Terms and Conditions
Last Updated: Oct 22, 2018
In these conditions:
a. ‘Conditions’ – these terms and conditions of business.
b. ‘Provider’ – CrossBorder World Pte Ltd.
c. ‘Client’ – any person, firm or agent who accepts the services of the Provider.
d. ‘Customer’ – any recipient to which the Provider ships the Goods to. For the avoidance of doubt, the Provider does not have any contract with the Customer.
e. ‘Services’ – any services which the provider is to supply in accordance with the Conditions.
f. ‘Goods’ – the goods which are the subject of the Contract which are to be stored and serviced by the Provider at the Client’s request.
g. ‘Contract’ – any contract for the supply of the Services by the Provider to the Client in accordance with these Conditions.
h. ‘Demand’ – any action, award, claim or other legal recourse, complaint, cost, debt, demand, expense, fine, liability, loss, outgoing, penalty or proceeding.
i. ‘Provider’s Premises’ – all the locations (if more than one) that the Provider operates its business from.
j. ‘Force Majeure’ – an event beyond the reasonable control of the Provider including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Provider’s subcontractors.
2. AUTHORITY OF CONTRACT
The Client warrants that:
a. it is either the owner of the Goods or has lawful possession of the Goods and all right and authority to store them with the Provider and to direct the release and/or delivery of the Goods to Customer;
b. the Goods are properly marked and packed for storage and handling; and
c. all information provided by Client to Provider is true, accurate, and complete in all material respects.
3. QUOTATIONS AND TENDERS
Quotations and tenders by the Provider are valid for a period of 30 days from the date of quotation unless otherwise stated or agreed in writing.
4. CONTRACTUAL TERMS
a. The Contract is subject to the Conditions which take precedence over any terms and conditions of the Client unless otherwise agreed in writing. The Provider shall not be bound by any variation, waiver or addition to the Conditions unless confirmed by the Provider in writing.
b. The Provider shall not be bound by any oral warranty or representation given or made (or purported to be given or made) on behalf of itself unless confirmed by the Provider in writing.
c. The Provider reserves the right to amend the Conditions from time to time by giving one month’s notice. The latest version of the Conditions will be made available on the Provider’s website. If such amendments are not acceptable to the Client, it shall notify the Provider in writing within 2 weeks of the date of Provider’s notice.
d. The Client may cancel the Contract within one month notice periods described in 4.c. giving notice in writing, as per the agreed contract notice period. During this period any changes will not be in effect. The Provider warrants to the Client that the Services will be provided using reasonable care and skill.
a. All amounts payable by the Client under the Contract are exclusive of amounts in respect of GST and all other taxes and duties whatsoever which shall be payable by the Client at the applicable rate.
The Provider shall have the right to increase its prices to the Client:
i. with immediate effect to account for any alterations to the Services requested by the Client after the date of the Contract
ii. with immediate effect to account for increases in the Provider’s costs outside of their control (including but are not limited to costs external couriers, raw materials etc.); and
iii. by giving one month’s notice in writing for any other reason. If such increase is not acceptable to the Client, it may cancel the Contract within the one month notice period described above by giving the Provider the agreed notice in writing, as per the agreed contract notice period. During the period any changes will not be in effect. The Provider warrants to the Client that the Services will be provide using reasonable care and skill; and
b. for the avoidance of doubt, no Insurance for the Goods of any kind (including but not limited to insurance for consequential losses) is included in the price unless requested by the Client and agreed by the Provider in writing.
a. Where credit has been agreed: All invoices are payable in full, without discount of any kind, within 14 days of the invoice date unless otherwise agreed in writing.
b. Where no credit has been agreed: All invoices are payable immediately and/or a
deposit may be required in advance.
c. All payments must be made by Direct Debit or with agreement from the Provider
by electronic bank transfer. The Provider may make an administration charge and charge for any additional costs incurred in processing payments not made as above.
d. All payments to the Provider must be in Singapore Dollars.
e. The Client will not be entitled to make any deduction or claim any set-off or
withhold payment on any invoices.
f. The Provider reserves the right to charge costs and interest on late payments.
g. Where any invoice is over 30 days late, the Provider reserves the right to instruct a third party agency, or begin court action, to collect all outstanding amounts in which case any fees or costs incurred will be billed to the Client in addition to the
Late Payment of Commercial Debts interest and costs.
a. The Provider shall have on the Goods a particular lien as well as a general lien entitling it to retain the Goods as security for payment of all sums owed (whether due or not) from the Client on any account, whether directly relating to the Goods or not. Storage charges at the normal rate shall accrue on any Goods detained under a lien. The Provider may enforce this lien in accordance with Section 13(d) below, including, by selling all or any part of the Goods in accordance with applicable law.
b. The Client must continue to insure the Goods whilst under lien and the Provider will take no additional responsibility for damage or loss other than already set out in the Contract.
