: means an entity that has a substantial business relationship with the primary customer, as evidenced by a significant volume of transactions, shared business interests, or contractual arrangements
: means “Sarjak Container Lines Private Limited”.
: any reference to the word “day” or “days” herein shall mean calendar day or calendar days, respectively, unless otherwise expressly provided.
: Includes the Shipper, holder, consignee, receiver of goods, any person owning or entitled to the possession of the goods or of the bill of lading and anyone acting on behalf of such person.
: means the land and premises at the Container Terminal determined by the Contractor as the area where Containers are received, stored and delivered for direct loading onto and discharge from Container Vessels and includes any other areas within the Container Terminal used to provide the Container Terminal Services including, but not limited to, repair, storage, inspection, stuffing and stripping of Containers.
: As used in this Agreement, the following terms have the respective meanings set in the credit agreement.
: the date on which the terms and conditions of this Credit Agreement become legally binding and applicable.
: Estimated Time of Arrival
: Estimated Time of Departure
: Invoices stating on their face that they are export invoices or lacking any indication of being import invoices; invoices where prepaid payment terms have been agreed.
: Means the whole or any part of the cargo and any packaging accepted from the shipper and includes any container not supplied by or on behalf of the carrier.
: Invoices Stating on their face that they are import invoices or lacking any indication of being export or import invoices, invoices where collect payment terms have been agreed.
: Store Door
: Means the legal entity that is controlled by another entity, that is majorly owned by a Party known as the "parent" company.
: Means all terms, rights, defences, provisions, conditions, exceptions, limitations and liberties hereof.
The Credit on any owed sums may be granted to Sarjak Container Lines Pvt. Ltd. or any other company or entity which is directly or indirectly owned or controlled by Sarjak Container Lines (altogether to be referred to as the carrier) and the client’s agreed list of subsidiaries and affiliated (altogether to be referred as customer”). Whereas Carrier Standard Credit Terms shall apply only if the credit has been granted by the carrier and the credit agreement terms as specified below shall always prevail in case of conflict in Carrier Standard Credit Terms.
The Customer shall be liable for the payment of all Freight and all other charges and expenses, without discount, to the Carrier (hereinafter referred to as the “Due Date”), within the maximum number of calendar days as agreed with the Carrier from the date of issuance of the invoice by Carrier to the Customer (hereafter referred to as “Credit Days”).
The customer and its subsidiaries agree and guarantee jointly and severally to pay all freight, charges, fees and/or costs (“Charges”) due under the contracts of carriage and/or logistics and service contracts no later than on the last day of the agreed credit period.
Notwithstanding anything else to the contrary under these credit terms or elsewhere, the credit period granted to the customer and/or its subsidiaries stands cancelled, in the event the total of all unpaid invoices exceeds the credit limit, the customer and its subsidiaries agree and guarantee jointly and severally to pay the amount exceeding the credit limit immediately upon notice. The failure to do so may result in the stoppage of any services to the customer and or/its subsidiaries agreed under the contracts of carriage and/or service contracts in addition the customer would be liable.
Full payment shall not be effective until the amount of the payment is unconditionally and irrevocably transferred to and at the effective disposal of Sarjak Container Lines Pvt. Ltd.
For each payment, the customer shall forward a separate remittance advise outline which invoices are in each payment. In the absence of the customer’s advice to the contrary, any payment shall be applied to the oldest outstanding invoice. This is to facilitate correct registration of the payment and to avoid Sarjak Container Lines mistakenly considering charges, which have already been settled, to be overdue.
A disputed invoice, or part of it, shall be exempted from “Carrier’s trading terms and conditions” until the dispute has been settled.
The Carrier, its servants or agents shall have a lien on the Goods carried under Carrier’s Bill of Lading and any document relating thereto for all sums including Freights and charges as above mentioned due and outstanding on any other Contracts for the Carriage of Goods concluded between the Carrier, its servants or agents and the Merchant, at any time where such sums or Freights remains due and unpaid.
