WAREHOUSING AND LOGISTICS SERVICES STANDARD TRADING TERMS AND CONDITIONS between the Customer and DSV Contract Logistics (Pty) Ltd DSV Park Gauteng, 16 Serengeti Boulevard, Witfontein X89 Johannesburg, Gauteng, 1620 Registration No.: 1996/002517/07 | VAT No.: 4830158897 | Tel. No.: +27 10 248 0000 Complete document digitally via personalised DSV AdobeSign email sent. Otherwise complete document in black ink and ensure original signed document is returned to your DSV Contract Logistics (Pty) Ltd. The following are the standard trading terms and conditions of DSV Contract Logistics (Pty) Ltd, with 4. Rights and Obligations of DSV registered office at DSV Park Gauteng, 16 Serengeti Boulevard, Witfontein X89, Johannesburg, Gauteng, 4.1 DSV will obtain the necessary commercial licenses and permits for DSV to perform the Services. South Africa ( “DSV” ). 4.2 DSV will provide suitable equipment to perform the Services as agreed between the Parties and will It is specifically recorded that where the Parties enter into a warehousing and distribution services perform the Services in accordance with applicable legislation and industry standards. agreement then these standard trading terms and conditions will be replaced in their entirety by the terms 4.3 DSV shall, upon receipt, perform a visual inspection of the Goods intended for storage, transport or and conditions of the warehousing and distribution services agreement (including its annexures) with effect handling in relation to visible damages and overall fitness for Services. DSV will furthermore check from the commencement date specified in such warehousing and distribution services agreement. whether the quantity of Goods received matches the figures shown in the enclosed documents and will notify the Customer of any discrepancies found in the enclosed documents. DSV is not 1. Definitions obliged to open any crates, boxes or packages for the purpose of verifying whether their content These definitions apply to these Trading Terms and Conditions and the Agreement as mutually is consistent with the quantity and/or quality indicated in the specification, unless the Customer agreed between DSV and the Customer. and DSV agree otherwise in writing. DSV will be released from liability for shortages and damage to “Affected Personnel” shall mean the Customers employees, being those employees involved Goods on original pallets or in original manufacturer shipper/case discovered at a later date (e.g. in the picking process). in rendering the service relating to the Customer’s function(s) which is now, in terms of the agreement, to be provided by DSV and which Service constitutes transfer of a going concern as 4.4 In the event of visible damage to or delay upon arrival of the Goods, DSV will inform the Customer contemplated by Section 197 of the Labour Relations Act. as soon as it will be reasonably possible. “Affiliate” shall mean a legal entity that is either (a) directly or indirectly owning or controlling 4.5 DSV is entitled, without prior notice, to refuse to transport, store or otherwise handle dangerous the Party, or (b) under the same direct or indirect ownership or control as the Party, or (c) directly and/or improperly packed Goods if, in the reasonable opinion of DSV, the Customer’s Goods or indirectly controlled by the Party for so long as such ownership or control lasts. Ownership or constitute a danger to other goods, property, life or health. control shall exist through direct or indirect ownership of 50% (fifty percent) or more of the nominal 4.6 Only with the prior approval of DSV, which shall not be unreasonably withheld, may the Customer, value of the issued equity share capital or of 50% (fifty percent) or more of the shares entitling at an agreed time and subject to any reasonable health, safety and security conditions established the holders to vote for the election of the members of the board of directors or other managing by DSV, gain access to the Facility where the Products are stored. authority. Each DSV Affiliate is liable only for its own acts and omissions. 4.7 DSV shall, during the term of the Agreement keep an appropriate stock bookkeeping. If there is any The “Agreement” shall mean the mutually negotiated and signed Agreement between the Customer and DSV regarding the provision of Services which details the pertinent provisions discrepancy between DSV’s data and the Customer’s data in respect to the stock held by DSV, DSV’s data will be considered to be correct unless the Customer can provide evidence to the contrary. together with these Trading Terms and Conditions and any Annexures thereto. 