RÖHLIG-GRINDROD (PTY) LTD
REGISTRATION NUMBER 1998/25820/07
STANDARD TRADING TERMS AND CONDITIONS
1.1 The headings to the clauses are for reference purposes only and shall not be used to
interpret the clauses to which they relate.
1.2 Unless the context clearly indicates otherwise, references to one gender shall include
the other two genders, the singular includes the plural and vice versa, and all terms
shall apply equally to natural persons, juristic persons and other associations.
1.3 “the Carrier” means any transporter, whether by road, rail, sea or air, with whom the
Company contracts, whether as principal or agent, to move Goods or provide services.
1.4 “the Company” means Röhlig-Grindrod (Pty) Ltd, Registration Number
1998/25820/07, or if it exercises its right under clause 2, the member of the group in
respect of which it exercises its rights.
1.5 “the Customer” means any person at whose request or on whose behalf the
Company undertakes any business or provides any advice, information or services,
whether gratuitous or not.
1.6 “the Goods” means any goods handled, transported, stored or otherwise dealt with by
or on behalf or at the instance of the Company or which come under the control of the
Company or its agents, servants or sub-contractors on the instructions of the
Customer, and include any container, transportable tank, flat pallet, package or any
other form of covering, packaging, container or equipment or transport device used in
connection with or in relation to such Goods, and included dangerous goods and
goods of high value.
1.7 “the Group” means the Company and any company which is a holding company or
subsidiary of the Company from time to time which may render services to the
Customer in terms of clause 2.
1.8 “the Owner” means the owner of the Goods to which any business is concluded under
these trading terms and conditions and any other person who is or may have or
acquire any interest, financial or otherwise, therein.
2. GROUP SERVICES
The Company may in its discretion perform all or any business undertaken or provide advice,
information or services itself or, alternatively, it may procure that any member of the Group
undertakes such business or provides such advice, information or services upon and subject to
the terms and conditions contained herein.
3.1 All and any business undertaken or advice, information or services provided by the
Company, is undertaken or provided subject to these trading terms and conditions.
3.2 These trading terms and conditions shall prevail over those of any Customer or other
party with whom the Company contracts, even if any applicable terms and conditions
contain a clause similar in meaning and intention to this one, or if such terms and
conditions were concluded at any other time.
3.3 Where these trading terms and conditions are inconsistent with any applicable tariff,
these trading terms and conditions shall prevail.
3.4 If any provision of these trading terms and conditions is unenforceable, then the
Company shall be entitled to elect, at any time that such provision shall be severed
from the remaining provisions of these terms and conditions, so as to allow the
remaining provisions to remain of full force and effect. Such amendment shall not in
any way affect the remaining provisions of these trading terms and conditions.
3.5 All Goods shall be dealt with by the Company subject to these terms and conditions,
whether or not inconsistent with the trading terms and conditions stipulated by any
Carrier, warehouseman, government department, authority or other party (whether
acting as agent or sub-contractor to the Company or not) into whose possession or
custody the Goods may pass, or subject to whose authority they may be at any time.
4. TRANSPORT DOCUMENTS
The Company shall be entitled to issue in respect of the whole or part of any contract for the
movement of Goods, a bill of lading (combined transport, through transport, port-to-port) or waybill
(seafreight or airfreight). Where a bill of lading or waybill has been issued, these trading terms
and conditions shall continue to apply except insofar as they conflict with the trading terms and
conditions of the bill of lading or waybill concerned. The Company shall be entitled to raise an
additional charge as determined by the Company to cover potential additional obligations and
administration arising from the issuance of the bill of lading or waybill concerned.
5. ACTING CAPACITY
5.1 The Company in, inter alia, procuring the carriage, storage, packing or handling of
Goods shall be entitled to act either as agent for and on behalf of the Customer or as a
principal, as it in its sole and absolute discretion deems fit, unless otherwise agreed in
5.2 When acting as agent for and on behalf of the Customer, the Company shall be
entitled to enter into any contract it reasonably deems necessary for the fulfilment of
the Customer’s instructions, in particular but without limiting the generality of this
clause, contracts for the:
5.2.1 carriage of Goods by any route, means or person or vehicle;
5.2.2 storage, packing, transport, shipping, loading, unloading and/or handling of Goods
by any person at any place whether on shore or afloat and for any period of time;
5.2.3 carriage or storage of Goods with or without other Goods.
5.3 When the Company, as agent for and on behalf of the Customer, concludes any
contract with a third party, such agreement is concluded between the Customer and
the third party, and the Company is not bound by such agreement in such
5.4 Where the Company provides services for Goods which are or shall be carried in
accordance with a contract contained in or evidenced by a bill of lading or waybill, all
services including cargo booking services and forwarding services are arranged by the
Company as an agent only, for and on behalf of the Customer.
5.5 Where the Company agrees to arrange insurance for the Goods, the Company does
so as agent only, for and on behalf of the Customer.
5.6 The Customer authorises the Company to act as its agent in clearing Goods through
customs, provided that a valid clearing instruction has been timeously provided to the
Company by the Customer.
