Definitions

1.1 Company means SKYFER Logistic and any of its subsidiaries, affiliates, branches, representative offices, agents, employees, contractors, and authorized representatives.

1.2 Customer means any person, corporation, partnership, governmental authority, or other entity requesting or receiving Services from the Company.

1.3 Goods means cargo, merchandise, products, containers, materials, documents, or any items handled by the Company.

1.4 Services means freight forwarding, transportation arrangements, customs clearance coordination, warehousing, distribution, logistics management, cargo handling, consulting, and related services provided by the Company.

1.5 Contracting Office means the SKYFER office issuing the quotation, booking confirmation, service agreement, invoice, or otherwise undertaking responsibility for the Services.

 

Application

2.1 These Standard Trading Conditions (“STC”) apply to all Services provided by the Company.

2.2 Any terms and conditions proposed by the Customer shall not apply unless expressly accepted in writing by an authorized representative of the Company.

2.3 By requesting Services or delivering Goods to the Company, the Customer accepts and agrees to be bound by these STC.

 

Company’s Capacity

3.1 Unless otherwise agreed in writing, the Company acts solely as an agent in arranging transportation, storage, customs services, and related logistics activities.

3.2 The Company may engage carriers, warehouse operators, customs brokers, agents, subcontractors, and other service providers on behalf of the Customer.

3.3 Services provided by third parties shall be subject to their respective terms and conditions.

3.4 The Company shall not be deemed a common carrier, non-vessel operating common carrier (NVOCC), warehouse operator, or contractual carrier except where expressly agreed in writing.

 

Customer Obligations

4.1 The Customer warrants that all information and documentation supplied to the Company are accurate, complete, and lawful.

4.2 The Customer shall ensure that the Goods are properly packed, marked, labeled, documented, and suitable for transportation and handling.

4.3 The Customer shall comply with all applicable laws, regulations, customs requirements, sanctions, security requirements, and trade controls.

4.4 The Customer shall indemnify and hold harmless the Company against all losses, liabilities, penalties, duties, taxes, claims, expenses, and costs arising from any breach of this clause.

 

Quotations and Charges

5.1 All quotations are based on information available at the time of issue and are subject to change without notice.

5.2 Freight rates and charges are subject to carrier rate increases, fuel surcharges, currency fluctuations, terminal handling charges, customs fees, governmental charges, security charges, and other cost increases outside the Company’s control.

5.3 Unless otherwise stated, quotations are exclusive of duties, taxes, governmental assessments, and insurance premiums.

5.4 Quotations do not constitute a binding agreement until accepted by the Company.

 

Payment Terms

6.1 All invoices shall be payable within thirty (30) days of the invoice date unless otherwise agreed in writing.

6.2 The Company may require advance payment, deposits, guarantees, or other security before providing Services.

6.3 Interest shall accrue on overdue balances at the rate of two percent (2%) per month or the maximum rate permitted by law, whichever is lower.

6.4 The Customer shall reimburse the Company for all reasonable collection costs, legal fees, court costs, arbitration costs, and enforcement expenses incurred in recovering overdue amounts.

 

General and Particular Lien

7.1 The Company shall have a general and particular lien over all Goods, documents, and funds in its possession or control for all amounts due from the Customer.

7.2 The Company may withhold delivery pending full payment of all outstanding amounts.

7.3 If payment remains outstanding thirty (30) days after written demand, the Company may sell, dispose of, or otherwise realize upon the Goods and apply the proceeds toward the amounts due.

 

Cargo Insurance

8.1 The Company does not provide cargo insurance unless specifically requested in writing and confirmed in writing by the Company.

8.2 The Customer is solely responsible for obtaining adequate cargo insurance.

8.3 Any insurance arranged by the Company shall be subject to the terms, conditions, exclusions, and limitations of the applicable insurance policy.

Dangerous and Restricted Goods

9.1 The Customer shall fully disclose the nature of any dangerous, hazardous, explosive, flammable, toxic, radioactive, prohibited, controlled, or regulated Goods.

9.2 The Company may refuse, destroy, return, neutralize, or otherwise dispose of undeclared dangerous Goods without compensation or liability.

9.3 The Customer shall indemnify the Company against all claims, losses, liabilities, penalties, damages, and expenses arising from such Goods.

 

Customs and Regulatory Compliance

10.1 The Customer is solely responsible for the accuracy and completeness of all customs declarations, permits, licenses, certificates, and supporting documentation.

10.2 The Company shall not be liable for customs examinations, inspections, delays, seizures, penalties, fines, duties, taxes, or governmental actions.

