AL SHARQI SHIPPING CO LLC 

1. Definitions

In these Conditions:

Company means Al Sharqi Shipping Co LLC, Commercial License No. 225589 issued by Department of Economic Development (DED), and includes its parent, subsidiary and affiliated companies, and its directors, officers, employees, agents and sub-contractors where the context permits.

Customer means any Person at whose request, on whose behalf, or for whose account the Company undertakes any Services or provides any advice or information and includes that Person's successors and assigns.

Owner means the owner of the Goods, including packaging, containers and equipment, and any consignor, consignee, or other Person who is, or may become, interested in or entitled to possession of them.

Goods means any cargo, property, packaging, container, trailer, tanker, pallet or transport unit accepted, handled, arranged for or dealt with by the Company.

Services means any and all activities undertaken by the Company, whether for reward or gratuitously, including freight forwarding, NVOCC operations, customs clearance and brokerage, transport, warehousing, stuffing and de-stuffing, consolidation, documentation, project cargo handling, and any advice or information provided.

Charges means all freight, duties, taxes, imposts, levies, fees, disbursements, demurrage, detention, storage, service charges, and any other sums payable to or incurred by the Company in connection with the Services.

Conditions means these Standard Trading Conditions in the version in force at the time the relevant Services are instructed or quoted, identified by version number and effective date.

Person includes any natural person, body corporate, partnership, establishment or unincorporated body.

Written and in writing include email, and any electronic record, electronic document or electronic signature having legal effect under Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services and Federal Decree-Law No. 35 of 2022 on Evidence in Civil and Commercial Transactions.

2. Application

All Services are undertaken subject to these Conditions. These Conditions apply to every quotation, booking, instruction, shipment, invoice and course of dealing between the Company and the Customer, whether or not referred to in any individual document.

3. Mandatory law

Where any legislation or international convention is compulsorily applicable to any Services, these Conditions shall be read as subject to it. Nothing in these Conditions shall be construed as a surrender by the Company of any right, defense, immunity or limitation available to it under such legislation, nor as an increase in its liabilities beyond what that legislation compulsorily requires, and then only to the extent so required and no further.

4. Customer's authority

The Customer warrants that it is either the Owner or the duly authorized agent of the Owner, and that it has authority to accept these Conditions both for itself and as agent for and on behalf of the Owner and all other Persons interested in the Goods.

5. Owner bound; joint and several liability

By authorizing the Customer to instruct the Company, or by accepting any document issued by the Company, the Owner irrevocably accepts these Conditions for itself and its agents. The Company may enforce every liability arising under these Conditions against the Customer and the Owner jointly and severally and may recover from either of them any sums which, upon proper demand, remain unpaid.

6. Sub-contractors and servants

The Company may perform any obligation itself or by sub-contractor. Every exemption, limitation, defense and immunity in these Conditions is available to the Company's directors, employees, agents and sub-contractors, and in respect of these the Company contracts as agent and trustee for them. The Customer undertakes that no claim will be brought against any such Person and indemnifies the Company against all consequences if one is.

7. Acceptance

The Customer accepts these Conditions by any of the following, each of which independently constitutes acceptance:

1. signing the Company's Credit Application and Trading Agreement;
2. accepting or acting upon any quotation which refers to these Conditions;
3. issuing any booking, shipping instruction, delivery order request or purchase order to the Company;
4. accepting delivery of, or taking the benefit of, any Goods or Services; or
5. making any payment against any invoice issued by the Company.

8. Course of dealing

Where the Company and the Customer have previously transacted on these Conditions, these Conditions apply to all subsequent Services whether or not expressly referred to on each occasion.

9. Availability

These Conditions are published at https://www.alsharqi.co/aboutus/terms-and-conditions/standard-terms-condition/ in English and are referenced by version number on every quotation and invoice issued by the Company. Each version remains permanently accessible at its own dated URL.

10. Precedence and conflicting terms

These Conditions prevail over any purchase order terms, vendor agreement, supplier code, standard conditions or other terms put forward by the Customer, whenever issued and whether or not the Company has acknowledged receipt of them. No such terms apply unless expressly accepted in a document signed by an authorized signatory of the Company which identifies the terms in question and states that they override these Conditions. The Company's performance of Services, issue of documents, or acceptance of payment shall not constitute acceptance of the Customer's terms.