5.7 The acceptance of a fixed price by the Company for the provision of any service shall
not determine whether the Company shall provide such service acting as agent for and
on behalf of the Customer or as a principal.
5.8 The Company is neither a common carrier nor a public carrier.
6. APPOINTMENT OF SUB-CONTRACTORS
6.1 Where the Customer instructs the Company to perform any services, such services
may be performed, in the absolute discretion of the Company, by its own servants
performing part or all of the services, or by the Company employing third parties to
provide part or all of the services on conditions that may be stipulated by, or
negotiated with such third parties.
6.2 When the Company employs third parties to perform all or any of the functions which it
has agreed to perform, the Company shall not first be obliged to obtain the Customer’s
approval for the employment of the third party.
6.3 Where the Company employs third parties to provide any services in accordance with
clause 6.1 above, the Company shall have no responsibility or liability whatsoever to
the Customer for any act or omissions of such third party, even though the Company
may be responsible for the payment of any such third party charges.
6.4 The Company shall, if suitably indemnified against all costs (including attorney and
own client costs) which may be incurred by or awarded against the Company, take
such action against the third party on the Customer’s behalf as the Customer may in
7. CARRIAGE OF GOODS
7.1 Upon receipt of specific written instructions by the Customer, the Company shall
arrange for the carriage and/or transport of Goods.
7.2 Any such carriage and/or transport, including storage and handling of the Goods, shall
be arranged by the Company as agents for and on behalf of the Customer and shall
be subject to the conditions stipulated by the Carrier contracted to carry the Goods.
7.3 The Company accepts no liability whatsoever and howsoever arising in respect of
such carriage, provided that should it be found that the Company in any way retains
any obligation or responsibilities with regard to the performance of the obligations by
the Carrier, then the usual limitations of liability set out in these trading terms and
conditions shall apply.
8. EXAMINATION, COUNTING AND INSPECTION OF GOODS
8.1 The Company is not obliged to examine, count or inspect any Goods in respect of
which it renders any service to the Customer.
8.2 Where it is necessary for an examination to be held or other action to be taken by the
Company in respect of any discrepancy in Goods which are landed or discharged from
any vessel, aircraft, vehicle, or other transport unit, the Company shall not be liable for
a failure to hold such examination or to take any other action unless the Company has
been timeously advised by the landing or discharge agent that such Goods have been
landed and that such an examination is necessary.
8.3 In the event that the Company undertakes to examine, count or inspect any Goods in
respect received from the Customer, it shall incur no liability whatsoever with regard to
any error or inaccuracy in such counting, whether the error or inaccuracy is the result
of negligence on the part of the Company or otherwise, and notwithstanding that the
Company may have had the means and expertise to identify any discrepancies.
8.4 The Company shall be entitled to levy a charge on the Customer for the examination,
counting or inspection of Goods.
8.5 All Goods shall be deemed to have been received in good order and condition unless
the Customer, within 3 days of receipt of the Goods in question, notifies the Company
in writing to the contrary.
8.6 In the event that the Customer, upon delivery of the Goods, alleges that the shipping
container seals have been tampered with, the Customer shall notify the Company
immediately upon delivery, and the Company shall be entitled to nominate a
representative to be present at the opening of the shipping container. In such an
event, the Customer shall in no circumstances open the shipping containers without a
representative of the Company in attendance.
8.7 The Customer shall not have any claim against the Company in the event that it fails to
comply with clauses 8.5 and 8.6 above.
9. CUSTOMER’S INSTRUCTIONS
9.1 The Customer shall provide sufficient and executable instructions, in writing, to the
Company for the provision of services, to enable the Company to carry out the
instructions and provide the services.
9.2 Such instructions shall in particular, but without limitation, cover any valuation or
determination issued by any customs & excise authority in respect of any Goods to be
dealt with by or on behalf of or at the request of the Company.
9.3 Instructions given by the Customer shall be recognised by the Company as valid only
if precise, clear and comprehensive, and timeously given specifically in relation to a
particular matter. Oral instructions must be confirmed in writing by a representative of
the Company who is duly authorised to do so.
9.4 Oral instructions which have not been confirmed in writing by a duly authorised
representative of the Company, standing or general instructions, or instructions given
late, even if received by the Company without comment, shall not in any way be
binding upon the Company, but the Company may act thereupon in the exercise of its
10. ABSENCE OF INSTRUCTIONS
10.1 Unless the Customer timeously provides precise, clear and comprehensive written
instructions to the Company:
10.1.1 the Company shall, in its reasonable discretion, decide when to perform or procure
the performance of any or all of the actions which may be necessary or requisite
for the performance of its services to the Customer;
10.1.2 the Company shall in its reasonable discretion decide the means, route and
procedure to be followed by it in performing any of the acts or services it has
agreed to perform. In the event that there is a choice of tariff rates or premiums
offered by a Carrier, warehouseman, underwriter or any other person which choice
depends upon the declared value of the Goods in question for the extent of the
liability to be assumed by the Carrier, warehouseman, underwriter or other person,
it shall be in the sole and absolute discretion of the Company as to what
declaration shall be made, and what liability shall be imposed on the Carrier,
warehouseman, underwriter or other such person.
