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User Terms

DEFINITIONS

  • Carrier
  • AGL as defined in Clause 2.1.
  • Carrier’s Tariff
  • AGL proposal and additional costs tariff.
  • Shipper
  • The natural person or legal entity offering the Product for carriage.
  • Customer
  • The natural person or legal entity purchasing Services from AGL.
  • Consignee
  • The natural person or legal entity to whom the Product is consigned in the transport documents.
  • Equipment
  • Any equipment Tank Containers or other containers, leased, sold or otherwise supplied by the Carrier to the Customer for the purposes of the Services.
  • Receiver
  • The natural person or legal entity who physically receives the Product.
  • Services
  • All activities that are described on AGL’s Proposal.
  • Proposal
  • Any documents labeled quote confirmation, quotation, offer, contract or cost confirmation.
  • Rate
  • The price or freight rate that AGL charges for providing the Services in the Proposal.
  • Contract
  • Agreement between AGL and the Customer for the Services and Rate proposed.
  • Product
  • The goods, product or cargo offered for transportation by the Customer, his/its servants and/or agents, as described in the AGL Proposal.
  • MSDS
  • Material Safety Data Sheet according to 91/155/EEC.

GENERAL PROVISIONS

  • These General Terms & Conditions (hereafter “Terms”) apply to all proposals by AGL., its subsidiaries, agents, affiliates and representing offices (hereafter “AGL”) and to all acts performed by same.
  • The Customer’s terms and conditions shall not prevail in the event of any conflict with AGL’s Terms, and or the AGL Combined Transport Bill of Lading. These Terms form a part of the “Carrier’s Tariff” where such term is used in any Combined Transport Bill of Lading issued by AGL.
  • If any provision of these Terms is void or voidable, such shall not affect the validity of the other provisions.
  • Where the heading of any article states “Tank Containers” the respective conditions only apply to Tank Containers.
  • Notwithstanding Clause 2.1 above, where AGL only supplies Equipment to the Customer and AGL provides no Services other than that ancillary to the sale or other supply of such Equipment.

CREATION OF THE CONTRACT

  • Regardless of the form in which they have been made, any Proposal offering Services by AGL (“Services”) shall be non-­‐binding and can be revoked without any formality. Acceptance of the Terms of any such Proposal by a Customer shall be in writing and deemed an offer by the Customer. These shall not bind AGL until the Terms are accepted by AGL in writing or by their conduct in complying with the Proposal. If AGL do not wish to accept a Customer’s offer same shall be communicated to the Customer as soon as reasonably possible.
  • For the purposes of this clause “in writing” shall include communication by booking confirmation, fax, e-­‐mail, EDI or other electronic confirmation by computer booking system of AGL.
  • The contract may, with the consent of both parties, be altered after agreement but such alteration of or addition to the Services shall only bind AGL after its acceptance in writing.

PERFORMANCE OF THE CONTRACT

  • The Services will include the transportation of goods (the “Product”) from point of collection to point of delivery as stipulated by the Customer or as agreed with AGL. This shall include transportation to and from pier, door, railhead, barge terminal, rail terminal or delivery for pre-­‐ or on-­‐carriage (this applies to moves to or from a pier, barge terminal and/or rail terminal or similar installations).
  • AGL is at liberty to choose how it may perform the Services and shall have choice over the use of any subcontractors and carrying vessel in the performance of the whole or any part of the contractual Services. Unless the Customer has requested otherwise AGL books the cargo without special stowage or handling instructions. Insofar as possible, account shall be taken of the wishes of the Customer with regard to the time or duration of the performance, but AGL does not give any guarantee in this respect.
  • Where carriage by sea is part of the Services then AGL shall be described as Shipper in any bill of lading issued by the performing Carrier unless agreed otherwise by the Customer or unless considered necessary by AGL in its sole discretion or as a matter of law.
  • The Customer shall advise prior to concluding the contract what additional equipment may be required to facilitate loading and discharging operations. The provision of such equipment by AGL is ancillary to the contract and any request to provide such equipment shall be subject to its availability and subject to additional cost. In any event the Customer shall remain responsible for loading and discharging of the Product.
  • Absent agreement to the contrary, the following costs shall always be excluded from the Carrier’s Proposal:
    1. All costs of insuring the Product against loss or damage during period from loading the Product to discharge of the Product;
    2. Local customs duties/taxes and any customs clearance charges as may be applied to the Product or transportation;
    3. Storage charges at a pier, barge-­‐ and/or rail terminal, Customer premises or similar installations;
    4. The cost of providing additional equipment and assistance for the loading and discharging of Product;
    5. Product heating costs and related trucking/chassis or lift costs;
    6. Cost of disposal and product residues after use;
    7. Railcar-­‐, truck-­‐, barge detention, equipment demurrage or any other type of detention and/or demurrage;
    8. Other special preparations and services such as, but not limited to Acetone prewash, Kosher wash, non standard seals/gaskets, top valves, siphon tubes and fittings;
    9. Supply and fitting of seals (ISO17712 or any other type used);
    10. Disposal of product residues over an allowed quantity as referred to in Clause 5.1.3 (vi) and Clause 5.1.3 (vii); and
    11. Any cost associated with the shipment of containers whereby the purpose is or becomes futile.
  • Absent agreement to the contrary, the following Services may be included pursuant to the terms and conditions set out in the Carrier’s Proposal:

Tank Containers

  1. Ocean freight and all known surcharges at date of quotation (the validity of such charges shall be set out in the quote confirmation);
  2. Pier charges (terminal handling charges) at port of exit and port of entry;
  3. Trucking to load (two (2) hours allowed free with vehicle detention payable thereafter, spotting /recollection charges plus any additional chassis cost are extra);
  4. Trucking to deliver (two (2) hours allowed free with vehicle detention payable thereafter, spotting /recollection charges plus any additional chassis cost are extra);
  5. Barge freight and all known surcharges at date of quote confirmation;
  6. Lift charges at port of exit and port of entry;
  7. Rail freight and all known surcharges at date of quote confirmation;
  8. Lift charges at origin and destination terminal;
  9. Tank Rental at origin – one (1) day is allowed free from collection ex depot to loaded on the carrier (this may be any modality pursuant to the quote confirmation); and
  10. Tank Rental at destination – one (1) day is allowed free from arrival of the carrier (this may be any modality pursuant to the quote confirmation).
  • If any document refers to notice of arrival of the goods to the Customer or Consignee, failure to give such notice shall not result in any liability on the part of AGL, nor shall the Customer or any other party involved be released from any obligation under the contract.
  • In the event that circumstances arise that prevent the performance of the contract by AGL over which AGL has no control or possibility of preventing (events of “force majeure”) then the contract shall remain in effect but the obligations of AGL shall be suspended for the period that such force majeure remains in effect. In the event that the circumstances continue for more than ninety (90) days or where in the view of AGL there is risk of damage to either the Product or equipment AGL may terminate the contract and charge the Customer reasonably for the Services provided. All costs arising as a result of force majeure are at the Customer's expense.
  • If servants, agents and/or subcontractors are held liable by the Customer outside the terms of this contract in respect of the work for which such parties were engaged by AGL, it is hereby stipulated on their behalf that they can invoke all provisions in these Terms -­‐ and any provisions permitted under the applicable law -­‐ in respect of exclusion or limitation of liability.
  • Unless otherwise agreed in writing, AGL shall act reasonably to ensure that the drivers engaged to provide trucking services are competent. If any assistance or service including, but not limited to sample taking, sealing of containers, loading or discharging is provided by the drivers this shall be at the risk and expense of the Customer. AGL will bear no responsibility for such assistance in any way.
  • If the party entitled to the goods fails to take receipt of the goods after arrival thereof, AGL is entitled, without further notice, to unload the goods at the risk of the entitled party and/or to store them on the quay in the open air or under cover. Such storage shall be deemed proper delivery under the contract of carriage and complete fulfillment of AGL's contractual obligations. In addition, upon reasonable notice to the Customer, AGL may be at liberty to sell or dispose of the goods by public sale or private agreement. Such sale proceeds shall cover all sums payable to AGL by the Customer under this or any other contract as well as the cost of recovering such sums due. Any and all costs shall be for the Customer's account.
  • Any loading and unloading times shall be flexible.

OBLIGATIONS OF THE CUSTOMER

  • In addition to and without prejudice to any provisions by law or by convention, the Customer shall:

On Contract

  1. Provide a correct, complete and current MSDS in respect of the product to be carried prior to AGL providing a quotation and before the contract is agreed;
  2. Provide any other information or documents required in a sufficient time to enable AGL to safely handle the product, duly perform the contract, and ensure the lawful carriage, and clearance through customs of the product, except where it has been agreed in writing that AGL would obtain or provide such documents in which case the Customer shall furnish all information that may be required and/or forward any forms to AGL;
  3. Shall provide timely written notice to AGL of any applicable rules that must be followed with regard to the carriage and/or storage of the goods pursuant to any legislation and/or other government schemes applicable to the contract;
  4. Arrange product insurance at all times during the supply chain and ensure there is adequate coverage for any third party claim of whatever nature or cause relating to the carriage of the product;
  5. Guarantees that the product is fully compatible with the requested type of equipment and its accessories. AGL reserves the right to decline carriage of certain products at any time.