11. Variation

No variation of these Conditions binds the Company unless in writing and signed by an authorized signatory of the Company. The Company may amend these Conditions by publishing a new version; the version in force at the date of the relevant quotation or instruction governs that transaction.

12. Agent or principal

The Company is entitled to procure Services as agent, or to provide them as principal. The offer or acceptance of an inclusive price does not by itself determine in which capacity the Company acts.

13. Acting as agent

When acting as agent, the Company does not make and does not purport to make any contract with the Customer for carriage, storage, packing or handling of Goods, and acts solely in securing Services by establishing contracts with third parties, so that direct contractual relations arise between the Customer and those third parties. On demand, the Company shall provide evidence of any contract entered into as agent. To the extent the Company is in default of that obligation, it shall be deemed to have contracted as principal for the performance of the Customer's instructions.

14. Acting as principal

Where the Company contracts as principal, it undertakes to perform, or in its own name to procure the performance of, the Services, subject always to these Conditions and in particular to Part G, and accepts liability for loss of or damage to Goods taken into its charge occurring between the time it takes them into its charge and the time it is entitled to call upon the Customer or Owner to take delivery.

15. Authority to contract on the Customer's behalf

Where acting as agent, the Company acts in a customary manner and is expressly authorized to enter into contracts on behalf of the Customer and the Owner for carriage by any route, means or Person; storage, packing, trans-shipment, loading, unloading and handling by any Person, at any place, for any period; carriage or storage in or on transport units together with goods of any nature; and any act the Company reasonably considers necessary in performing its obligations.

16. Route and method

The Company reserves reasonable liberty as to means, route, and procedure. Where no route is agreed, the agreed route is that which the Company selects in the exercise of that liberty.

17. Remuneration

The Company is entitled to retain and be paid all brokerages, commissions, allowances, rebates and other remuneration customarily retained by or paid to freight forwarders, without obligation to account for them to the Customer.

18. Goods not collected

If the Customer or Owner does not take delivery at the time and place the Company is entitled to call for delivery, the Company may store the Goods at the sole risk and expense of the Customer, whereupon the Company's liability in respect of those Goods wholly ceases. Storage, demurrage, detention, handling, and associated costs are payable by the Customer on demand. Where Goods are perishable, dangerous, or remain uncollected, the Company may apply to the competent UAE court for an order permitting disposal, at the Customer's expense.

19. Insurance

No insurance is effected except on express written instructions. All insurance is subject to the exceptions and conditions of the underwriters' policy. The Company is under no obligation to effect separate insurance per consignment and may declare consignments under any open or general policy it holds. Where the Company agrees to arrange insurance, it acts solely as agent for the Customer, using reasonable endeavors, subject to the limits in Part G.

20. Special delivery instructions

Except under special arrangements previously made in writing or under a printed document signed by the Company, instructions for delivery or release of Goods in specified circumstances only, including against payment or against surrender of a particular document, are accepted by the Company only as agent for the Customer where third parties are engaged to comply with them. The Company is under no liability in respect of such arrangements save where made in writing, and in any event its liability shall not exceed that provided in these Conditions for loss of or damage to Goods.

21. Warranties as to Goods

The Customer warrants that:

1. the description and particulars of the Goods furnished by or on behalf of the Customer are full, accurate and complete, including as to weight, value, HS classification, country of origin and dangerous goods status;
2. the Goods have been properly and sufficiently prepared, packed, stowed, labelled and marked, appropriately to the operations and transactions affecting them and to their characteristics; and
3. where Goods are received already stowed in or on a transport unit, that unit is in good condition and suitable for carriage to the intended destination.

22. Excluded and special Goods

Except under special arrangements previously made in writing, the Company will not accept or deal with bullion, coin, precious stones, jewelry, valuables, antiques, works of art, human remains, livestock, plants, tobacco, alcohol, pharmaceuticals or currency. If such Goods are nevertheless delivered to the Company or the Company is caused to handle them, the Company shall be under no liability whatsoever in connection with them, howsoever arising. The Company may waive this exclusion for any category; if the waiver is not in writing, the burden of proving it lies on the Customer.

