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JP LOGISTICS SDN. BHD.

(Company No: 412976-U)

(A wholly-owned subsidiary of Johor Port Berhad)

STANDARD TERMS &

CONDITIONS

OF

BUSINESS (2ND EDITION)

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JPLOGISTICS SDN. BHD. 9412976-U)

(A wholly subsidiary of Johor Port Berhad)

c/o Johor Port Berhad, P.O. Box 151

81707 Pasir Gudang, Johor, Malaysia

Tel:+607-2535888 Fax: +6072519786

Email:jplsb@jplogistics.com.my

www.jplogistics.com.my

30 August 2016

All rights reserved. No part of this publication may be

reproduced without prior permission of JP Logistics

Sdn. Bhd.

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TABLE OF CONTENTS

PART I: STANDING OFFER & APPLICATION; DEFINITIONS, SAVINGS,

CONSTRUCTION; TRADING TERMS AND APPLICABLE LAWS 7

1.0 GENERAL PROVISION 7

2.0 APPLICATION BY STANDING OFFER 9

3.0 APPLICATION OF THESE CONDITIONS 10

4.0 ACCEPTANCE AND SEVERANCE PROVISION 11

5.0 CUMULATIVE REMEDIES 12

6.0 APPLICABLE TRADING TERMS, ISO AND OSHA STANDARDS 12

7.0 APPLICABLE LAWS AND OTHER MALAYSIAN LAWS IN FORCE 13

8.0 DEFINITIONS 14

9.0 CONSTRUCTION AND SAVINGS 23

10.0 CONDUCT OF BUSINESS 24

11.0 WAIVER 25

PART II: NOTICE, CREATION OF THE CONTRACT, OTHER CONTRACTUAL AND COMMERCIAL ARRANGEMENTS 26

12.0 NOTICE AND WHEN IT IS DEEMED TO HAVE BEEN RECEIVED BY THE RECEIVING PARTY 26

13.0 OTHER FORMS OF CONTRACTUAL/COMMERCIAL ARRANGEMENTS AND STANDARD CONDITIONS FOR THE RESPECTIVE SERVICES 28

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PART III: SERVICES PERFORMED BY JPLOGISTICS AS AGENT AND PRINCIPAL. RESPONSIBILITIES AND LIABILITIES UNDER JPLOGISTICS’ RESPECTIVE SERVICES 29

14.0 JPLOGISTICS’ ROLE 29

15.0 JPLOGISTICS AS AGENT 30

16.0 JPLOGISTICS AS PRINCIPAL 30

17.0 JPLOGISTICS AS THE HAULIER AND OR TRANSPORTER OF GOODS 31

18.0 JPLOGISTICS AS THE NON-VESSEL OPERATING COMMON CARRIER 32

19.0 JPLOGISTICS AS THE FREIGHT FORWARDER 32

20.0 JPLOGISTICS AS THE INTERNATIONAL MULTIMODAL TRANSPORT OPERATOR 33

21.0 JPLOGISTICS AS THE PROVIDER OF WAREHOUSING AND STORAGE SERVICE 34

22.0 JPLOGISTICS AS THE PROVIDER OF SHIPPING AGENCY SERVICES 34

23.0 JPLOGISTICS AS THE PROVIDER OF CHARTERING SERVICES 35

24.0 JPLOGISTICS AS THE PROVIDER OF CUSTOMS BROKERAGE SERVICES 36

25.0 JPLOGISTICS AS THE PROVIDER OF COURIER SERVICES 36

26.0 JPLOGISTICS AS THE PROVIDER OF BUNKERING SERVICES 36

27.0 JPLOGISTICS AS THE PROVIDER OF AIRFREIGHT SERVICES 37

28.0 JPLOGISTICS PROVIDING SHIP CHANDLING SERVICES 37

PART IV: CUSTOMER’S INTRUCTIONS AND OBLIGATIONS 38

29.0 CUSTOMER’S INTRUCTIONS, GOODS AND SERVICES 38

30.0 OBLIGATIONS OF CUSTOMER 38

31.0 CUSTOMER’S WARRANTIES AND INDEMNITIES 40

PART V: JPLOGISTICS’ LIABILITIES AND DISCLAIMERS 42

32.0 EXCLUSIONS 42

33.0 LIMITATION OF LIABILITY 47

34.0 NOTICE OF LOSS AND TIME BAR 51

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PART VI: INSURANCE 52

35.0 INSURANCE 52

PART VII: CHARGES AND TARIFFS, CHARGES FOR CANCELLATION, SECURITY DEPOSIT, REMEDY FOR NON-PAYMENT, DETENTION, DEMURRAGE, UNDERCHARGE, UNBILLED AND OVERCHARGE 54

36.0 CHARGES AND TARIFFS 54

37.0 CANCELLATION OF THE SERVICES 58

38.0 PROVISION OF SECURITY DEPOSIT 59

39.0 REMEDY FOR NON-PAYMENT 60

40.0 UNDERCHARGED AND UNBILLED CHARGES 64

41.0 OVERCHARGE 64

42.0 DEMURRAGE / STORAGE / DETENTION CHARGES DUE TO SHIPPING LINE AND PORT / TERMINAL 65

43.0 DETENTION CHARGE DUE TO JPLOGISTICS, TRUCK / EQUIPMENT / WAGOR OR ANY OPERATOR 70

PART VIII: CARRIAGE AND DELIVERY OF GOODS BY ROAD, RAIL AND SEA, WAREHOUSING, RIGHT TO SELL, LIEN, BOTH TO BLAME CLAUSE & GENERAL AVERAGE 73

44.0 CARRIAGE AND DELIVERY OF GOODS BY ROAD 73

45.0 CARRIAGE AND DELIVERY BY RAIL 73

46.0 CARRIAGE AND DELIVERY OF GOODS BY CROSS-BORDER SHIPMENT 74

47.0 CARRIAGE OF GOODS BY SEA 74

48.0 TERMINATION OF PERFORMANCE OF THE SERVICES DUE TO HINDRANCE, RISKS, ETC 75

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PART IX: HANDLING OF DANGEROUS AND OBNOXIOUS GOODS 76

49.0 DANGEROUS GOODS AND HOT WORKS, ETC 76

50.0 PERMIT-TO-WORK 79

51.0 OBNOXIOUS GOODS 80

PART X: MISCELLANEOUS 81

52.0 MISCELLANEOUS 81

53.0 TERMINATION FOR URGENT REASONS 84

54.0 JOINT SURVEY FOR CLAIMS 85

55.0 ENTIRE AGREEMENT 86

APPENDICES

APPENDIX 1: PARTICULAR CONDITIONS FOR HAULAGE SERVICES 87

APPENDIX 1A: JPLOGISTICS’ PARTICULAR CONDITIONS FOR TRANSPORTATION OF CONVENTIONAL GOODS 120

APPENDIX 2: PARTICULAR CONDITIONS FOR NON-VESSEL OPERATING COMMON CARRIER SERVICES 128

APPENDIX 3: PARTICULAR CONDITIONS FOR FREIGHT FORWADERS’ 151

APPENDIX 4: MULTIMODAL TRANSPORT CONDITIONS 165

APPENDIX 5: PARTICULAR CONDITIONS FOR WAREHOUSING 188

APPENDIX 6: PARTICULAR CONDITIONS FOR SHIPPING AGENCY SERVICES 210

APPENDIX 7: PARTICULAR CONDITIONS FOR CUSTOMS BROKERAGE SERVICES 240

APPENDIX 8: PARTICULAR CONDITIONS FOR PROVISION OF COURIER SERVICES 252

APPENDIX 9: PARTICULAR CONDITIONS FOR BUNKERING SERVICES 261

APPENDIX 10: PARTICULAR CONDITIONS FOR INTERNATIONAL AIR FREIGHT

SERVICES 277

APPENDIX 11: PARTICULAR CONDITIONS FOR SHIP CHANDLING SERVICES 291

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PART I:

STANDING OFFER & APPLICATION;

DEFINITIONS, SAVINGS, CONSTRUCTION;

TRADING TERMS AND APPLICABLE LAWS.

1. GENERAL PROVISIONS

1.1 These Standard Terms and Conditions of Business shall also be

referred to as “these Conditions”, and contain limitations or

exclusions of liability on the part of JP Logistics Sdn. Bhd.

(“JPLogistics”). JPLogistics considers it reasonable to limit

its liability and to share risks with the Customer in the

manner set out in these Conditions.

1.2 These Conditions consist of the Common Conditions

applicable generally to all the Services provided by

JPLogistics, and Particular Conditions and definitions in the

Relevant APPENDIX applicable specifically to each of the

Services enumerated in Part III, under:

(a) Paragraph 17.1 on Haulier Services with Particular

Conditions stated in APPENDIX ‘1’;

(b) Paragraph 17.2 on Transportation Services with

Particular Conditions stated in APPENDIX ‘1A’;

(c) Paragraph 18 on the Non-Vessel Operating Common

Carrier with Particular Conditions stated in

APPENDIX ‘2’;

(d) Paragraph 19 on Freight Forwarder services with

Particular Conditions stated in APPENDIX ‘3’;

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(e) Paragraph 20 on International Multimodal Transport

Services with Particular Conditions stated in

APPENDIX ‘4’;

(f) Paragraph 21 on Warehousing and Storage Services

with Particular Conditions stated in APPENDIX ‘5’;

(g) Paragraph 22 on Shipping Agency Services with

Particular Conditions stated in APPENDIX ‘6’;

(h) Paragraph 23 on Chartering Services with Particular

Conditions which shall be identical to the

requirements of the specific Charter Party that

JPLogistics signs with the ship owner or the bill of

lading issued by the ship owner and or any

conditions as may be modified by JPLogistics;

(i) Paragraph 24 on Customs Brokerage Services with

Particular Conditions stated in APPENDIX ‘7’;

(j) Paragraph 25 on Courier Services with Particular

Conditions stated in APPENDIX ‘8’;

(k) Paragraph 26 on Bunkering Services with Particular

Conditions stated in APPENDIX ‘9’;

(l) Paragraph 27 on Airfreight Services with Particular

Conditions stated in APPENDIX ‘10’; and

(m) Paragraph 28 on Ship Chandling Services with

Particular Conditions stated in APPENDIX ‘11’.

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1.4 In the event of a conflict between the Common Conditions

and the Particular Conditions stated in the Relevant

APPENDIX for the respective Services, or the Charter Party,

the bill of lading and other conditions as may be added by

JPLogistics for the Chartering Services, the Particular

Conditions, shall prevail.

2. APPLICATION BY STANDING OFFER

2.1 These Conditions, as notified in the JP Logistics Sdn. Bhd.’s

(hereinafter referred to as “JPLogistics”) website or through

hard copies distributed by JPLogistics to the Customer and

or its servants or agents in any manner deemed appropriate

by JPLogistics, shall constitute a STANDING OFFER upon

which JPLogistics makes its Services as herein defined

available to the Customers.

2.2 The STANDING OFFER shall be deemed to be accepted either

upon:

(a) Receipt of written notification/application from the

Customer to JPLogistics of the intention to use

and/or engage the Services at the Business Premises

as provided or made available by JPLogistics,

OR

(b) The Customer transacting the Business with

JPLogistics in any manner whatsoever as given in

Paragraph 3.

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3. APPLICATION OF THESE CONDITIONS

3.1 When Conditions Shall Apply.

3.1.1 These Conditions shall apply immediately on the

Customer:-

I. upon his acceptance of the STANDING OFFER or his

transacting the Business with JPLogistics ; or

II. when the Customer submits a request for Services

for a particular consignment or submits any other

documents as agreed and accepted by JPLogistics,

and shall end after the completion of the Services

and after all the Charges and Tariffs in respect of

the Services or other charges due to JPLogistics or

payable by the Customer under the relevant laws,

have been paid by the Customer to JPLogistics; or

III. upon the creation of any written Contract between

JPLogistics and the Customer under Paragraph 14

herein; or

IV. upon JPLogistics’ written confirmation and

acceptance of the Customer’s written instructions

by postal or facsimile transmission or electronic mail

or by any online system accepted and implemented

by the Parties, for the appointment of JPLogistics as

the agent for the Customer.

3.1.2 No agent or employee of JPLogistics is permitted to alter

or vary these Conditions in any way unless he or she is

expressly authorized to do so by JPLogistics.

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4. ACCEPTANCE AND SEVERANCE PROVISION

4.1 Acceptance shall be deemed to create a distinct contract

(hereinafter referred to as “the Contract”) in respect of each

Paragraph herein. If the whole or any part of any paragraph

of these Conditions shall be or become illegal, invalid or

unenforceable for any reason whatsoever (including by reason

of any statutory provision or by reason of any decision of any

Court or any other body or authority having jurisdiction over

JPLogistics and the Customer or the Business), such whole or

part of such paragraph shall be deemed to be deleted from

these Conditions and shall not affect any other paragraphs.

4.2 Acceptance of Goods

4.2.1 Unless otherwise provided in these Conditions and any

Relevant APPENDIX in these Conditions, JPLogistics is not

a common carrier and reserves the right to refuse to

carry the Goods without reason and accepts the Goods for

Carriage only in accordance with these Conditions.

4.2.2 Goods shall only be accepted by JPLogistics for the

purpose of rendering the Services, on condition that:-

I. If the person delivering the Goods to JPLogistics is

not the Customer, the Customer warrants that

delivery of the Goods and the signing of the

requisite delivery and other documents on behalf of

the Customer, constitutes acceptance of these

Conditions by the Customer; and

II. Where the Customer is not the owner of the Goods,

the Customer warrants his authority to act as agent

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of the owner for all purposes in connection with the

Services rendered for the Goods by JPLogistics.

5. CUMULATIVE REMEDIES

5.1 The rights and remedies given to JPLogistics under these

Conditions shall be cumulative remedies and shall not

prejudice any other rights or remedies of JPLogistics as

contained in these Conditions or at law or the right of action

or other remedy of JPLogistics under any other contract

between JPLogistics and the Customer for the recovery of any

sums due to JPLogistics from the Customer or in respect of

any antecedent breach of these Conditions by the Customer.

5.2 SURVIVAL OF OBLIGATIONS

Notwithstanding the complete performance of these

Conditions or the termination of the Services arising from

these Conditions insofar as it relates to the Customer, these

Conditions shall remain in full force and effect between

JPLogistics and the Customer insofar as such terms and

conditions in these Conditions shall remain unfulfilled or

relevant.

6.0 APPLICABLE TRADING TERMS, ISO AND OSHA STANDARDS

6.1 The other applicable trading terms as herein defined, shall

operate to complement these Conditions.

6.2 JPLogistics operates in accordance with the standards

stipulated by the International Organization for

Standardization (ISO) 9001 (Quality) and 14001

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(Environment) and ensures the Customer of its compliance

with such international standards’ specifications for services

and systems, to safeguard the quality, safety and efficiency

in its Services.

6.3 In addition, JPLogistics operates in accordance with the

standards of OHSAS 18001 and the requirements under the

Occupational Health and Safety Act 1994 as regulated by the

Department of Occupational Health and Safety in Malaysia,

and requires the Customer to comply with such standards in

order to secure the safety, health and welfare of persons at

work; to protect others against risks to safety and health in

connection with the activities of persons at work and to

promote an occupational environment adaptable to the

persons’ physiological and psychological needs.

7. APPLICABLE LAWS AND OTHER MALAYSIAN LAWS IN FORCE

7.1 Unless otherwise expressed in the Particular Conditions of the

Relevant Appendix or in the Charter Party or the bill of

lading, these Conditions shall be interpreted and construed in

accordance with and governed by the applicable laws of

Malaysia which are defined herein, so as to also include any

legislation and or conventions adopted or ratified and

incorporated into the laws of Malaysia, including its

subsequent amendments or enactments, if any and all parties

to these Conditions shall submit all their disputes in

connection with the contract entered under these Conditions,

to the jurisdiction of the Malaysian courts.

7.2 Any claim or dispute arising out of or in connection with the

Services shall only be commenced in Malaysia where

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JPLogistics has its Principal place of business and shall be

decided according to the applicable laws. Where the action

against JPLogistics commenced at any place outside Malaysia,

the application of Malaysian law and or any applicable

international conventions, shall be mandatory unless

otherwise expressed in the Relevant Appendix, the Charter

Party or the bill of lading.

8. DEFINITIONS

8.1 The following definitions shall be for general application

only. If the definitions for words or phrases appearing in

the Particular Conditions in the Relevant Appendix, the

Charter Party or the bill of lading as defined in this

Paragraph, conflict with the definitions as stated in the

Common Conditions under this Paragraph, the definitions

in the Particular Conditions in the Relevant Appendix, the

Charter Party or the bill of lading as defined herein or

any conditions modified by JPLogistics for the Particular

Conditions, shall prevail.

8.2 For the purpose of general application, the following

words and expressions shall unless the context otherwise

requires, have the common and general meanings

ascribed to in the Common Conditions:

‘applicable

laws’

means among others, the following laws in force

in Malaysia and the international conventions

adopted and ratified by Malaysia:

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i. the Road Transport Act 1987;

ii. laws regulating any license

requirements to be issued by the

Government of Malaysia or its

relevant authorities, which regulate

the operations and the Services;

iii. the Carriage of Goods by Sea Act 1950

(for Peninsular Malaysia);

iv. the Merchant Shipping

(Implementation of Conventions

relating to Carriage of Goods by Sea

and to Liability of Ship owners and

Other Regulations, 1960 (for

Sarawak);

v. the Merchant Shipping (Applied

Subsidiary) Regulations 1961 (for

Sabah);

vi. the Convention for the Unification of

Certain Rules Relating to International

Carriage by Air signed at Warsaw on

12 October 1929 ( known as the

Warsaw Convention) and its

subsequent amendments as shall be

applicable;

vii. International Air Transport Association

(IATA) Dangerous Goods regulations;

ix. International Maritime Dangerous

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Goods(IMDG) Code or any other laws,

by-laws or regulations in force in

Malaysia;

x. International Ships and Port Facilities

Security Code (ISPS);

xi. Railway Act 1991;

xii. Free Zones Act 1990;

xiii. United Nations Convention on

International Multimodal Transport of

Goods (Geneva, 24 May 1980);

xiv. York Antwerp Rules 2004;

xv. Occupational Health and Safety Act

1994;

xvi. Convention for the Unification of

Certain Rules relating to Bills of Lading,

dated at Brussels, August 25, 1924 as

revised

xvii. Any other international laws applicable

in the jurisdiction where the

international trade is carried out and

where the Services are rendered; and

xviii. any other relevant national laws,

statutory requirements and

international conventions ratified and

adopted by Malaysia.

‘Authority’ or means a duly constituted legal or administrative

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“authorities” person, acting within its legal powers and

exercising jurisdiction within any nation, state,

municipality, ports and airports, free zones,

customs and includes a railway authority;

‘bill of lading’ means either the bill of lading issued by:

i. the ship owner as a common carrier; or

ii. JPLogistics under Paragraph 18.1 and

APPENDIX ‘2’, in its capacity as the Non-

vessel operating common carrier

(‘NVOCC’);

upon receiving the Goods from shipper after

they have undergone the necessary customs

formalities.

In all instances, the bill of lading which is issued

to the shipper or the exporter, is a negotiable

document.

Under Paragraph 18.1., the shipper may be an

exporter or the shipper who delivers goods to

the NVOCC.

‘Business’ means the provision of the Services as herein

defined by JPLogistics to the Customer by

electronic means or any written notification for

the provision of the Services provided at the

Customer’s request or transacted with or

without a formal contract document in

satisfaction of the conditions for the

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acceptance of the Standing Offer stated in

Paragraph 3 herein.

‘Business Day’ means for the purpose of issuance of notices

and making remittances or accepting payments

in relation to the Business, any day (other than

a Saturday, Sunday or any week end days

gazetted by the Johor State or public holiday in

Malaysia) on which clearing banks in Kuala

Lumpur and Johor Bahru, are generally open for

business;

‘Business

premises’

means JPLogistics premises and shall include

JPLogistics’ places, warehouses, open yards and

land vested, managed, administered, occupied

or operated by JPLogistics anywhere in

Peninsular Malaysia, Sabah and Sarawak where

JPLogistics carries out its Business.

‘Goods’ is used interchangeably with ‘Cargo’ and

includes goods, valuables and or cash-in-

transit, wares edible or non-edible,

construction, procurement, commissioning,

repairs, retro-fitting, maintenance parts,

equipment, merchandise, articles of any kind,

any legally recognized articles or materials and

any container either supplied or not supplied by

or on behalf of JPLogistics, or any goods or

consignment within the definition of the

Particular Conditions in the Relevant Appendix

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herein or any part thereof, in respect of which

JPLogistics provides the Services;

‘GST’ means Goods and Service Tax or value-added

tax or charge as imposed by the Government of

Malaysia under the Goods and Service Tax Act

2014 on the sale of all goods and services within

the country, except certain essentials as may be

determined by the Government of Malaysia. It

also refers to GST or its equivalent imposed in

any jurisdiction where the Services are

rendered in respect of the Goods.

‘Hague Rules’ means the provisions of the International

Convention for the Unification of certain Rules

Relating to Bills of Lading signed at Brussels on

25th August 1924 as incorporated into the

Carriage of Goods by Sea Act 1950 (for

Peninsular Malaysia); Merchant Shipping

(Implementation of Conventions relating to

Carriage of Goods by Sea and to Liability of Ship

owners and Other Regulations, 1960 (Sarawak)

and the Merchant Shipping (Applied Subsidiary)

Regulations 1961 (in Sabah). In the Particular

Conditions, the applicable Carriage of Goods by

Sea Act 1950 shall be referred to as “COGSA”.

‘Instruction(s)’ means a statement of the Customer’s specific

requirement(s) as stated in Paragraph 29.1 in

Part IV herein, which shall be backed by a

letter of authority originating from the

Customer’s Management, or a reputable

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business partner, or a consignor or consignee

dealing with the Customer if he is the principal;

otherwise if he is a shipping agent, a letter of

authority from his principal whether a reputable

ship owner or any recognized and established

business partner, and that such letter of

authority shall in addition be supported by a

letter of appointment or any similar document

from such principal or party which shall

authenticate, confirm and or empower the

Customer to transact the Business with

JPLogistics for the Services.

‘JPLogistics’ means JP Logistics Sdn Bhd, a company

incorporated under the laws of Malaysia and

having its business address at L2.3, 1st Floor,

Wisma Kontena Building, 81700 Pasir Gudang,

Johor Darul Ta’zim, carrying on the Services in

its own name or under any business names;

‘KTMB’ means Keretapi Tanah Melayu Berhad (or its

successors and assigns) who conduct(s) its

freight business through the KTM Freight

services division. It deals with containerized

freight services, conventional freight services,

international freight services and the land

bridge service across international borders. Its

functions and operations are governed by the

Railways Act 1991.

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‘other trading

terms’

means any trading or commercial terms

published by the respective Associations or the

International Chamber of Commerce, which are

referred by JPLogistics for guidance only and

applied in the Particular Conditions in the

Relevant APPENDIX herein with such

modifications as may be deemed appropriate by

JPLogistics:

i. Association of Malaysian Hauliers

Conditions of Carriage 1st January

2010;

ii. the Federation of Malaysian Freight

Forwarders Standard Trading

Conditions 2013;

iii. Hauliers Association Conditions of

Carriage for Container;

iv. International Chamber of Commerce

publication on Incoterms 2010 as

may be revised from time to time;

and

any other relevant standard trading terms which

may become applicable to the Business from

time to time.

‘person(s)’ includes corporations whether aggregate or

sole.

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‘Services’ is used interchangeably with ‘Business’ and

means any one or any number or all of the

following services:

(i) Haulage or transportation of Goods by

road services undertaken and rendered

by JPLogistics.

(ii) Operation of Non-Vessel Operating

Common Carrier (“NVOCC”) with the

duty for the issuance of bill of lading to

each exporter Customer;

(iii) Freight/Goods Forwarding business for

sea shipment;

(iv) Multimodal Transport Operations and

Services;

(v) Warehousing Services;

(vi) Shipping Agency including provision of

ship husbandry;

(vii) Chartering Services;

(viii) Customs Brokering Services;

(ix) Courier Services;

(x) Bunkering Services;

(xi) Air Freight Services;

(xii) Ship Chandling; and

(xiii) other services relevant to JPLogistics

Business.

‘Sub-

Contractor’

means:

a. any person appointed or engaged by

JPLogistics to arrange or provide the

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Services on behalf of JPLogistics; and

b. any person who is a servant, agent,

employee or sub-contractor of

JPLogistics;

‘Warehousing

Activity’

means storage of Goods, packing, sorting and

labeling, bar-coding, lashing or unlashing,

choking, strapping, bundling or re-bundling,

stuffing or un-stuffing and handling of the

Goods by any person at any place whether

onshore or afloat and for any length of time.

Storage for this purpose may include storage

which are carried out within secured and

bonded warehousing areas and in accordance

with the Particular Conditions for warehousing

as stated in APPENDIX ‘5’.

9. CONSTRUCTION AND SAVINGS

a. In the construction of these Conditions, no Paragraph

of any Condition shall be taken to derogate from the

generality of other Paragraphs.

b. Where the context permits, singular includes the

plural and male gender includes female and neuter

gender. In these Conditions, any reference to more

than one person, shall be construed as a reference to

such persons or any one of them.

c. Reference in the Contract and in these Conditions, to

any statute includes a reference to such statute in

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force from time to time and any regulations or orders

made under such statute.

d. For the purposes required and applicable throughout

these Conditions, any references to any:

i. prescribed statutory forms, written

applications, notices, any other form of

notifications, circulars, orders, shipment

manifests, permissions, advices, forms,

directives, bills of lading, delivery order, etc.;

or

ii. any documents whatsoever similar to those

listed above whether referred to or not in

these Conditions or any communications

required to be in written form or any

documents whatsoever as required or may be

required by JPLogistics to be used in any

transaction relating to the Business;

which is/are to be made by the Customer to

JPLogistics or vice versa in writing or in written form

for any particular transaction with JPLogistics or

circumstances whether expressly stipulated or not by

JPLogistics in these Conditions, may be made by

electronic mail.

10. CONDUCT OF BUSINESS

10.1 The liability of the Customer and JPLogistics under these

Conditions shall be deemed to be superseded only to the

extent required by tort or statute.

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10.2 The Customer is recommended to take professional advice

and to consider its insurance arrangements in order to cover

its responsibilities and liabilities under these Conditions.

11.0 WAIVER

11.1 No failure to exercise and no delay in exercising on the part

of JPLogistics in respect of any rights, remedies or privileges

under these Conditions or the general law shall operate as a

waiver by JPLogistics thereof.

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PART II:

NOTICE, CREATION OF THE CONTRACT,

OTHER CONTRACTUAL AND COMMERCIAL

ARRANGEMENTS

12. NOTICE AND WHEN IT IS DEEMED TO HAVE BEEN RECEIVED

BY THE RECEIVING PARTY

12.1 Unless otherwise provided, every notice, request, demand, or

communication equivalent to notice with respect to the

Services shall be given or made in writing by the Customer to

JPLogistics, or vice versa or posted on the website of

JPLogistics as the case may be.

12.2 Every notice, request, demand or other communication shall

be given or made in writing by registered mail and or by

facsimile and or by e-mail, to the other party and shall be

addressed to the party at its last known address, and it shall

be deemed to have been received:

i. In the case of notice by registered mail, it shall be

seven (7) days after being deposited in the post office;

ii. In case of a notice by facsimile and e-mail mail on the

Business Day the notice was faxed or e-mailed or on

next Business Day following the day upon which it was

duly transmitted;

iii. In the event that notice is posted on the website of

JPLogistics, such parties being the intended

recipients(s) of the notice, it shall be deemed to have

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had immediate notification of the said notice when

such notice is posted.

12.3 JPLogistics may in its absolute discretion where JPLogistics

considers appropriate or conducive to efficiency or

expediency, choose to give any notice to the Customer in

relation to any matter under these Conditions which may

include but not be limited to any amendments or

modifications of these Conditions, by written circulars

addressed to the Customer or any of its authorized

representatives, servants and agents, and generally by

electronic means or facsimile transmission or by posting a

copy of such notices or circulars at the Customer’s business

office or premises or at such places where JPLogistics deems

fit. If the notice is to be served or given outside Malaysia

from which it is sent, it shall be sent by a reputable

international overnight courier, or sent by email to an email

address notified by one Party to the other.

12.4 It shall be understood that this Paragraph 12. relates only the

issuance of notice from one Party to the other, and bears no

connection with the period of notice required for the

issuance of notice by the Customer to JPLogistics relating to

disputes over invoice or claim or the institution of suit which

shall require different periods of notice as may be specified

in the Common Conditions or the Particular Conditions of the

Relevant APPENDIX.

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13.0 OTHER FORMS OF CONTRACTUAL/COMMERCIAL

ARRANGEMENTS AND STANDARD CONDITIONS FOR THE

RESPECTIVE SERVICES

13.1 These Conditions shall not prohibit JPLogistics from entering

into other forms of contractual/commercial arrangements

which may differ from these Conditions and effected through

the following means:

a. A letter of Offer incorporating among other conditions,

the quotation of charges and tariffs from JPLogistics

and a written Acceptance by the Customer, and

b. Any other written contracts concluded formally in

writing or by e-mail between JPLogistics and its

Customer in relation to the Business.

29

PART III:

SERVICES PERFORMED BY JPLOGISTICS AS

AGENT AND AS PRINCIPAL. RESPONSIBILITIES

AND LIABILITIES UNDER JPLOGISTICS’

RESPECTIVE SERVICES.

14. JPLogistics’ Role

14.1 The Services are provided by JPLogistics as an agent except in

the following circumstances when JPLogistics acts as a

principal:

I. When JPLogistics creates a contract with the Customer to

perform any carriage, handling or storage of the Goods,

and that such shall be carried out by JPLogistics itself or its

servants and agents, and the Goods are in the actual

custody and control of JPLogistics; or

II. When prior to the commencement of any carriage of

Goods, the Customer in writing demands from JPLogistics,

particulars of the Services to be rendered; identities of the

persons instructed and authorized by JPLogistics to

perform part or all of the carriage of the Goods and the

Charges and Tariffs applicable, for which JPLogistics

then fails within a period of fourteen (14) days from the

receipt of such demand to give such particulars to the

Customer; or

III. When JPLogistics expressly agrees in writing to act as a

principal; and

30

IV. When JPLogistics is held by a court of law to have acted

as a principal.

15. JPLogistics As Agent

15.1 JPLogistics assumes the role of an agent, when JPLogistics

acts solely on behalf of the Customer in securing the Services

by creating contracts with third parties on behalf of the

Customer so that direct contractual relationships are

established between the Customer and such third parties.

15.2 JPLogistics shall not be liable for the acts and omissions of

such third parties referred to in Paragraph 15.1.

15.3 JPLogistics when acting as an agent has the authority of the

Customer to enter into contracts on the Customer’s behalf and

to do such acts so as to bind the Customer by such contracts

and acts in all respects notwithstanding any departure from the

Customer’s Instructions.

15.4 Except to the extent caused by JPLogistics’ negligence, the

Customer shall defend, indemnify and hold harmless

JPLogistics in respect of all liability, loss, damage, costs or

expenses arising out of any contracts made in the procurement

of the Customer’s requirements.

16. JPLogistics as Principal

16.1 When JPLogistics contracts for the performance of the

Customer’s Instructions and undertakes to follow the

Instruction and performs the Services in its own name to

procure the performance of the Customer’s Instructions, it shall

31

subject to the provisions of these Conditions, be liable for the

loss of or damage to the Goods occurring from the time that

the Goods are taken into its charge until the time of their

delivery.

16.2 Notwithstanding other provisions in these Conditions, if it can

be proven that loss of or damage to the Goods occurred in

the course of performance of the Services, JPLogistics’ liability

shall be determined by the relevant international convention

as ratified, adopted and incorporated under any national law,

the provisions of which:-

I. cannot be altered by any private contract between

JPLogistics and the Customer, to the detriment of the

Customer as the claimant, and

II. would have applied even if the Customer as the

claimant had made a separate and direct contract

with the actual provider, other than JPLogistics for the

particular Services or stage of carriage, where the

loss or damage occurred, and received as evidence

thereof any particular document which is mandatorily

required to be issued, if such international convention

as incorporated under national law, shall apply.

17. JPLOGISTICS AS THE HAULIER AND OR TRANSPORTER

OF GOODS

17.1 As the haulier or the transporter of the Customer’s Goods,

JPLogistics shall act as an agent.

17.2 The Particular Conditions for Haulage Services performed by

JPLogistics shall be subject to APPENDIX ‘1’ while the

32

Particular Conditions for transportation of Goods shall be

subject to the Particular Conditions in APPENDIX ‘1 A’, as

may be respectively revised from time to time,.

18. JPLOGISTICS AS THE NON-VESSEL OPERATING COMMON

CARRIER

18.1 As a Non-Vessel Operating Common Carrier (‘NVOCC’),

JPLogistics acts as a shipment consolidator, who does not

own any vessel, but functions as a carrier of the Goods by

issuing its own bill of lading as defined in Paragraph 8.

Subject to the Particular Conditions specified in APPENDIX

‘2’ which shall hereinafter be referred to as the ‘bill of

lading’, which is a contract of carriage for which JPLogistics

shall assume responsibility for the shipments.

18.2 JPLogistics acts as its own principal and is thus legally

responsible for the carriage of Goods, their physical loss or

damage subject to the Particular Conditions of the bill of

lading as specified in APPENDIX ‘2’.

19. JPLOGISTICS AS THE FREIGHT FORWARDER

19.1 As a Freight Forwarder, JPLogistics does not act as a carrier

but as an agent acting on behalf of the owner of the Goods to

facilitate the passage of the Goods from the point of origin to

the point of destination and linking of modes by combining

contracts.

19.2 JPLogistics may contract to pick one, or some or all of the

Goods, load it and or them on board a vessel, then make

33

arrangements for another carrier to pick the Goods at the

port and be responsible for all documentation, or do any one

or some and or all of these Services of the Freight Forwarder

in accordance with the Instructions of the Customer as stated

in Paragraph 29 of Part IV herein. JPLogistics shall not be

liable for any damage or loss sustained while the Goods are in

transit.

19.3 The Particular Conditions for Freight Forwarder Services

rendered by JPLogistics shall be subject to the Particular

Conditions in APPENDIX ‘3’.

20. JPLOGISTICS AS THE INTERNATIONAL MULTIMODAL

TRANSPORT OPERATOR

20.1 As an international multimodal transport operator,

JPLogistics is responsible for the movement of the Goods by a

combination of conveyances, other than wholly or partially by

sea, and where the contract of carriage is based on such

terms, shall mean “door-to-door shipments” where

JPLogistics as the contracting carrier undertakes delivery of

the Goods until the final destination, which is other than a

port, as contained in the bill of lading or waybill in the case

of transportation by air.

20.2 JPLogistics on its own behalf or through another person

acting on its behalf or on behalf of the Consignor or of the

carriers participating in the multimodal transport operations,

assumes responsibility for the performance of the contract by

undertaking the role of a principal.

34

20.3 The Particular Conditions for the international multimodal

transport Services are specified in APPENDIX ‘4’.

21. JPLOGISTICS AS THE PROVIDER OF WAREHOUSING AND

STORAGE SERVICES

21.1 JPLogistics as the agent to the Customer, provides

Warehousing and Storage Services subject to the Particular

Conditions specified in APPENDIX ‘5’ herein.

22. JPLOGISTICS AS THE PROVIDER OF SHIPPING AGENCY

SERVICES.

22.1 The Shipping Agency Services provided by JPLogistics shall be

subject to the Particular Conditions specified in APPENDIX

‘6’.

35

23. JPLOGISTICS AS THE PROVIDER OF CHARTERING SERVICES

23.1 In the course of engaging in sea transportation (also known as

a contract of affreightment) and delivery of Goods from a

port or a point of loading to a port or a point of discharge or

vice versa within Malaysia; or from a port of loading in one

country to a port of discharge in Malaysia or vice versa, by

sea, which may entail subsequent transportation and delivery

by road and or rail at JPLogistics’ option, JPLogistics may be

required in a contract signed with the Customer, to charter

an entire safe vessel which may include a barge if sea

transportation is within Malaysia, to transport the Goods in

accordance with a Shipping Instruction issued by the

Customer.

23.2 JPLogistics shall have the right under the contract to request

from the Customer, a written notice period for shipment

suitable for the handling and transportation of containers

and for bulk or break bulk Goods, as well as stipulate loading

and other terms, including shipment schedules and plans for

vessel arrival and or transshipment, vessel nomination and

notice of changes to vessel nomination, shipping schedule,

cargo slots in the vessel and others, subject to Particular

Conditions which shall be identical to the requirements of the

specific Charter Party that JPLogistics signs with the ship

owner. The Particular Conditions of the said contract may

vary depending among others on the types of Goods for

carriage requiring the form of Charter Party appropriate to

the nature of cargo, period of charter and mode of

chartering, and with due regard to the capability of the port

or point of discharge or port or point of loading and the

36

availability of facilities and equipment at the port or point of

discharge or loading.

23.3 Where the carriage of Goods is of less than full cargo capacity

requiring the use of part of the vessel rather than the entire

vessel, the Particular Conditions for carriage shall be

identical to the conditions of the bill of lading issued by the

ship owner.

24. JPLOGISTICS AS THE PROVIDER OF CUSTOMS BROKERAGE

SERVICES

24.1 The Customs Brokerage Services provided by JPLogistics shall

be subject to the Particular Conditions specified in APPENDIX

‘7’.

25. JPLOGISTICS AS THE PROVIDER OF COURIER SERVICES.

25.1 The Courier Services provided by JPLogistics shall be subject

to the Particular Conditions specified in APPENDIX ‘8’.

26. JPLOGISTICS AS THE PROVIDER OF BUNKERING SERVICES.

26.1 The Bunkering Services provided by JPLogistics shall be

subject to the Particular Conditions specified in APPENDIX

‘9’.

37

27. JPLOGISTICS AS THE PROVIDER OF AIRFREIGHT SERVICES.

27.1 The Airfreight Services provided by JPLogistics shall be

subject to the Particular Conditions specified in APPENDIX

‘10’.

28. JPLOGISTICS PROVIDING SHIP CHANDLING SERVICES.

28.1 In providing a ship chandler Services, JPLogistics operates as

a retail dealer and specializes in supplies or equipment for

ships, known as ship's stores subject to the Particular

Conditions specified in APPENDIX ‘11’.

38

PART IV:

CUSTOMER’S INSTRUCTIONS AND

OBLIGATIONS

29. CUSTOMER’S INSTRUCTIONS, GOODS AND SERVICES

29.1 JPLogistics shall only act on the Instruction of the Customer

as herein defined in Paragraph 8, in relation to the Business

and the provision of the Services to the Customer.

30. OBLIGATIONS OF CUSTOMER

30.1 The Customer warrants that he is either the owner or the

authorized agent of the owner of the Goods, that he is

authorized to accept these Conditions to enable JPLogistics

to act under Paragraph 29 .1, and to issue the Instruction as

defined in Paragraph 8., not only for himself but also as

agent for and on behalf of the owner of the Goods, and shall

furnish such documentary particulars or evidence of his

credentials and authority at the request of JPLogistics.

30.2 The Customer warrants that he has reasonable knowledge of

matters affecting the conduct of his business and all other

matters relating thereto.

30.3 The Customer shall give sufficient and executable

Instructions to JPLogistics and shall be responsible to disclose

to JPLogistics the commercial terms in respect of the Goods,

that it has entered with the buyer (if the Customer is the

seller of the Goods) or the seller (if the Customer is the buyer

39

of the Goods), which are based on the Incoterms 2010 or its

revised pre-defined international contract terms as published

by the International Chamber of Commerce (“Incoterms”),

applicable on delivery of Goods and sales of Goods that

solely involve transportation by water where the condition of

the Goods can be verified at the point of loading on board

ship, and hence does not apply to container loading.

30.4 The Customer warrants that the description and particulars

of the Goods are complete and accurate.

30.5 The Customer warrants that the Goods are properly packed,

marked, labeled and stowed in a manner appropriate to any

operations or transactions affecting the Goods and the

characteristics of the Goods.

30.6 The Customer shall not tender any explosive Goods or Goods

which are or may become dangerous, inflammable or

radioactive or offensive or damaging in nature either to itself

or other property or persons including firearms, ammunitions

and explosives, Goods so dangerously packed that may

encourage the habitation of other animals, pests, micro-

organisms or fungi or likely to involve detention to itself or

persons or any property, effect hindrance in any manner

whatsoever to the performance of the Contract without first

presenting to JPLogistics a full written description disclosing

the nature of those Goods.

40

30.7 It is the duty of the Customer to ensure that any container

submitted to JPLogistics shall be fit for the purpose it is

required for and JPLogistics shall not be liable for any latent

or apparent defect, unsuitability or defective condition of

the container which could not be reasonably foreseen by any

reasonable haulage operator in the logistics industry.