4.8 DSV undertakes to keep proper records in respect of the services in compliance with generally “Business Day” shall mean a calendar day except Saturdays, Sundays and public holidays in the jurisdictions where the Services are provided. accepted business practice. The Customer shall be entitled to reasonable access to such records upon reasonable notice to DSV. “Conditions” shall mean these DSV Standard Trading Terms and Conditions. “Customer” shall mean any person at whose request or on whose behalf DSV provides any Services. 5. “Goods” shall mean any item stored, transported or handled by DSV (or any third party engaged by DSV to perform any part of the Services on its behalf) during the term of the Agreement for or on behalf of the Customer. “Logistics Services” shall mean the planning, organization, plan administration and arrangement for the transportation of goods. “LRA” shall mean the Labour Relations Act, 66 of 1995, as amended. Investments In order to perform its obligations under the Agreement, DSV may make necessary investments in handling equipment, racking, installations, hardware and software equipment and implementation costs. In the course of cooperation the investment amount may be changed, subject to agreement in writing of the Parties. These investments will be charged to the Customer directly or will otherwise be amortized by DSV as agreed in writing between the Parties, starting on the Effective Date of the Agreement or as otherwise agreed between the Parties, subject to the provisions of Clause 7.5 below. “Parties” shall mean DSV and the Customer and individually “Party”. “Price(s)” shall mean the remuneration for the Services rendered by DSV as agreed between the 6. Parties. “Services” shall mean Warehousing, distribution (if applicable) and/or Logistics Services. “S197” or “Section 197” shall mean the Transfer of contract(s) of employment of the Customer to DSV where applicable. Business Ethics DSV will conduct the Services in accordance with the DSV Code of Conduct as applicable at the time of the performance of Services. The DSV Code of Conduct is based on the values of DSV and signifies DSV’s intentions regarding ethical business behaviour and applies to all DSV Group entities and employees, including managers and executive officers. “ ag T r r e a e n d sf b e y r t ” hsehpalal rmtieeasnththaet struacnhsfterarnosffearpcaortnsotfittuhteebsuastinraensssfaenrdotfhaatgiotiinsgspcoecnicfiecranllyasancdonirtreemvopclaatbeldy 7. Term and Termination by Section 197 of the Labour Relations Act. 7.1 The Agreement begins on [enter date] (the “Effective Date” ) and ends on [enter date] (the “Transfer Date” shall mean the date on which the Affected Personnel are lawfully transferred by “Expiration Date” ), unless terminated in accordance with the below terms and conditions. Either Party may renew this Agreement at any time prior to the Expiration Date by the giving of written the Customer. notice to the other Party. Any renewal will be on the same terms and conditions as stipulated herein “Warehousing Services” shall mean all activities such as but not limited to unloading, acceptance, excluding the Prices which will be adjusted as set forth in clause 9 below. storage, delivery, stock control, order handling, order picking, preparing for shipment, loading, 7.2 DSV may terminate the Services for convenience with 60 (sixty) days’ prior written notice. invoicing, kitting, kimbling, labelling, exchange, control of information and ancillary services with regard to Goods, as set out in Annex 1 or agreed in writing by the Parties from time to time. 7.3 Either Party may terminate the Services with cause with immediate effect by written notice to the other Party if the other Party is declared bankrupt, is deemed to be insolvent, is put into liquidation 2. Undertaking 2.1 Each Party undertakes that: or business rescue or is deregistered. 7.4 In case of material breach, the Parties shall be entitled to terminate the Services as follows: a) Signing and performance in accordance with these Conditions and the Agreement shall not constitute a violation of applicable legislation, or of any judgment, order or decree of any court or governmental; and a) If the breach is remediable, the non-breaching Party shall be entitled to require the defaulting Party to remedy the breach, at its own account and risk, within a stated reasonable period of fourteen (14) Business Days from receipt of a written notification. b) Such Party has the authority to sign these Conditions and the Agreement, and such Agreement b) If the breach is not remediable, or if the defaulting Party has not remedied the breach within is executed by duly authorised representatives of a Party, and once duly executed will constitute the stated reasonable period of time, the non-breaching Party shall be entitled to terminate a legal, valid and binding obligation; and the Services by providing a further thirty (30) calendar days’ notice in writing to the defaulting Party. c) Such Party will perform its duties and obligations under these Conditions and the Agreement (including the Services) in compliance with the applicable legislation codes or standards of 7.5 Except as otherwise set forth herein, upon termination of the Services neither Party will be under government agencies or authorities. any further obligations to the other Party, excepting payments on amount owed. Notwithstanding the foregoing, termination of the Services will not relieve either Party of any obligation incurred or 2.2 The Customer appoints DSV as its exclusive provider / non-exclusive provider of the Services. right accrued prior to the effective date of termination. 