23. Dangerous Goods

Except following written instructions previously received and accepted by the Company, the Company will not accept or deal with Goods of a dangerous or damaging nature, goods liable to harbor vermin or pests, or Goods liable to taint or affect other goods. Where such Goods are accepted under a special arrangement and, in the Company's opinion, subsequently constitute a risk to other goods, property, life or health, the Company shall where reasonably practicable contact the Customer but reserves the right, at the Customer's expense, to remove, destroy or otherwise deal with them.

24. Declarations of value

Where a choice of rates exists according to the degree of liability assumed by carriers, warehousemen or others, no optional declaration of value will be made except under special arrangements previously made in writing.

25. Advice and information

Advice and information in any form is provided by the Company for the Customer only. The Customer indemnifies the Company against all liability, claims, loss, damage, costs and expenses arising from reliance on it by any other Person. Except under special arrangements previously made in writing, advice and information not related to specific instructions accepted by the Company is provided gratuitously and without liability.

26. Cargo declarations, customs and misdeclaration

In this Clause, a “Misdeclaration” means any description, particular, document or declaration relating to the Goods furnished by or on behalf of the Customer, the Owner, the shipper or the consignee (including in any booking, shipping instruction, commercial invoice, packing list, certificate of origin, permit or Cargo Declaration) which is inaccurate, incomplete or misleading, or which omits any fact required by law, including as to description, quantity, weight, value, HS classification, country of origin, ownership, end use, end user, or dangerous, restricted, controlled or prohibited status.

1. Reliance. Where the Company acts as customs broker, lodges any declaration, or prepares any transport or regulatory document, it does so solely in reliance on the information and documents supplied by or on behalf of the Customer. The Company is under no obligation to open, inspect, weigh, sample, value or verify the Goods or that information, and any inspection it does carry out is for its own purposes only.
2. Responsibility. The Customer is solely responsible for the accuracy and completeness of that information, and for obtaining every license, permit, approval and certificate required for the Goods.
3. Non-liability. The Company shall not be liable for any loss, damage, delay, seizure, confiscation, detention, re-export, destruction, duty, tax, fine, penalty or other consequence arising directly or indirectly from any Misdeclaration, whether made by the Customer, the Owner, the shipper, the consignee or any other Person acting for any of them, and whether discovered before or after clearance.
4. Indemnity. The Customer shall indemnify the Company against all duties, taxes, penalties, fines, re-assessments, seizures, detention, demurrage and storage costs and legal expenses arising from any Misdeclaration, misclassification or under-declaration, whether discovered before or after clearance and whether or not the Company was negligent in transmitting the information supplied, save to the extent caused by the fraud or gross negligence of the Company.
5. Cargo Declaration. The Company may require the Customer to complete and sign the Company's Cargo Declaration before accepting any shipment, and may refuse, suspend or hold any shipment until a satisfactory Cargo Declaration is received. A Cargo Declaration forms part of the contract for the Services to which it relates. The absence of a signed Cargo Declaration does not reduce the Customer's obligations under this Clause.
6. Importer or exporter of record. The Company does not act as importer of record or exporter of record, and does not permit its trade license or customs client code to be used for Goods it does not own, except under a separate written IOR/EOR undertaking signed by the Customer and accepted in writing by the Company. Where the Company so acts, it does so in a nominal and administrative capacity only, and the Customer remains the owner of the Goods and bears every obligation and liability of an importer or exporter in respect of them.
7. Authorities. The Company may disclose any information and documents relating to the Goods to customs or any other competent authority, and may comply with any instruction or request of such an authority, without liability to the Customer.

27. Quotations and rates

1. Quotations are given on the basis of immediate acceptance and are valid for 15 days unless otherwise stated. They are subject to withdrawal or revision before acceptance.
2. Quotations are based on the particulars supplied by the Customer and on rates, surcharges, exchange rates, fuel and currency adjustment factors, port and terminal tariffs, insurance premiums and duties prevailing at the date of quotation. Where any of these change, or where the actual particulars of the Goods differ from those declared, the Company may adjust its Charges accordingly on notice to the Customer.
3. Unless expressly stated, quotations exclude VAT, customs duties, inspection fees, demurrage, detention, storage, and any charge levied by a third party or authority.
4. Every quotation shall identify the version of these Conditions applicable to it.