31. CUSTOMER’S WARRANTIES AND INDEMNITIES

31.1 The Customer warrants:-

i. That it has fully and adequately declared and

described the Goods as to whether the Goods are

prohibited Goods, their nature, weight and

measurements and complied with all applicable laws

and regulations required by the relevant jurisdiction

(including International Air Transport Association

(IATA) Dangerous Goods regulations, Customs, Health

and Environmental authorities’ law and regulations

and the Malaysian Code for the Transport of Dangerous

Goods by Road and Rail and IMDG Code about the

notification, classification, description, labeling,

transportation and packaging of the Goods) and that,

given their nature, the Goods are packed in a proper

way to withstand the ordinary risks of the Services.

ii. The person delivering the Goods to JPLogistics for the

Services shall be authorized to do so and to sign this

contract.

iii. The person delivering the Goods to JPLogistics for the

Services shall either be the owner or the authorized

41

agent of the owner of the Goods who accepts these

Conditions and or the Particular Conditions in the

Relevant APPENDIX for himself and the named

Consignee as well as for any other person for whom

the Customer is acting.

iv. Without prejudice to these Conditions, the Customer

shall indemnify JPLogistics against all consequences

suffered by JPLogistics (including but not limited to

claims, demands, proceedings, fines, penalties,

damages, costs, expenses and loss of or damage to

other properties or Goods) of any error, omission,

misstatement or misrepresentation by the Customer or

other owner of the Goods by any servant or agent of

either of them, insufficient or improper packing,

labeling or improper address stated in the package(s)

of the Goods or by any commission of fraud.

v. By transacting any Business with JPLogistics, the

Customer signifies that the Customer has full

knowledge and has accepted these Conditions as

herein stipulated.

42

PART V:

JPLOGISTICS’ LIABILITIES AND DISCLAIMERS

32. EXCLUSIONS

32.1 Without prejudice to the generality of these Common

Conditions, JPLogistics shall not be liable for any loss or

damage to the Goods if it is found that the Customer has

breached any of these Conditions or any oral or written

promise or undertaking, any cause or events which

JPLogistics could not avoid or be prevented by the

exercise of reasonable care, seizure or forfeiture under

legal process, error, act, omission, misstatement or

misrepresentation by the Customer or other owners of

the Goods or by servants or agents of either of the

Customer or owners, the wrongful act or neglect of the

Customer, inherent liability to wastage in bulk or weight,

latent defect, inherent defect, vice or natural

deterioration of the Goods or contamination of the

Goods, any handling, loading, unloading or storage by the

Customer or its agents, insufficient or improper packing,

insufficient or improper labeling or address stated,

Customer or any Consignee not taking or accepting

delivery within a reasonable time after the Goods have

been tendered.

43

32.2 Except where expressly agreed otherwise between

JPLogistics and the Customer, and notwithstanding

anything to the contrary contained in these Common

Conditions, JPLogistics shall not in any event be liable to

the Customer for matters enumerated in Paragraphs

32.3, 32.4., 32.5, 32.6 and 32.7.

32.3 Any claim arising from:

(a) Force Majeure;

(b) Act of war, public enemy, whether to person or

property;

(a) Any consequential loss, economic loss, loss of

profit, business, goodwill, market performance,

whatsoever and howsoever caused;

(b) Any third party interference;

(c) Any circumstances the occurrence or extent of

which JPLogistics could not reasonably have

controlled, foreseen, avoided, prevented or

forestalled.

32.4 Any injury, illness to or death of any person and/or any

saving or attempting to save life or property at sea or on

land caused or contributed, but not limited to:

(a) by a cargo or container or any inherent vice

thereof; or

(b) by the storage, carriage, handling or other

dealings of cargo or container by persons other

than JPLogistics or its employees, servants or

agents or sub-contractors.

44

32.5 Any loss or damage to any vessel, property, plant,

equipment, cargo or container including but not limited

to:

(a) inherent liability due to wastage in bulk

weight, latent defects, contamination or

inherent defects, vice or natural deterioration

of cargo; or

(b) any failure or malfunction of insulated (reefer)

containers, refrigeration equipment and

gaseous refrigerants; or

(c) spillage, leakage or sullage from any tanks or

pipelines; or

(d) any act or omission of any Customer or the

owner of the cargo or containers or their

respective employees, servants, agents or sub-

contractors; or

(e) any defective or malfunctioning twist locks; or

(f) any act or omission of JPLogistics in respect of

its proposal and the execution of approved

plans for the stowage of cargo /container on

board any vessel, and the sequence of

discharging and loading of cargo/containers,

and the vessel stability calculations based on

the information and approval obtained from

the master or his representative; or

(g) failure to forward, mis-forwarding and delay in

forwarding or mis-delivery, non-delivery or

delay in delivery of cargo or containers not

attributable to JPLogistics; or

45

(h) work carried out in the loading and/or

discharging of containers onto or from a non-

purpose built cellular container vessel not

attributable to JPLogistics; or

(i) any latent defects not discoverable by due

diligence; or

(j) delay in connection with the vessel, cargo or

containers or their delivery; or

(k) any detention of the vessel, cargo or

containers; or

(l) any delays in discharging or loading containers

or other cargo caused by inclement weather,

mechanical failure in any cranes or other

equipment; or

(m) for any breakage, loss of content, damage or

complete destruction of unprotected cargo or

containers not attributable to JPLogistics; or

(n) the dangerous/hazardous/obnoxious nature of

such cargo; or

32.6 Any damage to containers and its content of the following

nature which shall be deemed not to have been caused by

the want of reasonable care of JPLogistics, its

employees, servants agents, being damage to:

(a) roof rails, damage thereto 60 cm (sixty

centimetres) away from the container corner

castings in any direction; or

(b) roof puncture, 60 cm (sixty centimetres) away

from the container corner castings in any

direction; or

(c) door mouldings, cracked or split door

46

mouldings without evidence of physical

damage; or

(d) container walls, door, floor or roof, bulging or

warping, caused by incorrectly loaded or

inadequately secured cargo or by uneven

distribution of cargo; or

(e) damage of cargo/container due to defect in

securing/ lashing works or material of cargo in

container.

32.7 Any loss or damage to any property or death or injury to

persons in premises occupied and facilities controlled by

the Customers within the Business premises.

32.8 FORCE MAJEURE AND TERMS

32.8.1 For the purpose of this Part:

(a) “Force Majeure” means an event not within the

reasonable control of either Party and includes:

(i) act of God, act of war, civil war, hostilities,

acts of terrorists,

(ii) fire, lightning or explosion, including any water

or chemicals or measures used in extinguishing

any fire;

(iii) vermin, white ants or other rodents, pests and

insects;

(iv) acts or omissions of any port authority or of

any Government or Semi-Government port,

body or any other authorities;

(v) any industrial action or any action taken

pursuant to such industrial action, Including

(without prejudice to the generality of the

47

foregoing) strikes, lockouts, stoppage and

restraint of labour, combination of scarcity of

labour, labour bans, overtime and work bans

and limitations, demarcation disputes, go-slow

and work to rule;

(vi) Climatic condition” which includes storm,

typhoons, tornadoes, tidal waves, tempest,

floods any rust, damage or deterioration

caused by rain, exposure or other action of

climatic conditions.

(b) “Third party interference” includes any criminal or

tortious acts by persons known or unknown other

than JPLogistics or its employees and/or servants

and in respect of any use of electronic system

applications, it shall include unauthorised access,

transmission, communication, etc. in any method

whatsoever.

33. LIMITATION OF LIABILITY

33.1 Except in so far as otherwise provided by these

Conditions, the liability of JPLogistics howsoever arising

and notwithstanding that such liability shall have arisen

from the neglect or default of JPLogistics or for any other

matter or thing, shall not exceed:

(a) in respect of all claims other than those subject

to the provisions of Paragraph 33.2(b), the lesser

of:

48

(i) the value of the Goods lost, damaged,

misdirected, mis-delivered in respect of

which a claim arises, or

(ii) Ringgit Malaysia Five (RM5.00) per gross

kilogram of the said Goods,

(iii) not exceeding Ringgit Malaysia One Hundred

Thousand (RM100,000.00) in any event

whatsoever in respect of any one shipment,

and

(b) in respect of claims for delay if not excluded by

the provisions of these Conditions, the amount of

JPLogistics’ charges for the Services in respect of

the Goods delayed.

33.2 For the purposes of Paragraphs 33.2 and 33.3, the value

of the Goods:

(a) shall be calculated by reference to the invoice

value of the Goods plus freight and insurance if

paid; and

(b) if there is no invoice value for the Goods, the

value shall be calculated by reference to the

value of such Goods at the place and time when

they are delivered to the Customer or owner,

their assignees or such persons as instructed by

the Customer or owner, their assignees or such

persons as instructed by the Customer or the time

when the Goods should have been delivered. The

value of the Goods shall be fixed according to the

current market value or commodity exchange

49

price, by reference to the normal value of Goods

of the same kind and quality.

33.3 By special arrangement as agreed in writing, JPLogistics

may accept liability in excess of the limits in the

preceding Paragraphs herein upon the Customer agreeing

to pay JPLogistics’ additional charges for accepting such

increased liability.

33.4 JPLogistics shall be discharged of any liability whatsoever

unless:

(i) Notice of any claim is received unofficially by

JPLogistics or its agents within three (3) Business days

and or in writing within seven (7) Business Days from

any of the following dates:

(a) In the case of damage to Goods, the date of

delivery of the Goods;

(b) In the case of the loss of the Goods, the date

the Goods should have been delivered;

(c) In the case of delay or non-delivery of the

Goods, the date that the Goods should have

been delivered;

(d) In any other case, the event giving rise to the

claim.

(ii) A suit shall be brought in the proper forum and

written notice thereof received by JPLogistics within

six (6) months from any of the dates specified in

Paragraph 33(A) (i) above.

50

33.5 The liability of JPLogistics in respect of Goods carried by

road, rail, cross-border shipment, sea and air shall be

governed by the Common Conditions as expressed in this

Part V.

33.6 Subject to any legislation which is compulsorily

applicable to any business undertaken, JPLogistics shall

not be liable for any improper performance of its Services

or the consequence arising therefrom, except to the

extent provided in these Conditions.

33.7. JPLogistics’ liability shall not exceed the reasonable costs

of rectifying the Services improperly or not performed by

JPLogistics, subject to a limit per container of that

container’s market value.

33.8 At JPLogistics’ sole option, JPLogistics may rectify at its

own expense the Services improperly or not performed. If

JPLogistics exercised this option, or is not given the

opportunity by the Customer to exercise this option,

JPLogistics shall not be liable for any costs incurred by

the Customer in rectifying the Services.

33.9 The Customer undertakes to inspect the container on

redelivery to the Customer or person acting on its behalf.

JPLogistics shall not be liable and the Customer shall

defend, indemnify and hold harmless JPLogistics against

any loss damage, liability, cost and expense in respect of

or arising from an improper or non-performance of the

Services which would have been apparent upon

reasonable inspection of a Container at the time of

redelivery.

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34. NOTICE OF LOSS AND TIME BAR

34.1 Unless otherwise provided in the Relevant Appendix, the

Charter Party or the bill of lading issued, JPLogistics shall

be discharged of all liabilities unless:

a. Notice of claim is given unofficially by

JPLogistics within three (3) Business Days or

and followed by the lodgment in writing seven

(7) Business Days from the date of delivery or

for non-delivery within three (3) Business Days

of the anticipated date of delivery.

b. A reasonable notice of less than three (3)

Business Days unofficially received by

JPLogistics and followed by the lodgment in

writing seven (7) Business Days from the date

of delivery or for non-delivery of any

perishable Goods.

c. The failure to notify a claim within the time

specified under Paragraph 34.1.a. and 34.1.b.

shall be evidence of satisfactory performance

by JPLogistics of its obligations.

d. JPLogistics shall be discharged from all

liabilities whatsoever for loss or damage of the

Services unless an action is brought within six

(6) months of completion of the Services or the

anticipated date of the completion of the

Services.

e. Time is of the essence in relation to time

specified in these Conditions.

52

PART VI:

INSURANCE

35. INSURANCE

35.1 The duty for the Customer to purchase insurance as

specified in any Relevant APPENDIX shall be read together

with this Paragraph 35, and the Customer shall at all

times during the period of the use of JPLogistics’

Services, ensure that he has purchased or obtained full

insurance cover for the Goods including for the container

holding the Goods and to cover against all risks including

for General Average loss to the full insurable value if

deemed necessary. The insurance cover shall include

the entire journey from receipt until delivery of the

Goods up to and including any transit, temporary

stoppage and/or staging, partial loading/unloading

period. The Customer shall provide proof of such

insurance cover to JPLogistics on request.

35.2 All such insurance cover if procured on behalf of the

Customer by JPLogistics, are bound at such applicable

premium rates, terms and conditions and exclusions

contained in the contract of insurance by the insurer or

the underwriters notwithstanding that JPLogistics collects

the premium as part of the handling charges for the

carriage or logistics arrangements of the Goods.

JPLogistics does not undertake any professional liability

or responsibility to ensure that the coverage so acquired

is sufficient or provides comprehensive indemnity for the

53

loss or damage of the Goods. Should the insurers or

underwrites dispute their liability for any reason the

Customer who is the insured shall have recourse against

the insurers only. JPLogistics shall not have any

responsibility or liability whatsoever in relation to the

insurance notwithstanding that the premium upon the

policy may not be at the same rate as that charged by

JPLogistics or paid to JPLogistics by its other Customers.

35.3 The Customer shall not deduct in any manner either by

direct debit or contra of account or any other method

that reduces the payments due to JPLogistics for the

Services rendered, in any effort to set-off claims for loss,

damage or penalties for delays and any other costs which

may arise.

35.4 If JPLogistics considers that the insurance cover obtained

by the Customer is inadequate, the Customer shall agree

to bear the full risks associated with the Services

rendered for the Goods.

35.5 All insurance effected by JPLogistics are subject to the

usual exceptions and conditions of the policies of the

insurance company or underwriters taking the risks.

54

PART VII

CHARGES AND TARIFFS, CHARGES FOR

CANCELLATION, SECURITY DEPOSIT,

REMEDY FOR NON-PAYMENT, DETENTION,

DEMURRAGE, UNDERCHARGE, UNBILLED

AND OVERCHARGE

36. CHARGES AND TARIFFS

36.1 In consideration of the provision of the Services by

JPLogistics, the Customer shall pay to JPLogistics:

(a) all charges and other sums which are either based

on JPLogistics’ prevailing rates for Charges and

Tariffs or on mutual agreement between the Parties

or as may be imposed by JPLogistics under the

applicable laws;

(b) any costs, charges, and expenses which may be

incurred by JPLogistics in complying with any

Government or the Authority’s regulations, including

but not limited to GST, Customs duty, excise duty

and costs (including any fine or penalty) which

JPLogistics becomes liable to pay, supply or pay for

labour or machinery or both to facilitate loading,

unloading and maintenance of the Goods or for

works relating to the protection of the Goods, and

any additional freight due to JPLogistics if the Goods

are found to be exceeding the Customer’s declared

55

weight or measurement when re-weighed or re-

measured at any time.

(c) any costs, charges and expenses as may be incurred

by JPLogistics following the requirements of the

applicable laws, regulations, order or prevailing

conditions in the local or foreign jurisdictions where

the Goods are consigned or exported or imported

and shall take into account the costs in respect of

the market, port, railway, road, shipping,

forwarding, air freighting, customs, excise,

distributing or warehousing requirements as

dictated by the Customs, provided that for any

additional charges incurred by JPLogistics due to

any recent requirements of the applicable laws by

the Authority shall take effect according to the

date determined by the applicable laws and shall be

imposed accordingly by JPLogistics upon the

Customer with or without notice.

(d) any requirement for the movement, treatment,

removal or destruction of dangerous or obnoxious

Goods, infested, contaminated or condemned Goods

or the treatment of JPLogistics premises as a result

of any infestation or contamination arising from

such Goods; and

(e) all costs and expenses incurred by JPLogistics arising

out of or incidental to the failure by the Customer

to observe these Conditions.

56

36.2 Unless otherwise specified in the Relevant Appendix, all

provisions governing the payment of Charges and Tariffs

in this Paragraph 36 shall apply.

36.3 JPLogistics’ Charges and Tariffs shall include expenses

and charges as may be incurred by JPLogistics following

the requirements of the applicable laws and Particular

Conditions/applicable trading terms, regulations, order or

prevailing conditions in the local or foreign jurisdictions

where the Goods are consigned or exported or imported

and shall take into account the costs in respect of the

market, port, railway, road, shipping, customs, excise, or

warehousing requirements as dictated by the Customs or

other authorities, provided that for any additional

charges incurred by JPLogistics due to any recent

requirements of the applicable laws by the authorities,

shall take effect according to the dates determined by

applicable laws and shall be imposed accordingly by

JPLogistics upon the Customer with or without notice.

36.4 All sums of whatever nature due from the Customer to

JPLogistics pursuant to the Services shall be:-

(a) payable without demand and without deduction not

later than the date for payment stipulated in the

invoice issued by JPLogistics or under any contract

or agreement, as the case may be; and

(b) recoverable against the Goods and any other

property delivered by the Customer to JPLogistics

under any other contract or arrangement made

between JPL and the Customer.

(c) all charges shall be payable in cash.

57

(d) cheques shall not be accepted in any payment to

JPLogistics except by special arrangements with

JPLogistics.

(e) Where a credit facility is available only through

special arrangements with JPLogistics, a credit

account in respect of such credit facility shall be

settled within thirty (30) days from the date the

Services commenced.

(f) For any other accounts, payment shall be made not

later than thirty (30) days from the date of the

invoice issued by JPLogistics to the Customer.

(g) For all accounts, if not settled after the period of

thirty (30) days specified in (e) and (f), shall be

subject to a surcharge of two per cent (2%) thereof

and any account which is not settled within a

subsequent period of thirty 30 days shall be subject

to a further surcharge of two per cent (2%) thereof.

36.5 The Charges applicable based on JPLogistics’ Tariff or

any quotations accepted by the Customer for any of the

Services in the Relevant APPENDIX shall not be inclusive

of the Goods and Service Tax (“GST”) imposed under the

Goods and Services Tax Act 2014 as may be amended

from time to time. Hence, the Customer shall fully bear

the GST imposed for each of the transaction for the

Services it entered with JPLogistics.

58

37. CANCELLATION OF THE SERVICES

37.1 Any notice for cancellation of the Services by the Customer

shall be given:

(i) not less than fourty-eight (48) hours prior to the

scheduled delivery of the Goods for transportation by

sea, rail or road or by air,

(ii) not less than seventy-two (72) hours for Cargo to be

stored in JPLogistics’ warehouses.

(ii) within the time frame specified in the Charter Party or

the Booking Note in respect of transportation by sea ,

and

(iii) within the time frame specified in any bill of lading or

the Booking Note in respect of transportation by air.

37.2 Should notice for cancellation be given less than the time

stipulated under Paragraph 37.1, then JPLogistics shall be

entitled to:

(a) charge the Customer for any costs, expenses and losses

whatsoever incurred by JPLogistics in the course of

proceeding with the Services for transportation by

road and or rail or by air,

(b) charge the Customer for the any cost, expenses and

losses incurred by JPLogistics for any warehouse space

allocated to the Customer, but not utilized by the

Customer and or,

(c) charge the Customer for any costs, expenses and loss

incurred at rates as shall be specified in the Charter

Party or the Booking Note in respect of transportation

59

by sea and by air.

37.3 In the event of any cancellation of Services, JPLogistics shall

be entitled to recover from the Customer all charges it had

incurred arising from the cancellation, regardless of

whether the Customer has or not complied with the

requirements of the notice period or periods of cancellation

as stated in Paragraph 37.1 and Paragraph 37.2.

38. PROVISION OF SECURITY DEPOSIT

38.1 Prior to engaging or transacting in any Service with

JPLogistics, the Customer shall be required to furnish a

security deposit for a cash sum or a bank guarantee from

a reputable bank for a sum equivalent to two (2) months

estimated charges for the Services and in a form

approved by JPLogistics for the prompt and proper

performance and observance by the Customer of these

Conditions (including the obligation to pay the charges

under the Rates and other payment(s) due).

38.2 Availability of Services (through submission to JPLogistics

which shall be inclusive of User ID passwords, or any

other security access measures as directed by JPLogistics

from time to time) shall only be granted by JPL after the

Customer has furnished his security deposit for a sum as

specified and in a form approved by JPLogistics.

38.3 Notwithstanding anything to the contrary, JPLogistics

shall, at its entire discretion, have the right to suspend

the Services in the event the payment due exceeds the

security deposit furnished in cash or by way of a bank

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guarantee.

39. REMEDY FOR NON-PAYMENT

39.1 Default

39.2 In the absence of any provision on Remedy For Non-

Payment in any of the Relevant Appendix, Paragraph 39.2

of these Conditions shall apply.

Notwithstanding the period for payment stipulated

pursuant to Paragraph 36.4 (f) above, if all or any of the

following events were to occur:

(a) if legal proceedings shall be commenced by any

person for the bankruptcy, liquidation or winding up

of the Customer;

(b) if the Customer shall make any offer of composition

to its creditors;

(c) if any order of distress or attachment or similar

order shall be made against any property of the

Customer (including the Customers’ cargo or vessel);

(d) if the Customer shall fail to perform or observe any

of his obligations and the stipulations under these

Conditions;

then, all sum or money due and owing by the Customer

towards the account of JPLogistics shall become

immediately due and payable.

39.3 If due to any reason whatsoever (except due to the

default of JPLogistics) the Customer shall not make any

payment on or before the due date for payment referred

to in Paragraph 36.4 (f):

61

a) JPLogistics shall be entitled to engage the services

of any person to recover such sum from the

Customer, in which event the Customer shall also be

liable for all costs incurred by JPLogistics for such

services (including the legal and related costs);

and/or

b) regardless of whether or not JPLogistics shall have

engaged the services of any person to act on its

behalf, the Customer shall in addition to the sum of

money owing and the costs for such matters (if any),

pay to JPLogistics interest on such sums and the

costs at the rate equivalent to the rate for Charges

and Tariffs stipulated in the invoice or any contract

entered into between the parties, which interest

shall be payable on a day to day basis from the date

immediately after the due date for payment to the

date of actual payment of such sums, the costs and

interest thereon or to the date of expiry or sooner

termination of the Business, whichever is earlier.

39.3 Right of lien and retention

39.3.1 In the absence of any provision on Right of lien and

retention in any of the Relevant APPENDIX, Paragraph

39.3.1 of these Conditions shall apply.

(a) JPLogistics shall have the right of lien and

retention over all property (including any sums

collected by JPLogistics from third parties on

behalf of the Customer, if applicable), cargo,

containers (including the contents therein) and

62

all documents which JPLogistics shall now or

hereafter hold, or for the Customer or which is

now or hereafter due to the Customer, to

secure the payment of all sums due from the

Customer to JPLogistics and the discharge of

all liabilities of the Customer to JPLogistics as

herein incurred or at law.

(b) In the exercise of JPLogistics’ right of lien and

retention, JPLogistics shall be entitled to seize

and detain such property, cargo, containers,

sums and documents until the sums due from

the Customer to JPLogistics are fully paid.

(c) JPLogistics’ lien shall have priority over all

other liens and claims in respect of such

property, cargo, containers, sums and

documents.

39.4 Right to distrain for non-payment

39.4.1 In the absence of any provision on Right of distrain for

non-payment in any of the Relevant Appendix, Paragraph

39.4. of these Conditions shall apply.

(a) If the Customer fails to pay any dues, charges or

monies owing under any Business transacted,

JPLogistics may, in addition to any other remedy

which JPLogistics may be entitled to use, distrain or

arrest any equipment, vehicle or vessel in respect of

which such dues, charges or monies are payable and

the tackle, apparel or furniture or belongings

63

thereto or any part thereof, and detain the same

until the amounts so due are paid.

(b) In case any part of the dues, charges or monies or of

the costs of the distress or arrest, or of the keeping

of the equipment, vehicle, vessel, tackle, apparel or

furniture, remain unpaid for a period of not less

than fourteen (14) days after any such distress or

arrest has been so made, JPLogistics may cause the

equipment, vehicle, the vessel or other thing so

distrained or arrested to be sold, and with the

proceeds of the sale, may satisfy those charges,

other sums and costs, including the costs of sale

remaining unpaid, rendering the surplus, if any, to

the master or owner of the Vessel or owner of

equipment or vehicle on demand.

39.5 Right to sell for non-payment

39.5.1 In the absence of any provision on Right for non-payment in

any of the Relevant Appendix, Paragraph 39.5. of these

Conditions shall apply.

39.5.2 If any charges are not paid after notice requiring payment

has been given to the Customer, the cargo and/or

containers may be sold without further notice and the

proceeds applied in or towards satisfaction of the

outstanding charges and the costs incurred by JPLogistics in

such sale. Any sale of cargo and/or containers by JPLogistics

pursuant to this Paragraph, may be conducted by private

treaty, by public auction or otherwise in such manner as

JPLogistics shall in its sole discretion determine and

64

JPLogistics shall not be liable for any loss and damage

caused to any person whatsoever as a result thereof. The

exercise of such right of sale shall be without prejudice to

any other right or remedy of JPLogistics, and any deficiency

in the proceeds of sale shall be recoverable from the

Customer by civil action.

39.5.3 Time shall be of the essence for the purposes of this Part of

these Conditions.

40. UNDERCHARGED AND UNBILLED CHARGES

40.1 In the absence of any provision on undercharged or unbilled

charges in any of the Relevant APPENDIX, Paragraph 40. of

these Conditions shall apply.

40.2 JPLogistics shall be entitled to collect any amount which

may be ascertained to have been undercharged or any

charges for the Services rendered which are unbilled.

PROVIDED THAT JPLogistics shall have the right to collect

the undercharged amount or the unbilled charges within a

period of three (3) years from date of the completion of the

Services rendered by JPLogistics to the Customer.

41. OVERCHARGE

41.1 This Paragraph shall apply in a situation when JPLogistics has

overcharged the Customer for its Services.

41.2 The Customer shall not be entitled to a refund of any

overcharge unless he refers in writing to JPLogistics within

thirty (30) days from the date of the delivery bill, the

65

shipment bill or any other bill issued to him, and he gives full

information supported by such other documentary evidence

as may be required.

41.3 Where any goods have been measured or weighed by

JPLogistics, no claim for any refund shall be accepted by

JPLogistics unless the Customer claiming the refund has

disputed the measurement or weight of the Goods at the

time the Goods were measured or weighed.

42. DEMURRAGE/STORAGE/ DETENTION CHARGES DUE TO

SHIPPING LINE AND PORT/TERMINAL

42.1 These Conditions on Demurrage, Storage and Detention

charges shall apply on all the Services rendered by JPLogistics

to its Customers and to all import and laden containers.

42.2 Demurrage Due to the Shipping Line- for the Account of the

Customer

42.2.1 The (consignee) Customer shall be responsible for

Demurrage [in respect of an import laden container],

which it incurs due to his failure to take delivery of

Goods within the free days granted by the shipping line.

42.2.2 Demurrage is the charge imposed by the shipping line on

the (consignee) Customer, if the laden container is not

un-stuffed of its Goods or cleared and not taken out of

the port’s gate (“out-gated”) within the specified free

days granted by the shipping line.

42.2.3 The free days granted [which may include gazetted

public holiday(s), Saturday, or Sunday of weekend days

gazetted by the Johor State if it/they fall(s) within the

66

free days], and the charge imposed for failure to take

delivery of the Goods may vary depending on the

country and the shipping line. As a result of such failure

to comply with the free days by the (consignee)

Customer, the shipping line will be denied of its duty to

issue the Delivery Order or the Release Order in a timely

manner to enable the (consignee) Customer to have the

Goods cleared by the Customs within the free days.

42.2.4 Circumstances when the (consignee) Customer may

incur Demurrage will include but not be limited to the

following:

a. When import laden container has been discharged by

the shipping line and placed on a trailer or wagon

without being out-gated of the container yard and

continues to remain within the port or terminal

premises at the end of the free days granted by the

shipping line;

b. When the (consignee) Customer gives a late delivery

notice to JPLogistics after the arrival and discharge of

the laden container with the Goods therein, at the

port or terminal, at almost the last day or after the

expiry of the free days granted by the shipping line to

the Customer, which delays the out-gating of the

laden container, the un-stuffing of the Goods and the

return of the empty container to the empties depot;

c. When the shipping line gives a late notice of arrival of

vessel at the port or terminal or no notice at all is

given to the (consignee) Customer, leading to the late

clearance of the laden container from the container

67

yard by the Customer who then instructs JPLogistics

to engage in a dispute with the shipping line for the

late notification of vessel arrival;

d. When as a result of late notice of arrival of vessel at

the port or terminal, or no notice at all is given by the

shipping line to a third party freight forwarder (who

could also be JPLogistics if it is contracted to carry out

the freight forwarder Services), and the situation at

the container yard is too congested to enable

JPLogistics to complete its haulier services of out-

gating the container within the remaining free days,

PROVIDED THAT JPLogistics’ responsibility shall commence

from the date it receives the said notice of Goods’ arrival and

JPLogistics shall be entitled to fully recover from the

Customer the Demurrage, and any costs and expenses that

may be incurred by JPLogistics in transacting the Business

with and for and on behalf of the Customer under such or

other circumstances which give rise to the incurrence of

Demurrage by the Customer.

42.3 Demurrage If Imposed on JPLogistics in its Capacity as the

Agent for the Customer

42.3.1 In respect of either an import or export container, if the

shipping line imposes Demurrage on JPLogistics in its

capacity as agent of the Customer, JPLogistics shall

have the right to recover from the Customer based on

its Charges and Tariffs, which shall be calculated in the

reverse order from the date JPLogistics acts on the

Notice of Arrival until the date the free period as

specified by the shipping line begins.

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42.4. Customer’s Responsibility to the Shipping Line

42.4.1 The Customer shall be responsible for all matters which

shall include but not be limited to the following:

(a) In the case of imported container, although the free

days granted by the shipping line may have expired,

JPLogistics remains unable to out-gate or truck the

container out of the port or terminal, due to issues

caused by the Customer;

(b) In the case of operational delays arising from the

inadequacy of berthing, discharging or loading

facilities and other limitations present at the port or

terminal, it shall be the responsibility of the Customer

to resolve the matter with the port or terminal.

(d) The Customer shall be mindful that gazetted public

holiday(s), Saturdays and Sundays or any State

gazetted week ends may fall within the free days

granted by the shipping line, and thus shall take all the

necessary action to comply with the free days granted

by the shipping line in order to avoid incurring

Demurrage.

42.5 Storage Charge Incurred and Due to Port or Terminal Shall

be for the Account of Customer

42.5.1 The Customer shall be responsible for the Storage

charge imposed by the port or terminal operator (as the

custodian of the un-stuffed container) on the shipping

line, for as long as the container remains in the port or

terminal’s warehouse, container yard or other storage

areas. If free days are granted by the port or terminal,

69

the Customer shall be responsible for the Storage charge

beginning from the end of the free days so granted by

the port or terminal. This storage charge is recoverable

by the shipping line from the (consignee) Customer.

42.5.2 The Customer shall also bear the Storage charge

incurred if the container returned to the shipping line,

cannot be shipped out due to non-carrier related errors

or unresolved issues extending beyond the expiry of the

free days granted by the shipping line, if such container

is stored in the port or terminal warehouse, container

yard or other areas.

42.6 Detention Due to the Shipping Line Shall be for the

Account of the Customer

42.6.1 The Customer shall be responsible for Detention arising

from its failure to return the empty container to the

shipping line’s nominated or approved depot or location

within the free days granted by the shipping line.

42.6.2 The Detention charge is imposed by shipping line on the

(consignee) Customer, who after taking delivery of the

laden container, and out-gating it to unstuff the Goods

at his place, fails to return the container to the shipping

line after the free days [which may include gazetted

public holiday(s), Saturdays, Sundays or the State

gazetted weekends if it/they fall(s) within the free

days] granted by the shipping line.

42.6.3 The circumstances when the Customer shall be

responsible for the payment of the Detention charge to

the shipping line shall include but not be limited to the

following:

70

(a) When an out-gated container is still being withheld by

the Customer in his place.

(b) When the laden container has been returned to the

shipping line only after the expiry of the free days

granted by the shipping line nominated or approved

depot or location.

(c) When a gazetted public holiday(s), Saturday, or Sunday

and or State gazetted weekend fall within the free

days granted by the shipping line, have/has prevented

the (consignee) Customer from returning the container

within the free days granted by the shipping line.

43. DETENTION CHARGE DUE TO JPLOGISTICS, TRUCK/

EQUIPMENT/WAGON OR ANY OPERATOR.

43.1 The Customer shall be responsible and bear any Detention

charge imposed by JPLogistics and or an operator, being the

owners of the equipment or vehicle which include a truck or

trailer or a wagon, that is or are used by the Customer to

transport his laden container upon receipt of its delivery on

arrival, to the Customer’s warehouse or place, and thereupon

delaying the return of such equipment or vehicle to

JPLogistics and or the operator, within the time stipulated

herein or within the time determined by JPLogistics and or

the said operator.

43.2 The charge imposed by JPLogistics shall be based on its or

the said operator’s Charges and Tariffs.

71

43.3 The circumstances when the Customer shall be responsible

for the payment of the Detention charge to JPLogistics and or

the said operator shall include but not be limited to the

following:

(a) In the case of a laden container discharged and or

placed on JPLogistics trailer and or an operator’s

wagon, but subsequently re-shunted to another place

within the port or terminal premises at the request of

the (consignor or the consignee) Customer, the charge

will be imposed by JPLogistics and or the wagon

operator after the expiry of the free days calculated

from the time the discharged laden container is first

placed onto JPLogistics’ trailer or the operator’s

wagon prior to transportation.

(b) When the equipment or vehicle has arrived at the

Customer’s warehouse or place, but a laden container

for shipment is not being placed onto or an empty

container is not discharged from the equipment or

vehicle or upon acceptance of delivery and

transportation to the Customer’s warehouse or place is

not discharged therefrom within two (2) hours from

the time when the equipment/vehicle has arrived and

placed in a position for loading or discharge.

(c) When the wagon(s) is/ are detained at the railway yard

either on instruction of the (consignor or consignee)

Customer or due to lack of parking space despite

placement/booking being made earlier.

(c) If trailers and wagons are not loaded or unloaded and

or equipment and other facilities are not utilized

72

within two (2) hours from the time they are placed in

position for loading or unloading.

43.4 In the case of carriage of Goods by air, the person in charge

shall determine the time and schedule when the Goods shall

be loaded, discharged or removed from the aircraft. If any

equipment, facility or space has been booked by the

Customer but not utilized for the purpose of facilitating

carriage of Goods by air or their discharge from the aircraft,

the Customer shall be subject to penalty, or loss of priority

for loading or discharging or any other form of penalty

instead of detention as may be determined by the person in

charge.

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PART VIII:

CARRIAGE AND DELIVERY OF GOODS BY

ROAD, RAIL AND SEA, WAREHOUSING, RIGHT

TO SELL, LIEN, BOTH TO BLAME CLAUSE &

GENERAL AVERAGE

44. CARRIAGE AND DELIVERY OF GOODS BY ROAD

44.1 For the haulage, transportation, carriage and delivery of

containerized and non-containerized Goods by road, the

Particular Conditions shall be subject to APPENDIX ‘1’

and APPENDIX ‘1 A’ respectively.

45. CARRIAGE AND DELIVERY BY RAIL

45.1 For the transportation, carriage and delivery by rail

within Peninsular Malaysia, the conditions of carriage

shall be based on the laws, regulations and conditions

specified in the Railway Act 1991 as may be amended

from time to time, which stipulate among others that the

KTMB is not deemed to be a common carrier or a public

provider and the risks of the carriage by rail may be

transferred and be borne solely by the Customer.

45.2 JPLogistics shall in this respects act as an agent for the

Customer and shall operate in accordance with the

requirements of Part III of these Conditions.

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46. CARRIAGE AND DELIVERY OF GOODS BY CROSS-BORDER

SHIPMENT

46.1 For the carriage and delivery of Goods by cross-border

shipment, between Malaysia and other bordering Asean

Countries, the laws, rules, regulations and conditions

prevalent in those other bordering countries shall apply.

47 CARRIAGE OF GOODS BY SEA

47.1 Notwithstanding other provisions in these Conditions, if it

can be proven that the loss of or damage to the Goods

occurred at sea or inland waterway, JPLogistics’ liability

shall be determined by the terms of the bill of lading

issued in respect of the Goods based on the governing law

of the jurisdiction where a claim may arise, whether it be

the Hague Rules or Hague-Visby Rules or Hamburg Rules

or the Merchant Shipping Ordinance 1952 or the relevant

Carriage of Goods by Sea Act (“COGSA”), whichever is

applicable.

47.2 Notwithstanding Paragraph 47.1 if the loss or damage to

the Goods occurred at sea or inland waterway and the

owner of the vessel, charterer or operator of the vessel

establishes a limitation fund, the liability of JPLogistics

shall be limited to the proportion of the said limitation

fund allocated to the Goods.

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48. TERMINATION OF PERFORMANCE OF THE SERVICES DUE

TO HINDRANCE, RISKS ETC.

48.1 If at any time the performance of JPLogistics’ obligations,

is in the opinion of JPLogistics or any person whose

services JPLogistics makes use of, is or is likely to be

affected by any hindrance, risk, delay, difficulty, or

disadvantage whatsoever and which cannot be avoided by

reasonable endeavours by JPLogistics or such other

person, JPLogistics may, on giving notice in writing to the

Customer or owner or without notice where it is not

reasonably possible to give such notice, treat the

performance of its obligations as terminated and place

the Goods or any part of them at the Customer or

owner’s disposal at any place which JPLogistics may

deem safe and convenient, whereupon the responsibility

of JPLogistics in respect of the Goods shall cease. The

Customer shall be responsible for any additional costs of

carriage to, and delivery and storage at such place and

all other expenses incurred by JPLogistics.

76

PART IX:

HANDLING OF DANGEROUS AND OBNOXIOUS

GOODS

49. DANGEROUS GOODS AND HOT WORKS, ETC.

49.1 The provisions for the handling of ‘Dangerous and

Obnoxious Goods’ are stated in APPENDIX ‘1’, APPENDIX

‘4’ and APPENDIX ’10.’ herein. Unless otherwise stated in

the said APPENDICES, the following Paragraphs in these

Conditions shall apply:

49.2 The following applicable laws pertaining to Dangerous

Goods shall apply where the Services are rendered in

Malaysia:

I. provisions of the International Maritime Dangerous

Goods Code (IMDG Code);

II. the provisions of any Federation Port Rules 1953

and any subsidiary laws of the Merchant Shipping

Ordinance 1952;

III. the Petroleum Safety Measures Act 1984 ;

IV. the provisions relating to the carriage of goods by

road, rail or sea, contained in any statutory

instrument or order made pursuant to the Act,

applicable laws and in any international

conventions or agreements or otherwise

regulations and recommendations made by the

Government or other relevant authorities

77

V. the requirements of local by-laws which may

include the Acts, Rules and Regulations as may be

amended from time to time:

VI. Occupational Safety and Health Act 1994;

VII. Environmental Quality Act 1974; Environmental

Quality (Schedule Wastes) Regulations 1989; and

VIII. other relevant Acts, Rules and Regulations

pertaining applicable in Malaysia in relation to

Dangerous Goods, as may be modified or enacted

from time to time.

49.3 Dangerous Goods shall not be presented to JPLogistics

unless permission has first been obtained by way of prior

written notice of not less than forty eight (48) hours

before the estimated time of arrival of the Cargo by

submitting to the JPLogistics’ Safety Officer, copies of

the prescribed statutory forms stating clearly the proper

name of the cargo as listed in the IMDG Code, IMO Code,

Class No., UN No., the grouping of the cargo under the

relevant authority’s DG Cargo Listings if applicable, the

flashpoint, if any, the method of packing,

Material/Chemical Safety Data Sheet and any other

material details which may be required by JPLogistics or

by any lawful authority pertaining to the carriage of

Dangerous Goods.

49.4 The Customer shall be liable and accountable for any loss

or damage caused to Cargo or property or personal injury

or death to persons, due to the Customer’s omission to

disclose to JPLogistics or due to the Customer’s false

declaration or misstatements to JPLogistics of the nature

78

or classification of any Dangerous Goods delivered to

JPLogistics for storage or discharge at the Wharf. The

Customer shall fully indemnify JPLogistics for loss,

damage, injury or death suffered by JPLogistics or for any

claims made against JPLogistics by any party affected by

such an act of omission or false declaration or

misstatement.

49.5 JPLogistics reserves the right to reject any Dangerous

Goods if in the opinion of JPLogistics, there is no suitable

facility or expertise available to render a safe and proper

handling, storage or transportation of such goods, and the

Customer shall have no claim or any right of recourse

against JPLogistics for its refusal to accept such goods.

49.6 Where the JPLogistics Safety Officer has approved

delivery of Dangerous Goods in containers or otherwise

on a “direct delivery or direct loading” basis, the

Customer has to ensure that such Dangerous Goods in

containers or otherwise are collected directly from the

vessel side using the Customer’s vehicle for discharging

operations, or such Dangerous Goods in containers or

otherwise are delivered direct to the vessel side using

the Customer’s vehicle for loading operations, failing

which JPLogistics may disallow such Dangerous Goods in

containers or otherwise to be received into the Business

premises, or such Dangerous Goods in container or

otherwise will be directed to be stored in a special area

in the Business premises at the sole risk and expense of

the Customer. The Customer shall fully indemnify

JPLogistics for any damage suffered or loss incurred or

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any claims made against JPLogistics by any party due to

any mishap or incident consequent to the storage of such

Dangerous Goods or container. JPLogistics reserves the

right to impose additional storage charges for its

deployment of Safety personnel and equipment, as well

as for any standby and escort services rendered.