8. CLIENT UNDERTAKINGS
The Client undertakes to:
a. present the Goods for packing in such condition as not to cause damage or injury,
or the likelihood of damage or injury, to the property, employees or agents of the Provider or to the Customer;
b. obtain any necessary import licenses or permits necessary for the entry of the Goods into the territories in which they are to be shipped, and their delivery to the Provider;
c. be responsible for any customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation and delivery of the Goods;
d. comply with all laws and regulations affecting the manufacture, sale, packaging and labelling of the Goods from time to time in force;
e. ensure that all the Goods presented have been appropriately tested and approved as safe for all purposes for which the Goods are intended to be used;
f. inform the Provider in writing before the presentation of the Goods of any special precautions required by the nature, weight or condition of the Goods and any laws and regulations specific to the Goods with which the Provider will need to comply when storing, handling or shipping the Goods;
g. provide to the Provider with copies of all material safety datasheets relating to the Goods where they exist;
h. perform the additional undertakings as detailed in the Provider’s most recently published Service Level Agreement;
i. provide all necessary information to allow international customs clearance for Goods to be exported including but not limited to cost prices, sale prices, HS codes, customs descriptions, instructions, documents, licenses, authorizations and permissions;
j. be solely responsible for obtaining any necessary import licenses or permits; and
k. shall ensure that the bill of lading or other contract of carriage (i) identifies the Client as the named consignee, in care of the Provider, and (ii) does not identify the Provider as the consignee. If any Goods are shipped to the Provider naming Provider as named consignee, the Client shall promptly notify the carrier in writing that Provider is (i) the “in care of party” only and (ii) does not have any beneficial title or interest in the Goods. The Provider may refuse to accept any Goods tendered for storage in violation of this provision, and shall not be liable for any loss or damage to, or mis-consignment of, such Goods. Whether the Provider accepts or refuses goods shipped in violation of this Section, the Client agrees to indemnify and hold Provider harmless from all claims for transportation, storage, handling and other charges relating to such goods, including surcharges, undercharges, rail demurrage, truck/intermodal detention and other charges of any nature whatsoever, in each case excepting charges that the Provider explicitly
has agreed to undertake in writing.
9. DELIVERY & PERFORMANCE
a. Goods shall be deemed delivered to the Customer (and therefore no longer the responsibility of the Provider) when they are accepted by either the Client, an agent of the Client, the Customer or any carrier (who shall be the Client’s agent irrespective of who pays the carrier’s charges). The Provider will use all reasonable endeavors to package and have the Goods ready for dispatch by any date quoted by the Provider or requested by the Client or their agents, but time shall not be of the essence of the Contract
b. The Provider shall not be liable for any penalty, loss, injury, damage, costs or expense arising from any delay or failure in delivery or performance from any cause whatsoever
c. If the Client, their agents, or the Customer, fail to take delivery of the Goods or any part of them at the agreed time and date, or fail to provide documents or written instructions required to enable the Goods to be delivered, then the Client shall pay the Provider on demand for all costs and expenses incurred by the Provider including storage and all charges arising from its failure
d. The Provider has the right not to accept any deliveries of Goods or components that the Client has not previously advised of, including, without limitation, if the Goods tendered by the Client do not conform to the description provided to the Provider of the Goods at the time of any Contract
e. The Provider has the right to refuse delivery of any Goods or components that it deems unsafe or not in a suitable condition for storage or packing.
