESOLUTION

1. Governing Law

1. These Conditions and any contract to which they apply shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict of laws principles.

2. Subject to Applicable Law, the Hague-Visby Rules, or any other international convention or national law shall apply only to the extent that they are compulsorily applicable under the laws of Hong Kong or under the terms of any Bill of Lading or transport document expressly incorporating such rules or laws.

2. Jurisdiction

1. The Courts of the Hong Kong Special Administrative Region shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Conditions or

any contract to which they apply (including any dispute regarding the existence, validity, or termination of these Conditions or any contract), and each party irrevocably submits to the exclusive jurisdiction of such courts.

2. Each party irrevocably waives any objection which it may have now or hereafter to the laying of the venue of any proceedings in the Courts of Hong Kong and any claim that any such proceedings have been brought in an inconvenient forum.

22. THIRD PARTY SERVICE PROVIDERS

1. Identity of Contracting Party

Where the Customer engages the Company through a non-vessel operating common carrier (NVOCC), freight forwarder, or other intermediary ("Intermediary"), the Intermediary warrants that:

1. it has authority to bind the Customer to these Conditions;

2. any contracts concluded by the Intermediary with its own customers in respect of the Goods incorporate and are subject to these Conditions;

3. it shall indemnify the Company against all consequences of any failure to incorporate these Conditions into its contracts with its customers.

23.2 Intermediary as Principal

Where an Intermediary contracts with the Company on its own behalf (whether as principal, NVOCC, or otherwise), the Intermediary shall for all purposes be deemed to be the Customer and shall be bound by and liable under these Conditions as if it were the Owner and shipper of the Goods.

23. ASSIGNMENT AND TRANSFER

1. Assignment by Customer

The Customer shall not assign, transfer, or sub-contract any of its rights or obligations under these Conditions or under any contract subject to these Conditions without the prior written consent of the Company signed by a duly authorized officer or director.

2. Assignment by Company

The Company may at any time assign, transfer, or sub-contract any or all of its rights or obligations under these Conditions or under any contract subject to these Conditions without the consent of or notice to the Customer.

24. NOTICES

1. Form and Delivery

1. Any notice or other communication required or permitted to be given under these Conditions shall be in writing and may be delivered:

1. by hand;

2. by registered post or courier service to the party's registered office or last known address;

3. by email to the email address last notified by the party.

2. Notices shall be deemed to have been received:

1. if delivered by hand, when delivered;

2. if sent by registered post or courier, Three (3) business days after posting (or Seven

(7) business days if posted to or from a place outside Hong Kong);

3. if sent by email, 24 hours after transmission (provided no delivery failure notification is received by the sender).

2. Customer's Address

1. The Customer shall notify the Company in writing of any change to its address for service of notices.

2. In the absence of such notification, the Company may rely on the last address provided by the Customer or appearing on any document issued by or on behalf of the Customer.

25. SEVERABILITY

If any provision of these Conditions is or becomes illegal, invalid, or unenforceable under Applicable Law, such provision shall be deemed to be severed from these Conditions and the legality, validity, and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall negotiate in good faith to replace the severed provision with a valid and enforceable provision which achieves to the greatest extent possible the economic, legal, and commercial objectives of the severed provision.

26. WAIVER

1. No failure or delay by the Company in exercising any right or remedy under these Conditions shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

2. The rights and remedies provided in these Conditions are cumulative and not exclusive of any rights or remedies provided by law.

3. Any waiver by the Company must be in writing and signed by a duly authorized officer or director of the Company.

27. ENTIRE AGREEMENT

1. These Conditions, together with any Bill of Lading, invoice, quotation, booking confirmation, or other document issued by the Company and expressly incorporating these Conditions, constitute the entire agreement between the parties in relation to the subject matter hereof and supersede all previous agreements, arrangements, undertakings,

representations, warranties, and communications (whether oral or written) between the parties relating thereto.

2. Subject to Applicable Law and to Clause 1.4, these Conditions shall supersede and prevail over any terms and conditions contained in or purported to be incorporated into any purchase order, booking request, shipping instruction, or other document issued by or on behalf of the Customer.

3. The Customer acknowledges that it has not relied on any representation, warranty, or undertaking not expressly set out in these Conditions.

28. VARIATION AND AMENDMENTS

1. The Company reserves the right to amend, vary, or supplement these Conditions at any time by posting the amended Conditions on the Company's website at https://airseabroker.com/, and such amendments shall take effect Thirty (30) days after posting or such other date as may be specified.

2. The Customer shall be deemed to have accepted any such amendments if it continues to use the Services after the effective date of the amendments.