50. PERMIT-TO-WORK

50.1 No works, including hot works, maintenance works,

handling, bunkering, radiography, cold works, drilling,

blasting, hydro-jetting, diving, pressure test, working at

height, excavating, confined-space entry, scaffolding,

painting, grinding, operating with battery/ electrical

tools, vessel-to-vessel transfer repair or maintenance

works on vessel or barge or any other works that require

safety precautions and procedures, shall be carried out in

the Business premises without a Permit to Work issued

by the JPLogistics Safety Officer.

50.2 The works carried out as described under this Part shall

be deemed to be under the sole responsibility,

supervision and control of the person executing the

works, and the issuance of a Permit to Work by the Safety

Officer shall not render JPLogistics answerable for any

loss, damage, injury or death caused by the works or by

any fault of or omission in the execution of the works by

the owner, consignee, consignor, operator of terminal,

master of vessel, shipper, land or sea transporter,

contractor or any person who is in any way connected

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with the works and is responsible for enforcing the proper

procedures and precautions for the works.

51. OBNOXIOUS GOODS

51.1 ‘Obnoxious’ Goods are defined in APPENDIX ‘1’.

51.2 Obnoxious Goods shall not be permitted into the Business

premises unless permission has first been obtained. For

this purpose, application for permission shall be made by

the Customer to JPLogistics by way of a written notice

not less than forty eight (48) hours before the estimated

time of arrival by submitting to JPLogistics Safety Officer

all relevant details which may be required by JPLogistics

or any lawful authority pertaining to the carriage of such

obnoxious Goods.

51.3 The Customer’s liability and accountability with regard to

the handling of obnoxious and dangerous Goods are

expressed in APPENDIX ’10’ herein.

51.4 JPLogistics reserves the right to reject any Obnoxious

Goods if, in the opinion of JPLogistics, there is no

suitable facility or expertise available to render safe and

proper handling, storage or transportation of such

Obnoxious Goods, and the Customer shall have no claim

or any right of recourse against JPLogistics for its refusal

to accept such Obnoxious Goods.

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PART X:

MISCELLANEOUS

52. MISCELLANEOUS

52.1 NOTIFICATION OF LOSS AND DAMAGE AND INTENTION TO

CLAIM

52.1.1 The Customer shall notify and obtain the

acknowledgement of JPLogistics of any disputes and

discrepancies on the conditions, markings and

quantities of Goods or containers, at the points of

delivery to the Customer either by land or by sea or

by sea or rail.

52.1.2 Claims of loss and damage to Goods or containers

shall be considered null and void in the absence of

the notifications mentioned in this paragraph.

52.1.3 All lodgments and notifications of claims in respect of

any death or personal injury shall be made to

JPLogistics’ Safety Officer by the Customer

immediately after the occurrence of such death or

personal injury or near misses of such occurrences.

52.1.4 All lodgments and notifications of claims in respect of

any loss, damage, costs, expenses, shall be made to

JPLogistics by the Customer within the period of

three (3) Business Days from the day of occurrence of

the loss, and or damage or the incurrence of the costs

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and expenses and confirmed in writing within seven

(7) Business Days from such date.

52.1.5 Upon receipt of the notification within the time

specified in Paragraphs 52.1.3 and 52.1.4. JPLogistics

and or its Safety Officer shall request for the

submission of claim documents within a period of

fourteen (14) days from the date of receipt of the

notification, and any claim not notified or and not

substantiated with the submission of claim

documents to JPLogistics within the periods

specified, shall be deemed to have been waived.

52.2 Disputes

52.2.1 All disputes arising from the Services rendered and stated

in each of the Relevant APPENDIX shall be governed by

this Paragraph:

(a) Any disputes in relation to discrepancies in the total

amount, markings and numberings, stowage and

conditions of cargo or containers to be loaded on

board any vessel or any vehicles shall be

communicated by the Customer, in writing to, and

acknowledged by JPLogistics, during loading of the

Goods or container on board a vessel or the vehicle

or prior to the completion of a vessel’s operations or

the completion of the loading operations onto

vehicle (for the total amount disputed).

(b) Any disputes in relation to discrepancies in the total

amount, markings and numberings, and conditions of

Goods or containers to be delivered to the

Customer, shall be communicated by the Customer,

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in writing to, and acknowledged by JPLogistics, prior

to their delivery to the Customer, its servants or

agents.

(c) Any disputes in relation to container or Goods

damage shall be communicated by the Customer in

writing to and acknowledged by JPLogistics before

the delivery, exit or gate out of the said container

or cargo.

(d) JPLogistics reserves the right to reject claims of any

loss or damage to the cargo or container if

Paragraphs 52.2.1 (a), (b) and (c) are not complied

with by the Customer.

52.3 The defenses and limits of liability provided for in these

Particular Conditions shall apply in any action against

JPLogistics whether such action be founded in contract or

tort.

52.4 If any legislation or Convention is compulsorily applicable

to any business undertaken, these Conditions shall, as

regards such business, be read as subject to such

legislation or Convention and nothing in these Conditions

shall be construed as a surrender by JPLogistics of any of

its rights or immunities or as an increase of any of its

responsibilities or liabilities under such legislation or

Convention and if any part of these Conditions be

repugnant to such legislation or Convention to any extent

such part shall as regards such business be overridden to

that extent and no further.

52.5 Headings of clauses or groups of clauses in these

Conditions are for indicative purposes only.

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52.6 Should any Paragraph, or part of a Paragraph is found to

be void or unenforceable, the remainder of that clause or

section of the contract shall remain unaffected.

53. TERMINATION FOR URGENT REASONS

53.1 Termination of the Services rendered and stated in each

of the Relevant APPENDIX shall be governed by this

Paragraph:

53.2 Notwithstanding the other provisions to the contrary,

JPLogistics may terminate the Services forthwith at any

time if compelled by urgent reasons beyond the control

of JPLogistics.

53.3 Such urgent reasons shall include but not be limited to

the following:-

I. If the Customer shall fail to observe or perform any

of its obligations under the Contract and shall not

remedy its failure within a reasonable time after

JPLogistics has notified the Customer of such

failure;

II. If JPLogistics shall be of the opinion that the

presence of the Customer’s Goods at any of

JPLogistics premises may lead to any claim against

JPLogistics, its servants or agents;

III. If JPLogistics shall be prevented from providing the

Services or if the Services shall become unsuitable in

any way for use due to any Force Majeure factor

stated in Paragraph 39.

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54. JOINT SURVEY FOR CLAIMS

54.1 When a claim arises in respect of the Services specified in

each of the Relevant APPENDIX, the requirement for joint

survey shall be carried out in accordance with this

Paragraph.

(a) Upon notification of the claims for damages

and loss referred to in these Conditions, the

Customer shall give reasonable time for all

parties related to the claims to conduct joint-

surveys where applicable to ascertain the

cause and extent of the loss and damage.

(b) Goods and containers and other property

related to the claims shall not be removed or

its state and conditions altered by the

Customer before the joint-survey is conducted.

(c) While consensus on the extent of loss and

damage may be reached between parties

related to the claim during the joint-survey,

the observation on the cause of damage may

remain confidential with each individual party

related to the claim.

(d) Where damaged packages or containers have

been surveyed in the Business premises, the

consignee or the agent of the vessel shall take

delivery at the first opportunity.

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55. ENTIRE AGREEMENT

55.1 These Conditions shall comprise the entire agreement

between the Customer and JPLogistics, and that the

contract supersedes any agreements that were made

previously.

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APPENDIX ‘1’

PARTICULAR CONDITIONS FOR HAULAGE SERVICES

1. APPLICATION

The Particular Conditions’) for container haulier as stated in

this APPENDIX ‘1’, shall apply to all contracts of carriage of

containers between JPLogistics as the Carrier as herein

defined, and the Customer. In this APPENDIX, JPLogistics

shall be referred to as “the Carrier”, and all Customers who

choose to use the Services of the Carrier in carrying and

transporting their Goods shall accept and deemed to have

accepted the Particular Conditions herein and abide by the

provisions of this APPENDIX ‘1’, in addition to the Common

Conditions whenever applicable.

1.1 In the event of any conflict between the Common Conditions

and the Particular Conditions of this APPENDIX ‘1’, then the

latter shall prevail.

1.2 JPLogistics as the Carrier of Goods

1.2.1 As the Carrier of the Customer’ Goods, the Carrier shall act

as an agent and be entitled to claim from the Customer, its

loss, costs and expenses incurred arising from the following:

(i) for any detention of the Carrier’s vehicles, containers or

covers, casing or other equipment or for the use or

occupancy of premises whether before or after transit,

unless the Customer proves that such Detention or use

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or occupancy has arisen from the default of the Carrier;

(ii) for any delay encountered as a result of the Carrier

being prevented from effecting delivery of the Goods

for causes other than the Carrier’s own negligence, the

Customer shall pay to the Carrier its charges in respect

of any frustrated or abortive journey occasioned by

other than the Carrier’s negligence.

1.2.2 The Carrier shall be relieved from its obligations and from

any liability to perform the Services to the extent that the

performance of the Services is prevented by failure of the

Customer or events of Force Majeure as defined under the

Paragraph 32.8 of the Common Conditions.

1.2.3 In the event of force majeure or causes beyond the

reasonable control of JPLogistics, preventing the Carrier

from performing the Services, the Customer shall endeavor

to assist the Carrier in whatever means possible to mitigate

any effect that the same might have on the performance of

the Services and of the Contract for the respective Parties.

1.2.4 The Carrier shall not be responsible for any claims either

from the Customer or any third party for the any loss or

damage in the event of force majeure resulting in any total

or partial loss or damage to the Goods or the containers. It

shall be agreed that the Customer shall be liable for such an

eventuality.

1.2.5 The Carrier shall not be responsible for Goods of which the

Customer is not the owner of some or all of the Goods in any

consignment, and thus the Customer is deemed to act as the

agent of the owner or owners of the Goods who shall be

liable for any act committed by the agent which is

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incidental to or usual to the Contract although such act may

not have been consented by or known to the owner or

owners.

1.2.6 JPLogistics shall have the right to require the Customer to

save harmless and keep the Carrier indemnified against all

claims or demands whatsoever by whosoever made in excess

of the liability of the Carrier under the Particular Conditions

in respect of any loss, damage or injury however caused,

whether or not by the negligence of the Carrier, its

servants, agents or sub-contractors.

1.2.7 Save as otherwise expressly provided, any Services provided

by the Carrier, whether gratuitously or otherwise, shall be

subject to the Particular Conditions herein and the

Particular Conditions are deemed to be incorporated into

any agreement or arrangement between the Carrier and the

Customer, including any agreement or arrangement

concluded by means of Electronic Data Interchange.

1.2.8 In respect of any agreement or arrangement effected by

means of electronic data interchange as may be applicable

between the Carrier and the Customer for the provision of

the Services in this Relevant APPENDIX, the Particular

Conditions in APPENDIX ‘1’ shall apply.

1.3. DEFINITIONS

In these Particular Conditions the following expressions shall

have the meanings hereby respectively assigned to them,

that is to say:

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1.3.1. “Carrier” means JPLogistics as the haulier being the entity

responsible for undertaking to perform or to procure the

performance of storage, carriage of containers by rail, road,

sea, inland waterway or by a combination of such modes,

and includes its servants and agents, and its sub-contractors

together with their respective servants and agents and its

successors in title and permitted assigns. .

1.3.2. “Charges” shall have the same meaning as the phrase

‘Charges and Tariffs’ defined in the Common Conditions.

1.3.3. “Consignee” means the person, firm or company who will

collect the Goods from the Carrier.

1.3.4. “Consignment Note” means the document containing all

the particulars of the Goods issued by the Carrier for the

movement of the Consignment delivered to the Customer by

the Carrier. It is also referred to as “Delivery Note”.

1.3.5. “Consignment” means any container, transportable tank,

flat or pallets, and should be constructed to ISO

(International Standards Organization), SIRIM (Standards and

Industrial Research Institute of Malaysia) or other

acceptable standards and maintained in a state that is safe

for transportation.

1.3.6. “Contract” means the contract of carriage between the

Customer and the Carrier.

1.3.7. “Customer” means any person or company or body

incorporated under the law of any country sending or

receiving or desiring to send and receive Goods by the

services of the Carrier or its agents and includes unless the

context otherwise requires, his principals, servants, agents

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(including but not limited to the forwarding agent),

Consignee and owner of the Goods.

1.3.6. “container” means freight container (including without

limitation any container, flexi-tank, trailer, transportable

tank, flat, pallet or any article used to consolidate goods)

which may carry unique identification numbers and

markings, as well as any equipment (including devices,

which permit its ready handling) forming part thereof or

connected thereto;

1.3.7 “Equipment” means prime movers, trailers, side-loaders

and includes any other mechanical device used to transport

and haul the container.

1.3.8. “electronic data interchange” means the electronic

transfer from computer to computer of commercial or

administrative transactions using agreed standard to

structure the transaction or message data;

1.3.9. “Dangerous Goods” means Goods, which are of a

dangerous, flammable, radioactive or damaging nature, and

includes Goods, which are specified as dangerous goods

published by the International maritime Organization (IMO)

or any law for the time being enforced in Malaysia.

1.3.10. “Excepted Goods” means, treasury notes, bullion, bonds,

deeds, stamps, securities, manuscripts, paintings,

documents and loans, safety razor blades, cigarette

lighters, bottled perfumery, tobacco, cigars, cigarettes,

bottled wines, spirits and the like.

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1.3.11. “Fragile Goods” means the Goods that are of a brittle or

delicate nature and are likely to break and includes without

limitation glass, china and castings.

1.3.12. “Goods” means the cargo accepted from the Customer,

which includes goods, wares, merchandise, cargo, articles

of kind and includes any container not supplied by or on

behalf of the Carrier.

1.3.13 “Obnoxious Goods” means any of the following kinds of

Goods which are not included in the category of Dangerous

Goods:-

a. substances which can cause discomfort to or

adversely affect, personnel handling them;

b. substances which will taint other cargo or containers

in close proximity or which may necessitate the

containers being deodorized or specially cleaned;

c. Substances, which will damage other cargo by,

contact or by sifting, e.g. carbons, graphite, white

pigments, greases and other “dirty” cargo.

d. Deliquescent cargo and/or cargo which readily takes

up moisture even from the air or cargo in a moist or

wet condition, e.g. wet salted hides;

e. Cargo liable to infestation by insects, mites,

weevils, or grubs or which might require fumigation;

f. Cargo of liquid or semi solid nature and cargo liable

to liquefy with a rise in temperature such as

reasonably could be foreseen; and

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g. Any other Goods which in the opinion of the Carrier

are likely to adversely affect other cargo or to cause

personnel to object to handling them or to present

any difficulty in handling or transport.

1.3.14. “Perishable Goods” means Goods that over a short period

of time may be physically destroyed or so changed, altered

or deteriorated and/or of un-merchantable qualities and/or

have lost their commercial identity and which no longer

fulfill their contract description.

1.3.15. “Government” means the Government of Malaysia.

1.3.16. “Request for Delivery” or “RFD” means document required

and issued by the Carrier requesting the Customer or its

agent to submit particulars and details of the Goods to be

delivered.

1.3.17. “Request for Transport” or “ROT” means the same as RFD

as stated above in (clause 2.22).

1.3.18. “RM” means Ringgit Malaysia, the lawful currency of

Malaysia.

1.3.19. “Royal Customs and Excise Department” means the Royal

Malaysian Customs and Excise Department.

1.3.20. “Sub-contracting Parties” means all persons (other than

the Carrier and the Customer) referred to in Conditions

under Clause 10 and all its sub-clauses.

1.3.21. “Trailer” means the chassis used for the purpose of

transporting a container.

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1.4. CONTRACT OF CARRIAGE

1.4.1. The Contract shall take effect when the Customer submits

the Request For Delivery for a particular Consignment or any

other documents as agreed and accepted by the Carrier and

shall end after the completion of the transit and after all

the charges have been paid.

1.4.2. Both parties may, however, revoke or amend the terms of

the Contract upon mutual agreement in writing.

1.5. AUTHORITY OF AGENTS

1.5.1. No agent or employee of the Carrier is permitted to alter or

vary these Conditions in any way unless he or she is

expressly authorized to do so by the Carrier.

1.5.2. A charging by the Carrier of a fixed price for any Services of

whatsoever nature shall not in itself determine or be

conclusive evidence that the Carrier is acting as an agent or

a principal in respect of such Services;

1.5.3. The supplying by the Carrier of their own or leased

equipment, shall not in itself determine or be conclusive

evidence that the Company is acting as an agent or a

principal in respect of any carriage, handling or storage of

Goods;

1.5.4 The Carrier acts an agent and never as a principal when

providing Services in respect of or relating to customs

requirements, taxes, licenses, consular documents,

certificates of origin, inspection, certificates and other

services similar or incidental thereto.

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1.6. CUSTOMER’S OBLIGATIONS

1.6.1. The Customer warrants that he is either the Owner or the

authorized agent of the Owner of the Goods, and he is

authorized to accept and is accepting these Conditions not

only for himself but also as agent for and on behalf of the

Owner of the Goods.

1.6.2. The Customer is responsible to ensure that a safe, secure

and proper area is provided for the Carrier to land and park

the trailer. The Customer is liable for any loss or damage to

the Carrier’s equipment (including but not limited to the

trailer and/or prime mover) and shall be responsible and

liable for the safety of the container and/or consignment

while under the Customer’s custody.

1.6.3. The Customer shall be deemed to be competent and to have

reasonable knowledge of matters affecting the conduct of

his business, including terms of sale and purchase and all

other matters relating thereto.

1.6.4 The Customer shall give to the Carrier sufficient and

executable Instructions.

1.6.5. If the Customer’s Instructions are insufficient and unable to

be executed, the Carrier shall within the limits of its duty of

care and diligence inform the Customer and the Customer is

obliged to furnish the necessary information immediately

upon receipt of the Carrier notice.

1.6.6. The Customer warrants that the description and particulars

of the Goods are complete, accurate and correct.

1.6.7. Except where the Carrier has agreed in writing to pack the

goods, the Customer warrants that the Goods are properly

96

and sufficiently prepared, packed , stowed and marked, and

that the preparation, packing, stowage, labeling and

marking are appropriate to any operations or transactions

affecting the Goods and the characteristics of the Goods.

1.6.8. The Customer shall solely be liable for demurrage or loss,

damage, contamination, soiling or detention, before, during

or after the carriage of the goods (including but not limited

to Containers) or any person referred to herein caused

directly or indirectly by the Customer or any person acting

as servants, agents or independent contractors for or on

behalf of either of them.

1.7. THE CARRIER’S CHARGES

1.7.1. Payment for possible costs , expenses, crane, penalties and

other operational charges as per the port operator’s,

shipping lines, airport operator or contractor’s applicable

Tariffs or invoices shall be made in advance prior to the

rendering of Services by the Carrier, unless prior

satisfactory arrangements have been made with the Carrier

for such other forms of payments acceptable to JPLogistics.

The Carrier may grant at its sole discretion any credit

facility arrangement to the Customer, in which case the

payment is to be made within the period agreed between

the Carrier and the Customer.

1.7.2. The Carrier’s charges for carriage shall be payable by the

Customer without prejudice to the Carrier’s rights against

the Consignee or any other person.

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1.7.3. The Customer shall be given three (3) Business Days to

dispute any invoices billed to the Customer by the Carrier

and followed by a notice in a written form seven (7)

Business Days from the date of the invoice, failing which all

invoices shall be deemed as final and conclusive evidence of

the acceptance by the Customer of its indebtedness to the

Carrier in the amount stated.

1.7.4. The Customer shall settle all charges by the Carrier within

the agreed period as stated in Paragraph 36.4 in Part VII of

the Common Conditions without prejudice to the Carrier’s

rights against the Consignee or any other person liable for

the charges. Then should the charges not be paid within the

period specified for payment, the Customer agrees to pay to

the Carrier interest at the rate of two percent (2%) per

month on the invoice value from the date of the invoice to

the date of actual payment.

1.7.5. A claim or counter claim shall not be made the reason for

deferring or withholding money payable or liabilities

incurred to the Carrier.

1.7.6. The Customer shall pay the Carrier’s charges for the

detention of the Carrier’s vehicles, containers or coverings

or other equipment or for the use or occupation of other

accommodation, whether before or after transit, unless the

Customer proves that such detention or use or occupation

has arisen from default of the Carriers. Any free time

provided by the Carrier’s applicable Charges shall not be

subject to detention charges.

1.7.7. The Customer shall be responsible and liable to pay to the

Carrier its costs in respect of any delay encountered as a

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result of the Carrier being prevented from effecting delivery

of the Goods for causes other than the Carrier’s own

negligence and shall pay to the Carrier its charges in respect

of any frustrated or abortive journey occasioned other than

by the Carrier’s negligence.

1.7.8. The Carrier shall be entitled to impose an appropriate

charge for supplying any document proving delivery

requested by the Customer in respect of each Consignment.

1.8. IMPOSSIBILITY OF PERFORMANCE

1.8.1. The Carrier shall be relieved from its obligation to perform

the Contract to the extent that the performance of the

same is prevented by failure of the Customer, events of

Force Majeure as defined in Paragraph 32.8 of the Common

Conditions.1.8.2. The Carrier is not liable for the

Performance of the Contract if it is unable to perform its

obligation or effect Termination of the Contract due to an

event of Force Majeure. In the event of the same, the

Customer shall endeavor to help the Carrier in whatever

ways to mitigate any effect that the same might have on

the Performance of the Contract of both parties.

1.8.2. In the event of Force Majeure, any total or partial loss or

damage to the Goods or Containers is the liability of the

Customer and the Carrier shall not be responsible for any

claims either from the Customer or any other third party for

the loss or damage therein.

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1.9. THE CARRIER IS NOT A COMMON CARRIER

1.9.1 The Carrier is not a common carrier and will accept Goods

for carriage only on these Conditions. The Carrier has the

right to refuse any Request For Delivery from any Customer

without assigning any reasons whatsoever.

1.10. PARTIES AND SUB-CONTRACTING

1.10.1. Where the Customer is not the owner of some or all of the

Goods in any Consignment he shall be deemed for all

purposes to be the agent of the owner or owners. The owner

shall be liable for any act committed by the agent, which is

incidental to or usual to the Contract although such act may

not have been consented by or known to the owner.

1.10.2. The Carrier may employ the services of any other carrier for

the purpose of fulfilling the Contract. Any other carrier shall

have the like power to sub-contract on like terms.

1.10.3. The Carrier enters into the Contract for and on behalf of

itself and its servants, agents and sub-contractors and its

sub-contractors’ servants, agents and sub-contractor, all of

whom shall be entitled to the benefit of the Contract and

shall be under no liability to the Customer or anyone

claiming through him in respect of the Goods in addition to

or separately from that of the Carrier under the Contract.

1.10.4. The Customer shall save harmless and keep the Carrier

indemnified against all claims or demands whatsoever by

whomsoever made in excess of the liability of the Carrier

under these Conditions in respect of any loss, damage or

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injury however caused, whether or not by the negligence of

the Carrier, its servants, agents or sub-contractors.

1.11. LOADING AND UNLOADING

1.11.1. When collection or delivery takes place at the Customer’s

premises, the Carrier shall not be under any obligation to

provide any plant, machinery, equipment, power or labor,

required for loading or unloading at such premises. Any

assistance given by the Carrier or its servant at or beyond

the usual place of delivery shall be at the sole risk of the

Customer and the Carrier shall not be liable for any claims

for damages, costs and expenses arising from such loss.

1.11.2. Goods requiring special equipment for loading to, or

unloading from the vehicle are acceptable for carriage only

on the condition that the sender has duly ascertained from

the Consignee that such equipment are available at

destination. Where the Carrier is, without prior

arrangement in writing with the Customer, called upon to

load or unload such Goods the Carrier shall be under no

liability whatsoever to the Customer for any damage

howsoever caused whether or not by the negligence of the

Carrier, its servants or agents, and the Customer shall

indemnify the Carrier against any damage suffered.

1.11.3. The Carrier may, at its discretion, provide special

equipment for loading and unloading of container from

trailer at the applicable Charges subject to prior notice

given to the Carrier by the Customer.

1.11.4. The Customer shall ensure that the parking bay allotted for

the container during loading and unloading shall

accommodate the weight of the goods placed in the

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container. In the event of any mishap/loss/occurrences at

the parking bay due to the parking bay being unsuitable, the

Customer shall be held liable regardless of how the damage

was caused whether or not by the negligence of the Carrier,

its servants or agents.

1.11.5. If loss is suffered during unloading of goods, such as toppling

of containers due to usage of improper unloading method,

the Customer shall be held liable regardless of how the

damage was caused whether or not by the negligence of the

Customer, its servants or agents.

1.11.6. During trucking from one location to another location, the

Carrier shall be held liable for any mishaps/losses during the

trucking process provided that any losses or damages is

proven to be due to the Carrier’s negligence or fault.

1.11.7. In the event, the containers carrying the goods had to be

placed outside the premises of the Customer or outside the

allocated area for unloading/loading due to insufficient

parking space and a loss takes place, during any time of the

day and in whatever form, to the container or the goods so

placed, the Customer shall be held solely liable for the said

loss and the Carrier shall not be held negligent under any

circumstances.

1.12. REQUEST FOR DELIVERY OF CONTAINER

1.12.1 The Carrier may accept Request for Delivery of containers

provided it is made on an approved Request for Delivery

form officially endorsed by the Customer making such a

request or any electronic means of transmission for Request

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to the Carrier. Copies of the approved Request for Delivery

forms can be obtained from all the registered branches of

the Carrier.

1.13. CONSIGNMENT NOTE

1.13.1. Every consignment of Goods, except as otherwise arranged,

shall be addressed and labeled in accordance with the

Carrier’s requirements and be accompanied by a

Consignment Note containing such particulars as the Carrier

may require. The Carrier shall, if so required sign a

document prepared by the sender, acknowledging the

receipt of the Consignment but no such document shall be

evidence of the condition or of the correctness of the

declared nature, quality, quantity or weight of the

Consignment at the time it is received by the Carrier.

1.13.2. The Consignment Note, Tally Sheet and other relevant

document agreed between the Carrier and the Customer

shall be the prima facie evidence of the receipt of the

Goods by the Carrier in the case of the Goods packed in a

container for export and movement between two inland

sites.

1.13.3 The Carrier shall not be responsible to make any

representation as to the weight, contents, measures,

quantity, description, condition, marks, number of packages

or value of Goods.

1.13.4 Unless upon receipt of the Consignment, the Consignee or

his agent notifies the Carriers in writing (whether on the

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Consignment note or otherwise) of any loss or damage to

the Goods and the general nature thereof, the Carriers are

deemed to have delivered the Consignment prima facie in

the same order and condition as when received by them.

1.14. TRANSIT

“Transit” means Consignment in motion which cannot be

delivered directly without consolidation with other

Consignment, or while waiting for Customer’s Instructions or

waiting for the arrival of another mode of transportation for

delivery to the agreed delivery point.

1.14. 1. Transit shall commence when the Consignment is handed to

the Carrier at the agreed point of collection.

1.14.2. Transit shall end (unless otherwise previously determined)

when the Consignment is tendered at the agreed place of

delivery at the Consignee’s premises. Provided always:-

a. That if no safe and adequate access or no adequate

unloading facilities exist there, then transit shall be

deemed to end at the expiry of one clear day after

notice in writing of the arrival of the Consignment at

the Carrier’s premises has been sent to the Consignee;

b. That when for any other reason whatsoever a

Consignment cannot be delivered or when a

Consignment is held by the Carrier to wait order “to be

kept till called for” or upon any like instructions and

such instructions are not given, or the Consignment is

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not called for and removed, within a reasonable time,

then transit shall be deemed to end; and

c. The foregoing do not affect the right of the Carrier to

raise detention charges for prime mover and trailer

incurred (and any other staging, diversion, storage

charges, futile trip charges incurred) as provided for in

the Tariffs.

1.14.3. If the Carrier has made arrangement to deliver a container

to the Customer at an agreed time, however, due to

unforeseen circumstance the container is either delivered

earlier or later than the agreed time, but within a

reasonable time and if the Customer refuses acceptance or

no representative of the Customer is present to accept the

container, and the container is hauled back to the Carrier’s

premises, the Customer shall have to submit a new Request

For Delivery of the container to his premises and the

Customer has to bear the costs of the futile trip made

earlier together with any other charges that may incur.

1.14.4. If delivery of the Goods or any part thereof is not taken by

the Customer, at the time and place when and where the

Carrier or any person whose services the Carrier makes use

of, calls upon the Customer to take delivery thereof, the

Carrier shall be entitled to store the Goods or any part

thereof at the sole risk of the Customer, whereupon the

liability of the Carrier in respect of such Goods shall wholly

cease and the costs of such storage and all other expenses

and liability whatsoever paid or payable or incurred or

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which may be incurred by the Carrier shall be paid by the

Customer on demand.

1.15. UNDELIVERED OR UNCLAIMED GOODS

1.15.1 When the Carrier is unable for whatsoever reason, to deliver

a Consignment to a Consignee, or, as Consignee may order

or where, by virtue of the proviso to (Clause 14.2) hereof,

transit is deemed to be at an end, the Carrier may sell the

Goods and any payment or tender of the proceeds after

deductions of all proper charges and expenses in relation

thereto and all outstanding charges in relation to the

carriage and storage of the Goods shall (without prejudice

to any claim or right which the Carrier may have against the

Customer otherwise arising under these Conditions)

discharge the Carrier from all liabilities in respect of such

Goods, carriage and storage.

Provided that in the circumstances which shall include but

not limited to the following:-

a. The Carrier does what is reasonable to obtain the

value of the Consignment; and

b. The written authority to sell shall not be exercised

where the name and address of the sender or of the

Consignee is known unless the Carrier shall have

done what is reasonable in the circumstances to give

notice to the sender, or if the name and address of

the sender is known to the Consignee then the

Goods will be sold unless within the time specified

in such notice, the Goods are taken away or

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instructions are given for their disposal by the

sender.

c. Without prejudice to clauses (a) and (b), the Carrier

shall be entitled but under no obligation, at the

expenses of the Customer payable on demand and

without any liability on the part of the Carrier to

the Customer, to sell or dispose:-

i. on giving 30 days notice in writing to the

Customer or where the Customer cannot be

traced and reasonable efforts have been made

to contact any parties who may reasonably be

supposed by the Carrier to have any interest in

the Goods, of Goods or any part thereof which

in the sole opinion of the Carrier cannot be

delivered as instructed; or

ii. without notice to the Customer, of Goods

which have perished, deteriorated or altered,

or are in immediate prospect of doing so or

which has caused or may reasonably be

expected to cause loss or damage to any

person or property or to contravene any

applicable laws or regulations.

1.16. METHODS AND ROUTES OF TRANSPORTATION

1.16.1 The Carrier may at any time and without notice to the

Customer:-

a. Use any means of transport and storage whatsoever;

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b. Proceed by any route at his discretion (whether or

not the nearest or most direct or customary or

advertised route);

c. Load and unload the Goods at any place and store

the Goods at any place;

d. Comply with any orders and recommendations given

by the Government or authority or any person or

body acting or purporting to act as or on behalf of

the Government or authority or having under the

terms of the insurance of the conveyance employed

by the Carrier the right to give orders or directions;

and

e. Where Goods are carried wholly or partly by water

or air or rail and the Carrier has sub-contracted such

carriage, the Carrier shall have the full benefits of

all indemnities, rights, limitations and exclusions of

liability available to the sub-contractor under any

law, statute or regulation and in his contract with

the Carrier and the liability of the Carrier shall not

exceed the amount recovered, if any, by the Carrier

from such sub-contractor. In the absence of proof to

the contrary where Goods are carried partly by land

and partly by water or air or rail, any loss damage or

delay shall be deemed to have occurred whilst the

Goods are being carried by road.

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1.17. ROUTE SURVEY

1.17.1 Customer shall be responsible to make available all access

routes for the safe delivery of the container. The Carrier

may but under no obligation carry out a route survey or

appoint an independent consultant to do the route survey

and all costs to be borne by the Customer.

1.18. GOODS SHUT-OUT / EXPIRY OF FREE PERIOD

1.18.1 The Carrier shall not be liable for delay or late arrival of

Goods for export resulting in subsequent shut-out by vessel

or the incurrence of any charges for Goods imported lying in

port premises after expiry of the free period by the shipping

line or the port operator or authority.

1.19. PERFORMANCE OF CONTRACT

1.19.1. If at any time the performance of the Contract evidenced by

these Conditions is or is likely to be affected by any

hindrance, risk, delay, difficulty or disadvantage or

whatever kind which cannot be avoided by the exercise of

reasonable endeavor, the Carrier (whether or not the

transport is cancelled) may without notice to the Customer

treat the performance of the Contract as terminated and

place the Goods or any part of them at the Customer

disposal at any place which the Carrier may deem safe and

convenient, whereupon the responsibility of the Carrier in

respect of such Goods shall cease. The Carrier shall

nevertheless be entitled to full freight and charges on Goods

received for transportation and the Customer shall pay any

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additional cost for carriage to and delivery and storage at

such place.

1.19.2. The circumstances referred to in sub-clause 1.19.1 above

shall include, but shall not be limited to those caused by the

existence or apprehension of war declared or undeclared,

hostilities, warlike or belligerent acts or operations, riots,

civil commotions or other disturbances, strikes, lockouts or

other labor troubles whether partial or general whether or

not involving employees of the Carrier or its sub-

contractors, bad weather, any act of God or other obstacles

in the transportation of the Goods.

1.20. LIABILITY FOR LOSS OR DAMAGE

1.20.1. The Customer shall at all times ensure that they have

purchased or obtained full insurance coverage against any

event of loss and or damage for the goods in

transit/stowage including the coverage of the container,

which holds the goods. This coverage shall include the

entire journey from receipt until delivery of the container

up to and including any transit, temporary stoppage and/or

staging, stowage, partial loading/unloading period. The

Customer shall provide a copy of such policy or policies of

insurance coverage to the Carrier on request and there shall

be no entitlement of subrogation to the insurer of the

Carrier or the Carrier in that policy.

1.20.2. Unless the Carrier advises otherwise in writing to the

Customer, the Carrier is deemed to be covered under

Subrogation insurance. All claims whether for loss or

damages however it may arise, whether from the Customer

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or other third parties shall be claimed against the

Customer's own insurer. In the event of a valid and proven

claim against the Carrier by reason of actual negligence or

fault of the Carrier, the Customer's insurer shall then claim

against the Carrier's insurers. The Customer shall make no

direct claims against the Carrier unless provided for by the

individual Carrier's insurers.

1.20.3. The Customer shall also never deduct in any manner either

by direct debit or contra of account or any other method

that reduces or withholds the payments due to the Carrier

for services previously rendered, in any effort to off-set

claims for losses, damages or penalties for delays and any

other costs which may arise.

a. the amount of compensation for any one case shall not

exceed:

i. the value of the Goods lost, damaged,

misdirected, mis-delivered or in respect of which

a claim arises; or

ii. RM5.00 per kilo weight of the Goods; or

iii. RM100, 000 per shipment, or

iv. In case of damage to machines/machinery parts

during transportation, the Carrier shall only be

liable to the repair cost up to the limit allowed by

the Carrier’s insurers. In the event only a part of

the machines/machinery is damaged, the weight

to be used for compensation shall be the weight

of the damaged parts only; whichever of the

above is lower.

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b. The value of the goods:-

i. shall be calculated by reference to the invoice

value of the Goods plus freight and insurance if

paid; and

ii. if there is no invoice value for the goods, shall be

calculated by reference to the value of such

Goods at the place and time when they are

delivered to the Customer, their assignees or such

person as instructed by the Customer or should

have been delivered. The value of the goods shall

be fixed according to the current market value or

commodity exchange price or if there is not

current market price value or commodity

exchange price, by reference to the normal value

of Goods of the same kind and quality.

c. In the case of loss or damage to any containers, the

Carrier shall not be liable for any demurrage,

detention, store-rent or any other incidental charges

relating to the container beyond the claim for physical

damage or loss of the container, from the day after the

incident of damage to the container or from three (3)

days after the day the container was handed into the

Carrier's custody.

1.21. Time Limits for Claims

1.21.1 The carrier shall not in any event be liable for:-

a. Loss or damage to Goods/Containers unless it is

advised in writing within three (3) Business Days and

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the claim is made in writing within seven (7) Business

Days after the termination of transit of the

Consignment, or the part of the Consignment, in

respect of which the claim arises.

b. Non-delivery of the whole of the Consignment or part

thereof unless it is advised of the non-delivery in

writing within three (3) Business Days and the claim is

made in writing within seven (7) Business Days after

the Customer handed the Consignment to the Carrier.

c. Losses/damages to Goods found in the container if

the container's seal is intact upon receipt by the

Customer.

1.21.2. The Carrier shall in any event be discharged from all liability

whatsoever in respect of the Consignment unless a suit is

commenced within a period of time of six (6) months from

the termination of transit or, in the case of loss, mis-

delivery or non-delivery of the whole or part of the

Consignment a notice of any claim is made within three (3)

Business days referred to in Paragraph 33.4 of the Common

Conditions..

1.21.3. In the event, the Customer or the Carrier is not covered

under any insurance policy, any claims for losses proven to

be due to the negligence of the Carrier shall be treated

under the conditions set forth in Paragraphs relating to

Insurance in Part VI of the Common Conditions herein.

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1.22. LIMIT OF LIABILITY IN RESPECT OF DELAY

1.22.1. The liability of the Carrier in any event in respect of delay

in the carriage of any complete Consignment shall not

exceed a sum equal to the carriage charges received by the

Carrier in respect of that Consignment.

1.22.2. The Carrier shall not in any case be liable for indirect or

consequential losses or for loss of a market.

1.23. DETENTION CHARGES

1.23.1 The Customer shall be liable for detention charges out of

detention of equipment and trailers and/or containers

beyond the stipulated free time as provided for by the

Carrier’s applicable Charges and in accordance with the

Paragraph 43, Part VII of the Common Conditions. The

liability shall also extend in cases where trailers and/or

containers are detained by order of the Government or its

agents.

1.24. WARRANTIES AND INDEMNITIES

1.24.1. The extent of the Carrier’s responsibilities and liabilities are

defined herein and the Customer shall save harmless and

keep the Carrier indemnified from and against all claims

costs and demands of whatsoever nature and by

whomsoever made and howsoever arising, from negligence

or otherwise in excess of the liability of the Carrier under

these Conditions arising directly or indirectly from the

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collection, carriage, storage and/or delivery of the

Customer’s Consignment. Accordingly, the Customer shall

indemnify the Carrier against:-

a. All consequences suffered by the Carrier (including

but not limited to claims, demands, proceedings,

fines, penalties, damages, costs, expenses and loss of

or damage to the carrying vehicle and to other Goods

carried) of any error, omission, mis-statement or

misrepresentation by the Customer or other owner of

the Goods or by any servant or agent of either of

them, insufficient or improper packing, labeling or

addressing of the Goods or fraud;

b. All claims and demands whatever by whoever made in

excess of the liability of the Carriers under these

Conditions;

c. All losses suffered by and claims made against the

Carrier in consequence of loss of or damage to

property caused by or arising out of the carriage by

the Carrier of Dangerous Goods whether or not

declared by the Customer as such;

d. All claims made upon the Carrier by the Royal

Customs and Excise in respect of dutiable Goods

consigned in bond whether or not transit has ended;

e. All currency losses as a result of payment being made

in currency other than Malaysian Ringgit or such

agreed currency of payment between the parties.

1.24.2. In the absence of written notice to the contrary given to the

Carrier at the time of delivery to it, all Goods and the

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packaging within which they are contained are warranted by

the Customer to be fit to be carried and stored.

1.24.3. The Customer agrees that he will not submit to the Carriers

any Consignment container dangerous, verminous, infested,

contaminated or condemned Goods unless he shall first have

given to the Carrier in writing full details of the same and

obtained the written agreement of the Carrier to the

submission of such Consignment.

1.24.4. If the Customer fails to comply with sub-clause 1.24.3

above, the Customer will be responsible for and will

indemnify the Carrier against all losses, damage and claims

of whatsoever nature made upon the Carrier for which the

Carrier may be or become liable arising from the tender of a

Consignment all or part of which consists of dangerous,

verminous, contaminated or condemned Goods including

loss and/or damage sustained by the Carrier to its own

property and injuries or loss sustained by servants, agents

and/or sub-contractors of the Carrier whether or not

caused by the negligence of the Carrier, its servants, agents

or sub-contractors.