Before and at Loading

  1. Follow the Customer’s load procedures or those agreed otherwise with AGL;
  2. Ensure that the product being transported is available at the agreed place and time;
  3. Inspect the Equipment before loading to ensure same is suitable for transport;
  4. Be responsible for and arrange for the proper loading and discharge of the product from the equipment and for the proper closure of all valves on completion of loading and discharge: in the event that compressors, flexible hoses, couplings and/or other equipment is required for loading or discharge and is supplied by AGL the use of the equipment is at the risk of the Customer: in the event that any assistance is given by the driver in the loading -­‐ and/or unloading process this shall not in any way vary the obligations and or full responsibility of the Customer to load or discharge the product;
  5. Ensure, that in the case of a Tank Container, that it is filled to the minimum and maximum allowed limits under the rules governing the transportation by sea, road, rail or barge;
  6. Ensure, that in all cases, the Tank Container is not loaded over the maximum legal weight limits at origin, destination and when in transit and remains within the allowed limits referenced in subclauses (v) and (vi) above;
  7. Ensure that all containers are properly labeled and sealed as per ISO 17712 or in accordance with the current applicable standard and other relevant legal requirements, and that all seal numbers are mentioned on the transport document and communicated to AGL;
  8. On loading the Tank Container Customer accepts the Tank Container to be to the Customers specification and in good order to carry the cargo to its final destination and holds AGL harmless for any claims deriving from the container not being to the required specification.

On Delivery

  1. Follow the Customer’s discharge procedures or those agreed otherwise with AGL;
  2. Inspect the equipment to ensure it can be safely loaded/discharged;
  3. Verify product and to ensure that it is in sound and acceptable condition prior to unloading into the Receiver's storage tank on arrival at the point of discharge;
  4. Ensure that the equipment is directed to the correct site location/discharge point and the product is unloaded into the correct storage tank;
  5. Arrange the safe and proper discharge of the product into the receiver’s tank;
  6. Ensure, in case of a Tank Container, that not more than 19 liters (5 U.S. gallons) of product remains in the tank after discharge;

Following Delivery

  1. Return the Tank Container in like good order and condition pursuant to the International Tank Container Organization Acceptance Container Condition manual (“ITCO ACC Manual”) (copies available on www.itco.org);
  2. Return the equipment in good order, free of labels, clean and dry condition;
  3. In the event that product residue exceeds the limit as per Clause 5.1.3(vi) the Customer or consignee is responsible for any and all expenses for additional cleaning, including but not limited to the drumming, and trucking and disposal of the product residues. Container detention/demurrage will be applicable until such time that all residues have been removed.
  • If the Customer fails to perform any of the obligations set out herein the Customer shall compensate AGL for any and all loss, damage, expense or liability which AGL may suffer as a result thereof (including any and all damage caused by the Product) and to indemnify AGL against claims from the receiver of the goods and other third parties howsoever arising.
  • AGL can at any time and any place unload, destroy or make harmless in some other way goods entrusted to AGL for whatever reason, which AGL, if it had known at the time of taking receipt thereof that they could be dangerous, it would not have accepted to transport.
  • Furthermore the Customer shall be liable to AGL for all damage caused by the product and/or to indemnify AGL against any third party claims brought against AGL unless such damage is the fault of AGL and properly recoverable from AGL.
  • The Customer shall indemnify AGL or its servants, agents and/or subcontractors upon first request in the event AGL or said servants, agents and/or subcontractors are held liable by third parties, outside of a contract, for damage or some other financial loss, connected with the performance of the contract.
  • The Customer shall compensate AGL for amounts claimed and/or penalties imposed on AGL or any agent and/or subcontractor engaged by it, by any government or other authority in connection with the performance of the Services, unless such claim is the result of fault in the performance on the part of AGL of its obligations under the contract. If security is required to be provided for such claims pending final resolution then the Customer shall provide security to the appropriate authority on AGL's first request.
  • AGL does not accept any responsibility for the accuracy of the quantity of cargo indicated as having been loaded by the Customer and all other statements regarding the goods. Neither AGL nor its sub-­‐carrier shall be deemed to have received the goods contained in the equipment in a good condition, even if no reservation has been made in this respect. In the event of any product loss or non delivery not caused by the fault of AGL the Customer shall indemnify AGL for any claims brought against it.
  • The Customer shall indemnify AGL for any damage caused by it or by third parties to the Equipment supplied by AGL, whether at the request of the Customer or the receiver, or otherwise for the carriage of the product. If such damage, in AGL’s reasonable judgment can be repaired, then the Customer shall indemnify AGL for such costs, including any demurrage, repair charges and all such consequential losses. Otherwise, if AGL, in its reasonable judgment deems the Equipment a total loss (constructive or otherwise), then the Customer shall indemnify AGL (without consideration of market value) by paying the replacement cost value of the Equipment without the right to deduct for any depreciation.

