GENERAL TERMS AND CONDITIONS FOR ICD MOVEMENT
The General Terms and Conditions shall apply to all Customers availing Services from
Continental Warehousing Corporation (Nhava Seva) Ltd.
DEFINITIONS AND PRINCIPLES OF INTERPRETATION
For the purpose of General Terms and Conditions unless repugnant to the
meaning or context thereof, the following expressions shall have the
1.1.1. ‘Continental Warehousing Corporation (Nhava Seva) Ltd or ‘CWCNSL’means a company
incorporated under the Companies Act, 1956 and governed by the laws of India,
having its Registered Office at Opp Nirma Factory, Near Jakhwada Railway Station, Village Sachana, Ta. Viramgam Dist:- Ahmedabad 382150 (which expression unless contrary to the context of meaning hereof shall include its successors, administrators, representatives and assigns).
1.1.2. ‘Cargo’ means goods not prohibited under any loaded and sealed in
container and the Owner or the Owner’s Representative having lawful
ownership and possession
1.1.3. ‘ICD’ means the Inland Container Depot including the land, premises and/or
facility belonging or used by Service Provider and/or its Owners where,
amongst other things, containers are parked, stacked, stuffed, de-stuffed,
repaired, stored, etc and Cargoes are packed and cleared
1.1.4. ‘Charges’ means the charges contemplated under Article 7.
1.1.5. ‘Container’ means any 20’, 40’, HC, Reefer & includes any closed container &
transportable on flat bed trailer and/or rake or any similar article used to
consolidate Goods and any equipment associated or attached thereto.
1.1.6. ‘Container Seal’ means the seal put by the Owner after stuffing the container
1.1.7. ‘Door to Door’ means the First Mile Connectivity and Last Mile Connectivity.
1.1.8. ‘First Mile Connectivity’ means the movement of sealed container/Truck/Tipper
from point of origin to ICD only in case the movement of the sealed container/Truck/Tipper from the Owners place or any other place as specified by the Owner or the Owner’s Representative is on account of Service Provider.
1.1.9. ‘Fee’ means the fee contemplated under Article 7.
1.1.10. ‘Force Majeure Event’ means any event or circumstance or combination of
events whenever occurring which is directly caused by or results from in Clause
9.3 of these Terms for so long as such event or the inability to perform continues,
(i) is outside the control of the party affected by the Force Majeure Event;
(ii)could not be avoided, prevented or overcome with reasonable foresight,
Prudence and diligence or otherwise by taking action according to
good industry practices; and
(iii) materially prevents, hinders or delays performance of all or a material
part of the obligations of the party affected by the Force Majeure Event;
1.1.11. ‘General Tariff’ is the tariff published by the Service Provider on website
[www.cwcnsl.com] from time to time.
1.1.12. ‘Intimation’ means communication by person authorized by the Owner.
1.1.13. ‘Invoice’ means the invoice issued by the Service Provider to the Owner or the
Owner’s representative for the movement of the Cargo
1.1.14 ‘Last Mile Connectivity’ means the movement of container/Truck/ from
ICD to Point of Customer Destination or any other place as specified by the
Owner or the Owner’s Representative is on account of Service Provider
1.1.15. ‘Owner or Customer’ means the person having the lawful ownership and
possession of the cargo and it’s Representative.
1.1.16. ‘Party’ means either the Customer or the Service Provider and includes that
Party’s successors and permitted assigns and “Parties” shall be
1.1.17. ‘Person’ means any natural person, company, firm, body corporate of
unincorporated association or body, including any Government or governmental
or statutory instrumentality or port authority.
1.1.18. ‘Point of Acceptance’ (Service Provider) means acceptance of sealed container
by Service Provider’s representative at the Point of Origin.
1.1.19. ‘Point of Acceptance’ (Owner) means acceptance of sealed container by
Owner’s representative at the Point of Destination.
1.1.20. ‘Point of Origin’ means the Owner’s or ICD or any other place as specified by the
Owner from where the possession of the cargo is transferred to Service Provider
for movement up to the Point of Destination
1.1.21. ‘Point(s) of Destination’ means the Owner’s or ICD or any other place as specified
by the Owner where the possession of the cargo is delivered to Owner by the
1.1.22. ‘Railways’ means the Railway Administration, Indian Railways and or any other
relevant authority specified by Indian Railways.
