DSV STANDARD TERMS & CONDITIONS 1. Interpretation Below definitions shall apply to Services provided by or on behalf of DSV to the Customer: 'Agent' shall mean a person or entity acting on behalf of and for the account of any third party. 'Agreement' shall mean the mutual understanding between the Customer and DSV regarding the provision of Services, including these Conditions and, to the extent applicable, the documents issued by or on behalf of DSV referenced in clause 2.2 and any negotiated and signed agreements between the Customer and DSV referenced in clause 2.3 below. 'Ancillary Services' shall mean services which are secondary to the primary Consultancy, Transport or Logistics Services. 'Authority' shall mean a duly constituted legal or administrative person or entity, acting within its legal powers and exercising jurisdiction within any nation, state, municipality, port or airport. ‘Brexit Trigger Event’ shall mean any of the following events occurring in respect of Services relating to shipments to or from the United Kingdom at any time after the United Kingdom ceases to be a Member State of the European Union: a. a substantial adverse impact on DSV’s ability to perform the Services in accordance with the Agreement and the law; b. an increase in the costs incurred by DSV in performing any part of the Services of at least 5% (five percent) since the Prices were last agreed; c. the Prices of any part of the Services are at least 5% lower than the market value for such Services. Save as expressly provided herein, a Brexit Trigger Event shall not terminate or alter (or give any party a right to terminate or alter) this Agreement, or invalidate any of its terms or discharge or excuse performance under it. 'Cargo Insurance' shall mean all risk insurance coverage of transported or stored items. 'Conditions’ shall mean these DSV Standard Terms & Conditions. 'Container' shall mean any container, flexi tank, trailer, transportable tank, flat, pallet or any article of transport used to carry or consolidate goods and any equipment of or connected thereto. 'Consultancy Services' shall mean consulting or advisory services related to transport or logistics without engaging in or arranging of the physical movement or handling of Goods. Such services can be related, but are not limited to, cost analysis of supply chains, optimization of transport or logistics setups. 'Customer' shall mean the person or entity at whose request or on whose behalf DSV provides Services. 'Customs Services' shall mean any aspect related to provision of customs services in respect of the transported, stored or handled Goods such as, but not limited to, clearance, storage in bonded warehouses, issuance of documents etc. performed on behalf of the Customer. 'Dangerous Goods' shall mean items or goods which are or may become of a dangerous, inflammable, radio-active or damaging nature and items or goods likely to harbour or encourage vermin or other pests. 'Direct Representative' shall mean a representative for customs purposes acting on behalf and in the name of the importer/exporter, such that the representative (DSV) shall not in any way be liable for any customs duties, excises, taxes, fines penalties and interest due in connection with the imported or exported goods. 'DSV' shall mean the contracting DSV entity (including, as applicable, any affiliate and/or subsidiary of DSV Panalpina A/S) which performs or arranges the performance of the Services for the Customer as requested in any given order/service request. 'Goods' shall mean any item(s) and/or property handled by DSV during provision of Services for or on behalf of the Customer. ‘Indirect Representative’ shall mean a representative for customs purposes acting in a capacity such that the representative (DSV) becomes jointly and/or severally liable for any customs duties, excises, taxes, fines penalties and/or interest due in connection with the imported or exported goods. 'Instructions' shall mean a statement of the Customer’s specific requirements. 'Owner' if different from the Customer, shall mean the owner, shipper and consignee of the Goods and any other person who is or may become interested in the Goods and anyone acting on their behalf. 'Person' shall mean persons or any corporate body or bodies. 'Prices' shall mean the remuneration for the Services rendered by DSV as agreed between the Parties, including by acceptance by the Customer of a quotation issued by DSV and/or as set out in a pricing schedule, rate card or similar document annexed or attached to, or referenced within the Agreement. 'Principal' shall mean a person or entity acting in own name and for own account. 'Registered office' shall mean the address where DSV is incorporated and registered. 'Services' shall mean the Ancillary Services, Consultancy Services, Customs Services, Transport Services and/or Warehousing Services provided by DSV to the Customer and all matters necessarily related to the provision of the Services as well as those ancillary to the provision of the Services. ‘SDR’ means a Special Drawing Right as defined by the International Monetary Fund. 'Transport Services' shall mean freight forwarding and/or carriage services rendered by DSV in connection with the physical movement of Goods by air, sea, rail or road or any combination thereof, including temporary storage during transport such as hubbing, cross docking etc. where such temporary storage is an integrated part of the movement of Goods ‘Warehousing Services’ shall mean all activities such as but not limited to unloading, acceptance, storage, delivery, stock control, order handling, order picking, preparing for shipment, loading, invoicing, assembling, labelling, exchange, control of information and ancillary services with regard to Goods, that have been agreed between the Customer and DSV separate from any Transport Services. Version 0.13 – November 2019 2. Application 2.1. Save as specified in the below clauses 2.2 – 2.3, all Services whether gratuitous or not are performed by DSV subject to these Conditions. 2.2. Where a document is issued by or on behalf of DSV and bears the title of, or includes the words, 'bill of lading' (whether or not negotiable), or sea or air 'waybill' and provides that DSV contracts as carrier, the provisions set out in that document, if inconsistent with these Conditions, shall be paramount and prevail over these Conditions to the extent that such provisions are inconsistent, but no further. 2.3. If DSV and the Customer have both signed a specially negotiated agreement including but not limited to generally accepted freight forwarding terms and conditions as are customarily applicable to the Service, then these Conditions shall continue to apply, but such negotiated agreement shall be paramount and prevail in so far as its terms are inconsistent with these Conditions. 3. Obligations and warranties of Customer 3.1. The Customer warrants that it is either the Owner or the authorized Agent of the Owner of the Goods and that it is authorized to accept and accepts these Conditions, not only for itself, but also as Agent for and on behalf of the Owner. 3.2. The Customer and any Person acting on the Customer's behalf shall give DSV lawful, sufficient and executable Instructions, as well as all necessary details and documentation for DSV to perform the Services including, but not limited to licenses, description and particulars of the Goods and their nature and classification, stock keeping unit information, transhipment method, storage and transport conditions in respect of temperature and humidity, etc. The Customer guarantees the correctness and completeness of such details and documentation. 3.3. The Customer warrants that the Goods are properly packed, classified, sealed, labelled, addressed and overall air-, road- and sea-worthy condition, except where DSV has accepted, in writing, responsibility in respect of packaging and/or labelling. 3.4. The Customer warrants that it shall adhere to applicable legislation in relation to its performance of the Agreement and conduct its business in an ethical and legal manner at all times. 4. Rights and obligations of DSV 4.1. Unless otherwise agreed in writing, DSV shall be entitled to enter into contracts on behalf of itself and without notice to the Customer: a) for the carriage of Goods by any route, means or person, b) for the carriage of Goods of any description, whether containerized or not, on or under the deck of any vessel, c) for the storage, packing, transshipment, loading, unloading or handling of Goods by any person at any place whether on shore or afloat and for any length of time, d) for the carriage or storage of Goods in containers or with other goods of whatever nature, e) for the performance of its own obligations, and to do such acts as DSV reasonably considers may be necessary or incidental to the performance of DSV’s obligations. 4.2. DSV shall be entitled (without incurring any additional liability), but shall be under no obligation, to depart from the Customer’s instructions in any respect if DSV reasonably considers there is a good reason to do so in the Customer’s interest. 4.3. DSV may at any time comply with the orders or recommendations given by any Authority. The responsibility and liability of DSV in respect of the Goods shall cease on the delivery or other disposition of the Goods in accordance with such orders or recommendations. 4.4. If at any time DSV reasonably considers that the carriage of the Goods should not be undertaken or continued or only continued after effecting any necessary incidental measures or incurring additional expense or risk, in case of including but limited to applicable export controls regulations, DSV shall be entitled to: a) abandon the carriage of such Goods or to effect such additional incidental measures and/or incur such additional expense, as may be reasonably necessary in order to enable the carriage to be effected or further effected; and b) be reimbursed by the Customer for the cost of all such additional incidental measures and/or all such additional expense incurred. 4.5. Where DSV (or any person whose services DSV makes use of) is entitled to call upon the Customer or Owner to take delivery of the Goods at a designated time and place and delivery of the Goods, or any part thereof, is not taken by the Customer or Owner at the designated time and place; DSV (or such other person) shall be entitled to store the Goods in the open or under cover at the sole risk and expense of the Customer. 4.6. DSV shall have the right to enforce against the Owner and the Customer jointly and severally any liability of the Customer under these Conditions or to recover from them any sums to be paid by the Customer which upon demand have not been paid. 4.7. DSV will perform all Services in accordance with the DSV Code of Conduct 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 behavior and applies to all DSV Group entities and employees, including managers and executive officers. The Customer shall conduct its business in an ethical and legal manner. Customer and Owner understand and accept that DSV shall not be liable for loss, damage or delay of Goods or breach of contract caused by DSV’s adherence to the DSV Code of Conduct. 5. Special instructions, goods and services 5.1. The Customer’s responsibility for correct information 5.1.1. The Customer shall be deemed to have guaranteed to DSV the accuracy, at the time the Goods were taking in charge by DSV, of the description of the Goods including but not limited to its marks, number, quantity and weight as furnished by the Customer, and the Customer shall defend, indemnify and hold harmless DSV against all loss, damage and expenses arising or resulting from inaccuracies in or inadequacy of such particulars. For Goods shipped in Containers the weight furnished by the Customer must comply with the Safety Of Life At Sea (SOLAS) Verified Gross Mass regulations, unless otherwise agreed in writing with DSV. 5.2. Dangerous goods 5.2.1. Unless agreed in writing, the Customer shall not deliver to DSV, or cause DSV to deal with or handle Dangerous Goods.
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