1. This agreement incorporates terms and conditions constituting a binding contract that governs the contractual relationship between EUROFREIGHT LOGISTICTS LTD (hereinafter referred to as “the Company”) and the party requesting and/or accepting services from the Company and/or to whom the Company has agreed to provide services (hereinafter referred to as “the Customer”).
2. The Customer hereby appoints the Company, its officers, employees and/or specifically authorized agents to act for and on its behalf as a forwarder and/or provider of logistics services and as their true and lawful agents to perform logistics services in connection with the international importation, exportation and transportation of goods.
3. All instructions provided by the Customer to the Company shall be made in writing and shall be submitted by acceptable modes of communication to the offices of the Company. The Company accepts no responsibility for its acts and/or omissions arising from failure to carry out instructions provided otherwise than aforestated.
4. Quotations as to fees, freight charges, insurance premiums or other charges given by the Company to the Customer are subject to change without notice.
5. The Customer hereby agrees to pay all charges, fees, expenses, taxes, duties and/or any other amounts that are contained in the invoice to be issued by the Company on the Customer’s name and/or debited to the account maintained by Eurofreight Logistics Ltd on the Customer’s name, in accordance to the Company’s charges schedule which the client hereby acknowledges that he has read and understood. All payments shall be effected in the currency defined by the Company in the relevant invoice.
6. The Customer hereby agrees to pay all charges, fees, expenses, and/or other amounts in respect of services, including transport, brokerage, commissions, carriage and insurance, that have been provided to the Customer by third parties through the Company.
7. The Customer hereby agrees that payments for all outstanding balances cannot be withheld for any reason from the Company and the Customer hereby undertakes to pay all outstanding amounts notwithstanding any dispute or disagreement as to the exact outstanding balance.
8. The Company hereby agrees to provide and the Customer hereby agrees to be provided with credit privileges to the effect that all charges, fees, expenses and/or other amounts debited to the account carrying the applicant’s name to be maintained by Eurofreight Logistics Ltd shall be payable on terms and conditions as approved by the company from time to time (hereinafter ‘Credit Period’). This term shall be subjected to credit guarantees, as agreed between the Company, the Customer and any third party in the ‘Customer Credit Form’, the terms of which are hereby declared as an integral part of this agreement.
9. In consideration of credit privileges administered to the Customer under the preceding paragraph, the Customer hereby agrees to pay a fee (hereinafter ‘Management Fee’) as directed by the company from time to time, as a percentage of the total of all charges, fees, expenses, and/or other amounts in respect of services provided by the Company.
10. The Customer accepts that the Company is entitled to revoke credit privileges at any time by providing reasonable notice.
11. The Customer accepts that failure to effect payment of outstanding balances within the Credit Period may result to the immediate withdrawal of credit privileges from the Customer without further notice and, in such case, all amounts accrued to the Company will become immediately due.
12. The Customer accepts that in addition to any charges, fees, expenses, management fees and/or other amounts debited to the account of the applicant in respect of services provided by the Company, the Company shall be entitled to charge interest on any outstanding balance outside the Credit Period and the Customer hereby agrees that sections 5 and 6 of the Late Payment in Commercial Transactions Act (73(I)/2003) is hereby incorporated in this Agreement.
13. The Customer hereby agrees that section 7 of the Late Payment in Commercial Transactions Act (73(I)/2003) is hereby incorporated in this Agreement.
14. It is hereby agreed that the Company enjoys a general and continuing lien on any and all property of the Customer coming into the Company’s actual or constructive possession or control, in respect of all outstanding amounts and/or amounts within the Credit Period owed to the Company by the Customer. It is also agreed that the Company may exercise such lien by providing notice to the Customer’s address shown overleaf and section 11 of the Late Payment in Commercial Transactions Act (73(I)/2003) is hereby incorporated in this Agreement.
15. The Customer hereby acknowledges that the Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by the Customer to the Company and the Customer hereby undertakes to indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer’s failure to disclose information and/or any incorrect and/or false statement by the Customer upon which the Company reasonably relied.
16. The Customer hereby agrees to indemnify, defend and hold the Company harmless from liability arising from any act or omission of the Customer which violates applicable laws and regulations and further agrees to indemnify and hold the Company harmless against losses, damages, costs and/or expenses which the Company may incur, suffer or be required to contribute to any third party.
