SEAIRO SHIPPING & LOGISTICS

Seario Shipping Logistics, (herein after referred to as the “Firm” which expression shall unless the context otherwise require include its successors and permitted assigns ), shall provide the Services (as defined herein after) accordingly to the Standard Terms & Conditions of Freight Forwarding & Logistic Service set out here under.

Basis of contract

1.1 All Services offered to be performed and performed by the Firm shall be governed by these Conditions. These Conditions shall be deemed to be accepted at the time of order. The Customer hereby agrees that these Conditions shall apply to any order placed whether written, verbally or electronically communicated, even though no reference to these Conditions has been made. The Customer warrants to accept these Conditions for himself and for and on behalf of the Owners. Subject to Applicable Laws, every variation, cancellation or waiver of these Conditions must be in writing signed by a Director of the Firm. Notice is hereby given that no other person has or will be given any authority whatsoever to agree to any variation, cancellation or waiver of these Conditions.

1.2 If the Firm has undertaken the transportation of Goods as a Multi Modal Transport Operator and have issued its own MTD, then the Firm performs such Services as carrier of the Goods and acceptance of the Goods for transport to the destination as per the terms of transportation under the MTD. Services provided under such circumstances shall be in accordance with the Multi Modal Act 1993. In the event of any inconsistency between these Conditions and the Multi Modal Act 1993, the provisions of the latter shall prevail. The terms and conditions of MTD will be applicable for such Services and MTD will override the provision of these terms in the event of any inconsistency between the two documents.

Definition and interpretation

In these Conditions, the following words and expressions shall, unless repugnant to the context or meaning thereof, have the meaning hereinafter respectively assigned to them:

“Authority” means a duly constituted legal or administrative Person, acting within its legal powers and exercising jurisdiction within any nation, state, municipality, port, airport or warehouse;

“Conditions” means the entire undertakings, terms, conditions and clauses embodied herein and includes any other terms and conditions printed in whatsoever documents, but signed by a Director, arising from and related to the Services provided;

“Customer” means any Person at whose request or on whose behalf the Firm undertakes any business, or provides advice, information or services, and includes the party named as "shipper" or "consignor" on the front of the Shippers' Instructions form and on the Firm's Air Waybill or Bill of Lading or the "Customer" as defined in the Logistics Services Agreement or the Warehouse Warrant or the Consignment Note;

“Dangerous Goods” means goods whose storage, handling or transportation is, because of their dangerous or hazardous or noxious nature, subject to special regulation under the Applicable Laws. These include, without limitation, Goods which are explosive, oxidising, compressed or liquefied gas, combustible, flammable, poisonous, perishable or radioactive;

“Delivery Address” means the delivery bay or the applicable area of an address designated by the Customer as described in the consignment note;

“Director” means a director of the Firm; “Fees” means any and all fees, charges and any other sums payable by the Customer to the Firm under these Conditions in connection with the performance of the Services;

“Force Majeure” means in relation to either party, any circumstances that are (i) beyond the reasonable control of the party claiming Force Majeure, (ii) reasonably unforeseeable and (iii) of such a nature as to prevent or prohibit that party's performance (including, without limitation, any of the following: fire, flood, epidemic, earthquake, storm, tidal wave or other acts of nature; riot, war, hostility, public disturbance or acts of public enemies; strike, lock-out or other form of industrial action or work stoppages or individual actions; prohibitions by or acts of governments or public agencies; and failure or interruption of public or private transportation or other utilities);

“Goods” shall mean all goods including Dangerous Goods and Perishable Goods and products of any description delivered to the Firm for or relating to the purpose of the Services;

“Laws” means all laws, statutes, ordinances, regulations, guidelines, policies and other pronouncements having the effect of laws of the applicable jurisdiction or jurisdictions, as the case may be, by any Authority having jurisdiction over the matter in question;

“MTD” means multi model transport document’ . Standard Conditions governing MTD issued in accordance with Multimodal Transportation of Goods Act, 1993 is provided in Schedule I;

“Owner” means and includes the owner, shipper and consignee of the Goods and any other Person who is or may become interested in the Goods and anyone acting on their behalf;

“Person” means and includes any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his capacity as trustee, executor, administrator, or other legal representative;

“Services” means the services to be provided by the Firm to the Customer in connection with or incidental to export or import of Goods. The Services includes but not limited to providing or arranging:

services of consolidator, freight forwarder by air, water or surface or by multi modal transportation;

custom house activities, surface transportation & distribution; and

activities connected with movement of Goods such loading, unloading, packaging, warehousing,

inventory management, transportation or clearing, etc. including movements of over dimensional

cargos and Goods requiring controlled climatic conditions.

2.2 In these Conditions, unless otherwise expressly specified:

The headings are for information only and are to be ignored in construing it;

a reference to a statute or statutory instrument or any of their provisions is to be construed as a

reference to that statute or statutory instrument or such provision as the same may have been

amended or replaced;

grammatical variants of terms defined in this Clause 2 shall bear their corresponding meanings;

references to recitals, clauses, paragraphs or schedules are to recitals, clauses and paragraphs of

and schedules to these Conditions. The schedules form part of the operative provisions of these

Conditions and references to these Conditions shall, unless the context otherwise requires, include

references to the recitals and the schedules;

words denoting the singular shall include the plural and vice versa and words denoting any gender

shall include all genders;

All representations, warranties, undertakings, agreements, covenants, obligations, liabilities,

guarantees and indemnities expressed in these Conditions or otherwise implied to be made, given

or assumed by the Customer shall be deemed to be made, given or assumed by the Customer and

the Owner jointly and severally.

Client’s representation, warranty and obligation

3.1 The Customer warrants that he is either the Owner or the authorised agent of the Owner and that it is authorised to accept and is accepting these Conditions either for itself or as agent for and on behalf of the Owner.

3.2 When the Customer acts as the agent of the Owner, the Customer also accepts personal liability to the Firm, but without prejudice to any of the rights or remedies of the Firm against the Owner, and so that in respect of such transaction or business the Firm is entitled to enforce its rights or remedies, including but without limiting the rights to recover any sum payable to the Firm, against the Customer and the Owner jointly and severally.

3.3 The Customer warrants that he is competent and has all the knowledge of the matter affecting the conduct of his business in so far as relevant to the carriage of Goods, including his contractual and other obligations and the need for insurance.

3.4 The Customer is duty bound to advice correct particulars and information in respect of the goods, namely, all marks, weight, volumes, numbers , brands, contents, description, nature of goods, and they not being Hazardous or dangerous to the property & life of third parties, values and another information as applicable.

3.5 The Goods are fit to be carried and stored in the condition and packaging in which they are tendered to the freight forwarder, and comply with the specific countries notification in respect of their use of packing material / free from all pest and duly fumigated, as applicable, Unless, the Customer has advised the Firm for appropriate packing & tendered the goods for packaging & forwarding on their behalf for additional consideration.

3.6 The Customer and/or the Owner have complied with all the applicable laws and obligation and have obtained all the necessary consents and authorisation in respect of the goods, their packing norms, handling and the carriage of such goods.

3.7 The Customer shall provide information about the nature of the Goods such as whether it is hazardous, inflammable, fragile or breakable or whether it can cause damage to the property and the life of third parties/ other cargo/ carriers/ warehouse keepers/ transporters. Such information shall be provided very apparently with suitable prescribed marking on packaging and on documents and is responsible for all consequence & damages arising out of the failure to make such declaration.

3.8 The Customer shall not hold the Firm responsible for any damage arising out of consequence of not advising the Firm of any specific requirement with respect to special care / packing/ stoving/ handling/ storage of the Goods.

3.9 The Customer agrees to supply the Firm, within a reasonable time stipulated by the Firm, with all the necessary and/or relevant and/or executable information to enable the Firm to perform the Services. The Customer acknowledges that the Firm shall rely on such information for the planning and performance of the Services. If such information is not supplied within the stipulated time, the Firm is entitled to additional charge due to the delay in providing the necessary and/or relevant information.

3.10 The Customer warrants that the Goods are securely, properly and sufficiently packed or labelled, and that the Firm has no liability for any loss of or damage to the Goods which are improperly or insufficiently packed or prepared, no matter how such loss or damage is caused.