10.1.3 the Company shall not be obliged to arrange for any Goods to be carried, stored or
handled separately from other Goods;
10.1.4 the Company shall not be obliged to make any declaration as to the nature or
value of any Goods or as to any special interest in delivery, and shall be under no
obligation to make any declaration or to seek any special protection or cover from
any Carrier in respect of any Goods which are, or fall within the definition ascribed
thereto by that body of dangerous Goods or other Goods which require special
conditions of handling or storage.
11. SPECIAL INSTRUCTIONS
11.1 The Customer shall not, without giving written notice to the Company of a temperature
range to be maintained, and the nature of the Goods, deliver for transportation any
Goods that require specific temperature control.
11.2 Where a temperature-controlled container has been packed by the Customer, or a
third party on its behalf, the Customer undertakes that:
11.2.1 the container has been appropriately pre-cooled or pre-heated;
11.2.2 the Goods have been properly packed into the container; and
11.2.3 the container’s thermostatic controls have been properly set.
11.3 The Company shall not be liable for any damage or loss to the Goods which is caused
by the Customer’s failure to comply with clause 11.1 and 11.2 above, and the
Company shall be entitled to refuse receipt of such Goods, or otherwise destroy or
deal with the Good as it deems fit, at the risk and expense of the Customer.
12. SPECIAL AUTHORISATION
12.1 The Customer acknowledges that prior authorisation must be obtained from the
relevant authorities in certain countries prior to the shipment of Goods. In the event
that the Customer intends to ship Goods to any such country, it must ensure that it
duly furnishes the Company with all necessary documentation in order to enable the
Company to ship the Goods.
12.2 If the Customer fails to provide the Company with any such documentation or authority
timeously, alternatively, if the relevant customs authority refuses to grant authorisation
in respect of the Customer’s Goods, the Company shall not be obliged to ship such
Goods onto the vessel. Furthermore, the Customer shall be liable for all costs,
damages (direct and indirect), expenses, penalties, forfeiture, demurrage and
disbursements resulting therefrom.
13. GENERAL DISCRETION
13.1 Notwithstanding anything to the contrary contained in these trading terms and
conditions, if at any time the Company should in its reasonable discretion consider it
necessary to depart from any of the Customer’s instructions, the Company shall be
entitled to do so and shall not incur any liability as a result.
13.2 If events or circumstances come to the attention of the Company, its agents, servants
or sub-contractors which, in the opinion of the Company in its sole discretion, make it
wholly or partially impossible or impracticable for the Company to comply with the
Customer’s instructions, the Company shall take reasonable steps to inform the
Customer of such events or circumstances and to seek further written instructions.
13.3 If such further written instructions are not timeously received by the Company, the
Company shall, at its sole discretion, be entitled to detain, return, store, sell, abandon
or destroy all or part of the Goods concerned at the risk and expense of the Customer,
and the Customer shall indemnify the Company and hold it harmless for any claims
14.1 The Customer warrants that:
14.1.1 it is either the Owner of the Goods or the authorised agent of the Owner of any
Goods in respect of which the Customer instructs the Company;
14.1.2 it is authorised to agree to these trading terms and conditions on behalf of any
person or company that it represents;
14.1.3 in the event that the Customer acts as the authorised agent of the Owner of the
Goods, that the Owner is bound by these standard terms and conditions;
14.1.4 its annual turnover exceeds the thresholds set out in the Consumer Protection Act
68 of 2008 and the National Credit act of 34 of 2005, and, in any event, warrants
that is annual turnover exceeds R3million per annum;
14.1.5 if the Customer is a close corporation or limited liability company, then its members
and/or directors personally guarantee, jointly and severally, the due performance of
all the obligations of the Customer to the Company and the representative of the
Customer warrants that he is duly authorised to bind such members and/or
directors and act as the Customer’s agent in all his dealings with the Company;
14.1.6 all information provided is accurate and comprehensive and no necessary or
pertinent information has been withheld, and the Customer indemnifies the
Company against all claims, penalties, fines, damages (direct and indirect) and
expenses arising as a result of any breach of this undertaking;
14.1.7 the Goods concerned are suitable for the type and mode of carriage contemplated
in or on the transport device concerned, and that the transport device is in a proper
condition to carry the Goods safely and complies with the requirements of all
relevant transport authorities and Carriers;
14.1.8 the Goods comply with all relevant laws and regulations;
14.1.9 the Goods are accompanied by all necessary completed documents, save to the
extent that the Company has undertaken to prepare or procure this, failing which
the Company shall be entitled to withhold delivery until the document has been
14.1.10 the Goods are appropriately stowed, marked, and labelled, and properly packed to
withstand handling and storage;
14.1.11 it has the requisite International Maritime Dangerous Goods Code (IMDG)
certification to handle hazardous Goods, where applicable.
