FULL STANDARD TRADING AND OPERATING CONDITIONS

FALK ALLIANCE CARGO L.L.C.

THE CUSTOMER’S ATTENTION IS SPECIFICALLY DRAWN TO THE CLAUSES HEREOF WHICH EXCLUDE OR LIMIT THE COMPANY’S LIABILITY, THOSE WHICH REQUIRE THE CUSTOMER TO INDEMNIFY THE COMPANY, THOSE WHICH PERMIT THE COMPANY TO DISPOSE OF GOODS, AND THOSE WHICH GRANT THE COMPANY A GENERAL LIEN AND RIGHT OF SALE.

 

ARTICLE 1: DEFINITIONS AND INTERPRETATION

In these Conditions, unless the context otherwise requires:

“Company” means Falk Alliance Cargo L.L.C., its subsidiaries, affiliates, branches, representatives, employees, directors, and authorized agents operating under the laws and trade licenses of the United Arab Emirates.

“Customer” means any person, firm, corporation, legal entity, Merchant, shipper, consignor, consignee, holder of transport documents, owner of Goods, or any party requesting, instructing, contracting for, or benefiting from the services of the Company.

“Goods” means the whole or any part of cargo, merchandise, container(s), packaging, pallet(s), transport unit(s), live animals, dangerous goods, perishable cargo, or any property handled by or on behalf of the Company.

“Subcontractor” means any third party engaged directly or indirectly by the Company including ocean carriers, airlines, road carriers, rail operators, warehouse operators, customs brokers, port operators, terminal operators, handling agents, security providers, IT service providers, or any independent contractor.

“SDR” means Special Drawing Rights as defined by the International Monetary Fund.

“Merchant” includes the Customer, consignor, consignee, shipper, receiver, owner of the Goods, holder of any transport document, and any party having legal or beneficial interest in the Goods.

 

ARTICLE 2: APPLICATION OF CONDITIONS

2.1 All services provided by the Company are subject exclusively to these Standard Trading and Operating Conditions (“Conditions”).

2.2 These Conditions supersede all prior oral or written representations, understandings, agreements, or conditions unless expressly agreed in writing by a duly authorized Managing Director of the Company.

2.3 Any terms proposed by the Customer which are inconsistent with these Conditions shall be void and of no effect unless expressly accepted in writing by the Company.

2.4 These Conditions apply to all quotations, bookings, transport arrangements, customs services, warehousing services, and ancillary logistics services performed by or on behalf of the Company.

 

ARTICLE 3: COMPANY’S CAPACITY AND ROLE

3.1 Unless otherwise expressly agreed in writing, the Company acts solely as a freight forwarder, logistics intermediary, and arranging agent.

3.2 The Company may engage Subcontractors on such terms as those parties may require, including terms limiting or excluding liability.

3.3 The Company is authorized to enter into contracts with Subcontractors either in its own name or on behalf of the Customer.

3.4 The Customer acknowledges that transport, handling, customs clearance, storage, and related services may be performed by independent third parties over whom the Company exercises limited operational control.

3.5 The Company shall not be liable for acts, omissions, insolvency, negligence, delay, default, or misconduct of any Subcontractor, carrier, port authority, customs authority, governmental agency, or third party, provided reasonable care was exercised in the selection of such parties.

3.6 Where the Company is determined by any court, tribunal, or authority to have acted as principal contractor, contractual carrier, multimodal transport operator, bailee, warehouseman, or otherwise than solely as agent, all exclusions, defenses, indemnities, and limitations of liability contained herein shall continue to apply in full.

3.7 All services are arranged subject to availability of equipment, vessel space, aircraft space, customs approvals, operational conditions, and governmental requirements.

 

ARTICLE 4: CUSTOMER WARRANTIES AND OBLIGATIONS

4.1 The Customer warrants the accuracy and completeness of all information, documents, cargo descriptions, values, weights, dimensions, HS Codes, origin declarations, licenses, permits, and certificates supplied to the Company.

4.2 The Customer warrants that the Goods are properly packed, secured, labeled, marked, palletized, and prepared for transportation and handling.

4.3 The Customer shall comply with all applicable laws, customs regulations, sanctions laws, export control laws, and transport regulations of all relevant jurisdictions.

4.4 The Customer warrants that the Goods do not violate any applicable sanctions, embargoes, anti-boycott laws, anti-corruption laws, or prohibited trade restrictions.

4.5 The Customer remains solely responsible for:

• customs classifications,
• valuation declarations,
• country of origin declarations,
• import/export permits,
• product compliance,
• VAT/tax declarations,
• dual-use goods compliance,
• sanctions compliance.

4.6 For ocean freight shipments, the Customer shall provide Verified Gross Mass (VGM) declarations in accordance with SOLAS requirements within the prescribed timelines.