3.11 The Customer warrants that all descriptions, values and other particulars of the Goods furnished to the Firm for customs, consular and other purposes are true, complete and accurate and are in such format as the Firm may reasonably request. It is the duty of the Customer to provide such information to the Firm and to ensure that such information is true, complete and accurate.

3.12 In addition and without prejudice to any provisions of Clause 9, the Goods are fit and suitable for the carriage, Storage, packing, unpacking and other handling in accordance with, pursuant or related to the Services.

3.13 The consignee or other Person entitled to the delivery of the Goods shall take delivery of the Goods upon their arrival at the Delivery Address and shall pay all necessary charges, taxes and duties and shall comply with all the necessary formalities and procedures within a stipulated or reasonable time.

3.14 The Customer shall be liable for any duties, taxes, levies, deposits or outlays of any kind levied by any Authority for or in connection with the Goods and for any payments, storage, demurrage, fines, expenses, loss or damage whatsoever incurred or sustained by the Firm in connection therewith. The Customer further undertakes to indemnify the Firm with such loss and damages suffered by the Firm upon first written demand.

Firm’s obligation

4.1 The Firm shall use all reasonable skills, diligence and endeavours to provide the Services.

4.2 The responsibility of the Firm for the performance of the Services shall be limited to that part when the Firm takes possession of the Goods for the performance of the Services up to the completion of the Services.

4.3 The Firm shall only be obliged to provide services not specifically included in the Services if a change in writing is made between the parties. Without prejudice to the foregoing, provided prior consent in writing shall have been obtained from the Customer, the Customer shall be obliged to pay the Firm in relation to all services rendered by the Firm at the rate charged by the Firm in accordance with its then current usual practices.

4.4 Unless otherwise specifically provided, time shall not be of the essence of these Conditions.

Contractual status

5.1 Save as provided in these Conditions, or unless otherwise agreed in writing, all Services are provided by the Firm as agents of its Customers.

5.2 The Firm shall be entitled to perform any of its Services or exercise any of its powers or discretions hereunder by itself or through its parent, subsidiary or associated companies. In the absence of agreement to the contrary, any contract to which these Conditions may apply is made by the Firm on its own behalf and also as agent for and on behalf of any such parent, subsidiary or associated Firm and any such Firm shall be entitled to the benefit of these Conditions.

5.3 Without prejudice to any other Conditions, it shall not be construed that any Services are provided by the Firm other than as an agent of the Customer by reason only of any one or more of the following:-

the Firm issuing its own logistics services agreement, warehouse warrant”, consignment note,

air consignment note, house bill of lading or freight forwarder cargo receipt;

the Firm charges an inclusive price; and

the Goods are forwarded, carried, transported, stored or otherwise handled together or in

consolidation with other goods.

5.4 If in respect of any transactions, the Firm is held to be acting as principal, then the provisions of Schedule II shall apply to the extent that such Services are provided by the Firm as principal only.

Firm contracts as agent

6.1 The Firm is entitled to select third party sub-contractors (including but not limited to carriers, storage keepers, warehousing agents, stuffing agents, packers, surveyors, transporters) as independent agents for and on behalf of the Customer in connection with or incidental with the performance of the Services.

6.2 Where the Firm enters into a contract for and on behalf of the Customer in its own name with any third party arising from and/or incidental to the Services, the Firm is not the provider such services for any purposes, nor does the Firm make or purport to make any contract as a principal with the Customer for the carriage, Storage, transportation, transhipment, loading, unloading, pick and pack service or other handling of the Goods. The Firm’s sole obligation is to procure contracts for the carriage, storage, transportation, transhipment, loading, unloading, pick and pack service or other handling of the Goods by the third party.

6.3 Notwithstanding anything provided in these Conditions, the Firm shall under no circumstances be liable for any loss, damage and expenses to the Goods or any delay or deficiency in Services for any reasons whatsoever when the Goods are in the custody, possession or control and influence of the sub- contractors or where the delay or deficiency in Services can be attributed to the sub-contractors appointed by the Firm.

6.4 In addition and without prejudice to the exceptions and limitations contained in these Conditions, the Firm shall be entitled to the benefit of all exceptions and limitations in favour of any third party expressly contained or implied in the Firm’s contract with such third party. The Customer shall not seek to impose on such third party any liability greater than that accepted by the third party under such contract or as set out on these Conditions whichever is the lesser.

6.5 The provisions of Schedule III shall apply to the extent that such services are provided by the Firm as agent only.

Forwarding agent

7.1 Subject to Clause 1.2 and without prejudice to the generality of Clause 6, to the extent that the Firm acts as an freight forwarder, the Firm does not make or purport to make any contract with the Customer for the carriage, storage or handling of the Goods nor for any other physical service in relation to them and acts solely as an agent of the Customer in securing such services on behalf of the Customer by establishing contracts with third parties so that direct contractual relationships are established between the Customer and such third parties. Such contract will include but not limited to:

contract for the carriage of Goods by any route and means as the carrier deem fit;

contract for handling of Goods by any Person, at any place and for any length of time ; and

any other contracting / sub -contracting which may be necessary or incidental in the performance of

the duties as a freight forwarder.

7.2 The Firm shall not be liable for the acts and omissions of such third parties, The Firm shall under no circumstances be liable for any loss, damage, expense or delay to the Goods for any reason whatsoever when said Goods are in custody, possession or control of such third parties selected by the Firm in course of performance of activities as freight forwarder.

7.3 Unless specifically agreed in writing, the Firm does not warrant and shall not be under obligation to the Customer to carry/ store / handle the Goods separately from the other similar or general cargo.

7.4 The Firm when appoints carriers to carry Goods (including air carriers), such carriage shall be subject to various international conventions relating the carriage of goods and the carrier shall be entitled to various exceptions and limitations set forth in such conventions.

7.5 The Firm when storing the Goods as part of the freight forwarding activity or transportation of Goods under MTD is entitled to rely on the declaration of the Customer or its agents as to the nature of the Goods and the apparent condition without verifying the contents and the quality. The Customer warranties that all declarations are correct and shall keep the Firm harmless and indemnify from all cost, levies, charges, in an event of the any damage to life and property arising of such incorrect warranties.

7.6 The Firm shall recover storage charges as per the agreed contractual terms based on the period of the storage and the same shall be paid as agreed between the parties. Delay in removal of stored items beyond the agreed period will make the Customer liable to pay 150% of the normal storage charges agreed with the Firm and in case of continued default, the Firm can sell the Goods after giving notice to the Customer.

Rights of the Firm

8.1 The Firm shall be entitled and is so authorised, except insofar as has been otherwise agreed in writing, to enter into contracts on behalf of itself or the Customer and without notice to the Customer:

for the carriage of Goods by any route, means or Person;

for the carriage of Goods of any description whether containerised or not on or under the deck of

any vessel;

for the Storage, packing, unpacking, transportation, transhipment or other handling of Goods by

any Person at any place whether on shore or afloat and for any length of time;

for the carriage or storage of Goods in containers or with other goods of whatever nature;

for the performance of its own obligations; and

to do such acts or enter into other contracts or arrangements as in the opinion of the Firm may

be necessary or incidental to the performance of the Firm's obligations and the Services.

8.2 The Firm shall be entitled but not obliged, to depart or deviate from the Customer's instructions in any respect if in the opinion of the Firm there is good and reasonable reason to do so in the Customer's interest or is otherwise expedient to do so and it shall not thereby incur any additional liability. Additional Fees, if any, shall be paid by the Customer under first written demand by the Firm.

8.3 The Firm may at any time comply with the orders or recommendations given by any Authority. The responsibility of the Firm in respect of the Goods shall cease on the delivery or other disposition of the Goods in accordance with such orders or recommendations. The Customer shall bear and pay all duties, taxes, fines, imports, expenses or losses incurred or suffered by reason thereof and shall indemnify the Firm in respect thereof.

8.4 The Firm is authorised by the Customer to act or to enter into any contract or arrangement without prior consultation with or further authorisation from the Customer, and the Firm is not required to inform the Customer of the terms and conditions or details of the contracts or arrangements or acts entered into or taken by the Firm.

8.5 Without prejudice to the generality of the foregoing, the Firm is authorised to agree with any third party the fees payable to such third party without reference to or further authorisation from the Customer. It is agreed that the difference between the fees payable by the Firm to the third party, and the fees payable by the Customer to the Firm is the Firm’s commission or remuneration or profit. The Customer waives any and has no right of enquiry of the fees payable to the third party and the Firm is not under any duty to account to the Customer for the Firm’s commissions, remunerations or profits.

