VIFFAS's Standard trading conditions
I- GENERAL PRINCIPLES:
1. These Standard Trading Conditions here below referred to as TSTC shall be applied to a11 services provided, handled, performed or rendered by the company acting as Freight Forwarder even in case when the company procures a Bill of Lading or other similar
document evidencing a contract of carriage between a person other than the company and the customer or owner .
2. In case when the company is acting as carrier, the provisions of a document issued by or on beha1f of the company bearing a tit1e of or including "Bi1l of Lading", whether negotiable or not, shall be paramount and in the event of a conflict of conditions,
the provisions of such a document shall prevail over those of TSTC to the extend of such conflict.
3. As to the services in respect of or relating to customs clearance, taxes, licenses, consular documents, certificates of origin, inspection, certificates and other similar services or incidenta1 to, the company is to be a1ways considered to act as agents only and never to be considered to act as Principals.
II -DEFINITIONS:
In these Standard Trading Conditions:
4. "Company" means a Vietnam Freight Forwarders Association's member who undertakes to provide the services.
5. "Conditions" means the entire undertakings, terms, conditions and clauses embodied in TSTC.
6. "Customer's means any person, or any body, or any company, corporation and enterprise, or any organization.
7. "Owner" means the owner of the goods including shippers and consignees and another person who is or may be come interested in the goods and anyone acting on their behalf.
8. "Goods" includes the cargo and any container not supplied by or on behalf of the company, or any part thereof in respect of which the company provides a service.
9. "Dangerous goods" means goods listed in .'lntemational Maritime Dangerous Goods Code" issued, published by IMO
10. "lnstruction" means a statement of the customer's specific requirements.
III- THE COMPANY'S GENERAL RESPONSIBILITIES:
11. The company shall perform its duties with a reasonable degree of care, diligence, skill and judgment.
12. The company shall carry out its services within a reasonable time except under specia1 arrangement previously made in writing as an instruction to the company.
13. Subject to TSTC and in particular to the discretion reserved to the company below the company sha1l take a1l reasonable steps to perform any of the customer's instructions acceptable by the company.
14. If at any stage in any transaction the company should reasonably consider that there is good reason in the customer's interests to depart from any of the customer's instructions, the company shall be permitted to do so and shall not incur any additiona11iability in consequence of so doing.
15. When using it discretion as permitted in TSTC the company sha1l do so with due regard to the interests of the customer.
16. If after the contract has been agreed events or circumstances come to the attention of the company which in the opinion of the company make it whol1y or in part impossible for the company to fulfi11 its duties it shall take reasonable steps to inform the customer of those events or circumstance~ and seek further instructions.
IV -CUSTOMER'S OBLIGATIONS :
17. The customer warrants tl1at he is eitl1er tl1e owner or the authorized agent of the owner of the goods and that he is authorized to accept and is accepting TSTC not only for himself but also as agent for and on behalf of the owner of the goods.
18. The customer warrants the he has reasonab1e knowledge of matters affecting the conduct of his business, including but not limited to the terms of sa1e and purchase of the goods and all other matters relating thereto.
19. The customer shall give sufficient and executable instructions.
20. The customer warrants that the description and particular of the goods are complete, accurate and correct.
21. The customer warrants that the goods are properly packed and labeled ,except where the company has accepted instructions in respect of such services.
22. The customer shall not, unless otherwise previously and expressly agreed in writing, deliver to the company or cause the company to deal with or handle dangerous goods.
23. The customer shall indemnify the company against all liability loss damage costs and expenses whatsoever arising out of the company acting in accordance with the customer's instruction or arising from any breach of the customer of any warranty contained in TSTC or from negligence of the customer .
24. The customer shall pay to the company in cash or as agreed a11 sums immediate1y when due without deduction or deferment on account of any claim, counterclaim or setoff.
V -PERFORMANCE OF CONTRACT:
A. Company as agent :
25. To the extent that the company acts as agent, the company does not make or purport to make any contract with the customer for the carriage, storage or hand1ing of the goods nor for any other physica1 service in relation to them and acts solely on behalf of the
customer in securing such services by establishing contracts with the third parties so that direct contractua1 relationships are established between the customer and such third parties.
26. The company shall not be liable for the acts and omissions of such third parties referred to in clause 25 above nor responsible for any. accident or for any neglect or default howsoever arising whether willful or otherwise on the part of its agents or those with whom it contracts in respect of the goods to be forwarded, whether they are carriers by land, sea or air or warehouse keepers or other persons.
27. When acting as an agent the company 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 form the customer's
instructions.
28. The company only forwards goods subject to the contracts, terms, conditions, and regulations of the various persons, companies or authorities in whose possession the goods
may pass.
29. The company shall defend, indemnify and hold harmless the company in respect of a111iablity , loss damage, costs or expenses arising out of any contracts made in the procurement of the customer's requirements in accordance with clause 27, 28 above.
B. Company as Principal :
30. To the extent that the company contracts as Principal for the performance of the customer's instructions, the company undertakes to perform or in its own name to procure the performance of the customer' s instructions and subject to the provisions of TSTC shall be liable for the loss of or damage to the goods occurring from the time that the goods are taken into its charge until the time of delivery.
31. Notwithstanding other provisions in TSTC, if it is proven that the loss of or damage to the goods occurred, the company's liability shall be determined by the provisions contained in any International Convention or N ationa1 Law, the provisions of which:
a. Cannot be depart from by private contract, to the detriment of the claimant, and .
b. Would have been appIied if the claimant had made a separate and direct contract with the actua1 provider of the particular service in respect of that service or stage of the carriage where the loss or damage occurred and received as evidence thereof any particular document which must be issued if such Internationa1 Convention or N ational Law shall be applied.