28. Invoicing, due date, and deemed acceptance

1. Invoices are issued electronically and are valid and binding without signature or stamp, in accordance with Federal Decree-Law No. 46 of 2021 and Federal Decree-Law No. 35 of 2022.
2. Charges are payable within 30 days of the date of invoice, in the currency stated, in full and in cleared funds, without any deduction, withholding, retention, abatement, set-off or counterclaim.
3. Any dispute, query or objection concerning an invoice must be notified to the Company in writing, to ae.dispute@www.alsharqi.co, within seven (7) days of the date the invoice is sent, specifying the disputed line items and the grounds and amount of the objection.
4. If no such written objection is received within that period, the Customer is deemed to have examined, accepted and approved the invoice, and the invoice shall stand as a correct, final, binding and undisputed statement of the sums due and payable by the Customer to the Company.
5. Where an objection is validly raised under sub-clause (c), it affects only the specific line items disputed. All undisputed amounts on the same invoice remain payable on the original due date.
6. Payments received are applied first to costs of recovery, then to any interest or compensation due under Clause 30, then to the oldest outstanding invoice, regardless of any contrary allocation by the Customer.
7. Time for payment is of the essence.

29. Statements of account

1. The Company shall issue a statement of account to each credit Customer at monthly intervals.
2. The Customer shall confirm each statement in writing within seven (7) days of receipt. If the Customer does not deliver a written objection within that period, the balance shown shall be deemed accepted and acknowledged by the Customer as due and owing.
3. Nothing in this Clause reduces the Company's rights under Clause 28.

30. Overdue sums

Any sum not paid by the due date is overdue. Without prejudice to its other rights, the Company may claim from the Customer such interest or compensation for late payment as it is entitled to under applicable law, including Federal Decree-Law No. 50 of 2022 on Commercial Transactions. No contractual late payment charge applies to the Customer unless separately agreed in writing.

31. Costs of recovery

The Customer shall indemnify the Company against all costs and expenses reasonably incurred in recovering overdue sums, including legal and advocacy fees, court and filing fees, expert fees, collection agency charges, translation costs, and the costs of enforcement, whether or not proceedings are commenced.

32. No set-off; claims do not suspend payment

The existence of any claim, counterclaim, cargo claim, insurance claim, dispute or alleged breach by the Company, whether or not related to the shipment invoiced, does not entitle the Customer to withhold, deduct from, delay or set off any payment. Payment obligations and cargo claims are independent. The Company may at any time set off any sum owed by it to the Customer against any sum owed by the Customer to it.

33. Credit facilities

Any credit facility is granted at the Company's absolute discretion, is subject to a written credit limit, and may be reduced, suspended or withdrawn at any time on notice, without liability. Where no credit facility has been granted in writing, all Charges are payable in advance of release of Goods or documents.

34. Suspension and acceleration

If the Customer fails to pay any sum when due, exceeds its credit limit, has a cheque or payment instrument dishonored, enters or appears likely to enter insolvency, restructuring or bankruptcy proceedings, ceases or threatens to cease trading, or suffers any attachment or execution against its assets, then the Company may, without prejudice to its other rights:

1. suspend or cancel all Services and future bookings;
2. declare all outstanding Charges immediately due and payable, whether or not otherwise due;
3. withhold release of Goods, documents, delivery orders and bills of lading; and
4. exercise its rights under Part F.

35. Payment by third parties

Notwithstanding any instruction accepted by the Company to collect freight, duties, Charges or expenses from the Owner, consignee or any other Person, the Customer remains primarily responsible for those sums upon evidence of proper demand and in the absence of evidence of payment by that other Person when due. The Company is under no obligation to pursue any other Person before pursuing the Customer.

36. Security

The Company may at any time require the Customer to provide security for its obligations, including security cheques, bank guarantee, letter of credit, cash deposit, or corporate or personal guarantee, in form and amount acceptable to the Company, as a condition of granting or continuing credit.

