(Based on the model terms and conditions of service as promulgated by the National Customs Brokers and Forwarders Association, adapted for Indian Customs Brokerage)
These Terms and Conditions of Service constitute a legally binding contract between the "Company" (ZION EXPRESS CARGO PVT LTD, hereafter "ZECPL") and the "Customer" governing the provision of customs brokerage and related services by ZECPL to the Customer. In the event ZECPL renders any other services to Customer, the Terms and Conditions of Service as set forth for such other service(s) shall govern those services. The most current Terms and Conditions of Service and the controlling version of the ZECPL Terms and Conditions of Service are published at www.zionexpress.com and are subject to change by ZECPL, without prior notice.
ZECPL acts as the "agent" of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the filing of security documentation on behalf of the Customer and other dealings with Indian Government Agencies. As to all other services, ZECPL acts as an independent contractor. Customer agrees that the version of these Terms and Conditions of Service in effect at the time of tender will apply to services provided by ZECPL. Except to the extent of any written agreement between ZECPL and Customer, these Terms and Conditions of Service supersede any claimed, alleged or asserted oral agreement, promise, representation, or understanding between or among the parties with respect to the customs brokerage services provided by ZECPL.
Unless subject to a specific statute or international convention, all claims against ZECPL for a potential or actual loss, must be made in writing and received by ZECPL within ninety (90) days of the event giving rise to claim. Customer's failure to give ZECPL timely notice shall be a complete defense to any suit or action commenced by Customer. Claims may not be deducted from charges and no claim will be considered until all fees due hereunder have been paid in full. In the event that ZECPL pays a claim, ZECPL shall be entitled to possession of the portion of the shipment for which claim was made as salvage, if applicable. The failure to provide the salvage shall be a bar to recovery of any claim.
Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, ZECPL shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment; advice by ZECPL that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that ZECPL warrants or represents that such person or firm will render such services nor does ZECPL assume responsibility or liability for any action(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party. All claims in connection with the act of a third party shall be brought solely against such party and/or its agents. In connection with any such claim, ZECPL shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by ZECPL.
Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by ZECPL to the Customer are for informational purposes only and are subject to change without notice. No quotation shall be binding upon ZECPL unless ZECPL in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between ZECPL and the Customer.
Third parties to whom the goods are entrusted may limit liability for loss or damage; ZECPL will request excess valuation coverage only upon specific written instructions from the Customer, which must agree to pay any charges therefore; in the absence of written instructions or the refusal of the third party to agree to a higher declared value, at ZECPL's discretion, the goods may be tendered to the third party, subject to the terms of the third party's limitations of liability and/or terms and conditions of service.
Unless requested to do so in sufficient time prior to shipment from point of origin, and confirmed to Customer in writing, ZECPL is under no obligation to procure insurance on Customer's behalf. ZECPL does not undertake or warrant that such insurance can or will be placed. In the event that Customer requests insurance from ZECPL, all insurance placed will be governed by the certificate or applicable policy issued, and will only be effective upon acceptance by the insurance company selected by ZECPL. In all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance. If for any reason the goods are held in warehouse, or elsewhere, the goods will not be covered by insurance, unless the Customer specifically requests such coverage in writing, and in advance, and ZECPL confirms in writing that such coverage has been obtained.
All charges including but not limited to duties and taxes must be paid by Customer within ten (10) working days from the date of invoice for such fees, regardless of other terms that may have been agreed up for other invoiced services. ZECPL will not advance funds for payment of duties or taxes.
The Customer agrees to indemnify, and hold ZECPL harmless from any claims and/or liability, fines, penalties and/or attorneys' fees (regardless of whether or not litigation is filed) arising from the importation or exportation of Customer's merchandise, any/or any conduct of the Customer, including but not limited to the inaccuracy of entry, export or security data supplied by Customer or its agent or representative, which violates any applicable laws, and further agrees to indemnify and hold ZECPL harmless against any and all liability, loss, damages, costs, claims, penalties, fines and/or expenses, including but not limited to reasonable attorney's fees (regardless of whether litigation is filed), which ZECPL may hereafter incur, suffer or be required to pay by reason of such claims.
