Standard Trading Terms and Conditions UBI Logistics (HK) Limited

1. DEFINITIONS AND GENERAL CLAUSES
1.1 In these Conditions, unless the context otherwise requires:
"Company"
means UBI Logistics (HK) Limited under these Conditions.
"Conditions"
means the entire undertakings, terms and conditions embodied herein.
"Customer"
means any person at whose request or on whose behalf Company provides a Service.
"Customer's Equipment"
means Transport Units, equipment and vehicles other than those provided by or for Company.
"Dangerous goods"
includes any goods, substances, materials or articles:

    1. which are or may become dangerous, explosive, noxious, hazardous, inflammable, combustible, radioactive, toxic, infectious, poisonous, corrosive or oxidizing; or which are or may become liable to damage any property whatsoever or injure any person whomsoever; or which harbour or encourage or are likely to harbour or encourage vermin or other pests; or which are improperly or dangerously packed; or which for any reason whatsoever are liable to be seized, forfeited or detained or cause any other property or person liable to be seized, forfeited, detained or arrested by any lawful authority;
    2. which are classified as dangerous goods in any applicable national laws or international conventions or regulations from time to time in force, including, without limitation, the International Maritime Dangerous Goods Code published by the International Maritime Organization, the Technical Instructions for the Safe Transport of Dangerous Goods by Air approved and published by decision of the Council of the International Civil Aviation Organization, the IATA Dangerous Goods Regulations, the Dangerous Goods Ordinance (Cap. 295, Laws of Hong Kong), the Dangerous Goods (Application and Exemption) Regulations (Cap 295 sub. leg. A, Laws of Hong Kong), Schedule 16 to the Air Navigation (Hong Kong) Order 1995 (Cap 448 sub. leg. C, Laws of Hong Kong) (cited as the Air Navigation (Dangerous Goods) Regulations), and the Dangerous Goods (Consignment by Air) (Safety) Ordinance (Cap 384, Laws of Hong Kong); or
    3. the properties of which are or may become dangerous when the Services contracted for are rendered to them, and include empty receptacles or other Transport Units which have been used for or in connection with the storage or holding or carriage of any dangerous goods, unless the same shall have been properly cleaned and dried, gas freed or ventilated, or cleaned and adequately closed, or otherwise treated so as to be rendered safe and non-dangerous.