37. General lien

1. The Company has a general lien over all Goods and documents relating to Goods in its possession, custody or control, whether or not connected with the transaction giving rise to the debt, for all sums due at any time from the Customer or the Owner on any account whatsoever, including Charges, any interest or compensation due under Clause 30, and costs of recovery.
2. The Company may retain such Goods and documents as security until all such sums are paid in full.
3. Where Goods are retained under this Clause, all storage, demurrage, detention, handling, insurance and preservation costs accrue to the account of the Customer and are secured by the same lien.

38. Power of sale

If sums secured by the lien remain unpaid thirty (30) days after written notice demanding payment, the Company may, so far as permitted by applicable law and subject to obtaining any order of the competent UAE court required for the purpose, sell or otherwise dispose of the Goods at the Customer's expense and apply the net proceeds in satisfaction of the sums due. The Company shall account to the Customer for any surplus, and the Customer remains liable for any shortfall.

39. Perishable and hazardous Goods

In the case of perishable Goods, or Goods which in the Company's reasonable opinion pose a risk to property, life or health, the notice period in Clause 38 may be shortened to such period as is reasonable in the circumstances, including immediate action where necessary.

40. Standard of performance

The Company shall perform its duties with a reasonable degree of care, diligence, skill, and judgment.

41. Relief from liability

The Company is relieved of liability for loss or damage caused by strike, lock-out, stoppage or restraint of labor, the consequences of which the Company cannot avoid by reasonable diligence, or any cause or event which the Company is unable to avoid and the consequences of which it is unable to prevent by the exercise of reasonable diligence, including act of God, war, civil commotion, terrorism, epidemic, government act, port or border closure, cyber incident, and failure of utilities or communications.

42. No responsibility for schedules

Except under special arrangements previously made in writing, the Company accepts no responsibility for departure or arrival dates of Goods.

43. Financial limits of liability

Subject to Clause 3 and Clause 46, the Company's liability howsoever arising, and notwithstanding that the cause of loss or damage be unexplained, shall not exceed:

1. in the case of claims for loss of or damage to Goods, the lesser of the value of the Goods lost or damaged, or AED 30 per kilogram of gross weight of the Goods lost or damaged, subject to a maximum of AED 20,000 per package or unit;
2. in the case of all other claims, the lesser of the value of the Goods the subject of the relevant transaction, or AED 30 per kilogram of gross weight of those Goods, subject to a maximum of AED 20,000 per package or unit.

For the purposes of this Clause, the value of the Goods is their value at the time when they were or should have been shipped.

44. Delay

The Company's liability for loss or damage resulting from failure to deliver or arrange delivery within a reasonable time, or, where a special arrangement exists under Clause 42, to adhere to agreed departure or arrival dates, shall not in any circumstances exceed twice the amount of the Company's Charges in respect of the relevant transaction.

45. Consequential loss

Save as provided in Clause 44, the Company shall not in any circumstances be liable for indirect or consequential loss, including loss of profit, loss of market, loss of contract, loss of reputation, or the consequences of delay or deviation, however caused.

46. Increased liability by agreement

By special arrangement agreed in writing, the Company may accept liability in excess of the limits in Clauses 43 to 45 upon the Customer agreeing to pay the Company's additional charges for accepting such increased liability. Details are available on request.

47. General indemnity

The Customer shall keep the Company indemnified against:

1. all liability, loss, damage, costs and expenses whatsoever, including all duties, taxes, imposts, levies, deposits, fines and outlays of any nature levied by any authority in relation to the Goods, arising out of the Company acting in accordance with the Customer's instructions, or from any breach by the Customer of any warranty in these Conditions, or from the negligence of the Customer;
2. any liability assumed or incurred by the Company by reason of carrying out the Customer's instructions;
3. all claims, costs and demands by whomsoever made in excess of the Company's liability under these Conditions, regardless of whether they arise from the negligence or breach of duty of the Company, its servants, sub-contractors or agents; and
4. any claim of a General Average nature made by the Company. Where liability for General Average arises, the Customer shall promptly provide security in a form acceptable to the Company.