14.1.12 no claims shall be made against any director, member, servant, employee or agent
of the Company in their respective personal capacities which imposes or attempts
to impose upon them any liability in connection with the rendering of any services
which are the subject of these trading terms and conditions or any act or omission
arising during the course and scope of their employment, and it hereby waives all
and any such claims.
14.2 No warranties or representations by the Company to the Customer shall be valid or
binding unless expressly contained in writing and made by a representative of the
Company with the actual authority of the Company to do so, in response to a written
enquiry specifying accurately and in complete detail what information is required.
15. VALUABLE GOODS, LIVESTOCK AND BLOOD STOCK
15.1 The Company shall not accept, deal with or handle bullion and precious metal objects,
precious stones, bank notes, coins, cheques, credit notes, bonds, negotiable
documents and securities, jewellery, works of art or antiques (except where part of a
household and personal effects movement), blood stock and livestock, plants or
human remains, unless prior express written agreement has been given on its behalf
by a duly authorised representative.
15.2 In the event that such Goods are dealt with without such express prior written
agreement, the Company shall incur no liability whatsoever for these Goods, even if
any loss or damage is caused by its gross negligence. If, for any reason, the
Company is nevertheless found liable, the usual limitations of liability set out in these
trading terms and conditions shall apply.
16. HAZARDOUS OR DANGEROUS GOODS
16.1 The Company shall not be obliged to accept into its possession or control of any of its
servants, agents or employees any Goods, including radio-active materials, which may
be or become dangerous, inflammable or noxious, or which by their nature may injure,
damage, taint or contaminate, or in any way whatsoever adversely affect any person,
Goods or property, including Goods likely to harbour or attract vermin or other pests
and all such Goods likely to fall within in the definition of “hazardous or dangerous
goods” in terms of the South African Transport Services Regulations (published in
terms of section 73 of Act 65 of 1981) International Maritime Dangerous Goods Code,
as amended from time to time, unless the Company’s specific written consent is first
obtained by the Customer.
16.2 The Customer warrants that such Goods, or the case, container, crate, box, drum
canister, tank, flat, pallet, package, other specialist packaging or other holder or
covering of such Goods shall comply with any applicable laws, regulations or
requirement of any authority or carrier and that the nature and characteristics of such
Goods and all other data required by such laws, regulations or requirements shall be
prominently and clearly marked on the outside cover of such Goods.
16.3 If any such Goods are delivered to the Company, whether or not in breach of the
provisions of clause 16.1, such Goods may for good reason as the Company in its
discretion deems fit including, without limitation, the risk to other Goods, property, life
or health be destroyed, disposed of abandoned or rendered harmless or otherwise
dealt with at the risk and expense of the Customer and without the Company being
liable for any compensation to the Customer or any other party, and without prejudice
to the Company’s rights to recover its charges and/or fees including the costs of such
destruction, disposal, abandonment or rendering harmless or other dealing with the
16.4 The Customer indemnifies the Company against all loss, liability or damage suffered
by the Company as a result of the Customer’s failure to comply with clauses 16.1 to
17. PERISHABLE GOODS
17.1 Goods including but not limited to perishable goods in the care, custody or control of
the Company may at the Customer’s expense be sold or disposed of by the Company
without notice to the Customer, sender, Owner or consignee, if:
17.1.1 such Goods have begun to deteriorate or are likely to deteriorate, or are
insufficiently addressed or marked; or
17.1.2 the Customer cannot be identified;
17.1.3 the Goods have not been collected or accepted by the Customer or any other
person after the expiration of 7 days from the Company notifying the Customer in
writing to collect or accept such Goods, provided that if the Company has no
address for the Customer such notice period shall not be necessary, and payment
or tender of the net proceeds, if any, of the sale thereof after deduction of those
charges and expenses incurred by the Company in respect thereof shall be
equivalent to delivery of such Goods.
17.2 Should any sum owing by the Customer to the Company become due and payable
and remain unpaid, the Company shall be entitled, and the Customer hereby
authorises the Company without further notice to the Customer and without first
obtaining an order of court, to sell all or any of the Goods by public auction by private
treaty. The net proceeds of any such sale, after deducting all costs, charges and
expenses incurred by the Company, shall be applied in reduction or discharge as the
case may be, of the Customer’s obligations to the Company in respect of such Goods,
but without prejudice to the Company’s right to recover from the Customer any balance
which may remain owing to the Company.
18. ABANDONED GOODS
18.1 If delivery of the Goods is not accepted by the Customer, consignee or party
nominated by the Customer at the time and place agreed by the Company and the
Customer, consignee or party nominated by the Customer, then the Company may
accept that the Customer has abandoned the Goods.
18.2 The Company may store or destroy any abandoned Goods, or any part thereof, at the
Customer’s sole risk and expense. The Company shall not be liable for any damages
(direct or indirect) which the Customer may suffer as a result of such storage.
18.3 The Customer hereby consents to the Company selling, or abandoning to Customs
(and in that event, recovering from the Customer all related costs), or destroying, all or
any of, the abandoned Goods and recovering all sums which the Customer owes to
the Company for the Services in accordance with the provisions of clause 18.2 if, inter
18.3.1 the Customer fails to timeously pay any sums which it owes to the Company for
the Services provided in respect of the abandoned Goods; or
18.3.2 the Customer fails to collect or accept delivery of the abandoned Goods at the
place designated by the Company within 14 days from, and including, the date
when the Goods are discharged by the Carrier.