8.6 The Firm or any Person authorised by the Firm shall be entitled, but under no obligation, to open any container or package at any time and to inspect the Goods. If it thereupon appears that the contents of any part thereof cannot safely or properly be carried further, either at all or without incurring any additional expenses or taking any measures in relation to the container or its contents of any part thereof, the Firm may abandon the transportation thereof and/or terminate the Services and/or take any measures and/or incur any reasonable additional expense to carry or to continue or to store the same ashore or afloat undercover or in the open, at any place, where storage shall be deemed to completion of the Services The Customer shall indemnify the Firm against any reasonable additional expenses incurred upon first written demand.

8.7 The Firm is not obliged to arrange for the Goods to be carried, forwarded, packed, unpacked stored or handled separately. The Firm is authorised but is not obliged to consolidate or arrange to be consolidated the Goods of the Customer with other goods.

8.8 The Customer expressly agrees to be bound in all respects by any act or contract or arrangement done or entered into by the Firm pursuant to the aforesaid authorisations.

8.9 The Firm shall not be under any duty or obligation to the Customer or the Owner to give any notice or otherwise take any action to preserve or protect the rights of the Customer or the Owner in relation to any claim or remedy which the Customer or the Owner may have against any third parties.

8.10 Unless otherwise previously agreed in writing that the Goods shall depart or arrive by a particular date and time, the Firm accepts no responsibility for departure or arrival dates and time of the Goods.

8.11 Unless otherwise previously agreed in writing or otherwise provided for under the provisions of a document signed by the Firm, instructions relating to the delivery or release of Goods against payment or against surrender of a particular document shall be in writing and the Firm’s liability shall not exceed that provided for in respect of mis-delivery of Goods.

8.12 The Firm shall not be under any duty or obligation to the Customer or the Owner to give any notice or otherwise take any action to preserve or protect the rights of the Customer or the Owner in relation to any claim or remedy which the Customer or Owner may have against any third parties.

Dangerous goods and special goods

9.1 Unless otherwise previously agreed in writing, the Customer shall not deliver to the Firm or cause the Firm to deal with or handle Dangerous Goods and/or Special Goods. The Customer shall further specifically notify the Firm in writing if the Goods are “Dangerous Goods” or “Special Goods”.

9.2 The Customer warrants that it has obtained all necessary permits for the performance of the Services (including transportation and/or Storage) on the Dangerous Goods and/or Special Goods.

9.3 If the Customer is in breach of Clauses i and ii above, he shall be liable for all expenses, loss or damages whatsoever caused by or to or in connection with the Goods howsoever arising and shall defend, indemnify and hold harmless the Firm against all penalties, claims, damages, costs and expenses and any other liabilities whatsoever arising in connection therewith and the Goods may without notice be destroyed or otherwise dealt with at the sole discretion of the Firm or any other Person in whose custody they may be at the relevant time.

9.4 If the Firm agrees to accept Dangerous Goods and/or Special Goods and then in the opinion of the Firm or any other Person they constitute a risk to other goods, property, life or health they may, without notice, be destroyed, disposed of or abandoned or otherwise dealt with at the sole discretion of the Firm at the sole expense and risk of the Customer or Owner jointly or severally without any liability to the Firm or any other Person in whose custody or control they may be at the relevant time and without prejudice to the Firm’s entitlement to the Fees.

9.5 The Customer shall ensure that the Dangerous Goods and/or Special Goods are packed in a manner adequate to withstand the risk of performance of the Services having regard to their nature and in compliance with laws, regulations or requirements of the Laws of applicable country. The Firm shall not be liable for any loss and/or damage to the Dangerous Goods and/or Special Goods arising out of and resulting from the Customer’s failure in such obligations.

9.6 The Dangerous Goods and/or Special Goods shall be properly marked and labelled indicating the nature and character of any such Dangerous Goods and/or Special Goods so as to comply with the applicable Laws.

9.7 The Customer shall ensure that special instructions and material safety data sheet in writing for the handling and care of the Dangerous Goods and/or Special Goods have been received by the Firm at least 3 clear calendar days before the date of delivery or picking up or Storage, where applicable, of the Dangerous Goods and/or Special Goods.

9.8 Except under special arrangements previously made in writing, the Firm will not accept or deal with bullion, coins, precious stones, jewellery, valuable, antiques, pictures, livestock or plants. Should the Customer nevertheless deliver any such goods to the Firm or cause the Firm to handle or deal with any such goods otherwise than under special arrangements previously made and accepted in writing, the Firm shall be under no liability whatsoever for or in connection with such goods or any part thereof (including without limitation any loss or damage or non-delivery or mis-delivery or delay) howsoever caused and notwithstanding that the value may be shown, declared or indicated on any documents accompanying the shipment.

9.9 The Customer undertakes not to tender for transportation any Goods which require temperature control without previously giving written notice of their nature and particular temperature range to be maintained. In the case of a temperature controlled container stuffed by or on behalf of the Customer, the Customer undertakes that the container has been properly pre-cooled or pre-heated as appropriate, that the Goods and/or Special Goods have been properly stuffed in the container and that its thermostatic controls have been properly set by the Customer. If the above requirements are not complied with, the Firm shall not be liable for any loss of or damage to the Goods and/or Special Goods caused by such non-compliance.

9.10 The Firm shall not be liable for any loss of or damage to the Goods, Dangerous Goods and/or Special Goods arising from defects, derangement, breakdown, stoppage of the temperature controlling machinery, plants, insulation or any apparatus of the container, provided that unless if any of loss or damage occurred due to gross negligence or material default on the part of the Firm.

9.11 Nothing contained in this Clause shall deprive the Firm of any of its rights provided elsewhere in these Conditions.

Insurance

10.1 Unless otherwise agreed in writing, the Firm shall not be under any obligation to effect an insurance cover for the Goods.

10.2 Unless otherwise requested by the Customer in writing, The Firm will assume that the Customer has obtained adequate insurance for all risk and consequences relating to the loss or damage of the Goods.

10.3 If the Customer so desires, the Firm may, upon prior written instructions given by the Customer, acting solely as an agent of the Customer, use reasonable efforts to arrange for insurance coverage for and on behalf of the Customer at the Customer's expenses. The Firm does not warrant or undertake any such insurance shall be accepted by the insurance Firm or underwriters. All insurances affected by the Firm are subject to the usual exceptions and conditions of the policy of the insurance Firm or underwriters taking the risk. Where the underwriters dispute their liability for whatsoever reasons, the Customer, as the assured, shall have recourse against the underwriters only.

10.4 Whether or not the insurance cover is arranged by the Firm, the insurance policy of the Customer should note the Firm interest as freight forwarding and logistic agents and hold the Firm harmless from any loss or damage not attributable to gross negligence of material default in performance of the Services by the Firm.

Fee, charges and quotation

11.1 Fees shall be deemed fully earned on receipt of the Goods by the Firm and shall be paid and non-returnable in any event.

11.2 The Customer is primarily liable for the payment of all Fees whether the same or any of them are to be pre-paid or to be collected.

11.3 All Fees shall be paid without any set-off, counterclaim, deduction or stay of execution.

11.4 The Firm at its discretion may request an advance to cover Fees, duties, charges, taxes and/or whatsoever other expenses payable before the Firm’s invoice is rendered. Forthwith upon such written request being made, the Customer shall make such advance to the Firm.

11.5 Without prejudice to any of the foregoing provisions, when the Firm is instructed to collect Fees and/or whatsoever other expenses from any third party other than the Customer, the Customer shall remain responsible for the payment of the Fees and/or expenses. The Customer shall forthwith upon first written demand pay the Firm such Fees and/or expenses or any balance thereof together with interest (if applicable) without deduction or set-off or counterclaim. Without prejudice to the generality of the foregoing, this provision shall apply when the Goods are refused by any Person entitled to delivery or confiscated by the customs or any Authority or for any reason it is in the opinion of the Firm not practicable or impossible to arrange for the delivery and/or return of the Goods.

