5.2.2. If the Customer is in breach of Clause 5.2.1: a) the Customer shall be liable for all loss or damage whatsoever caused by or to or in connection with the Goods howsoever arising; b) the Customer shall defend, indemnify and hold harmless DSV against all penalties, claims, damages, costs and expenses whatsoever arising in connection therewith; and c) DSV (or any other person in whose custody the Goods may be in at the relevant time) may, at DSV’s sole discretion, have the Goods destroyed or otherwise dealt with. For the purposes of this sub-clause, notice is not required to be given to any person of the intention to destroy or otherwise deal with the Goods. 5.3. Temperature regulated goods 5.3.1. Unless agreed in writing, the Customer shall not deliver to DSV, or cause DSV to deal with or handle any Goods which require temperature control without previously giving written notice of their nature and the particular temperature range to be maintained. In case of a temperature-controlled Container stuffed by or on behalf of the Customer, the Customer further undertakes that: a) the Container has been properly pre-cooled or pre-heated as appropriate; b) the Goods have been properly pre-cooled or pre-heated and properly stuffed in the Container; and c) the Container’s thermostatic controls have been properly set by the Customer. 5.3.2. If the requirements of Clause 5.3.1 are not complied with, DSV shall not be liable for any loss of or damage to the Goods whatsoever caused by such non-compliance. 5.4. Declarations 5.4.1. Unless agreed in writing, DSV shall not be obliged to make any declaration for the purposes of any statute, convention or contract as to the nature or value of any Goods or as to any special interest in delivery or to make any declaration as to specific stowage requirements of any Goods. 5.5. Cash-On-Delivery/Cash-Against-Documents 5.5.1. Unless agreed in writing DSV does not undertake to deliver or release Goods against payment or against surrender of a particular document. Should DSV accept to deliver or release Goods against payment or against surrender of a particular document, DSV will be liable for the exercise of reasonable diligence and care only. DSV’s liability shall, subject to the provisions of Section 11 below, be limited in respect of a failure to exercise reasonable diligence and care in the delivery and/or release of Goods against payment or against surrender of a particular document, to an absolute maximum of the invoice value of the Goods at the time when DSV received the Goods into its custody. 5.6. Time guarantee 5.6.1. Unless agreed expressly in writing that the Goods shall depart/be collected by or arrive/be delivered by a particular date or time, DSV accepts no responsibility for departure/collection or arrival/delivery dates or times of Goods. ETA (Estimated Time or Arrival), ETD (Estimate Time of Departure) or any other similar estimated or indicative times/dates shall not be construed as a time guarantee on the part of DSV. 5.7. Customs Clearance 5.7.1. DSV will only perform Customs Services as a Direct Representative. The Customer accepts that it shall bear ultimate responsibility for the payment of all customs duties, excises, taxes, fines penalties and/or interest due in connection with the import and/or export of the Goods and shall indemnify and hold DSV harmless against any liability (individual and/or joint and several) for the same that DSV or any Person acting on DSV’s behalf may incur, as well as any costs or expenses (including reasonable legal fees and costs) associated with the defense against such liability. 5.7.2. DSV will only act as an Indirect Representative for the Customer if the Customer has provided DSV with adequate security against any potential liability of DSV for any customs duties, excises, taxes, fines penalties and/or interest due in connection with the import and/or export of Goods, such as bank guarantee or parent company guarantee. DSV may at any time cease any Customs Services if DSV in its absolute discretion deems the provided security to be inadequate. 5.8. Export Controls 5.8.1. The Customer shall ensure that the Goods are legally exported or imported to or from the origin or destination in respect of the applicable export control legislation. 5.8.2. The Customer shall furthermore perform all necessary denied party screenings of the commercial parties involved and ensure that the Goods and/or any involved party to the trade are not subject to restrictions, embargoes or other legal limitations. It is the obligation of the Customer to timely obtain and provide to DSV all necessary import, export, transit and/or (re)transfer licenses related to the Goods. 