1.1.23. ‘Requirements’ means all laws applicable with respect to rendering Services.
1.1.24. ‘Service’ means Services provided by the Service Provider to the Owner as set
out in Article 3 hereto.
1.1.25. ‘Service Provider’ means Continental Warehousing Corporation (Nhava Seva) Ltd & its
1.1.26. ‘Service Commencement Time’ means when the acceptance of sealed
container by the Service Provider representative
1.1.27. ‘Terms’ means General Terms and Conditions as stated herein.
1.1.28. ‘Terminal’ means ICD or any other point where loading and unloading
activity of Container of Rakes in the premises.
1.1.29. ‘Version’ means the number assigned to these Terms and as mentioned on the
Invoice issued by the Service Provider.
1.1.30. ‘Validity’ means these General Terms and Conditions & supercedes all
previous terms and conditions entered with the Owner and shall remain valid till
new Version is introduced and mentioned on the Invoice
1.2 Principles of Interpretation
1.2.1 Headings are inserted for convenient reference only and shall not affect the
meaning or have any bearing on the interpretation of any provisions.
1.2.2 The words ‘include’, ‘includes’ and ‘including’ shall be deemed to be followed by
the phrase ‘without limitation’ and general words introduced by the word ‘other’
or any similar nature shall not be given restrictive meaning by reason of the fact
that they are preceded or followed by words indicating a particular class of acts,
matters or things.
1.2.3 References to statutory provisions, enactment shall include references to any
amendment, modification, extension, consolidation, replacement or re-enactment
of any such provision, enactment, to any previous enactment which
has been replaced or amended and to any regulation, instrument or order
or other subordinate legislation made under such provision, enactment,
except where expressly stated to the contrary.
1.2.1 References to ‘persons’ (or to a word importing a person) shall be construed so
as to include:
(i) individual, firm, partnership, trust, joint venture, company, corporation,
body corporate, unincorporated body, association, any government or State
or any agency of a government or State or any local or municipal authority
or other governmental body (whether or not in each case having separate legal personality);
(ii) References to a person’s representative shall be to its officers, employees, legal
or other professional advisers, sub-contractors, agents, attorneys and other duly authorized representatives
TERMS, ACCEPTANCE OF TERMS AND EFFECTIVE DATE
2.1.1. The Service Provider shall render Services to the Owner in accordance with
2.1.2. Reference to the Terms set out below includes those incorporated herein all
reference or updated or modified by Service Provider from time to time by
introduction of new various and available on (www.cwcnsl.com). For the removal of doubts, it is clarified that continued use of the Service(s) shall constitute an acknowledgement and
acceptance by the Owner of the Terms as stated herein and the Amendments
2.2 Acceptance of Terms
2.2.1 The Owner has accepted all the Terms contained herein. The Services shall be provided
under these Terms and any operating rules or policies that maybe published
on, (www.cwcnsl.com) which together with these Terms and any Amendments
shall comprise the entire understanding between Service Provider and the Owner with
respect to the Services and shall supersede all priorTerms entered between the parties.
2.3 Effective Date
2.3.1 These Terms shall come into full force and effect as on the date on which Service
Provider accepts the Container at the Point of Acceptance by the Service Provider rendering Services (directly or through his representative) and till the acceptance of Container at Point of Destination
3.1.1 In consideration of the Owner making payment of Fee and Charges to Service Provider and subject
to and in accordance with Terms contained herein, Service Provider shall render all or any of the following services to the Owner, commencing from the Effective Date
i) First Mile Connectivity
ii) Rail Movement: Movement via Rail from ICD to different places in India & Vice versa. This rail service is provided through an agreement with Container Corporation of India Limited (CONCOR) and is offered on a “best effort basis”.
iii) Last Mile Connectivity
iv) Cargo Handling Services : De-Stuffing / Stuffing of Cargo from/to Containers ;
Unloading/loading of Cargo from/to Road Transport Vehicles.
v) Warehousing facility
vi) Ancillary Services : Lashing / Chocking / Fumigation / Container Repairs/
Weighment of Cargo / Containers/ Plugging etc.
OBLIGATIONS OF SERVICE PROVIDER
Service Provider shall be responsible for engagement and maintenance of
its personnel, which shall include all payment obligations, whether statutory or otherwise, in respect of such personnel.
Service Provider shall at its cost and expense provide insurance for the equipment owned by Service Provider.
OBLIGATIONS OF THE OWNER
The Owner Representatives and Service Provider Representatives will develop a
code of communication for enabling effective implementation of these Terms.
The activity of Stuffing and de-stuffing will be undertaken by the Service Provider
at the specific request of the Owner and with the risk and liability solely on
account of the Owner. The activity may be supervised / guided by the Owner or
his representative. Charges are applicable as per tariff.
5.2 Sealing of Containers
The Owner shall be responsible for ensuring that the Containers are sealed prior to the delivery to the Service Provider for rendering the Services.
5.2.2 The Service Provider shall not be bound to undertake for movement of any
Container the seal of which is damaged on the face of it.
5.3 Compliance with Handling Over and Taking Over Procedures
The Owner shall ensure that suitably qualified personnel (including surveyor) are
available at the time of handling of sealed Container at the Point of Origin and to delivery
at the Point of Destination. In the event of failure of the Owner to take the possession
of the Cargo at Point of Destination, the Service Provider reserves the right to deal with
the Cargo as it thinks reasonable and prudent including the right to sell without
assigning any reasons thereof.
5.4 Facilities and Movement
The Owner will provide adequate facilities for loading of the sealed Container at
Point of Origin and Point of Destination.
Owner shall make payment of Fees and Charges in accordance with Article 7.
5.6.1 Owner shall, at its cost and expense, take and maintain a comprehensive insurance cover under the insurance policy for the Cargo and Containers during all the times starting from Point of Origin when the sealed Container is accepted by the Service Provider till the delivery at the Point of Destination by the Service Provider.
5.6.2 Owner's insurance policy shall include a waiver of subrogation clause as to any
insurer's action against Service Provider, its employees and representatives.
5.7 Documentation and Statutory Compliance
5.7.1 The Owner shall comply with all applicable laws, rules, regulations, formalities
and requirements of documentation procedures as laid down by the statutory organization and be guided as per the law of the land, whether or not instructed by Service Provider.
5.7.2 The Owner shall ensure that weight limits for all Container is strictly adhered to,
in case the same is not done by the Owner, the Service Provider cannot be held
responsible or liable for any loss to Container or Cargo during handling at ICD
during its movement at any point of time. Further any damage/loss to the
Service Provider as result of excess weight will be recovered from the Owner.
Further any penalties / levies in form challan etc imposed by the Government
or any statutory authorities because of excess weight shall be exclusive
responsibility of the Owner.
5.7.3 The Owner guarantees that they will provide complete documentation which are
required by the law of the land, including and not limited to GST, customs etc
and to complete all paper works prior to the movement of sealed Container
at Point of Origin.Any delay in movement Cargo/Container due to inadequate
paper work shall be Customer responsibility. Further all fines, penalties, levies
and charges imposed and charged by the Government or it's agencies in such cases
shall be the liability of Customer and will be recovered from them.
5.7.4 The Owner shall be exclusively responsible for any illegal transhipment and the
Customer shall be responsible to make the good the loss suffered by the Service
Provider as result of such transhipment. Further the Owner shall not
consign any contraband, illegally procured or dangerous articles or goods
and/or give false description and quantity of the article or goods consigned
to the Service Provider. In such case the Owner shall be responsible to make
good the loss suffered by the Service Provider.
5.7.5 ICD would be responsible for the cargo received and stuffed into the container as
a Custodian. If there is a discrepancy in the quantities mentioned in the S.Bill /
BOE than what has actually been received the same needs to be informed to the
5.8 Registration Obligations
5.8.1 In consideration of availing services it is represented that the Owner is of legal
age to enter into a binding contract and are not a person barred from receiving
the Services under the laws of India or other applicable law(s).
5.8.2 The Owner hereby understands that the Service may include certain
communications from Service Provider or such as service announcements
and administrative messages. The Owner understands and agrees that the
Service is provided on a "AS IS" basis and that neither Service Provider nor
any of its affiliate or group companies assume any responsibility for the same.