11.6 On all amounts overdue to the Firm, the Firm shall be entitled to interest calculated on a monthly basis from the date such accounts are overdue until payment thereof at the rate of 1.75%for each month / or part thereof during the period that such amounts are overdue.

11.7 Unless agreed in writing, the Firm is not obliged to advance duties, levies, port charges and other reimbursement on behalf of the Customer.

11.8 In an event the Firm may at its discretion advance the payments of duties, levies, port charges, other reimbursements, the Customer is obliged to pay these immediately on receipt of debit note/ reimbursement advice/ Invoice.

11.9 In the event of any delay from the Customer in tendering of these payments to the Firm and as consequence thereof, the cost have changed, or have incurred additional storage , warehousing, inventory holding cost by whatever name called, and increase in levies and surcharges, delay in performance of the deliveries over that of the agreed time schedule, the Customer is obliged to pay and reimburse all the cost to the Firm and keep the Firm harmless from any damage or loss arising therewith.

11.10 If at any time the Customer is at default in terms of payment, any subsisting obligation of the Firm may be suspended at the cost and the risk of the Customer and the Firm shall not be under any liability to the Customer or the Owner during any such period of suspension. The Customer shall indemnify the Firm for all charges included for Storage & warehousing / extra movement or holding of such Goods/ disposal of perishable Goods / moving of Goods to alternative sites etc and shall not hold responsible the Firm for any loss or damage of the Goods.

11.11 All duties, levies, taxes, deposits or outlays of any kind levied by any Authority for or in connection with the Goods whether specified at the stage of quotation or not are due and payable, as per the applicable Laws. All quotes/ charges are exclusive of such duties, levies, taxes, deposits or outlays and the Customer is obliged to pay accordingly. Any non-payments are tantamount to default by the Customer and the Firm shall have recourse to recover these charges.

11.12 Without prejudice any other provision, if the Firm is not able to recover the invoice for freight/or charges for Storages, warehousing/holding / transportation of the Goods due to non-acceptance of delivery or creating obstacles for delivery warranting extra Storages, the Firm shall have the right to recover such charges from the Customer.

11.13 The freight charges are dependent on the declaration of weight, volume, description, labelling, nature of the Goods, etc. The Firm or its contractors may measure the weight, volume or other description of the Goods. The Customer is obliged to pay the difference, if any, in charges due difference in actual and declared weight, volume of other description of the Goods.

11.14 Quotations are given on the basis of immediate acceptance by the Customer and are subject to withdrawals or revisions by the Firm. Unless otherwise agreed in writing by the Firm, the Firm, notwithstanding the acceptance of the quotations by the Customer, shall be at liberty to revise quotations or charges with or without prior notice in the event of changes occurring in currency exchange risks, rates of freight, storage charges, insurance premiums or any charges applicable to the Goods in connection with the Services.

General exemption

12.1 In addition to every exemption or immunity whatsoever that the Firm is entitled to be benefited under these Conditions, the Firm shall in any event and in all cases be relieved of any liability for damage or loss to that extent such damage or loss is caused by:

the wrongful act or neglect of the Customer or the Owner;

compliance with the instructions of the Customer and/or the Owner and/or any Person entitled to

give them;

- wrongful, false, incorrect, inaccurate or insufficient description of Goods or other particulars in

  respect of the Goods;

- the Customer’s failure to declare the criticality of the Goods and the specific care & diligence to

  taken in respect of the Goods;

- lack of, insufficiency of, or defective condition of packing in case of the Goods, which by their

  nature, are not properly packed;

- handling, loading, stowage, or unloading of the Goods by the Customer;

- inherent vice and/or ordinary wear and tear of the Goods;

- lack of, insufficiency or inadequacy of, marks or numbers of the Goods covering or unit loads;

- pre and post-Services loss and/or damage;

- strike, lock out, civil war, terror acts, stoppages or restrain of labour;

- nuclear incident;

- Force Majeure;

- fire or flood, unless caused by the actual fault of the Firm or storm and their consequences;

- saving or attempting to save life or in avoidance of any risk during performance of the Services;

  and

- any cause or event which the Firm could not avoid and the consequences whereof it could

   not prevent by the exercise of reasonable diligence;

12.2 Notwithstanding anything in these Conditions, the Firm shall not be liable for any special, incidental, indirect, consequential, exemplary loss or damage or economic loss or damage of any kind (including without limitation loss of market, profit, revenue, business or goodwill, claims for losses due to depreciation and conventional fines, exchange rate fluctuations, increased levies or taxes by authorities) arising under whatsoever circumstances regardless of whether such loss or damage was reasonably foreseeable, arises in tort or otherwise or whether the Firm was actually told of the possibility of such loss or damage howsoever caused.

12.3 Without prejudice to these Conditions, the Firm shall not be responsible or liable for any damage to or loss or non-delivery or mis-delivery or mis-direction of Goods or for any delay or deviation in respect of the transportation or delivery or other handling of the Goods, unless it is proved that such damage, loss, non-delivery, mis-delivery, mis-direction, delay or deviation occurred while the Goods were:

in the actual custody of the Firm;

under its direct and actual control; and

that the damage, loss, non-delivery, mis-delivery, mis-direction, delay or deviation was due to the

gross negligence or wilful default of the Firm.

12.4 Without prejudice to these Conditions, the Firm shall not be liable for any non-compliance or mis-compliance with instructions given to it unless it is proved that such non-compliance or mis-compliance was caused by the gross negligence or wilful default of the Firm.

Limitation of liability

13.1 The Customer acknowledges various Clauses in these Conditions where the role of Firm is limited to that of an agent of the Customer and confirms that liability of the Firm under those circumstances is limited as set out in those Clauses.

13.2 Subject to Clause 1.2 and applicable Laws, in respect of transaction not falling under Clause 13.1, the Firm shall only be liable to the Customer for the loss or damage attributed to the gross negligence or wilful default of the Firm and such liability shall be limited:

in case of delay in the delivery of the Goods, where the performance of contract is undertaken with

time bound commitment by express contract in writing, but not exceeding the higher of:

- Freight charges for the said cargo; or

- the Service Fees paid or payable by the Customer for the particular consignment of Goods; and

in all other cases, to the extent of the value of the freight charges paid in that transaction.

General indemnities

14.1 The Customer and Owner shall upon first written demand, defend, indemnify and hold harmless the Firm from and against all claims, liabilities, losses, damages, penalties, obligations, causes of action, interest, costs (including legal costs) and expenses arising from or connected with or out of:

any claims, enforcement actions, fines, or costs which are the result of the Customer's or Owner's

controlled actions, or recalls or retrievals of the Goods;

any product liabilities relating to the nature of the Goods unless caused by the Firm's gross

negligence or wilful default;

acts, negligence or default of the Customer or Owner;

the Firm acting in accordance with the Customer's or Owner's instructions;

a breach of warranty or obligation by the Customer or the Owner;

the Customer's or Owner's inaccurate or incomplete or ambiguous information or instructions;

fraudulent or criminal act of the Customer or the Owner; and

violations by the Customer or Owner of any applicable laws including those relating to the

protection of the environment or public health.

14.2 The Customer shall defend, indemnify and hold harmless the Firm from and against all claims, costs (including legal costs) and demands whatsoever and by whomsoever made or referred in excess of the liability of the Firm under the terms of these Conditions.

14.3 The Customer shall be liable for the loss, damage, contamination, soiling, detention or demurrage caused on the property of the Firm or any other Person during the provision of Services for which the Customer or Owner is otherwise responsible unless it can be attributed gross negligence or wilful default on the part of the Firm.

Matters affecting performance, suspension of services & disposal of goods

15.1 If at any time, the Services are or are likely to be affected by any hindrance, risk, delay, difficulty or disadvantage of any kind (including the conditions of the Goods) howsoever caused and/or arising, whether or not the Services have commenced, the Firm may:

without notice to the Customer and/or the Owner abandon the Services and, where reasonably

possible, place the Goods or any part of them at the Customer's and/or Owner's disposal at any

place which the Firm may deem safe and convenient, whereupon the responsibility of the

Firm in respect of such Goods shall forthwith cease; or

without prejudice to the Firm's rights subsequently to abandon the Services under Clause 15.1

(a) hereinabove, continue the Services.

In any event, the Firm shall be entitled to the entire Fees for the Services and the Customer and/or Owner shall pay any additional costs and expenses resulting from the above mentioned circumstances.