1.25. INSPECTION OF GOODS

1.25.1 The Carrier shall be entitled but under no obligation, to

open any container any time and to inspect the contents. If

it thereupon appears that the contents or any part thereof

cannot safely or properly be carried further, either at all or

without incurring any additional expenses to carry or take

any measures in relation to the container or its contents or

any part thereof, the Carrier may abandon the

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transportation thereof and/or take any measures and/or

incur any reasonable expenses to carry or to continue the

carriage or to store the same under cover or in the open, at

any place, which storage shall be deemed to constitute due

delivery under these Conditions. The Customer shall

indemnify the Carrier against any reasonable additional

expenses so incurred. If the container is full container load,

laden, counted and sealed, the Carrier will not be

responsible for any loss or damage to the goods and/or

container.

1.26. COMPLIANCE WITH REGULATION OR REQUIREMENTS

1.26.1 The customer shall comply with all the regulations or

requirements of the Customs, port and other authorities,

and shall bear and pay all duties, taxes, fines, imposts,

expenses or losses incurred or suffered by reason thereof or

by reason of any illegal, incorrect or insufficient marking,

numbering and addressing of the Goods, and indemnify the

Carrier in respect thereof.

1.27. TIME TO TAKE DELIVERY OF GOODS

1.27.1 The Customer shall take delivery of the Goods within the

time agreed between the Carrier and the Customer.

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1.28. GENERAL LIEN

1.28.1 The Carrier shall have a general lien against the owner of

any Goods for money whatsoever due from such owner to

the Carrier. If any lien is not satisfied within a reasonable

time, the Carrier may at its absolute discretion sell the

Goods as agents for the owner and apply the proceeds

towards the money due and the expenses of the sale, and

shall upon accounting to the Customer, for the balance

remaining if any, be discharged from all liability whatsoever

in respect of the Goods.

1.29. INTERIM CARRIAGE

1.29.1 If the Carrier undertakes carriage of Goods in a container

involving a particular stage of the overall transport of the

container, the Carrier’s liability for loss or damage to the

Goods shall be limited between the time the Goods was

received by the Carrier for transportation and the time the

Goods was delivered to the Customer.

1.30. LAW COVERING THE CONTRACT

1.30.1 These Conditions and all agreements between the Carrier

and the Customer shall be governed by Malaysian law and

the parties agree to submit to the non-exclusive jurisdiction

of the Malaysian courts.

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1.31. OTHER PUBLISHED REGULATIONS

1.31.1 All Goods are carried or stored subject also to any other

applicable published by-laws or regulations relating to the

Services of the Carrier for the time being in force and in the

event of conflict between such by-laws or regulations and

these Conditions, the said bye-laws or regulations shall

prevail.

1.32. NON-COMPLIANCE OF THESE CONDITIONS

1.32.1 The Carrier shall not in any case be liable for loss or damage

directly occasioned by the failure of the Customer to

comply with these Conditions.

1.33. ALTERATION TO THE CONDITIONS

1.33.1 The provisions of these Conditions are not exhaustive and

where any discrepancy or insufficient detail exists, the

Customer may refer such discrepancy or insufficient detail

to the Carrier. The Carrier reserves the right, at any time,

to alter or repeal any or all of the provisions of this

Conditions for the time being in force or make any new

Conditions to the exclusion of or in addition to any or all of

the existing provisions and any provisions so made shall be

deemed to be the provisions of the same validity as if

originally embodied herein and shall themselves be subject

in the like manner to be altered or modified.

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1.34. ARBITRATION

1.34.1 The parties herein agree that any dispute which may arise

out of or in connection with the terms of these Conditions

or the interpretation, application, implementation, validity,

breach or otherwise of any provision thereof and in

particular in relation to the responsibility of parties in the

payments of costs for failure to comply with any obligation

stipulated in this Agreement shall exclusively be referred to

and finally settled by arbitration in accordance with the

Arbitration Act 2005. The parties herein further agree that

in the event an arbitration is required, the arbitrator shall

be mutually agreed upon and that the arbitrator’s decision

shall be final, binding and conclusive between parties.

1.35. ENACTMENTS OF LAW AND BY-LAWS

1.35.1 Without prejudice to the generality of the provisions herein

mentioned, any law or by-law enactments or regulations

passed by the Government at any time, which are in conflict

with any or all of the existing provisions, such law or by-law

enactments or regulations so passed shall supersede such

existing provisions.

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APPENDIX ‘1 A’

JPLOGISTICS’ PARTICULAR CONDITIONS FOR TRANSPORTATION OF

CONVENTIONAL GOODS

1.A The Particular Conditions

(a) All the Particular Conditions set out herein shall apply to all

lorry transportations business or services as between a

JPLogistics and its Customer or Customers.

(b) All the Particular Conditions as set out herein shall be

deemed to be automatically incorporated into the contract

for transportation service between JPLogistics and its

Customer or Customers, in addition to the Common

Conditions whenever applicable. If there is a conflict

between the Particular Conditions and the Common

Conditions, the former shall prevail.

(c) No alteration shall be allowed to any of these Particular

Conditions. Any alteration or amendment to shall be

subject to the approval of JPLogistics.

1.A.1 These Particular Conditions shall be subject to all the

provisions of the existing law currently in force. In the

event that any part of these Particular Conditions is in

conflict with or repugnant to any provision of the existing

law currently in force, then and in every such a case, such

part of the Particular Conditions shall be void to that extent

only but no further.

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1A.2. Subject to the provisions of the Road Transport Act 1987

currently in force in Malaysia, the freight rates charged in

respect of all transportation services for Goods shall be

negotiated and mutually agreed upon between JPLogistics

and its Customer.

1A.3. The Customer entering into any contract for services with a

JPLogistics in respect of the transportation services or any

other related transaction of any kind whatsoever shall

hereby expressly :-

(a) warrant that he is either the legal or beneficial owner of

the Goods to be transported or its authorized servant or

agent; and

(b) further warrant that he or its authorized servant or agent

has agreed to accept and be subject to these terms and

conditions not only for himself but also as the agent for, and

on behalf of all or any person or persons whatsoever who

is/are or may subsequently become interested in the Goods

in any way whatsoever so transported by the JPLogistics.

1. A.4. JPLogistics shall decide at its absolute discretion the mode

of transportation of the Goods without any interference

whatsoever from the Customer.

1. A.5 Subject to express instructions in writing having been first

given by its Customer to JPLogistics shall have the absolute

discretion to decide the means, route and procedure to be

followed in the handling and transportation of the Goods.

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1. A.6. The Customer hereby expressly warrants the accuracy of the

description, values, weights and all other related particulars

of the goods so furnished by the customer to JPLogistics for

all purposes of the Customs Department and all other

appropriate authorities and hereby expressly undertakes to

indemnify and keep fully indemnified JPLogistics against all

claims, liabilities, loss, damages, actions and proceedings

whatsoever arising from any inaccuracy or omission on the

part of the customer, whether or not such inaccuracy or

omission is due to any negligence or neglect.

1. A.7. The Customer shall be responsible for the payment of all

tolls, levies, customs duties or outlays of any kind

whatsoever to be levied or imposed by the appropriate

authorities at any port or place in respect of the

transportation of the Goods.

1. A.8. The Customer shall be responsible for all the payments to

JPLogistics of all the freights, duties, charges or other

expenses in respect of the Customer’s goods accepted and

transported by JPLogistics irrespective of whether such

payments are to be made by either the Customer or its

consignee or consignees. If any such payment which is due

is not collected by JPLogistics, the Customer shall remain

and continue to remain responsible for such payment if the

same has not been paid by its consignee or consignees.

1. A.9. No insurance will be effected except upon express

instructions in writing first being given by the Customer to

the JPLogistics and all such insurances effected by

JPLogistics are subject to the usual exceptions and

conditions of the policies of the insurance companies or

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underwriters taking the risks. All insurance premiums are to

be solely borne by the Customer or its consignee or

consignees absolutely.

1. A.10. It is hereby expressly declared and agreed by JPLogistics

and its Customer or Customers that JPLogistics shall only be

responsible for the loss or damage to the Goods or for its

non-delivery or mis-delivery provided that it is first proved

that such loss damage non-delivery or mis-delivery has

occurred whilst the Goods so transported by JPLogistics

were in the actual custody and control of JPLogistics during

transit, safe and except that such loss, damage or non-

delivery is caused by theft, fire, flood, accident, riot, civil

disturbance or Force Majeure whatsoever and howsoever.

1. A.11 In the event the Goods so transported by JPLogistics are

subsequently rejected and returned by its consignee or

consignees for any reason whatsoever, then and in every

such a case the Customer shall be responsible for the

payment to JPLogistics of the 2-way transportation freight

charges including all the incidental costs and expenses and

other charges, if any, incurred in connection with the

necessary bailment, storage, maintenance and custody of

such Goods.

1. A.12. Further and without prejudice to the generality of the

preceding conditions, JPLogistics in particular shall not in

any event, whether under Paragraphs 10 or 11 herein or

otherwise, be under any liability whatsoever to its Customer

for any consequential loss arising from or caused by any loss

of market due to fire or flood or delay or deviation

howsoever.

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1.A.13. IN NO CASE SHALL ANY CLAIM FOR COMPENSATION

WHATSOEVER BY ITS CUSTOMER OR CUSTOMERS INCLUDING

SUBROGATION CLAIM IF ANY AGAINST JPLOGISTICS EXCEED

THE TOTAL VALUE OF ITS CUSTOMER’S GOODS

TRANSPORTED SUBJECT TO A MAXIMUM LIABILITY OF NOT

EXCEEDING RM100, 000.00 PER SHIPMENT.

1. A.14. JPLogistics shall be discharged from all its liabilities in any

of the following circumstances:-

(i) After delivery of the Goods by JPLogistics or its servants or

agents to its Customer or the consignee and consignees of

the Customer, and

(ii) Non-delivery of the Goods (however caused) unless notice in

writing of such non-delivery is received by JPLogistics from

its Customer within seven (7) Business Day upon being

earlier notified within Three (3) Business Days after the end

of each transit of such Goods.

1. A.15. All Goods transported and delivered shall be acknowledged

receipt of the same by the consignee or consignees of the

customer or its/their authorized agent(s) or servant(s) by

the way of affixing the signature together with the chop of

the consignee to the relevant delivery note(s) and/or

transport bill(s).

1.A.16. NOXIOUS, DANGEROUS, HAZARDOUS, INFLAMMABLE OR

EXPLOSIVE GOODS

(a) No noxious, dangerous, hazardous, inflammable or explosive

goods of whatever nature or any other Goods which are

likely to cause damage shall be offered by its Customer to

JPLogistics for the delivery or transportation of the same to

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any part of Malaysia except in cases where the requisite

approval in writing from the relevant authority or

authorities under special arrangement has previously been

obtained.

(b) In the event the Customer has obtained or caused the

delivery of any of the above-said Goods to a JPLogistics for

transportation of the same without the requisite approval in

writing being first obtained by the Customer from the

relevant authority or authorities, then and in every such a

case the Customer shall be fully liable for any claim,

liability action, proceedings, loss or damages whatsoever

arising from or caused by the transportation of such Goods.

(c) A customer shall indemnify and keep fully indemnified

JPLogistics against all claims, liabilities, actions,

proceedings, loss or damages including all penalties, costs

and expenses incidental thereto in the event of any breach

of the above-said condition on the Customer or its servant

or agent.

(d) JPLogistics or its servant or agent may at its sole absolute

discretion dispose of or otherwise deal with any of the

above-said goods in any manner JPLogistics shall deem fit if

such goods are at the material time found to be in the

custody of JPLogistics or its servant or agent.

1. A.17. Without prejudice to the preceding Paragraphs, JPLogistics

hall have the right to enforce any liability of its Customer

under these Particular Conditions or to recover any sums

payable by its Customer not under these Particular

Conditions not only against or from the sender and/or

consignee and/or owner of the Goods. All sums shall be

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paid to JPLogistics immediately as they fall due without

deduction and that payment shall not be withheld or

deferred on account of any claim, counterclaim or set-off

whatsoever.

1. A.18. All Goods transported by JPLogistics (and documents

relating to the Goods) shall be subject to a particular and

general lien and right of detention of JPLogistics for monies

due from the Customer or its consignee or consignees either

in respect of such Goods or for any particular or general

balance or other monies due from the Customer or its

sender, consignee or owner to JPLogistics. If such monies

are not paid to JPLogistics within thirty (30) Business Days

from the date of the invoice issued to the Customer or

within fourteen (14) days after notice of demand in writing

has been given to the person from whom such sum of the

monies is due resulting in such Goods being detained, the

detained Goods may be sold by auction or otherwise dealt

with by JPLogistics at the sole discretion of JPLogistics and

at the sole costs and expenses of such person, and the net

proceeds thereof shall be applied in or towards satisfaction

of such debts or any part thereof.

1. A.19.In addition to and without prejudice to the foregoing

Paragraphs, a Customer hereby undertakes that he shall in

any event indemnify JPLogistics against all claims and

liabilities whatsoever suffered or incurred by JPLogistics

arising directly or indirectly from or in connection with the

Customer’s Instructions for the transportation of the Goods

and in particular the customer shall further indemnify

JPLogistics against all claims and liabilities whatsoever of

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any servant, agent or subcontractor or any haulier,

warehouseman or other person whomsoever at any time

involving in the transportation of the goods against whom

any claim is made directly or indirectly by the Customer or

consignor or consignee or owner of the Goods so

transported.

1. A.20.JPLogistcs shall be discharged of all liabilities in respect of

Goods transported under these Particular Conditions unless

a claim is brought against JPLogistics within a period of 6

(six) MONTHS after the date of delivery of such goods. All

claims, in order to be valid, shall be renewed before the

expiry of the said period.

1. A.21. Before commencement of the loading onto the vehicle of

JPLogistics the Customer shall be deemed to have full

knowledge and notice of the approved laden capacity of the

vehicle concerned. Quantities of cargoes to be loaded shall

be in accordance with the specified registered laden

capacity of the vehicle concerned. If an offence in

overloading has been committed, the Customer/ cargo

owner or its servant or agent shall be fully responsible for

any or all consequences/ PENALTIES WHATSOEVER OR

HOWSOEVER arising from the said overloading offence.

1. A.22.These Particular Conditions for Transportation shall be

governed by the Malaysian law. Any difference or dispute or

claim or matter whatsoever arising shall be a matter to be

settled between JPLogistics and its Customer only.

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APPENDIX ‘2’

PARTICULAR CONDITIONS FOR NON-VESSEL OPERATING COMMON

CARRIER SERVICES

2. JPLOGISTICS AS THE NON-VESSEL OPERATING COMMON

CARRIER (“NVOCC”)

2.1 Description Of NVOCC Services And JPlogistics’ Charges

And Tariffs:

2.1.1 As a Non-Vessel Operating Common Carrier (‘NVOCC’),

JPLogistics acts as a shipment consolidator or freight

forwarder who does not own any vessel, but functions as a

carrier by issuing its own bill of lading and assumes

responsibility for the shipments.

2.1.2 The Goods carried hereunder are subject to these Particular

Conditions and JPLogistics’ Charges and Tariffs. The

Common Conditions may be invoked by JPLogistics whenever

applicable. The Particular Conditions are hereby

incorporated as part of the conditions of the Bill of Lading,

while copies of the relevant conditions of the Charges and

Tariffs are obtainable from JPLogistics. In the event of any

conflict between the conditions for such Charges and

Tariffs, and the conditions of the bill of lading as stipulated

in these Particular Conditions and or the Common

Conditions, the conditions for the bill of Iading in the

Particular Conditions shall prevail.

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2.2 DEFINITION OF ‘MERCHANT’

2.2.1 The Merchant as referred to under these Particular

Conditions shall mean the shipper, consignee, receiver, the

Bill of Lading owner of cargo or person entitled to the

possession of the Goods and the servants or agents of any of

these, all of whom shall be jointly and severally liable to

JPLogistics as the carrier for the payment of all the Charges

and Tariffs, and for the performance of the obligations of

any of them under the Bill of Lading.

2.3. WARRANTY AND ACKNOWLEDGEMENT

2.3.1 The Merchant warrants that in agreeing to the Particular

Conditions hereof, it is or is the agent and has the authority

of the owner or person entitled to the possession of the

Goods or any person who has an interest in the Goods in any

form.

2.3.2 The Merchant acknowledges that JPLogistics is an NVOCC

and that it does not own vessels, as a result of which

JPLogistics or any of its sub-carrier connecting JPLogistics as

a carrier or substitute carrier (which may be NVOCC) will be

required to contract with an actual ocean carrier to

accomplish the carriage contemplated by the Bill of Lading

and does so as agent of the merchant. The merchant further

acknowledges that by identifying the carrying vessel on the

face side hereof, it knows or can determine the name of the

actual ocean carrier’s Bill of Lading and applicable Charges

and Tariffs and agrees to be bound thereof.

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2.4. RESPONSIBILITY

2.4.1 Except where the carriage covered by this Bill of Lading is

to or from a port or locality where there is in force a

compulsorily applicable local law of a nature similar to the

International Convention for the Unification of Certain Rules

Relating to bills of lading, dated at Brussels August 25 1924

as revised, the provisions of which cannot be departed

from, and suit or other proceeding is instituted and litigated

in such locality, this Bill of Lading shall have effect subject

to the COGSA as revised and applicable at that port or

locality , and nothing herein contained shall be deemed a

surrender by JPLogistics of any of its rights, immunities,

exemptions, limitations or exonerations or an increase of

any of its responsibilities or liabilities under COGSA or as the

case may be, such compulsorily applicable local law. The

provisions of COGSA or its equivalent under the local laws

(except as otherwise specifically provided herein) shall

govern before loading or and after discharge from the vessel

and throughout the entire time the Goods or containers or

other packages are in the care, custody and/or control of

JPLogistics, a participating carrier or independent

contractor (inclusive of all sub-contractors), their servants

and agents whether engaged by or acting for JPLogistics or

any other person, as well as during the entire time

JPLogistics as the carrier is responsible for the Goods. In the

absence of applicable equivalent local laws, COGSA shall

apply during the entire time JPLogistics as the carrier

remains responsible hereunder.

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2.4.2 JPLogistics shall not be liable in any capacity whatsoever for

any delay, non-delivery, mis-delivery or other loss or

damage to or in connection with the Goods or containers or

packages occurring at any time contemplated under Item

2.4.

2.4.3 JPLogistics shall, irrespective of which law is applicable

under Item 2.4.1 herein, be entitled to the benefit of the

relevant provisions in the Malaysian COGSA as applicable in

Peninsular Malaysia, Sabah or Sarawak.

2.4.4 The rights, defences, exemptions, limitations of and

exonerations from liability and immunities of whatsoever

nature provided for in the Bill of Lading shall apply in any

action or proceeding against JPLogistics, its servants or

agents and or any participating carrier or independent

contractor whether in tort or in contract.

2.5. SUBCONTRACTING AND BENEFICIARIES

(a) JPLogistics shall be entitled to subcontract on any terms the

whole or any part of the carriage, loading, unloading,

storing warehousing, handling and any and all duties

whatsoever undertaken by it in relation to the Goods or

containers or packages or any other cargo.

(b) It shall be understood that if it should be adjudged that any

person or entity other than or in addition to JPLogistics is

under any responsibility with respect to the Goods or any

other goods, regardless of the port or place where any loss

or damage shall occur and without regard to whether the

Goods covered hereby or any other Goods being handled or

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are damaged directly or indirectly during any handling, and

even if the Goods or other goods are transported on free in,

stowed and or free out terms, all exemptions, limitations of

and exonerations from liability provided by law or by these

Conditions hereof shall be available to all servants and

agents, owners, representatives, all participating carriers

(including rail and other inland and coastal) carriers and all

stevedores, terminal operators, warehousemen, crane

operators, watchmen, carpenters, ship cleansers, surveyors

and all independent contractors, inclusive of all persons

providing any service whatsoever. In contracting for the

foregoing exemptions, limitations of and exonerations from

liability, JPLogistics is acting as agent and trustee for and

on behalf of all persons describe above, all of whom shall to

this extent be deemed to be a party to the contract

evidenced by this bill of lading, regardless for whom acting

or by whom retained and paid, it being always understood

that said beneficiaries are not entitled to any greater or

further exemptions, limitations of or exonerations from

liability than those that JPLogistics has under this bill of

lading in any given situation.

(c) JPLogistics undertakes to procure such services as necessary

and shall have the right at its sole discretion to select any

mode of land, sea or air transport and to arrange

participation by other carriers to accomplish the total or

any part of the carriage from Port of Loading to Port of

Discharge or from Place of Receipt to Place of Delivery, or

any combination thereof, except as may be otherwise

provided herein.

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(d) The Merchant agrees that JPLogistics shall be deemed to be

a beneficiary of the actual ocean carrier’s bill of lading and

of all exemptions, limitations of and exonerations from

liability therein contained even though JPLogistics acts as

agent of the Merchant in contracting with the actual ocean

carrier for the carriage of Goods. Notwithstanding, under no

circumstances shall JPLogistics be responsible for any

damages to an extent greater than the Goods.

(e) No agent or servant of JPLogistics or other person or class

named in sub-paragraph (b) hereof shall have power to

waive or vary any of these Conditions unless such waiver or

variation is in writing and is specifically authorized or

ratified in writing by an officer or director of JPLogistics

having actual authority to bind JPLogistics to such a waiver

or variation.

2.6. DESCRIPTION OF GOODS AND MERCHANT’S

RESPONSIBILITIES

(a) The description and particulars of the Goods set out on the

face hereof and any description, particular or other

representation appearing on the Goods, container or

packages or documents relating thereto are furnished by the

Merchant, and the Merchant warrants to JPLogistics that the

description, particulars or any representation made

including but not limited to weight, content, measure,

quantity, quality, condition, marks, number and value, are

correct.

(b) The Merchant warrants that it has complied with all

applicable laws, regulations and requirements of Customs,

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Port and other authorities and shall bear and apply all

duties, taxes, fines, impositions, expenses and losses

incurred or suffered by reason thereof or by reason of any

illegal, incorrect or insufficient marking, numbering,

addressing or any other particulars relative to the Goods.

(c) The Merchant further warrants that the Goods are packed in

a manner adequate to withstand the ordinary risks of

carriage having regard to their nature and in compliance

with all laws, regulations and requirements which may be

applicable.

(d) No Goods which may become dangerous, inflammable or

damaging or which are or may become liable to damage any

property or person whatsoever shall be tendered to

JPLogistics for carriage without JPLogistics prior express

consent in writing and without the container or other

covering in which the Goods are to be transported being

distinctly marked on the outside thereof so as to indicate

the nature and character of any such articles and so as to

comply with all applicable laws, regulations and

requirement. If any such articles are delivered to JPLogistics

without such written consent and marking or if in the

opinion of JPLogistics the articles are or are liable to

become of a dangerous, inflammable or damaging nature,

the same may at any time be destroyed, disposed of,

abandoned or rendered harmless without compensation to

the merchant and without prejudice to JPLogistics’ right to

Charges and Tariffs.

(e) The Merchant shall be liable for all loss or damage of any

kind whatsoever, including but not limited to

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contamination, soiling, detention and demurrage before,

during and after the carriage of property (including but not

limited to containers) of JPLogistics or of any person acting

on its behalf or for which the merchant is otherwise

responsible.

(f) The Merchant and the Goods themselves shall be liable for

and shall indemnify JPLogistics, and JPLogistics shall have a

right of lien on the Goods for all expenses of mending,

repairing, fumigating, repacking, recouping, baling

(bundling), reconditioning of the Goods and gathering of

loose contents, also for expenses for repairing containers

and any payment, expense, fine, dues, duty, tax,

impositions, loss, damage or detention sustained or incurred

by or levied upon JPLogistics, vessel, Goods, containers or

packages and for any action or requirement of any

government or governmental authority or person purporting

to act under the authority thereof, seizure under legal

process or attempted seizure, incorrect or insufficient

marking, numbering or addressing of containers or packages

or description of the contents, failure of the merchant to

procure consular, Board of Health or other certificates to

accompany the Goods or to comply with laws or regulations

or any kind imposed with respect to the Goods by the

authorities at any port of place or any act or omission of the

Merchant. JPLogistics’ lien shall survive delivery and may be

enforced by private or public sale and without notice.

(g) The Merchant shall defend, indemnify and hold harmless

JPLogistics, any participating carrier, independent

contractor, their servants and agents against any loss,

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damage, claim, liability or expense whatsoever arising from

any breach of the provisions of this Item 2.8 or from any

cause in connection with the Goods for which JPLogistics is

not responsible.

2.7. CONTAINERS

2.7.1 Goods may be stowed by JPLogistics in or on containers,

and may be stowed with other goods. Containers whether

stowed by JPLogistics or received fully stowed, may be

carried on or under deck without notice, and the merchant

expressly agrees that cargo stowed in a container and

carried on deck is considered for all legal purposes to be

cargo stowed under deck. Good stowed in containers on

deck shall be subject to the legislation referred to in

Paragraph 2.5 hereof and will contribute in General

Average and receive compensation in General Average, as

the case may be.

2.7.2 The Particular Conditions of this bill of lading shall govern

the responsibility of JPLogistics with respect to the supply

of container to the merchant.

2.7.3 If a container has been stuffed by or on behalf of the

merchant, JPLogistics, any participating carrier, all

independent contractors and all person rendering any

service whatsoever hereunder shall not be liable for any loss

or damage to the Goods, containers or packages or to any

other goods caused:

(i) by the manner in which the container has been stuffed and

its contents secured,

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(ii) by the unsuitability of the Goods for carriage in containers

or for the type of container requested by and furnished to

the merchant, or

(iii) Condition of the container furnished which the merchant

acknowledges has been inspected by it or on its behalf

before stuffing and sealing.

2.7.4 The Merchant shall defend, indemnify and hold harmless

JPLogistics, any participating carrier, independent

contractor, their servants and agents against any loss,

damage, claim, liability or expense whatsoever arising from

one or more of the matters covered under (i), (ii), and (iii)

in Paragraph 2.7.3.

2.8. CONTAINERS WITH HEATING OR REEFER APPARATUS

2.8.1 Containers with temperature or atmosphere-control

apparatus for heating, refrigeration, ventilation or

otherwise will not be furnished unless contracted for

expressly in writing at time of booking and, when furnished,

may entail increased Charges and Tariffs. In the absence of

an express request, it shall be conclusively presumed that

the use of a dry container is appropriate for the Goods.

Merchant shall provide JPLogistics with desired temperature

range in writing at time of booking and insert same on the

face side of the bill of lading, and where so provided,

JPLogistics is to exercise due diligence to maintain the

temperature within a reasonable range while the containers

are in its care, custody and or control or that of any

participating carrier or independent contractor. JPLogistics

does not accept any responsibility for the functioning of

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temperature or atmosphere-controlled containers not

owned or leased by JPLogistics or for latent defects not

discoverable by the exercise of due diligence. Where the

container is stuffed or partially stuffed by or on behalf of

the merchant, the Merchant warrants that it has properly

pre-cooled the container, that the Goods have been

properly stuffed and secured within the container and that

the temperature controls have been properly set prior to

delivery of the container to JPLogistics, its servants and

agents or any participating carrier or independent

contractor. The Merchant accepts responsibility for all

damage or loss of whatsoever nature resulting from a

breach of any of these warranties, including but not limited

to other cargo consolidated in the container with the

merchant’s Goods or to any other cargo, property damaged

or person injured as a result thereof, and the merchant

agrees to defend, indemnify and hold JPLogistics,

participating carriers and independent contractors, their

servants and agents harmless from and against all claims,

suits, proceedings and all other consequences thereof

regardless of their nature and merit.

2.9. OPTION OF INSPECTION

2.9.1 JPLogistics and any participating carrier shall be entitled,

but under no obligation, to open any container at any time

and to inspect the contents if it thereupon appears that the

contents or any part thereof cannot safely or properly be

carried or carried further, either at all or without incurring

any additional expense, JPLogistics and participating

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carrier, independent contractor, their servants and agents

may abandon the transportation thereof and or take any

measures and or incur any reasonable additional expenses to

continue the carriage or to store the Goods, which storage

shall be deemed to constitute due delivery under the HBL.

The Merchant shall indemnify JPLogistics, any participating

carrier, independent contractor, their servants and agents

for any reasonable additional Charges and Tariffs incurred.

2.10. DECK CARGO

2.10.1 Deck cargo (except that carried in containers on deck) and

live animals are received and carried solely at Merchant’s

risk (including accident or mortality of animals), and

JPLogistics will not in any event be liable for any loss or

damage for or from which it is exempt, immune or

exonerated by applicable law, or from any other cause

whatsoever not due to the fault of JPLogistics, any warranty

of seaworthiness in the premises being hereby waived, and

the burden of proving liability being in all respects upon the

Merchant. Except as may be otherwise provided, such

shipments shall be deemed Goods as shall be subject to all

the Conditions of this HBL.

2.11. METHODS AND ROUTES OF TRANSPORTATION

2.11.1 With respect to the Goods or containers or packages,

JPLogistics may at any time and without notice to the

merchant:

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(i) use any means of transport (water, land and or air) or

storage whatsoever;

(ii) forward, transship or retain on board or carry on another

vessel or conveyance or by any other means of transport

than that named on the HBL hereof;

(iv) carry Goods on or under deck at its option;

(v) proceed by any route in its sole and absolute discretion and

whether the nearest, most direct, customary or advertised

route or in or out of geographical rotation;

(vi) proceed or stay at any place whatsoever once or more often

and in any order or omit calling at any port, whether

scheduled or not;

(vii) store, vanned or de-vanned at any place whatsoever, ashore

or afloat, in the open or covered;

(viii) carry livestock, contraband, explosives, munitions, warlike

stores, dangerous or hazardous goods of any and all kinds;

(ix) dry-dock or stop at any unscheduled or unadvertised port

for bunkers, repairs or for any purpose whatsoever;

(x) discharge and require the merchant to take delivery,

vanned or de-vanned;

(xi) comply with any orders, directions or recommendations

given by any government or authority or by any person or

body acting or purporting to act with the authority of any

government or authority or having under the terms of

insurance on the vessel or other conveyance employed by

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JPLogistics the right to give such orders, directions or

recommendations;

(xii) take any other steps or precautions as may appear

reasonable to JPLogistics under circumstances. The liberties

set out in sub-paragraphs (i) through (xii) may be invoked

for any purpose whatsoever even if not connected with the

carriage covered by this bill of lading, and any action taken

or omitted to be taken, and any delay arising therefrom ,

shall be deemed to be within the contractual and

contemplated carriage and not be an unreasonable

deviation. In no circumstance whatsoever shall JPLogistics

be liable for direct, indirect or consequential loss or damage

caused by delay.

2.12. MATTERS AFFECTING PERFORMANCE

2.12.1 In any situation whatsoever and whosesoever occurring and

whether existing or anticipated before commencement of,

during or after the carriage, which in the judgment of

JPLogistics is likely to give rise to any hindrance, risk,

capture, seizure, detention, damage, delay, difficulty or

disadvantage or loss to JPLogistics or any part of the Goods,

or make it unsafe, imprudent, impracticable or unlawful for

any reason to receive, keep, load, carry or discharge them

or any part of them or commence or continue the carriage

or disembark passengers at the port of discharge or of the

usual or intended place of discharge or delivery, or to give

rise to danger, delay or difficulty of whatsoever nature in

proceeding by the usual or intended route, JPLogistics and

any participating carrier, independent contractor, their

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servants and agents, without notice to the merchant, may

decline to receive, keep, load, carry or discharge the

Goods, or may discharge the Goods and may require the

merchant to take delivery and, upon failure to do so, may

warehouse them at the risk and expense of the Merchant or

may forward or transship them as provided in this bill of

lading, or JPLogistics may retain the Goods on board until

the return of the vessel to the port of loading or to the port

of discharge or any other point or until such time as

JPLogistics deems advisable and thereafter discharge them

at any place whatsoever. In such event, as herein provided,

such shall be at the risk and expense of the Merchant, and

such action shall constitute complete delivery and

performance under this contract, and JPLogistics shall be

free from any further responsibility. For any service

rendered as herein above provided or for any delay or

expense to the vessel or JPLogistics caused as a result

thereof, JPLogistics shall in addition to the full Charges and

Tariffs, be entitled to reasonable extra compensation and

shall have a lien on the Goods for same. Notice of

disposition of the Goods shall be sent to the merchant

named in this Bill of Lading within a reasonable time

thereafter. All actions taken by JPLogistics shall be deemed

to be within the contractual or contemplated carriage and

not be an unreasonable deviation.

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2.13. DELIVERY

2.13.1 If delivery of the Goods or container or packages or any

part thereof is not taken by the merchant when and where

and at such time and place as JPLogistics is entitled to have

the merchant take delivery, whether or not the Goods are

damaged, they shall be considered to have been delivered

to the merchant, and JPLogistics may, at its option, subject

to its lien and without notice, elect to have the same to

remain where they are or, if containerized, de-vanned and

sent to a warehouse or other place, always at the risk and

expense of the Merchant. If the Goods are stowed within a

container owned or leased by JPLogistics, JPLogistics shall

be entitled to de-van the contents of any such container,

whereupon the Goods shall be considered to have been

delivered to the Merchant, and JPLogistics may at its option

subject to its lien and without notice, elect to have the

same remain where they are or sent to a warehouse or other

place, always at the risk and expense of the merchant. At

ports or places where by local law, authorities or custom

JPLogistics is required to discharge cargo to lighter or other

craft or where it has been so agreed or where wharves are

not available which the vessel can get to, be at, lie at, or

leave, always safely afloat, or where conditions prevailing

at the time render discharge at wharf dangerous,

imprudent, or likely to delay the vessel, the merchant shall

promptly furnish lighters or other craft to take delivery

alongside the vessel at the risk and expense of the

merchant. If the merchant fails to provide such lighters or

other craft, JPLogistics, acting solely as agent for the

Merchant may engage such lighters or other craft at the risk

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and expense of the Merchant. Discharge of the Goods into

such lighters or other craft shall constitute proper delivery,

and any further responsibility of JPLogistics with respect to

the Goods shall thereupon terminate.

2.14. CHARGES & TARIFFS INCLUDING FREIGHT

2.14.1 The Charges and Tariffs (‘charges’) payable hereunder have

been calculated on the basis of particulars furnished by or

on behalf other merchant. JPLogistics shall at any time be

entitled to inspect, reweigh, re-measure or revalue the

contents and if any of the particulars furnished by the

merchant are found to be incorrect, the charges shall be

adjusted accordingly, and the merchant shall be responsible

to pay the correct charges and all expenses incurred by

JPLogistics in checking said particulars or any of them.

Charges shall be deemed earned on acceptance of the

Goods or containers or packages for shipment by or on

behalf of JPLogistics and shall be paid by the merchant in

full, without any offset, counterclaim or deduction, cargo

and or vessel or other conveyance lost or not lost, and shall

be non-returnable in any event. The Merchant shall remain

responsible for all charges, regardless whether the Bill of

Lading states, in words or symbols, that is “Prepaid” or

“Collect”. In arranging for any services with respect to the

Goods, JPLogistics shall be considered the exclusive agent

of the merchant for all purposes, and any payment of

charges to other than JPLogistics shall not, in any event be

considered payment to JPLogistics. The merchant shall

defend, indemnify and hold JPLogistics, any participating

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carrier, independent contractor, their servants and agents,

harmless from and against all liabilities, loss, damage and

expense which may be sustained or incurred relative to the

above.

2.15. CARRIER’S LIEN

2.15.1 JPLogistics shall as a carrier have a lien on the Goods,

inclusive of any container owned or leased by the Merchant,

and all equipment and appurtenances thereto, as well as on

any charges due to any person, and on any documents

relating thereto, which lien shall survive delivery, for all

sums due under this contract or any other contract or

undertaking to which the Merchant was party or otherwise

involved including but not limited to. General Average

contributions, salvage and cost of recovering such sums,

inclusive of attorney’s fees and costs. Such lien may be

enforced by JPLogistics by public or private sale at the

expense of and without notice to the merchant. The

Merchant agrees to defend, indemnity and hold JPLogistics,

any participating carrier, independent contractor, their

servants and agents, harmless from and against all

liabilities, loss, damage or expense which may be sustained

or incurred by JPLogistics relative to the above.

2.16. RUST

2.16.1 It is agreed that superficial rust, oxidation or any like

condition due to moisture, is not a condition of damage but

is inherent to the nature of the Goods. Acknowledgement of

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receipt of the Goods in apparent good order and condition is

not a representation that such conditions of rust, oxidation

or the like did not exist on receipt.

2.17. GENERAL AVERAGE

2.17.1 If general average is declared, it shall be adjusted according

to the York/Antwerp Rules of 1994 and all subsequent

amendments thereto from time to time made, at any place

at the option of any person entitled to declare general

average, and the Amended Jason Clause as approved by the

Baltic and International Maritime Council (BIMCO) is to be

considered as incorporated herein, and the Merchant shall

provide such security as may be required in this connection.

2.17.2 Notwithstanding Paragraph 2.17.1, the Merchant shall

defend, indemnify and hold harmless JPLogistics and any

participating carrier, independent contractor, their servants

and agents in respect of any claim (and any expense arising

therefrom) of a general average nature which may be made

against JPLogistics and or any participating carrier and shall

provide such security as may be required by JPLogistics in

this connection.

2.17.3 Neither JPLogistics nor any participating carrier shall be

under any obligation to take any steps whatsoever to post

security for general average or to collect security for

general average contributions due to the merchant.

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2.18. LIMITATION OF LIABILITY

2.18.1 Except as otherwise provided in this Item or elsewhere in

this bill of lading, in case of any loss or damage to or

in connection with cargo exceeding in actual value the

equivalent of Ringgit Malaysia One Hundred Thousand

(RM100, 000) per shipment, JPLogistics’ liability if any shall

be determined on the basis of the value of RM100, 000 per

shipment or pro rata in case of partial loss or damage. In

such case, if the actual value of the cargo per package or

per shipping unit shall exceed such declared value and

JPLogistics’ liability, if any shall not exceed the declared

value. As to cargo shipped in bulk, the limitation applicable

thereto shall be the limitation provided in COGSA or such

other legislation, convention or law as may be compulsorily

applicable, and in no event shall anything herein be

construed as a waiver of limitation as to cargo shipped in

bulk. Where a container is not stuffed by or on behalf of

JPLogistics or the parties characterize the container as a

package or a lump sum freight is assessed in any of these

events, each individual such container, including in each

instance its contents, shall be deemed a single package and

JPLogistics’ liability is limited to RM400.00 with respect to

each such package, except as otherwise provided in this

Item or elsewhere in this Bill of Lading with respect to each

such package. In the event this provision should be held

invalid during that period in which compulsory legislation

shall apply on its own force and effect, such as during the

tackle-to-tackle period, it shall nevertheless apply during all

non-compulsory period such as, but limited to, all periods

prior to loading and subsequent to discharge from the vessel

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for which JPLogistics remains responsible. Further, where a

lesser monetary limitation is applicable, such as during

handling by a participating carrier or independent

contractor and damage occurs during its or their period of

care, custody, control and or responsibility, JPLogistics shall

be entitled to avail itself of such lesser limitation.

PROVIDED THAT JPLogistics limitation of liability shall not

exceed Ringgit Malaysia One Hundred Thousand (RM100,

000) per shipment.

2.19. NOTICE OF CLAIM, TIME FOR SUIT

2.19.1 As to any loss or damage presumed to have occurred during

JPLogistics’ period of responsibility, JPLogistics shall be

notified in writing within seven (7) Business Days of any such

loss or damage or claim before or at the time of discharge/

removal of the Goods by the merchant or, if the loss or

damage is not then apparent, within three (3) Business Days

after discharge/delivery or the date when the Goods should

have been discharged/delivered. If not so notified, the

discharge, removal or delivery, depending upon the law

applicable, shall be prima facie evidence of

discharge/delivery in good order by JPLogistics of such

Goods. In any event, JPLogistics shall be discharged from all

liability of whatsoever nature unless suit is brought within

six (6) months after delivery of the Goods or the date when

the Goods should have been delivered, provided however,

that if any claims should arise during a part of the transport

which is subject by applicable and or Charges and Tariffs

and or contract to a shorter period for notice of claim or

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commencement of suit, and liability whatsoever of

JPLogistics shall cease unless proper claim in writing and

suit is brought within such shorter period. Suit shall not be

deemed brought’ unless jurisdiction shall have been

obtained over JPLogistics as the carrier by service of process

or by an agreement to appear. In the event this provision

should be held invalid during that period in which

compulsory legislation shall apply of its own force and

effect, such as during the tackle-to-tackle period, it shall

nevertheless apply during all non-compulsory periods during

which JPLogistics remains responsible for the Goods.

2.20. LAW AND JURISDICTION

2.20.1 Governing law shall be in accordance with Paragraph 7. of

the Common Conditions unless otherwise agreed between

parties.

2.20.2 Jurisdiction: All disputes in any way relating to the bill of

lading shall be determined by the Malaysian High Court.

PROVIDED ALWAYS that JPLogistics may in its absolute and

sole discretion invoke or voluntarily submit to the

jurisdiction of any other court which but for the terms of

the Bill of Lading could properly assume jurisdiction to hear

and determine such disputes, but such shall not constitute a

waiver of these Conditions in any other instance.

