Unless otherwise agreed, these conditions shall be applicable to any form of service provided by BDP International (“BDP”) including but not limited to Freight Forwarding Services (as defined below).
(i) Customer means the person or company for which BDP is rendering service, as well as its principals, agents and/or representatives, including, but not limited to, Shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, Shippers’ agents, insurers and underwriters, break-bulk agents, Consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives.
(ii) Freight Forwarding Services means Services of any kind relating to the carriage, consolidation, storage, handling, packing or distribution of any Goods (as defined below) as well as ancillary and advisory Services in connection therewith, including but not limited to customs and fiscal matters, declaring the Goods for official purposes, procuring insurance of the Goods and collecting or procuring payment or documents relating to the Goods.
(iii) Freight Forwarder means BDP who is a party to a contract for Freight Forwarding Services with a Customer.
(iv) Goods mean any and all Goods including their packaging, entrusted to BDP by the Customer in relation to any Services provided by BDP. Such Goods include any and all merchandise as well as all and any titles or documents that represent or may represent such Goods.
(v) SDR means Special Drawing Rights as defined by the International Monetary Fund.
(vi) In writing includes telegram, telex, telefax or any recording by electronic means.
(vii) Dangerous Goods means (i) any Goods, materials or items, with hazardous properties which may present a potential hazard to human health and safety, infrastructure, to their respective means of transport, and/or to any type of living organisms, property or the environment; (ii) any Goods, materials or items classified as hazardous by any local or international legislation or organization; (iii) any Goods that are or may become of a dangerous, inflammable, radioactive noxious or damaging nature.
(viii) Service means any instruction to forward Goods offered, accepted for performance, or performed by BDP, and any related act, any information or advice in respect thereof.
(ix) Third parties mean any non-contracting parties, in particular any natural or legal persons whom BDP deals with in the performance of its duties.
(x) Sanctions and Export Controls means U.S., EU, UK, and any other applicable sanctions and export control laws, regulations, orders, directives, designations, licenses, or decisions, including without limitation sanctions laws and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the U.S. Export Control Reform Act, the U.S. Export Administration Regulations, the U.S. Arms Export Control Act, and the U.S. International Traffic in Arms Regulations; the EU, the European Commission, and competent authorities in EU Member States (as listed in EU sanctions regulations); the UK Office of Financial Sanctions Implementation (“OFSI”), and the UK Export Control Joint Unit (“ECJU”) including but not limited to the directive issued pursuant to Executive Order 14024, or otherwise specifically designated under the U.S. sanctions with respect to Russia, other than for full property-blocking sanctions; (b) subject to EU or UK sectoral sanctions targeting Russia.
The performance of Services includes and is not limited to;
(i) All contracts for the transportation of Goods, irrespective of whether they concern freight forwarding, carriage, warehousing, customs brokerage or other Services common to the forwarding trade. These also include logistical Services commonly provided by freight forwarders in connection with the carriage or storage of Goods.
(ii) Services as agent whereas BDP acts in its own name or in its Principal’s name, but always on the latter’s behalf, and pursuant thereto in providing all and any such Services as may be necessary in respect thereof, performing all and any required formalities and concluding any such agreements as are necessary for such purpose.
(iii) As Principal, when BDP performs the carriage of Goods in its own name and by its own means of transport, when it issues a transport document in its own name, when the instructions explicitly show that BDP assumes a carrier obligation.
The Customer warrants that the Goods entrusted by it to BDP under its instructions are its property, or that as an authorized agent of the owner, the Customer has the right of control of such Goods, and that consequently it accepts these conditions not only for itself but also for and on behalf of his principal and for and on behalf of the owner.
The Customer shall provide BDP with all shipment details, including, but not limited to, nature of Goods; required route, and complete, correct and accurate descriptions, instructions and directives. The instructions shall be given to BDP in writing no later than two (2) working days before the expected customs clearance date.
