Terms & Conditions

 

Part 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 shall mean and include any vessel 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 goods, 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.

Part 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. 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 other terms and conditions for the above-mentioned Services have expressly been agreed and stipulated in a prior and written contract between Terminal and Customer, in which case the latter shall prevail.
  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 and labelled and, if received in Containers, is properly stowed therein.

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

(d) 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, 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, 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 for any possible resulting damage, expenses and/or fines.
  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. 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. The Terminal shall have the right to sell the Cargo/Containers by public auction or private treaty, without notice to the Customer, at the Customer’s expense, and without any liability towards the Customer. This lien shall be in addition to any other remedy or cause of action allowed by law.
  8. 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.
  9. The interchange of messages between the Terminal and the Customer may take place via EDI (Electronic Data Interchange), which must then be effected in accordance with the internationally applicable messaging standards and recommendations.
  10. 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.
  11. 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.
  12. 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.
  13. 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.
  14. 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.

Part C – Invoicing and Payment

  1. The Invoiced Party shall pay the Terminal’s invoices within 30 (thirty) days after invoice date.
  2. If any undisputed sum is not paid within such period, the Line shall pay the Operator interest whether before or after judgment, at a rate equal to 3% above one-month LIBOR for the currency of the invoice, on the unpaid amount, from the end of the date payable period.
  3. Notwithstanding the foregoing, in case of dispute the Invoiced Party shall notify the Operator within ten (10) working days of the receipt of the invoice and the Operator shall issue a new invoice which shall be payable within 30 (thirty) days. The Operator and the Invoiced Party shall use their best efforts to resolve any dispute related an invoice in an amicable way

PART D – Terms & Conditions only Applicable to Breakbulk Cargo

  1. In case of Breakbulk Cargo, the terms and conditions mentioned under Part D of present Terms and Conditions hereunder, will be of application, this in addition to (and not in replacement of) the articles mentioned under Part A and B of present Terms and Conditions, which remain applicable at all times.
  2. These Terms and Conditions remain valid for running month + 3 months unless otherwise specified
  3. Payment conditions: “Cash against documents” unless otherwise agreed
  4. Price inclusions/exclusions
    1. The mentioned rates are valid for the listed Cargo only and on the Terminal’s location
    2. Includes heavy weight surcharge & the use of necessary equipment if not indicated otherwise
    3. All rates are excluding lashing/securing unless otherwise specified
    4. Unforeseen costs like delivery of materials etc. will be invoiced at cost with an extra 30% administrative charge.
    5. All rates are net and without VAT
    6. Total weight of flats cannot exceed limits set by shipping line. Any cost resulting from overweight, to be for customers account
    7. Rates are valid for dayshift only
      – 1st/2nd shift : +15 %
      – Nightshift: + 50 %
      – Saturday: 50 % on applicable shift rates
      – Sunday: 100 % on applicable shift rates
  5. if Cargo needs to be secured (lashed) for the transport on the terminal, the operator will charge 51€ per man / per hour + material on cost basis
  6. Additional shifting at Customers request: 71€/Hr., including driver
  7. Basis no special handling restrictions. (forklift – reachstacker) In case required, to be supplied by Customer
  8. Storage & handling
    1. Storage and handling of the Cargo is outside
    2. Free time for pieces that can be handled by Reachstacker: 7 days free of charge, days of discharge & reloading included
    3. Free time for piece that can be handled by Shore Crane only: upon request
    4. Storage per item per day: 39€
    5. Storage of Cargo on Mafi trailers: 50€/calendar day.
    6. Covering of the Cargo during storage with tarpaulin is available upon request
    7. Direct delivery of Cargo is subject to approval by all parties involved and only possible in case technically & practically feasible.
  9. Information to be provided
    1. This offer is based on the above-mentioned dimensions, known centre of gravity
    2. Fixed support as well as symmetrical liftin point, clearly marked
    3. In case of Dangerous cargoes (IMO) full details need to be included in the order. Alert to the Harbour Master is the responsibility of the Customer
    4. Detailed technical drawings and pictures needs to be supplied for all pieces more than 15 mts unit weight
    5. Cargo to be supplied with suitable lifting/lashing points, clearly marked with indication of centre of gravity
    6. Our reference number needs to be stated on the order
  10. The described Cargo is expected to be handled in one lot
  11. Special Conditions
    1. Container vessels always have priority over barge/trains for handling. The Terminal cannot be held responsible for waiting charges incurred
    2. Permission can be revoked due to operational requirements at any time without recourse to the Terminal
    3. Subject to technical feasibility and availability of dock labour
  12. Availability and release of equipment is in Shipping lines’ discretion and needs to be arranged by Customer & Line directly without mailto:zeebrugge.breakbulk@cspterminals.comintervention of the Terminal
  13. Orders for trucks need to be send latest 24 hrs. in advance, for barges 48 hrs in advance with intended hours of pickup/delivery
  14. Orders to be send to: zeebrugge.breakbulk@cspterminals.com