2.21. NON-WAIVER AND SEPARABILITY

2.21.1 Nothing in the Bill of Lading shall operate to deprive

JPLogistics of any statutory protection or any defence,

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immunity, exemption, limitation of or exoneration from

liability contained in the laws of Malaysia, or of any other

country whose laws may be applicable. The Conditions in

the Bill of Lading (including all these Conditions of

JPLogistics’ Charges and Tariffs incorporated herein by

virtue of Item 2.1.2) shall be separable, and if any part of

the Conditions hereof shall be held invalid, such holding

shall not affect the validity or enforceability of any other

part or conditions hereof.

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APPENDIX ‘3’

PARTICULAR CONDITIONS FOR FREIGHT FORWARDERS’

3. GENERAL PROVISIONS

3.1.1 These Particular Conditions shall be interpreted and

construed in accordance with and governed by the laws

of Malaysia and any legislations and/or conventions,

adopted or ratified and incorporated into the laws of

Malaysia, including its subsequent amendments or

enactments, if any.

3.1.2 All transactions entered into between JPLogistics with

the Customer are subject to the application of these

Particular Conditions and such other rules and regulations

implemented by prevailing applicable legislations and/or

conventions and/or their subsequent amendments or

enactments, if any.

3.1.3 The Customer, by notice contained in any transactional

advices, agree and acknowledged that these Particular

Conditions are deemed to be incorporated into the

contract of carriage and shall supersede any other terms

of the contract which are in conflict with these

conditions except that which are incorporated by

legislations and/or conventions and/or their subsequent

amendments or enactments, if any. In the event of any

conflict between these Particular Conditions and the

Common Conditions, these Particular Conditions shall

prevail.

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3.1.4 Unless otherwise contained to the contrary, JPLogistics

performs the role of an agent of principals, which shall be

deemed to include the carriers and such other performing

parties operating and contracting as carriers or

representatives and agents of carriers.

3.2. Definitions

3.2.1. “Arbitration” shall mean the conduct of resolution of

commercial disputes presented before an arbitral tribunal

constituted in accordance with the provisions of the

Arbitration Act (2005) and/or any applicable legislations

and/or conventions ratified and admitted into the laws of

Malaysia including its applicable subsequent amendments

or enactments, if any.

3.2.2. “Authority” shall mean a duly constituted legal or

administrative office or the person exercising the vested

powers of such an office in any jurisdiction and that

includes but not limited to the state or municipal office,

port authorities and the Customs established under the

Customs Act 1967.

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3.2.3. “Carriers” whether used in the singular or plural form

shall refer to the company which owns and operates

commercial scheduled liners, vessels and/or land

transportation vehicles and carrying equipment, licensed

to conduct the business of carriage of goods and

conveyance services. The term shall be deemed to

include the agents or representatives contracting as

carriers where the agents or representatives issued such

documents denoting a contract of carriage as a carrier.

3.2.4 “Documentary shipper” refers to the party named as

“Shipper” in any documentary title, whether the

document is in the printed form or electronically and

digitally documented, and may mean the same as the

shipper or actual owner of the goods, or the agent acting

on behalf of the shipper, who contracts with JPLogistics

to move the goods.

3.2.5. “Equipment” refers to the transportation or shipping unit

used to consolidate, contain or pack the goods for transit

under the carriage contract and that includes the

containers and its chassis, where applicable, pallets,

transportable tanks and other similar articles customarily

used for the transportation of goods.

3.2.6. “Freight” means the remuneration payable to the carrier

and/or JPLogistics acting as agent on behalf of the

carrier, for the services rendered in the carriage of goods

and, if not specified, may include charges for such other

ancillary services provided by the member.

3.2.7. “General Average” has the same meaning as that

contained in the York-Antwerp Rules (2004).

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3.2.8. “Legislations” and “Conventions” shall include the laws

of Malaysia and where applicable, the international

multimodal conventions including, the Hague-Visby Rules

(1968); Hamburg Rules (1978); the Rotterdam Rules

(2009) and the CMR Convention (1956) and where

applicable for carriage of goods by air, the Warsaw

Convention (1929) as amended by the Montreal Protocol

(1995).

3.2.9. “Multimodal Transport” refers to the movement of goods

by a combination of conveyances, other than wholly or

partially by sea, and where the contract of carriage is

based on such a term, shall mean “door-to-door”

shipments where the contracting carrier undertakes

delivery of the Goods until the final destination, which is

other than a Port, as contained in the Bill of Lading.

3.2.10. “Port-to-Port” means JPLogistics contracts to carry the

Goods from the Port of Origin or Port of Loading,

including any transshipment ports, airport, inland port

and seaport to the Port of Destination or Port of

Discharge.

3.2.11. “Shipper” has the same meaning as the owners of the

Goods or any persons acting on behalf of the owners,

including the agents or representatives, vested with legal

interest in the contract of carriage of the Goods to a

destination.

3.2.12. “Valuables” means any negotiable instruments and

includes bullion, coins, money, precious stones, jewelry,

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antiques, pictures, work of art and any similar Goods of

certain value or carried at “Agreed Value” specified in

the bill of lading.

3.3. Cargo Insurance

3.3.1. JPLogistics is not obliged to advise, procure or effect

marine cargo insurance cover on the Goods unless the

Customer has given specific instructions for JPLogistics to

acquire such insurance coverage to indemnify the shipper

or consignee or any other persons legally vested with

interest for the safe delivery or receipt of the Goods.

3.3.2. All such insurance cover, if procured on behalf of the

Customer, are bound at such applicable premium rates,

terms and conditions and exclusions contained in the

contract of insurance by the insurance company or

underwriters notwithstanding that JPLogistics collects the

premium as part of the handling charges for the carriage

of Goods. JPLogistics does not undertake any professional

liability or responsibility to ensure that the coverage so

acquired is sufficient or provides comprehensive

indemnity for the loss of or damage to the Goods.

3.3.3. Where no insurance cover is procured on the Goods, in

the event of a General Average being declared and

notified by the carrier or the master of the carrying

vessel acting on behalf of the carrier, the Customer shall

procure a banker’s guarantee as required security and/or

deposit such required cash collateral for the release of

the Goods held by the appointed Average Adjusters.

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3.4. Failure to take final delivery of the Goods upon arrival

at destination

3.4.1. If at any time there is any dispute arising over the control

of the Goods upon arrival at destination hindering the

final delivery or taking delivery of the Goods, the

Customer shall continue to be liable for any subsequent

or recurring costs and expenses incurring therefrom the

date the incident occurs and shall indemnify the company

accordingly for such further costs and expenses.

3.4.2. Where documentary title to the Goods has not yet

passed, the Customer is still interested as the shipper and

shall indemnify JPLogistics for all such further costs and

expenses incurring, including all demurrages, customs

duties and fines and outstanding freight or warehousing

charges and any recovery expenses to conduct final

delivery of the Goods.

3.4.3. Where the dispute persists and upon the shipper’s

inability to resolve the same with the consignee or any

other buyer thirty (30) calendar days after arrival of the

Goods or from the date such dispute arose, the company

shall be vested with a General Lien on the Goods and may

either exercise the rights to confiscate and/or to

accordingly forfeit and dispose the Goods in any manner

deemed fit and proper so as to make good and/or recover

any further costs and expenses incurred.

3.4.4. All negotiations and correspondences taking place

between JPLogistics and their appointed destination

agent or representative to attempt delivery or taking

delivery of the Goods and/or to resolve any disputes

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arising between the shipper and consignee and other

legally interested parties are conducted as agent for and

on behalf of the Customer and/or the actual owners of

the Goods.

3.4.5. In the event a General Lien is notified to the Customer

and/or the shipper and/or any legally interested parties,

the company shall conduct sale and disposal of the Goods

by auction, whether by private arrangement or by public

notification, the nett proceeds shall accordingly be used

to defray the cost of auction, the costs and expenses

owing to the company and the customer and/or actual

owners of the Goods if there remains any amount

thereafter.

3.4.6. Notwithstanding the above, JPLogistics shall be entitled

to full indemnity from the Customer in respect of any

amount owing or any outstanding costs and expenses in

the final delivery of the Goods.

3.5. General delivery obligations

3.5.1. JPLogistics shall carry out his Services according to the

Customer's instructions and as agreed it being understood

that the instructions shall be complete and clearly

communicated. Otherwise, JPLogistics may at the risk

and expense of the Customer act accordingly to

supplement such incomplete instructions and advice so as

to complete the contract of carriage.

3.5.2. JPLogistics shall contract for and on behalf of the

Customer to engage the Services of other providers,

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including but not limited to carrier, clearing agents, land

transport operators, warehousing operators, customs

brokers and others, for the final delivery of the Goods to

the consignee or any legally interested parties as

instructed by the Customer.

3.5.3. JPLogistics may with or without notice to the Customer or

shipper exercise its own discretion or arrange to carry the

Goods on or under deck and/or substitute the means,

route and procedure to be followed in the handling,

stowage, storage and transportation of the Goods pending

the delivery or taking of delivery of the Goods or upon its

arrival at destination.

3.5.4. Where an inability to deliver the Goods for any reason

whatsoever occurs, JPLogistics may at its discretion

arrange for the Goods to be stored at the most

convenient destination pending final instructions from the

customer or the owners of the Goods and such additional

costs and expenses shall be accordingly accrued for the

account of the shipper.

3.6. The Customer's Obligations And Liability

3.6.1. The Customer shall be deemed to have truthfully and

accurately declared all particulars relating to the general

nature and description of the Goods, their marks,

numbers, weights, volume and quantity and, if

applicable, the dangerous character of the Goods, as

furnished.

3.6.2. The Customer shall be liable for all loss or damage, costs,

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expenses and any fines or charges imposed by the

authority resulting from the inaccurate, fraudulent or

incomplete information or instructions provided for the

carriage of the Goods.

3.6.3. In the event JPLogistics shall become liable to any other

party resulting from the inaccurate or fraudulent

information, whether JPLogistics is negligent or

otherwise, the Customer shall indemnify and hold

harmless JPLogistics accordingly for such action taken

against JPLogistics.

3.6.4. Where other costs and expenses are payable, including

duties or such other additional charges, JPLogistics shall

be entitled to claim the same on the Customer,

notwithstanding there being any claim on JPLogistics for

any loss of or damage to the Goods, the monies so paid

out by JPLogistics on behalf of the Customer shall

become payable without any reduction or deferment on

the account of any claim, counter-claim or set-off against

any amount owing to JPLogistics.

3.6.5. Where the Customer is in arrears of any payments for

freight and services rendered by JPLogistics and the

outstanding exceeds the agreed credit period, JPLogistics

shall be entitled to impose a late payment penalty charge

or surcharge in accordance with the percentage as stated

in these Conditions.

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3.7. General Liability And Exclusions

3.7.1 Limitation of liability

3.7.1.1 JPLogistics acts as a freight forwarding agent and is only

liable for the failure to exercise reasonable care in the

performance of the contract of carriage and delivery of

ancillary services relating to the delivery or taking

delivery of the Goods.

3.7.1.2. Unless notice of loss of or damage is given in writing to

JPLogistics, the handing over or the taking delivery of by

any party entitled to take delivery is prima facie

evidence of the delivery of the Goods in good order and

condition. Where such loss or damage is not apparent at

delivery, the same prima facie effect shall apply if notice

in writing is not given within seven (7) Business Days after

the date the Goods have been handed over or from the

date of taking delivery of the Goods.

3.7.1.3. JPLogistics is not liable for acts of error and omission by

any third parties involved with the carriage of the Goods,

such as, but not limited to, carriers, warehousemen,

stevedores, port authorities and other performing party,

unless there are evidence to prove that JPLogistics failed

to exercise due diligence in selecting, instructing or

supervising such third parties.

3.7.1.4. Where JPLogistics is liable as principal, whether by

implied or expressed undertaking or through providing

the ancillary services as an independent contractor, the

Customer shall provide such evidence of JPLogistics’

negligence as principal, including any independent third

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party investigation survey report, to JPLogistics within 30

calendar days upon the arrival of the Goods at

destination or on such date the Goods should have arrived

at destination.

3.7.1.5. If JPLogistics is liable in respect of loss following delay or

deviation of the vessel or the conveyance, such liability

shall only be limited to an amount not exceeding the

remuneration relating to the Service giving rise to the

delay or deviation or the reasonable additional expenses

incurred in respect of the reasonable recovering of delay

following deviation.

3.7.1.6. Where the Goods have not been delivered to the

destination within a period of 90 calendar days after the

date the Goods ought to have been delivered, in the

absence of evidence to the contrary, the Goods shall be

treated as lost. The value of the Goods for the

assessment of compensation of loss or damage shall be

determined according to the current commodity

exchange price index or, if there is no such price

indication available or applicable, according to any

reasonable market value or, by reference to the normal

value of the Goods of the same kind and quality but in no

event shall exceed that which is originally contained in

the documentary evidence.

3.7.1.7. JPLogistics shall in no event be liable for valuables or

dangerous Goods unless the value and/or nature of the

Goods has been declared and expressly agreed by the

company in writing and noted accordingly in the bill of

lading provided however that JPLogistics shall not be

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liable for the maximum loss or damage as contained

therein.

3.7.1.8. In the event JPLogistics is proven to be liable for any loss

or damage, including any financial loss resulting from any

error or omission suffered by the customer, the liability

shall be based on the principle of indemnity and limited

to RM100, 000 (Malaysian Ringgit per shipment or RM5.00

(Malaysian Ringgit Five only) per gross kilogram of the

Goods lost or damage. Notwithstanding the limitation

contained herein, the maximum liability of JPLogistics for

any loss or damage shall not under any circumstances

exceed RM100, 000.00 (Malaysian Ringgits One Hundred

Thousand only) per shipment in any event whatsoever.

3.8. General Exclusions and Time Bar

3.8.1. JPLogistics shall not be liable for any loss of profit, loss of

market and/or loss of opportunities caused by any delay

or deviation of the vessel and/or any unreasonable delay

in delivery or taking delivery of the Goods at such date

the Goods should have been delivered provided that the

company is proven to be principally negligent.

3.8.2. In any event, where any physical loss or damage to the

Goods has occurred, upon first discovering such loss or

damage when delivery of the Goods has been delivered,

unless notice in writing is given within three ( 3) Business

Days upon arrival of the Goods, together with any

independent third party investigation survey report, the

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Goods are deemed to have been delivered without

damage, and the actual notice in writing within seven (7)

Business Days from last date of the said three (3) Business

Days.

3.8.3. Unless otherwise expressly agreed in writing, JPLogistics

shall be discharged from all claims and any further

liability for any direct and indirect loss of or damage to

the Goods provided that action is brought within six (6)

calendar months after the delivery of the Goods, or the

date when the Goods should have been delivered, or the

date when the Goods is treated as lost.

3.8.4. Any claim not made and notified accordingly shall be

time barred except where the Customer can show that it

was impossible to comply within the time limit

stipulated.

3.9. Law and Jurisdiction

3.9.1 Application of Malaysian law and legal forum

3.9.2 Unless otherwise agreed, any action against JPLogistics

may only be commenced in Malaysia where JPLogistics

has its principal place of business and shall be decided

according to the applicable laws and/or conventions

including its subsequent amendments or enactments.

Where the action against JPLogistics commenced at any

place other than Malaysia, the application of Malaysian

law and/or applicable conventions shall be mandatory.

3.9.3. All commercial disputes arising from the contract of

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carriage incorporating these Particular Conditions

contained herein shall be firstly resolved by negotiation

and/or arbitration in accordance with the Arbitration Act

(2005) and/or its subsequent amendments where

applicable unless the court summarily agrees otherwise

that the disputes may not be determined by arbitral

process.

3.10. Notices and Communications

3.10.1. All notices and communications between JPLogistics and

the Customer shall be made to the last known address in

writing through normal post or by emails and by any other

electronics means of communication shall be considered

delivered and received upon any acknowledgement or

return receipt be generated in response to the message

sent.

3.10.2. Where notices and communication is not capable of being

delivered to the last known address for any reason

whatsoever, the notices and communication shall be

considered delivered upon being posted on a public board

or advertised or published in any public media or

customary forum.

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APPENDIX ‘4’

MULTIMODAL TRANSPORT CONDITIONS

4. COMBINED BILL OF LADING PARTICULAR CONDITIONS

4.1. This Combined Bill of Lading (“CBL”) is a Combined

Document. Whenever the word "CBL" appears herein, it

shall refer to a Combined Transport Document to reflect

the combination of at least two (2) different modes of

transportation whether it be by land and sea only or land

and air only or by a combination of all three (3) modes of

transportation for a single transaction or contract. In the

event of a conflict between these Particular Conditions and

the Common Conditions, the former shall prevail.

4.2. DEFINITIONS

4.2.1 The following words both on the face and back hereof have

the meaning hereby assigned:

(a) “air craft’ means the air craft on which the Goods are

transported, and/or any substitute air craft and any

similar craft or other means of conveyance by air used,

owned, chartered or operated by the carrier in the

performance of the contract of carriage evidenced by

this CBL.

(b) "Carrier" means JPLogistics as an inland carrier or sea

carrier, its sub-contractor or underlying carrier, the

ship, land vehicle or air craft, her owner, Master,

operator, demise charterer and if bound thereby, the

time charterer and any substitute carrier, whether the

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owner, operator, charterer or Master shall be acting as

carrier or bailee, as well as any of the agents, servants,

and/or employees of the foregoing parties, including,

but not limited to, stevedores, container yards,

container freight stations, intermodal inland carriers,

rail, truck, local truckers and barge.

(c) “land vehicle” means the land vehicle on which the

Goods are transported, and/or any substitute land

vehicle and any similar land vehicle or other means of

conveyance by land used, owned, chartered or operated

by the Carrier in the performance of the contract of

carriage evidenced by this CBL.

(d) "Ship" means the ocean vessel on which the Goods are

shipped, and any substitute ship and any craft, lighter

or other means of conveyance used, owned, chartered

or operated by the Carrier in the performance of the

contract of carriage evidenced by this CBL.

(e) "Shipper" means the person named as such in this CBL

and the person for whose account the Goods are

shipped or transported.

(f) "Consignee" means the holder of the CBL, properly

endorsed, and the receiver and owner of the Goods.

(g) "Merchant" includes the shipper, consignor, consignee,

owner and receiver of the Goods and the holder of this

CBL.

(h) "Goods" means the cargo described on the face of this

CBL , and if the cargo is packed into containers）

supplied or furnished by or on behalf of the Merchant,

includes the container(s） as well.

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(i) "Charges" means freight and all expenses and money

obligations incurred and payable by the Merchant.

4.3. APPLICABILITY

4.3.1 Notwithstanding the Heading "Combined Bill of Lading", the

provisions set out and referred to in these Particular

Conditions may also be applied to the transport of the

Goods carried or to be carried by one mode of transport

only.

4.4. PARAMOUNT CLAUSE

4.4.1 Except as otherwise provided herein, this CBL shall have

effect subject to the provisions of the Carriage of Goods by

Sea Act 1950 (for Peninsular Malaysia); the Merchant

Shipping (Implementation of Conventions relating to

Carriage of Goods by Sea and to Liability of Ship owners and

Others Regulations, 1960 (for Sarawak); and the Merchant

Shipping (Applied Subsidiary) Regulations 1961 (for Sabah);

the Road Transport Act 1987, the Carriage By Air Act 1974

and the Customs Act 1967. Nothing herein contained shall

be a surrender by the Carrier of any of its rights and

immunities or an increase of any of its responsibilities,

liabilities, or limitation of liability under the said Acts.

4.4.2 The provisions stated in the said Acts （except as

specifically provided otherwise herein） shall govern before

loading on and after discharge from the vessel, land vehicle

or air craft and throughout the entire time the Goods are in

the custody of the Carrier.

4.4.3 If it is adjudged that any other legislation of a nature

similar to the International Convention for the Unification

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of Certain Rules relating to Bills of Lading signed at Brussels

on August 25, 1924（the Hague Rules） or those rules as

amended by the Protocol signed at Brussels on February 23,

1968（the Hague Visby Rules） compulsorily applies to this

CBL , it shall have effect subject to the provisions of such

legislations and the said Act or legislation shall be deemed

to be incorporated herein. Nothing herein shall prevent the

Carrier from claiming in the courts of any country the

benefit of any statutory protection or exemption from or

limitation of liability afforded to the Carrier by the laws of

that country.

4.4.4 If any provision of the CBL is adjudged invalid under

compulsorily applicable law, this CBL shall have effect as if

that provision had never been void but only to the extent of

such repugnancy and no further.

4.5. SUB-CONTRACTING

4.5.1 The Carrier shall be entitled to sub-contract directly or

indirectly on any terms of this CBL, either in part or in

whole of the handling, storage or carriage of the Goods and

all duties undertaken by the Carrier in relation to the

Goods. Every sub-contractor, servant or agent of the Carrier

shall be entitled to the same rights, exemptions from

liability, defences and immunities to which the Carrier is

entitled.

4.5.2 For this purpose, the Carrier shall be deemed to be acting

as agent or trustee for such sub-contractors, servants or

agents who shall be deemed to be parties to the contract

evidenced in this CBL.

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4.6. ISSUANCE OF THE "CBL”

4.6.1 By the issuance of this CBL, the Carrier:

(a) Undertakes to perform or in his own name to procure

the performance of the entire transport from the

place at which the Goods are taken in charge to the

place designated for delivery in this CBL.

(b) Assumes liability as set out in these Particular

Conditions.

4.6.2 The Carrier shall be responsible for the acts and omissions

of its sub-contractors, servants or agents when, such sub-

contractors, servants or agents are acting within the scope

of their employment, as if such acts and omissions were its

own and also shall be responsible for the acts and omissions

of any other persons whose services it makes use of in the

performance of the contract evidenced by this CBL.

4.6.3 Notwithstanding Paragraphs 4.4.1 and 4.4.2 above, with

respect to the handling, carriage or storage of cargo in any

country other than the Malaysia and where it is not

approved or authorized under applicable laws, rules or

regulations for the Carrier to undertake such handling,

carriage or storage under its own responsibility, the Carrier

shall be liable only for procuring, as agent of the Merchant,

such as handling, carriage or storage by the Carrier or by

any persons authorized by competent governmental

agencies to engage in such activities.

4.7. METHODS AND ROUTES OF TRANSPORTATION

4.7.1 The Carrier is entitled to perform the transport in any

reasonable manner and by any reasonable means, methods

and routes within the requirements of the law.

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4.7.2 The Goods may be stowed by the Carrier into or on

containers, trailers, transportable tanks, flats, pallets or

similar articles of transport used to consolidate Goods.

4.7.3 Containers, trailers and transportable tanks whether stowed

by the Carrier or received by it in a stowed condition from

the merchant may be carried on or under deck without

notice to the merchant.

4.8. DECK CARGO:

4.8.1 The Carrier has the right to carry the Goods in any

container under deck or on deck. The Carrier is not

required to note “on deck stowage” on the face of the CBL

and Goods so carried shall constitute under deck stowage

for all purposes including for General Average.

4.8.2 Except as otherwise provided by any law applicable to this

contract, if this CBL states that the Goods is stowed on

deck, then the Carrier shall not be liable for any non-

delivery, mis-delivery, delay or loss to Goods carried on

deck, whether or not caused by the Carrier’s negligence or

the ship’s unseaworthiness.

4.9. HEAVY LIFT:

(a) Single packages with a weight exceeding one (1) metric

ton not presented to the Carrier in enclosed containers

shall be declared in writing by the Merchant before receipt

of the packages by the Carrier. The weight of such

packages shall be clearly and durably marked on the

outside of the package in letters and figures not less than

5 centimeters high.

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(b) If the Merchant fails to comply with paragraph 4.9(a) the

Carrier shall not be liable for any loss of or damage to the

Goods, and the Merchant shall be liable for any loss of or

damage resulting from such failure for which the

Merchant shall indemnify the Carrier should the Carrier

incur any loss or liability as a result of such failure.

(c) The Merchant agrees to comply with all laws or regulations

that may be applicable during the carriage concerning

overweight containers and the Merchant shall indemnify

the Carrier against any loss or liability suffered or incurred

by the Carrier as a result of the Merchant’s failure to

comply with this paragraph.

4.10. DESCRIPTION OF GOODS AND MERCHANTS PACKING

4.10.1 The Merchant shall be deemed to have guaranteed to the

Carrier the accuracy, at the time the Goods were

surrendered to the charge of the Carrier, of the description

of the Goods, marks, number, quantity, weight and or

volume as furnished by him, and the Merchant shall

indemnify the Carrier against all loss, and expenses arising

or resulting from the inaccuracy of such particulars. The

right of the Carrier to such indemnity shall in no way limit

its responsibility and liability under this CBL to any person

other than the Merchant.

4.10.2 Without prejudice to other provisions of this CBL, the

Merchant shall be liable for any loss, damage or injury

caused by faulty or insufficient packing of Goods or by

faulty loading or packing within containers and trailers and

on flats when such loading or packing has been performed

by the Merchant or on behalf of the Merchant by a person

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other than the Carrier, or by the defect or unsuitability of

the containers, trailers or flats, when supplied by the

Merchant, and shall indemnify the Carrier against any

additional expenses so caused.

4.11. CARRIER'S CONTAINERS:

4.11.1 If the Carrier receives Goods which have not been stowed

into the containers, the Carrier may pack them into any

type of container deemed suitable by the Carrier. The

Merchant shall be liable to the Carrier for damage to the

Carrier’s containers or equipment if such damage occurs

while such container or equipment is in the control of the

Merchant or his agents. The Merchant shall be obliged to

indemnify the Carrier for any damage or injury caused to

persons or property by the container or equipment during

handling of either the container or the equipment when

either or both is/ are under the possession or control of the

Merchant.

4.12. CONTAINER PACKED BY MERCHANT

4.12.1 If the Carrier receives the Goods which are already stowed

and packed into containers:

(i) This CBL is prima facie evidence of the receipt of the

particular number of containers set forth, and that

number only.

(ii) The Carrier accepts no responsibility with respect to

the order and condition of the contents of the

containers;

(iii) The Merchant warrants that the stowage and seals of

the containers are safe and proper and suitable for

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handling and carriage and that the Merchant shall

indemnify the Carrier for any injury, loss or damage

caused by any breach of this warranty by the

Merchant.

(iv) Delivery shall be deemed as full and complete

performance when the containers are delivered by the

Carrier with seals intact;

(v) The Carrier has the right but not the obligation to open

and inspect the containers at any time without notice

to the Merchant, on condition that all expenses and

costs from such inspections shall be borne wholly by

the Merchant;

(vi) The Merchant shall inspect containers before stuffing

them and the use of the containers shall be prima facie

evidence of their being sound and suitable for use.

4.13. PERISHABLE CARGO:

(a) Undeclared Goods of a perishable nature shall be carried in

ordinary containers without special protection, services or

other measures, unless the Merchant has by a prior notice

and request in writing informed the Carrier of the perishable

nature of the Goods and provide specific instructions on the

manner of care and attention to be given to the Goods. The

Carrier shall not be liable for any loss of or damage to Goods

in a special hold or container arising from latent defects,

breakdown, or stoppage of the refrigeration, ventilation or

heating machinery, insulation, ship’s plan, or other such

apparatus of the vessel or container, provided that the

Carrier shall before or at the beginning of the transport,

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exercise due diligence to maintain the special hold or

container in an efficient state.

(b) The Merchant undertakes not to tender for the transportation

of any Goods which require refrigeration without first being

given notice of their nature and the required temperature

setting of the thermostatic controls before receipt of the

Goods by the Carrier. In case of refrigerated containers

packed by or on behalf of the Merchant, the Merchant

warrants that the Goods have been properly stowed in the

container and that the thermostatic controls have been

adequately set before receipt of the Goods by the Carrier.

(c) The Merchant’s attention is drawn to the fact that the

refrigerated containers are not designed to freeze down

Goods which have not been presented for stuffing at or below

its designated carrying temperature. The Carrier shall not be

responsible for the consequences of Goods tendered at a

higher temperature than that required for transportation.

(d) If the Merchant does not comply with the requirements in the

preceding paragraphs, the Carrier shall not be liable for any

loss or damage to the Goods whatsoever

4.14. THE CARRIER'S LIABILITY

4.14.1 The Carrier shall be liable for loss of or damage to the

Goods occurring between the time when the Goods are

received by the Carrier at the place of receipt or port of

loading and the time of delivery by the Carrier at the port

or place of discharge or port or place of delivery.

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4.14.2 The Carrier shall, however, not be liable for loss or damage

to Goods caused by circumstances under which the

applicable law provides the Carrier with an exemption or

defence, including but not limited to loss or damage caused

by:

(a) an act or omission of the merchant or person other

than the Carrier acting on behalf of the Merchant or

from whom the Carrier took the Goods in charge;

(b) insufficiency or defective condition of the packing or

marks and or number;

(c) handling, loading, stowage or unloading of the Goods

by the Merchant or any person acting on behalf of

the Merchant;

(d) inherent vice of the Goods;

(e) strike, lockout, stoppage or restraint of labour, the

consequence of which the Carrier could not avoid by

the exercise of reasonable diligence;

(f) any cause or event which the Carrier could not avoid

and the consequences whereof it could not prevent

by the exercise of reasonable diligence;

(g) a nuclear incident if the operator of a nuclear

installation or a person acting for him is liable for

this damage under an applicable international

convention or national law governing liability in

respect of nuclear energy.

4.14.3 If it can be proved where the loss or damage occurred, the

liability of the Carrier for the loss or damage to the Goods

shall be as follows:

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(a) With respect to loss or damage occurring during the

period of carriage by sea, to the extent prescribed by

COGSA or the applicable national legislation of other

nations, as provided for Clause 4.4 （Paramount

Clause） hereof and in accordance with this CBL .

(b) With respect to loss or damage occurring during the

period of carriage by land or inland waterways in any

country for which this Carrier has assumed the

responsibility of carriage, in accordance with the

applicable law of that country, the inland carrier's

contracts of carriage and tariffs in force, and this

CBL.

(c) With respect to loss or damage occurring during the

period of carriage by air in any country for which

this Carrier has assumed the responsibility of

carriage, in accordance with the applicable law of

that country, the carrier's contracts of carriage and

tariffs in force, and this CBL.

4.14.4 If it cannot be established where the loss occurred, the

liability of the Carrier for the loss or damage to the Goods

will be as provided for in this CBL particularly, Clauses

4.8.1, 4.8.2, 4.9.1, 4.9.2, 4.10, 4.11, 4.17, 4.18.4 of this

CBL.

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4.15. LIMITATION AMOUNT

4.15.1 The value of the Goods shall be determined according to

the current commodity exchange price or if there is no such

price, according to the current market price or if there is

no commodity exchange price or current market price, by

reference to the normal value of Goods of the same kind

and quality.

4.15.2 Compensation shall:

(a) Not, however, exceed RM100,00 per claim Note:

RM100,000 per claim or RM 400 per container

/package unless with the consent of the Carrier, the

merchant has declared a higher value for the Goods,

such higher value has been stated in the space

provided on this CBL, ad valorem, freight shall be

paid, in which case such higher value shall be the

limit. However, the Carrier shall not, in any case, be

liable for an amount greater than RM100,000 in any

event whatsoever in respect of any one claim and the

Carrier shall not be liable for a claim for lost profits or

consequential damages; and

(b) Where a container, pallet or similar articles of

transport is used to consolidate Goods, the number of

packages or units enumerated in this CBL as packed in

such article of transport shall be deemed the number

of packages or units for the purpose of this package or

unit. Except as aforesaid such article of transport shall

be considered the package or unit.

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4.16. DELAY

4.16.1 The Carrier shall not be liable for delay or other similar

consequential damages unless directly caused by the gross

negligence of the Carrier. Should the Carrier be held so

liable, such liability shall be limited to the freight for that

stage of transport, subject to the provisions of applicable

international conventions or national laws.

4.17. DEFENCES AND LIMITS OF LIABILITY

4.17.1 The defences and limits of liability provided for in these

Conditions shall apply in any action against the Carrier for

loss or damage to the Goods whether the action be founded

in contractor tort.

4.17.2 If an action for loss or damage to the Goods is brought

against a person referred to in Clause 4. 5, such person

shall be entitled to avail himself of the defences and limits

of liability which the Carrier is entitled to invoke under

these conditions.

4.17.3 The aggregate of the amounts recoverable from the Carrier

and its servants, agents and or sub-contractors shall in no

case exceed the limits provided for in this CBL.

4.18. DELIVERY

4.18.1 The Carrier shall have the right to deliver the Goods at any

time from or at the vessel's side, custom house, warehouse,

wharf, quay, airport, railway station or any other place

designated by the Carrier within the geographic limits of

the port or place of discharge or port or place of delivery

shown on the face hereof.

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4.18.2 In any case, the Carrier's responsibility shall cease when the

Goods have been delivered to the Merchant or inland

carriers, air craft operators or any other person entitled to

receive the Goods on his behalf at the place designated by

the Carrier. Delivery of the Goods to the custody of customs

or any other authorities shall constitute final discharge of

the Carrier's responsibility hereunder.

4.18.3 If delivery of the Goods or any part thereof is not taken by

the Merchant at the time and place when and where the

Carrier is entitled to call upon the Merchant to take

delivery thereof, the Carrier shall be entitled to store the

Goods or the part thereof, at the sole risk of the Merchant

where upon the responsibility of the Carrier in respect of

the Goods or that part thereof stored as aforesaid （as the

case may be） shall wholly cease and the cost and expense

of such storage shall forthwith upon demand by the Carrier

be paid by the Merchant.

4.18.4 In case the cargo received by the Carrier is container

(s）into which contents have been packed by or on behalf

of the Merchant, the Carrier shall only be responsible for

delivery of the total number of container (s） shown on the

face hereof, and shall not be required to unpack the

container(s) and deliver the contents thereof in accordance

with brands, marks, numbers, sizes or types of packages or

pieces.

4.19. FREIGHT AND CHARGES

4.19.1 Freight shall be paid in cash without discount and whether

pre-payable or payable at destination, shall be considered

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as earned on receipt of the Goods by the Carrier and not to

be returned or relinquished in any event.

4.19.2 Freight and all other amounts mentioned in this CBL are to

be paid in the currency named in the CBL, or at the

Carrier's option in the currency of the country of dispatch or

destination subject to the rules in the applicable Carrier's

tariff.

4.19.3 All dues, taxes and charges or other expenses in connection

with the Goods are the Merchant's responsibility and shall

be paid by the Merchant or his agent.

4.19.4 The Merchant shall reimburse the Carrier in proportion to

the amount of freight for any costs for deviation or delay or

any other increase of costs of whatever nature caused by

war, warlike operation, epidemics, strikes, government

directions, or force majeure.

4.19.5 Freight may be calculated on the basis of the particulars of

the Goods furnished by the Merchant, who shall be deemed

to have guaranteed to the Carrier the accuracy of the

contents, weight, measure or value as furnished by him at

the time of receipt of the Goods by the Carrier, but the

Carrier for the purpose of ascertaining the actual

particulars may at any time and at the risk and expense of

the Merchant, open the container or package and examine

its contents, weight and value of the Goods. In case of any

incorrect declaration of the contents, weight, measure and

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or value of the Goods, the Merchant shall be liable for and

be bound to pay to the Carrier:

(a) The balance of freight between the freight charged

and that which would have been due had the correct

details been given, and

(b) Expenses incurred in determining the correct details,

together with

(c) Liquidated and ascertained damages, as an additional

sum equal to the correct freight.

4.19.6 Quotations as to fees, rates of duty, freight charges,

insurance premium or other charges given by the Carrier to

the Merchant are for informational purposes only and are

subject to change without notice and shall not under any

circumstances, be binding upon the Carrier unless the

Carrier in writing specifically undertakes the handling of

transportation of the shipment at a specific rate and that

rate is specified in the Carrier’s tariff.

4.19.7 Freight shall be deemed earned on receipt of the Goods by

the Carrier, the Goods lost or not lost, whether the freight

be intended to be prepaid or collected at destination.

Payment shall be in full and in cash without any offset,

counter-claim, or deduction, in the currency named in this

CBL, or another currency at the Carrier’s option. Interest at

2% per month shall run from the date when freight and

charges are due. Payment of freight charges to a freight

forwarder, broker or anyone other than directly to the

Carrier shall not be deemed payment to the Carrier. The

Merchant shall remain liable for all charges hereunder

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notwithstanding any extension of credit to the freight

forwarder or broker by the Carrier. Full freight shall be paid

on damaged or unsound Goods.

4.19.8 The Merchant shall be liable for all dues, duties, fines, taxes

and charges including consular fees levied on the Goods.

The Merchant shall be liable for return freight and charges

on the Goods if they are refused export or import by any

government. The Merchant shall be liable for all demurrage

or detention charges imposed on the Goods or the

containers by third parties.

4.19.9 The Shipper, consignee, holder of this CBL and the owner of

the Goods and their principals shall be jointly and severally

liable to the Carrier for the payment of all freight and

charges, including advances and shall in any referral for

collection or action for monies due to the Carrier, upon

recovery by the Carrier, pay the expenses of collection and

litigation, including reasonable attorney’s fees. This

provision shall apply regardless of whether the front of this

CBL has been marked “prepaid” or “freight prepaid” so long

as freight and charges remain unpaid.

4.19.10 The Shipper, consignee, holder of this CBL and the owner of

the Goods and their principals shall jointly and severally

indemnify the Carrier for all claims, fines, penalties,

damages, costs and other amounts which may be incurred or

imposed upon the Carrier by reason of any breach of any of

the provisions of this CBL or of any statutory or regulatory

requirements.

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4.20. DANGEROUS OR HAZARDOUS GOODS AND IMMUNITY

4.20.1 The Merchant shall comply with rules which are mandatory

according to the national law or international convention

relating to the carriage of Goods of a dangerous or

hazardous nature.

4.20.2 If the Merchant fails to comply with such regulations and

the Carrier is unaware of the dangerous nature of the Goods

and the necessary precautions to be taken and if, at any

time, they are deemed to be a hazard to life or property,

they may at any place be unloaded, destroyed or rendered

harmless, as circumstances may require, without

compensation, and the Merchant shall be liable for all loss,

damage, delay or expenses arising out of their being taken

in charge, or their carriage, or of any service incidental

thereto. The burden of proving the Carrier knew the exact

nature of the danger constituted by the carriage of, the

said Goods shall rest upon the person entitled to the Goods.

4.20.3 If any Goods shipped with the knowledge of the Carrier as

to their dangerous nature shall become a danger to the

vessel, land vehicle, aircraft or cargo, they may in like

manner be unloaded or landed at any place or destroyed or

rendered innocuous by the Carrier without liability on the

part of the Carrier except to General Average, if any.

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4.21. LIEN

4.21.1 The Carrier shall have a lien on all Goods for all charges and

amounts due under this CBL plus storage fees. It may

enforce such lien in any manner provided by law, and the

cost of such action shall be a part of such lien.

4.22. GENERAL AVERAGE AND COLLISION

4.22.1 The Merchant shall indemnify the Carrier in respect of any

claims of a General Average nature which may be made on

him and shall provide such security as may be required by

the Carrier in this connection. The Merchant shall also

indemnify the Carrier in respect of any liability of the

Carrier to a non-carrying vessel or aircraft involved in a

collision with the carrying vessel or carrying aircraft under

circumstances where the Carrier is exempted from liability

to the Merchant under the applicable international

conventions or national laws.

4.23. NOTICE OF LOSS

4.23.1 Unless notice of loss or damage and the general nature of

such loss or damage is given in writing to the Carrier or to

its representative at the place of delivery before or at the

time of delivery of the Goods, or if the loss or damage is

not apparent, within three (3) Business Days, the Goods

shall be deemed to have been delivered as described in this

CBL.

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4.24. TIME TO BRING SUIT

4.24.1 With respect to shipments known to have been lost or

damaged at sea, or during air or land transportation, the

Carrier shall be discharged of all liabilities under this CBL

unless a suit is brought within six (6) months after:

(a) the delivery of the Goods, or

(b) the date when the Goods should have been delivered.

4.24.2 With respect to shipments known to have been lost or

damaged within Malaysia:

(a) A written claim must be received by Carrier within

six (6) months of the date the Goods were

delivered. If no such written notice of claim is

received by Carrier within this six (6) month period,

then the Carrier shall be discharged of all liabilities

under this CBL.

(b) If and only if the Carrier receives the written notice

of claim within the six (6) month period required in

Clause 4.18.2（a） of this CBL, the suit on such

claim shall be brought not later than six (6) months

from the date of decline of such claim （in whole or

in part） by the Carrier, its agents, servants,

and/or employees.

4.24.3 With respect to shipments known to have been lost or

damaged within any country other than Malaysia, the

Carrier shall be discharged of all liabilities under this CBL:

(a） unless a claim in writing is filed within six (6)

months from the date of delivery, or when the

Goods should have been delivered, and

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(b） unless suit is brought within six (6) months after the

delivery of the Goods, or the date when the Goods

should have been delivered.

4.24.4 With respect to shipments, if it cannot be established

where the loss or damage has occurred, the Carrier shall be

discharged of all liabilities under this CBL:

(a) unless a claim in writing is filed within six (6)

months from the date of delivery, or when the

Goods should have been delivered, and

(b) unless the suit is brought within six (6) months after

the delivery of the Goods, or the date when the

Goods should have been delivered.