3. Notwithstanding the foregoing, any contract already concluded and any Goods already received by the Company before the effective date of any amendments shall continue to be governed by the version of these Conditions in force at the time the contract was concluded or the Goods were received (whichever is earlier).

29. HEADINGS

Headings and sub-headings in these Conditions are for convenience only and shall not affect the interpretation of these Conditions.

30. LANGUAGE

1. These Conditions are drafted in the English language.

2. In the event of any conflict or inconsistency between the English version and any translation of these Conditions, the English version shall prevail.

31. COUNTERPARTS

These Conditions and any contract or document incorporating these Conditions may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by email (PDF) or other electronic means shall be effective as delivery of a manually executed counterpart.

32. ELECTRONIC COMMUNICATIONS AND SIGNATURES

1. The Company may issue any Bill of Lading, invoice, receipt, or other document in electronic form, and any such electronic document shall have the same legal force and effect as a document in paper form.

2. Any communication by email, SMS, instant messaging applications (including but not limited to WhatsApp, WeChat, and similar services), online booking platforms, or other

electronic means shall be deemed to be in writing for the purposes of these Conditions and shall be legally binding and fully enforceable against the Customer.

3. Electronic or digital signatures shall be deemed to have the same legal force and effect as manual signatures.

33. ADDITIONAL PROVISIONS FOR SPECIFIC SERVICES

1. Customs Clearance and Forwarding Services

Where the Company provides customs clearance or forwarding services:

1. the Company acts solely as agent of the Customer;

2. the Customer warrants that all information and declarations provided for customs purposes are true, complete, and accurate;

3. the Customer shall indemnify the Company against all fines, penalties, duties, taxes, and expenses arising from any inaccuracy or non-compliance;

4. the Company shall not be liable for any delay or loss arising from customs examination, detention, or clearance procedures;

5. the Company shall be entitled to charge its fees and to recover all duties, taxes, and expenses incurred on behalf of the Customer;

6. the Company shall not be deemed to be, and shall not act as, the importer of record (IOR), exporter of record (EOR), declarant, or customs broker of record for any shipment, and the Customer (or the Owner, consignee, or other party as applicable) shall remain solely responsible for all obligations, duties, and liabilities attaching to such status in all jurisdictions; and

7. without limiting Clause 33.1(c), the Company shall not be liable for any duties, taxes, customs penalties, regulatory fines, seizure, detention, or other consequences arising from the Customer's actions, omissions, instructions, or any information, declaration, or documentation provided by or on behalf of the Customer.

2. Warehousing and Storage

Where the Company provides warehousing or storage services:

1. storage charges shall accrue from the date the Goods are received by the Company and shall be calculated by the Company;

2. the Company shall be entitled to a lien on the Goods for all storage charges;

3. the Company does not undertake to store the Goods in any particular manner or location unless expressly agreed in writing;

4. the Customer shall collect the Goods within a reasonable time and in any event within the period specified by the Company, failing which the Company may sell or dispose of the Goods in accordance with Clause 15.4;

5. subject to Clause 6, the Company shall not be liable for any deterioration, damage, or loss during storage howsoever caused.

3. Packing and Unpacking

Where the Company provides packing, unpacking, stuffing, or unstuffing services:

1. the Company shall not be liable for any shortage, damage, or loss discovered upon unpacking or unstuffing unless the Customer proves that such shortage, damage, or loss was caused solely and directly by the Company's gross negligence or wilful default during the packing or unpacking process;

2. the Customer shall provide all necessary information and materials and shall pay any additional Charges for special packing requirements;

3. the Company does not warrant that any packing method is suitable for the Goods or for the intended Carriage.

34. COMPLIANCE WITH SANCTIONS AND EXPORT CONTROLS

1. Sanctions Compliance

1. The Customer warrants that:

1. neither the Customer nor the Owner nor the consignee nor any person having an interest in the Goods is a person or entity designated on any sanctions list maintained by the United Nations, the United States, the European Union, the United Kingdom, Hong Kong, the People's Republic of China, or any other relevant jurisdiction;

2. the Goods are not subject to any applicable sanctions or export control restrictions;

3. the Carriage and delivery of the Goods will not breach any applicable sanctions or export control laws;

4. the Goods will not be used for any purpose prohibited by applicable sanctions or export control laws.

2. The Customer shall indemnify the Company against all claims, liabilities, losses, damages, costs, and expenses arising from any breach of this Clause 35.1.

2. Right to Refuse or Terminate Services

The Company shall be entitled to refuse to provide or to immediately terminate Services without notice or liability if:

1. the Company has reason to believe that the Customer, Owner, consignee, or Goods are subject to sanctions or export control restrictions;

2. the provision of Services would or might expose the Company to the risk of sanctions or other penalties.