15.2 The liability of the Firm in respect of the Goods shall cease on the delivery or other disposition of the Goods in accordance with the order or recommendation given by any Authority or any Person acting or purporting to act as or on behalf of such Authority.

15.3 Without prejudice to any other rights or remedies which the Firm may have (including but without limitation under Clauses 15.1 and 15.2, if delivery of the Goods or any part thereof is not taken by the Customer or Owner or other Person entitled to the delivery of the same at the time and place when and where the Firm, or any Person whose Services the Firm makes use of, is entitled to call upon the Customer or Owner or other Person entitled to the delivery of the same to take delivery thereof, the Firm or such other Person shall be entitled, but is not obliged, to store or cause to be stored the Goods or any part thereof in the open or under cover at the sole risk and expense of the Customer and/or the Owner whereupon any liability which the Firm may have in respect of the Goods or that part thereof stored as aforesaid shall wholly cease and the cost of such storage shall upon first written demand be paid by the Customer to the Firm.

15.4 Where applicable, the obligations and/or responsibilities of the Firm and/or the performance of the Services shall be suspended when:

the Customer and/or the Owner requests the Firm to deliver the Goods to or hold the Goods

at some place other than the original stipulated address or Delivery Address; or

the consignee and/or receiving party refuses or is unable or fails to take delivery of the Goods at

the original stipulated address or Delivery Address;

the Goods are insufficiently or incorrectly addressed; or

the Customer requests the Firm to perform beyond the scope of the Services;

and shall resume when such situations are resolved in writing between the Customer and/or Owner and/or consignee and/or receiving party and the Firm. If the situation cannot be resolved in writing between the Customer and/or Owner and/or any other Person entitled to delivery and the Firm within fifteen (15) days from the occurrence of any of this Clause (a), (b) and/or (c) or such longer period as the Firm may, at its absolute discretion, elect, the Firm is entitled to immediately terminate the Services without any liability to the Customer and/or any third party and sell or dispose of the Goods in accordance with Clause 16.2.

15.5 The Firm shall be entitled to sell or dispose of any perishable goods in accordance with Clause 16.2, without notice to the Customer or the Owner, which are not taken up immediately on arrival or which are insufficiently or incorrectly addressed or they are not collected or accepted by the consignee or which appear to be deteriorating or would likely to perish during the course of freight or on carriage or on handling.

Lien and pledge

16.1 The Firm has a general and particular lien on the Goods and the content of containers and all documents relating thereto in an event of the default by the Customer in the payment of sums of whatever nature due and payable by the Customer to the Firm including, without limitation, charge for attending, co-operating, reporting, fumigating, devanning, restoring, storing or reconditioning and/or all expenses incurred for the benefit or protection of the Goods, and also for any payments, duties, fines or other expenses including but not limited to interest and legal costs and expenses, due at any time to the Firm from the Customer

16.2 If any amount due and payable by the Customer to the Firm is not paid, upon the giving of fifteen (15) calendar days prior written notice, the Firm may, at its absolute discretion and without notice, suspend or cease providing all or any part of the Services without any liability whatsoever to the Customer or any third party and, at the Firm's absolute discretion, may proceed to sell the Goods by way of public auction or private tender without further notice. The rights of the Firm are reserved for any shortfall subsequent to the disposal of the Goods.

Forfeiture and period of limitation/set-off

17.1 Immediately upon receipt of the Goods, the consignee or other Person entitled to the delivery of the Goods shall check the condition of the Goods, the quantity, the number and weight of packages and shall immediately report any apparent defects and missing items.

17.2 If any irregularity or missing item is not immediately apparent, the consignee or other Person entitled to the delivery of the Goods shall send due reservations/ qualification / complains of damage/ short arrival or loss of items in writing within forty eight (48) Hours after delivery of the Goods.

17.3 The notices or complaints referred to Clause 17.1 and 17.2 shall be supplemented with the surveyor reports/ inspection agencies reports, along with all the relevant documents and necessary pictures within six (6) working days from the delivery of the Goods.

17.4 In case of failure to provide adequate documents within the time schedule prescribed, any claims directed against Firm shall be forfeited.

17.5 The Firm shall have the right for joint inspection of the damaged goods for reasonable assessment of the derivation of loss, and upon payment for the damage, it shall have the right to take the salvage, or deduct the value of the same from the claims.

17.6 In an event of the claim being preferred on multiple agencies by the Customer, the liability of the Firm stands reduced to the value of the claim accepted by the other parties and in no case the value of the claims can be aggregated and Customer can make unjust enrichment out of multiple claims. In case of freight forwarding activity the Firm being the agents of the Customer and not the carrier, will be the last in the sequence to meet the liability of the claim only after all the other parties to the chain have met with their part of the claim and the liability of the Firm shall be subject to all terms under these Conditions.

Limitation of action

18.1 Without prejudice to other provisions under these Conditions and subject to Applicable Laws, any action relating to Firm under these Conditions shall be time barred unless the judicial proceedings have not been initiated within a period of NINE months after:

Force majeure

19.1 Neither Party shall be deemed to be in breach of these Conditions, or otherwise be liable to the other party, by reason of any delay in performance or non-performance of any of its obligations hereunder to the extent that such delay or non-performance is due to any event of Force Majeure or which it has notified the other party; and the time for performance of that obligation shall be extended accordingly.

19.2 In the event of a party being delayed or prevented from performing its obligations due to an event of Force Majeure, such party shall:

give notice in writing of such delay or prevention to the other party forthwith or as soon as

reasonably possible stating the commencement date and extent of such delay or prevention, the

cause thereof and its estimated duration;

use all reasonable endeavours to mitigate the effects of such delay or prevention upon the

performance of its obligations under these Conditions and/or Services; and

resume performance of its obligations as soon as reasonably possible after the removal of the

cause of the delay or prevention.

19.3 If the Force Majeure prevails for a continuous period in excess of three (3) calendar months, the parties shall enter into bona fide discussions with a view of alleviating its effects, or to agree upon such alternative arrangements as may be fair and reasonable.

Event of default

20.1 Each of the following events and circumstances shall be an Event of Default:

the Customer fails to pay any sum payable to the Firm for the Services rendered when due or

otherwise in accordance with the Contracts for the Services;

any representation, or warranty made or deemed to be made by the Customer or in connection

with the Services proved to have been incorrect or misleading;

a petition is presented or a proceeding is commenced or an order is made or an effective resolution

is passed for the winding up, insolvency, administration, reorganisation, reconstruction, dissolution

or bankruptcy of the Customer or for the appointment of a liquidator, receiver, administrator,

trustee, or similar officers of the Customer or of all or any part of its business or assets; or

death, incapacity, disability or limitation or any change in the constitution or status of the Customer.

Early termination

21.1 The applicable contracts for the Services may be terminated by the either party, except specifically provided, as follows:

upon the occurrence of an Event of Default or Potential Event of Default;

by giving to the other party a fourteen (14) clear calendar days written notice of breach by the

other party of any of the terms of contracts for Services provided that the breach (if applicable of

remedy) is not remedied within such fourteen (14) clear calendar days period or such longer period

as the Firm may approve;

any amendment, revision and special waiver to these Conditions are not accepted by the Customer

or the Firm is not in receipt of the notice of acceptance in writing from the Customer;

by agreement in writing between the Customer and the Firm; and

pursuant to Clause 15.4.

General average

22.1 The Customer and/or the Owner shall defend, indemnify and hold harmless the Firm in respect of any claim (and any expenses arising there from) of a general average nature which may be made on the Firm and shall provide such security as may be required by the Firm in this connection.

22.2 The Firm shall be under no obligation to take any steps, including the exercise of any lien, whatsoever to collect security for general average contributions due to the Customer and/or the Owner.

Confidentiality

23.1 No party shall during the term of the Services and for a period of two (2) calendar years after expiration or determination of the Services, except in the proper course of performing its obligations and duties herein, divulge to any third party whatsoever and shall use its best endeavours to prevent the unauthorised publication or disclosure of any Confidential Information whatsoever concerning the business of the other party or any of its dealings, transactions or affairs which may come to such party's knowledge during or in the course of fulfilling its obligations for the Services, provided that these provisions shall not apply to information which:

can reasonably be demonstrated to be in the public domain without any breach of the provisions of

these Conditions;

was known to such third party prior to it being disclosed;

is disclosed on a confidential basis to consultants or advisers of a party to assist that party in the

carrying out these Conditions and/or the Services;

is required to be disclosed by law;

is disclosed in proceedings taken by such party for the enforcement of any rights or remedies under

these Conditions; or

is disclosed to the affiliates of such party (provided that such party shall ensure compliance by such

affiliates of all the provisions of this Clause 23).