4.25. LAW AND JURISDICTION

4.25.1 Disputes arising under this CBL shall be decided in

accordance with the law of Malaysia and no action shall be

brought against the Carrier except in the High Court of

Malaysia in Kuala Lumpur.

4.26. MATTERS AFFECTING PERFORMANCE

4.26.1 If at any time the performance of the contract evidenced by

this CBL is or is likely to be affected by any hindrance, risk,

delay, difficulty or disadvantage of whatsoever kind which

cannot be avoided by the exercise of reasonable

endeavours, the Carrier （whether or not the transport has

commenced) may without notice to the Merchant treat the

performance of this contract as terminated and place the

Goods or any part of them at the Merchant's disposal at any

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place or port which the Carrier may deem safe and

convenient, whereupon the responsibility of the Carrier in

respect of such Goods shall cease. The Carrier shall

nevertheless be entitled to full freight and charges on

Goods received for transportation, and the Merchant shall

pay any additional costs of carriage to and delivery and

storage at such place or port.

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APPENDIX ‘5’

PARTICULAR CONDITIONS FOR WAREHOUSING

5.1. CONFLICT BETWEEN THESE PARTICULAR CONDITIONS AND

THE COMMON CONDITIONS IN THESE CONDITIONS

5.1.1 In the event that any of particular Conditions shall conflict

with any of the Common Conditions, these Particular

Conditions shall prevail.

5.2. STORAGE AND WAREHOUSING

5.2.1 The warehouses and storage areas operated by JPLogistics

may be located in a free zone which shall be subject to the

operational and legal requirements of the Free Zone Act

1990, or a non-free zone, which shall be subject to the

requirements of the Customs and Excise Department

pertaining to the Principal Customs Area.

5.2.2 Unless otherwise agreed, JPLogistics may accept Goods for

storage or warehousing upon these Particular Conditions or

subject to JPLogistics’ storage and warehousing terms as

may be determined by JPLogistics from time to time.

5.2.3 No Goods shall be accepted by JPLogistics for storage or

warehousing without the submission by the Customer to

JPLogistics of a written list of the Goods, their detailed

descriptions and quantities acceptable and duly

acknowledged by JPLogistics in writing.

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5.2.4 The Customer’s acceptance or selection of any storage

space for his Goods, as offered by JPLogistics in any

warehouse and storage area shall for the duration of such

warehousing and storage be at the Customer’s sole risks and

expenses, and JPLogistics shall not in any way be liable to

the Customer in respect of any loss, damage, deterioration

or destruction that may be occasioned to the Goods while

they are in storage within the space so accepted or selected

by the Customer.

5.2.5 JPLogistics may store in the open, Goods which in the

opinion of JPLogistics and as agreed by the Customer, are

suitable for such open storage, on condition that all risks for

such storage shall be fully borne by the Customer who shall

take all necessary precautions at his own costs and expenses

to protect the Goods so stored from damage, deterioration

or loss howsoever caused.

5.2.6 The owner of Goods or its appointed surveyor, agent or

representative shall be prohibited from entering any

warehouse or storage areas within the Business premises

either in a free zone or non-free zone, without the prior

written permission of JPLogistics.

5.2.7 Subject to the preceding sub-paragraphs in this Paragraph

on Storage and Warehousing, JPLogistics disclaims all

responsibility and liability for any loss or damage that may

be occasioned to the Goods so stored, and it shall be

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obligatory upon every Customer to rent JPLogistics’

portable fencing for the purpose of demarcating the storage

and warehousing space occupied by the Customer, as well as

protecting and ensuring the safety of his Goods.

5.2.8 For Goods or containers deemed delivered to the merchant

under Paragraph 2.15 of APPENDIX ‘2’, the conditions

stated in the said Paragraph and APPENDIX ‘2’ shall apply.

5.3. REQUEST FOR EARLY REMOVAL OF CARGO/ ABANDONED

GOODS

5.3.1 In respect of notice for removal of Goods of perishable or

inflammable nature in conventional form or containerized,

from warehouses in a free zone or warehouses in a non-free

zone, JPLogistics may at any time, give to the Customer not

less three (3) Business Days’ previous notice or any number

of days considered by JPLogistics as reasonable within the

requirements of the Free Zones Act 1990 as may be

amended from time to time, including compliance for

declaration of Goods, or within the requirements of the

Customs and Excise Department for movements of Goods

within the Principal Customs Area, in written form or by use

of the relevant free zone electronic system in place or any

equivalent free zone legislation; and or any electronic

system applicable where the Goods are warehoused or

stored. On the failure to remove such Goods pursuant to the

notice given, JPLogistics shall be at liberty to proceed in

accordance with the actions stated in Paragraph 5.4 herein.

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5.3.2 JPLogistics may at its discretion remove any Goods which

have been landed or received into JPLogistics’ custody to

any open-sided shed, warehouse, transit shed, open storage

area, or from one place to another.

5.3.3 JPLogistics reserves the right to shift any Goods stored in

the Business premises in a non-free zone or a free zone

without assigning any reason whatsoever. No shifting of

cargo shall be carried out by JPLogistics unless a prior

written notice of not less than three (3) Business days has

been served on the Customer who shall agree to bear the

costs for such shifting.

5.4. ABANDONED GOODS

5.4.1 For any Goods either in conventional form or containerized,

that remain in JPLogistics’ storage area or any part of the

Business premises exceeding the period of thirty (30) days

up to fourty eight (48) months or less, from the date the

Goods were first brought in for storage, JPLogistics shall

exercise its right to deem such Goods as “Abandoned” and

shall take steps for their removal and or disposal.

5.4.2 JPLogistics shall:

(a) Give a written notice to the Customer/owner of the

Abandoned Goods to remove them within a period of

thirty (30) days from the period of the notice or

before JPLogistics’ proposed date for removal or

disposal or sale by public auction of the Abandoned

Goods, and the owner of the Abandoned Goods shall

comply with such a notice.

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(b) If the owner of the Abandoned Goods failed to comply

with such notice, then the owner shall be deemed to

have unequivocally and irrevocably waived his right

to assert any property rights to the Abandoned Goods

as against JPLogistics.

(c) If the owner of the Abandoned Goods cannot be

traced or identified, after JPLogistics had furnished a

written notice to the owner of the Abandoned Goods

for the said period of thirty (30) days as stated in

Paragraph 5.4.2 (a), JPLogistics will publish its notice

in the Gazette for a period of another thirty (30) days

or a lesser before proceeding to remove, dispose or

sell the Abandoned Goods by public auction,

(d) For Perishable or Inflammable Abandoned Goods in a

free zone, JPLogistics in cooperation with the Free

Zone Authority may without any notice to the owner

of such Goods or without taking any action to publish

any notice in the Gazette:

(i) For Perishable Abandoned Goods, remove,

dispose or sell by public auction such Goods at

any time, if not immediately removed and

declared by the owner of the Goods after a

period of three (3) days after such Goods’

arrival; and

(ii) For Inflammable Abandoned Goods, remove,

dispose or sell by public auction such Goods at

any time, if not immediately removed and

declared by the owner of the Goods after a

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period of seven (7) days after such Goods’

arrival;

(e) For the sale of Abandoned Goods by public auction in

a free zone, the proceeds of such sale shall be paid to

the Federal Consolidated Fund after JPLogistics has

deducted monies such as the rental and storage

charges, costs and expense due to and incurred by

JPLogistics in dealing with storage, removal and sale

of the Goods (if not settled by the owner of the

Abandoned Goods).

(f) For the sale of Abandoned Goods by public auction in

a non-free zone, the proceeds of such sale shall be

utilized by JPLogistics to pay for the rental and

storage charges, costs and expense due to and

incurred by JPLogistics in dealing with storage,

removal and sale of the Goods (if not settled by the

owner of the Abandoned Goods). The balance of the

proceeds shall be held in trust by JPLogistics for a

period of one (1) year or less until it is submitted to

the Federal Consolidated Fund under the Unclaimed

Moneys Act 1965.

5.4.3 JPLogistics is not liable to any Customer and or the owner of

the Abandoned Goods or anyone else for costs and losses

that arise out of or in connection with all the nature of

Abandoned Goods, or for any act (tortious or otherwise) on

the part of JPLogistics or its servants, agents, sub-

contractors or related corporations as defined under the

Companies Act 1965, while exercising its right under this

Paragraph 5.4.

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5.4.4 Without limiting any of JPLogistics other rights and

remedies and as an alternative to the action by JPLogistics

as stated in Paragraph 5.4 any Customer who owns any

Abandoned Goods shall reimburse JPLogistics for all the

rental or storage charges due, costs, damages and loss

that may arise out of or in connection with the Abandoned

Goods, in connection to any act or omission (tortious or

otherwise) by JPLogistics, its servants, agents, sub-

contractors or any of its related corporation while

exercising any rights under Paragraph 5.4.

5.4.5 Nothing in Paragraph 5.4 shall be interpreted to:

(i) make JPLogistics a trustee in relation to any Abandoned

Goods ; or

(ii) make JPLogistics a bailee in relation to any Abandoned

Goods.

5.5. CUSTOMER’S UNDERTAKING

5.5.1 The Customer Undertakes that:-

(a) When presented for warehousing and storage, the

Goods shall be securely and properly packed in

compliance with any statutory regulations or

recognized standards and in such condition as not

to cause damage or injury or the likelihood of

damage or injury to the property of JPLogistics or

to any other goods, whether by the spreading of

damp, infestation, leakage or the escape of

fumes or substances or otherwise howsoever.

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(b) Before presentation of the Goods for

warehousing, the Customer shall inform

JPLogistics in writing of any special precautions

required by the nature, weight or condition of the

Goods and of any statutory duties specific to the

Goods with which JPLogistics may need to

comply.

(c) Unless prior to acceptance of the Goods by

JPLogistics, the Customer shall give to JPLogistics

a written notice containing all appropriate

information, that none of the Goods are or

contain substances the storage of which would

require the obtaining of any consent or licence

from the authorities or which, if they escaped

from their packing, may cause pollution of the

environment or harm to human health.

(d) Notwithstanding any notice under Paragraph 38 of

the Common Conditions if there is a breach of

contract by the Customer, the Customer shall

indemnify JPLogistics against any losses or

damage it suffers which are related to the

breach, and shall pay all costs and expenses

incurred and JPLogistics’ reasonable charges in

dealing with the breach and its consequences.

(e) The Customer shall make arrangements to cover

the Goods against all risks to the full insurable

value.

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(f) The Customer shall sign a tenancy agreement

with JPLogistics for any long term occupancy of

any warehouse to store his Goods.

(g) The Customer contracts and agrees with

JPLogistics on behalf of himself and as agent for

all persons who have or may acquire any

proprietary possessory or other rights in respect

of Goods, containers or vehicles if any to be

bound by the terms of these Conditions and by

the terms of any Charges and Tariff, and warrants

that he has the authority of all such persons to

contract and to agree as aforesaid.

(h) The Customer shall give sufficient and executable

Instructions and warrants that the description and

particulars of the Goods and containers

(including, but not limited to, weight, content,

measure, quantity, condition, marks, numbers,

and value) are complete and accurate and that

the Goods and containers are labelled in

compliance with all laws, regulations and

requirements that may be applicable.

(i) The Customer warrants that the Goods and non-

empty containers are:

a. properly and sufficiently prepared,

packed, stowed, labelled and/or

marked; packed in a manner adequate

to withstand normal handling or

storage, and

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b. in compliance with all laws,

regulations and requirements that may

be applicable.

5.5.2 In addition, the Customer warrants that he has reasonable

knowledge of matters affecting the conduct of his business,

including but not limited to the terms of sale and purchase

of the Goods and all other matters relating thereto.

5.5.3 The Customer undertakes to supply JPLogistics with any

information concerning the nature of the Goods and their

packaging as JPLogistics may reasonably request.

5.5.4 Special Instructions, Goods and Services:

(a) Unless otherwise previously agreed in writing, the

Customer undertakes that no dangerous Goods shall

be delivered to JPLogistics and that JPLogistics shall

not be caused to deal with or handle such dangerous

Goods.

(b) If the dangerous Goods is in the opinion of

JPLogistics or any Authority, constitute a risk to

other Goods, property, life or health, such Goods

may without notice be destroyed or otherwise dealt

with at the sole discretion of JPLogistics and at the

risk and expense of the Customer.

(c) The Customer undertakes not to tender for

transportation of any Goods that require

temperature control unless a prior written notice of

their nature and particular temperature range to be

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maintained, and prior approval shall be obtained

from JPLogistics. In the case of a temperature

controlled container stuffed by or on behalf of the

Customer by a third party, the Customer further

undertakes that:

(i) The Container has been properly pre-

cooled or preheated as appropriate, and;

(ii) The Goods have been properly stuffed in

the container, and

(iii) Its thermostatic controls have been

properly set by the Customer or the third

party.

5.5.5 If the above requirements are not complied with by the

Customer, JPLogistics shall not be liable for any loss of or

damage to the Goods caused by such non-compliance.

5.5.6 If the Customer is in breach of Paragraph 5.5.4. (a) or

Paragraph 5.5.4. (c) above, the Goods may without notice

be refused receipt by JPLogistics, be destroyed or otherwise

dealt with at the sole discretion of JPLogistics and at the

risk and expense of the Customer.

5.6. Insurance

(a) No insurance will be effected except upon express

instructions given in writing by the Customer. All

insurance effected by JPLogistics is subject to the

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usual exceptions and conditions of the policies of the

insurance company or underwriters taking the risk.

(b) When instructed by the Customer, JPLogistics shall be

an agent of the Customer in respect of effecting

insurance.

(c) Unless otherwise agreed in writing, JPLogistics shall

not be under any obligation to effect a separate

insurance on each consignment but may declare it on

any open or general policy.

(d) Should the insurers dispute their liability for any

reason whatsoever, the insured shall have recourse

against the insurers only. JPLogistics shall not have

any responsibility or liability whatsoever in relation to

the insurance notwithstanding that the premium upon

the policy may not be at the same rate as that

charged by JPLogistics or paid to JPLogistics by the

Customer.

5.6.1 Unless otherwise previously agreed in writing, the Customer

undertakes that no Goods of High Value shall be delivered to

JPLogistics and that JPLogistics shall not be caused to deal

with or handle such goods. If such Goods are delivered

without such previous agreement, the Goods may be refused

receipt by JPLogistics or stored elsewhere at the Customer’s

own risk and expense, at the sole discretion of JPLogistics.

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5.7. Liability For Goods And Other Losses

5.7.1 The Customer shall defend, indemnify and hold harmless

JPLogistics against all loss, damage, liability, costs and

expense whatsoever arising from:-

a) any breach of warranty or obligation by the Customer

or arising from the negligence of the Customer or

Owner,

b) any act or omission of the Customer or the Owner or

any person acting on its behalf,

c) JPLogistics complying with the Instructions given by or

on behalf of the Customer or Owner;

d) JPLogistics complying with the requirements of an

Authority with regard to the Goods,

e) the handling, loading, stowage or unloading of the

Goods by the Customer or Owner or any person acting

on their behalf,

f) the nature of the Goods unless caused by JPLogistics’

negligence, or

g) the defective condition of or overweight containers or

vehicles.

5.7.2 Except to the extent caused by JPLogistics’ negligence, the

Customer and Owner shall be liable for and shall defend,

indemnify and hold harmless JPLogistics in respect of all

duties, taxes, imposts, levies, deposits and outlays of

whatsoever nature in respect of the Goods, dangerous

Goods and/or containers levied and for all liabilities,

payments, fines, costs, expenses, loss and damage

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whatsoever incurred or sustained by JPLogistics in

connection therewith.

5.7.3 The Customer may, after having discharged its liability

and/or obligations under Paragraph 5.7.2, bring a claim

against JPLogistics under Paragraph 5.10.2 in respect of any

duties, taxes, imposts, levies, deposits and outgoings arising

out of the Company’s negligence.

5.7.4 The Customer’s bill of lading or other contracts of carriage,

handling or storage shall include a provision prohibiting the

making of any claim against JPLogistics, its servants or

agents, and a provision that JPLogistics, its servants and

agents shall have the benefit of any provisions, rights,

defences and liberties in such contract of carriage, handling

or storage excluding or limiting the liability of the Customer

in respect of the Goods, containers or vehicles as if such

provisions were expressly for their benefit.

5.7.5 The Customer undertakes that no claim shall be made

against any servant or agent of JPLogistics which imposes

or attempts to impose upon any of them any liability

whatsoever in connection with the Goods, containers or

vehicles and if any such claim should nevertheless be made,

to indemnify JPLogistics against all consequences thereof.

5.7.6 Without prejudice to the foregoing, every such servant or

agent of JPLogistics have the benefit of all provisions

herein, as if such provisions were expressly for their

benefit. In entering into this contract JPLogistics, to the

extent of those provisions, does so not only on its behalf but

as agent and trustee for such servants and agents.

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5.7.7 The Customer shall defend, indemnify and hold harmless

JPLogistics from and against all claims, costs and demands

whatsoever and by whomsoever made or preferred in excess

of the liability of JPLogistics under the terms of these

Conditions and without prejudice to the generality of this

clause this indemnity shall cover all claims, costs and

demands arising from or in connection with the negligence

of JPLogistics, its servants and agents.

5.7.8 In this clause, “agent” includes direct and indirect sub-

contractors and their respective servants and agents.

5.7.9 Advice and information in whatever form it may be given is

provided by JPLogistics for the Customer and/or Owner only

and the Customer and/or Owner shall defend, indemnity

and hold JPLogistics harmless from all liability, loss,

damage, costs and expenses arising out of any other person

relying on such advice or information. The Customer shall

not pass such advice or information to any third party

without the Company’s written agreement and the

Customer and/or Owner shall indemnify JPLogistics against

any loss suffered because of a breach of this condition.

5.8. Receipt

(a) Goods, Containers, or Vehicles are not received by

JPLogistics until the person delivering them has

reported to JPLogistics’ reception office or area and

in addition, JPLogistics has expressly agreed to

receive the Goods, container or vehicle. Such

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agreement may only be made by an agent of

JPLogistics who has actual authority to do so.

(b) JPLogistics may refuse to receive or unload any

Goods, container or vehicle, at its discretion where

it has reasonable cause to do so, including but not

limited to, where JPLogistics is not satisfied that

arrangements have or will be made for the removal

of such Goods, container or vehicle.

(c) Instructions contained in the Customer’s bill of

lading, waybill, delivery order, or other documents

shall entitle JPLogistics to deliver to the bearer

thereof notwithstanding that such bill of lading,

waybill, delivery order, or other document provides

for delivery to a named party or to his order.

JPLogistics is entitled to assume that the person

presenting such bill of lading, delivery order or

other document is the person lawfully entitled to

take delivery. JPLogistics is not required to verify

signatures appearing on such bill of lading, waybill,

delivery order, or other document.

5.9. Inspection

5.9.1 JPLogistics shall not be liable to the Customer if the

quantity, quality, weight etc. of the Goods differs from the

Customer’s description unless the differences are significant

and JPLogistics has the necessary means and knowledge to

identify the discrepancies.

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5.10. Liability

5.10.1 JPLogistics shall not be liable for any loss, damage, delay,

duty, tax or fine, indirect or consequential loss, non-

performance of any obligations, mis-delivery, misdirection,

costs, expense, death or injury of whatsoever nature and

howsoever caused except as specified in Item 5.9.2 below.

5.10.2 Subject to the exclusions of liability in Paragraph 33 of

these Conditions and elsewhere in these Conditions, to the

extent that it is proved that the claim arises from the

negligence of JPLogistics, its servants, agents or sub-

contractors, JPLogistics shall be liable for the type of loss or

damage set out below subject to the financial limits stated.

(a) Physical loss of or damage to Goods, but not

exceeding the least of:-

(i) the value of the Goods lost, or

(ii) the reasonable cost of repair in the case of

damage, or

(iii) Ringgit Malaysia Five (RM5.00) per gross

kilogram of the Goods lost or damaged or not

exceeding Ringgit Malaysia One Hundred

Thousand (RM100, 000) per shipment.

(b) Misdirection of the Goods, but not exceeding the

least of:-

(i) the cost of transporting the Goods to the

correct destination by the mode of transport

that would have applied in the absence of such

misdirection less the cost that would have

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been incurred in transporting the Goods to the

correct destination in the absence of such

misdirection, or

(ii) the value of the Goods misdirected, or

(iii) RM5.00 per gross kilogram of the Goods

misdirected.

(c) Physical loss or damage to the Customer’s owned or

leased containers or vehicles, but not exceeding the

lesser of:-

(i) the value of the Container or Vehicle, or

(ii) the reasonable cost of repair in the case of

physical damage;

(d) Physical loss of or damage to property of any form

other than that in (a) to (e), but not exceeding the

least of -

(i) the value of the property lost, or

(ii) the reasonable cost of repair in the case

of damage, or

(iii) RM100, 000.00 per shipment

(e) In no event shall the Company’s liability under one

or more of the sub-clauses (a) to (d) exceed RM100,

000.00 per shipment.

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5.10.3 For the purposes of clause 5.10. If:

(a) the value of Goods is the invoice value plus freight and

insurance if paid plus any Customs duty or tax incurred

on the Goods in respect of their carriage and not

recoverable from any Authority or, in the absence of

such value, is the market value at the place where

JPLogistics handled the Goods;

(b) the value of the Customer’s container or vehicle is its

lease value if leased by the Customer and if owned by

the Customer it is the market value at the place where

the loss or damage occurred;

(c) the value of property under 5.10.2 (d) is the market

value at the place where the loss or damage occurred.

5.10.4 JPLogistics shall not have any liability whatsoever for claims

arising from:

(a) An act or omission of the Customer or Owner or any

person acting on their behalf,

(b) JPLogistics complying with the instructions given by

or on behalf of the Customer or Owner,

(c) An act or order of any Authority,

(d) The insufficiency of the packing or labelling of the

Goods or containers except where such service has

been provided by JPLogistics,

(e) The handling, loading, stowage or unloading of the

Goods by the Customer or Owner or any person acting

on their behalf,

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(f) The nature of the Goods,

(g) The defective condition of or overweight containers

or vehicles,

(h) Riots, civil commotions, strikes, lockouts, stoppage or

restraint of labour,

(i) Explosion, fire, flood or storm,

(j) The breakdown of or failure or any handling

equipment of JPLogistics, providing JPLogistics has

complied with such testing and maintenance

standards for the equipment as are customary in the

JPLogistics Business and country,

(k) The breakdown of, accident to, failure or interruption

of or reduction in the mains electrical supply to

JPLogistics, it being agreed that JPLogistics is under

no obligation to have available any auxiliary power

supply, or

(l) Any cause which JPLogistics could not avoid and the

consequences whereof it could not prevent by the

exercise of reasonable diligence.

5.10.5 If, despite the exclusions of liability in Paragraph 5.10.2 or

elsewhere in these Conditions, JPLogistics is held to be

liable in respect of any claim and such liability is not limited

by the provisions of clause 5.10., JPLogistics liability shall

be limited to twice its charges to the Customer in respect of

its Services to which the claim is most closely connected.

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5.10.6 Charges, etc.

(a) The Customer shall pay to JPLogistics in cash or as

agreed all sums immediately when due without

reduction or deferment on account of any claim,

counterclaim or set-off.

(b) When JPLogistics is instructed to collect freight,

duties, charges or other expenses from any person

other than the Customer, the Customer shall be

responsible for the same on receipt of evidence of

demand and non- payment by such other person

when due.

(c) On all amounts overdue to JPLogistics, JPLogistics

shall be entitled to interest, calculated at 2 % per

thirty (30) days during the period that such amounts

are overdue.

5.11. Miscellaneous

5.11. 1 Heading of Paragraph or clauses or groups of paragraph in

these Conditions are for indicative purposes only.

5.11.2 Any notice served by post shall be deemed to have to be

given on the third day following the day on which it was

posted to the address of the recipient of such notice last

known to JPLogistics.

5.11.3 The defences and limits of liability provided for by these

Conditions shall apply in any action against JPLogistics

whether such action be founded in contract or tort including

claims made in bailment.

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5.11.4 If any legislation is compulsorily applicable to any business

undertaken, these Conditions shall, as regards such

business, be read as subject to such legislation and nothing

in these Conditions shall be construed as a surrender by

JPLogistics of any of its rights or immunities or as an

increase of any of its responsibilities or liabilities under such

legislation and if any part of these Conditions be repugnant

to such legislation to any extent such part shall as regards

such business be overridden to that extent and no further.

5.11.5 No servant or agent of JPLogistics shall have power to waive

or vary any of the terms hereof unless such waiver or

variation is in writing and is specifically authorized or

ratified in writing by a director or officer of JPLogistics who

has the actual authority of JPLogistics so to waive or vary.

5.12 Jurisdiction and law

5.12.1 These Conditions and any claim or dispute arising out of or

in connection with the services of JPLogistics shall be

subject to Malaysian law and the exclusive jurisdiction of

the Malaysian Courts.

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APPENDIX ‘6’

PARTICULAR CONDITIONS FOR SHIPPING AGENCY SERVICES

6.1 INTRODUCTION

6.1.1 JPLogistics (“the Agent”) as the provider of Shipping Agency

Services accepts instructions to provide the Services on

these Particular Conditions and the Common Conditions

wherever applicable.

6.1.2 The Customer acknowledges and agrees that it has received

these Particular Conditions, understands them and agrees to

be bound by them.

6.1.3 These Particular Conditions may include provisions which

change, reduce or exclude entirely the rights which the

Customer might otherwise have. If there is any conflict

between these Particular Conditions and the Common

Conditions, these Particular Conditions shall prevail.

6.1.4 These Particular Conditions may be varied by the Agent

from time to time without notice.

6.2. DEFINITIONS

6.2.1 ‘Additional Port Disbursement’ shall mean any Charges

which the Agent pays or is to pay out to a third party on

behalf of the Customer in relation to any of the Services

which Charges have not been accounted for in the Estimate

Port Disbursement and which sums may arise from time to

time in the Provision of the Services.

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6.2.2 ‘Additional Disbursement Account’ shall mean the Tax

Invoice, inclusive of GST, sent by the Agent to the Customer

specifying the Additional Port Disbursement.

6.2.3 ‘Agency Appointment’ shall mean the Customer’s

appointment of JPLogistics as the agent for and on behalf of

the Customer.

6.2.4 ‘Agent’ shall mean JP Logistics Sdn. Bhd. and its officers,

employees, servants, agents, contractors and sub-

contractors.

6.2.5 ‘Agreement’ shall mean any contract or agreement whether

verbal or in writing (including but not limited to email and

facsimile) for the provision of the Services between the

Agent and the Customer to which these Conditions shall

apply.

6.2.6 ‘Assets’ shall mean all assets, Goods, Documents and

records of the Customer held by the Agent.

6.2.7 ‘Charges’ shall mean the Agent’s fee and any and all other

charges and expenses (including any commissions if

applicable) payable for the Services based on these

Particular Conditions or as set out in any Agreement

between the Agent and the Customer or which may be

payable by custom of the trade or by reference to a course

of dealings between the Agent and the Customer.

6.2.8 ‘Customer’ shall mean the person for whom the Agent is

rendering the Services.

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6.2.9 ‘Documentation’ shall mean all information received

directly or indirectly from the Customer, whether in paper

or electronic form.

6.2.10 ‘Estimate Port Disbursement’ shall mean the Agent’s

estimate Charges for Services which shall be provided by the

Agent to the Customer prior to arrival of the vessel into the

Port.

6.2.11 ‘Estimate Disbursement Account’ shall mean the Tax

Invoice, inclusive of GST, sent by the Agent to the Customer

specifying the Estimate Port Disbursement.

6.2.12 ‘Final Port Disbursement’ shall mean the final Charges for

the provision of the Services which have been provided by

the Agent pursuant to the Agreement which shall include a

list of all Services provided to the Customer, amounts paid

to the Agent by the Customer and any amounts outstanding

and owed to the Agent or the balance of any amounts

remaining and payable to the Customer and which shall be

provided to the Customer subsequent to the provision of

Services.

6.2.13 ‘Final Disbursement Account’ shall mean the Tax Invoice,

inclusive of GST, sent by the Agent to the Customer

specifying the Final Port Disbursement.

6.2.14 ‘Goods’ shall mean any goods, including the packages

containing those goods and shipping or other transport

containers, which are the subject of the Services provided

by the Agent to the Customer.

6.2.15 ‘Government Authorities’ shall mean, without limitation,

all Malaysian Government Departments with responsibility

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for the clearance of vessels, the import and export of

goods, the collection of duty and revenue on the import and

export of goods and the transport of those goods to include,

without limitation, Malaysian Marine Department; Malaysian

Customs Department, Health, Chemistry & Immigration

Departments of Malaysia.

6.2.16 ‘Nominated Bank Account’ shall mean the Agent’s bank

account, specified in writing to the Customer, into which

the Customer shall deposit all Charges and any other sums

of money payable to the Agent.

6.2.17 ‘Port’ shall mean the Port where the Agent is carrying out

the Services for the Customer.

6.2.18 ‘Port Authority’ shall mean the statutory authority

responsible for the traffic and regulations of the Port.

6.2.19 Related Corporation’ has the meaning given to that phrase

in the Malaysian Companies Act 1965.

6.2.20 ‘Services’ shall mean a single packaged Services with the

rights, benefits, privileges or facilities that are to be

provided, granted or conferred under an Agreement for, or

in relation to the performance by, the Agent for the

Customer and which may include but shall not be limited to:

(a) Customs clearance or any documentary function in

relation to import/export and the arrival/departure of

a vessel;

(b) Arrangements relating to Port arrivals and departures,

movement, loading/unloading of a vessel;

(c) Ship husbandry services; and

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(d) Handling, temporary storage, carriage and

transportation of Goods.

6.2.21 ‘Supply’ shall have the same meaning as that defined in the

Goods and Services Tax Act 2014

6.2.22 ‘Taxable Supply’ shall mean any Supply under these

Particular Conditions in respect of which the Agent is or may

become liable to pay GST.

6.3. CONTRACTUAL CAPACITY

6.3.1 The Agent shall provide the Services as agents for and on

behalf of the Customer in consideration for the Charges.

6.3.2 The Customer is hereby deemed to have made an Agency

Appointment upon the Agent receiving the Customer’s

Instruction as defined in the Common Conditions for the

Services and the Agent providing the Customer with written

confirmation that the Agency Appointment has been

received and accepted by the Agent.

6.3.3 Subject to and in accordance with these Particular

Conditions, the Agent agrees and the Customer hereby

employs and authorizes the Agent as agents for the

Customer to contract as agents for the Customer with any

contractor or sub-contractor for the performance of all or

any part of the Services pursuant to or ancillary to these

Particular Conditions.

6.3.4 All officers, employees, servants, agents, contractors and

sub-contractors of the Agent shall have the benefit of any

and all limitations, indemnities, exceptions and conditions

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in these Particular Conditions benefiting the Agent as if such

provision was made expressly for such officers, employees,

servants, agents, contractors and sub-contractors of the

Agent.

6.4. APPLICATION OF THESE CONDITIONS

6.4.1 By entering into an Agreement with the Agent and by

accepting the Services from the Agent, the Customer hereby

agrees to be bound by these Particular Conditions to the

exclusion of all other representations, statements,

conditions, terms, warranties, whether express, implied,

statutory or otherwise except any implied by law or statute

which cannot by law be excluded.

6.4.2 These Particular Conditions shall apply to any Agreement

between the Agent and the Customer save in so far as a

director of the Agent expressly agrees otherwise in writing.

Without prejudice to the generality of the foregoing the

Agent shall not be bound by any standard terms and

conditions of the Customer or by any other terms proposed

by a Customer which conflict with these Particular

Conditions unless a director of the Agent has expressly

agreed to such terms in writing irrespective of when such

standard terms and conditions or other terms are put

forward.

6.4.3 These Particular Conditions, together with the terms of any

other Agreement, comprise the entire agreement between

the Agent and the Customer with respect to the Services. In

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the event of a conflict, the following descending order of

precedence shall apply:

(a) Any specific terms of the Agreement agreed

between the Agent and the Customer;

(b) These Particular Conditions.

6.4.4 While the Agent and the Customer hereto believe (in all the

circumstances known to them at the date of entering the

Agreement) that these Particular Conditions are reasonable,

as to all of their terms, if a Court shall determine that any

one or more of the conditions are unenforceable for any

reason, such terms shall be deemed to be severed from the

body of these Particular Conditions such that the remaining

conditions shall stand and be enforceable between the

Agent and the Customer hereto.

6.4.5 Nothing in these Particular Conditions shall exclude or limit

any liability or any right which either party may have in

respect of fraud or in respect of pre-contractual statements

given fraudulently or dishonestly or in circumstances where

there has been willful concealment.

6.4.6 Unless written notification to the contrary is given by the

Customer to the Agent at or prior to entering into these

Particular Conditions, the Customer expressly warrants and

represents that all or any of the Services to be supplied by

the Agent and acquired by the Customer pursuant to an

Agreement are so supplied and acquired for the purposes of

a business, trade, profession or occupation carried on or

engaged in by the Customer.

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6.5 AGENT’S DUTIES

6.5.1 The Agent shall:

(a) undertake the Services with all reasonable care,

diligence, skill and judgment in the performance

of the duties;

(b) provide the Services in compliance with any

applicable laws, rules, and regulations; and

(c) undertake the Services in compliance with ethical

maritime standards which shall include but which

shall not be limited to:

(i) the Agent shall not offer, agree or give any

person working for or engaged by another

party any gift or other consideration which

gift or other consideration may act as an

inducement or a reward for any act or

omissions to act in connection with the

Agreement;

(ii) the Agent shall not enter into the

Agreement with the Customer or any other

party if it has knowledge that any money has

or will be paid to any person working for or

engaged by the other party unless written

details of the arrangement have been

disclosed to the other party prior to entering

into the Agreement with the Customer and

the other party has given written

authorisation of such arrangement;

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(iii) the Agent shall not offer pay or promise to

pay directly or indirectly anything of value

to a Public Official or Government Authority

in connection with the Agreement and the

Agent shall notify the Customer in writing in

the event that a request is received from

Public Official or Government Authority

requesting illicit payments; and

(iv) the Agent shall not take any other action

which shall result in a breach by either party

of any applicable anti-corruption legislation.

6.6. LIABILITY OF THE AGENT

6.6.1 The Agent and the Customer hereby agree that the limits

and exclusions of liability found in this Paragraph are fair

and reasonable having regard to the nature of the Services,

the Charges paid for such Services by the Customer and all

other circumstances known to the Customer and the Agent

relating to the Services at the time of the making of the

Agreement.

6.6.2 Liability for Negligence

6.6.2.1 The Agent shall only be liable for loss and/or

damage arising out of and caused by negligent

acts, errors or omissions of the Agent whether

or not any claim be brought against the Agent in

contract or tort (including but not limited to a

claim for negligence) or otherwise.

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6.6.3 Limitation of Liability

6.6.3.1 The Agent’s liability for loss and/or damage

through act, error or omission whether in

contact, tort (including negligence) or otherwise

howsoever, shall in any event be limited to and

shall not in any circumstances exceed the

amount of Ringgit Malaysia One Hundred

Thousand (RM100,000) per Service.

6.6.4 Exclusion of liability

6.6.4.1 Notwithstanding and without prejudice to the

aforesaid, the Agent shall not in any event be

liable to the Customer for the following

howsoever caused:

(a) Special, indirect or consequential loss (including but

not limited to loss of profits);

(b) Loss of market, business, contracts, anticipated

savings, good will revenue or wasted expenditure;

(c) Loss or damage arising out of failure or delay;

(d) Loss or damage arising out of error, act, omission,

misstatement or misrepresentation by the Customer

its officers, employees, servants, contractors and

sub-contractors;

(e) Loss or damage arising out of inherent liability to

wastage, faulty design, latent or inherent defect or

vice or natural deterioration;

(f) loss or damage arising out of insufficient or

improper packing or Goods preparation by the

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Customer its officers, employees, servants,

contractors and sub-contractors; (g) loss or damage

arising out of insufficient or improper marking,

labeling or addressing;

(h) Not taking delivery;

(i) Loss of lien whether general or particular; or

(j) Seizure or forfeiture under legal process.

6.6.4.2 In the event that a Customer requests the Agent

to use the services of a third party in relation to

the Agreement (the "Third Party Services"), the

Agent will contract with such third party as

agent for the Customer. The Agent expressly

disclaims (to the maximum extent permitted by

law) all warranties and representations with

respect to the Third Party Services express,

implied, statutory or otherwise, including

without limitation, any implied warranty of

merchantability, fitness for a particular

purpose, accuracy or reliability of results from

use of the Third Party Services, that the Third

Party Services will meet specific requirements,

that the Third Party Services will be

uninterrupted, completely secure or free of

errors, including, without limitation, software

errors. The Customer acknowledges and agrees

that the Third Party Services are provided on an

"as is" basis without any warranty of any kind

and that the entire risk as to the quality and

performance of the Third Party Services shall be

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borne by the Customer unless otherwise agreed

in writing with the Customer.

6.6.4.3 Nothing in these Particular Condition shall be

deemed to exclude or restrict either party's

liability for death or personal injury resulting

from negligence or for fraud.

6.6.4.4 In any event, the Agent shall be discharged from

all liability whatsoever or howsoever arising out

of or in connection with the provision of Services

unless proceedings are commenced and served

on the Agent within the relevant statutory

limitation period applicable under the laws of

Malaysia.

6.6.4.5 The provisions of this Paragraph shall remain in

force notwithstanding termination of the

Agreement.

6.6.4.6 Nothing in these Particular Conditions shall be

interpreted as excluding, restricting or

modifying or having the effect of attempting to

exclude, restrict or modify the application of

any State or Federal legislation applicable to the

provision of Services that cannot be excluded,

restricted or modified.

6.7. WRITTEN INSTRUCTIONS

6.7.1 Wherever it is necessary, for the purpose of these Particular

Conditions or any other purpose whatever, for Instructions

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to be given to the Agent, such Instructions will be valid only

if given in writing, acknowledged by the Agent in writing

and given in sufficient time in all the circumstances for the

Agent reasonably to be able to adopt the instructions.

Standing or general instructions, or instructions given late,

even if received by the Agent without comment, shall not

be binding upon the Agent. If the Agent adopts standing or

general instructions, or instructions given late, for one of

more transaction for the Customer or any other party, that

does not in any way affect the validity of those Instructions

in relation to any future transaction. No attempt by the

Agent to adopt late instructions will constitute an

acceptance by the Agent.

6.7.2 The Agent shall use all reasonable endeavours to comply

with all reasonable specific Instructions in writing which the

Customer may give to the Agent.

6.7.3 The Agent hereby reserves the right to deviate, without

notice, from any specific Instructions given by the Customer

to the Agent or from any stated means by which it will

provide the Services if any event or situation arises

rendering the provision of the Services in that manner not

commercially viable, despite the reasonable endeavours of

the Agent to the contrary. In such an event the additional

cost of such alternate means of providing the Services shall

fall within the Additional Port Disbursements Charges to be

paid by the Customer in accordance with these Particular

Conditions provided that such events were, to the

reasonable knowledge of the Agent, not foreseeable,

predictable or anticipated as at the date of the Agreement.

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6.8 THE SELECTION OF SERVICES OF THIRD PARTIES

6.8.1 The Agent reserves complete freedom to decide the manner

or procedure to be adopted for any or all of the various acts

which will be necessary for the completion of the Services

and if applicable, the handling, storage and transportation

of the Goods the subject of the Service or any part of them

and is entitled to engage and sub-contract to third parties

to perform all or any of the functions required of the Agent

upon such terms and conditions as the Agent in its absolute

discretion may deem appropriate.

6.8.2 All claims in connection with the act of a third party shall

be brought solely against such party and/or its agents; in

connection with any such claim, the Agent shall reasonably

cooperate with the Customer, which shall be liable for any

changes or costs incurred by the Agent.

6.9. CUSTOMER WARRANTIES

6.9.1 The Customer, in relation to the Services provided by the

Agent, warrants to the Agent that:

(a) it will provide all Documents, information and

assistance required by the Agent to comply with the

requirements of the Government Authorities in an

accurate and timely fashion as required by those

Government Authorities;

(b) it will retain all documents or records in the manner

required by the Government Authorities;

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(c) it has observed and complied with all local laws and

regulations of any Government Authorities;

(d) it will notify the Agent of any issue or event that may

affect the Agent’s ability to perform the Services;

(e) it will provide the Agent with all the Documents and

information required for the Agent to perform the

Services in an accurate and timely fashion as required

by the Agent;

(f) it will provide the Agent with any necessary sums of

money for the payment of any disbursements or any

additional costs incurred by the Agent in providing

the Services immediately upon demand;

(g) it will comply with all confidentiality requirements in

relation to the Agreement, the Goods and the

Services at all times and will notify the Agent of any

issues or requirements under such laws in relation to

this Agreement or Services of which the Customer

should be aware;

6.9.2 The Customer acknowledges that a breach or failure to

observe all or any of the warranties in this clause could lead

to penalties or damages to the Customer and the parties

agree that the Customer shall provide the indemnity to the

Agent on account of such penalties or damages pursuant to

clause 6.10.

