Standard Terms and Conditions of Trading
For Port Agency and Forwarding Activities

All transactions entered into by Carmelo Caruana Company Limited, hereinafter referred to as the “Company” in connection with or arising out of the Company’s business shall be subject to the following terms and conditions (the “Terms and Conditions”) unless otherwise agreed or stated by the Company in writing. These Terms and Conditions contain provisions relating to the Company’s exclusion and limitation of liability. All parties involved may wish to insure against these risks.

In these conditions the following expressions have the following meanings respectively:

a) “The Company” shall mean Carmelo Caruana Company Limited.

c) “Services” shall mean the services which are provided by the Company to the Customer and to the Principal, whether or not for remuneration and whether such be by way of charge, fee, commission or remuneration of any other kind.

d) “Supplier” shall mean the person or persons or body or bodies corporate which contracts to supply services or goods to the Principal or to the Customer through the Company.

e) “Customer” shall mean the person or persons or body or bodies corporate (or any agent or representative thereof) which ships, receives, owns or forwards goods or holds the bill of lading in respect of which the Company, whether as agent or as principal, has agreed to provide or procure services, advice or information.

f) “Principal” shall mean the person or persons or body or bodies corporate which has or whose representatives have instructed the Company and who is the owner or charterer or manager of the vessel represented by the Company under the bill of lading in connection with which Services are provided by the Company.

e) “Goods” shall mean any wares, merchandise and articles of every kind whatsoever including any container, chassis, trailer or similar equipment used for the purpose of carrying Cargo.

g) “Cargo” shall mean any article or articles of merchandise imported or brought into Malta by the Customer or the Principal and regardless of whether such article or articles arrived by air or sea, individually or in bulk.

h) “SDR” shall mean a Special Drawing Right as defined by the International Monetary Fund.

i) “Customs Department” shall include the Comptroller of Customs and any other person having an express or implied authority to act for the Comptroller of Customs.

j) “Indirect Representative” shall have the same meaning attributed to it in the Regulation.

k) “Regulation” shall mean EEC Council Regulation 2913/92 establishing the Community Customs Code together with any amendments and/or replacements.

l) Words importing the singular number shall include the plural and vice versa, words importing the masculine shall include the feminine and neuter and vice versa and words importing persons shall incorporate bodies corporate, unincorporated associations

l) The headings in these conditions are for convenience only and shall not affect their interpretation

1. Transactions with the Principal

The following terms and conditions shall apply to all transactions involving the Principal:

  1. The Principal shall indemnify the Company in respect of all liabilities incurred by the Company when acting as a port agent or booking agent on the Principal’s behalf
  2. The Principal shall pay forthwith by telegraphic transfer to the Company’s bank account such sums as the Company may request as an advance on port disbursements which the Company estimates will be incurred whilst the Principal’s vessel is in the Company’s agency. If the Principal should fail to comply with the Company’s request, the Company may at any time give notice of the termination of its agency.
  3. The Company shall be entitled to deduct from sums held by the Company for the Principal’s account any amounts due to the Company from the Principal.
  4. The Principal shall indemnify the Company against all third party claims, charges, losses, damages, taxes, duties and expenses that the Company may incur. This indemnity shall not extend to matters arising by reason of the negligence or willful misconduct of the Company.
  5. The Company, with the consent of the Principal, shall have authority to appoint sub-agents to perform services on behalf of the Principal, including such services as may be subject to these conditions, remaining at all times responsible for the actions of the sub-agent.

2. Transactions with the Supplier

The following terms and conditions shall apply to transactions with the Supplier:

  1. Unless otherwise stated in writing, when the Company is acting as a port agent or booking agent it acts at all times as agent for and on behalf of the Principal and has authority to enter into contracts with the Supplier as agent for Principal. The Company shall not be personally liable to pay any debt or expense to the Supplier from the Principal.
  2. Where the Company is acting as a forwarding agent, unless it is acting as agent for the Principal in accordance with clause 1 hereof or otherwise agreed in writing, it acts at all times as agent for and on behalf of the Customer and has authority to enter into contracts with the Supplier as agent for the Customer. The Company shall not be personally liable to pay any debt due from the Customer.