5.8.3. DSV may decline to perform Services due to issues of export control if DSV reasonably deems (i) the origin, destination or country of transit to be a restricted or embargoed country, (ii) the goods to be a restricted commodity; (iii) any of the involved parties to the trade to be a denied or excluded party; or (iv) the licenses obtained and/or provided by the Customer to be incorrect, insufficient or incomplete. 5.8.4. DSV will adhere to all applicable laws and licenses in relation to export controls when performing Services which may involve restricted or embargoed countries, restricted or embargoed commodities or denied parties. 5.8.5. The Customer shall indemnify DSV for all costs, charges, fines, penalties and legal fees arising from or in connection with the Services due to the Customer’s negligence, wilful misconduct, or failure to comply with its obligations under this Clause 5.8. 5.8.6. DSV will not be liable for delays caused by inspections conducted by or on behalf of DSV with the aim of investigating possible violations of export control rules. 6. Subcontractors 6.1. DSV is entitled to subcontract/engage servants, subcontractors and/or agents to perform any part of the Services on its behalf at any time. 6.2. The Customer undertakes that no claim will be made against any servant, subcontractor or agent of DSV which imposes or attempts to impose upon any of them any liability whatsoever in connection with the Goods. If any such claim is nevertheless made, the Customer undertakes to indemnify DSV against all consequences thereof. 6.3. Without prejudice to Clause 6.2, every servant, subcontractor or agent of DSV shall have the benefit of all provisions herein as if such provisions were expressly for their benefit. In entering into this contract, DSV, to the extent of those provisions, does so not only on its behalf, but as agent and trustee for such servants, sub-contractors and agents. 6.4. Without prejudice to the generality of this Clause 6, the indemnity referred to in Clause 6.2, shall cover all claims, costs and demands arising from or in connection with the negligence of DSV, its servants, subcontractors and agents. 7. Payment and payment terms 7.1. The Customer shall pay the Prices as remuneration for the Services. Unless otherwise agreed the Prices shall be valid for 3 (three) months from their entry into effect. At any time following expiration of the validity of any Prices, DSV may review them and notify the Customer of any changes to the Prices, which shall become immediately effective upon such notification. Version 0.13 – November 2019 7.2. Unless otherwise agreed the Customer shall pay the invoiced amount 30 (thirty) days from the date of DSV’s issuance of the invoice without deduction or deferment on account of any claim, counterclaim or set-off. 7.3. The Prices do not include VAT, customs duties, and other government taxes related to the Goods. These costs and taxes shall be the sole responsibility of the Customer. 7.4. DSV will charge interest in case of late payment. Interest will be levied from the due date of the overdue invoice until payment is made in full. If no legislation applies regarding interests for late payment DSV may charge 1.5% (one point five percent) per commenced month from the due date of the overdue invoice. DSV shall furthermore be allowed to charge the Customer a dunning fee of EUR 10.00 for up to three payment reminders on overdue payments. Charges of interests and dunning fees shall be in accordance with applicable law. In addition, if the Customer performs late payments on 2 (two) or more continuous occasions, DSV shall be entitled to charge a fixed compensation of 6 % (six percent) of the amounts due under these 2 (two) or more delayed payment invoices from the Customer for administration and other costs resulting from the default in timely payment. 7.5. If any outlays and/or expenses in relation hereto are made by DSV on behalf of the Customer related to VAT, duties, taxes or any other charges including but not limited to Customs then these outlays and/or expenses shall be paid by the Customer immediately on demand of DSV. 7.6. DSV may charge the Customer for additional direct or indirect costs such as but not limited to waiting time, demurrage, additional or unexpected storage or handling redirection of goods during transit or failed attempts of pick-up or delivery of Goods not attributable to DSV. 7.7. If DSV is instructed to collect freight, duties, charges or other expenses from any person other than the Customer, the Customer shall remain responsible for these amounts; and shall pay these amounts to DSV on demand where these amounts have become due and have not been paid by such other person. 