BDP is not obliged to examine, nor is responsible for, the accuracy or correctness of the instructions and information provided by the Customer. BDP is neither obliged to check the authenticity of signatures on any messages or documents relating to the Goods, nor to check the authority of the signatories, unless there exist reasonable doubts concerning the latter. In all other situations, such information shall be accepted in good faith, and BDP shall perform its duties with a reasonable degree of care, diligence, skill and judgment.
BDP shall carry out the Services according to the Customer’s instructions as agreed per Article 5. In the absence of precise instructions, or in the event where instructions are inaccurate or incomplete or not according to contract, BDP may at the risk and expense of the Customer act as it deems fit. Unless otherwise agreed, BDP may, without notice to the Customer, arrange to carry the Goods on or under deck, consolidate the Goods with other shipments and choose or substitute the means, route and procedure to be followed in the handling, stowage, storage and transportation of the Goods.
(i) The Customer shall be responsible to timely and properly notify BDP that a shipment contains hazardous or dangerous materials. The Customer shall also be responsible for providing BDP with full written disclosures regarding the nature of the hazardous or dangerous materials to ensure compliance with all applicable national, federal, state, or local laws and regulations to the extent that any shipments contain hazardous or dangerous materials. The information supplied by Customer in respect of the processing or handling of any materials and products will be the latest and most accurate information known to the Customer and relevant to the Services to be performed hereunder. BDP shall assume such information is accurate and rely on such information in providing the applicable Services provided hereunder, and shall not be responsible for verifying the accuracy of the information provided by the Customer. Further, Customer shall be responsible for properly packing and marking the Goods in accordance with said laws and regulations.
(ii) At BDP’s discretion, and upon the execution of a Power of Attorney in a form acceptable to BDP, BDP may sign the Shipper’s dangerous goods declaration. The Customer acknowledges that BDP is signing the Shipper’s dangerous goods declaration for the Customer’s convenience and pursuant to the Customer’s authorization, and has authorized BDP to sign on its behalf. The Customer further acknowledges that it is the Customer’s responsibility to ensure that the shipment complies with all applicable national, federal, state, or local laws and regulations regarding hazardous or dangerous materials, and that BDP is fully relying upon the Customer’s compliance with said laws and regulations when it signs the Shipper’s dangerous goods declaration as the Customer’s agent.
(iii) The Customer shall defend and indemnify, and hold BDP harmless from any and all liability, loss, damage, or penalties of any kind (including reasonable attorney’s fees and costs) caused in whole, or in part, by the Customer’s (a) failure to notify BDP of any shipments containing hazardous or dangerous materials, (b) failure to comply with all applicable hazardous or dangerous materials laws and regulations, (c) failure to provide accurate and/or complete information regarding the nature of the hazardous or dangerous materials, and (d) for BDP signing the Shipper’s dangerous goods declaration on behalf of the Customer as the Customer’s agent.
(iv) The Customer shall defend and indemnify, and hold BDP harmless from any and all liability, loss, damage, or penalties of any kind (including reasonable attorney’s fees and costs) caused in whole, or in part, by the Customer’s failure to provide BDP with timely, complete and accurate information required by BDP to provide services to the Customer including but not limited to Customer’s failure to comply with the Sanction and Export Controls.
BDP is entitled to, in the performance of its duties, employ third parties, servants and agents who show normal professional qualifications. The Customer is aware of the latter’s contractual conditions and the Customer shall be bound by such conditions.
No insurance will be effected by BDP, except upon (i) express instructions (including the value to be insured and the specific risks to be covered) given in writing by the Customer, and (ii) written confirmation by BDP. All insurance effected is subject to the usual exceptions and conditions of the policies of the insurance company or underwriters taking the risk. Unless otherwise agreed in writing, BDP shall not be under any obligation to affect a separate insurance on each consignment or declare it on any open or general Policy held by BDP.
(i) If the delivery is impossible for reasons beyond BDP’s reasonable control, such as the Consignee’s refusal to accept the consignment, BDP shall be entitled to the carriage charges for the return of the consignment.