23.2 Notwithstanding other provisions of these Conditions, neither party shall be entitled to publicise in any publication, presentation, announcement, or press release concerning the existence of these Conditions.

23.3 Each party shall limit access to the Confidential Information to those of its personnel for whom such access is reasonably necessary for the performance of these Conditions and who are under a duty of confidentiality to that party.

Governing law and jurisdiction

24.1 These Conditions and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of India and the Customer irrevocably submits to the exclusive jurisdictions of the court in Mumbai.

Arbitration

25.1 In the event of any dispute arising between the parties in connection with any matter or thing herein contained or the operation or construction thereof or any matter or thing in any way connected with these Conditions, including any question regarding its existence, interpretation, validity or termination, the parties shall first endeavour to reach an amicable settlement through mutual consultations and negotiations by senior officials of the parties. If the parties are unable to reach an amicable settlement within 30 working days from the date on which the dispute arose (except as to any matter for which express provisions are made in this Agreement), any party may make a reference to arbitration in accordance with Clause 25.2 below.

25.2 In case of such failure, the dispute shall be referred to a sole Arbitrator, who shall be mutually appointed by the parties. In the event the parties are unable to mutually agree on the identity of the sole Arbitrator in the manner specified above, then the arbitration proceedings shall be conducted by the three Arbitrators of which the first Arbitrator shall be appointed by the Firm, the second Arbitrator by the Customer and both such arbitrators appointed shall mutually appoint the third presiding Arbitrator.

25.3 The Arbitration and Conciliation Act, 1996, shall apply to any arbitration proceedings or award under this agreement. All proceedings in any such arbitration shall be conducted in English. The venue of the arbitration proceedings shall be Mumbai, India. The arbitration award shall be final and binding on the parties, and the parties agree to be bound thereby and to act accordingly.

Miscellaneous

26.1 The Firm shall have the right to enforce against the Owner and the Customer jointly and severally any liability of the Customer under these Conditions or to recover from them any sums to be paid by the Customer which upon demand have not been paid. All and any advice, information or Services provided by the Firm gratuitously is provided on the basis that the Firm will not accept any liability whatsoever, whether in tort or bailment or otherwise. The "Bill of Lading" (whether or not negotiable) or "Road Waybill" or "Air Waybill" or "Combined Transport Bill of Lading" or "Warehouse Warrant" or "Logistics Services Agreement" or whatsoever contracts of Services or whatsoever format together with these Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, undertakings, representations and warranties relating to any subject matter hereof.

26.2 The defences and exemptions and limits of liability provided for by these Conditions shall apply in any action against the Firm whether such action be founded in contract, tort or bailment or otherwise.

26.3 This agreement may be varied only by a document signed by a Director.

26.4 If any provision of these Conditions is or becomes invalid, illegal or unenforceable under any Applicable Law in any respect:

the validity, legality and enforceability under the Law of that jurisdiction of any other provision; and

the validity, legality and enforceability under the Law of any other jurisdiction of that or any other

provision,

shall not be affected or impaired in any way thereby.

26.5 No failure or delay on the part of the Firm in exercising any right, power or privilege under these Conditions shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

26.6 The Firm shall have the right to set off any sum due from the Firm to the Customer against any sum due from the Customer to the Firm, whether under these Conditions or otherwise.

Notices

27.1 All notices or written communications among the parties, provided for in this agreement, shall be in English and delivered, personally, by courier, registered airmail or by facsimile confirmed by transmittal report at the following addresses or fax numbers:

Seario Shipping Logistics
AG-61, SANJAY GANDHI TRANSPORT NAGAR, New Delhi - 110042

Schedule I
STANDARD CONDITIONS GOVERNING MULTIMODAL TRANSPORT DOCUMENTS ISSUED IN ACCORDANCE WITH MULTIMODAL TRANSPORTATION OF GOODS ACT, 1993 (“ACT”)

Definitions

“Carrier” means a person who is engaged in the business of transporting, for hire, goods by road,

rail, inland waterways or sea;

“Consignee” means the person named as consignee in the multimodal transport contract;

“Consignment” means the goods entrusted to a MTO for Multimodal transportation;

“Consignor “ means the person, named in the multimodal transport contract as consignor, by whom

or on whose behalf, the goods covered by such contract are entrusted to a MTO for multimodal

transportation;

“Delivery” means -

- In the case of a negotiable MTD, delivering of the consignment to, or placing the consignment at

  the disposal of, the consignee or any other person entitled to receive it;

- In the case of a non-negotiable MTD, delivering of the consignment to, or placing the consignment

  at the disposal of, the consignee or any person authorized by the consignee to accept delivery of

  the consignment on his behalf;

“Endorsement” means the signing by the consignee, or the endorsee after adding a direction on a

negotiable MTD, to pass the property in the goods mentioned in such document to a specified

person;

“Goods” includes:

- containers, pallets or similar articles of transport used to consolidate goods; and

- animals;

“Mode of transport” means carriage of goods by road, rail, inland waterways or sea;

‘Multimodal transportation” means carriage of goods, by two or more modes of transport, from the

place of acceptance of the goods in India to a place of delivery of the goods outside India;

“Multimodal transport contract” means a contract entered into by the consignor and the MTO for

multimodal transportation;

“Multimodal Transport Operator” (“MTO”) means any person who -

- concludes a multimodal transport contract on his own behalf or through another person acting on

  his behalf;

- acts as principal and not as an agent, either of the consignor or of the carrier participating in the

  multimodal transportation, and who assumes responsibility for the performance of the said

  contract; and

- is registered under sub-section (3) of section 4 of the Act.

”Negotiable MTD” means a MTD which is-

- Made out to order or to bearer; or

- Made out to order and is transferable by endorsement; or

- Made out to bearer and is transferable without endorsement.

“Non-negotiable MTD” means a MTD, which indicates only one named consignee;

Applicability

The provision set out and referred to in this MTD shall apply, if the transport as described on the face of the document is by two or more modes of transport from the place of acceptance of the goods in India to a place of delivery of the goods outside India.

Effect of issuance of MTD

The issuance of the MTD confers and imposes, on all parties having or acquiring hereafter an

interest, the rights/ obligations and defences set out in the conditions mentioned in this document.

By the issuance of the MTD, the MTO:

- Undertakes to perform, and/or in his own name to procure performance of, the Multimodal

  transport including all services which are necessary to such transport, from the time of taking the

  goods in charge to the time of delivery, and accepts responsibility for such transport and such

  services to the extent set out in these conditions;

- accepts responsibility for the acts and omissions of his agents or servants, when such agents or

  servants are acting within the scope of their employment, as if such acts and omissions were his

  own;

- accepts responsibility for the acts and omissions of any other person, whose services he uses, for

  the performance of the contract evidenced by the MTD;

- undertakes to perform, or to procure performance of, all acts necessary to ensure delivery;

- assumes liability, to the extent set out in these Conditions, of loss of or damage to the goods,

occurring between the time of taking them into his charge and the time of delivery, and undertakes

  to pay compensation as set out in these Conditions in respect of such loss or damage;

- assumes liability, to the extent set out in these Conditions, for delay in delivery of the goods and

  undertakes to pay compensation as set out in these Conditions.

Reservations

If the MTD contains particulars concerning the general nature, leading marks, number of packages or pieces, weight or quantity of the Goods which, the MTO or a person acting on his behalf knows, or has reasonable grounds to suspect, do not accurately represent the Goods actually taken in charge, or if he has no reasonable means of checking such particulars, the MTO or a person acting on his behalf shall insert in the MTD a reservation specifying these inaccuracies, grounds of suspicion or the absence of reasonable means of checking. If the MTO or a person acting on his behalf fails to note on the MTD the apparent condition of the Goods, he is deemed to have noted on the MTD that the Goods were in apparent good condition.