48. Notice of claim and time bar

1. Receipt of Goods by the Customer or Owner without written notice of visible loss or damage at the time of delivery shall be prima facie evidence of delivery in good order and condition.
2. Loss or damage not apparent at delivery must be notified to the Company in writing within seven (7) days of delivery.
3. Written notice of any claim, with reasonable particulars, must be given to the Company within fourteen (14) days of the date on which the Customer or Owner became, or ought reasonably to have become, aware of the event giving rise to the claim.
4. The Company shall in any event be discharged from all liability whatsoever unless suit is brought within nine (9) months of the date of delivery of the Goods, or of the date the Goods should have been delivered, or of the date the event giving rise to the claim first occurred, whichever is the earlier.
5. This Clause applies subject to any shorter or longer period compulsorily imposed by applicable law or convention.

49. Sanctions and trade controls

The Customer warrants that neither it, nor the Owner, nor any Goods, party, vessel, port or route involved in the Services is subject to any sanction, embargo or trade restriction imposed by the UAE, the United Nations, the United States, the United Kingdom or the European Union. The Company may without liability refuse, suspend or terminate any Service, and may disclose information to any competent authority, where it reasonably suspects a breach. The Customer indemnifies the Company against all consequences of any breach of this Clause.

50. Anti-bribery and financial crime

Each party shall comply with all applicable anti-bribery, anti-money-laundering and counter-terrorist-financing laws. The Customer shall provide such KYC, beneficial ownership and source-of-funds information as the Company reasonably requires.

51. Data protection

Each party shall comply with Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and any applicable free zone data protection regime. The Customer confirms it has a lawful basis for providing to the Company any personal data of its personnel, drivers, consignees or others, and warrants that necessary notices and consents are in place.

52. Confidentiality

Neither party shall disclose the other's confidential information save as required by law, regulation, or a competent authority, or as necessary to perform the Services.

53. Electronic communications

The parties agree that communications by email and by electronic record shall have full legal effect, and that electronic documents, records and signatures shall be admissible in evidence and shall carry the same evidential weight as paper documents and wet-ink signatures, in accordance with Federal Decree-Law No. 46 of 2021 and Federal Decree-Law No. 35 of 2022. Neither party shall dispute the validity, admissibility or enforceability of any communication, instruction, invoice, statement or acceptance solely on the ground that it is in electronic form.

54. Address for service

1. The Customer shall maintain with the Company a current physical address in the United Arab Emirates, a nominated email address, and the name and contact details of an authorized representative, for the service of all notices, demands and legal process.
2. Any notice, demand or legal process sent to the address last notified by the Customer shall be deemed validly served, whether or not actually received, and whether sent by hand, courier, registered post with acknowledgement of receipt, or email to the nominated address.
3. The Customer shall notify the Company in writing of any change to these details within seven (7) days. Until such notice is received, the previously notified details remain effective for all purposes.

55. Records

The Company's books, records, invoices, statements of account and electronic records shall, save in the case of manifest error, be conclusive evidence of the sums due from the Customer.

56. Governing law

These Conditions, and any contract or act to which they apply, are governed by the laws of the United Arab Emirates as applicable in the Emirate of Dubai, including Federal Decree-Law No. 50 of 2022 on Commercial Transactions and Federal Law No. 5 of 1985 on Civil Transactions.

57. Jurisdiction

The courts of Dubai shall have exclusive jurisdiction over any dispute arising out of or in connection with these Conditions or any Services. The Company may nonetheless, at its sole option, bring proceedings for the recovery of Charges, or seek precautionary attachment or other interim or protective relief, before any court of competent jurisdiction in any place where the Customer, the Owner, or their assets are located.

58. Language

These Conditions are issued in English. In the event of any conflict or inconsistency, the English text shall prevail.

59. Severability and versions

If any provision is held invalid or unenforceable, it shall be severed, and the remainder shall continue in full force. Where a provision is held excessive, it shall be reduced to the maximum extent permissible rather than struck out entirely. Each version of these Conditions bears a version number and effective date and remains permanently published at its own URL. The version governing any transaction is that in force at the date of the relevant quotation or instruction.