5.8.3 The Owner also agree to: (i) provide true, accurate and complete information
about itself and authorized beneficiaries and if the Owner provide any
information that is untrue, inaccurate, not current or incomplete or Service
Provider has reasonable grounds to suspect that such information is untrue,
inaccurate, not current or incomplete, Service Provider has the right to suspend
or terminate these Terms and refuse any and all current or future use of
any Service and recover the necessary expenditure incurred and damages.
5.9 Electronic Communications
When the Owner visit(www.cwcnsl.com) or sends emails to the Service Provider,
it is agreed and understood that the Owner is communicating with the Service Provider electronically and consents to receive communications from the Service Provider electronically. The Service Provider shall communicate with the Owner through email or by posting notices on (www.cwcnsl.com). The Owner agree that all terms, notices, disclosures and other Communications that the Service Provider provides to the Owner
Provider and the Owner as to the subject matter thereof.
5.10 In respect of the Services, the Owner shall promptly pay all invoices issued
in accordance with these Terms, promptly perform each task as required by
these Terms and observe and perform any relevant obligation under any
and all Applicable Laws, statutes and regulations in relation to the use of
LIEN AND LIMITATION OF LIABILITY
The Service Provider shall have lien (general/specific) over the consignment/Cargo
entrusted by the Owner for transportation in respect of any amount due to it towards any Service rendered or proposed to be rendered by the Service Provider
6.2 Limitation of Liability
6.2.1 The Service Provider shall have no liability towards the Owner once the intact
Sealed Container is delivered at Point of Destination.
6.2.2 The Service Provider liability shall be not exceeding the value of service
provided against the affected container by the Service Provider in case seal is
found damaged at the Point of Destination and there is a loss of cargo and
it is established that the seal was broken or damaged due to the negligence of
the Service Provider.
6.2.3 The Service Provider’s liability shall be limited to the value settled by the Rail
Carrier ie., CONCOR, in case there is any damage to the Cargo during the Rail
6.2.4 The Service Provider is only acting as a facilitator for the First Mile and Last Mile
Connectivity; hence Service Provider incurs no liability towards any damage to
Cargo/Container during the same. It will be in the interest of the Owner to insure
the cargo while the same is moving on Road.
6.2.5 No claim of any description shall be filed against the Service Provider after
3 weeks from the date of availing the Services.
6.2.6 Service Provider's liability for loss of and/or damage to all Containers in the
custody of Service Provider (during Rail/within its ICD Transit and Storage) where such loss
and/or damage was caused by the gross negligence or wilful default of Service Provider, its agent, servants or Sub-Contractors and the maximum liability of Service Provider to the Customer/Owner in relation to each incident for each Container shall be the lesser of either the depreciated value of the Container of the actual cost of the repair PROVIDED ALWAYS that under no circumstances shall the claim exceed the following amounts:
a) Depreciated value of the Container or Rs.25000/- (Rupees Twenty
Five Thousand Only) in the case of any 20', 20'HC Container whichever is lower;
b) Depreciated value of the Container or Rs.45000/- (Rupees Forty Five
Thousand Only) in the case of any Container or more than 40', 40 HC Container whichever is lower;
c) Any other container not specified herein the Depreciated value of the Container
or Rs.75000/- (Seventy Five Thousand Only) whichever is lower. For the
avoidance of doubt, in the absence of gross negligence or willful default,
Service Provider shall have no liability for such loss and/or damage to the
6.2.7 Service Provider shall not be responsible for or liable to the Customer/Owner for:
a) any consequential or indirect loss or damage; or
b) loss of profit, revenue, savings or contracts; injury to goodwill or reputation,
delay howsoever caused, including breach by Service Provider of its obligations
under the Terms or its breach of duty, negligence or gross negligence.
6.2.8 Where Service Provider’s claim relates to a claim by any third party against the
Owner, at the request of Service Provider and at Service Provider's cost,
the Owner shall cooperate with Service Provider or its insurers, in the
defence, settlement and/or counter claim.
6.2.9 Save as provided in these Terms, Service Provider shall not beunder any liability to the Owner whether in contract, tort or otherwise in respect of the use of ICD Usage and any logistics for any death, personal injury, damage or loss resulting from availing such services from the Service Provider.