(ii) In case of exceptional circumstances not within the control of BDP, which alter the relative rights and obligations of BDP and/or the Customer to the detriment of BDP by excessively increasing the contractual obligations of BDP (including but not limited to increases of the cost of labour, energy and/or materials), the parties, upon the request of BDP, will in mutual consultation seek to adjust the conditions that apply between them in order to re-establish the initial contractual equilibrium while protecting their respective interests.
(iii) In case the Parties do not reach an agreement with respect to the restoration of the balance of their respective interests within thirty (30) days following the date of BDP’s request, BDP will have the right to terminate the agreement to which these conditions apply by registered letter with a termination period of 1 month and without any liability or any indemnity being due. If, at the time of the termination, BDP has partially performed its obligations, the Customer will pay the pro rata amount of the total price.
BDP shall have a lien on the Goods and any documents related to the Goods of the Customer in the possession of the Company, as well as any documents relating to these Goods, for all sums payable by the Customer to the Company. The Company shall have the right to sell these Goods by public auction or private sale without notice to the Customer.
The Customer shall accept liability for:
(i) the conditions of, and any liability arising from, the condition of the Goods;
(ii) providing clear and correct instructions;
(iii) making Goods available in time, completely and in a useful way;
(iv) providing complete, correct and valid documentation;
(v) clear instruction on exact documentation required to release freight;
(vi) unless BDP was informed thereof previously and in writing, that Goods entrusted to BDP are not of dangerous, perishable, flammable or explosive nature;
(vii) unless agreed otherwise, to examine all documents submitted by BDP upon receipt and that the Customer will verify whether they are in accordance to the instructions given to BDP; and
(viii) information regarding weight and mass of the Goods
The Shipper and Consignee shall be liable, jointly and severally, for all charges payable on account of any shipment, including, but not limited to, transportation charges and all duties, equipment, Services rendered, customs assessments, governmental penalties and fines, taxes and BDP’s attorney fees and legal costs related to the shipment, and such other sums advanced or disbursed by BDP on account of such shipment.
The Shipper and the Consignee shall be liable, jointly and severally, to pay or indemnify, protect, defend and hold BDP harmless from and against any and all claims, liabilities, fines, penalties, damages, costs or other sums (including attorneys’ fees and costs) that may be incurred, suffered or disbursed for any violation of any of these Terms and Conditions of Service or any other default of the Shipper, Consignee or such other party with respect to a shipment.
(i) Customer represents and warrants that:
(a) it will comply at all times with Sanctions and Export Controls, and will not take any action that causes BDP to violate or become exposed to adverse consequences under Sanctions and Export Controls, in case whereof it will hold BDP harmless for any liability whatsoever.
(ii) BDP may suspend its services with immediate effect and without liability if, in BDP’s sole discretion, Customer breaches the representations and warranties stated in Article 16(i)(a) above or BDP’s continued performance of the Services to the Customer may breach or expose BDP to adverse consequences under Sanctions and Export Controls.
BDP’s liability shall be limited in any event pursuant to Article 13. BDP shall not be liable for any loss of or damage or delay to any shipment that occurs before the shipment is accepted by BDP and in its possession, or after the shipment has been delivered
Without limiting the generality of the above paragraph, BDP shall not be liable for any loss or damage, incomplete or otherwise inadequate delivery non-delivery, missed pickup, penalties, expenses, or delays, caused in whole or in part by:
(i) The act, default or omission of the Shipper, Consignee or any other party claiming an interest in the shipment;
(ii) The nature of the shipment, defect, or inherent vice of the product, including but not limited to loss or damage to perishable or temperature sensitive items, to the extent the loss or damage results from exposure to heat or cold, inadequate, inappropriate or defective packaging, or the perishable nature of the product;
(iii) Failure of the Shipper or Consignee to observe any requirements or obligations contained in these Terms and Conditions of Service, including, but not limited to, improper or insufficient packaging, securing or marking of any shipment;
(iv) Acts of God, weather conditions, environmental or dangerous goods incidents, perils of the air, public enemies, public authorities acting with actual or apparent authority, acts or omissions of custom officials, authority of law, quarantine, riots, strikes, work stoppages or slowdowns, or other labor disputes or disturbances, local or national disruptions in ground or air transportation networks or systems due to events beyond BDP’s reasonable control, disruption or failure of communication and information systems, disruption or failure of utilities, civil commotions or hazards incident to a state of war, acts of assailing thieves, hijackings, mechanical delay of aircraft, ship, ground transportation or other equipment failures for all international shipments.