3. Transactions with the Customer

The following terms and conditions shall apply to transactions with the Customer:

  1. When the Company acts as agent on behalf of the Principal, the Company shall not be personally responsible for the Principal’s liabilities.
  2. The Company may provide the Services to the Customer as its agent or as a principal. The Customer warrants that it is either the owner of the Goods or Cargo or the agent of the owner thereof and that it accepts these Terms and Conditions for itself and as agent for and on behalf of the owner.
  3. Where the Company arranges services for the Customer’s Goods and Cargo which are or will be carried in accordance with a contract with the Principal contained in or evidenced by a bill of lading, charter-party or other contract of affreightment, all Services including forwarding services are arranged by the Company as agent for and on behalf of the Principal. The provision of such Services shall be subject to the terms and conditions of the Principal’s bill of lading and tariff rules (if any), which may be inspected on request, or other contract between the Principal and the Customer.
  4. Where the Company arranges Services for the Customer’s Goods and Cargo as a forwarder (whether as principal or agent) the provision of such Services are subject to these Terms and Conditions.
  5. The Company may from time to time issue a house bill of lading covering the transportation of the Customer’s Goods and Cargo. In the event of any conflict between these Terms and Conditions and the house bill of lading, the latter shall prevail.
  6. The Company shall have full liberty to sub-contract the whole or any part of its contracted Services to third parties as may be necessary to fulfil the Customer’s instructions and subject to the trading conditions of the sub-contractors.

4. Indirect Representation

The following terms and conditions shall apply whenever the Company is acting as the Indirect Representative of the Customer or the Principal with the Customs Department:

  1. For the purposes of this clause, the term “Client” shall make reference to both the Customer and Principal.
  2. The Company shall provide the Client with indirect representation facilities with the Customs Department in Malta in accordance with the Regulation and Chapter 37 of the Laws of Malta
  3. The Company shall clear the Cargo as requested by the Client and deliver it to the location as instructed by the Client. Provided that the Client hereby agrees to provide the Company with all the necessary documentation in order for the Company to be able to take delivery of the Cargo, before such clearance is effected.
  4. Failure to provide the appropriate documentation, as requested by the Company and/or the Customs Department, shall result in the Company not taking delivery of the Cargo. In this event, the Company shall not be liable for any ensuing damages to the Cargo, additional expenses/penalties, of whatsoever nature, or for loss of business suffered by the Client.
  5. The Client shall solely be responsible for all documentation presented to local and foreign authorities and for the contents of the Cargo and that the Company shall in no way be responsible for any false or wrong declarations or statements, even if such declarations or statements were made by the Company acting on information provided by the Client.
  6. In the event that the Company incurs any penalties and/or fines issued by any local authorities or departments, including, but not limited to, the Customs Department, which penalties arose as a result of the non-abidance with the provisions of any laws and regulations currently in force, or of these Terms and Conditions, by the Client, the Client shall immediately reimburse the Company for any penalties paid and expenses incurred. In addition the Client shall do its utmost to ensure that the Company is in no way negatively affected by the actions and/or omissions of the Client.
  7. The Company is authorized to, on behalf of the Client, negotiate and enter into any agreements with any local authorities or departments, including, but not limited to, the Customs Department, in the event that any penalties and/or fines are incurred in relation to the Goods or Cargo. The Client undertakes to make the funds for the payment of such penalty or fine available to the Company, by means of bank transfer or bank draft issued by a reputable bank in Malta, before the signing of such agreements.

5. Limitation of Liability & Indemnity

The Company shall be completely relieved of any liability, and the Customer, Principal and Supplier shall hold the Company entirely harmless, for loss or damage suffered by them, or any third party, if such loss or damage resulted from:

  1. the act or omission of the Customer, Principal or Supplier or his representative or any other party from whom the Company took charge of the Goods and Cargo;
  2. inherent vice of the Goods and Cargo, including improper packing, labelling or addressing (except to the extent that the Company undertook to be responsible therefor);
  3. handling, loading, stowage or unloading of the Goods and Cargo by the Customer, Principal or Supplier or any person acting on his behalf other than the Company;
  4. the delivery of improper documentation and/or wrong instructions and/or information provided to the Company;
  5. seizure, forfeiture or detention under legal process;
  6. riot, civil commotion, strike, lock out, general or partial stoppage or restraint of labour from whatever cause;
  7. any consequence of war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, terrorism, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalization or requisition or destruction of or damage to any property or goods by or under the order of any Government or public or local authority;
  8. any cause or event which the Company was unable to avoid and the consequences whereof the Company was unable to prevent by the exercise of due diligence. The Customer, Principal and Supplier shall keep the Company fully indemnified against any of the above claims.