6.2.10 Service Provider shall not be liable for any claims which are time barred as per
prevalent limitation legislation in India.
6.2.11 The Service Provider shall not be liable for any loss or damage to a Container or
Cargo, death or personal injury to the extent that such loss, damage, death
or injury is caused by or contributed to by defective protection or packing, latent
or natural wastage or contamination of Cargo, misdeclared Cargo information.
PAYMENT AND TAXES
7.1 Fee and Charges
7.1.1 In consideration of the Service Provider rendering Services to the Owner ,the Owner shall be liable to pay to the Service Provider, the following Fee.
a) As separately agreed between the Owner and the Service Provider;
b) In case no rate is agreed between the Parties, the General Tariff as applicable;
c) Further in case no rate is agreed and there is no General Tariff , the rate as may
be decided by the Service Provider.
The Owner shall be liable to pay;
(i) All taxes, charges and levies, except income tax with respect to receivables by the
(ii) The Trailer Detention charges (in case of Door to Door Delivery)
to the Service Provider by Owner of Rs. 2000 per day.. (only applicable in case
the Owner avails First Mile and Last Mile Connectivity)
(iii) Free Time at the ICD: The same will be governed by the General Tariff
published by Service Provider from time to time.
(iv) Handling Charges:
a) As separately agreed between the Owner and the Service Provider
b) In case no rate is agreed between the Parties, the General Tariff is applicable.
c) Further in case no rate is agreed and there is no General Tariff, the rate as may be
decided by the Service Provider.
7.1.3 In case any special activity is being carried by the Service Provider
Then published General Tariff will be applicable. The Service Provider will
recover extra for any services rendered for connecting Cargo as per the
7.2 Time of making payments
The Customer undertakes to pay all dues as per invoices raised by the
Service Provider within the time period as agreed between the Service
Provider and Owner. All payments are to be made by A/c Payee cheque
drawn in favour of ‘Continental Warehousing Corporation (Nhava Seva) Ltd’ or direct
credit to ‘Continental Warehousing Corporation (Nhava Seva) Ltd ’ account through RTGS
COMPANY NAME : Continental Warehousing Corporation (Nhava Seva) Limited
BANK : IDFC Bank
ACCOUNT NO : ‘10016754424”
IFSC CODE : “IDFB0040101”
BRANCH : BKC, Nariman Branch, Naman Chambers, C-32, Mumbai – 400051
7.3 Interest on Delayed Payments
In the event of failure to make payments by the Owner as specified in Clause 7.2
in accordance with the terms contained herein, the Owner shall be liable to pay
interest at the rate of 18% per annum on delayed payments, calculated from the
date of invoice till the actual date of payment thereof.
7.4 Revision of Rates
The rates for the activity to be undertaken in accordance with have been
finalized and agreed upon between the Service Provider and the Owner.
Any upward revision in the rail freight as announced by the Concor. Authorities
shall be applicable with immediate effect.
In the event the Owner provides the wrong weight of Container to the
Service Provider, the following penalties will applicable:
(1) Wrong declaration of weight at the time of audit – Difference in freight
of actual weight and wrongly declared weight + Goods and service tax;
(2) Wrong declaration of weight at the time of weighment of rakes - Difference in
freight of actual weight and wrongly declared weight + Goods and service
tax plus Railway imposed
The penalty applicable would be as per CTO’s discretion.
REPRESENTATIONS AND WARRANTIES
8.1 Representations and Warranties of the Service Provider
8.1.1 The Service Provider hereby represents and warrants to the Owner as follows:
(i) Service Provider is competent to undertake the activities as specified in these
terms and perform the terms hereof. The execution, delivery and performance
of this Terms does not conflict with or violate or is in breach of any law, rule,
regulation, judgment, order or agreement by which the Service Provider is
(ii) These Terms have been duly informed by the Service Provider before
undertaking any activity there under and constitutes a legal, valid and binding
obligation enforceable against it in accordance with the terms.