ZECPL shall use reasonable care regarding written instructions relating to "Cash/Collect" on "Deliver (C.O.D.)" shipments, bank drafts, cashier's and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall have no liability if the bank or consignee refuses to pay for the shipment. All payment documents tendered in satisfaction of C.O.D. shipments will be accepted based solely on Customer's accepting all risks related thereto, including without limitation, Customer's responsibility for risk of non-payment, insufficient funds, and forgery.
Customer acknowledges that it has the duty and is solely liable for maintaining all records required under the Customs and/or other Laws and Regulations of India. Unless otherwise agreed to in writing, ZECPL shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a "record keeper" or "record keeping agent" for Customer.
All shipments are subject to inspection by ZECPL. ZECPL is not obligated to perform such inspection except as mandated by law. ZECPL reserves the right to unilaterally reject a shipment it deems unfit for transport after inspection.
ZECPL shall have a general lien on any and all property (and documents related thereto) within its care, custody and control for all charges and expenses advanced by ZECPL, including any charges due for prior unrelated shipments, invoices or services performed by ZECPL. ZECPL may refuse to surrender possession of the goods until all such charges are paid in full. If such amounts remain unpaid for 30 days after ZECPL's demand for payment, ZECPL may sell such property at public auction or private sale. The proceeds of such sale shall be applied to the amounts owed. Any surplus shall be paid to the rightful party and the Customer shall remain responsible for any deficiency.
Unless requested by Customer in writing and agreed to by ZECPL in writing, ZECPL shall be under no obligation to undertake pre or post release actions, including, but not limited to, obtaining binding rulings, advising of clearances, filing of petition(s) and/or protests, etc.
Where ZECPL prepares and/or issues a bill of lading, ZECPL shall be under no obligation to specify thereon the number of pieces, packages, and/or cartons, etc., unless specifically requested to do so in writing by Customer or its agent and Customer agrees to pay for same. ZECPL shall rely upon and use the cargo weight supplied by Customer.
These Terms and Conditions of Service may only be modified, altered or amended in writing signed by both Customer and ZECPL; any attempt to unilaterally modify, alter or amend same shall be null and void.
The compensation of ZECPL for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by ZECPL to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by ZECPL from carriers, insurers, and others in connection with the shipment. On ocean exports, upon request, ZECPL shall provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or action against the Customer for monies due ZECPL, upon recovery by ZECPL, the Customer shall pay the expenses of collection and/or litigation, including reasonable attorney fees and a late payment fee of 1.5% per month, or the highest rate permitted by applicable law.
ZECPL shall not be liable for losses, damages, delays, wrongful or missed deliveries or nonperformance, in whole or in part, of its responsibilities under the Agreement, resulting from circumstances beyond the control of either ZECPL or its subcontractors, including but not limited to: (i) acts of God, including flood, earthquake, storm, hurricane, power failure or other natural disaster; (ii) war, hijacking, robbery, theft or terrorist activities; (iii) incidents or deteriorations to means of transportation, (iv) embargoes, breaches of contract or omissions by Customer, Shipper, Consignee or anyone else who may have an interest in the shipment (viii) acts by any government or any agency or subdivision thereof, including denial or cancellation of any import/export or other necessary license; or (ix) strikes, lockouts or other labor conflicts.
In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in full force and effect. ZECPL's decisions to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein.
All notices to ZECPL shall be provided by registered post or courier and shall be effective upon receipt by ZECPL at its registered office address as published on www.zionexpress.com, Attn: Director, Import Services.
These Terms and Conditions of Service and the relationship of the parties shall be construed according to the laws of India, without giving consideration to principles of conflict of law. Customer and ZECPL: