1.1. These General Terms & Conditions (the “GT&Cs”) govern all present and future relations between Panasystem (the “Company”) and the Carrier (the “Contractor”) regarding the provision and/or organization of carriage, transportation and related logistics services. The Services include, without limitation, transportation of goods by road, sea, rail or any combination thereof (including intermodal and multimodal transport); loading and unloading operations; handling of transport documentation; execution of customs and transit documentation; coordination with terminals, ports, rail operators and warehouses; container handling and return; and any other actions necessary for the lawful, safe and timely delivery of Goods to destinations specified by the Company or its designated third parties. Each individual shipment instruction issued by the Company shall constitute a transport order (the “Order”) and shall form an integral and inseparable part of the contractual relationship governed exclusively by these GT&Cs.
1.2. The term “Goods” shall include any type of goods, commodity, material or product transported under these GT&Cs, including but not limited to industrial materials, raw materials, chemical products (including carbon black), metals, minerals, packaged goods, bulk goods, containerised Goods, palletised Goods and any other lawful goods. The Contractor confirms and warrants that it possesses the necessary professional competence; technical capability; trained personnel; operational systems; and regulatory compliance to transport such Goods safely and in full accordance with applicable laws and regulations; safety data sheets (SDS/MSDS); industry standards; and all instructions provided by the Company. The Contractor shall bear full responsibility for any failure to properly handle Goods according to their nature and characteristics.
1.3. The Contractor acknowledges that the Goods may be transported in various forms and transport units, including but not limited to big bags, small bags, pallets, containers, tank containers, silo trucks, bulk trailers or other equipment. The Contractor shall ensure that all transport equipment is fully compatible with the type of Goods; meets all technical, safety and regulatory requirements; is properly maintained and tested prior to loading; and is clean, dry, odour-free and free from any contamination or residues of previous cargo. Any failure of equipment suitability, including hidden defects, contamination or improper preparation, shall be deemed the sole responsibility of the Contractor.
1.4. Ownership of the Goods shall remain with the Company or with third parties designated by the Company at all times during transportation. The Contractor shall not acquire any ownership rights, possessory rights or economic interest in the Goods and shall act strictly as a custodian for transport purposes only; shall deliver the Goods strictly in accordance with the Company’s written instructions; shall not deviate from routes, delivery points or instructions without prior written consent; and shall not release, redirect, store, transship or otherwise dispose of the Goods without explicit authorization.
1.5. Under no circumstances shall the Contractor be entitled to retain the Goods; exercise any lien, right of retention or withholding; use the Goods as collateral; or offset any claims against the Company by holding the Goods. Any such action shall constitute a material breach and shall result in full liability of the Contractor for all resulting losses.
1.6. These GT&Cs shall apply exclusively and shall prevail over any and all terms and conditions of the Contractor, including those contained in transport documents; invoices; confirmations; tariffs; internal rules or standard terms of the Contractor. Any acceptance of services; payment of invoices; or continuation of cooperation shall not be deemed acceptance of any Contractor’s terms.
1.7. These GT&Cs shall apply globally in all countries and jurisdictions without exception and shall be in addition to any applicable legislation. To the maximum extent permitted by law, these GT&Cs shall prevail over any international conventions, including but not limited to CMR, Hague-Visby Rules, CIM and SMGS; any mandatory legal provisions shall apply only to the minimum extent required and shall not limit, reduce or exclude the Contractor’s obligations, duties of care or liability under these GT&Cs; and the Contractor expressly agrees that it shall not rely on any limitation of liability unless such limitation cannot be contractually excluded.