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6.10. CUSTOMER INDEMNITIES

6.10.1 Without limiting the effect of these Particular Conditions,

the Customer agrees to indemnify and keep indemnified the

Agent for:

(a) Any charges levied against the Customer by

Government Authorities

(b) Amounts of Customs Duty, GST and other payments

made to Government Authorities by the Agent on

behalf of the Customer

(c) Any penalties payable by the Agent (pursuant to a

Court order or pursuant to an Infringement Notice)

due to the Customer

(d) Providing information that is incorrect or misleading

(e) omitting to provide material information required to

the Government Authorities;

(f) providing information in a manner which does not

enable the Company to comply with the requirements

of the Government Authorities for reporting in

prescribed periods;

(g) failing to provide information or Documentation

requested by the Agent;

(h) penalties associated with the failure by the Customer

to maintain or provide its documents or records in the

manner and at the time contemplated by the

Government Authorities;

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(i) penalties associated with providing misleading or

deceptive information regarding the status of Goods,

pursuant to the relevant legislation;

(j) liabilities or costs incurred by the Agent on behalf of

the Customer associated with the transport of Goods

including, without limitation, amounts paid to

carriers of goods for the carriage of Goods or cleaning

of containers (whether sub-contractors or otherwise

and amounts incurred by the Agent in exercising its

rights pursuant to these Terms and Conditions);

(k) damages payable by the Agent arising from or

contributed to by errors or misrepresentations by the

Customer;

(l) losses or damage incurred by the Agent due to a

breach by Customs of any of the warranties in this

clause; and

(m) all expenses directly or indirectly incurred arising out

of or in connection with the entry of an officer of any

Government Authorities or other authorised person on

the premises of the Agent for the purpose of

exercising any powers pursuant to the requirements

of any Government Authorities and/or inspecting,

examining, making copies of, taking extracts of

documents on the Business premises.

6.10.2 Without limiting the effect of these Particular Conditions if

the Agent, whether by statute or otherwise, is held by to

jointly or severally liable for any of the Customer’s

liabilities or any other party seeks to hold the Agent jointly

227

or severally liable for any of the Customer’s liabilities, then

the Customer shall indemnify the Agent and hold the Agent

harmless for any claims made in respect thereof and shall

not in any way assert a claim for a contribution from the

Agent.

6.10.3 The Customer agrees to pay any amounts claimed pursuant

to the indemnity in sub-clause 6.10.1 within three (3)

Business day from the date when the indemnity arises which

shall be confirmed within seven (7) Business days of the

written demand by the Agent.

6.10.4 The nature of the indemnity provided pursuant to sub-clause

6.10.1 shall include, without limitation, all penalties,

liabilities and damages assessed against the Agent and its

officers and employees, together with all legal costs

incurred by the Agent (calculated on a solicitor/client

basis). The indemnity shall continue in full force and effect

whether or not the Goods have been pillaged, stolen, lost,

damaged or destroyed and shall not be affected in any way

if such pillaging, stealing, loss, damage or destruction has

occurred or been brought about wholly or in part by the

negligence or the alleged negligence or any default,

omission, neglect or default or any breach of duty of

obligation of the Agents, its officers employees.

6.10.5 The Agent may execute all or any of its rights to recover any

amounts owing pursuant to this clause.

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6.11. DELIVERY OF GOODS TO THE AGENT ON BEHALF OF THE

CUSTOMER

6.11.1 Where the Customer may from time to time direct certain

Goods to be delivered to the Agent, the Agent shall accept

delivery of the Goods at its absolute discretion.

6.11.2 Upon receipt of the Goods pursuant to clause 6.11.1 above

the Agent shall notify the Customer that the Goods have

been received by the Agent.

6.11.3 The Agent shall not be responsible for any delay howsoever

caused in relation to receipt and delivery of the Goods.

6.11.4 The Customer shall at all times be solely responsible for the

Goods and for collection of the Goods from the Agent.

6.11.5 The Agent shall be entitled to store the Goods or any part

thereof at the sole risk, cost and liability of the Customer,

6.11.6 The Agent shall be entitled to dispose of the Goods or any

part thereof, by sale or in any manner as the Agent deems

reasonable in the circumstances of any Goods which have

been stored by the Agent for more than fourteen (14) days

and reserves the right to accept any offer which may or may

not amount to the market value of the Goods.

6.11.7 Any and all costs incurred by the Agent in relation to the

Goods shall be paid to the Agent by the Customer upon

written demand.

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6.12. INSURANCES

6.12.1 The Agent’s liability in respect of the Services to the

Customer shall be covered by a liability insurance policy

taken out by the Agent with such insurers and on such terms

and in such amount as may be reasonably regarded as

customary in the indemnity by a provider of such Services.

6.12.2 The Agent shall not provide or take out insurance in respect

of the Goods which is the sole responsibility of the

Customer.

6.13. TERMS OF PAYMENT

6.13.1 Unless otherwise agreed in writing between the Agent and

the Customer, the Customer shall be obliged to pay all

agreed sums due and payable for the Services at the place

and time and in the manner specified in the Agreement and

if none such is specified then:

(a) Estimate Port Disbursement – The Customer shall be

required to pay the Agent the full amount specified in

the Estimate Disbursement Account, into the

Nominated Bank Account, immediately upon demand

by the Agent. The Agent shall not provide the

Services to the Customer unless any and all sums due

are paid by the Customer to the Agent;

(b) Final Port Disbursement – The Customer shall be

required to pay the Agent the full amount specified in

the Final Disbursement Account, into the Nominated

Bank Account, within seven (7) days of receipt of the

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Final Disbursement Account without any suspension,

retention, set-off (statutory or otherwise), deduction,

counterclaim or discount and notwithstanding the

existence of any claim or dispute in respect of the

Services.

(c) Additional Port Disbursement - The Customer shall

be required to pay the Agent the full amount

specified in the Additional Disbursement Account,

into the Nominated Bank Account, immediately upon

demand by the Agent.

6.13.2 The Customer shall always remain fully responsible for

payment of any and all monies due and payable to the

Agent, notwithstanding terms of the Agreement in which the

Agent agrees to collect or make payment of charges, duty,

costs or other monies whatsoever from or to a person other

than the Customer.

6.13.3 In any dispute involving any monies owed to the Agent, the

Agent shall be entitled to all costs of collection, including

reasonable legal fees and interest at 10% per annum or the

highest rate allowed by law, whichever is higher unless a

lower amount is agreed to by the Agent, on the amount

outstanding calculated from the due date until payment is

made in full.

6.13.4 The Agent may take any legal proceedings to recover any

amounts owing pursuant to these Particular Conditions.

6.13.5 The Agent reserves the right to offset any amounts

receivable from the Customer against any amounts payable

to that Customer or any company affiliated with the

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Customer or any Related Body Corporate of the Customer.

This right exists irrespective of the date the liability has

been created or debt incurred with the Agent.

6.13.6 The Agent, its officers, employees, agents, contractors or

sub-contractors shall have a special and general lien on any

assets of the Customer and a right to sell the Assets whether

by public or private sale or auction without notice, for

freight, demurrage, detention charges, duty, fines,

penalties, salvage, average of any kind whatsoever and

without limitation and for any and all debts, charges,

expenses or other sums due and owing by the Customer or

the Customer's principals, servants or agents. In addition,

the lien shall cover the costs and expenses of exercising the

lien of such a sale including reasonable legal fees. The lien

and rights granted by this Paragraph 6.14.6 shall survive

delivery of the Assets and the Agent shall be entitled to

retain the proceeds of sale of the Assets in respect of any

outstanding amounts referred to in this clause.

6.13.7 The Agent sells or otherwise disposes of such Assets

pursuant to Item 6.14.6 as principal and not as agent and is

not the trustee of the power of sale.

6.13.8 The lien created by Item 6.13.6 does not limit or exclude

any other liens which arise by operation of law or pursuant

to any laws.

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6.14. GST

6.14.1 This Paragraph applies if the Agent is or may become liable

to pay GST in relation to any Supply under these terms and

conditions.

6.14.2 Unless otherwise stated, all Charges quoted are inclusive of

the GST imposed under the Goods and Services Tax Act

2014.

6.14.3 The Customer shall be responsible for the payment of any

GST liability in respect of the Supply of Services at Port as

provided by the Agent or by third parties or sub-contractors

which shall be payable at the same time as the GST-

exclusive consideration. Notwithstanding the aforesaid, the

Agent hereby agrees to make payment of any such liability

for and on behalf of the Customer.

6.14.4 The Agent hereby agrees to provide the Customer with a

Tax Invoice to enable the Customer to claim Input Tax

Credit.

6.14.5 If the Customer is entitled to a refund of any GST liability in

respect of the Supply of Services at Port as provided by the

Agent or by third parties or sub-contractors the Agent shall

use all reasonable endeavours to lodge the necessary

documentation at the Malaysian Inland Revenue Board on

behalf of the Customer. Upon receipt of any sums of money

due and payable to the Customer in accordance with this

Paragraph 6.14.5, the Agent shall use all reasonable

endeavours to remit any sums of money to the Customer

within fourteen (14) days of receipt of the money from the

Inland Revenue Board. The Customer shall be responsible for

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any and all bank or other fees which may be payable from

time to time on the remittance of funds to the Customer.

6.14.6 If the Customer defaults in the payment on the due date of

any GST amount payable under this Item 6.15 then without

prejudice to any other remedies of the Agent and upon

demand by the Agent, the Customer shall pay to the Agent

an amount equal to the amount of any damages or interest

or additional GST that may become payable by the Agent

due to the default of the Customer.

6.15. HOW NOTICE IS TO BE SERVED BY THE CUSTOMER ON THE

AGENT

6.15.1 A written notice may be served by the Customer:

(a) personally on the Agent’s authorized Officer

representing the Agent;

(b) by registered post to Agent’s business address or such

other address as the Agent may notify the Customer in

writing;

(c) by facsimile and email to the Agent at such address as

the Agent may notify the Customer in writing.

6.15.2 A notice served in accordance with Item 6.16.1 above is

deemed to have been received by the Agent if:

(a) personally, on the day the notice was handed to a

Director of the Agent;

(b) by registered post, on the day of delivery to the Agent;

or

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(c) by facsimile of email, during business hours when

transmitted or otherwise on the next working day after

transmission.

6.16. HOW NOTICE IS TO BE SERVED BY THE AGENT

6.16.1 The Agent may serve any notice in writing to the Customer

or any other person:

(a) personally;

(b) by post to the Customer or other person's last known

address;

(c) by email to the Customer or other person's last known

email address; or

(d) by facsimile to the Customer or other person's last

known facsimile address.

6.16.2 A notice served in accordance with Item 6.17.1 above is

deemed to be received by the Customer if:

(a) personally, on the day the notice was handed to the

Customer;

(b) by post, on the second business day after posting; or

(c) by email or by facsimile, during business hours when

transmitted or otherwise on the next working day after

transmission.

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6.17. CONFIDENTIALITY

6.17.1 The Agent and the Customer agree to keep confidential and

not to disclose, directly or indirectly, any information

regarding the other party’s business, including without

limitation, information with respect to operations,

procedures, methods, accounting, technical data or existing

or potential customers, or any other information which the

other party has designated as confidential, without the prior

written consent of the other party to the third party except:

(a) if the information was public knowledge at the of

the disclosure;

(b) if the information becomes public knowledge other

than by breach of this clause hereto;

(c) if the information subsequently comes into the

lawful possession of the third party; or

(d) if the disclosure is required pursuant to any laws or

regulations which the disclosing party is subject to.

6.17.2 Notwithstanding clause 6.17.1 above the Agent and the

Customer shall be entitled to disclose the confidential

information to any officer, employee, servant, agent or

contractor or sub-contractor of that party which require

knowledge of the same information. The Agent may further

disclose the confidential information to potential assignees

or transferees.

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6.18. TERMINATION

6.18.1 The Agent shall be entitled to terminate any Agreement

with immediate effect and without liability by giving

written notice to the Customer if:

(a) the Customer commits any material breach of any term

of the Agreement (or in case of a breach capable of

being remedied if the Customer fails, within fourteen

(14) days of the receipt of a request in writing from

the Agent to do so, to remedy the breach); or

(b) the Customer is declared bankrupt, becomes insolvent

or is unable to pay debts as they fall due.

6.18.2 If the Agreement is terminated pursuant to Paragraph 6.18.1

above the Customer shall be liable to the Agent for any

damages suffered by the Agent as a result of the

termination and pay the Agent all fees earned and

recoverable costs incurred in respect of the Services

performed up to the date of the termination together with

any further reasonable costs and/or expenses incurred by

the Agent as a result of the termination

6.18.3 The Customer shall be entitled to terminate any Agreement

with immediate effect and without liability by giving

written notice to the Agent if the Agent is wound up,

becomes insolvent or is unable to pay debts as they fall due

or breaches Paragraph 6.5.1(c) of these Particular

Conditions.

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6.19. FORCE MAJEURE

6.19.1 Neither the Agent or the Customer shall be liable to the

other in damages or have the right to terminate an

Agreement for any failure to perform or delay in

performance of its obligations if and in so far as and for so

long as such performance is delayed or prevented by the

other's acts or omissions, or by circumstances beyond its

reasonable control including but not limited to Government

restrictions, Port Authorities and security restrictions in

Ports, strikes, lock-outs or labour disputes of any kind

(whether relating to its own employees or others), Acts of

God, fire, flood, explosion, natural catastrophe, military

operations, blockade, sabotage, revolution, riot, civil

commotion, insurrection, war or civil war, adverse weather

conditions or prolonged power failure or any events of Force

Majeure as defined in the Common Conditions herein.

6.20. ASSIGNMENT

6.20.1 The Customer may not assign or transfer any or all of these

Conditions without the prior written consent of the Agent

which shall be expressly approved in writing by the Agent

and signed by both the Customer and the Agent.

6.21. SEVERABILITY

6.21.1 In the event any Paragraph(s) and/or portion(s) hereof is

held by a Court to be invalid and/or unenforceable, then in

such event the remainder hereof shall remain in full force

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and effect and shall in no way affect or prejudice the

enforceability of any other term or condition herein.

6.21.2 All the rights, immunities and limitations of liability

contained in these terms and conditions shall continue to

have their full force and effect in all the circumstances

notwithstanding any breach of any Particular Conditions

hereof or any collateral Agreement notwithstanding that the

Services have been provided.

6.22. ALTERATIONS OR VARIATIONS

6.22.1 The Agent may, at any time and from time to time, modify,

alter or vary these Particular Conditions without notice to

the Customer.

6.22.2 No officer, employee, agent, contractor or sub-contractor of

the Agent has the authority to waive, modify or vary these

Particular Conditions unless a Director of the Agent

approves such waiver or variation in writing.

6.22.3 The Agent’s decision to waive any provision herein, either

by conduct of otherwise, shall not be deemed to be a

further or continuing waiver of such provision or to

otherwise waive or invalidate any other provision herein.

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6.23. LAW AND JURISDICTION

6.23.1 These Particular Conditions and any Agreements made

between the Agent with the Customer shall be deemed to

be made in Malaysia in which the Agent is registered and

shall be governed and construed according to the laws of

Malaysia and the Courts of Malaysia shall have exclusive

jurisdiction thereof.

6.23.2 If these Particular Conditions are held to be subject to the

laws of the Malaysia, it shall continue to apply subject to

such laws only to the extent that these Particular Conditions

or any part hereof are inconsistent with or repugnant to

those laws and no further.

6.23.3 Any dispute, controversy or claim arising out of, relating to

or in connection with these Particular Conditions and any

Agreements made between the Agent and the Customer,

including any question regarding its existence, validity or

termination, shall be referred to the Kuala Lumpur Regional

Centre for Arbitration and resolved by arbitration in

accordance with the KLRC Arbitration Rules. The seat of the

arbitration shall be Kuala Lumpur or any state in Malaysia

and the language of the arbitration shall be English.

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APPENDIX ‘7’

PARTICULAR CONDITIONS FOR CUSTOMS BROKERAGE SERVICES

(THE SERVICES)

7. PARTICULAR CONDITIONS OF SERVICES

7.1 These Particular Conditions constitute a legally binding

contract between JPLogistics and the Customer governing

the provision of customs brokerage and related services by

JPLogistics to the Customer. In the event JPLogistics renders

any other services to Customer, these Conditions as set

forth for such other service(s) shall govern those services,

subject to change by JPLogistics, without prior notice. In

addition, the Common Conditions shall also apply. If there is

any conflict between these Particular Conditions and the

Common Conditions, these Particular Conditions shall

prevail.

7.2. Definitions

a. “Customer” shall mean the person for which

JPLogistics is rendering the Services, as well as its

agents and/or representatives, including, but not

limited to, shippers, importers, exporters, carriers,

secured parties, warehousemen, buyers and/or sellers,

shipper’s agents, insurers and underwriters, break-bulk

agents, consignees, etc. It is the responsibility of the

Customer to provide notice and copy (ies) of these

Conditions to all such agents or representatives.

241

b. “Documentation” shall mean all information received

directly or indirectly from Customer, whether in paper

or electronic form.

c. “Ocean Transportation Intermediaries” (“OTI”) shall

include an “ocean freight forwarder” and a “non-

vessel operating carrier.”

d. “Third parties” shall include, but not be limited to,

the following: “carriers, truck men, cart men, lighter

men, forwarders, OTIs, customs brokers, agents,

warehousemen and others which the goods are

entrusted for transportation, cartage, handling and/or

delivery and/or storage or otherwise.”

7.3. JPLOGISTICS AS AGENT

7.3.1 JPLogistics acts as the “agent” of the Customer for the

purpose of performing duties in connection with the entry

and release of Goods, post entry services, the filing of

security documentation on behalf of the Customer and other

dealings with Government Agencies. As to all other services,

JPLogistics acts as a principal or an independent contractor.

Customer agrees that the version of these Particular

Conditions shall apply to the Services provided by

JPLogistics, except to the extent of any written agreement

between JPLogistics and Customer, these Particular

Conditions shall supersede any claimed, alleged or asserted

oral agreement, promise, representation, or understanding

between or among the parties with respect to the customs

brokerage services provided by JPLogistics.

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7.4. LIMITATION OF ACTIONS

7.4.1 Unless subject to a specific statute or international

convention, all claims against JPLogistics for a potential or

actual loss, must be made three (3) Business Days and

confirmed in writing and received by the JPLogistics within

seven (7) Business days of the event giving rise to claim.

Customer’s failure to give the JPLogistics timely notice shall

be a complete defense to any suit or action commenced by

Customer. Claims may not be deducted from charges and no

claim shall be considered until all fees due hereunder have

been paid in full. In the event that JPLogistics pays a claim,

JPLogistics shall be entitled to possession of the portion of

the shipment for which claim was made as salvage, if

applicable. The failure to provide the salvage shall be a bar

to recovery of any claim.

7.4.2 All notice of claims and suits against JPLogistics shall be

given, filed and properly served on JPLogistics in

accordance with Paragraph 34 of the Common Conditions.

7.5. NO LIABILITY FOR THE SELECTION OF SERVICES OF THIRD

PARTIES AND/OR ROUTES

7.5.1 Unless the Services are performed by persons or firms

engaged pursuant to express written Instructions from the

Customer, JPLogistics shall use reasonable care in its

selection of third parties, or in selecting the means, route

and procedure to be followed in the handling,

transportation, clearance and delivery of the shipment.

Advice by the JPLogistics that a particular person or firm

has been selected to render the Services with respect to the

Goods, shall not be construed to mean that JPLogistics

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warrants or represents that such person or firm will render

such Services nor does JPLogistics assume responsibility or

liability for any action(s) and/or inaction(s) of such third

parties and/or its agents, and shall not be liable for any

delay or loss of any kind, which occurs while a shipment is

in the custody or control of a third party or the agent of a

third party. All claims in connection with the act of a third

party shall be brought solely against such party and/or its

agents. In connection with any such claim, JPLogistics shall

reasonably cooperate with the Customer, which shall be

liable for any charges or costs incurred by JPLogistics.

7.6. QUOTATIONS SUBJECT TO JPLOGISTICS’ WRITTEN

AGREEMENT TO UNDERTAKE THE SERVICES

7.6.1 Quotations as to fees, rates of duty, freight charges,

insurance premiums or other charges given by JPLogistics to

the Customer are for informational purposes only and are

subject to change without notice. No quotation shall be

binding upon both JPLogistics and the Customer unless

JPLogistics in writing agrees to undertake the Services with

regard to the shipment at a specific rate or amount set

forth in the quotation and payment arrangements are

agreed to between JPLogistics and the Customer.

7.7. RELIANCE ON INFORMATION FURNISHED

7.7.1 Customer acknowledges that it is required to review all

documents and declarations prepared by JPLogistics and/or

filed by JPLogistics on the Customer’s behalf with the

Malaysian Customs, other Government Agencies and/or third

parties, and will immediately advise JPLogistics of any

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errors, discrepancies, incorrect statements or

classifications, or omissions on any declaration or other

submission filed on the Customer’s behalf.

7.7.2 In preparing and submitting customs entries, export

declarations, applications, security filings, documentation

and/or required data, JPLogistics relies on the correctness

of all documentation, whether in written or electronic

format, and all information furnished by Customer,

including but not limited to tariff classification and

information relating thereto. The Customer shall use

reasonable care to ensure the correctness of all such

documentation and information and shall indemnify and

hold JPLogistics harmless from and against any and all

claims, liability or losses, including but not limited to

solicitors fees, suffered by reason of the Customer’s failure

to disclose documentation or information, or any incorrect,

incomplete or false statement by the Customer or its agent,

representative or contractor upon which the Company

reasonably relied. The Customer agrees that the Customer

has an affirmative non-delegable duty to disclose any and

all documentation and information required to import,

export or enter the Goods.

7.8. DECLARING HIGHER VALUE TO THIRD PARTIES

7.8.1 Third parties to whom the Goods are entrusted may limit

liability for loss or damage. JPLogistics will request excess

valuation coverage only upon specific written Instructions

from the Customer, which must agree to pay any charges

therefore. In the absence of written instructions or the

refusal of the third party to agree to a higher declared

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value, at JPLogistics’ discretion, the Goods may be tendered

to the third party, subject to the terms of the third party’s

limitations of liability and/or terms and conditions of

service.

7.9 INSURANCE

7.9.1 Unless requested to do so in sufficient time prior to

shipment from point of origin, and confirmed to Customer in

writing, JPLogistics is under no obligation to procure

insurance on the Customer’s behalf. JPLogistics does not

undertake or warrant that such insurance can or will be

placed. In the event that Customer requests insurance from

JPLogistics, all insurance placed will be governed by the

certificate or applicable policy issued, and will only be

effective upon acceptance by the insurance company

selected by JPLogistics. In all cases, Customer shall pay all

premiums and costs in connection with procuring requested

insurance. If for any reason the Goods are held in

warehouse, or elsewhere, the goods will not be covered by

insurance, unless the Customer specifically requests such

coverage in writing, and in advance, and JPLogistics

confirms in writing that such coverage has been obtained.

7.10 DISCLAIMERS: LIMITATIONS OF LIABILITY

a. Except as specifically set forth herein, JPLogistics

makes no express or implied warranties in connection

with its Services.

b. Subject to d. below, the Customer agrees that in

connection with any and all Services performed by

JPLogistics, JPLogistics shall only be liable for its

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negligent acts, which are the direct and proximate

cause of injury to the Customer, including loss or

damage to the Customer’s Goods, and JPLogistics shall

in no event be liable for the acts of third parties.

c. In connection with all Services performed by

JPLogistics, the Customer may obtain additional

liability coverage, up to the actual or declared value

of the shipment or transaction, by requesting such

coverage and agreeing to make payment therefore,

which request must be confirmed in writing by

JPLogistics prior to rendering the Services for the

covered transaction(s).

d. In the absence of additional coverage under c. above,

JPLogistics’ liability shall be limited to the following:

i. Where the claim arises from activities other

than those relating to customs business, Ringgit

Malaysia 0ne Hundred thousand (RM100,000)

per Service.

ii. Where the claim arises from activities relating

to “Customs business,” including importer

security filing services or other filings,

activities, shipments, or transaction recorded

(record), liability shall be limited to RM100.00

per transaction or the amount of brokerage

fees paid to JPLogistics.

e. In no event shall JPLogistics be liable or responsible

for:

i. consequential, indirect, incidental, statutory

or punitive damages even if it has been put on

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notice of the possibility of such damages, or

for

ii. the acts of third parties.

7.11. ADVANCING MONEY

7.11.1 All charges must be paid by the Customer in advance unless

JPLogistics agrees in writing to extend credit to the

Customer. The granting of credit to a Customer in

connection with a particular transaction shall not be

considered a waiver of this provision by JPLogistics.

7.12. INDEMNIFICATION/HOLD HARMLESS

7.12.1 The Customer agrees to indemnify, and hold JPLogistics

harmless from any claims and/or liability, fines, penalties

and/or attorneys’ fees (regardless of whether or not

litigation is filed) arising from the importation or

exportation of the Customer’s Goods, any/or any conduct of

the Customer, including but not limited to the inaccuracy of

entry, export or security data supplied by the Customer or

its agent or representative, which violates any applicable

laws, and further agrees to indemnify and hold JPLogistics

harmless against any and all liability, loss, damages, costs,

claims, penalties, fines and/or expenses, including but not

limited to reasonable attorney’s fees (regardless of whether

litigation is filed), which JPLogistics may hereafter incur,

suffer or be required to pay by reason of such claims.

7.13. C.O.D. OR CASH COLLECT SHIPMENTS

7.13.1 JPLogistics shall use reasonable care regarding written

Instructions relating to “Cash/Collect” on “Deliver (C.O.D.)”

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shipments, bank drafts, cashier’s and/or certified checks,

letter(s) of credit and other similar payment documents

and/or Instructions regarding collection of monies but shall

have no liability if the bank or consignee refuses to pay for

the shipment. All payment documents tendered in

satisfaction of C.O.D. shipments will be accepted based

solely on the Customer accepting all risks related thereto,

including without limitation, Customer’s responsibility for

risk of non-payment, insufficient funds, and forgery.

7.14. NO DUTY TO MAINTAIN RECORDS FOR CUSTOMER

7.14.1 The Customer acknowledges that pursuant to the Customs

Act 1967, it has the duty and is solely liable for maintaining

all respective transaction recorded, however, JPLogistics

shall only be obliged to select the record of transaction

relevant to the Services.

7.15. RIGHT TO INSPECT PROPERTY

7.15.1 All shipments are subject to inspection by JPLogistics, who

is not obligated to perform such inspection except as

mandated by law. JPLogistics reserves the right to

unilaterally reject a shipment it deems unfit for transport

after inspection.

7.16. General Lien

7.16.1 JPLogistics shall have a general lien on any and all property

(and documents related thereto) within its care, custody

and control for all charges and expenses advanced by

JPLogistics including any charges due for prior unrelated

shipments, invoices or services performed by JPLogistics,

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who may refuse to surrender possession of the Goods until

all such charges are paid in full. If such amounts remains

unpaid for thirty (30) days after JPLogistics demand for

payment, JPLogistics may sell such property at public

auction or private sale. The proceeds of such sale shall be

applied to the amounts owed. Any surplus shall be paid to

the rightful party and the Customer shall remain responsible

for any deficiency.

7.17. OBTAINING BINDING RULINGS, FILING PROTESTS, ETC

7.17.1 Unless requested by the Customer in writing and agreed to

by JPLogistics in writing, JPLogistics shall be under no

obligation to undertake pre or post release actions,

including, but not limited to, obtaining binding rulings,

advising of liquidations, filing of petition(s) and/or protests,

etc.

7.18. PREPARATION AND ISSUANCE OF BILLS OF LADING

7.18.1 Where JPLogistics prepares and/or issues a bill of lading,

JPLogistics shall be under no obligation to specify thereon

the number of pieces, packages, and/or cartons, etc.,

unless specifically requested to do so in writing by the

Customer or its agent and the Customer agrees to pay for

the same. JPLogistics shall rely upon and use the cargo

weight supplied by the Customer.

7.19. NO MODIFICATION OR AMENDMENT UNLESS WRITTEN

7.19.1 These Particular Conditions may only be modified, altered

or amended in writing signed by both the Customer and

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JPLogistics and any attempt to unilaterally modify, alter or

amend same shall be null and void.

7.20. COMPENSATION TO JPLOGISTICS

7.20.1 The compensation to JPLogistics for its Services shall be

included with and is in addition to the rates and charges of

all carriers and other agencies selected by JPLogistics to

transport and deal with the Goods and such compensation

shall be exclusive of any brokerage, commissions, dividends,

or other revenue received by JPLogistics from carriers,

insurers, and others in connection with the shipment. On

ocean exports, upon request, JPLogistics shall provide a

detailed breakdown of the components of all charges

assessed and a true copy of each pertinent document

relating to these charges. In any referral for collection or

action against the Customer for monies due to JPLogistics,

upon recovery by JPLogistics, the Customer shall pay the

expenses of collection and/or litigation, including

reasonable attorney fees and a late payment fee of two (2)

% per 30 days, or the highest rate permitted by applicable

law.

7.21. FORCE MAJEURE

7.21.1 JPLogistics shall not be liable for losses, damages, delays,

wrongful or missed deliveries or non-performance, in whole

or in part, of its responsibilities under the Agreement,

resulting from circumstances beyond the control of either

Company or its subcontractors, including but not limited to:

(i) acts of God, including flood, earthquake, storm,

hurricane, power failure or other natural disaster;

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(ii) war, hijacking, robbery, theft or terrorist activities;

(iii) incidents or deteriorations to means of

transportation,

(iv) embargoes, breaches of contract or omissions by

Customer, Shipper, Consignee or anyone else who

may have an interest in the shipment

(v) acts by any Government or any agency or subdivision

thereof, including denial or cancellation of any

import/export or other necessary license; or

(vi) strikes, lockouts or other labor conflicts.

7.22. SEVERABILITY - WAIVER

7.22.1 In the event any Paragraphs and/or portion(s) hereof is

found to be invalid and/or unenforceable, then in such

event the remainder hereof shall remain in full force and

effect. JPLogistics’ decisions to waive any provision herein,

either by conduct or otherwise, shall not be deemed to be a

further or continuing waiver of such provision or to

otherwise waive or invalidate any other Paragraph herein.

7.23. GOVERNING LAW

7.23.1 Consent to Jurisdiction and Venue. These Particular

Conditions and the relationship of the parties shall be

construed according to the Malaysian laws, without giving

consideration to principles of conflict of law.

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APPENDIX ‘8’

PARTICULAR CONDITIONS FOR PROVISION OF COURIER SERVICES

8.1. DEFINITIONS

(a) In an Air Waybill issued by JPLogistics, "we," "our," "us," and

"JPLogistics" shall refer to JP Logistics Sdn. Bhd., its

subsidiaries if any, branches, and controlled entities, and

their respective employees, agents, and independent

contractors. "You" and "your" refer to the shipper and its

employees, principals, and agents. If your shipment

originates outside Malaysia, your contract of carriage is with

JPLogistics’ subsidiary, branch, controlled entity, or

independent contractor who originally accepts the shipment

from you. In addition, the Common Conditions shall also

apply. If there is any conflict between these Particular

Conditions and the Common Conditions, these Particular

Conditions shall prevail.

(b) "Package" means any container or envelope that is accepted

by us for delivery, including any such items tendered by you

utilizing our automated systems, meters, manifests, or

waybills.

(c) "Shipment" means all packages which are tendered to and

accepted by us on a single Air Waybill.

(d) “Agreement to Terms” means that by giving us your

shipment, you agree, regardless of whether you sign the

front of this Air Waybill, for yourself or as an agent for and

on behalf of any other person having an interest in this

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shipment, to all terms on this NON-NEGOTIABLE Air Waybill,

and as appropriate to all terms in any JPLogistics’

transportation agreement between you and JPLogistics

covering this shipment, and in any applicable tariff, and..

No one is authorized to alter or modify the terms of our

agreement. This Air Waybill shall be binding on us when the

shipment is accepted;

(e) “Warsaw Convention” means an International civil aviation

agreement that establishes the legal framework for carriage

of passengers, luggage (baggage), and goods (cargo). It

covers conditions of carriage that:

(i) define liability of the carrier in case of loss, damage,

injury or death due to accident on international flights, and

(ii) spell out procedures for claims and restitution,

and lay down out the requirements for format and content

of air transport documents (passenger tickets, luggage

tickets, air consignment notes, etc. Signed in 1929 in

Warsaw (Poland) by 31 states, it has evolved into one of the

most important instruments of private international law

adhered to by 105 signatory nations.

8.2. CUSTOMER’S OBLIGATIONS

8.2.1 The Customer warrants that each article in the shipment is

properly described on this Air Waybill and any export

documents, acceptable for transport by us, and properly

marked, addressed (including postal code), and packed to

ensure safe transportation with ordinary care in handling.

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The Customer is responsible for all charges and possible

surcharges, customs duties and assessments including fees

related to our prepayment of the same, governmental

penalties and fines, taxes, and our lawyers' fees and legal

costs, related to this shipment.

8.3. AIR CARRIAGE NOTICE

8.3.1 If the carriage of the Customer’s shipment by air involves an

ultimate destination or stop in a country other than the

country of departure, the Warsaw Convention and any of its

subsequent amendments and protocols may be applicable

and govern and in most cases limit our liability for loss,

damage, delay, shortage, mis-delivery, non-delivery,

misinformation, or failure to provide information in

connection with your shipment.

8.3.2 In relation to the Services, we shall limit our liability to (RM

5.00 per kilogram, up to a maximum of RM 400.00 per unit

or per package)). There are no stopping places which are

agreed at the time of tender of the shipment, and we

reserve the right to route the shipment in any way we deem

appropriate.

8.4. LIMITATION OF LIABILITY

8.4.1 If not governed by the Warsaw Convention, or any other

international treaties, laws, other governmental

regulations, orders, or requirements, our maximum liability

for loss, damage, delay, shortage, mis-delivery, non-

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delivery, misinformation, or failure to provide information

in connection with your shipment is limited by this Air

Waybill to Ringgit Malaysia Five (RM 5.00) per gross

kilogram)

8.5. DECLARED VALUE LIMITS

8.5.1 The highest declared value we allow for a courier services is

Ringgit Malaysia Four Hundred (RM 400.00) per package or

Ringgit Malaysia Five (RM5.00) per gross kilogram).

8.6. LIABILITIES NOT ASSUMED

8.6.1 We will not be liable for your acts or omissions, including

but not limited to incorrect declaration of cargo; improper

or insufficient packing, securing, marking, or addressing of

the shipment; or for the acts or omissions of the recipient or

anyone else with an interest in the shipment. Also, we will

not be liable if the Customer or the recipient violates any of

these terms and conditions. We will not be liable for loss,

damage, delay, shortage, mis-delivery, non-delivery,

misinformation, or failure to provide information in

connection with shipments of cash, currency, or other

prohibited items.

8.6.2 We will not be liable for loss, damage, delay, shortage, mis-

delivery, non-delivery, misinformation, or failure to provide

information in connection with your shipment caused by

events we cannot control, including but not limited to acts

of God, perils of the air, weather conditions, mechanical

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delays, acts of public enemies, war, strikes, civil

commotions, or acts or omissions of public authorities

(including customs and health officials) with actual or

apparent authority.

8.7. NO WARRANTIES

8.7.1 We make no warranties, express or implied.

8.8. CLAIM FOR LOSS, DAMAGE, OR DELAY

8.8.1 All claims shall be made in writing and within strict time

limits as set out in these Particular Conditions.

8.8.2 The right to damages against us shall be extinguished unless

an action is brought within six (6) months from the date of

delivery of the shipment or from the date on which the

shipment should have been delivered.

8.8.3 Within three (3) Business Days after notification to us of the

claim, it shall be documented by sending to us all relevant

information about it not later than seven (7) Business Days

from the date of the notification. We are not obligated to

act on any claim until all transportation charges have been

paid; the claim amount may not be deducted from those

charges.

8.8.4 If the recipient accepts the shipment without noting any

damage on the delivery record, we will assume the

shipment was delivered in good condition. In order for us to

consider a claim for damage, the contents, original shipping

cartons, and packing must be available to us for inspection.

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8.9. RIGHT TO INSPECT

8.9.1 The Customer’s shipment may, at our option or at the

request of governmental authorities, be opened and

inspected by us or such authorities at any time.

8.10. RESPONSIBILITY FOR PAYMENT

8.10.1 Even if the Customer gives us different payment

Instructions, the Customer shall always be primarily

responsible for all charges, including transportation charges

and possible surcharges, customs and duties assessments

including fees related to our pre-payment of the same,

governmental penalties and fines, taxes, and our lawyers'

fees and legal costs, related to this shipment. You also will

be responsible for any costs we may incur in returning your

shipment to you or warehousing it pending disposition.

8.11. CUSTOMS CLEARANCE

8.11.1 By giving us this shipment, the Customer hereby appoints us

as your agent and as agent for the consignee, solely for

performance of customs clearance and certify us as the

nominal consignee entrusted to designate a customs broker

to perform customs clearance on behalf of the consignee. In

some instances, local authorities may require additional

documentation confirming our appointment. It is the

Customer’s responsibility to provide proper documentation

and confirmation when required.

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8.11.2 The Customer is responsible for and warrant his compliance

with all applicable laws, rules, and regulations, including

but not limited to customs laws; import, export, and re-

export laws; and governmental regulations of any country

to, from, through, or over which your shipment may be

carried. You agree to furnish such information and complete

the relevant documents attached as are necessary to comply

with such laws, rules, and regulations. We assume no

liability to the Customer or any other person for any losses

or expenses due to the Customer’s failure to comply with

this provision.

8.11.3 The Customer is also responsible for all charges, including

transportation charges and possible surcharges, and all

duties and customs assessments including fees related to

our prepayment of the same, governmental penalties and

fines, taxes, and our lawyers' fees and legal costs, related

to this shipment.

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8.12. EXPORT CONTROL

8.12.1 The Customer authorizes JPLogistics to act as the

forwarding agent for the Customer’s export control and

customs purposes. The Customer hereby certifies that all

statements and information and any accompanying

documents relating to exportation are true and correct.

Furthermore, the Customer understands that civil and

criminal penalties, including forfeiture and sale, may be

imposed for making false or fraudulent statements; for

violation of any Malaysian laws on exportation, including but

not limited to the Customs Act 1967 or for the violation of

export laws of other countries.

8.13. LETTER OF INSTRUCTION

8.13.1 If the Customer does not complete all the documents

required for carriage or if the documents he submits are not

appropriate for the Services or destination requested, the

Customer hereby instructs us, where permitted by law, to

complete, correct, or replace the documents for the

Customer, or for the consignee, at the Customer’s expense.

However, we are not obligated to do so. If a substitute form

of air waybill is needed to complete delivery of the

Customer’s shipment and we complete that document, the

terms of this Air Waybill will continue to govern. We are not

liable to the Customer or any other person for our actions

on the Customer’s behalf under this provision.

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8.14. ITEMS NOT ACCEPTABLE FOR TRANSPORTATION

8.14.1 We do not accept transportation of money (including but

not limited to coins or negotiable instruments equivalent to

cash such as endorsed stocks and bonds). WE EXCLUDE ALL

LIABILITY FOR SHIPMENTS OF SUCH ITEMS ACCEPTED BY

MISTAKE. Other items may be accepted for carriage only to

limited destinations or under restricted conditions. We

reserve the right to reject packages based upon these

limitations or for reasons of safety or security.

8.14.2 Mandatory Law Insofar as any provision contained or

referred to in this Air Waybill or the relevant documents

may be contrary to any applicable international treaties,

laws, governmental regulations, orders, or requirements,

such provision shall remain in effect as part of our

agreement to the extent that it is not overridden. The

invalidity or unenforceability of any provision shall not

affect any other provision contained or referred to in this

Air Waybill and the relevant documents.

8.14.3 Unless otherwise indicated, the sender's address indicated

on the face of these Particular Conditions which is the place

of execution and the place of departure, and the recipient's

address listed on the face, is the place of destination.

Unless otherwise indicated, the first carrier of this shipment

is JPLogistics at its business address advised to the

Customer.

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APPENDIX ‘9’

PARTICULAR CONDITIONS FOR BUNKERING SERVICES

9. GENERAL INTRODUCTION

9.1 These are Particular Conditions upon which JPLogistics sells

its Bunkers. The Common Conditions shall also apply. If

there is any conflict between these Particular Conditions

and the Common Conditions, these Particular Conditions

shall prevail.

9.1.1 These Particular Conditions apply to all offers, quotations,

orders, agreements, services and all subsequent contracts of

whatever nature, except where otherwise expressly agreed

in writing by JPLogistics.

9.1.2 General trading conditions of another party will not apply,

unless expressly accepted in writing by JPLogistics.

9.1.3 If for any reason whatsoever, one or more of the items or

sub-items of these Particular Conditions are invalid, the

other Paragraphs and sub-Paragraphs hereof shall remain

valid and be binding upon the parties.