10. ONLINE SYSTEMS & REPORTING
a. The Provider will, subject to scheduled maintenance time, use its reasonable endeavors to ensure that order API is available at all times, and will take all reasonable precautions to ensure uptime is maintained, however uptime of the API is not guaranteed. The Client must therefore ensure that if the API is not available, any data requests will be stored by the Client and resubmitted later
b. The Provider will, subject to scheduled maintenance time, use its reasonable endeavors to ensure that the Client’s web portal is accessible at all times
c. While the Provider will use its reasonable endeavors to ensure data is correctly displayed on the Client’s web portal, it makes no warranty whatsoever in relation to the accuracy of such data. The Provider will not be held liable for any loss, delay or other costs resulting from decisions made by the Client on the basis of any data or report
11. WARRANTY & LOSS
a. Nothing in these Conditions shall limit or exclude the Provider’s liability for:
i. death or personal injury caused by its negligence, or the negligence of its
employees, agents or subcontractors;
ii. fraud or fraudulent misrepresentation.
b. Subject to clause 11 a.:
i. the Provider shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
ii. the Provider’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the lower amount of the total cost paid for the services, exclusive of postage and materials, in the previous 3 months or SGD5,000.
c. For the avoidance of doubt, the Provider shall have no liability whatsoever for any loss, damage, deterioration, delay, non-collection, non-delivery, mis-delivery, unauthorized delivery of any Goods or non-compliance with instructions caused by any agent (including all carriers regardless of who pays the carriers’ charges) of the Client
d. This clause 11 shall survive termination of the Contract
a. The Client will notify the Provider of any potential claim under the Contract giving full details of the potential claim including any details required by the Provider within 7 days of the earlier of:
i. the potential claim coming to the Client’s knowledge
ii. the Goods to which the potential claim relates being delivered by the Provider to the Customer and in any case no later than 60 days from dispatch
b. The Provider shall have reasonable time to investigate the claim and respond.
Where the potential claim relates to Goods which have been wrongly picked, damaged due to incorrect packing by the Provider or wrongly addressed, the Client must, wherever practicable and requested by the Provider, allow the safe collection of the relevant Goods by the Provider on an agreed date.
The Provider shall have the right (without affecting any other claim right or remedy against the Client) by notice in writing to terminate, with immediate effect, the Contract if the Client fails to make payment or otherwise defaults in any of its obligations under the Contact or any other contact or agreement with the Provider, or becomes insolvent, has a receiver appointed or is wound up, or enters into any arrangement with or for the benefit of its creditors, or the Provider bona fide believes that any such event may occur, then the Provider may suspend or terminate the supply of the Services or request payment in advance for the Services
The Client and the Provider shall each have the right to terminate the Contract by giving written notice as specified in the Contract notice period (as detailed in Section 4 of the Contract).
In the event of termination:
a. The Goods will be packed at the normal charge rate and a final invoice sent
covering all costs including any collection or final delivery costs and storage up until the Goods are collected
b. The Goods will not be made available for collection, or sent for delivery, until all
amounts due to the Provider by the Client (or the Clients agents or associates) are paid in full
c. The Goods must be collected within 7 days of any collection date agreed by the
parties and in any event within one month of the date of termination
d. Where any payment is overdue, the Provider will continue to charge storage charges and may, without prejudice to its other rights and remedies against the Client, notify the Client in writing that the Goods may be sold or otherwise disposed of at the Client’s entire risk and expense if such payment is not made within 21 days from the date of such notice. On expiry of the period, if such payment has not been made the Provider may sell or otherwise dispose of the Goods, in entirety or part, at the Client’s entire risk and expense by an appropriate method. Any proceeds of sale or disposal shall be remitted to the Client after deduction of all expenses and all amounts owed to the Provider
14. FORCE MAJEURE
a. The Provider shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
b. If the Force Majeure Event prevents the Provider from providing any of the Services for more than 2 weeks, the Provider shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Client.
a. For the avoidance of doubt the Provider may engage the services or employ any person or Provider in order to carry out any obligation it may have to the Client
b. The Contract, its subject matter and any information exchanged between the
Provider and the Client are confidential and shall not be disclosed or used for any unauthorized purpose
c. Any notice period required or permitted to be given by either party to the other
under the Contract shall be made in writing to the registered address or last known address of the other party. Proof of posting will not be taken as proof of receipt and so notices should be sent by recorded delivery. The notice period shall be deemed to be served on the working day that the notice was delivered, or the first working day after delivery if a weekend.
d. No waiver by the Provider of any breach of Contract by the Client shall be considered as waiver of any subsequent breach of the same or any other provision
e. If any provision of the Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected thereby.
16. GOVERNING LAW
The Contract and the Conditions shall be subject to Singapore Law and the parties agree to the exclusive jurisdiction of Singapore Courts in all matters.