Evidentiary effect of the MTD

6.1 The MTD shall be, prima facie, evidence of the taking in charge, by the MTO, of the Goods as described therein; and

6.2 Proof to the contrary by the MTO shall not be admissible if the MTD is issued in negotiable form and has been transferred to third party, including a Consignee, who has acted in good faith in reliance on the description of Goods therein.

Guarantee by the Consignor

7.1 The Consignor shall be deemed to have guaranteed to the MTO, the accuracy at the time the Goods were taken in charge by the MTO, of particulars relating to the general nature of the Goods, their marks, number, weight and quantity and, if applicable, to the dangerous character of the Goods, as furnished by him for insertion in the MTD.

7.2 The Consignor shall indemnify, the MTO, against loss resulting from inaccuracies or inadequacies of the particulars. The Consignor shall remain liable even if the MTD has been transferred by him. The right of the MTO to such indemnity shall in no way limit his liability under the Multimodal Transport Contract to any person other than the Consignor.

Dangerous Goods

8.1 The Consignor shall make or label Dangerous Goods in a suitable manner as “Dangerous Goods”

8.2 Where the Consignor hands over Dangerous Goods to the MTO or any Person acting on his behalf, the Consignor shall inform him of the dangerous character of the Goods and, if necessary, the precautions to be taken. If the Consignor fails to do so and the MTO does not otherwise have knowledge of their dangerous character then:

The Consignor shall be liable, to the MTO, for all loss resulting from the shipment of such Goods; and

The Goods may at any time be unloaded, destroyed or rendered innocuous, as the circumstances

may require, without payment of compensation.

The above provisions may not be invoked by any Person if during the Multimodal Transport he has taken the Goods in his charge with knowledge of their dangerous character.

8.3 If, in cases where the provisions 8.2 (b) referred to above do not apply or may not be invoked, Dangerous Goods become an actual danger to life or property they may be unloaded, destroyed or rendered innocuous, as the circumstances may require, without payment of compensation, except where there is an obligation to contribute in general average or where the MTO is liable, in accordance with the provisions of relevant conditions.

Period of responsibility

The responsibility of the MTO for the Goods covers the period from the time he takes the Goods in his charge to the time of their delivery. For the purpose of this responsibility, the MTO is deemed to be in charge of the Goods -

from the time he has taken over the Goods from:

- the Consignor or a Person acting on his behalf; or

- an Authority or other third party to whom, pursuant to law or regulations applicable at the place of
  taking charge, the Goods must be handed over for transport.

until the time he has delivered the Goods:

- by handing them over to the Consigner; or

- by placing them at the disposal of the Consignee, in accordance with the Multimodal Transport   Contract or with the law or with the usage of the particulars trade applicable at the place of   delivery; or

- by handing over the Goods to an Authority or other third party to whom, pursuant to law or   recognitions applicable at the place of delivery, the Goods must be handed over.

9.2 Reference to the MTO in this regard shall include his servants or agents or any other person of whose services be makes use of for performance of the Multimodal Transport Contract, and reference to the Consignor or Consignee shall include their servants or agents.

Basis of Liability

10.1 The MTO shall be liable, for loss resulting from loss of or damage to the Goods, delay in delivery and any consequential loss or damage arising from such delay, if the occurrence which caused such loss, damage or delay in delivery, took place while the Goods were in his charge, unless the MTO proves that he, his servants or agents, or any other person whose services he uses for the performance of the contract evidenced by this MTD, took all measures that could reasonably be required to avoid the occurrence and its consequences.

10.2 Where fault or neglect on the part of MTO, his servants or agents, or any other person whose services he uses for the performance of the contract evidenced by this MTD, combines with another cause to produce loss or damage or delay in delivery, the MTO shall be liable only to the extent that the loss, damage or delay in delivery which is attributable to such fault or neglect, provided that the MTO proves the part of the loss, damage or delay in delivery not attributable there to.

10.3 Delay in delivery occurs when the Goods have not been delivered within the time expressly agreed upon or in the absence of such agreement, within reasonable time required by a diligent MTO, having regard to the circumstances of the case to affect the delivery of Goods.

10.4 If the Goods have not been delivered within ninety consecutive days following the date of delivery expressly agreed upon, the claimant may treat the Goods as lost.

Liability for loss or damage when the stage of Transport where the loss or damage occurred is not

known

11.1 When the MTO is liable to pay compensation in respect of loss of or damage to the Goods, occurring between the time of taking them into his charge and the time of delivery, and the stage of transport where the loss or damage occurred is not known:

Such compensation shall be calculated by reference to the value of such Goods at the place and

time they are delivered to the Consignee or at the place and time when, in accordance with the

contract of the Multimodal Transport, they should have been so delivered.

The value of goods shall be determined according to the current commodity exchange price or, if

there is not such price, according to the current market price, or if there is no commodity exchange

price or current market price, by reference to the normal value of Goods of the same kind and

quality;

However, the MTO shall not, is any case, be liable for an amount greater than the actual loss to the person entitled to make the claim.

11.2 Where a MTO becomes liable for any loss of, or damage to, any Consignment, the nature and value whereof have not been declared by the Consignor before such Consignment has been taken in charge by the MTO and the stage of transport at which such loss or damage occurred is not known, then the liability of the MTO to pay compensation shall not exceed two Special Drawing Rights per kilogram of the gross weight of the consignment lost or damaged or 666.67 Special Drawing Rights per package or unit lost or damaged, whichever is higher.

11.3 Notwithstanding anything contained above, if the multimodal transportation does not, according to the multimodal transport contract, include carriage of goods by sea or by inland waterways, the liability of the MTO shall be limited to an amount not exceeding 8.33 Special Drawing Rights per kilogram of the gross weight of the Goods lost or damaged.

Liability of loss or damage, when the stage of the transport where the loss or damage occurred is

known

12.1 When the MTO is liable to pay compensation in respect of loss or damage to the Goods, occurring between the time of taking them into his charge and the time of delivery, and the stage of the transport where such loss or damage occurred is known, the liability of the MTO in respect of such loss or damage shall be determined by the applicable Indian Law if the loss or damage occurs in India, or by the provisions of the applicable law of the country where the loss or damage occurred, as the case may be. Provisions of the Indian Law or the applicable law outside India:

cannot be departed from by private contract to the detriment of the claimant, and

would have applied if the claimant had made a separate and direct contract with the MTO in respect

of the particular stage of transport where the loss or damage occurred.

12.2 Without prejudice to the provisions contained in Para 3.2 (b) and (c) mentioned in this document when, under the provision of Para 12.1 mentioned above, the liability of the MTO shall be determined by the provisions of the law referred to in Para12.1 above, the liability shall be determined as though the MTO was a carrier referred to in such law. However, the MTO shall not be exonerated from liability, where the loss or damage is caused or contributed to by the acts or omissions of the MTO in his capacity as such, or his servants or agents when acting in such capacity and not in the performance of the carriage.

Defence and limits for the MTO and his servants

13.1 The defences and limits of liability provided for in this MTD shall apply, in action against the MTO, in respect of loss resulting from loss of or damage to Goods; delay in delivery and any consequential loss or damage arising from such delay.

13.2 If any action in respect of loss resulting from loss of, or damage to, the Goods or from delay in delivery is brought against the servant or agent of the MTO, if such servant or agent proves that he acted within the scope of his employment, or against any other person of whose service he makes use for the performance of the Multimodal Transport Contract, if such other person proves that he acted within the performance of the contract, the servant or agent or such other person shall be entitled to avail himself of the defences and limits of liability which the MTO is entitled to invoke under this MTD.

13.3 Except as provided for liability for delay, as mentioned below, the aggregate of the amounts receivable, from the MTO and from a servant or agent or any other person of whose services he make use of, for the performance of the Multimodal Transport Contract, shall not exceed the limits of liability provided for in the MTD.

Liability or delay

14.1 The liability of the MTO, for loss resulting from delay in delivery as per Para 10 above, shall be limited to an amount equivalent to the freight payable for the Goods delayed, but not exceeding the total freight payable under the Multimodal Transport Contract.

Loss of the right to limit liability

15.1 The limits of liability established in Para 11, 12 and 14 above, shall not apply if it is proved that the loss, damage or delay in delivery resulted from an act or omission of the MTO (or his servants or agents or any other person of whose services he makes use for the performance of Multimodal Transport Contract), done, with the intent to cause such loss, damage or delay in delivery, or recklessly and with knowledge that such loss, damage or delay would probably result.