2.3 The Services shall be rendered at the warehouse facilities (the “Facility” ) as agreed between 7.6 In the event of termination by either Party for any reason, except DSV’s material breach, the the Parties. The Customer has inspected and approved the Facility for the purpose of Services Customer shall reimburse to DSV: (amongst others with respect to safety, security, fire protection and storage climate conditions). Notwithstanding the foregoing, DSV will have the right to relocate and store the Goods in other a) the unamortized or otherwise unreimbursed amount, as of the effective date of termination, of warehouse facilities after consultation and written notification to the Customer sixty (60) days any investments referenced in Clause 5 above; before actual planned relocation. For the avoidance of doubt, should DSV so decide to relocate b) any amounts which shall be payable by DSV, in accordance with the applicable leasing the Goods to new warehouse facilities, such new warehouse facilities shall henceforth be included agreements, in respect of any equipment leased for use in the provision of the Services, for the within the definition of “Facility” as used in this Agreement and the Conditions. balance of the remaining lease period(s) for such equipment, not exceeding the Expiration Date of an Agreement; 3. Rights and Obligations of the Customer 3.1 The Customer shall provide DSV with all necessary information and documentation for DSV to perform the Services, and the Customer guarantees the correctness and completeness of such c) any amounts payable by DSV in connection with labour/personnel transfer or severance costs and/or termination of temporary worker contracts due to the termination of services prior to its Expiration Date; and information and documentation. d) where the Facility is leased by DSV and more than 50% (fifty per centum) dedicated to the 3.2 The Customer shall prepare and make the Goods available for the Services correctly packaged, classified, sealed, labelled and/or addressed. Furthermore, the Customer warrants that it complies performance of the Services, or the Parties have agreed to certain dedicated space within the Facility, any amounts (including any rent and additional costs) incurred by DSV related thereto. with all statutory and other requirements in respect of the Goods. 7.7 In the event of termination by either Party for any reason and moneys are due by the Customer, 3.3 The Customer agrees that it will not ship any hazardous Goods to DSV for storage or handling in the Facility without giving DSV written notice prior to delivery to a Facility of the following: (i) the commercial and scientific name(s) of the hazardous Goods; (ii) specific product information necessary or helpful for DSV to comply with the storage, reporting, record keeping, employee DSV shall have the right to a General Warehouseman’s Lien and/or General Lien under applicable law over all Goods in the Facility or in its possession that DSV may exercise in any such manner as permitted by law. DSV reserves the right to require security / advance payment of all amounts due to it prior to release/shipment of Goods. training, notification and similar requirements of the laws and regulations applicable to hazardous Goods; (iii) all other product information relevant to the safe and proper handling of such hazardous 8. Service Failure Escalation Process Goods and to their storage, and compatibility with, other Goods in the Facility; and (iv) such other 8.1 If DSV fails to achieve a mutually agreed KPI for three (3) consecutive months due to the negligence information pertaining to Goods that DSV reasonably requires in order to store, handle or transport or fault of DSV, then DSV will promptly put in place a detailed corrective action plan to bring this KPI the hazardous Goods, including, but not limited to, MSDS (Material Safety Data) sheets. back to the agreed service level. Version August 2025 | O-SO-ZAKMP005-CT-9595 Initials / Signature: . Page 1 of 3 | www.dsv.com/en-za/
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