17. In the event that no payment is effected by the Customer within 30 days of receiving notice of lien to the address shown overleaf, the Company shall have the absolute and unequivocal right to sell such goods at public or private sale and/or auction and apply all proceeds for the payment of all outstanding balances and any net proceeds remaining thereafter shall be refunded to the Customer. It is hereby agreed that the notice of 30 days stated above may be shortened in circumstances of perishable goods or consumables.
18. Except as specifically set forth herein, the Company makes no warranties, express or implied, in connection with the quality, quantity and mode of services provided to the Customer.
19. Subject to international conventions and applicable laws and subject to paragraph 18, the Customer agrees that any delays in the delivery of goods and/or any losses and/or damages to the actual and/or declared value of goods will only be compensated provided that a request for liability coverage has been made by the Customer in the specified form (hereinafter ‘Liability Coverage Form’) and provided that such liability coverage was requested prior to the provision of services by the Company and provided that payment in respect of such coverage, including premiums and costs, has been effected prior to rendering services for the covered transactions by the Company.
20. It is hereby agreed that the contents of the Liability Coverage Form are incorporated in the present agreement and the Customer hereby accepts that the Company shall not be liable in respect of any direct, incidental, special or consequential damages and/or losses to goods of whatsoever nature, unless and to the extent provided in the Liability Coverage Form.
21. Notwithstanding any provisions, terms or conditions contained in the Liability Coverage Form, the Company shall not be held liable in respect of any damages and/or losses of whatsoever nature that have been caused by improper or insufficient packaging, marking or addressing; or hazardous, dangerous or prohibited items; or events out of the Company’s control, including but not limited to acts of God, perils of the air, weather conditions, acts of public enemies, war, strikes, civil commotions or acts of public authorities; or in excess of the declared value of goods; or directly or indirectly by a breach of the present agreement in respect of the Customer and/or his/hers representatives.
22. Subject to paragraphs 18 and 19, the Company is under no obligation to insure Customer’s goods or services provided to the Customer against any risks, damage or loss.
23. The Customer agrees that unless specific representations are made in writing to the Company as to the selection of particular services from third parties, consultants, employees, agents and/or other personnel engaged in any manner upon the services supplied to the Customer and/or as to the selection of the means, route and procedure to be followed in the handling, transportation and delivery of goods to the Customer, the Company does not warrant or represent the timely and appropriate fulfillment of services by third parties to any extent, nor does the Company assume responsibility or liability for any actions and/or omissions of such third parties and/or its agents and shall not be liable for any delay or loss of any kind, which occurs while goods remain in the custody or control of a third party or the agent of a third party.
24. All claims against the Company must be made in writing and received by the Company within ninety 90 days of the event giving rise to claim. The Customer hereby agrees that any failure to give the Company timely notice shall be a complete defense to any action commenced by the Customer.
25. The Customer also agrees that the Company is entitled not to act on any claim until all outstanding amounts to the Company have been reimbursed by the Customer.
26. The Company withholds the right to permit inspection of goods upon request of any competent authority of the Republic of Cyprus.
27. Subject to applicable laws and regulations, the Company does not undertake to maintain documentation and/or records for transactions and/or services provided to the Customer.
28. The Company shall not be deemed to be in default in the performance of services agreed upon to be provided to the Customer to the extent that the failure to perform is occasioned by force majeure or other unforeseen circumstances.
29. The person signing this agreement hereby binds himself in his private and individual capacity as surety for and co-principal debtor in solidium with the applicant in favor of the creditor for the due performance of any obligation of the applicant of any amount which may at any time become owing to the creditor by the applicant from whatever cause arising and including but without limiting the generality of the aforegoing any claims for damages and actions against the applicant whether due or not to the creditor have been paid in full and further more binds himself irrevocably to all of the terms and conditions of this agreement.
30. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and merges and replaces all prior negotiations, discussions, representations, warranties, promises and agreements of the parties with respect to such subject matter.
31. The present agreement may only be modified, altered or amended by a written agreement between the Customer and the Company.
32. In the event any paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, the remainder hereof shall remain in full force and effect.
33. The interpretation, construction and enforcement of this Agreement shall be governed exclusively by the laws of Cyprus.
34. It is hereby agreed that the Customer and the Company irrevocably consent to the exclusive jurisdiction of the Cyprus Courts in regard to any dispute arising under this Agreement.