10.3 Any customs-related services are performed solely on the basis of information provided by the Customer.

 

Limitation of Liability

11.1 The Company shall not be liable for loss, damage, delay, misdelivery, non-delivery, or failure to perform arising from:

• Acts or omissions of carriers or third parties;
• Government actions;
• Customs inspections or interventions;
• Labor disruptions;
• Natural disasters;
• Cyber incidents;
• War, terrorism, civil unrest;
• Force majeure events; or
• Circumstances beyond the Company’s reasonable control.

11.2 Except where prohibited by applicable law, the Company’s liability for any claim arising out of or relating to the Services shall be limited to the greater of:

(a) USD $500 per shipment; or

(b) the amount of fees charged by the Company for the specific Services giving rise to the claim.

In no event shall the Company’s liability exceed the lesser of:

(i) the actual value of the Goods lost or damaged; or

(ii) the amount recoverable from the carrier, warehouse operator, or subcontractor responsible for the loss.

11.3 Under no circumstances shall the Company be liable for:

• Loss of profits;
• Loss of revenue;
• Loss of business opportunity;
• Consequential damages;
• Indirect damages;
• Special damages;
• Punitive damages; or
• Exemplary damages.

11.4 The limitations and exclusions contained herein shall apply regardless of whether a claim is based in contract, tort, negligence, bailment, statute, or any other legal theory.

11.5 The Customer acknowledges that:

(a) the liability limitations contained in these STC are fair and reasonable;

(b) the Company has not agreed to act as an insurer of the Goods;

(c) the Customer has been advised to obtain adequate cargo insurance; and

(d) higher levels of protection against loss or damage are available only through insurance coverage or a separate written agreement expressly accepted by the Company.

 

Claims

12.1 Any claim against the Company must be made in writing:

• Within seven (7) days for visible loss or damage;
• Within fourteen (14) days for concealed loss or damage;
• Within thirty (30) days for any other claim.

12.2 Failure to provide notice within the specified timeframe shall constitute a waiver of the claim.

12.3 Any legal action, arbitration, or proceedings arising against the Company must be commenced within one (1) year from the date of the event giving rise to the claim.

 

Force Majeure

13.1 The Company shall not be liable for any delay, interruption, loss, damage, or failure to perform caused by events beyond its reasonable control, including but not limited to:

• Natural disasters;
• Epidemics and pandemics;
• Government restrictions;
• Transportation disruptions;
• Port congestion;
• Sanctions;
• Cyberattacks;
• Utility failures;
• Labor disputes;
• War;
• Terrorism.

14. Confidentiality

14.1 Each party shall maintain the confidentiality of non-public commercial information received from the other party.

14.2 Disclosure shall be permitted when required by law, governmental authority, regulatory requirement, or court order.

 

Governing Law

15.1 These STC shall be governed by the laws of the jurisdiction where the Contracting Office is located unless otherwise agreed in writing.

15.2 Where local laws require the use of office-specific trading conditions, such local conditions shall prevail to the extent of any inconsistency.

 

Dispute Resolution

16.1 Good Faith Negotiation

Any dispute, controversy, or claim arising out of or relating to these STC or the Services shall first be referred to senior management representatives of the parties for resolution through good-faith negotiations.

16.2 Mediation

If the dispute is not resolved within thirty (30) days after written notice, either party may refer the dispute to mediation conducted by a mutually agreed mediator.

16.3 Arbitration

Any dispute not resolved by mediation shall be finally settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC), unless the parties agree otherwise.

16.4 Seat of Arbitration

Unless otherwise agreed, the seat of arbitration shall be the jurisdiction where the Contracting Office is located.

16.5 Language

The arbitration proceedings shall be conducted in the English language unless the parties agree otherwise.

16.6 Final and Binding Award

The arbitration award shall be final and binding and may be enforced in any court of competent jurisdiction.

16.7 Preservation of Company Rights

Nothing in this clause shall prevent the Company from:

• Recovering unpaid invoices;
• Exercising lien rights;
• Seeking injunctive relief;
• Enforcing judgments or arbitral awards;
• Commencing proceedings in jurisdictions where the Customer’s assets are located.

17. Compliance and Trade Sanctions

17.1 The Customer represents and warrants that neither the Customer, the Goods, nor any transaction contemplated under these STC violates applicable sanctions laws, export controls, anti-corruption laws, or trade restrictions.

17.2 The Company may suspend or terminate Services if compliance concerns arise.

 

Severability

18.1 If any provision of these STC is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

 

Entire Agreement

19.1 These STC constitutes the entire agreement between the Customer and the Company concerning the Services.

19.2 No amendment or modification shall be binding unless made in writing and signed by an authorized representative of the Company.