If the Goods are unclaimed during a reasonable time, or whenever in the Carrier’s opinion, the Goods are likely to become deteriorated, decayed or worthless, the Carrier may, at its discretion without responsibility whatsoever, auction, sell, abandon or otherwise dispose of such Goods solely at the risk and expense of the Merchant. Nothing in this Clause shall prevent the Carrier from recovering from the Merchant the difference between the amount due to its by the Merchant and the amount realized by the exercise of the rights given to the Carrier under this clause.
A Sum payable to the carrier shall be paid in the currency option prepared by Sarjak Container Lines Pvt. Ltd.
No credit is granted for any excluded charges which are payable per separate payment and invoice terms.
If the Customer wants Sarjak Container Lines to extend the credit to any of the Customer’s subsidiaries, such Subsidiaries must be listed in the credit agreement between Sarjak Container Lines and the Customer.
If Customer wishes to appoint a third party to settle any of the Charges on its behalf (a “Freight Agent”), then Customer must obtain Sarjak Container Lines, prior written consent for the same. To the extent these Credit Terms are applicable to Customer (except the granting of credit) they include and apply to Customer’s Freight Agents after such appointment and acceptance by Sarjak Container Lines. Customer agrees and hereby undertakes to hold harmless and indemnify Sarjak Container Lines for all Charges in the event of default, claim or non-payment by any Freight Agent. The customer confirms that it has the authority from any such Freight Agent to accept these Credit Terms on its behalf. Any communication with regard to the credit and payment to Freight Agent shall be deemed to be a communication to the Customer. Further, the Customer acknowledges and agrees that (i) Sarjak Container Lines may rely on any instructions from the Freight Agent as if such instructions had been given by the Customer to Sarjak Container Lines, (ii) Sarjak Container Lines shall have no duty to inquire or determine whether the Freight Agent is legally entitled to give any such instruction to Sarjak Container Lines as long as Sarjak Container Lines agrees to the appointment of Freight Agent.
Except as may be necessary to comply with applicable laws, regulations, court orders, arbitral awards or for the benefit of a party’s legal advisors or accountants, or in the framework of judicial or arbitration proceedings opposing the parties, these Credit Terms, shall be kept strictly confidential between the Carrier and the Customer and its subsidiaries and affiliates. Disclosure of any of the provisions of the Credit Terms may result in the Carrier’s termination of the Credit Terms with immediate effect, without prejudice to claim for damages. The customer is also liable, to pay damages to Sarjak Container Lines due to such disclosure.
In the event of an invoice not being paid within the Credit Period or of the Credit Limit being exceeded, the Carrier may suspend the granting of credit to the Customer and/or to any entity from the list of subsidiaries and affiliates. Such suspension shall be notified to the Customer in writing and shall be immediately applicable to any Contract of Carriage under performance.
In the event of any dispute over the invoice, in whole or in whole or in part, the customer undertakes to notify Sarjak Container Lines in writing, at the address of its head office, no later than 7 (Seven) calendar days after the receipt of the customer’s receipt of invoice after which the customer shall not be entitled to dispute the invoice.
The Credit Terms shall commence on the day agreed by the Carrier (“the Effective Date”) and shall terminate on” the Expiration Date” or within a maximum of one year later the Effective Date.
The Credit Terms shall be governed by the laws applicable to the relevant Bills of Lading. However, Sarjak Container Lines reserves its right to bring proceedings in any Court whether in India or outside India and under any law. All claims and actions arising between the Carrier and the Merchant in relation to these Credit Terms shall be exclusively brought before the Court(s) referred to in the Bill(s) of Lading issued in respect of the disputed Freight and no other Court shall have jurisdiction with regards to any such claim or action.
Notwithstanding the above, the carrier is also entitled to bring the claim or action before the court of the place where the defendant has its registered office.