4.7 The Company provides no warranty regarding customs treatment, duty assessments, tax treatment, tariff classifications, inspections, or governmental approvals.

 

ARTICLE 5: DANGEROUS, PERISHABLE, HIGH-VALUE, AND RESTRICTED GOODS

5.1 The Customer shall not tender Dangerous Goods, lithium batteries, hazardous materials, explosives, chemicals, restricted commodities, temperature-sensitive cargo, pharmaceuticals, luxury goods, cash equivalents, jewelry, or other high-risk cargo without prior written approval of the Company.

5.2 The Customer shall provide all legally required declarations, MSDS documents, transport emergency cards, certifications, labels, and packaging.

5.3 The Customer shall indemnify the Company against all fines, penalties, claims, environmental liabilities, cleanup costs, emergency response costs, cargo disposal costs, vessel/aircraft damages, carrier penalties, and governmental actions arising from undeclared or improperly declared cargo.

5.4 If any Goods are deemed by the Company or any authority to present a risk to life, property, transport equipment, public safety, or the environment, the Company may without notice:

• destroy,
• abandon,
• discharge,
• quarantine,
• neutralize,
• store,
• dispose of,
  or otherwise render such Goods harmless at the Customer’s sole risk and expense without compensation.

 

ARTICLE 6: CUSTOMS CLEARANCE AND REGULATORY MATTERS

6.1 Customs clearance services are provided solely as agent for and on behalf of the Customer.

6.2 The Customer shall indemnify and hold harmless the Company against:

• customs penalties,
• inspections,
• confiscations,
• seizure orders,
• reassessments,
• storage charges,
• demurrage,
• detention,
• taxes,
• duties,
• VAT claims,
• administrative penalties,
• legal costs,
  arising directly or indirectly from inaccurate or incomplete documentation or regulatory non-compliance.

6.3 The Company shall not be liable for delays, inspections, examinations, seizures, confiscations, holds, or actions taken by customs authorities, port authorities, governmental agencies, or regulatory bodies.

 

ARTICLE 7: PAYMENT TERMS

7.1 All invoices are payable strictly without deduction, set-off, withholding, or counterclaim within fourteen (14) calendar days from invoice date unless otherwise agreed in writing.

7.2 The Company may require advance payment, security deposits, or immediate settlement at its sole discretion.

7.3 Duties, taxes, VAT, demurrage, detention, port charges, terminal handling charges, storage charges, and governmental fees must be paid immediately upon demand.

7.4 The Company shall not be obliged to advance funds or incur expenses on behalf of the Customer.

7.5 Overdue amounts shall bear interest at 12% per annum or the maximum lawful rate permitted under UAE law, whichever is lower.

7.6 The Customer shall reimburse all legal fees, collection costs, recovery expenses, and administrative costs incurred by the Company in recovering unpaid sums.

 

ARTICLE 8: GENERAL LIEN AND RIGHT OF SALE

8.1 The Company shall have a general and particular lien over all Goods, cargo, transport documents, funds, and property in its possession or control for all sums owed by the Customer under any transaction whatsoever.

8.2 The Company may refuse delivery or release of Goods until all outstanding sums, charges, storage costs, legal costs, and accrued interest are fully paid.

8.3 The Company may store the Goods at the Customer’s sole risk and expense.

8.4 If payment remains outstanding for thirty (30) days following written notice, the Company may, to the maximum extent permitted by applicable UAE law, sell, auction, destroy, or otherwise dispose of the Goods without further notice.

8.5 The Customer shall remain liable for any shortfall remaining after application of sale proceeds.

 

ARTICLE 9: ABANDONED OR UNCLAIMED CARGO

9.1 Goods remaining uncollected for more than thirty (30) days may be deemed abandoned.

9.2 The Company may store, dispose of, abandon, or sell abandoned cargo at the Customer’s sole risk and expense.

9.3 Refrigerated cargo, perishable cargo, and temperature-sensitive cargo may be disposed of immediately where necessary to avoid deterioration, safety risks, or storage losses.

 

ARTICLE 10: INSURANCE

10.1 The Company does not provide cargo insurance unless expressly agreed in writing.

10.2 The Customer is solely responsible for obtaining adequate cargo insurance coverage.

10.3 Any insurance arranged by the Company shall be subject strictly to the terms, conditions, exclusions, and limitations of the relevant insurer.

10.4 The Company shall not be liable for failure of insurers to honor claims.

 

ARTICLE 11: CYBER, ELECTRONIC DATA, AND COMMUNICATION RISKS

11.1 The Customer acknowledges that electronic communications, online customs systems, EDI transmissions, and digital platforms involve inherent risks including:

• hacking,
• cyber-attacks,
• phishing,
• ransomware,
• email fraud,
• unauthorized access,
• system outages,
• data corruption,
• transmission failures.