APPLICABLE CONDITIONS AND RULES

  • If AGL has issued a combined transport bill of lading or transport document with regard to the contract of transportation of the product that bears the name or logo of AGL, the terms and conditions of transport set out in such transport document shall apply to the transportation together with these Terms. In the event of a conflict between the AGL Combined Transport Bill of Lading and these terms, the terms of the AGL Combined Transport Bill of Lading shall prevail.
  • If a bill of lading has been issued by a performing carrier the contractual relationship between AGL and the Customer shall not be affected by the terms of that bill of lading unless no other bill of lading (or any other transport document) has been issued in which case the terms of that bill or transport document shall apply together with these Terms.
  • If no transport document is issued all Services provided shall be governed by these Terms.
  • If no transport document is issued all Services provided shall be governed by these Terms.
  • In all cases Article 10 (Time Limits and Lapsing of Rights) of these Terms shall apply in any event.
  • If AGL undertakes to carry goods by road, the provisions of the local applicable legislation shall apply, as if set out in full herein.
  • Unless the Carriage is governed by the law of the United States, if AGL undertakes to carry goods by sea alone (port/port) or inland waterways alone, the Hague-­‐Visby Rules, or the so-­‐called Rotterdam Rules (once said Rules come into force) shall apply, as if set out herein, but with the following amendments:
    1. any liability of AGL is excluded in respect of damage to or loss of goods arising before loading or after discharge from the ship; and
    2. AGL shall not be liable for any damage or consequential losses resulting from late delivery of the product.
  • If AGL provides rail transportation as part of the Services, whether or not it forms part of combined transport, the provisions of the local applicable legislation shall apply, save that AGL shall not be liable for any damage resulting from late delivery of the product.
  • If AGL provides combined transport (partly by road and/or partly by sea and/or partly by inland waterways and/or partly by rail), the provisions of the local applicable legislation or the Hague-­‐Visby Rules or the so-­‐called Rotterdam Rules (once said Rules come into force) as incorporated herein shall apply, depending on the type of transportation being utilized at the time when the loss or damage arose. If it cannot be established on what stage of the carriage the loss, damage or delay arose, the loss, damage or delay shall be deemed to have occurred aboard the ocean vessel.
  • AGL shall not be liable for any loss of profit, consequential damage howsoever either shall arise (including where due to damage, delay or non-­‐delivery of cargo).
  • Any liability in respect of import duties, excise duty, turnover tax, freight tax, restitutions and/or other levies or related fines which are imposed by any government or any other authority charged with such duties, which are demanded in connection with the performance of the Services, is excluded.
  • AGL shall not be liable for damage to goods in the Receiver's storage tanks caused by contamination with goods unloaded from the delivery of tank container(s). The Customer shall indemnify AGL against claims from the receiver/owner of these goods or any other party.
  • Any party, who enters any premises of AGL or of its agent and/or subcontractor, in sheds, warehouses, transport vehicles or any other place where work is executed, shall be there, with all goods he has with him, at his own risk, and he must strictly adhere to any regulations and/or instructions established by the government and by AGL. The Customer shall indemnify AGL in this respect against claims of third parties which are on site in connection with the performance of the contractual Services. Further AGL shall not be liable for any injury suffered by the Customer or consignee, their employees, agents and/or subcontractors, if the injury occurs when said persons perform activities to or on top of a Tank Container. The Customer shall indemnify AGL in this respect against claims of consignees or other parties.
  • Insofar as such is not contrary to provisions of mandatory law and subject to the liability rules set out above in this article, in all other cases AGL shall only be liable to the extent set out below for damage or injury, loss or expense howsoever arising in so far as such is proved by the claimant to have arisen from an act or omission, committed with the intent to cause such damage or injury, loss or expense, or recklessly and with the knowledge that such would probably ensue. In all such cases AGL shall never be liable for an amount greater than the maximum liability of the underlying carrier and/or service provider.
  • To the extent Customer agrees herein to indemnify and/or hold AGL harmless, Customer undertakes to obtain agreement from its insurers to waive any and all rights of subrogation in favor of AGL. Failure to obtain such agreement shall cause the Customer to save harmless and indemnify the Company from any subrogation action by its insurers against AGL.