6. Insurance

The Company shall not effect insurance for the subject matter of the Services, save upon express instructions given in writing by the Customer in relation to which there shall be a specific agreement as to charge. All insurance affected by the Company is subject to the conditions of the insurer. The Customer shall directly correspond with the insurer with regards to any claim which the Customer might have.

7. Warranty of Agency

Where the Company agrees to provide or arrange Services for the Customer, the Customer shall be deemed to have authorised the Company to conclude all and any contracts necessary to provide those Services. The Customer shall reimburse on demand the Company with all taxes, charges or fines whatsoever incurred by the Company as a result of providing or arranging the Services, or undertaking any liability in connection with the Services, particularly in respect of any bond issued to Customs or any other statutory authority by the Company.

8. Customer's Duty to Provide Full Information

The Customer shall declare to the Company full details of Goods and Cargo which are of a dangerous or damaging nature. Should the Customer fail to provide such details at the time of contract the Customer shall be responsible for all costs and damages arising as a result thereof and the Company shall have the right exercisable on behalf of itself or its Principal to rescind the contract.

9. Duties of the Company

  • The Company shall exercise reasonable care and diligence in providing Services.
    2 Unless otherwise agreed in writing, the liability of the Company shall in all circumstances be limited to the lesser of sums calculated in the following manner:-
  • 2.1 where Goods and Cargo are lost or damaged;

(i) the value of Goods and Cargo so lost and damaged; or
(ii) a sum calculated at the rate of two  SDRs per kilo of the gross weight of any Goods and  Cargo lost or damaged, whichever shall be the least;

9.2.2 in all other circumstances;

(i) the value of the Goods and Cargo so lost or damaged

(ii) a sum calculated at the rate of two SDRs per kilo of the gross weight of any Goods lost or damaged, whichever shall be the least;

(iii) the amount of the direct loss or SDRs 75,000.

10. Special Goods

The Company will not provide Services in connection with bullion, coins, precious stones, jewellery, valuables, antiques, pictures, human remains, livestock, pets or plants. However if the Company should in the course of providing the Services, handle or deal with such Cargo (otherwise than under special arrangements previously made in writing) the Company shall be under no liability whatsoever for or in connection with such Cargo however arising.

11. Liability for Losses

11.1 The Company shall perform the Services with due despatch but shall not be liable for any loss or damage arising from any delay which it could not reasonably prevent. Without prejudice to the foregoing, in the event that the Company is deemed to be liable for delay, its liability shall not exceed the amount of the Company’s charges in respect of the transaction.

11.2 Except in those cases of loss or damage referred to in Articles 10 and 11.1 above and Clause 11.3 below, no liability whatsoever for consequential loss, be it direct or indirect, shall attach to the Company. Such loss shall include (but not be limited to) loss of profit, loss of market or the consequences of delay or deviation, however caused.

11.3 The Company shall not be liable for loss of or damage to Goods or Cargo unless it is advised thereof in writing within three (3) days after the completion of provision of the Services and the claim is made in writing within forty-two (42) days, provided always that at the sole discretion of the Company, these limits shall not apply if the Customer or Principal can establish that it was not reasonably possible for him to make a claim in writing within the time limit and notice was given within a reasonable time. Notwithstanding the above provisions, the Company shall in any event be discharged from all liability whatsoever and howsoever arising in connection with the Services unless suit is brought within nine (9) months of the delivery of the Goods or Cargo or of the date they should have been delivered or of the date of the event giving rise to any other loss.

12. Timely Payment

12.1 If the Customer or the Principal, as the case may be, fails to make payment in full of any sums due to the Company on demand or within any period agreed in writing, the Company shall be entitled to recover interest on any sums outstanding with effect from the date of first demand at the interest rate of eight per cent (8%) per annum or any higher rate permissible at law applicable during the period when the sums are outstanding.