(v) Compliance with laws, governmental regulations or requirements, or any cause beyond BDP’s control.
If BDP, as a consequence of the circumstances set out in this clause, is prevented or delayed from performing or observing its obligations, BDP is entitled to suspend any agreement with the Customer to which these conditions apply in whole or in part or, in the event that the suspension has lasted for this conditions six (6)months, to terminate any such agreement by registered letter, both without prior court intervention. In that case, BDP will be exempt from its obligations without any liability to indemnify the Customer and without any entitlement of the Customer to demand specific performance. If, at the time of the suspension or termination, BDP has partially performed its obligations, the Customer will pay the pro rata amount of the total price.
BDP is not liable for theft of Goods in its possession, custody or control, unless the Customer shows that theft took place as a result of circumstances which BDP, in view of the contract with the Customer, should have avoided or which he should have reasonably foreseen.
BDP shall not be liable for loss of, damage to, or irretrievability of data stored on media of any type, or for loss of information.
BDP does not guarantee a fixed time of delivery, dates of arrival and departure. Any indication of a time or date for delivery is an approximation and shall not be binding upon BDP.
If liability has not been excluded through the applicable statutes or international conventions, liability is limited to the following:
(i) In case BDP acts as an agent, the legal liability for the loss or damage to Goods whilst in the care of BDP will be limited to SDR 2/kg or USD100,000 per occurrence, whichever is lower.
(ii) In no event shall liability exceed the actual value of the Goods lost, damaged, misdirected, improperly delivered or otherwise affected. In the event that BDP acts as a carrier and transportation Services are provided to the Customer, the applicable Bill of Lading terms and conditions shall apply and BDP’s liability shall be determined in accordance with national law and the international conventions applicable to the relevant mode of transport. In the absence of any applicable national law or international convention, BDP’s liability shall be limited to SDR 2/kg.
(iii) In the event that BDP provides customs brokerage Services to the customer, BDP’s liability shall be limited to actual loss or USD2,500 per set of shipment documents, whichever is lower. Except as required by law, BDP assumes no liability for advice and/or recommendations regarding customs classifications, duties or any other taxes.
(iv) In the event that BDP provides warehousing Services to the Customer, BDP’s liability shall be limited to SDR2/kg or USD100,000 per occurrence, whichever is lower.
Unless caused by an error or act of omission BDP, in no event shall BDP be liable for loss of merchantability or any special, incidental or consequential damages due to mis-delivery, incomplete or otherwise inadequate delivery, delay, loss or damage caused by a Third Party or any other person or company whether BDP had knowledge that such damages might be incurred.
In the event of any loss caused by an error or act of omission committed by BDP, liability shall be limited to $20,000 per occurrence.
(i) The following information (“BDP Data”): (a) the existence, subject matter and content of any agreement, offer or other document to which these conditions are applicable and (b) any information (in whichever form; whether about BDP or about any other subject) that is obtained by the Customer as a result of these conditions and of any agreement, offer or other document to which these conditions are applicable, will be considered confidential.
(ii) The Customer will treat the BDP Data referred to above as confidential and will not disclose this information or any part of it without the explicit prior written consent of BDP. The Customer will -ensure that its affiliated companies and the directors, employees, officers and advisors of itself and of its affiliated companies will comply with this obligation.