8.2 Representations and Warranties of the Owner
8.2.1 The Owner hereby represents and warrants to the Service Provider as follows:
(i) The Owner is competent to execute and perform the Terms hereof;
(ii) The Terms stated have been duly read and agreed by the Owner and the Services
are availed only after reading and understanding and agreed to them in
the manner they are expressed;
(iii) The Terms will constitute, valid and legally binding rights and obligations of the
Owner in accordance with its terms;
(iv) The performance of the Terms is within its powers and has been duly authorised
by all requisite corporate and other action and will not contravene
any provisions of or constitute a default under, any other agreement or
instrument to which it is a party or by which it may be bound;
(v) The Owner shall comply fully with the Terms;
(vi) The Owner shall pay the Fees and Charges in accordance with the Terms.
FORCE MAJEURE EVENT
9.1 A party shall not be liable for any delay in the performance of, or any failure to
perform, its obligations under these Terms caused by Force Majeure Event for
so long as the inability to perform continues provided it gives prompt notification to the other party of (i) the event of Force Majeure Event and its likely duration (ii) the obligation(s) which are affected, and how affected, and provided that it takes all reasonable steps to mitigate the effects of Force Majeure Event.
9.2 During the occurrence of a Force Majeure Event, if CWCNSL continues to perform
services, the Customer shall be liable to pay for the services at the agreed rates,
as if no Force Majeure Event had occurred.
9.3 A Force Majeure Event shall include, but not be limited to, the following
categories or circumstances of a natural or general nature, including:
(i) acts of God;
(ii) explosions including nuclear explosion, radioactive, biological or chemical
(iii) landslides, earthquakes and tsunamis;
(iv) epidemic, plague or quarantine;
(v) war (whether declared or not), civil war, invasion, embargo, military coup,
revolution or armed conflict on a national scale;
(vi) riot, civil commotion, insurrection on a massive or national scale;
(vii) adverse weather conditions;
(viii) any order / communication from any government/ quasi government
authorities, restraining the Operator/Customer from carrying on business;
(ix) any law, order, proclamation, regulation, ordinance, demand or
requirement having legal effect, of any government authority.
10.1 Period and Termination
10.1.1 Period: These Terms shall come into force and effect as on the Effective Date and
continue to remain valid till the delivery of Containers at Point of Destination.
10.2 Termination and Effect of Termination
10.2.1 The Service Provider reserves the right to terminate the Terms immediately
without assigning any reason thereof on the failure of the Owner to comply with
any of the terms and conditions stated herein.
10.2.2 Rights and obligations accrued prior to termination shall survive the termination
of the Terms.
10.2.3 Termination of these Terms shall not affect provisions which are intended
to survive termination of the Term, including provisions of Dispute Resolution
and Governing Law and Jurisdiction.
10.3 Amendment: CWCNSL reserves the right to amend the Terms. It is understood and
agreed that the Terms as on the date that the Customer shall avail the Services
shall apply and govern the relationship between CWCNSL and the Customer.
10.4.1 A Party notifying or giving notice under these General Conditions must
notify the other Party:
(a) in writing;
(b) in English;
(c) at the address of the recipient specified below or as varied by notice given in
accordance with this clause; and
(d) the notice is left at or sent by registered post, e-mail or facsimile to
A. to CWCNSL at: Continental Warehousing Corporation (Nhava Seva) Ltd
Registered office: Opp Nirma Factory, Near Jakhwada Railway Station, Village Sachana, Ta. Viramgam Dist:- Ahmedabad 382150
B. to the Customer: at the address intimated to CWCNSL
A notice given in accordance with this clause will be taken to have been received:
(a) if delivered by hand to the recipient's address, on the date of delivery, as long
as delivery is acknowledged in writing by the recipient;
(b) if sent by registered post, 5 days after posting; and
(c) if sent by facsimile or e-mail, on the first working day at the recipient's
address, after transmission.
10.5 Governing Law and Jurisdiction: These Terms shall be governed by and
construed in accordance with the laws of India. For any disputes, issues arising
hereunder shall be determined by the Court at Mumbai .