9.2. DEFINITIONS

9.2.1 Throughout this document the following definitions shall

apply:

(a) "Buyer" means the vessel supplied and jointly and

severally her Master, Owners, Managers/Operators,

Disponent Owners, Time Charterers, Bareboat

Charterers and Charterers or any party requesting

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offers or quotations for or ordering Bunkers and/or

Services and any party on whose behalf the said offers,

quotations, orders and subsequent agreements or

contracts have been made;

(b) "Bunkers" means the commercial grades of bunker

oils as generally offered to the Seller's customers for

similar use at the time and place of delivery and/or

services connected thereto, and also include marine

oil of any kind which may include petroleum and

diesel, oil in skid tanks and oil transferred via pipes or

barges to be pumped into waiting lorry tankers or any

other modes of transport.

(c) “Disponent Owner” means a person or company which

has commercial control over a vessel's operation

without owning the ship as in a bareboat charter.

(d) "Seller" means JPLogistics; any office, branch office,

affiliate or associate of JPLogistics;

(e) "Vessel" means the Vessel, Ship, Barge or Off-Shore

Unit that receives the supply/bunkers; either as end-

user or as transfer unit to a third party.

9.3. OFFERS, QUOTATIONS AND PRICES

9.3.1 An Agreement shall only be binding on the Seller upon

written confirmation from the Seller thereof.

9.3.2 Agreements entered into by brokers or any other

representative on behalf of the Seller shall only bind the

Seller upon written confirmation from the Seller.

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9.3.3 The Seller's offer is based on the applicable taxes, duties,

costs, charges and price level of components for Bunkers

existing at the time of the conclusion of the agreement (the

time of Seller's confirmation). Any later or additional tax,

assessment, duty or other charge of whatever nature and

however named, or any increase of components for Bunkers

or any additional costs borne by the Seller whatsoever

caused by any change in the Seller's contemplated source of

supply or otherwise, coming into existence after the

agreement has been concluded, shall be added to the

agreed purchase price, provided that the Seller shall give

the Buyer prior notice of this effect within a reasonable

time after the Seller becomes aware of the relevant

circumstances.

9.3.4 All prices and/or tariffs are exclusive of GST, unless

specifically stated otherwise.

9.3.5 If the party requesting Bunkers is not the Owner of the

Vessel, the Seller shall have the right to insist as a

precondition of sale that a payment guarantee is provided

by the Owner. The Seller shall have the right to cancel any

agreement with the Buyer at any time, if such payment

guarantee is not received upon request thereof from the

Seller to the Owner.

9.4. SPECIFICATIONS (QUALITY - QUANTITY)

9.4.1 The Buyer shall have the sole responsibility for the

nomination of the quality and the quantity of the Bunkers,

which shall correspond to the written confirmation from the

Seller.

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9.4.2 The quality and quantity shall be as agreed between the

Seller and the Buyer and correspond to the Seller's written

confirmation.

9.4.3 Where standard specifications are being given or referred

to, tolerances of 15% (fifteen percent) in quality are to be

accepted without compensation or other consequences

whatsoever.

9.4.4 In respect of the quantity agreed upon, the Seller shall be at

liberty to provide, and the Buyer shall accept a variation of

15% (fifteen percent) from the agreed quantity, with no

other consequence than a similar variation to the

corresponding invoice from the Seller.

9.5. MEASUREMENTS

9.5.1 The quantities of Bunkers shall be determined from the

official gauge or meter of the bunkering barge or tank

delivery or of the shore tank in case of delivery ex-wharf.

9.5.2 The Buyer’s personnel in charge or his representative shall

together with the Seller's representative measure and verify

the quantities of Bunkers delivered from the tank(s) from

which the delivery is made.

9.5.3 Should the Buyer’s personnel in charge or his representative

fail or decline to verify the quantities, the measurements of

quantities made by the Seller shall be final, conclusive and

binding and the Buyer shall be deemed to have waived any

and all claims in regard to the variance.

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9.6. SAMPLING

9.6.1 JPLogistics is not obliged to provide any sampling of

bunkers. Sampling shall only be provided if the Buyer

requests in advance prior to the bunkering activities when

the sample is available.

9.7. DELIVERY

9.7.1 The time of delivery, as given by the Seller, has been given

as an approximate time, unless it has been otherwise

specifically agreed in writing between the parties.

9.7.2 The time of delivery will only be binding upon the Seller

when all information necessary for the Seller to comply with

its obligations hereunder, have been properly delivered to

the Seller in reasonable time before the delivery.

9.7.3 In any case the Buyer, unless otherwise agreed in writing,

must give not less than 72 (seventy two) hours approximate

notice of delivery, which is to be followed by 48 (fourty

eight) hours and 24 (twenty four) hour notice, where the

last notice must specify the exact place of delivery. The

notices of delivery must be given to Seller and/or the

Seller's representatives/agents.

9.7.4 The Seller shall be entitled to deliver the Bunkers in special

part deliveries, in which case each part delivery shall be

construed as a separate delivery.

9.7.5 The Seller shall not be required to deliver any Bunkers for

export, if any government permit required has not been

obtained in due time before the delivery.

9.7.6 If the Seller at any time for any reason believes that there

may be a shortage of supply at any place and that it as a

result thereof may be unable to meet the demands of all its

customers, the Seller may allocate its availability and

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anticipated supply among its customers in such a manner as

it may determine most reasonable in its sole discretion.

9.7.7 The Vessel in question shall be bunkered as promptly as the

circumstances permit. The Seller shall not be liable for any

demurrage paid or incurred by the Buyer or for any loss,

damage or delay of the Vessel of any nature whatsoever due

to congestion at the loading terminal, prior commitments of

available barges or tank trucks or any other reason.

9.7.8 The Buyer shall ensure that the Vessel provides a free, safe

and always afloat and accessible side for the delivery of

Bunkers and that all necessary assistance as required by the

Seller or the Seller's representative is rendered in

connection with the delivery.

9.7.9 The receiving Vessel shall moor, unmoor, hoist bunkering

hose(s) from the barge(s) respectively lower hose(s)

whenever required by the Seller or the Seller's

representative, free of expenses, and in any way requested

to assist barge equipment to a smooth supply. The Buyer

shall make and be responsible for all connections and

disconnections between the delivery hose(s) and the Vessel's

bunker intake manifold/pipe and ensure that the hose(s) are

properly secured to the Vessel's manifold prior to

commencement of delivery.

9.7.10 During bunkering the Vessel's scrubbers must be safely

blocked, which blocking must be made by the Vessel's own

crew. Furthermore the Vessel must ensure that all pipes and

manifolds and receiving tanks are completely checked and

being ready to receive the bunkers, including but not

limited to ensuring proper opening/closing of relevant

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valves, without any risk for spillages, etc, during the

bunkering.

9.7.11 Local as well as further special requirements for receiving

bunkers must be followed strictly by the receiving Vessel,

whether advised or not by the Seller or the Seller's

representative, as it is always the Vessel and the Buyer who

remain solely responsible for the awareness of such

eventual additional requirements for safety reasons.

9.7.12 In the case that the Buyer's Vessel is not able to receive the

delivery promptly, the Buyer shall pay reasonable

demurrage claim to the barging/supplying facilities.

9.7.13 Delivery shall be deemed completed and all risks, including

loss damage, deterioration, depreciation, evaporation, or

shrinkage as to the Bunkers delivered shall pass to the Buyer

from the time the Bunkers reach the flange connecting pipe

lines/delivery hoses provided by the Seller.

9.7.14 If the Buyer for whatever reason is unable to receive the full

quantity ordered and rendered, the Seller shall have the

right to invoice the Buyer for the loss incurred by having to

transport the Bunkers back to the storage or by having to

sell the bunkers in a degraded form at a lower price than

that applicable to the grade originally nominated by the

Buyer. The Seller may use this right without prejudice to

the Seller's other rights for damages or otherwise pursuant

to these terms.

9.7.15 If possible, the Vessel shall provide segregated tankage to

receive the contracted quantity of bunkers; and the Vessel

shall always be able to perform own blending on board.

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9.7.16 If delivery is required outside normal business hours or on

local weekends, Saturday, Sunday or gazette public holidays

the extra expenses incidental to such delivery shall be

reimbursed by the Buyer as additional costs.

9.8. PAYMENT

9.8.1 Payment shall be made by the Buyer as directed by the

Seller within the period agreed in writing. In all instances,

no sale or the release of marine bunkers shall be made by

the Seller unless payment is made in advance by the Buyer

prior to the sale.

9.8.2 Payment shall be made in full, without set-off,

counterclaim, deduction and/or discount free of bank

charges to the bank account indicated by the Seller on the

respective invoice(s).

9.8.3 Payment shall be deemed to have been made on the date of

which the Seller has received the full payment and such is

available to the Seller. If payment falls due on a non-

Business day, the payment shall be made on or before the

Business day nearest to the due date. If the preceding and

the succeeding business days are equally near to the due

date, then payment shall be made on or before the

preceding Business day.

9.8.4 Any delay in payment shall entitle the Seller to interest at,

presently, the rate of two (2) per cent per thirty (30) days

or any part thereof without prejudice to any rights or

remedies available to the Seller, and furthermore the Seller

is entitled to charge an administrational penalty fee of RM

5.00 per metric ton supplied, or the equality thereof in local

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currency, with minimum penalty fee of RM 1000.00 per

consignment.

9.8.5 Payments made by the Buyer shall at all times be credited

in the following order: (1) costs, (2) interest and

administrational fee, and (3) invoices in their order of age,

also if not yet due.

9.8.6 All costs borne by the Seller in connection with the

collection of overdue payments, whether made in or out of

court and in general all costs in connection with breach of

this agreement by the Buyer, shall be for the sole account

of the Buyer.

9.8.7 Until full payment of any amount due to the Seller has been

made, the Buyer shall not be entitled to use the Bunkers,

nor mix, blend, sell, encumber, pledge, alienate, or

surrender the Bunkers to any third party or other Vessel.

9.8.8 In case of breach hereof by the Buyer, the Seller is entitled

to take back the Bunkers without prior juridical

intervention, without prejudice to all other rights or

remedies available to the Seller.

9.8.9 In the event that the Bunkers have been mixed with other

bunkers onboard the Vessel, the Seller shall have the right

of lien to such part of the mixed Bunkers as corresponds to

the quantity or net value of Bunkers delivered.

9.8.10 In case the Bunkers, in part or full, are no longer present or

can no longer be identified or distinct from other bunkers,

the Seller has the right to attach the Vessel and/or sister

ship and/or any other assets of the Buyer (or the Owner of

the Vessel), as referred to in Paragraph 9.3 on Offer,

Quotations and Prices) wherever situated in the world

without prior notice.

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9.8.11 All of the Particular Conditions as herein specified shall

apply for the transfer of Bunkers:

(a) from Bunker tank installations onshore to vessels; or

(b) from one vessel to another vessel; or

(c) from pipes on shore to a vessel; or

(d) from vessel or tanker lorries to tank installations or to

any mobile tanks onshore; or

(e) from any other mode of transfer as may be requested

by the Customer.

9.9. CLAIMS

9.9.1 Any claim in regard to the quantity and quality delivered

must be notified by the Buyer or the Master of the Vessel or

the Customer’s authorized representative to the Seller or its

representative immediately not later than six (6) hours after

completion of delivery in the form of a statement of a letter

of protest. If the Buyer fails to present such immediate

notice of protest to the Seller such claim or compensation

of whatever nature shall be deemed to have been waived

and shall be barred for any later time.

9.9.2 Compensation of whatever nature shall be deemed to have

been waived and barred for all times.

9.9.3 The Buyer shall be obliged to make payment in full and fulfil

all other obligations in accordance with the Particular

Conditions hereof, whether or not they have any claims or

complaints.

9.9.4 In any case, claims of the Buyer shall be time barred unless

legal proceedings have been initiated before the competent

court as set forth in Item Paragraph on LAW AND

JURISDICTION hereof within six (6) months after the date of

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delivery or the date that delivery should have commenced

pursuant to the written confirmation from the Seller.

9.10. LIABILITY

9.10.1 The Seller shall not be liable for damages of whatever

nature, including physical injury, nor for delay of delivery of

Bunkers or services, no matter whether such damages or

delay has been caused by fault or negligence on the part of

the Seller.

9.10.2 Liabilities of the Seller for consequential damages is

excluded. In any event and notwithstanding anything to the

contrary herein, liability of the Seller shall under no

circumstances exceed the invoice value of the Bunkers

supplied under the relevant agreement to the relevant

Vessel.

9.10.3 The Buyer shall be liable towards the Seller and herewith

undertakes to indemnify the Seller for any and all damages

and/or costs suffered or otherwise incurred by the Seller

due to a breach of contract and/or fault or neglect of the

Buyers, its agents, Servants, (sub) contractors,

representatives, employees and the officers, crews and/or

other people whether or not onboard of the respective

vessel(s). The Buyer furthermore undertakes to hold the

Seller harmless in case of any third party institutes a claim

of whatever kind against the Seller with direct or indirect

relation to any agreement regulated by these terms and

conditions. Third party shall mean any other (physical or

legal) person/company other than the Buyer.

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9.10.4 No servant or agent of the Seller (including independent

(sub) contractors from time to time employed by the Seller)

shall be liable to the Buyer for loss, damage or delay, while

acting in the course of or in connection with its employment

and/or agency for the Seller. Without prejudice to the

above every exemption, limitation, condition and liberty

herein contained, and every right, exemption from liability,

defense or immunity of whatever nature applicable to the

Seller or to which it is entitled hereunder shall also be

available and shall extend to protect every such servant,

representative or agent of the Seller acting as aforesaid.

9.11. FORCE MAJEURE

9.11.1 The Seller or the Seller's supplier shall not be liable for any

loss, damage or demurrage due to any delay or failure in

performance (a) because of compliance with any order or

request of any government authority, or person purporting

to act therefore, or (b) when supply of the Bunkers or any

facility of production, manufacture, storage, transportation,

distribution or delivery contemplated by the Seller's supplier

is interrupted, unavailable or inadequate for any cause

whatsoever is not within the immediate control of the Seller

or the Seller's supplier, including (without limitation) if such

is caused by labor disputes, strikes, governmental

intervention, wars, civil commotion, fire flood, earthquake,

accident, storm, swell, ice, adverse weather or any act of

God. The Seller or the Seller's supplier shall not be required

to remove any such cause or replace any effected source or

supply or facility if doing so shall involve additional expense

or a deviation from the Seller's or the Seller's supplier's

normal practices. The Seller, or the Seller's supplier shall

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not be required to make any deliveries omitted in

accordance with this clause at any later time.

9.11.2 If the Buyer exercises reasonable diligence, the Buyer shall

not be liable for failure to receive any particular delivery if

prevented therefrom by force majeure. The Buyer shall

indemnify the Seller or the Seller's supplier for any damage

caused by the Buyer, the Buyer's agent or employees in

connection with deliveries hereunder.

9.11.3 In the event that the Seller, as a result of force majeure,

can only deliver a superior grade of bunkers, the Seller is

entitled to offer the said grade, and the Buyer must accept

delivery thereof and pay the applicable price.

9.12. BREACH/CANCELLATION

9.12.1 The Seller shall have the option to immediately cancel the

agreement in full or in part, or to store or produce the

storage of the Bunkers in whole or in part for the account

and risk of the Buyer and to charge the Buyer the expenses

thereby incurred, or to hold the Buyer fully to the

agreement, or take any other measures which the Seller

deems appropriate, without prejudice to its rights of

indemnification, without any liability on the side of the

Seller, in any (but not limited to) one of the following cases:

a) when the Buyer, for whatever reason, fails to accept

the Bunkers in part or in full at the place and time

designated for delivery;

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b) when the Buyer fails in part or in full to comply with

its obligations to pay any amount due to the Seller

and/or provide security as set out herein;

c) when, before the date of delivery, it is apparent in

the opinion of the Seller that the financial position of

the Buyer entails a risk for the Seller;

d) when, in case of force majeure, the Seller is of the

opinion that the execution of the agreement shall be

cancelled.

9.12.2 The Seller may terminate any agreement with the Buyer in

whole or in part, in its full discretion, upon the breach of

any provisions hereof by the Buyer.

9.13. SPILLAGE, ENVIRONMENTAL PROTECTION

9.13.1 If a spill occurs while the Bunkers are being delivered, the

Buyer shall promptly take such action as is necessary to

remove the spilled Bunkers and mitigate the effects of such

spill. Without prejudice to the generality of the foregoing

the Seller is hereby authorized in its full discretion at the

expense of the Buyer to take such measures and incur such

expenses (whether by employing its own resources or by

contraction with others) as are necessary in the judgment of

the Seller to remove the spilled Bunkers and mitigate the

effects of such spill. The Buyer shall cooperate and render

such assistance as is required by the Seller in the course of

the action. All expenses, claims, costs, losses, damages,

liability and penalties arising from spills shall be borne by

the party that caused the spill by a negligent act or

omission. If both parties have acted negligently, all

275

expenses, claims, losses, damages, liability and penalties,

shall be divided between the parties in accordance with the

respective degree of negligence. The burden of proof to

show the Seller's negligence shall be on the Buyer. The

Buyer shall give the Seller all documents and other

information concerning any spill or any programed for the

prevention thereof, that are required by the Seller, or are

required by law or regulation applicable at the time and

place of delivery.

9.14. LAW AND JURISDICTION

9.14.1 These Particular Conditions shall be governed and construed

in accordance with the laws of Malaysia.

9.14.2 All disputes arising in connection with these Particular

Conditions or any agreement relating hereto, save where

the Seller decides otherwise in its sole discretion, shall be

finally settled by arbitration in in accordance with the

Arbitration Act 2005 (Revised 2011) as may be amended

from time to time.

9.14.3 For the sole benefit of the Seller it is further agreed that

the Seller without prejudice to any rights hereunder of the

Seller or any claim raised pursuant to Paragraph 9.14.3 on

LAW AND JURISDICTION, have the right to proceed against

the Buyer, any third party or the Vessel in such jurisdiction

as the Seller in its sole discretion sees fit inter alia for the

purpose of securing payment of any amount due to the

Seller from the Buyer or the Owner (pursuant to a payment

guarantee). In such circumstances the proceedings shall be

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governed by the law (substantive and procedural) of such

jurisdiction.

9.15. VALIDITY

9.15.1 These Particular Conditions shall be valid and binding for all

offers, quotations, prices and deliveries made by

JPLogistics.

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APPENDIX ‘10’

PARTICULAR CONDITIONS FOR INTERNATIONAL AIR

FREIGHT SERVICES

10.1. All transactions between JPLogistics ("the Company") and

the person/s or body corporate ("the Customer") who

utilize/s the Services provided by the Company for air

freight services , are subject to the Particular Conditions

set out herein. If there is any conflict between these

Particular Conditions and the Common Conditions, the

Particular Conditions shall prevail.

10.1.1 INTRODUCTION

(i) All and any business undertaken, including any

advice, information or service provided whether

gratuitously or not is transacted subject to these

Particular Conditions as hereinafter set out or the

Common Conditions as may be applicable, and each

Condition shall be deemed to be incorporated in and to

be a Condition of any agreement between the

Company and the Customer. No person on behalf of the

Company is authorized to alter or vary these Particular

Conditions other than an authorized representative of

the Company.

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(ii) If any legislation is compulsorily applicable to any

business undertaken, these Particular Conditions shall

as regards such business be read as subject to such

legislation and nothing in these Particular Conditions

shall be construed as a surrender by the Company of its

rights or immunities or as an increase of any of its

responsibilities or liabilities under such legislation and

if any part of these Particular Conditions be repugnant

to such legislation to any extent such part shall as

regards such business be void to that extent but no

further.

(iii) The Customer is deemed to be aware that its relations

with the contracting aircraft carriers are subject to

recognized international conventions and legislations

applicable thereof and that JP Logistic is not a

common carrier and it only deals with the Goods

subject to these Particular Conditions.

10.2. CUSTOMER’S WARRANTY, HIMALAYA CLAUSE ETC

(i) The Customer entering into transactions of any

kind with the Company expressly warrants that it is

either the owner or the authorized agent of the

owner of any Goods to which the transaction relates

and further warrants that it is authorized to accept

and is accepting these Particular Conditions not only

for itself but also as agent for and on behalf of all

other persons who are or may thereafter become

interested in the Goods.

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(ii) Every servant, agent and sub- contractor of the

Company shall have the benefit of all provisions

herein. The Customer undertakes that no claim will

be made against the servant, agent or sub-contractor

of the Company and shall indemnify the Company

should such claim be made.

(iii) Any Instructions or business accepted by the Company

may in the absolute discretion of JP Logistic be

fulfilled by the Company itself or by its own servants

performing part of all of the relevant services or by

the Company employing or instructing or entrusting

the Goods to others on such conditions as such others

may be stipulated to perform part of all of the

Services, but entirely without prejudice to the rights

powers or immunities which the Company enjoys

under these Conditions.

(iv) Subject to express instructions in writing given by

the Customer the Company reserves to itself absolute

discretion as to the means route and procedure to be

followed in the handling storage and transportation

of Goods. Further if in the opinion of the Company it

is at any stage necessary or desirable in the

Customer's interests to depart from those

instructions the Company shall be at liberty to do so.

The Goods may be so conveyed or their conveyance

so arranged for separately if and when the Company

in their discretion think fit as part of a larger

package or consignment.

(v) Pending forwarding or delivery, Goods may be

warehoused or otherwise held at any place or places

280

at the sole discretion of the Company and the cost

thereof shall be for the account of the Customer.

(vi) Except where the Company is instructed in writing to

pack the Goods the Customer warrants that all Goods

have been properly and sufficiently packed and/or

prepared.

(vii) The Company shall be entitled to:

(i) Retain and be paid all brokerages,

commissions, allowances, other

remunerations and may at any time require

prepayment of or on account of their

expenses.

(ii) Impose a late payment charge at the rate of

two (2) % per month from the date the

amounts are due until date of full realization.

10.3. QUOTATIONS

i) Quotations are given on the basis of immediate

acceptance and are subject to withdrawals or

revisions. Further unless otherwise agreed in writing

the Company shall be after acceptance at liberty to

revise quotations or charges with or without notice in

the event of changes occurring in currency exchange

rates, rates of freight, insurance premiums or any

charges applicable to the Goods.

ii) If the Goods be stopped in transit refused or delivery

not taken the cost of any additional carriage, cartage,

storage and or any other consequential service will be

charged to and forthwith payable by the Customer.

iii) Unless a special agreement is made as to the rate of

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carriage, the Company's charging mechanism shall be

by density weight or measurement i.e. chargeable

weight whichever is higher.

10.4. CUSTOMER’S WARRANTY AND COMPANY’S REQUEST FOR

PROOF

i) The Customer shall be deemed to be bound by and to

warrant the accuracy of all descriptions, values and

other particulars furnished to the Company for

customs, airlines Consular and other purposes and all

declaration by the agent on any documentation is

deemed to be on the instruction of and have been

approved by the Customer prior to clearance or

departure of every shipment. The Customer

undertakes to indemnify the Company against all

losses, damages, expenses and fines whatsoever

arising from any inaccuracy or omission, even if such

inaccuracy or omission is not due to any negligence.

ii) The Company may at any time require proof of the

nature condition quantity weight or value of Goods

notwithstanding prior declaration by the Customer.

10.5. DUTIES, TAXES ETC

10.5.1 The Customer shall be liable for any duties, taxes, deposits

or outlays of any kind levied by the authorities at any port

or place for on in connection with the Goods and for any

payments, expenses, loss or damage whatsoever incurred

or sustained by the Company in connection therewith.

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10.5.2 When Goods are accepted or dealt with upon Instructions

to collect freight, duties charges or other expenses from

the consignee or any other person, the Customer shall

remain responsible for the same if they are not paid by

such consignee or other person immediately when due.

10.6. INSURANCE

10.6.1 The Customer shall insure/ maintain a valid insurance

cover for the Goods from the original point of pick up to

the final point of delivery at its cost and shall

waive/cause to waive the right of subrogation against the

Company. No insurance will be effected except upon

express instructions given in writing by the Customer. All

insurances effected by the Company are subject to the

usual exceptions and conditions of the policies of the

insurance Company or underwriters taking the risk and

the Company shall not be under any obligation to effect a

separate insurance on each consignment but may declare

it on any open or general policy. Should the insurers

dispute their liability for any reason the insured shall have

recourse against the insurers only and the Company shall

not be under any responsibility or liability whatsoever in

relation thereto notwithstanding that the premium upon

the policy may not be at the same rate as that charged by

the Company or paid to the Company by its Customer.

10.7. FORCE MAJEURE AND LIABILITY

10.7.1 The Company shall not be liable to the Customer for any

loss damage or delay due to Force Majeure including but

not limited to Acts of God, hijack, strikes, lockouts, riots,

283

civil commotion, acts of war, general chaos, inclement

weather, landslides/slips, earthquakes or any other

circumstances of whatsoever nature beyond the control of

the Company which include delay or misconnection arising

from carrier, its agent/s or Company’s subcontractors.

10.7.2 The Company shall only be responsible for any loss of or

damage to Goods or for any delay, non-delivery, or mis-

delivery if it is proven that the loss damage, delay, non-

delivery, or mis-delivery occurred whilst the Goods were

in the actual custody of the Company and under its actual

control and that such loss, damage, delay, non-delivery

or mis-delivery was due to the willful neglect or default

of the Company or its own servants. The Company’s

responsibility begins from the time of receipt of the

Goods in the contracted condition and state and

terminates at the time of delivery to other carrier/s,

agent/s or the consignee.

Further and without prejudice to the generality of the

preceding sub-condition i) or otherwise, the Company

shall not be under any liability whatsoever for any

consequential loss arising out of loss or damage to Goods

or delay or non-delivery or mis-delivery howsoever

caused.

10.7.3. In no case whatsoever shall any liability of the Company

howsoever arising and notwithstanding any lack of

explanation, exceed the value of the relevant Goods or a

sum at the rate of Ringgit Malaysia Five (RM5.00) per

kilogram on the gross weight of the Goods whichever is the

284

less, subject to a maximum of liability of not more than

Ringgit Malaysia One Hundred Thousand (RM100,000) per

shipment.

10.8. NOTICE AND TIME BAR

10.8.1 In any event the Company shall be discharged from all

liability unless:

a) for damage, loss or mis-delivery (however caused),

the notice of claim be received within three (3)

Business Days from the date of loss or mis-delivery

and confirmed in writing by the Company within

seven (7) Business Days of the date of delivery or

the date the Goods ought to have been delivered

b) Legal suit is brought in the proper forum and

written notice is received by the Company within

six (6) months from the date specified in (a)

above.

c) In any instance stipulated under (a) or (b) provided

all freight and other charges related to the Goods

have been fully settled by the Customer to the

Company.

10.9 NO OBLIGATION FOR COMPANY TO DECLARE

a) The Company shall not be obliged to make any

declaration for the purpose of any statute or

convention or contract as to the nature or value of

285

any Goods or as to any special interest in delivery,

unless expressly instructed in delivery by the

Customer in writing.

b) Where there is a choice of rates according to

the extent or degree of the liability assumed by

carriers, the Goods will be forwarded at the

Customer's risk and no declaration of value (where

optional) will be made, unless express instructions

in writing to the contrary have previously been given

by the Customer.

10.10. PERISHABLE GOODS

10.10.1 Perishable Goods which are not taken up immediately

upon arrival or which are insufficiently addressed or

marked or otherwise not readily identifiable, may be sold

or otherwise disposed of without any notice to the

Customer and payment or tender of the net proceeds of

any sale after deduction of charges and expenses shall be

equivalent to delivery of the Goods provided always that

the Company shall not be liable in the event the Goods are

not sold or saleable.

286

10.11. GOODS WHICH CANNOT BE DELIVERED

10.11.1 The Company shall be entitled to sell or dispose of any

non-perishable Goods or general cargo which in the

opinion of the Company cannot be delivered either

because they are insufficiently or incorrectly addressed or

because they are not collected or accepted by the

Consignee or any other reason including Goods held in lien

for non-payment upon giving seven (7) Business Days’

notice in writing to the Customer. All charges and

expenses arising in connection with the storage, sale or

disposal of the Goods shall be paid by the Customer.

10.12. NOXIOUS OR DANGEROUS GOODS ETC

i) Except under special arrangement previously

made in writing the Company will not accept or

deal with any noxious, dangerous, hazardous or

inflammable or explosive Goods or any Goods

likely to cause damage. Should the Customer

nevertheless deliver any such Goods to the

Company or cause the Company to handle or deal

with any such Goods otherwise than under special

arrangements previously made in writing, the

Customer shall be liable for all loss or damage

whatsoever caused by or to or in connection with

the Goods however arising and shall indemnify the

Company against any penalties, claims, damages,

costs and expenses whatsoever arising, in

connection therewith and the Goods may be

destroyed or otherwise dealt with at the sole

discretion of the Company or any other person in

287

whose custody they may be at the relevant time if

such Goods are accepted under arrangements

previously made in writing they may nevertheless

be so destroyed or otherwise dealt with to avoid

risk to other Goods property, life or health. The

expression Goods likely to cause damage includes

Goods likely to harbor or encourage vermin or

other pests.

ii) Dangerous goods accepted by the Company must

be accompanied by full written declaration of

their nature and contents and properly and

securely packed for the transit, the invoice

indicating the value of the Goods, the packing list

and the material safety data sheet (“MSDS”). The

Company gives no guarantee that any carriage

owner will accept or deliver such Goods.

iii) The Company shall not be liable for any act of

abandoning unloading, destroying or otherwise

dealing with the Goods in the opinion of the

Company is necessary or advisable for the safety

or security of any person or property.

10.13. GOODS UNDER SPECIAL ARRANGEMENTS

10.13.1 Except under special arrangements previously made in

writing the Company will not accept or deal with

currencies, coins, precious stones, jewelry valuables,

antiques, pictures, livestock or plants. Should any

Customer nevertheless deliver any such Goods to the

Company or cause the Company to handle or deal with

the Goods, the Company shall be under no liability

288

whatsoever for or in connection with the Goods however

damaged or lost.

10.14. PAYMENT NOT TO BE WITHHELD

10.14.1 All sums shall be paid to the Company in cash (by direct

bank transfer or deposited into Company's bank account)

or as determined by the Company be it under Account

Payee cheque or any other mode immediately when due

without deduction and payment shall not be withheld or

deferred on account of any claim, counterclaim or set-

off.

10.15. LIEN

10.15.1 All Goods (and documents relating to Goods) shall be

subject to a particular and general lien, and gives right

of detention to the Company for monies due either in

respect of such Goods or for any particular or general

balance or other monies due to the Company from the

Customer or its subsidiary, or member of Customer's

group or the sender, consignee or owner. If any monies

due to the Company are not paid within thirty (30) days

after notice has been given to the person from whom the

monies are due, then such Goods shall be detained and

subsequently sold and or disposed of or otherwise at the

sole discretion of the Company and at the expense of the

Customer, and the proceeds shall be applied in or

towards satisfaction of such indebtedness.

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10.16. INDEMNITY

10.16.1 In addition to and without prejudice to the foregoing

Particular Conditions the Customer undertakes that he

shall in any event indemnify the Company against all

liabilities whatsoever suffered or incurred by the

Company arising directly or indirectly from or in

connection with the Customer's Instructions and/or the

implementation of the same.

10.17. GENERAL AVERAGE / SALVAGE

10.17.1 Where liability arises in respect of claims of a general

average and/or salvage nature, the Customer shall be

fully be liable and shall indemnify the Company and in

such event the Customer shall promptly provide security

to the Company or to any other party designated by the

Company in a form acceptable to the Company.

10.18. SHIPMENT AND RECEIPT OF GOODS

(i) In the event of any shipment is granted a direct

release without examination by the Customs and/or

only shipment cartons opened at the consignee's or

designated premises, the Company shall not be

liable for any loss or damage discovered therein.

(ii) All Goods received and acknowledged by the

Customer are deemed to have been received in

good order and condition unless stated otherwise

with particulars of discrepancy. The Company

shall not be liable for any loss or damage

discovered subsequently in the instant of the

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Customer's failure to check the contents of the

Goods on taking delivery.

10.19. DISCREPANCY ON INVOICES

10.19.1 It is hereby agreed by the Customer that any

discrepancy on any invoices shall be notified in writing

to the Company within three (3) Business Days and

confirmed within seven (7) Business Days from the date

of the invoices, failing which all such invoices shall be

deemed as correct and payable and no further query or

report of discrepancy after the expiry of the above

stated period shall be entertained

10.20. MODE OF SENDING NOTICE

10.20.1 Any notice required to be sent including for any legal

proceedings shall be by way of Prepaid Registered Post or

any other mode agreed in writing between both parties,

to the last known address. Any change of address has to

be notified in writing to the other party.

10.21. LAW AND JURISDICTION

10.21.1 All agreements between the Company and the Customer

shall be governed by the Laws of Malaysia and the

Company may at its discretion commence any action in

any courts within the jurisdiction of the Malaysian Courts

or in any other country, as it deems fit.

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APPENDIX ‘11’

PARTICULAR CONDITIONS FOR SHIP CHANDLING SERVICES.

11.1. DEFINITIONS

(a) "Vendor" shall mean JPLogistics who is contracted to

supply the Goods in reliance upon these Particular

Conditions and the Common Conditions as may be

applicable. In the event of a conflict between the

Particular Conditions and the Common Conditions, the

former shall prevail;

(b) "Purchaser" shall mean the person placing an order in

respect of the Goods and where such person acts as

agent of or otherwise for a third party (principal), such

person and the principal and the vessel on whose

behalf the Goods are ordered jointly and severally;

(c) "Goods" shall mean any and all merchandise ordered

by the Purchaser and/or supplied by the Vendor for use

on board a vessel or vessels or an offshore oil rig or

similar, or a place or places incidental to the operation

of the aforesaid;

(d) "Contract" shall mean any agreement between the

Vendor and a Purchaser pursuant to which Goods are

supplied or are to be supplied.

11.2. GENERAL

11.2 1 Unless otherwise expressly agreed in writing the following

Particular Conditions shall apply to all contracts, orders and

deliveries. Any conflicting purchasing conditions (or similar)

of the Purchaser shall be deemed to have been rejected by

the Vendor unless expressly accepted in writing.

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11.3. ORDERS & DELIVERIES

(a) The Purchaser shall communicate as soon as reasonably

practicable to the Vendor for the execution of his order or

orders.

(b) Provided the prevailing circumstances reasonably permit,

the Vendor shall supply and deliver to the Purchaser the

Goods as ordered at the time and place stipulated by the

Purchaser insofar as such Goods are available at the agreed

port or port-area or place(s).

(c) The Vendor's responsibility for transport of the Goods shall

end at the nearest point to the ship that the delivery

vehicle(s) may, with the necessary authority, reach "the

Point of Delivery". Transportation of Goods to the Point of

Delivery shall be charged at cost unless otherwise agreed

with the Purchaser.

(d) Should the Vendor expressly agree to transport/handle the

Goods beyond the Point of Delivery as defined in Item

11.3(c) the costs of such additional delivery/handling shall

be agreed in advance, invoiced and payable by the

Purchaser.

(e) If delivery is requested outside the normal hours of the

agreed port or port-area or place(s) or on Saturdays,

Sundays or national or state public holidays, expenses

incidental to such delivery shall be payable by the Purchaser

as additional costs.

11.3.1 The Goods shall be deemed delivered on the arrival of the

Goods at the stipulated time at the Point of Delivery. The

responsibility, cost and risk of unloading the delivery

vehicle(s) and delivering on board or at the place(s) are for

the account of the Purchaser. The risks in the Goods shall,

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in all respects, pass to the Purchaser upon advance payment

and subsequent delivery.

11.3.2 All payments for the Goods shall be made to the Vendor at

the point of request/order and in addition, the Purchaser

shall pay to the Vendor any costs or expenses incidental to

any waiting period beyond a reasonable time.

11.3.3 All orders and receipt notes will be signed by the master or

his authorized representative.

11.3.4 Where the Vendor is ordered to deliver Goods other than to

a ship, responsibility rests with the Purchaser to ensure that

the person responsible for accepting delivery gives a full

and proper receipt for the Goods delivered. Signed receipt

by that party shall constitute acceptance of delivery by and

to the Purchaser.

11.4. PRICES

11.4.1 Subject to this Paragraph 11.4.1, in respect of any e Goods

supplied by the Vendor, the Vendor shall charge to the

Purchaser the prices current at the relative port or port-

area or place(s) at the time of delivery inclusive of any

additional costs that may be incurred by the Vendor in

rendering such supply of Goods possible.

11.4.2 The Vendor may, if requested by the Purchaser, send to the

Purchaser a list stating the prices of Goods and the period

for which such prices are to apply. If such a list has expired

and not been renewed, or if the price of the Goods is not

stated in the list, Paragraph 11.4.1 shall apply. Goods which

cannot be offered at a price fixed in advance shall be

clearly so marked on any such list and in this case Paragraph

11.4.1 shall apply.

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11.5. QUALITY AND PACKING

11.5.1 The Goods shall be of standard or prime quality as rated at

the time and place of delivery. The Goods shall be supplied

in the packing customary at the time and place of delivery.

At the time of placing his order, the Purchaser shall inform

the Vendor of any special packing requirements in view of

the destination of the ship and/or Goods. Any additional

expenditure incurred in complying with such requirements

shall be chargeable to and payable by the Purchaser.

11.5.2 Returnable packing material and containers supplied by the

Vendor shall be clearly marked as such on the receipt-note

and shall be returned by the Purchaser to the Vendor as

soon as reasonably practicable.

11.5.3 Returnable packing material and containers shall be charged

separately at the prices current at the time and place of

delivery. The amounts so charged shall be refunded by the

Vendor to the Purchaser, provided such packing material

and containers are returned undamaged within a reasonable

period.

11.6. CLAIMS

11.6.1 Subject only to Paragraph 11.6.2 below, by taking delivery

of the Goods and signing the accompanying receipt-note

and documents acknowledging receipts of the Goods

delivered to the Purchaser who shall be deemed to have

approved and accepted the Goods in every respect.

11.6.2 Any claims with regard to the conformity or quality of the

delivered Goods shall be notified in writing to the Vendor

within three (3) days after delivery and confirmed in writing

within seven (7) days from delivery, and in the absence of

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such notification the Purchaser shall be deemed to have

approved and accepted the Goods in every respect.

Exception is made in the case of fresh products, life and

perishable Goods, for which claims shall be notified in

writing at the time of delivery or as soon as practicable

thereafter. Where a claim is made in accordance with the

provisions of this Paragraph and where such claim is

accepted by the Vendor the Purchaser shall be entitled to a

refund of the price of the affected Goods upon inspection of

said Goods by the Vendor or as otherwise agreed in writing

by the Parties.

11.6.3 In the event of a claim pursuant to Paragraph 11.6.2, the

Purchaser shall be required to prove that, since delivery,

the Goods were continuously handled, treated and stored by

the Purchaser as a prudent administrator in keeping with

the nature of the Goods and their propensity to deteriorate

and that any alleged deficiency is not attributable to the

Purchaser's fault or negligence.

11.6.4 Any damages/compensation shall be strictly limited to a

refund of the price paid to the Vendor for the affected

Goods and the Vendor shall in no circumstances whatsoever

be liable for any claim for consequential loss, damage or

injury arising out of the supply, or late supply or failure to

supply, of any Goods.

11.6.5 Any complaint by the Purchaser with regard to the Vendor's

invoice shall be absolutely barred unless lodged in writing

by the Purchaser with the Vendor at the Vendor's usual

business address within three (3) days of the issuance and

receipt of the invoice and confirmed in writing within seven

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(7) days after the delivery of the invoice, whichever is

practicable.

11.7. PAYMENT

11.7.1 The Purchaser shall pay to the Vendor at the time the order

for the Goods is made, and the invoiced amount or amounts

shall be at the rate of exchange applicable on the day of

payment or, by the express agreement of the Vendor, at a

later stipulated date.

11.17.2. Notwithstanding the provisions of Paragraph 11.6 herein

the Purchaser shall not be entitled to withhold payment of

any sums after they have become due in the ordinary course

for payment by reason of any right of set-off or

counterclaim which the Purchaser may allege or for any

reason whatsoever.

11.7.3 The Vendor shall be entitled to recover from the Purchaser

any and all costs and/or expenses which may be incurred by

the Vendor when recovering from the Purchaser any overdue

or unpaid sums whether or not formal legal steps (including

but not limited to the arrest of a vessel) have been

undertaken and for the sake of good order to include both

internal costs and costs and expenses incurred to external

advisers/lawyers instructed for such purpose. Such costs

shall be payable by the Purchaser to the Vendor upon

demand on a full indemnity basis.

11.4. FORCE MAJEURE

11.4.1 If the Vendor is unable to make delivery, or to make

delivery in good time, owing to force majeure (which shall

include all or any circumstances beyond the control of the

Vendor or trading conditions for which the Vendor cannot be

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held responsible for and as a consequence whereof it is not

reasonably possible to make delivery in good time or at all)

then the Vendor's obligation to deliver shall cease or if

appropriate be suspended for the duration of such force

majeure.

11.5. LAW AND JURISDICTION

11.5.1 Any disputes arising out of or under or incidental to any

agreement entered into on these Particular Conditions and

any further agreement resulting there from shall in the first

instance be submitted exclusively to the jurisdiction of the

Court competent at the place of domicile of the Vendor in

Malaysia.

11.5.2 Agreements which include these Particular Conditions shall

be governed and construed in all respects according to the

law of the place of the Vendor, or of any other place

accepted by the Vendor.