19. STOP, DETENTION OR SEIZURE
In the event that any Goods are stopped, detained or seized by a customs authority, the South
African Police Services or any other government authority at a port of discharge or a port of
loading, then any instruction by the Customer or any authority to move the Goods to a customs
warehouse or any other premises, shall be carried out in its capacity as agent only, for and on
behalf of the Customer, and at the sole risk and expense of the Customer.
20. RELEASE OF GOODS
20.1 The Customer shall ensure that it timeously furnishes the Company with the necessary
clearance documents to customs clear the Goods, pay all sums due in respect of the
Goods and collect the relevant Goods from the port of discharge before 10h30 on the
last day of free storage granted by the port of discharge, failing which the Company
may move the Goods into a customs licensed depot at the sole risk and expense of
20.2 In the event that the Customer does not collect the relevant Goods with 14 days from,
and including, the date when they are discharged by the Carrier:
20.2.1 the Company may continue to store the Goods at the Customer’s sole risk and
20.2.2 the Company or State authority may move the Customer’s Goods to a State’s
warehouse and store them there; or
20.2.3 the Company may consider the Customer’s Goods to be Abandoned Goods in
accordance with clause 18 of these terms and conditions.
20.3 The Company is only obliged to release the Goods in question when it receives, in
respect of those Goods, the relevant bill of lading, the customs processed bill of entry,
proof of payment of all cargo dues, any other documentation required by law or which
the Company notifies the Customer that it requires. In addition, the Company is not
obliged to release the Goods to the Customer until it receives as freely available funds,
free of any set-off, withholding and bank charges, all sums owed to the Company in
respect of any services rendered by the Company.
20.4 In the event that the Customer fails, within 3 business days after the date of the
Company’s invoice, to pay all sums payable in respect of that invoice, then the
Company may charge the Customer a late payment penalty as determined by the
21.1 The Company may, at its sole and absolute discretion:
21.1.1 attend to the warehousing or holding of the Goods at any place as determined by
the Company in its absolute discretion, pending forwarding and/or delivery by or on
behalf of the Company, and at the Customer’s expense; or
21.1.2 store the Goods at the Company’s warehouse, bonded or otherwise, or a
warehouseman with whom the Company has contracted, at the special instance
and request of the Customer, and at the Customer’s expense.
21.2 The Company shall not be liable for physical loss or damage to the Goods whilst in the
care, custody and control of the Company or the warehouseman with whom the
Company has contracted in accordance with clauses 21.1 and 21.2 above, nor for any
consequential loss arising therefrom, nor for delay, incorrect or misdelivery.
21.3 The Company shall not be liable for any penalties, duties, VAT, taxes or sums raised
in forfeiture by customs in respect of Goods stored at a bonded warehouse by the
Company for and on behalf of the Customer and the Customer hereby indemnifies and
holds the Company harmless for all such sums.
22. DUTIES, TAXES, IMPOSTS, LEVIES AND DEPOSITS
22.1 The Customer shall be liable for all duties, taxes, imposts, levies, deposits or outlays
of whatsoever nature levied by or payable to the authorities, intermediaries, agents or
any other parties at any port or place in respect of the Goods.
22.2 The Customer shall be liable for any payments, fines, penalties, expenses, loss or
damage (direct or indirect) incurred or sustained by the Company in connection with
this clause 22, and whether these are charged or levied at the time of entry and/or any
22.3 The Company shall not, under any circumstances, be liable for any increase in the rate
of duty, railage, cartage, freight or any other tariff whatsoever, before or after the
performance by the Company of any act involving a less favourable rate or tariff, or
because a more favourable tariff may have been applicable in the event that a
particular service had been rendered at another time.
23.1 The Company is not obliged to obtain insurance in respect of the Goods, and is not
obliged to procure any insurance cover for and on behalf of the Customer, unless
timeously and in writing instructed to so by the Customer.
23.2 In the event that the Customer timeously and in writing instructs the Company to
procure insurance in respect of the Goods or for and on its behalf, the Company shall
endeavour to procure any such insurance, and the Customer accepts that in doing so
the Company shall be obliged to comply with the Financial Advisory and Intermediary
Services Act No. 37 of 2002 and may have to engage the services of a licensed
financial services provider as defined in that Act. In the event that the Company has to
engage the services of a financial services provider, the Customer authorises the
Company to instruct such a person on its behalf.
23.3 Any such insurance so effected shall be subject to such exceptions and conditions as
may be imposed by the insurance company or underwriter taking the risk and the
Company shall not be obliged to obtain separate cover for any risks so excluded.
23.4 Unless otherwise agreed in writing, the Company shall not be under any obligation to
obtain separate insurance in respect of separate consignments but may insure all or
any of such consignments under any open or general policy held by the Company
from time to time.
23.5 In the event that any insurer dispute its liability in terms of any insurance policy in
respect of any Goods, the Customer concerned shall have recourse against such
insurer only and not against the Company.
24.1 Unless otherwise specifically agreed by the Company in writing, the Customer shall
pay to the Company in cash, by way of electronic funds transfer, immediately upon
presentation of invoice, all sums due to the Company without deduction or set-off and
payment shall not be withheld or deferred on account of any claim counterclaim, or
non-performance which the Customer may allege.
24.2 In the event that payment is made by way of cheque or other negotiable instrument
sent to the Company through the post, such payment will be deemed not to have been
received until it has cleared into the Company’s bank account.
24.3 In the event that the Customer has not paid the entire sum due by the due day, then
the entire sum in respect of all services rendered by the Company to the Customer
and funds disbursed by the Company on behalf of the Customer (whether or not these
funds are related to the transaction in respect of which the Customer has defaulted),
shall become immediately due, owing and payable to the Company. In addition, the
Customer shall be liable for the payment of interest, calculated daily and compounded
monthly at the prime rate of interest plus 2%, in respect of all such sums.
24.4 In the event of the Customer breaching any of its obligations and/or failing to timeously
make payment of any sum to the Company, the Customer agrees to pay, and shall be
liable to pay, all legal costs on the attorney and own client scale, including collection
charges and tracing agents fee incurred by the Company in recovering any such sum
from the Customer.
24.5 The Company may in its sole discretion appropriate any payments made by the
Customer to any principal debt owed by the Customer to the Company, irrespective of
when it arose, or to interest only, or to legal or other costs, or to any such combination
of principal debt, interest and costs as it may in its sole discretion determine,
irrespective of any purported allocation or appropriation being made by the Customer
at the time of payment or at any other time.
24.6 A certificate of balance signed by the Company’s Chief Executive Officer and Chief
Financial Officer stating the indebtedness of the Customer to the Company or
certifying that certain services were rendered and/or funds disbursed and/or Goods
delivered, shall be prima facie evidence of the Customer’s indebtedness to the
Company or of the rendering of such services, disbursement of such funds or delivery
of such Goods.
24.7 The Company may, at any time, withdraw any credit facilities afforded to the Customer
without prior notice and the nature and extent of such facilities shall at all times be at
the Company’s sole discretion, and the entire sum owed to the Company at the time of
such withdrawal shall immediately become due, owing and payable to the Company.
24.8 If any Customer acted as agent on behalf of another party, and that other party fails to
pay any sums due to the Company, the Company may recover such sums directly
from the Customer.
25. CHARGES INCORRECTLY PAID
25.1 Where as a result of any act or omission by or on behalf of or at the instance of the
Company, and whether or not such act or omission was negligent, any duty, tax, levy,
railage, wharfage, freight, cartage or any other charge has been paid or levied in an
incorrect sum, then the Company’s liability and responsibility to the Customer, if any,
shall cease if the Customer fails:
25.1.1 within 6 months of making such a payment, to advise the Company that an
incorrect sum has been paid or charged; and
25.1.2 perform all acts and provide all information necessary to enable the Company to
effect recovery of any sum incorrectly paid.
25.2 The fact that the Customer may not be aware that any incorrect payment has been
made shall not render clause 25.1.1 inapplicable. Should any act or omission by the
Customer, whether or not such act or omission was due to the Customer’s ignorance
of the incorrectly paid charge, and regardless of whether or not such ignorance was
reasonable or justified in the circumstances, prejudice any right of recovery on the part
of the Company, the Customer shall be deemed not to have complied with the
provisions of this clause 25.
26. DEAD FREIGHT
26.1 The Customer shall be liable for the full cost of any services rendered and/or
disbursements, expenses, damages, fines or penalties incurred by the Company in
26.1.1 any dead freight as a result of a booking cancelled by the Customer; or
26.1.2 Goods which are loaded on board a vessel, irrespective of whether the vessel sails
or if the Goods are, or must be, transhipped.
27. LIEN AND PLEDGE
27.1 All Goods and documents relating to Goods, including but not limited to bills of lading,
waybills (whether seafreight or airfreight) and import permits as well as all refunds,
repayments, claims and other recoveries, shall be subject to a special and general lien
and pledge either for sums due in respect of such Goods or for other sums due to the
Company from the Customer, sender, Owner, consignee, importer or the holder of the
bill of lading or their agents, if any.
27.2 If any sums due to the Company are not paid within 7 days after notice has been given
to the person from whom the sums are due that such Goods or documents are being
detained, they may be sold by auction or by private treaty, without further notice to the
Customer, Owner or consignee, at the sole discretion of the Company and at the
expense of such person, and the net proceeds applied in or towards the satisfaction of
28.1 Any quote given by the Company to the Customer shall not exceed the time period
specified on that quote, unless otherwise agreed in writing by the Company and the
28.2 Any quote given by the Company to the Customer shall only be valid if it is in writing.
28.3 Any additional services which the Company is obliged or entitled to provide, which
have not been quoted for, shall be charged at the usual rate of the Company in
respect of such services, or where there is no usual rate, at a reasonable charge.
28.4 The Company shall be entitled by notice to the Customer to cancel or resile from any
quote or agreement in the event that it becomes either impracticable or uneconomical
for the Company to carry out the contract at the quoted rate and the Customer shall
have no claim whatsoever against the Company for any loss that the Customer may
incur as a result of the Company cancelling or resiling from the quote or agreement.
28.5 Without in any way limiting the provisions of clause 28.4, all quotes and agreements
are subject to revision without notice having regard to changes in currency exchange
rates and upward movements in sums payable by or on behalf of or at the instance of
the Company to third parties including, without limitation, freight, surcharges,
insurance premiums, equipment rental and labour, which charges and upward
movements take place after quote.
28.6 Any such revision of rates as aforesaid shall be commensurate with any change in the
currency exchange rate or the increase in such sums payable. Any such increase
shall, failing written agreement between the parties, be determined by the auditors of
the Company, who in such determination shall act as experts and not as arbitrators
and whose decision shall be final and binding on the parties.
28.7 The Company shall be entitled to determine and fix the freight rate in accordance with
the prevailing rate of exchange applicable to the relevant currency, at any time it
The Company shall be entitled to the benefits of any discounts obtained from any authority, public
or private entity, and to retain and be paid all brokerages, commissions, allowances, rebates and
other remunerations or fees of whatsoever nature and kind and shall not be obliged to disclose or
account to the Customer for any such sums received or receivable by it.
30.1 All handling, packing, loading, unloading, warehousing and transporting of Goods by
or on behalf of or at the request of the Company are effected at the sole risk of the
Customer, and the Customer indemnifies the Company accordingly, notwithstanding
that any resultant loss or damage was caused by breach of contract or negligence of
the Company, its servants or agents or any other party for whose conduct the
Company would otherwise in law be responsible.
30.2 The Company shall not be liable for any claim relating to a contractually agreed date
or delivery time.
30.3 The Company shall not in any circumstances be liable for indirect or consequential
loss or damage caused by delay or any other cause whatsoever and howsoever
caused, unless the Company is proved to have been grossly negligent in its actions.
30.4 The Company shall not under any circumstances be liable for a claim for any loss,
damage or liability arising out of or caused directly or indirectly by or contributed by
one or more of the following:
30.4.1 a negligent act or omission of the Customer or any person acting on behalf of the
Customer other than the Company, its servants, agents or sub-contractors;
30.4.2 compliance with the instructions of any person entitled to give instructions to the
30.4.3 the lack or insufficiency of or defective condition of packing in the case of Goods
which, by their nature, are liable to wastage or to be damaged when not packed or
when not properly packed;
30.4.4 inherent vice of the Goods;
30.4.6 a nuclear incident;
30.4.7 any cause or event which the Company could not avoid or prevent by the exercise
of reasonable diligence;
30.4.8 war (whether war be declared or not), hostilities, military or usurped power, acts of
a foreign enemy or power, civil war, revolution, rebellion, insurrection, civil strife,
riots, civil commotion, terrorist act (or act by any person acting from political
30.4.9 piracy, capture, seizure, arrest, restraint or detainment or consequences arising
30.4.10 confiscation, expropriation, nationalisation, requisition, destruction or damage
caused by the order of any Government, public or local authority;
30.4.11 mines, torpedoes, bombs, weapons of explosion or of war whether derelict or not;
30.4.12 strikes, lockouts, labour disturbances, stoppages, riots or civil commotions.
31. GENERAL INDEMNITIES
31.1 The Customer indemnifies and holds harmless the Company against all liability,
damages, costs and expenses incurred or suffered by the Company arising directly or
indirectly from or in connection with the Customer’s express or implied instructions or
the implementation by or on behalf of or at the instance of the Company, or any act or
omission within the discretion of the Company, in relation to any Goods and in respect
of any liability whatsoever.
31.2 In particular, and without limiting the generality of clause 31.1 above, the Customer
shall defend, indemnify and hold harmless the Company against any loss, liability,
costs or expense arising from:
31.2.1 any breach or warranty of the Customer, or arising from the negligence of the
Customer or owner of the Goods;
31.2.2 the nature of the Goods or the defective condition of containers (including
overweight containers) or vehicles not provided by the Company;
31.2.3 any storage or handling of the Goods by the Customer or any third party on its
31.2.4 the Company’s compliance with the Customer’s instructions or requirements of any
31.2.5 any claims arising under General Average against the Company, and undertakes
to provide such security immediately upon receipt of a request by the Company to
31.3 Any advice or information given by the Company to the Customer is for the use of the
Customer only, and the Customer shall indemnify, hold harmless and defend the
Company against any liability, damage, loss, delay, costs or expenses arising out of
any other person acting upon such advice or information. The Customer shall not pass
on any advice or information given by the Company, without the Company’s written
32. LIMITATION OF LIABILITY AND TIME BAR
32.1 Notwithstanding the exclusion of liability in accordance with the provisions of these
limitations of liability, if the Company is found to be liable to the Customer for any
reason, its liability shall under no circumstances exceed whichever is the least of the
following respective sums:
32.1.1 The value of the Goods in accordance with the relevant documentation, or as
declared by the Customer for customs purposes or for any purpose connected with
their transportation, including the value of the Goods declared for insurance
32.1.2 Double the sum of fees raised by the Company for its services in connection with
the Goods, but strictly excluding any sum payable to sub-contractors, agents and
32.1.3 ZARR100,000.00 for any one occurrence.
32.2 The Company shall be discharged from all liability whatsoever in respect of any claim
of whatsoever nature and howsoever arising unless summons or other proper process
originating action is served on the Company within nine months of the date on which
the incident giving rise to such cause of action occurred. The Company may, on
written request by the Customer and if agreed to by the Company, extend such period
32.3 In the event that the Customer and the Company agree that the liability of the
Company should not be governed by the limits in these trading terms and conditions,
written notice thereof must be given to and received by the Company before any
Goods or documents are entrusted to or delivered to or into the control of the
Company or its agents or sub-contractors, together with a statement of the value of the
32.4 Upon receipt of any such notice, the Company may in its sole and absolute discretion
agree in writing to its liability being increased to a maximum sum equivalent to the sum
stated in the notice, in which case it shall be entitled to effect special insurance to
cover its maximum liability and the party giving the notice shall be deemed, by so
doing, to have agreed and undertaken to pay the Company the sum of the premium
payable by the Company for such insurance. If the Company does not so agree, the
normal limits contained in these trading terms and conditions shall apply.
33.1 In the event that the Company breaches any of these trading terms and conditions or
any agreement between it and the Customer and fails to remedy such breach within 7
days of the date of receipt of written notice requiring it to do so then the Customer
shall be entitled to compel performance by the Company of the obligations it has
33.2 The Customer shall under no circumstances be entitled to cancel the application of
these standard trading terms and conditions, or any other agreement between the
Customer and the Company.
34.1 The Company may in its sole discretion refer any dispute arising from or in connection
with these trading terms and conditions to arbitration, which arbitration shall bind both
the Company and the Customer.
34.2 For the purpose of arbitration, the parties shall jointly nominate and agree upon an
arbitrator who shall be a Senior Advocate of the High Court of South Africa. Should the
parties fail to agree on the arbitrator to be appointed, he shall be appointed by the
President from time to time of the Maritime Law Association of South Africa whose
decision in this regard shall be final and binding on the parties.
34.3 The arbitration shall be subject to and conducted in accordance with the Commercial
Rules or Expedited Rules published by the Arbitration Foundation of Southern Africa
(“the Rules”) and then enforced.
34.4 Subject to any rights of appeal contained in the Rules or the Arbitration Act No. 42 of
1965, all arbitration awards shall be final and binding upon the parties and capable of
being made an order of any competent court of law.
35.1 No variation of these trading terms and conditions, including this clause, shall be
binding on the Company unless it is in writing and signed by a duly authorised director
and prescribed officer of the Company, which director and prescribed officer must
have the actual authority to vary these terms and conditions.
35.2 Any purported variation or alteration of these trading terms and conditions otherwise
than described in clause 35.1 shall be of no force and effect.
36. NON WAIVER
No extension of time or waiver or relaxation of any of these trading terms and conditions shall
operate as an estoppel against the Company or the Customer in respect of its rights under these
trading terms and conditions, and shall not preclude the Company or the Customer from
thereafter exercising its rights strictly in accordance with these trading terms and conditions.
37. LAW AND JURISDICTION
37.1 These trading terms and conditions and all agreements entered into between the
Company and the Customer pursuant thereto and on the terms thereof shall be
governed by and construed in accordance with the laws of the Republic of South
37.2 The Customer hereby consents to the non-exclusive jurisdiction of the High Court of
South Africa, South Gauteng Local Division, Johannesburg, exercising its Admiralty
38. DOMICILIUM AND NOTICES
38.1 The Customer’s physical address as set out in the credit application form or, failing
which, on the Customer’s most recently reviewed letterhead or, failing which, the
Customer’s registered or physical address, shall constitute the Customer’s domicilium
citandi et executandi for all purposes in connection with any agreement entered into by
the Customer and the Company, unless the Customer provides an alternative
domicilium by written notice to the Company.
38.2 The Company’s physical address as set out in the credit application form or, failing
which, on the Company’s most recently reviewed letterhead or, failing which, the
Company’s registered or physical address, shall constitute the Company’s domicilium
citandi et executandi for all purposes in connection with any agreement entered into by
the Customer and the Company.
38.3 Notices given to the above addresses or by facsimile or electronic mail to the correct
fax number or electronic mail addresses shall be deemed to have been duly given:
38.3.1 14 days after posting, if sent by registered post;
38.3.2 on delivery, if delivered by hand;
38.3.3 on dispatch, if sent by facsimile or electronic mail.
39. OWNER’S RISK
All handling, packing, loading, unloading, warehousing and transporting of Goods by or on behalf
of or at the request of the Company are carried out at the sole risk of the Customer and/or Owner,
and the Customer indemnifies the Company accordingly.