1. DATA PROTECTION AND PRIVACY

   1. Processing of Personal Data

1. The Company may collect, use, store, and disclose personal data relating to the Customer, its representatives, and any other persons in connection with the Services for the purposes of:

1. providing and administering the Services;

2. complying with legal and regulatory obligations;

3. enforcing these Conditions and recovering sums due;

4. communicating with the Customer and other parties;

5. any other purposes notified to the Customer from time to time.

2. The Company may disclose personal data to Sub-contractors, Carriers, authorities, and other third parties as necessary for the purposes described in Clause 36.1(a).

3. Personal data may be transferred to jurisdictions outside Hong Kong for the purposes described in Clause 36.1(a).

4. By accepting these Conditions, the Customer consents to such collection, use, storage, disclosure, and transfer of personal data.

2. Customer's Obligations

The Customer warrants that:

1. it has obtained all necessary consents from individuals whose personal data it provides to the Company;

2. it has informed such individuals of the Company's processing of their personal data as described in this Clause 36.

36. MISCELLANEOUS

1. Independent Contractors

The Company and the Customer are independent contractors. Nothing in these Conditions shall create or be deemed to create a partnership, joint venture, agency (except as expressly provided), or employment relationship between the parties.

2. No Waiver of Rights by Third Parties

Subject to Clause 2.4(b), nothing in these Conditions is intended to confer any benefit on any third party or to be enforceable by any third party.

3. Time of the Essence for Payment

Time for payment of all Charges and other sums due to the Company shall be of the essence.

4. Currency and Costs

1. Unless otherwise stated, all sums payable to the Company shall be paid in Hong Kong Dollars.

2. The Customer shall pay all bank charges, transfer fees, and other costs associated with payment to the Company.

5. Set-off

The Company may at any time and without notice set off any sums owed by the Company to the Customer against any sums owed by the Customer to the Company.

6. Interest on Judgments

If the Company obtains judgment against the Customer, interest shall accrue on the judgment debt at the rate provided in Clause 4.1(d) or at such higher rate as the court may order.

37. DEFINITIONS OF WEBSITE AND CONTACT DETAILS

1. Company Website

For the purposes of these Conditions, the Company's website is: https://airseabroker.com/

2. Company Contact Details Air Sea Broker Limited

Registered Office: Unit 1803, 18/F, Tower 1,Ever Gain Plaza, 88 Container Port Road, Kwai

Chung, NT Hong Kong Email: [INSERT EMAIL]

Telephone: [INSERT TELEPHONE]

Company Registration No.: 73870983

38. SUPERSEDING EFFECT AND ACKNOWLEDGMENT

1. Superseding Effect

1. Subject to Applicable Law and to the extent permitted by Applicable Law, these Standard Trading Conditions shall supersede and prevail over:

1. any and all terms and conditions contained in any Bill of Lading, waybill, consignment note, or other transport document issued by or on behalf of the Company;

2. any and all terms and conditions contained in any agency agreement, cooperation agreement, or other agreement (however titled) entered into between the Company and the Customer or any third party;

3. any and all terms and conditions of any Carrier, Sub-contractor, or other third party;

4. any and all terms and conditions put forward by or on behalf of the Customer in any document whatsoever;

5. any standard trading conditions published by any freight forwarding association or

other body;

6. any custom, trade usage, or course of dealing.

2. In the event of any conflict or inconsistency between these Conditions and any other terms and conditions (including those referred to in Clause 39.1(a)), these Conditions shall prevail to the fullest extent permitted by Applicable Law.

3. The Customer expressly acknowledges and agrees that the Company has clearly brought these Conditions to the Customer's attention and that the Company has provided the Customer with a reasonable opportunity to review these Conditions before contracting with the Company.

2. Acknowledgment by Customer

BY CONTRACTING WITH THE COMPANY OR BY DELIVERING OR CAUSING TO BE DELIVERED ANY GOODS TO THE COMPANY OR BY REQUESTING SERVICES FROM THE COMPANY, THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT:

1. IT HAS READ AND UNDERSTOOD THESE CONDITIONS;

2. IT ACCEPTS AND AGREES TO BE BOUND BY THESE CONDITIONS IN FULL;

3. THESE CONDITIONS SHALL SUPERSEDE AND PREVAIL OVER ANY OTHER TERMS AND CONDITIONS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW;

4. IT WARRANTS THAT IT HAS AUTHORITY TO BIND THE OWNER AND ALL OTHER PERSONS HAVING AN INTEREST IN THE GOODS TO THESE CONDITIONS;

5. IT HAS HAD A REASONABLE OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE ON THESE CONDITIONS.