10.6 Dispute Resolution:
a. Any and all disputes/differences or claims arising under the Terms or out of or
in connection with the execution, interpretation, performance, or non-
performance of the Terms or any or all of the foregoing shall be solely and finally
settled by arbitration under the Arbitration and Conciliation Act, 1996 or any other
statutory modification or re-enactment thereof for the time being in force. All
arbitration proceedings shall be conducted in English language by an arbitral
tribunal comprising of 3 arbitrators. The parties agree that one arbitrator shall be
appointed by each party, and the third presiding arbitrator shall be appointed by
agreement of the two party-appointed arbitrators..
b. Either Party shall be entitled to apply to the appropriate competent court only
and exclusively in Mumbai for interim or interlocutory relief in respect of such
c. The award of the Arbitral Tribunal shall be final and binding on the Parties.
d. The arbitration proceedings shall be held in Mumbai.
e. The costs and expenses of the arbitration, including, without limitation, the
fees of the arbitration, and including, without limitation, the fees of the
Arbitral Tribunal, shall be borne as may be determined by the Arbitral
f. When any dispute is under arbitration, except for the matters under dispute,
the Parties shall continue to exercise their remaining respective rights and
fulfil their remaining respective obligations under this Terms of Business
during the pendency of the arbitration proceedings
10.7 Relationship: It is expressly agreed and understood that the performance of
Services by CWCNSL does not constitute any partnership or agency between
CWCNSL and the Customer. The Customer shall not be entitled to commit or bind
CWCNSL in any manner.
10.8 Assignment: The Customer shall not be entitled to assign encumber, sub-lease or
transfer any benefit or transfer any obligation arising under the Terms
without the prior express written permission of CWCNSL.
10.9 Sub-contract: CWCNSL expressly reserves the right to engage the service of sub-
contractors for the performance of the Services or any service ancillary or
incidental to the performance of the Services.
10.10 Severability: If any provision or part of a provision of these Terms is, or is
found, by any authority or court of competent jurisdiction to be, invalid or
unenforceable, such invalidity or unenforceability shall not affect the other
provisions or parts of such provisions of these Terms, all of which shall remain in
full force and effect.
10.11 Waiver: All waivers under these Terms shall be in writing, and failure at
any time by CWCNSL to require the Customer’s performance of any obligation
under these Terms shall not affect the right of CWCNSL subsequently to
require performance of that obligation.
10.12 Service Agreement (“SA”):In cases where a SA has been signed by the
Customer with CWCNSL the terms of the SA shall apply and for matters not covered
under the SA the terms set out in the Terms shall apply. In the event of conflict
between the Terms and the SA, the SA shall prevail.
10.13 Compliance With Laws: The Customer shall ensure that in relation to the
provision of the Services contemplated under Terms, it shall comply with
all relevant laws, rules, regulations and statutes, including all labour and
employee related laws. The Customer shall obtain and maintainall
necessary consents, permits, licences and approvals for the provision of the
Services provided by CWCNSL.
10.14 Confidentiality: The Parties shall, both during the Term and thereafter, treat as
confidential and privileged, any information coming to any of them
regarding the business of each other and shall use such information
solely for the purposes of performing its obligations under the Terms. For
the purposes of this Clause, “information” shall include, without limitation,
software, practices, techniques, trade secrets, technology, processes and know
how. Further, neither Party shall knowingly use or permit the use of any
Confidential Information obtained during their relationship to the disadvantage
of the other Party or for the profit of its own or any third party's interest.
10.15.1 Clause 1 (Definitions and Interpretation), Clause 10.14 (Confidentiality), Clause
10.5 (Governing Law), Clause 10.6 (Dispute Resolution), and Clause 10.4
(Notices) shall survive termination of these General Conditions.
10.15.2 Any terms, covenants, provisions or conditions of the General Conditions which
expressly or by their nature survive the termination of the General Conditions
shall continue in full force and effect subsequent to and notwithstanding such
termination, and shall not be cease to operate upon the termination, until such
terms, covenants, provisions and conditions are satisfied or by their nature expire.
10.16 Compliance with DP World Policies:
The Customer shall make themselves aware of DP World Anti-Bribery and
Corruption Policy and thereby agree to abide by the same. The Customer shall
further agree to take necessary steps to adopt a similar policy within their
organization and monitor its effective implementation to stop any bribery and
corruption activities between the parties and the concerned stakeholders.
The Customer shall ensure compliance with all national and international rules
and regulations relating to human and labour rights including applicable laws
prohibiting slavery and human trafficking.
The Customer undertakes to abide by the objectives as set in the Safety and
Security policy of the Company and assure to communicate the requirement to all
their respective employees when working in the terminal premises or on the
vessel at berth in the terminal.