7.8. DSV and/or its affiliates reserve the right at any time to take out debtor insurance on the Customer and/or its affiliates covering any amounts that might become due from the Customer and/or its affiliates to DSV in connection with the Agreement and/or the Services. 8. Lien 8.1. Unless otherwise agreed DSV shall have a particular and general lien on all Customers’ Goods in DSV’s possession or control. The Customer shall not pledge rights of surety, lien or any other type of security related to such Goods to a third party without DSV’s prior written consent. 8.2. Where any sum due to DSV from the Customer or Owner remains unpaid, DSV, on giving 28 (twentyeight) days’ notice in writing to the Customer, shall be entitled (without liability to the Customer and Owner) to sell or dispose of such Goods or documents by public auction or by private treaty at the risk and expense of the Customer and Owner and to apply the proceeds of any such sale or disposal in or towards the payment of the sums due. 9. Insurance 9.1. DSV will take out liability insurances, as may be required by law or as is the common practice in DSV’s trade or business. 9.2. Unless specifically agreed in writing DSV will not take out Cargo Insurance on the transported, handled or stored Goods. As DSV’s liability is limited in accordance with Section 11 of these Conditions, DSV encourages the Customer to take out Cargo Insurance to cover the Goods during transport, handling and storage. 10. General indemnities 10.1. Subject to the provisions of Section 11 below, DSV shall indemnify, hold harmless, and at the Customer’s request, defend the Customer, its officers, directors and employees, against claims by any third party due to the negligence, gross negligence or wilful misconduct by DSV causing damage to the third party’s property or injury or death of the third party. If the Customer wishes to exercise this right the Customer must promptly notify DSV about the claim. 10.2. The Customer and Owner, both being jointly and severally liable, shall each indemnify, hold harmless, and at DSV’s request, defend DSV, its officers, directors and employees, against claims by any third party due to the breach of this Agreement, negligence, gross negligence or wilful misconduct by the Customer and/or Owner or any Person acting on their behalf causing loss or damage to the third party’s property or injury or death of the third party in connection with this Agreement. If DSV wishes to exercise this right DSV must promptly notify the Customer about the claim. 10.3. Moreover, the Customer and Owner, both being jointly and severally liable, shall each defend, indemnify and hold harmless DSV against liability, loss, damage, delay, costs and expenses arising from or in connection with: a) the Customer’s and/or Owner’s negligence or wilful misconduct; b) the nature or inherent vice of the Goods, other than to the extent caused by DSV’s negligence; c) duties, taxes, imposts, levies, deposits and outlays levied by any Authority in respect of the Goods and/or Container, and for all liabilities, payments, fines, costs, expenses, loss and damage sustained by DSV in connection therewith, unless caused by DSV’s negligence; d) DSV acting in accordance with the Customer’s or Owner’s instructions; e) a breach of warranty stipulated in Clauses 3.1-3.4 or obligation by the Customer or arising from the negligence of the Customer or Owner; or f) any other Person relying on the advice and information, in whatever form it may be given, provided by DSV for the Customer only. 10.4. The Customer and Owner shall be jointly and severally liable for the loss, damage, contamination, soiling, detention or demurrage before, during and after the Carriage due to negligence or wilful misconduct of the Customer or Owner of property of: a) DSV (including, but not limited to, Containers); b) DSV’s servants, subcontractors or agents; c) independent contractors engaged by DSV for performance of part or all of the Services; d) any Person; or e) any vessel caused by the Customer or Owner or any person acting on behalf of either of them or for which the Customer is otherwise responsible. 11. Liability 11.1. DSV shall be liable for loss, damage or delay of the Goods occurring from the time that the Goods are taken into DSV’s charge until the time of delivery only to the extend such loss, damage or delay is caused by DSV’s negligence or wilful misconduct. 11.2. Regardless of Clause 11.1 DSV shall not be liable for loss, damage or delay arising from the special risks inherent in one or more of the following: a) the act or omission of the Customer or Owner or any person acting on their behalf; b) compliance with the instructions given to DSV by the Customer, Owner or any other person entitled to give them;
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