PRICE

  • The price of the Services shall be due in full on the commencement of the Services.
  • Unless otherwise agreed, use of the containers for all periods beyond the allowances provided will result in demurrage accruing for the containers provided and shall be payable at the per diem rate of USD250, weekends and holidays included. This rate may be revised periodically and published by AGL. The Customer, Consignee and Receiver shall be jointly and severally liable to the Carrier for the cost of the Services and demurrage.
  • The price is based on current exchange rates and known charges at the time the quotation is made and is subject to the alteration of costs and surcharges by third parties. In the event of a subsequent increase in one or more cost price factors, AGL shall be entitled to request an increase the price. Any such increase shall be notified to the Customer in writing and will not come into effect until not less than thirty (30) days after the date that AGL has sent notice of such increase to the Customer.

PAYMENT

  • Unless otherwise agreed in writing, payment must be made in full upon receipt of the invoice in the currency referenced on the invoice by deposit on a bank account designated by AGL.
  • In the event of late payment the Customer shall be liable to pay interest at the rate of 1% per month compounded monthly without any need for notice of default on behalf of AGL. The Customer shall save harmless and keep the Company indemnified from and against all costs, claims, indemnities or other losses of whatever nature arising by reason of such late payment.
  • AGL is at all times entitled to demand payment in advance from the Customer or satisfactory security for the performance of his obligations. If the Customer does not immediately comply with a request to this effect, AGL is entitled to terminate or suspend its performance of Services.
  • Where incurred, additional origin charges are for the account of the Customer and additional destination charges are for the account of the consignee. In the event of non-­‐ payment of invoices by the Consignee, AGL reserves the right to charge and collect same from the Customer.

RIGHT OF RETENTION AS LIEN

  • AGL is entitled to a lien over and to retain product, documents and money of the Customer at Customer’s expense and risk until any claims by AGL against the Customer for howsoever arising have been paid in full.
  • All goods, documents and monies which AGL has or will have in its possession, for whatever reason shall serve as pledge for its claims which AGL has and/or will have on the Customer.
  • AGL is entitled to exercise the aforementioned lien and/or right of retention for any sums the Customer may still owe AGL, whether in relation to the transport of the product or preceding transport of other product for the Customer.

TIME LIMITS AND LAPSING OF RIGHTS

  • Subject always to the relevant provisions of the Hague-­‐Visby Rules and any other applicable legislation, the right to make a claim against AGL on the basis of this contract shall lapse unless the Customer initiates arbitration within twelve (12) months after delivery of the product or the date when the goods should have been delivered. If the arbitration agreement herein is rendered null and void, then the Customer is required to commence litigation within the same twelve (12) month period, after the expiry of one year, which term commences on the day following that on which the claim arose.

NOTIFICATION AND MEDIATION CLAUSE

  • In the event of complaint or claim being made in respect of any carriage by AGL details shall be given in the first instance to AGL’s local agent at the place where the goods are delivered and to AGL, Plot No. S 20119, Jebel Ali Free Zone (South), Dubai, United Arab Emirates. Filing a claim will not satisfy the time limits described in the proceeding article.
  • AGL and the Customer shall endeavour to resolve any claim amicably but in the event that this is not possible then, at the election of either party, the issue may be referred to a mediator in accordance with the governing law.
  • The Mediator's task is to analyze with the Parties the disputes that have arisen in order that the Parties may reach a good faith resolution and mutually confirm the resolution by written agreement.
  • The Mediation procedure is strictly confidential in nature. Parties shall not be bound in any subsequent court proceedings by any positions taken or statements made during the mediation procedure.

GOVERNING LAW AND JURISDICTION

  • Unless the parties agree otherwise, the contract shall be governed by English law. However U.S. law shall apply if any part of the carriage involves the United States.
  • In the event the parties are unable to resolve their differences amicably in accordance with Clause 11, then unless the parties agree otherwise, any and all disputes between the Customer and AGL, howsoever arising under, in relation to, or in connection with the contract shall be referred to and finally resolved by arbitration in London pursuant to the rules of the London Maritime Arbitrators Association.
  • Whenever U.S. law applies, whether by virtue of the carriage of cargo to or from the United States or otherwise, any dispute arising out of or in connection with this contract shall be exclusively determined by arbitration in New York, pursuant to the Rules of the Society of Maritime Arbitrators, Inc. In cases where neither the claim nor any counter claim exceeds the sum of USD50,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. current at the time the arbitration proceedings are commenced.
  • If the applicable law mandates arbitration in a location other than New York or London in the circumstances described above, the agreement to arbitrate shall be null and void.

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