11.2 The Company shall not be liable for losses arising from:

• fraudulent payment instructions,
• intercepted communications,
• altered banking details,
• customs system outages,
• software failures,
• IT interruptions,
• or electronic transmission errors.

11.3 The Customer is responsible for independently verifying all payment instructions and banking details before transferring funds.

 

ARTICLE 12: TRANSIT TIMES AND OPERATIONAL DELAYS

12.1 Transit times, schedules, ETAs, sailing dates, flight schedules, delivery estimates, and operational timelines are estimates only and are not guaranteed.

12.2 The Company shall not be liable for:

• delays,
• rolled cargo,
• missed connections,
• vessel omissions,
• airline offloads,
• port congestion,
• customs holds,
• labor shortages,
• equipment shortages,
• detention,
• demurrage,
• terminal delays,
• or force majeure events.

12.3 The Company shall not be liable for indirect or consequential losses resulting from delay under any circumstances.

 

ARTICLE 13: COMPREHENSIVE LIMITATION OF LIABILITY

13.1 To the fullest extent permitted by applicable law, the Company’s total liability for any claim whatsoever arising from any service provided shall not exceed the lowest of:

(a) the actual proven value of the Goods lost or damaged;

(b) the applicable liability limitation under any international convention, national law, or subcontracted carrier terms;

(c) 2 SDR per kilogram of gross weight of affected Goods; or

(d) AED 10,000 per shipment, transaction, or occurrence.

13.2 The aggregate liability of the Company arising from any single occurrence, series of connected occurrences, or transaction shall under no circumstances exceed AED 50,000 in total.

13.3 The Company shall under no circumstances be liable for:

• loss of profit,
• loss of revenue,
• loss of market,
• loss of contracts,
• loss of business opportunity,
• production stoppage,
• currency fluctuations,
• consequential damages,
• indirect damages,
• punitive damages,
• special damages.

13.4 The Company shall not be liable for:

• theft unless caused by proven gross negligence,
• latent defects,
• inherent vice,
• improper packing,
• temperature variation,
• rust,
• condensation,
• mold,
• infestation,
• evaporation,
• electronic data loss,
• cyber incidents,
• governmental action,
• or force majeure events.

13.5 All defenses, exclusions, indemnities, and limitations of liability available to the Company shall also apply to its employees, directors, agents, affiliates, and Subcontractors (“Himalaya Clause”).

 

ARTICLE 14: CLAIMS PROCEDURE AND TIME BAR

14.1 Notice of apparent loss or damage must be given in writing immediately upon delivery.

14.2 Notice of concealed loss or damage must be given within three (3) calendar days of delivery.

14.3 Any legal proceedings against the Company must be commenced within nine (9) months from:

• the date of delivery,
• the date the Goods should have been delivered,
• or the date services were completed.

14.4 Failure to comply strictly with these procedures shall completely bar and extinguish all claims against the Company.

 

ARTICLE 15: FORCE MAJEURE

The Company shall not be liable for any failure, interruption, or delay caused directly or indirectly by events beyond its reasonable control, including but not limited to:

• war,
• terrorism,
• riots,
• civil unrest,
• strikes,
• labor disputes,
• port congestion,
• pandemics,
• cyber-attacks,
• governmental restrictions,
• sanctions,
• embargoes,
• natural disasters,
• customs system outages,
• electricity failures,
• transportation disruptions,
• or acts of God.

 

ARTICLE 16: SANCTIONS AND COMPLIANCE

16.1 The Customer warrants that neither the Customer nor the Goods are subject to any sanctions, embargoes, denied party restrictions, or trade prohibitions imposed by:

• the UAE,
• United Nations,
• European Union,
• United States OFAC,
• United Kingdom,
  or any other competent authority.

16.2 The Company reserves the right to refuse, suspend, inspect, or terminate any transaction which may expose the Company to sanctions, regulatory, reputational, or compliance risks.

16.3 The Customer shall indemnify the Company against all liabilities arising from sanctions breaches or compliance violations connected to the Customer or Goods.

 

ARTICLE 17: SEVERABILITY

If any provision of these Conditions is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain fully valid and enforceable.

 

ARTICLE 18: GOVERNING LAW AND JURISDICTION

18.1 These Conditions and all non-contractual obligations arising herefrom shall be governed exclusively by the laws of the Emirate of Dubai and the Federal Laws of the United Arab Emirates.

18.2 Any dispute arising out of or in connection with the Company’s services shall be subject exclusively to the jurisdiction of the competent Courts of Dubai, UAE.

18.3 The Company shall nevertheless retain the right to initiate recovery proceedings or protective actions in any jurisdiction where the Customer or Goods may be located.