32. Notwithstanding other provisions provided in TSTC if it can be proved that the loss of or damage to the goods occurred at sea or inland waterway, the company' s liability shall be limited to those set out in the MaritiIf1e Code of Vietnam and the company shall be
entitled to rely on a11 defenses, exemptions or limitations provided to the carriers by the above code. Reference in the above code to carriage by sea shall be deemed to include reference to carriage of .inland waterways and the code shall be construed accordingly.
C. Air carriage :
If the company acts as a principal in respect of a carriage of goods by air, the company' s liability shall be determined by the provisions contained in the Law on Civil Aviatiori of Vietnam.
VI. GENERAL LIABILITY AND LIMITATION OF LIABILITY:
33. Except insofar as otherwise provided by TSTC, the company shall not be liab1e for any loss or damage whatsoever arising from :
1. The act or omission of the customer or owner or any person acting on their behalf.
2. Compliance with the instructions given to the company by the customer, owner or any other person entitled to give them.
3. Insufficiency of the packing or labeling of the goods except where such service has been provided of the company.
4. Handling, loading, stowage or unloading of the goods by the customer or owner or any other person acting on their behalf.
5. Inherent vice of goods
6. Riots, civil commotions, strikes, lockouts, stoppage or restraint of labor from whatsoever cause, or
7. Any cause with the company could not avoid and the consequences whereof if could not prevent by the exercise of reasonable diligence.
34. Notwithstanding other provisions provided in TSTC, the company shall not be liable for loss and damage howsoever caused to the property other than the goods themselves, indirect or consequentia11oss or damage, loss of profit, delay or deviation.
35. Except insofar as otherwise provided by TSTC. the liability of the company, in any event for any neglect or default or any other matter or thing whatsoever or howsoever arising, and notwithstanding that
a. In respect of a11 claims other than those subject to the provisions of sub clause (b) below, whenever is the least of
(i) the value of, or
(ii) US dollar per gross kilogram of, or
(iii) not exceeding US dollar... in any event whatever in respect of any one claim
The goods lost, damaged, misdirected, misdirected or in respect of which a claim arises
b. In respect of claims for delay where not excluded by the provisions of TSTC, the amount of the company' s charges for the services in respect of the goods delayed.
36. a. Compensation sha1l be ca1culated by reference to the invoice value of the goods plus freight and insurance if paid.
b. If there be no invoice va1ue for the goods, the compensation shall be calculated by reference to the value of such goods at the place and time when they are delivered to the customer or owner or their assigns or such persons as instructed by the customer or shou1d have been so delivered. The va1ue of the goods sha1l be fixed according to the current market va1ue, or, if there be. no commodity exchange price or current market va1ue, by reference to the normal va1ue of goods of the same kind and quality.
.37. By special agreement in writing and on payment of additiona1 charges, higher compensation may be claimed from the company not exceeding the va1ue of the goods or the agreed va1ue, whichever is lesser .
38. a. .The company sha1l be discharged of any liability whatsoever unless :
(i) notice of any claim is received by the company or its agent within 14 days (Sundays, holidays excluded) after the date specified (b) below.
(ii) suit is brought in the proper forum and written notice thereof received by the company within 9 months after the date specified in (b) below
(i) In the case of damage to goods,' the date of delivery of the goods, and in the case of loss of the goods, the date of the goods shou1d have been delivered.
(ii) In the case of delay or non-delivery of the goods, the date that the goods shou1d have been delivered.
(iii) In any other case, the event giving rise to the claim.
VII - RIGHT OF LIEN AND DETENTION :
39. The company sha1l have a genera1lien on a1l goods and documents relating to goods in its possession, custody or control for a1l sums due at any time from the customer or owner, and shall be entit1ed to se1l or dispose of such goods or documents as agent for and at the expenses of the customer and apply the proceeds in or towards the payment of such sum on 45 days notice in writing to the customer, upon according to the customer for any ba1ance remaining after payment of any sum due to the company and the cost of sa1e or disposa1 the company shall be discharged of any liability in respect of the goods or documents.
40. When the goods are labeled to perish or deteriorate, the company' s right to sell or dispose of the goods shall arise immediately upon any sum becoming due to the company subject only to the company taking reasonable steps to bring to the customer' s attention its intention of selling or disposing of the goods before so doing.
41. The company shall be entitled to retain and repaid all brokerages commissions allowances and other remunerations customarily retained by of paid to Freight Forwarders.
VIII- CLAIM AND ARBITRATION:
42. Claims against the company shall be time barred within 6 months except where and when the company acts as sea or in1and waterway carrier and in his own name issues a Bi1l of Lading of which the time bar wi1l be determined by the provisions therein. The six month period shall start to run from the day of delivery of the goods to the consignee named in the contract or, if no delivery was taken place, from 1he day of the conclusion of the contract.
43. In case of depute, the disputing parties shall in first instance endeavor to sett1e it by amicable way, however should such effort fail to achieve us objects, the parties thereto agree to submit the case to a board of arbitrators to be appointed one by each. In case
arbitrators by so chosen shall not agree then the decision of and empire to .be appointed by them shall be fina1 binding upon both parties.
IX -JURISDICTION AND LAW:
44. TSTC and any act or contract to which they apply shall be governed by the Laws of the Socialist Republic of Vietnam.