13. Lien

The Company shall have a general lien on all Goods, Cargo and documents relating to Goods and Cargo in its possession, custody or control for all sums due at any time from the Customer or Principal and shall be entitled to sell or dispose of such Goods, Cargo or documents as agent for and at the expense of the Customer or Principal and apply the proceeds towards the monies due and the expenses of the retention, insurance, sale and disposal of the Cargo. Reasonable notice of twenty-eight (28) days of the intention to sell will be given by the Company to the Customer or Principal, unless the Cargois liable to perish or deteriorate in which case the Company shall have the right to sell or dispose of the Cargo immediately. The Company shall, upon accounting to the Customer or Principal for any balance remaining, be discharged from all liability whatsoever in respect of the Goods and Cargo.

14. General Average

Where liability for general average arises in connection with the Goods and Cargo, the Customer shall promptly provide security to the Company or any other party designated by the Company in a form acceptable to the Company.

15. Brokerage Fees, Commisions, Allowances and Other Remuneration

The Company shall be entitled to retain and be paid all customary brokerages, commission, allowances and other remuneration.

16. Reimbursement

The Company shall be entitled to be fully reimbursed for any expenses incurred in pursuing its activities in accordance with the instructions of the Customer, Principal or Supplier or in accordance with relevant legislation.

17. Limited Liability

The Customer, the Supplier and the Principal each undertake with the Company that no claim or allegation of any kind shall be made against any of the Company’s directors, officers, employees, servants or agents (collectively called “the Beneficiaries”) for any loss damage or delay of whatsoever kind arising or resulting directly or indirectly from any negligent act error or omission of the Beneficiaries in the performance of the Services the subject of these Terms and Conditions. The Beneficiaries shall have the benefit of this undertaking and in entering into this contract the Company, to the extent of this provision, does so not only on its own behalf but also as agent or trustee for the Beneficiaries, who shall to the extent of this clause only be or be deemed to be parties to this contract.

18. Jurisdiction

These Terms and Conditions shall be subject to the Laws of the Republic of Malta and its Dependencies and the courts of Malta shall have exclusive jurisdiction to decide upon any dispute arising under or in connection with these Terms and Conditions.

19. Forum

Any dispute arising in connection with the Company’s business shall be determined by arbitration in Malta in terms of the Malta Arbitration Act 1996 by a sole arbitrator appointed for that purpose by the parties. Either party may propose to the other the names of one or more arbitrators, one of whom may serve as the sole arbitrator. Should the parties fail to reach an agreement concerning the appointment of the arbitrator within thirty (30) days after receipt by a party of such proposal, the sole arbitrator shall be appointed by the Chairman.

20. Amendment

Any dispute arising in connection with the Company’s business shall be determined by arbitration in Malta in terms of the Malta Arbitration Act 1996 by a sole arbitrator appointed for that purpose by the parties. Either party may propose to the other the names of one or more arbitrators, one of whom may serve as the sole arbitrator. Should the parties fail to reach an agreement concerning the appointment of the arbitrator within thirty (30) days after receipt by a party of such proposal, the sole arbitrator shall be appointed by the Chairman.

The Company reserves the right to amend these Terms and Conditions at any time without notifying the Customer and without any liability thereof. Such amendments will not, of course, apply retrospectively, and will not effect any business transaction which the Company has contracted with the Customer prior to such amendment.

21. Conflict

If there is any conflict between the Terms and Conditions set out herein and any other terms and conditions agreed between the parties, these Terms and Conditions shall prevail unless the Company specifically agrees otherwise in writing.

The Company reserves the right to amend these Terms and Conditions at any time without notifying the Customer and without any liability thereof. Such amendments will not, of course, apply retrospectively, and will not effect any business transaction which the Company has contracted with the Customer prior to such amendment.

22. Miscellaneous

These Terms and Conditions shall apply to all Cargo deposited on a temporary basis at the Company’s Customs Bonds.

The Company reserves the right to amend these Terms and Conditions at any time without notifying the Customer and without any liability thereof. Such amendments will not, of course, apply retrospectively, and will not effect any business transaction which the Company has contracted with the Customer prior to such amendment.