General Terms & Conditions

 

A. Definitions

 

  1. Terminal includes, where the context allows, associated and subsidiary companies, and servants, agents and subcontractors of the terminal facilities at CSP Zeebrugge Terminal NV., including any buildings, quays, railways, crane tracks, waterways, roads, whether adjacent or not.
  2. Customer shall mean and include anyone who has contracted with the Terminal to perform services and anyone on whose behalf such a contract has been made, including but not limited to any person or entity requesting, receiving, or benefiting from, the services by the Terminal, amongst others (i) the Ship owner, -charterer or -operator, or any other party with interests in a Ship calling at the Terminal, the Ship’s master and/or any person who has control over the operation of such Ship; (ii) the Cargo owner or any other Cargo interested party including but not limited to the shipper, forwarder and receiver of the Cargo; (iii) the owner of the Containers, plant, machinery, package, case, pallet or any party with interests therein; (iv) the owner of any road or rail vehicle which enters the Terminal or any party with interests therein; and (v) any person who drives or operates such vehicle and any person who visits, uses and/or enters the Terminal.
  3. Services shall mean and include all factual and legal acts of the Terminal connected in the broadest sense with the loading and unloading of Ships and other means of transport, including but not limited to the acceptance, temporary storage, shifting, weighing, (re)packaging, checking/ordering the checking and/or delivery of any Cargo (including livestock), the execution of shipping activities and the use of floating cranes or any other kinds of cranes.
  4. Container shall mean and include any container, transportable tank, flat or pallet or any similar transport means used to consolidate goods.
  5. Ancillary Equipment shall mean and include a.o. clip on refrigerator units, refrigerator towers, trailers and chassis.
  6. Dangerous Cargo shall mean and include dangerous goods as defined in the IMDG Code.
  7. Breakbulk Cargo shall mean and include any cargo not stowed within/on Carrying equipment while carried on a vessel, rail or truck.
  8. Ship and/or Vessel shall mean and include all seagoing ships or inland barges, pontoons, tugboats, bunker boats, pilot boats, floating cranes and generally any marine craft in respect of which the Terminal provides, or is to provide, services under these Conditions, irrespective of its size, registration or purpose
  9. Cargo shall mean and include any and all goods (including but not limited to vehicles and livestock), and where the context allows, containers, in respect of which the Terminal provides, or is to provide Services under these Conditions.
  10. Carrying equipment Means any container, chassis, trailer, rolling stock, swap body, igloo, genset, swap body, or other similar equipment.

 

B. Applicability – Liability

 

  1. Every contract and assignment to and from the Terminal – regardless of whether it is based on orders, on other grounds, against payment or free of charge – is subject to, and will be carried out according to, present Terms and Conditions. Present Terms and Conditions are also publicly available online at https://cspterminals.be/home/terms-conditions/
    By engaging the Terminal, the Customer acknowledges and accepts these Terms and Conditions.
  2. Present Terms and Conditions remain valid in all circumstances, except in case deviating terms and conditions for some of the above-mentioned Services have expressly been agreed and stipulated in a prior and separate written contract between Terminal and Customer, or are incorporated in a separate chapter or annex to such separate contract, in which case the latter terms shall prevail whilst present Terms and Conditions shall remain applicable in subsidiary order.
  3. The Terminal shall have the right to subcontract the whole or part of any Services undertaken under these Terms and Conditions. In such case, the Customer cannot claim or otherwise proceed against any other party other than the Terminal. Any subcontractor, and any employee thereof, shall have the benefit of all provisions of these Terms and Conditions. The Customer also leaves it at the discretion of the Terminal to accept the (general) terms and conditions of such subcontractors, and also agrees to let such general terms and conditions apply against the Customer.
  4. In its legal relationships with third parties, the Customer shall include a third-party clause in favour of the Terminal, such as a so-called Himalaya clause, which entitles the Terminal to rely on all clauses, limitations and exclusions of liability in favour of the Customer, including a “before-and-after” clause for damage, loss and delay of the Cargo (to be) transported by the Customer, which preferential treatment is accepted by the Terminal in advance. If, due to the negligence or deviation of the Customer or as a result of the Customer’s agreement, any such defences or limits of liability do not apply, the liability of the Terminal will still be limited as if such defences or limits of liability did apply.
  5. In the event of incompatibility between present Terms and Conditions and those conditions mentioned in articles B.3 and B.4 above, the most favourable provision(s) for the Terminal shall be applied by right.
  6. In addition to this, the Terminal is entitled to rely on any laws or regulations applicable at the time of the dispute, as well as on the custom of the port.
  7. The Customer undertakes to provide to the Terminal, at least 24 hours before the arrival of the ship, all obligatory and relevant particulars of the movements of the Ship and its Cargo, in particular, but not limited to, dangerous, valuable goods and goods requiring special care.
  8. The Terminal may at any time refuse to accept or deal with Cargo if to do so would, in the sole and discretionary opinion of the Terminal, cause difficulty to the Terminal’s operations in general, or risk of damage to the Cargo, or to other Cargo or property belonging to the Terminal or a third party, or risk of injury to any person. The Terminal may also interrupt or suspend its Services for the same reasons, as well as in case the Customer has failed to pay any outstanding invoice, issued to Customer by the Terminal, by its due date, even if this invoice would relate to other Services.
  9. The Customer will indemnify the Terminal against any liability or loss arising from failure by the Customer to comply with any legal requirement, including those set out in the applicable Port Regulations.

  10. (i)     The Customer warrants that:

(a) All particulars (including SOLAS) relating to Cargo and/or Containers furnished by the Customer are complete and accurate.

(b) All Cargo is properly packed, lashed and secured, marked, documented and labelled and, if received in Containers, is properly stowed therein in order to ensure the safety of the goods and to allow mechanical handling without damage or danger.

(c) All Cargo and Containers will not contaminate or cause danger, injury, pollution or damage to any person or any other goods or the Terminal’s premises or the air and water adjacent thereto.

(d) Are not infested, verminous, rotten or subject to fungal attack or are liable to become so while at the Terminal’s premises.

(e) All Cargo requires for its safekeeping no special protection (other than as may be agreed in writing between the Terminal and Customer) arising from vulnerability to heat, cold, natural or artificial light, moisture, salt, pilferage, vandalism, or proximity to other goods or from their inflammability.

(f) All Cargo and Containers are properly marked with warnings as to the hazardous nature of any contents and the precautions to be taken in handling the same and with such warnings as may be necessary for ensuring the safety and health of all persons likely to handle or come into contact with the goods or their contents in the event of the escape of anything injurious there from.

(g) All Containers are fit for their intended purpose.

(h) All Cargo and Containers contain no clandestine entrants, controlled drugs (unless the customer is licensed or otherwise lawfully authorized in respect thereof), contraband, pornographic or other illegal matter.

(i) All Cargo and Containers comply with applicable laws, regulations and any other requirements by Authorities.

(ii) The Customer will indemnify the Terminal against any liability, damage or loss, claims, fines, costs and expenses arising (directly or indirectly) from:

(a) Any breach of the conditions in paragraph 10(i) above.

(b) Provision of a Container, knowingly or otherwise, of which the gross weight exceeds the maximum appropriate gross weight, or loaded in such a manner that its centre of gravity is incorrect.

  1. The Terminal is not responsible for any liability or loss suffered by the Customer by reason of the following:

(a) Unavailability of berths and/or insufficient depth of water.

(b) Condition of the Terminal, its facilities and/or its quay berths, or the approaches and access ways to them.

(c) Inadequacy of any buoys, moorings, lines or bollards.

(d) inability to access the Terminal or a part thereof due to the Terminal’s safety regulations

(e) damage to Container or Cargo due to the effects of weather conditions

  1. The Terminal is also not responsible for

(a) any damage, caused by events or activities not related to the services it delivers to the Customer.

(b) any loss, caused by theft.

(c) any loss or damage caused by an inherent vice of any cargo commodity or of any kind of packing, container or other.

(d) any loss or damage caused by decisions and/or actions from the authorities.

  1. Notwithstanding anything stated above, the Terminal shall not be responsible for failure to perform or delay in performing any services arising out of any of the following:

(i) Interruption to the electrical supply to the Terminal. The Terminal is under no obligation to have available an auxiliary power supply.

(ii) Strikes, riots, civil commotions, lockouts, stoppages or restraints of labour, whether or not involving the employees of the Terminal.

(iii) War, civil war, hostilities or the acts of terrorists.

(iv) Adverse or unusual conditions of sea or weather, earthquakes, flood or fire.

(v) Acts, orders, regulations, or requirements of any Authority or any person purporting to act on behalf of any Authority.

(vi) Force Majeure or any other cause which the Terminal could not prevent or avoid by the exercise of reasonable diligence.

(vii) Any form of shortage of staff due to reasons not mentioned above.

  1. The Terminal shall make an effort to take the necessary measures in order to limit the risk of stowaways or access of other unwanted people to the Ship, terminal facilities, Cargo or other means of transport of the Customer. If nevertheless stowaways or other unwanted people are discovered in the Ship, Cargo or other means of transport of the Customer, the Terminal shall not be liable – and the Ship and/or Customer will safeguard and/or reimburse the Terminal – for any possible resulting loss, damage, claims, expenses and/or fines including without limitation any expenses incurred by the Customer on account of care, lodging, medical attention, security and repatriation). It remains the sole responsibility of the Ship and/or the Customer to apply all necessary security measures and to perform all necessary checks in order to avoid any such unauthorized entry by illegal immigrants, stowaways or other unwanted people.
  2. In any case, the Terminal cannot be held responsible for any liability or loss which was not caused by gross negligence or wilful misconduct on the part of the Terminal and/or the persons and parties engaged by the Terminal during the Services. If however the direct loss is a result of proven gross negligence or wilful misconduct on the part of the Terminal, the liability of the Terminal for such loss or damage shall, subject to the application of articles B.3-B.6 above (in case more favourable to the Terminal), be limited in accordance with article B.16 hereunder.
  3. The Terminal shall never accept any liability for claims below € 1,000.00 (one thousand euro). If it can be proved by the Customer that loss or damage of the types specified in present Terms and Conditions was caused by the wilful misconduct or gross negligence of the Terminal, the liability of the Terminal shall in any case be limited to whichever is the lesser of (1) the sum insured that is actually paid out to the Terminal, increased by the deductible, (2) the market value of any property lost or damaged, (3) the reasonable cost of repair of such property, (4) the liability upon application of articles B.3-B.5 above or (5) the aggregate limits for any one incident/event or series of incidents as set out in the table below:

Physical Loss or Damage to:

Containers or Ancillary Equipment: EURO 5,000.00, – or depreciated Value, whichever is less

Marine Transport Equipment (Vessel/Feeder/Barge/…): EURO 100,000.00 (one hundred thousand euro);

Land Transport Equipment (Truck / Rail…): EURO 25,000.00 (twenty-five thousand euro);

Any combined incident or series of incidents: EURO 100,000.00 (one hundred thousand euro);

Cargo – 875 SDR (eight hundred seventy-five special drawing rights) per Cargo unit or Container, or 3 SDR (three special drawing rights) per kilo of gross weight of the goods lost or damaged, whichever amount is the lower;

Personal injury or damage caused by death of any person who is involved for or on behalf of the Customer during the provision of Services, if and in sofar as such damage was caused on or at the Terminal.

  1. The Customer will indemnify the Terminal for any liability or loss exceeding that specified under paragraph 16 above, howsoever arising.
  2. The Terminal shall never be liable for any delay, loss of profit, production loss or consequential loss.
  3. The Customer remains at all times responsible for the navigation, berthing and proper management of the Ship and/or other means of transport used by or on behalf of the Customer. If the Terminal provides any services in connection with this, it shall not be responsible for any loss or liability that the Customer suffers by reason of negligent performance of such services, or otherwise.
  4. Instructions contained in the Customer’s Bill of Lading, delivery order or other documents, shall entitle the Terminal to deliver to the bearer thereof, notwithstanding that such document provides for delivery to a named party or to his order. The Terminal 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. The Terminal is not required to verify signatures appearing on such document. The Customer shall indemnify the Terminal for any liability or loss resulting from the Terminal making delivery in conformity with this provision.
  5. The Terminal cannot be held liable for loss or damage of Ship and/or Cargo and/or Container, equipment, other means of transport, unless the Customer has provided the Terminal written notice of claim of such damage or loss. This notice must, in case of visible damage or loss, be given before the departure of the Ship or removal of the Cargo from the Terminal into the custody of the party entitled to the delivery thereof, and the Terminal must be given the time and opportunity to inspect such damage or loss before the departure of Ship or Cargo. In case the damage or loss is not visible at the time of departure of the Ship or Cargo, the notice of claim must be received by the Terminal within three days after discovery of such a loss or damage, or on the date on which the loss or damage should with reasonable diligence have been discovered if this is sooner.  The Terminal must be given the opportunity to inspect the loss or damage.  The terminal cannot be held liable for the loss or damage if it cannot be proved with certainty that it is responsible for such loss or damage.
  6. The Terminal shall be relieved of any liability in case legal proceedings are not commenced and served upon the Terminal within 12 months of the loss or damage occurring, unless the applicable legislation includes a shorter term.
  7. (a) The Terminal shall have a lien (the term ‘lien’ will also be deemed to include a right of pledge or “pandrecht” according to Belgian and Dutch law and/or right of retention) on the Cargo, the Containers and any documents relating thereto for all sums whatsoever due at any time by the Customer to the Terminal (including sums in respect of previous transactions, on general account or otherwise), including but not limited to damages for breach of contract and other unliquidated claims, costs, expenses, interests, costs in exercising and maintaining the lien or selling the Cargo/Containers, liabilities and all previously unsatisfied debts whatsoever.

(b) The Terminal reserves the right, in accordance with article 1948 of the (Old) Civil Code, and/or articles 73-76 of the Pledge Law (Law 11th July 2013) and article 58 of Book III, Title XVII, chapter III of the (New) Civil Code, to refuse the release of any goods and/or containers entrusted to the Terminal by the Customer, until full settlement of all sums due by the Customer to the Terminal, regardless of whether these amounts pertain directly to the Goods withheld.

(c) The Customer guarantees the Terminal that the Customer has the authority to dispose of the Goods, including but not limited to the authority to vest a mover’s lien (“retentierecht”) on the Goods. If the Terminal decides to apply present clause, it will automatically and without notification to the Customer, obtain a preferential pledge as mentioned in clause B.23(d) hereunder, this in accordance with article 76 of the Pledge Law.

(d)  The Customer grants the Terminal an irrevocable, preferential pledge on any current or future Goods entrusted to the Terminal by the Customer, for all sums due by the Customer to the Terminal, including the authority to repledge the Goods, regardless of whether these amounts pertain directly to the pledged Goods, and including any interests, (liquidated or other) damages or other (enforcement) costs, up to a maximum amount of EUR 1,000,000.  Furthermore, the Customer grants the Terminal a special power of attorney to register the pledge on certain current or future Goods that have been or will be entrusted to the Terminal by the Customer, in the Belgian pledge register, if the Terminal deems this necessary.  Therefore, the Customer will provide the necessary cooperation to the Terminal, including but not limited to the signature of the necessary documents, upon first request by the Terminal.  Finally, the Customer guarantees the Terminal that the Customer has the authority to dispose of the Goods in accordance with article 6 of the Pledge Law, including but not limited to the authority to vest a pledge (“Pandrecht”) on the Goods.

(e)  As such, the Terminal shall be entitled (and the Customer hereby authorizes the Terminal) to sell all or any of the Goods by public auction or private treaty, this without the necessity of first obtaining a court order or the need to notify the Customer thereof and without any liability towards the Customer. The net proceeds of any such sale, after deducting therefrom all costs, charges and expenses (including legal expenses, third party expenses and court expenses) incurred by the Terminal, shall be applied in reduction or discharge as the case may be, of the Customer’s obligations to the Terminal in respect of such Goods without prejudice to the Terminal’s rights to recover from the Customer any balance which may remain owing to the Terminal after the exercise of such rights. Should the total amount collected by the Terminal, minus all costs, charges and expenses incurred by the Terminal in respect thereof, exceed the full amount of the Customer’s obligations to the Terminal, the Terminal shall refund such excess to the Customer. In the event that the Goods are destroyed or otherwise disposed of, the Customer shall also indemnify the Terminal against all expenses, fees and other costs incurred by the Customer or any third party.

  1. If the Terminal carries out an instruction, requested by the Customer or any organisation mandated by law to request so, to open the doors of a Container or to unpack a Container for any purpose whatsoever, this shall be at the sole risk and responsibility of the Customer and the Terminal shall not be liable in any way for any deterioration of the contents of the Container or for contamination to other Goods by reason of such deterioration. The Customer shall provide appropriate instructions to the Terminal to ensure compliance with the rules and regulations of customs for opening and unpacking of any Container. Subsequent to the initial opening of the Container or the unpacking of a Container and/or Cargo, the Terminal may (but is under no obligation to do so) close, reconnect, or connect to a power supply (in the case of a reefer Container), repack or otherwise deal with any such Container and/or its contents at the request of and at the sole cost and expense of the Customer or its agent or any such authority as may have jurisdiction.
  2. The interchange of messages between the Terminal and the Customer may take place via EDI (Electronic Data Interchange), which must then be carried out in accordance with the internationally applicable messaging standards and recommendations.
  3. Unless agreed explicitly and in writing with the Customer, the Terminal shall never insure the Containers, the Cargo or other contents of the Containers. The parties and their respective insurers shall mutually renounce redress for all damage resulting from fire, explosion, stroke of lightning and the impact of aircrafts. The Customer himself shall be responsible for cleaning and removing the goods which have been damaged by fire.
  4. All costs arising from government decisions and all claims which governments have or think they have towards the Terminal, and all costs which the Terminal will have to pay to protect itself from this type of claims, shall be borne by the Customer.
  5. The Invoiced Party shall pay the Terminal’s invoices within 30 (thirty) days after invoice date. Each invoice that is not paid by its due date, will automatically and without notice, generate a conventional late payment interest calculated at the rate of the Belgian Law of August 2, 2002 on the Late Payment in Commercial Transactions, which is capitalized annually. For the calculation of these interests, each commenced month will be considered as a whole month. In addition, the Customer will also be due a lump sum compensation that is set at 10% of the outstanding invoice amounts (even if partially paid) with a minimum of 250 euros, and even in case deferred payment is allowed by the Terminal. The parties expressly agree that this compensation is a lump sum which cannot be modified. In further addition, the Customer will bear all court costs and enforcement fees. The foregoing does not affect the right of the Terminal to claim higher compensation if its proven damage is greater. In the event of non-payment of an invoice by its due date, all invoices, even those of which the payment term has not yet elapsed, will become automatically and immediately due and without notice. Subject to prior and written approval by the Terminal, the Customer is not entitled to compensate its own invoices or claims with the outstanding invoices payable to the Terminal.
  6. These Conditions are governed by the laws of Belgium and all disputes and claims arising hereunder shall be submitted to the exclusive jurisdiction of the commercial courts of Ghent, department Brugge.
  7. If any provision of these Conditions is held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to that provision. The validity of the remaining provisions will be unaffected, and the Conditions will apply as if the invalid or unenforceable provision had not been included.

 

Warehousing Terms & Conditions

 

1. Definitions

 

1.1. “Terms and conditions” (T&C) mean CSP Zeebrugge Terminal’s Terms and Conditions (T&C) which apply to every contract with the Terminal, and are therefore also known, accepted and recognized by the Customer as being exclusively applicable to present agreement. These T&C are publicly available online at https://cspterminals.be/home/terms-conditions/. These T&C shall always apply, except in case alternative or different provisions are incorporated into present agreement, in which case the provisions of present agreement shall prevail.

1.2. “Terminal”: CSP Zeebrugge Terminal NV – the provider of warehousing services under present warehousing services agreement, as defined under article A.1 of the applicable T&C.

1.3. “Warehouse”: any area used by the Terminal at which warehousing services take place, irrespective of whether it is covered or uncovered.

1.4. “Warehousing services”: one or more of the following operations: means all services provided by the Company including, but not restricted to packing, unpacking, palletizing or de-palletizing, consolidating, sorting, storing, (whether in the open or otherwise) loading, unloading, warehousing, transporting or other handling of goods and the providing of advice and information relating thereto.

1.5. “Customer”: the party entering into present warehousing services agreement, defined under article A.2 of the T&C.

1.6. Goods: means any Goods of whatsoever nature handled, transported or dealt with by or on behalf of or at the instance of the Customer or which come under the control of the Customer or its agents, servants or nominees on the instructions of the Customer, and includes any type of container, ancillary equipment, breakbulk cargo, cargo, vehicle or carrying equipment as defined under articles A.4-A.10 of the applicable T&C.

1.7. “Owner” means the owner of the Goods and any other person who has any risk in and to the Goods and any person who acquires any other interest, financial or otherwise, therein and to whom Warehousing Services are provided;

2. Scope of the agreement

 

2.1. The Terminal grants the Customer a right of use to a part of its warehousing area, for a period of time and according to the agreed rate contract. A warehousing services agreement entered into for a specified duration will expire once that period has elapsed, unless otherwise agreed by the Parties in writing. If a warehousing services agreement is entered into for an indefinite duration, the Parties will be entitled to terminate the contract observing a three-month notice period, unless a different notice period has been agreed in writing. Notice of cancellation must be made by recorded-delivery mail or registered post.

2.2. The parties expressly agree that the present agreement only grants the right to use the space made available as storage area, as stipulated by Article 18 § 1, paragraph 2.9° of the VAT Code, and does not constitute or imply the rental of a used space in the sense of Article 1719, 3° Old Civil Code. Nor can the current agreement be regarded as a commercial lease within the meaning of the Law of April 30, 1951, as included in the Civil Code under Book III, Title VIII, Chapter II, Section 2. The Terminal shall not be liable as a bailee or depositee, and in any case the liability of the Terminal shall not exceed the limits as determined under any and all clauses which apply to present agreement and its annexes.

3. Customer’s undertakings

 

3.1. The Customer warrants at his own liability and expense that:

3.1.1. It is either the Owner, or the authorized agent of the Owner, sender, shipper or consignee of any Goods, or holder of any Holding Certificate, in respect of which the Customer instructs the Terminal and that each such person is bound by present agreement and the T&C. In the event that this turns out not to be the case, the Customer shall indemnify the Terminal in full against all and any liability that the Terminal shall incur to such person;

3.1.2.  All information and instructions supplied or to be supplied to the Terminal are accurate, timely, true and comprehensive. In particular, the Customer will advise the Terminal in advance writing of:

  • the correct and precise description and identification of the Goods, including its type, quantity/volume, weight, mass, condition and, if applicable, hazard
  • all agreements, instructions and arrangements relating to the protection, storage, custody and handling of the Goods, and the performance of the assignment in
  • all instructions concerning the protection of the appointed persons.
  • where applicable (and subject to the Terminal’s acceptance) the correct temperature at which the Goods are made available and need to be stored. The Terminal reserves the right to refuse acceptance or to suspend its services in case of non-compliant temperatures.

3.1.3.  Unless it is customary to leave the Goods unpacked, the Goods will be properly, adequately and appropriately prepared and packed, stowed, labelled and marked, and are capable of withstanding the normal hazards inherent to the Warehousing Services;

3.1.4.  The Goods are accompanied by all necessary and correctly completed documents and/or accompanying advice. Should Goods be subject to customs and excise regulations, to any other taxes and/or associated governmental regulations (for example agricultural levies), the Customer must always provide all the necessary information to the Terminal. Unless specific instructions to the contrary have been given and accepted by the Terminal, the Terminal is only required to check weights, the number of packages and the description of the Goods, this only where it can be visually verified. The Customer will fully indemnify the Terminal at its first request against any and all fines, costs or damages resulting from incorrectly or insufficiently provided documents and/or accompanying advices, as well as against any damage and/or loss, costs and expenditure which is claimed from the Terminal in cases where, under Community or national laws and regulations, the Terminal is under any personal and/or joint liability for the payment of settlement of customs duties and/or other taxes, fines, interests and costs.

3.1.5.  That, in case Goods must be stored at/in a closed or open customs repository (e.g. bonded warehouse), the Goods will always be identified accurately and clearly by the Customer so that any and all confusion regarding their identification, storage or manipulation can be avoided.

3.1.6.  That, where Goods are carried in or on Containers, trailers, flats, tilts, railway wagons, tanks, igloos or any other unit load devices specifically construed for their carriage by land, sea or air (each such device hereinafter referred to as “the transport unit”), then save where the Terminal has been given and has accepted specific written instructions to load the transport unit:

  • the transport unit has been properly and competently loaded and stowed;
  • the Goods are properly fastened if necessary and suitable for carriage in or on the transport unit;
  • the transport unit itself is in a suitable condition to carry the Goods and complies with the requirements of all relevant transport authorities and carriers.
  • The transport unit is capable of withstanding normal Terminal activities such as (block) stacking, shunting, opening/closing, stripping or stuffing.

3.1.7. That it shall provide appropriate instructions to the Terminal to ensure compliance with the rules and regulations of customs for opening and unpacking of any Goods.

3.2. The Customer is responsible to ensure that the Goods are fully insured against all damage and risks involved with the Warehousing Services.

The Terminal shall have no obligation whatsoever to obtain any form of insurance cover on behalf of the Customer in respect of the Goods, except in case the Customer timeously and in writing instructs it to place a specifically defined insurance cover.  Such insurance will then be subject to all exceptions and conditions as may be imposed by the insurance company or underwriter taking the risk, and the Terminal shall not be obliged to obtain separate cover for any risks so excluded. Unless otherwise agreed in writing, the Terminal shall not be under any obligation to obtain separate insurance in respect of separate consignments but may insure all or any of such consignments under any open or general policy held by the Terminal from time to time.

Should any insurer dispute its liability in terms of any insurance policy in respect of any Goods, the Customer concerned shall have recourse against such insurer only and the Terminal shall not bear any responsibility or liability whatsoever in relation thereto, notwithstanding that the premium paid on such policy may differ from the amount paid by the Customer to the Terminal in respect thereof. Insofar as the Terminal agrees to arrange insurance, the Terminal acts solely as agent for and on behalf of the Customer.

Subject to the above, the Parties and respective insurers shall mutually renounce redress for all damage resulting from fire, explosion, stroke of lightning and the impact of aircrafts. The Customer himself shall be responsible for cleaning and removing the Goods which have been damaged by fire.

3.3. The Customer shall obtain in advance the Terminal’s explicit written consent to accept into its possession or control any Goods, including radio-active materials, which are or may become perishable, dangerous, inflammable or noxious, or which by their nature may injure, damage, taint or contaminate, or in any way whatsoever adversely affect any person, Goods or property, including Goods likely to harbor or attract vermin or other pests, or any Goods defined as hazardous and/or dangerous or so classified in the IMDG Code or any other code or regulations of, or published by, any National or International Authority or Organization. The Customer warrants that such Goods, or the case, crate, box, drum canister, tank, flat, pallet, package or other holder or covering of such Goods will comply with any applicable laws, regulations or requirement of any authority or carrier and that the nature and characteristics of such Goods and all other data required by such laws, regulations or requirements will be prominently and clearly marked on the outside cover of such Goods.

3.4. If any Goods delivered to the Terminal, whether or not in breach of the provisions of clause 3.3. above, become (at the sole discretion of the Terminal) a risk to other Goods, property, life or health, then the Terminal may arrange for the Goods to be destroyed, disposed of, abandoned or rendered harmless or otherwise dealt with. Such action by the Terminal shall be at the risk and expense of the Customer who shall indemnify the Terminal accordingly. The Terminal shall not be liable for any compensation to the Customer or any other party, this without prejudice to the Terminal’s right to recover its charges and/or fees including the costs of such destruction, disposal, abandonment or rendering harmless or other dealing with the Goods. The Customer will indemnify the Terminal against all loss, liability or damage caused to the Terminal as a result of the tender of such Goods to the Terminal.

3.5. The Customer further warrants and undertakes to the terminal that it will procure that it shall deliver and collect the Goods by the agreed time and date agreed or, if no such time and date have been agreed, within 24 hours from notification by the Terminal.  The Customer will be liable for all prejudice and (extra) costs accruing if the Goods are not delivered/collected properly at the due time. The Customer will indemnify the Terminal against any claims lodged by third parties against the Terminal in this regard. In addition, the Customer shall indemnify and hold harmless the Terminal in respect of any loss, damage, liability, costs, and expense arising directly or indirectly from the failure by the Customer to deliver or collect the Goods at the agreed times (including but not limited to the Terminal’s lack of storage capacity as a result thereof).

3.6. The Customer is entitled to inspect the storage location in advance for its suitability for the intended purposes. Failing any such inspection, prior remarks or a substantiated notification of a special condition, the Customer agrees and accepts that the Warehouse is suitable for his needs and expectations, and he is satisfied with the level of quality and fencing, protection and surveillance.

3.7. The Customer will safeguard and indemnify the Terminal against all claims, irrespective of their nature, that may be lodged by third parties against the Terminal and which are the consequence of failure by the Customer, or by persons engaged by the Customer, to comply with the arrangements and instructions specified in this clause.

4. Terminal’s undertakings

 

4.1. The Terminal shall carry out the assignment to the best of its abilities and in conformity with the customs, usages and regulations of the port. Under no circumstance is the Terminal obliged to guarantee a specific result.  The Terminal makes no warranties and representations to the Customer, save as may be specifically provided herein or as notified in writing by the Terminal to the Customer from time to time.

4.2. The Terminal shall implement all necessary measures to comply with international and domestic rules and regulations relating to security, including the International Ship and Port Facility Security Code forming part of the Safety of Life at Sea Convention (SOLAS) of the International Maritime Organization (“ISPS Code”). In addition, the Terminal confirms it is an ISPS certified facility and that it will maintain such status for the duration of this Agreement.

4.3. All Warehousing Services provided by the Terminal by or on behalf of or at the request of the Customer and/or Owner is provided at the sole risk of the Customer and/or Owner. The Customer indemnifies the Terminal against any claim which might be brought against the Terminal, howsoever arising, whether by breach of contract, negligence, gross negligence, tort or otherwise by the Terminal, any Customer and/or Owner or any other third party. The Terminal shall only be liable in case of proven and intentional breach committed by itself or on its behalf, as a result of which the Goods are lost or damaged.

Under no circumstances may the Terminal be held liable for any loss or damage to the Goods then under the conditions of present Agreement and – subject to the terms of present Agreement – the T&C.

4.4. In providing the Warehousing services, the Goods may be warehoused or otherwise held at any place as determined by the Terminal in its absolute discretion. Except in case of specific and timely storage instructions to the contrary from the Customer, the Terminal is entitled to store the Goods in open and uncovered (not weather protected) areas. The Customer accepts and exonerates the terminal for all risks inherent to the storage of Goods by the Terminal on an open-air compound in an industrial environment and will ensure proper cargo insurance for this.

4.5. In the absence of specific and correct instructions given timeously in writing by the Customer to the Company, it shall be in the reasonable discretion of the Company to:

4.5.1. refuse or suspend the provision of its services under present agreement until the required instructions are received.

4.5.2. decide at what time to perform or to procure the performance of any or all of the acts which may be necessary or requisite for the discharge of its obligations to the Customer

4.5.3. to determine the means and procedure to be followed by it in performing all or any of the acts or services it has agreed to perform

4.6. In normal circumstances, Goods will be attended to in the sequence in which they arrive at the loading/unloading location and in the order as determined by the Terminal at its sole discretion.

The Terminal reserves the right to revise that sequence if they reasonably consider it necessary to deviate from a strict ‘first-come, first-served’ approach in order to satisfy the requirements and/or instructions of Customs, the Federal Agency for Food Chain Safety (FAVV) or other authorities, or if special regulations need to be imposed in the interests of smooth handling of Goods, or if, judged by criteria of reasonableness and equitableness, or there are other good reasons to do so.

4.7. The Terminal is not obliged to pay or reimburse demurrage or detention charges or any other costs, nor to compensate time losses or offer any other compensation for delays or interruptions relating to any operations performed by the Terminal for any reason whatsoever.

4.8. Unless otherwise agreed, all operations to be performed by the Terminal regarding the Goods will normally take place on working days (not Saturdays, Sundays or public holidays), and at times during which the Warehouse will be open.

If, however, owing to governmental instructions or measures, unforeseen circumstances, or in the best interests of the goods or the Customer, operations need to be performed at times other than those cited above, the Terminal will be authorized to carry out those operations outside normal working hours, if necessary, without prior consultation of the Customer.

All additional costs arising as a result of arranging operations outside normal working hours, also upon the Customer’s request, will be for the account of the Customer.

4.9. Notwithstanding anything to the contrary herein contained, if at any time the Terminal should consider it to be in the Customer’s interests or for the public good to depart from any of the Customer’s instructions, the Terminal shall be entitled to do so and shall not incur any liability in consequence of doing so.

4.10. If events or circumstances come to the attention of the Terminal, its agents, servants, or nominees which, in the opinion of the Terminal, make it in wholly or partly impossible or impracticable to comply with the Customer’s instructions, the Terminal shall take reasonable steps to inform the Customer of such events or circumstances and to seek further instructions. If such further instructions in writing are received by the Terminal in time, it shall, at its sole discretion, be entitled to detain, return, store, sell, abandon, or destroy all or part of the Goods concerned at the risk and expense of the Customer.

5. Inspection of the goods

 

5.1. Where it is necessary for an examination to be held or other action to be taken by the Terminal in respect of the condition or any discrepancy in the Goods provided by or on behalf of the Customer, no responsibility or liability shall attach to the Terminal for any failure to hold such examination or to take any other action unless the Terminal has been timeously advised by the Customer that such Goods require prior examination, and such examination is deemed possible by the Terminal. In the absence of any inspection prior to the handing over of the Goods, the Terminal shall be deemed to have returned the Goods to the Customer in the same quantity and condition as they were received.

5.2. The Terminal will not be responsible for examining or counting any Goods received by it where such Goods are bundled, palletized or packed in any manner such that their number cannot be quickly and easily counted. Should the Terminal undertake to examine or count Goods so received, it shall incur no liability in respect of any error or inaccuracy in such inspecting or counting, whether such error or inaccuracy is the result of negligence on the part of the Terminal or otherwise. The Terminal shall be entitled to levy a charge on the Customer in such circumstances.

5.3. The Terminal shall not be responsible for checking container, trailer or cargo seals or seal numbers and shall not be required by the Customer to carry out any seal check or to note seal numbers on any document at any time whatsoever. Where seal numbers are noted for whatever reason by the Terminal then, notwithstanding anything to the contrary in these Conditions, no representation whatsoever is made by the Terminal as to the accuracy of the number noted nor to the condition of the seal. Also, no representation is made by the Terminal as to the condition of the container nor its contents.

5.4. Unless otherwise agreed between the Parties in writing, it is also the duty and the sole responsibility of the Customer to inspect the Goods immediately upon collection thereof from the Terminal.

5.5. Subject to clauses 5.1.-5.3 above, the Customer is obliged to lodge a detailed and substantiated complaint in writing to the Terminal at the latest on the collection of the Goods in accordance with clause 6.1. below, failing which all liability on the Terminal’s part shall lapse.

6. Collection of the goods

 

6.1. The Customer, consignee or any other party nominated by the Customer is obliged to collect and retrieve the Goods at the agreed times, and in any case no later than the last day of the contract period, and after payment of all sums owing to the Terminal, regardless of their nature.

If, subject to the above payment, delivery of any Goods is not accepted by or on behalf of the Customer, at the appropriate time and place, then the Terminal shall be entitled to (further) store the Goods or any part thereof, or alternatively to remove the Goods from storage and move them to another location at its choice, this at the risk and expense of the Customer

In addition to clause 3.5 above, the Terminal shall be entitled to suspend the performance of its obligations in whole or in part, and/or to utilize and execute its lien, and/or to claim any costs or damage whatsoever resulting from the inability to perform or execute its engagements either to the Customer or any third party relating to the storage, handling or movement of other Goods due to the lack of Warehousing space at any time caused as a result thereof.

6.2. Without limiting or affecting any other terms or rights of the Terminal, Goods (whether perishable or otherwise) in the care, custody or control of the Terminal may at the Customer’s expense be sold by private treaty or public auction or otherwise disposed of by the Terminal, in its sole discretion, without notice to the Customer, Owner or consignee, if:

6.2.1. such Goods have begun to deteriorate or are likely to deteriorate;

6.2.2. such Goods are insufficiently addressed or marked;

6.2.3. the Customer cannot be identified;

6.2.4. the Goods have not been collected or accepted by the Customer, consignee or any other person nominated by the Customer after the expiration of 14 days from the Terminal notifying the Customer in writing to collect or accept such Goods. In case the Terminal has no address of the Customer, such notice period shall not be necessary, and payment or tender of the net proceeds, if any, of the sale thereof after deduction of those charges and expenses incurred by the Company in respect thereof shall be equivalent to delivery of such Goods.

6.2.5. the Customer has failed to comply with any of the provisions of present Warehouse Servicing contract and/or its T&C.

6.3. In case of failure by the Customer, the consignee or any other party nominated by the Customer, to collect the Goods at the agreed times

7. Lien

 

Should any amount owing by the Customer to the Terminal, either in respect of matters referred to in clause 6.2 or for any reason whatsoever, become due and payable and/or remain unpaid at any time, or in the event that any Goods are not accepted for collection as under Clause 6.1 above, the Terminal shall have a lien and shall be entitled to execute its lien on the Goods in accordance with article B.23 of the T&C.

Furthermore, under such circumstances, the Terminal may suspend its contractual obligations and invoke the “exceptio non adimpleti contractus” (ENAC, meaning the Terminal’s “right not to perform the contract”).

8. Duties, taxes, levies and deposits

 

8.1. The Terminal will never be obliged to accept goods on which fees, taxes, duties, penalties and/or other charges or costs of any kind will be payable, unless an adequate security has been made on or for the Terminal’s account.

The Customer shall, in all instances, be liable for and make payment of any duties, taxes, imposts, levies, charges, deposits or costs of whatsoever nature levied by or payable to the authorities, intermediaries or other parties for or in connection with the Goods.  If, for any reason, the Terminal does incur any such claim, the Customer will fully safeguard and indemnify the Terminal.

8.2. The Terminal shall bear no liability in case there is a change in the rate of duty, wharfage, cargo dues, freight or any other tariff, before or after the performance by the Terminal of any act involving a less favorable rate or tariff or by virtue of the fact that a saving might have been done in some other way had any act been performed at a different time.

9. Terminal access and traffic

 

9.1. Solely by entering the area of the Terminal, the Customer accepts explicitly – in its own name and for account of its employees, suppliers and subcontractors – the regulations, guidelines and notices, which are effective on the terminal area and which exempt the Terminal of all liability for damage in case of accidents concerning persons, goods and vehicles, which occur on the terminal area, outside the scope of the present contract.

All persons and vehicles entering the areas used by the Terminal will do so at their own risk. Under no circumstances will the Terminal be held liable for any loss or damage suffered as a result thereof.

9.2. Access to the Warehouse will only be granted by the Terminal or persons engaged on their behalf by means of a prior written consent, and only during the Terminal’s normal opening hours. When visiting the Warehouse, the Customer or its representatives must always report first to the Terminal’s management.

10. Termination

 

10.1. The Terminal has the right to terminate present Agreement 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 to the Customer, in the following cases:

10.1.1. If the Customer fails to comply with any of its obligations, either under present Agreement, its T&C, or under any other obligations towards the Terminal.

10.1.2. If the Customer is found to be in breach of any provision contained in the Terminal’s Code of Ethics, which are available on its website under the following URL: https://cspterminals.be/home/code-of-ethics/ The Customer declares to have knowledge of this Code of Ethics and declares that it shall adhere thereto.

10.1.3. 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) or applies for a judicial settlement (“gerechtelijk akkoord”) or if any other collective measure intended to protect the Customer from its creditors is applied for or taken; or

10.1.4. If there is a change in control over the Customer. For the purposes of present clause, control means, in relation to a party, where a person (or persons acting in concert) has, or has a right to acquire, by equity ownership, contract or otherwise, (i) control over the affairs of that party; (ii) 50% of more of the total issued shares and/or 50% of more of the voting rights of that party; and/or (iii) control of the appointment of 50% or more of the members of the board of directors or similar governing body of that party. A change in control occurs inter alia (i) when person(s) that held control previously, no longer holds control; (ii) when person(s) that did not hold control previously, acquire control; and (iii) when persons that previously held control acting in concert, no longer act in concert.

In any of the aforementioned cases, all sums payable by the Customer that are not yet due will become due ipso jure and without prior demand or notice. In the aforementioned cases, the Terminal also has the right to suspend the performance of its obligations in whole or in part, and/or to utilize and execute its lien.

10.2. In case of termination or suspension in accordance with the previous clause, the Terminal will never be liable for any kind of damages. The Customer will indemnify and hold harmless the Terminal for any damage resulting from or in connection with the termination or suspension.

11. Claims and disputes

 

11.1. Notwithstanding the previous provisions, any claim against the Terminal will lapse one calendar year after the collection of the Goods in accordance with clause 6.1. above, or the discovery of damage or deficiency, or the invoice date, whichever date is the earliest, unless a shorter time-limit is fixed by law.

11.2. Present Agreement, its T&C, and any agreement between the Customer and the Terminal will be governed by and construed in accordance with Belgian law. Any litigation between the parties will be submitted to the exclusive jurisdiction of the enterprise courts of Ghent, department Brugge, Belgium.

12. Confidentiality & GDPR

 

12.1. The following information will be considered confidential: (i) the existence, subject matter and content of this Agreement, offer or other document to which present Agreement and its T&C are applicable and (ii) any information (in whichever form, whether about the Terminal or any other subject) that is obtained by the Customer as a result of its interactions and engagements with the Terminal, including but not limited to the agreed rates and charges.

12.2. The Customer will treat the information referred to in clause 12.1 as confidential, and will not disclose this information or any part of it without the explicit prior written consent of the Terminal. The Customer will procure (“zich sterk maken”) that its affiliated companies and the directors, employees, officers and advisors of itself and of its affiliated companies will comply with this obligation.

12.3. Parties recognize and accept that if a party processes personal data as defined in Regulation EU 2016/679 of the European Parliament and the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the ‘GDPR’) relating to any of the other Party’s directors, employees, contractors or agents, independent contractors or agents of the other party, it shall do so in strict adherence to the GDPR. Furthermore, both Parties warrant and undertake that they will duly observe all relevant obligations imposed upon it by applicable data protection laws, regulations and best practices in this respect, whereby the GDPR shall be considered the lowest standard. The Customer shall in any case adhere to the Privacy Policy & GDPR rules of the Terminal, which are available on its website under the following URL: https://cspterminals.be/privacy-policy/

12.4. The disclosure by Customer of confidential information and personal data to third parties, by whatever means, shall be prohibited, except where it is imposed by, or by virtue of, the law, or in case the prior written and informed approval has been obtained from the Terminal. Customer shall ensure that all its staff and persons authorized to process personal data have committed themselves to obligations of confidentiality no less onerous than those set out in present clause, or are under an appropriate legal, contractual or statutory obligation of confidentiality.

12.5. The confidentiality obligations under present article shall survive the expiration or termination of this Agreement, without limitation in time.

13. Additional services

 

If and insofar additional services are rendered to the Customer by or on behalf of the Terminal, equipment and personnel shall be made available on the standard conditions and rates of the Terminal. Costs for additional services shall be invoiced separately and shall not be part of the rates and charges invoiced under present agreement, unless otherwise and expressly agreed in advance.

14. Miscellaneous

 

14.1. If one or more of the provisions of present Agreement, its Annexes and/or its T&C is declared to be invalid, illegal or unenforceable by law, such invalidity, illegality of unenforceability will not in any way affect the remaining provisions. In this event, the Customer and the Terminal will use their best endeavors and good faith to immediately negotiate a provision that replaces the invalid, illegal or unenforceable provision in order to make it consistent with the purpose and intent of the Agreement.

14.2. Notwithstanding the provisions of any legislation or other law regulating electronic communications and transactions, the Terminal shall only be deemed to have received electronic data and/or messages when such electronic data and/or messages have been retrieved, processed and read by the addressee.

14.3. The Customer may not assign its rights or obligations under these Conditions and/or any agreement to which these Conditions apply (by merger, split-up, contribution of a universality or a branch of activities, transfer of a universality or a branch of activities or any similar corporate restructuring, either under Belgian law or any other law) without the Terminal’s prior written consent. The Terminal reserves the right to assign its rights or obligations under these Conditions and/or any agreement to which these Conditions apply to any affiliated company or third party, and to appoint sub-contractors to perform all or any part of its duties.

14.4. The relationship between the Parties will in no event be considered as a partnership, a joint venture or any other association between the Parties, nor will one Party be considered as the agent or employee of the other.

14.5. All offers made by the Terminal are non-committal, unless explicitly indicated otherwise. The Terminal is only bound by an order after such order has been expressly confirmed in writing by itself.

Special terms for handling and storage of new/used commercial vehicles

  1. The Customer has duly examined the properties and characteristics of the premises of the Terminal, and agrees and accepts that these are suitable for his needs and expectations for vehicle handling and storage purposes. The Customer is satisfied with the level and quality of fencing, protection and surveillance. The Customer accepts and exonerates the Terminal for all risks inherent to storage of unpacked vehicle on an open-air compound, in an industrial environment and will take out proper cargo insurance. The Terminal accepts no liability for deterioration of paint and/or wax- or wrap guard protection.
  2. The Goods (vehicles) shall be transported and delivered by or on behalf of the Customer to the (open quay) area designated by the Terminal (‘first point of rest’) at the costs and risks of the Customer.
  3. (Containers) The Terminal has no liability for cosmetical damages and ordinary wear and tear inherent to container handling. The Customer agrees that containers can be block stacked at the sole responsibility of the Customer. The Customer is aware of and allows the Terminal to load / move / discharge containers in “double-stacked-modus”, and agrees this is customary terminal practice.

(Trailers / flatracks): The Customer warrants that the lashing and securing of Goods within the trailers/flatracks shall be adequate and suitable for both road and sea transport, and shall comply with the due diligence principles for the intended transport modus, and all national and international applicable regulations.

(ro/ro Goods): The Customer shall drive and deliver the vehicles to the area designated by the Terminal.

  1. As foreseen in clauses 3.1.4, 3.1.5 and 3.1.7. of the main terms of present agreement, and in clauses B.9 and B.10 (i)(i) of the T&C, the Customer remains fully responsible for the completion and regularization of all custom formalities, as well as for the fulfilment of any and all instructions from custom or other authorities, regarding any and all vehicles which are presented to the Terminal for processing under present agreement. As such, the Terminal shall be fully entitled to consider any release or pick-up order as a definite confirmation by the Customer that all required legal and customs formalities have been fulfilled, and the vehicle is therefore free to leave the Terminal.

A. Specific clauses related to incoming Goods

 

  1. Under incoming Goods is to be understood all stuffed containers (including flatracks), tilts, railway wagons, trailers and other equipment containing vehicles, and/or the vehicles itself, which are delivered by the Customer to the Terminal for stripping and storage by the Terminal prior to their collection by the Customer or any person or entity appointed and designated by the Customer.
  2. Upon their arrival at the Terminal, the Goods will be stripped by the Terminal, after which the Goods will be subjected to a third-party inspection/survey within one/two (working) days, carried out under instruction and expense of the Customer. In case damages are ascertained, the Terminal must be informed hereof immediately in order to allow a contradictory inspection thereof. In case no such inspection is held, the results thereof are not immediately communicated to the Terminal, and/or the Terminal was not provided with the possibility of a contradictory inspection, any and all possible damages and/or losses will be deemed to have occurred prior to the arrival at the Terminal.
  3. The Goods will subsequently be stored by the Terminal in attendance of their collection by the Customer or any person or entity appointed and designated by the Customer at the agreed time and place.

B. Specific clauses related to outbound Goods

 

  1. Under outbound Goods is to be understood all vehicles which are delivered by the Customer to the Terminal for storage and stuffing by the Terminal prior to their collection by the Customer or any person or entity appointed and designated by the Customer.
  2. Upon their arrival at the Terminal, the Goods will be subjected to a third-party inspection/survey within one/two (working) days, carried out under instruction and expense of the Customer. In case damages are ascertained, the Terminal must be informed hereof immediately in order to allow a contradictory inspection thereof. In case no such inspection is held, the results thereof are not immediately communicated to the Terminal, and/or the Terminal was not provided with the possibility of a contradictory inspection, any and all possible damages and/or losses will be deemed to have occurred prior to the arrival at the Terminal.
  3. The Goods will subsequently be stuffed and stored by the Terminal in attendance of their collection by the Customer or any person or entity appointed and designated by the Customer at the agreed time and place.

The Customer shall be liable to the Freight Forwarder and he shall indemnify him at his first request

  • against any damage and/or loss, costs and expenditure which is claimed from the Freight Forwarder in cases where, under Community or national laws and regulations, he is under any personal and/or joint and several liability for the payment or settlement of customs duties and/or other taxes.