(iii) The following actions will not constitute a breach of the obligation set out above: (a) the disclosure by the Customer in the event of a judicial and/or arbitral procedure initiated by one party against the other, to the extent that disclosure is strictly necessary for the procedure, and (b) disclosure if and to the extent that it is strictly necessary for the Customer to comply with its legal or regulatory obligations. In the latter case, the Customer will consult with BDP, in so far as reasonably possible, prior to complying with this obligation.
(iv) Customer explicitly acknowledges that BDP reserves any and all rights regarding the data collected and / or generated during the execution of any agreement, offer or document to which these Conditions apply.
(v) Parties agree that all intellectual property rights regarding BDP Data or other data, obtained by Customer from BDP during the provision of any Services by BDP, remains with BDP, and that all intellectual property rights regarding the BDP Data, obtained by BDP, either from the Customer or otherwise under the provision of services and/or the delivery of goods to which these Conditions apply, remain with or become the sole property of BDP.
(vi) It is explicitly forbidden for the Customer to exploit BDP’s Data commercially.
(vii) Furthermore, Customer undertakes to:
a. handle and use all BDP Data and digital services, to which it has access, responsibly and in compliance with all applicable laws and regulations, in a manner consistent with the highest level of ethics and integrity;
b. take all measures that a reasonable and prudent entity would take to ensure that all BDP's Data is protected at all times from unauthorized access or;
c. use by a third party or misuse, damage or destruction by any person;
d. provide protective measures for BDP's Data that are no less rigorous than accepted industry standards, such as but not limited to GIT security standards and commensurate with the consequences and probability of unauthorized access to, or use, misuse or loss of, the customer data: and without limitation to sub-articles a, b, c, or d, and to comply with all security regulations or procedures or directions as are specified in the agreement to which these Conditions apply or given by BDP from time to time regarding any aspect of security of, or access to, BDP's Data, material or premises.
(viii) If Customer becomes aware of any actual or suspected:
a. action taken through the use of computer networks that result in an actual or potentially adverse effect on Customer's information system and/or BDP Data residing on that system (“Cyber Incident”); or
b. any other unauthorized access or use by a third party or misuse, damage or destruction by any person (“Other Incident”),
Customer must: (i) notify BDP in writing immediately (and no longer than 12 hours after becoming aware of the Cyber Incident or Other Incident); and (ii) comply with any directions, considered by the industry as reasonable, issued by BDP in connection with the Cyber Incident or Other Incident, including in relation to: (iii) obtaining evidence about how, when and by whom BDP's information system and/or the customer data has or may have been compromised, providing it to BDP on request, and preserving and protecting that evidence for a period or up to 12 months; (iv) implementing any mitigation strategies to reduce the impact of the Cyber Incident or Other Incident or the likelihood or impact of any future similar incident; and (v) preserving and protecting BDP Data (including as necessary reverting to any backup or alternative site or taking other action to recover customer data).
(ix) Customer acknowledges that BDP has the right to utilize and manipulate customer data in an anonymized manner consistent with relevant law for the purposes of improving BDP services, performance analytics and in order to develop new products and services.
In addition to the capitalized terms used herein as defined in this Agreement, the following terms shall mean:
“Processing” shall mean the collection, recording, organization, structuring, storage, use, disclosure, dissemination, or otherwise analyzing or making available Personal Data.
“Personal Data” shall mean any information relating to an identified or is capable of identifying a natural person such as the disclosing Party’s employees, agents, representatives, or clients, including, but not limited to the natural person’s name, addresses, phone numbers, email addresses, titles, identification numbers, location data, or other online data that can be used to identify the natural person.
“Controller” shall mean the Party that possesses and controls the Personal Data shared by the disclosing Party.
“General Data Protection Regulation (“GDPR”)” shall mean the General Data Protection Regulation ((EU) 2016/679). Personal Data is subject to the legal safeguards specified in the GDPR.
To the extent that the transactions subject to these terms and conditions involve an entity registered or incorporated in, or does business inside the European Union (“EU”) and the Personal Data of EU residents are exchanged and/or disclosed between the Parties, shall with respect to performing their respective obligations under this Agreement:
(i) comply with the provisions of all applicable national, federal, state, or local privacy and data protection laws governing the Processing of the disclosing Party’s Personal Data as defined in the relevant legislation in the respective jurisdiction where Services are rendered;
(ii) not Process Personal Data for any purpose other than to perform their respective obligations under this Agreement and ensure that such Processing will not place the disclosing Party in breach of any applicable privacy and data protection laws;
(iii) not disclose or otherwise make available the Personal Data to any third party other than authorized staff or sub-contractors who require access to such Personal Data strictly in order for the Controller to carry out its obligations pursuant to this Agreement, and ensure that such staff and any other persons that have access to the Personal Data are bound by appropriate and legally binding confidentiality and non-use obligations in relation to the Personal Data;
(iv) take appropriate, and commercially, reasonable technical and organizational measures to ensure that the integrity and confidentiality of the Personal Data in its possession or under its control, and to implement protocols to secure and protect the Personal Data against accidental loss, destruction, damage, unlawful access or Processing;
(v) immediately notify the disclosing Party in case of possible infringements of the applicable data protection legislation, the terms of this clause or other irregularities by the Controller, its staff or any other party acting on its behalf in relation to the disclosing Party’s Personal Data; and at the disclosing Party’s option, return or destroy the Personal Data once it is no longer required for the purposes of performing obligations under this Agreement or any directly related purpose.
Notwithstanding the foregoing, the Parties acknowledge that disclosure of certain Personal Data is required for the Parties to satisfy their respective obligations under the terms of this Agreement. Accordingly, the Parties mutually agree that each Party shall be responsible for:
(i) informing their respective employees, agents, customers, or representatives of the types of Personal Data that will be shared with the other Party to fulfill the terms of this Agreement;
(ii) obtaining the necessary consents from their respective employees, agents, customers, or representatives. Upon demand, the disclosing Party shall provide the Controller with proof of consent;
(iii) notifying the Controller if any Personal Data disclosed needs to be corrected and/or deleted;
(iv) notifying the disclosing Party of any breaches that result in the unauthorized access, use, or theft of Personal Data within seventy-two (72) hours of said breach; and
(v) ensuring that proper and adequate safeguards in place to ensure the safe cross- border data transfer in compliance with GDPR, and only transfer Personal Data to the extent necessary to fulfill their respective obligations under this Agreement.
The Parties hereby agree that the Controller in breach of this Section V and/or applicable privacy laws shall fully indemnify and hold harmless the disclosing Party from any and all losses, costs, expenses, damages, penalties, and fines arising from the Controller’s non- compliance with the provisions of this clause, and for any violation of relevant and applicable data protection legislation.
The Parties acknowledge that the disclosing Party may, on reasonable notice, request information regarding the steps the Controller is taking to comply with any applicable privacy and data protection laws.
(i) Unless agreed otherwise, the invoices of BDP are payable immediately upon receipt by bank transfer to the bank account provided in the respective invoice.
(ii) Rebates given to the Customer and any other amounts owed by BDP to the Customer (or to any affiliated companies of the Customer) may, at BDP’s choice, be set off against any sums due from the Customer to BDP (or to any affiliated companies of BDP). All sums due from the Customer to BDP will be paid without deduction.
(iii) Any query in relation to invoices, in order to be valid, must be notified in detail by email within five (5) days of the receipt of the invoice.
(iv) The Customer has to relieve BDP immediately of costs related to freight, overage demands, customs duties, taxes or other dues directed against BDP for being an agent for or possessor of the Goods owned by third parties, when BDP is not responsible for such payments.
BDP shall have a general and continuing lien on any and all property coming into the possession of BDP for monies owed to BDP in respect of the shipment for which the lien is claimed, a prior shipment, or both, for all sums due and payable.
In the event of non-payment of any sum payable to BDP, BDP may hold and dispose any shipment it possesses at a public or private sale, in satisfaction of all monies due and payable. If the proceeds of the sale are not sufficient to satisfy BDP’s lien for all monies due and payable, the Shipper and Consignee remain liable for the balance of any unpaid charges payable on account of the shipment. The rights provided by this section shall be in addition to all other rights allowed by law to BDP to recover the unpaid amounts.
In the event of an incident related to loss or damage cargo, the Customer must notify BDP immediately or at maximum ten (10) days after delivery. Failure to provide proper notice may result in any proceeding claim filed by the Customer to be denied.
All suits against BDP must be filed and properly served on BDP as follows:
(i) for claims arising out of ocean transportation, within one (1) year from the date of the loss;
(ii) for claims arising out of air transportation, within two (2) years from the date of the loss;
(iii) for claims arising out of the preparation and/or submission of customs brokerage related entries or paperwork, within sixty (60) days from the date of entry(s);
(iv) for any and all other claims of any other type, within one (1) year from the date of loss or damage.
Failure to give BDP timely notice of a claim in accordance with the time periods stated above shall be a complete defense to any suit or action commenced by the Customer.
All claims shall include:
(i) copy of the waybill, bill of lading or shipping manifest;
(ii) copy of the commercial invoice and packing list;
(iii) a description of the Goods;
(iv) delivery receipt evidencing loss or damage from the applicable transportation provider;
(v) a description and details of the nature/extent of the damage or loss;
(vi) itemized claim amount; and
(vii) the destruction certificate or salvage receipt.
Failure to provide supporting evidence of a claim or proper mitigation shall be a complete defense to limit or deny any Customer claim.
Claims will be processed only after all freight charges have been paid. Claimants may not set off any amounts of pending claims from any charges owed to BDP, and the Customer waives any and all rights, including any statutory or common law rights, to set off the amount of any claim against charges owed to BDP.
When BDP pays the claims, all rights, title to, and interest in the Goods shall thereupon pass to BDP, and BDP reserves the right to obtain the Goods for salvage and it will be picked up at BDP’s sole discretion.
BDP may, but shall not be obligated to, inspect any shipment. Cargo items tendered may be subject to additional inspection or security outside of BDP’s control by transportation carriers or government agencies.
(i) BDP has the right to terminate any agreement to which these conditions apply without prior court intervention and without any prior notice, notice period or indemnity being due, in whole or in part, effective immediately, to the detriment of the Customer, by means of a registered letter and/or email to the Customer, in the following cases:
a. if the Customer is declared bankrupt, is involved in a dissolution, applies for the cessation of payment or loses control over its assets or parts thereof (by seizure, by being put under legal restraint or otherwise), applies for a judicial settlement or if any other collective measure intended to protect the Customer from its creditors is applied for or taken; or
(ii) In case of termination or suspension in accordance with the previous clause, BDP will never be liable for any kind of damages. The Customer will indemnify BDP and hold BDP harmless for any damage resulting from or in connection with the termination or suspension.
If one or more provisions of these terms shall be held to be invalid, illegal or unenforceable, that provision(s) shall be enforced to the maximum extent possible, and the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.
Exclusive jurisdiction is deferred to the courts of BDP’s registered office, which is presumed to be the place of formation and performance of the Contract, without prejudice to BDP’s right to bring the action before another country.
Except where law or treaty mandates governing law, these Terms and Conditions of Service, and the performance, rights and obligations of the parties under these Terms, shall be governed by, and construed in accordance with the laws of the country where:
(i) the shipment was first presented to BDP for carriage;
(ii) BDP renders customs brokerage Services to the Customer; or
(iii) the country in which BDP provides any warehousing or local transportation Services
(i) The Customer acknowledges that in entering into its agreement with BDP, it has not relied on any express or implied representation, warranty or other assurance (except those specifically set out in writing in the agreement) made by or on behalf of BDP before the entering into of the agreement.
(ii) Save as otherwise agreed, BDP is entitled to make reference to the Customer in its marketing materials and disclose reasonable details about the nature of BDP’s cooperation with the Customer.
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