"Goods"
means all or any part of the goods (including, except where the term is used in Clause 20.4(a), any Customer¡¦s Equipment) in respect of which any Service is or is to be provided by Company.
"Guadalajara Convention"
means the Convention supplementary to the Warsaw Convention, for the unification of certain rules relating to international carriage by air performed by a person other than the contracting carrier signed at Guadalajara on 18 September 1961.
"Hague-Visby Rules"
means the International Convention for the Unification of certain rules Relating to Bills of Lading signed at Brussels on 25 August 1924 ("Hague Rules") as amended by the Protocol signed at Brussels on 23 February 1968 (and, where applicable, the Protocol signed at Brussels on 21 December 1979).
"instructions"
means statements of Customer's specific requirements, whether oral or in writing.
"Liabilities"
includes all and any claims, demands, losses, damages, liabilities, responsibilities, fines, penalties, costs and expenses (including legal costs and expenses) of whatsoever nature and howsoever arising.
"Montreal Convention"
means the Convention for the Unification of Certain Rules for International Carriage by Air done at Montreal on 28 May 1999.
"Owner"
includes all and any of the following persons: the owner, shipper, consignee of the Goods and any other person who is or may become interested in or otherwise entitled to the possession of the Goods, and anyone acting on behalf of any of the persons aforesaid.
"Perishable goods"
means any goods of a perishable nature and includes goods which require temperature control or goods with a short shelf-life.
"Rights and Defences"
includes all and any rights, remedies, defences, exemptions of liabilities, limitations of liabilities, liberties, immunities and benefits of whatever nature and howsoever acquired.
"Separate Terms"
has the meaning ascribed to it in Clause 2.3.
"Services"
means all and any business undertaken by Company including the provision or procuring the provision of any advice, information and services whatsoever (including without limitation any advice, information or services of or relating to any of the following: forwarding, carriage, transportation of goods (in each case whether international, regional, cross border or local and whether by sea or air or land or any combination thereof); storage, loading, unloading, packing, unpacking, stuffing, un-stuffing, consolidation, de-consolidation, warehousing, distribution, collection, delivery, inventory and management control, labelling, repacking, reorganisation, other processing, tracing and tracking and other handling of goods; order handling, documents preparation and customs brokerage; and in each case services ancillary or incidental thereto).
"sub-contractors"
means direct and indirect sub-contractors (of any degree) and their respective officers, servants and agents.
"Transport Unit"
includes any container, trailer, flat, tank, packing case, pallet and any other device used for and in connection with the carriage and/or consolidation of goods, and any equipment ancillary thereto.
"Valuable goods"
means any goods of a valuable nature including without limitation: bullion, bank notes, cash money, coins, traveller¡¦s cheques, drafts, credit cards, documents or papers of value of all kinds, articles or materials containing information or data of value in any form, precious stones, jewellery, antiques, works of art, valuables of all kinds; and including such other goods or materials the value of which exceeds the value limit as may from time to time be specified by Company.
"Warsaw Convention"
means The Convention for the Unification of Certain Rules relating to International Carriage by Air signed at Warsaw on 12 October 1929 or that Convention as amended at The Hague, 28 September 1955, whichever may be applicable.
1.2 Interpretation. In these Conditions, unless the context otherwise requires: words importing the singular include the plural and vice versa; words importing a gender include every gender; references to persons include any individual, body corporate or unincorporated and any other entity; references to "third party(ies)" also include a party or parties which is or are the parent, subsidiary or associated company(ies) of Company; references to statutory provisions shall be construed as references to those provisions as respectively amended or re-enacted or as their application is modified by other provisions from time to time and shall include any provisions of which they are re-enactments (whether with or without modification); references to Clauses are to clauses of these Conditions. Clause headings and sub-headings are for convenience only and do not affect the construction of these Conditions.
1.3 No Variation. No servant or agent of Company has authority to waive or vary any provision of these Conditions, unless such waiver or variation is in writing and signed by a duly authorized person or director of Company.
1.4 Severability. Each of the provisions of these Conditions is severable and distinct from the others and if at any time one or more of such provisions is or becomes invalid illegal or unenforceable, the validity legality and enforceability of the remaining provisions of these Conditions shall not in any way be affected or impaired thereby.
1.5 Rights Cumulative. Any of the Rights and Defences conferred on Company by these Conditions shall be in addition to and without prejudice to all other Rights and Defences available to it (whether contained in these Conditions or under statue or otherwise available in law).
1.6 No Waiver. No omission or delay on the part of Company in exercising any of its Rights and Defences shall operate as a waiver thereof, nor shall any single or partial exercise by Company of any such Rights and Defences preclude the further or other exercises thereof or the exercise of any other Rights and Defences which it has or may have.
1.7 Notices to Company. All notices required to be given to Company under these Conditions shall be in writing delivered to or sent by mail (postage prepaid) to Company's registered office for the time being in Hong Kong or in such other manner or to such other address as Company may notify Customer in writing.
1.8 Notices by Company. Wherever it is provided in these Conditions that notice shall be given by Company to Customer or any other person such notice shall be dispensed with if despite reasonable efforts, Customer or such other person cannot reasonably be contacted.
1.9 Action in contract, tort, etc. The Rights and Defences of Company provided in these Conditions shall apply in any action against Company whether founded in contract, tort, bailment, trust or howsoever otherwise founded.
1.10 Customer's/Owner's Indemnity. Any agreement or undertaking by Customer or Owner contained or implied in these Conditions to indemnify Company shall be construed as an agreement or undertaking to indemnify Company, its officers, servants, agents and sub-contractors (and each of them).
1.11 Customer's Declarations etc. Nothing in these Conditions shall be construed to affect or prejudice the Rights and Defences of Company, its officers, servants, agents or sub-contractors in or under any separate declarations, certifications, warranties, undertakings and/or indemnities provided or given by or on behalf of Customer and/or Owner.
1.12 Protective Provisions. Subject to Clause 2.2, provisions in these Conditions which:

    1. exempt, exclude, relieve or limit the liability of Company, its officers, servants, agents or sub-contractors (including without limitation provisions which limit the time for giving notice of claim or commencing proceedings); or
    2. require Customer and/or Owner to indemnify Company its officers, servants, agents or sub-contractors

shall apply and take effect notwithstanding (i) any act, omission, negligence, neglect or default of Company, its officers, servants, agents, sub-contractors or any person for whom Company is responsible, or (ii) the circumstances or cause of any loss or damage (to which such exemption, exclusion, relief, limitation or indemnity relates) be unexplained, or (iii) any other matters or causes whatsoever.

2. APPLICATION OF CONDITIONS
2.1 Subject to Clauses 2.2 and 2.3 all and any Services, whether gratuitous or otherwise, are provided subject to these Conditions which are deemed to be incorporated in any agreement between Company and Customer, to the exclusion of all other terms and conditions furnished by Customer or Owner or any other persons on their behalf.
2.2 If any legislation is compulsorily applicable to any Service, these Conditions shall as regards such Service be read as subject to such legislation and nothing in these Conditions shall be construed as a surrender by Company of any of its Rights and Defences or as an increase of any of its liabilities under such legislation and if any part of these Conditions be repugnant to such legislation to any extent such part shall as regards such Service be void to that extent but no further.
2.3 Where Company (in its own name) issues its own bill of lading or waybill (air or sea or road) or cargo receipt in pursuance of the Montreal Convention and provides in it that it contracts as a carrier, or otherwise enters into any separate contract in writing on other terms and conditions for any Service, the terms and conditions ("Separate Terms") embodied or incorporated in such bill of lading, waybill, cargo receipt, or separate contract shall be paramount and prevail in respect of the Service contracted for to the extent that these Conditions are in conflict with the Separate Terms; PROVIDED that where:

    1. the provisions of these Conditions on any matter are not in conflict with the applicable terms of the Separate Terms; or
    2. in respect of any matter about which the Separate Terms are silent

the provisions of these Conditions, unless otherwise expressly stated in the Separate Terms, shall continue to apply and be operative. For the avoidance of doubt, the signing or issue of a bill of lading or waybill or cargo receipt by Company as agent of a third party is not the issue by Company of its own bill of lading or waybill or cargo receipt.

3. CUSTOMER AND OWNER
3.1 Customer entering into any transaction or business with Company expressly warrants that Customer is either Owner or authorized agent of Owner, and that it is authorized to accept and does accept these Conditions not only for itself but also for and on behalf of Owner.
3.2 Customer agrees and warrants that all and any representations, warranties, undertakings, agreements, obligations (including obligations to pay), liabilities, responsibilities and indemnities expressed or implied to be made, given or assumed by Customer in or under these Conditions are made, given and assumed by Customer jointly and severally with Owner.
3.3 Customer agrees and warrants that all and any Rights and Defences available to Company may be enforced or raised by it against Customer and Owner (and each of them).

4. STATUS AND ROLE OF COMPANY
4.1 Company reserves to itself the discretion to provide any service as a principal or to procure as an agent the provision of the required service by third party(ies).
4.2 Company acts as a principal in respect of a Service if and to the extent that one or more of the following is applicable:

    1. the Service is performed by Company itself and the Goods are in its actual custody and control;
    2. where (as described in Clause 2.3) Company issues its own bill of lading or waybill or cargo receipt as a carrier or enters into a separate contract and under the Separate Terms Company contracts as a principal;
    3. under any compulsorily applicable law Company is or is deemed to be providing the Service as a principal.

4.3 Company shall not be taken to be acting as a principal in respect of any Service by reason only of any one or more of the following:

    1. the charge by Company of an inclusive price;
    2. the supply by Company of its owned or leased equipment and/or facilities;
    3. the arrangement by Company for Goods to be forwarded, carried, transported, stored or otherwise handled together or in consolidation with other goods.

4.4 Save as provided in Clause 4.2, all Services to Customer are provided by Company as agent. Without prejudice to the generality of the foregoing sentence, Company always acts as an agent:

    1. where Company procures the issue of a third party bill of lading or w