15.2 Notwithstanding the Para 13.2 above, if it is proved that the loss, damage or delay in delivery, resulted from an act or omission of a servant or agent (or any person of whose services the MTO makes use, for the performance of the Multimodal Transport Contract), done, with the intent to cause loss, damage or delay in delivery, or recklessly and with knowledge that such loss, damage or delay in delivery would probably result, the servant or agent shall not be entitled to the benefit of limitation of liability provided for in these Conditions.

Delivery / non-delivery

16.1 If the Goods are not taken delivery of by the Consignee within a reasonable time, after the MTO has called upon him to take delivery, the MTO shall be at liberty to put the Goods in safe custody on behalf of the Consignee at the Consignee’s risk and expense, or to place the Goods at the disposal of the Consignee in accordance with the Multimodal Transport Contract or with the law, or with the usage of the particular trade applicable at the place of delivery.

16.2 The MTO shall be discharged from his obligation to deliver the Goods if, where a negotiable MTD has been issued, in a set of more than one original, he, or a person acting on his behalf, has in good faith delivered the Goods against surrender of one of such originals.

Notice of loss, damage or delay

17.1 Unless notice of loss or damage, specifying the general nature of such loss or damage is given in writing by the Consignee to the MTO at the time of taking over the Goods, such handing over is prima facie evidence of the delivery by MTO of the Goods as described in the MTD

17.2 Where the loss of or damage is not apparent, the provisions of Para 17.1 referred to above apply correspondingly, if notice in writing is not given within six consecutive days after the day when the Goods were handed over to the Consignee.

17.3 If the state of the Goods at the time they were handed over to the Consignee has been the subject of a joint survey or inspection by the parties or their representatives at the place of delivery, notice in writing need not be given, of loss or damage ascertained during such survey or inspection.

17.4 In the case of any actual or apprehended loss or damage, the MTO and the Consignee shall give all reasonable facilities to each other for inspecting and tallying the Goods.

17.5 If any of the notice periods provided for in condition 17.1 and 17.4 referred to above, terminates on a public holiday at the place of delivery, such periods shall be extended up to the next working day.

17.6 Notice given to a person acting on behalf of the MTO including any person of whose services he makes use at the place of delivery, shall be deemed to have given to the MTO.

Freight and charges

18.1 Freight shall be deemed earned, on receipt of goods by MTO and shall be paid for, in any event.

18.2 For the purpose of verifying the freight basis, the MTO reserves the right, to have the contents of the containers, trailers or similar articles of transport inspected, in order to ascertain the weight, measurement, value or nature of the goods.

18.3 All dues, taxes and the charges levied on the Goods and other expenses in connection therewith, shall be paid by the Consignor or the Consignee or the holder of MTD or the Owner of the Goods.

Containers etc.

19.1 Goods may be stowed by the MTO by means of containers, trailers, transportable tanks, flats, pallets or similar articles of transport used to consolidate Goods and these articles of transport may be stowed under or on deck.

19.2 If a container has not been filled, packed or stowed by the MTO, the MTO shall not be liable for any loss of, or damage to, its contents and the consignor shall cover any loss of expense incurred by the MTO, if such loss, damage or expense has been caused by ;

negligent filling, packing or stowing of the containers; or

the contents being unsuitable for carriage in container; or

the unsuitability or defective condition of the container, unless the container has been supplied by

the MTO and the unsuitable or defective condition would not have been apparent upon reasonable

inspection at, or prior to, the time when the container was filled, packed and stowed.

The provisions of this condition also apply with respect to trailers, transportable tanks, flats and pallets, which have not been filled, packed or stowed by the MTO.

19.3 The MTO does not accept liability for the functioning of reefer equipment or trailers supplied by the consignor.

19.4 If, by order of the Authorities of any place, the Goods have to be unpacked from their containers to be inspected, the MTO shall not be liable for the loss or damage incurred during unpacking, inspection or re-packing. The MTO shall be entitled to recover the cost of unpacking, inspection and repacking from the consignor / consignee.

Hindrances etc. affecting performance

20.1 The MTO shall use reasonable endeavors to complete the transport and to deliver the Goods at the place designed for delivery.

Lien

21.1 The MTO shall have a lien on the Goods, for any amount due, under this Multimodal Transport Contract and for the costs of recovering the same, and may enforce such lien in any reasonable manner.

Limitation of action

22.2 Any action relating to Multimodal Transport under these conditions shall be time-barred if judicial proceedings have not been instituted within a period of nine months after:

the date of delivery of the Goods, or

the date when the Goods should have been delivered, or

the date, on and from which, the party entitled to receive has the right to treat the Goods as lost

Jurisdiction

23 This Multi Model Transport Contract and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of India and the parties irrevocably submits to the exclusive jurisdictions of the court in Mumbai

General Average

24.1 The consignor or consignee, the holder of the MTD, the receiver and the owner of the Goods, shall indemnify MTO in respect of any claims of the general average nature, which may be made on him and shall provide such security as may be required by the MTO in this connection.

Arbitration

25.1 In the event of any dispute arising between the parties in connection with any matter or thing herein contained or the operation or construction thereof or any matter or thing in any way connected with this agreement, including any question regarding its existence, interpretation, validity or termination, the parties shall first endeavour to reach an amicable settlement through mutual consultations and negotiations by senior officials of the parties. If the parties are unable to reach an amicable settlement within 30 working days from the date on which the dispute arose (except as to any matter for which express provisions are made in this Agreement), any party may make a reference to arbitration in accordance with Clause 25.2 below.

25.2 In case of such failure, the dispute shall be referred to a sole Arbitrator, who shall be mutually appointed by the parties. In the event the parties are unable to mutually agree on the identity of the sole Arbitrator in the manner specified above, then the arbitration proceedings shall be conducted by the three Arbitrators of which the first Arbitrator shall be appointed by the party raising the dispute, the second Arbitrator by the other party and both such arbitrators appointed shall mutually appoint the third presiding Arbitrator

25.3 The Arbitration and Conciliation Act, 1996, shall apply to any arbitration proceedings or award under this agreement. All proceedings in any such arbitration shall be conducted in English. The venue of the arbitration proceedings shall be Mumbai, India. The arbitration award shall be final and binding on the parties, and the parties agree to be bound thereby and to act accordingly.

Schedule II
Firm as Principal

Where, in respect of a transaction, the Firm is held by a court of competent jurisdiction to be the carrier or warehouse operator, the Firm shall be entitled to all the rights, immunities, exceptions and limitations conferred on the carrier or warehouse operator by any applicable Law, and these Conditions shall be overridden to the extent that they are inconsistent with such rights, immunities, exceptions and limitations.

Where the Firm contracts as principal and sub-contracts the performance of its Services and it can be proved that such loss of or damage to or in respect of the Goods arose or was caused whilst the Goods were in the care and/or custody of the sub-contractor, the Firm shall have the full benefit of all rights, limitations and exclusions of liability available to such sub-contractor in the contract between the Firm and such sub-contractor and in any law, statute or regulation and in these Conditions whichever benefits the Firm. The liability of the Firm shall not exceed the amount recovered, if any, by the Firm from such subcontractor.

Schedule III
Firm AS AGENT
Special Liability and Indemnity Conditions

To the extent that the Firm acts as an agent, the Firm does not make or purport to make any contract with the Customer for the carriage, Storage or handling of the Goods or for any other physical Services and/or Services in relation to them. The Firm acts solely on behalf of the Customer in securing such Services and/or Services by establishing contracts with third parties so that direct contractual relationships are established between the Customer and such third parties.

The Firm shall not be liable for the acts and omissions of such third parties referred to in these Conditions.

The Firm when acting as agent has the authority of the Customer to enter into contracts on the Customer's behalf and to do such acts so as to bind the Customer by such contracts and acts in all respects notwithstanding any departure from the Customer's instructions.

Except to the extent caused by the Firm's gross negligence or wilful default, the Customer shall defend, indemnify and hold harmless the Firm in respect of all liability, loss, damage, costs (including all legal costs incurred) or expenses arising out of any contracts made in the procurement of the Customer's requirements in accordance with Para I & II above upon the first written demand by the Firm.

Terms

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