1. RLL and Client, (each a “Party” and collectively, the “Parties”) in consideration of the mutual promises contained in this Agreement, and intending to be legally bound, agree as follows.
2. Definitions. Wherever used in this Agreement, unless the context shall otherwise require, terms defined shall have the meanings assigned to them. As used in this Agreement, the following term s have the meanings specified below.
2.1. “Additional Services” means any other services other than the Services agreed to be provided by RLL to Client on agreed terms and set out as such in the Services Sheet.
2.2. “Agreement” means this Logistics Services Agreement.
2.3. “Charges” means RLL’s charges from time to time for the provision of the Services unless otherwise expressly agreed with Client and specified in this Agreement.
2.4. “Services” means the logistics-related services to be provided by RLL for the Client and specifically set out in the Services Sheet (and the Services shall include the Additional Services where the context admits).
2.5. “Services Sheet” means the Schedule setting out the Services and other terms and conditions and attached to this Agreement.
3. Service/Rates
3.1. RLL will provide the Services for Client at the Charges as further detailed on the Services Sheet attached to this Agreement as Schedule 1.
3.2. Client agrees that it is solely responsible for payment of all duties, taxes, levies, surcharges and costs of any nature in connection with RLL’s provision of the Services.
3.3. In the event RLL experiences an increase in transportation costs (by way of illustration, but not limited to, fuel surcharge) or other regulatory surcharges beyond its reasonable control, then RLL may increase the Charges originally quoted to Client to reflect
such increase. RLL will have the responsibility of substantiating said increase by providing Client with written evidence of the same..
3.4. All proposals made, quotations given, instructions accepted and agreements entered into by RLL with any party for the supply of the Services are subject to these conditions to the exclusion of any other terms and conditions subject to which the Agreement
is accepted or purported to be accepted by Client.
3.5. RLL shall not advance taxes, customs duties or freights in favor of third parties, unless clear instructions have been given by Client for such payments to be made by third parties such as the consignee, etc. Should the consignee refuse to pay these taxes, duties,
charges or freights, Client remains liable against RLL. In the case of such instructions from consignee, Client can be held responsible for these taxes, duties, charges or freights.
4. Scope.
4.1. This Agreement covers the provision of logistics-related services on behalf of Client by RLL whether acting as a freight forwarder or as a transporter.
4.2. Client warrants, represents and covenants to RLL with respect to all descriptions, values and other particulars, including without limitation the gross weight of the goods to be delivered, furnished by Client for customs, consular and all other purposes, and
agrees to indemnify RLL against all claims, losses, penalties, damages, expenses and fines whatsoever arising from any such inaccuracy or omission, even if not caused by Client’s negligence.
4.3. RLL shall not be liable in respect of any consequential loss, damage or expense, such as loss of profit, loss of clients, penalties, claims for losses due to depreciation and conventional fines, exchange rate fluctuations, increased levies or taxes by authorities
howsoever caused.
4.4. Subject to express instructions set forth in the Services Sheet to this Agreement, RLL reserves the right at its sole and absolute discretion as regards the means, route and procedure to be followed in the handling and transport of the goods.
4.5. Client expressly authorizes RLL to arrange for the transshipment of any of Client’s goods from any vehicle upon which such goods have been loaded to any other vehicle or vehicles.
4.6. GLF shall not be liable for any delay or detention of the goods, for any loss, damage or deterioration therein, unless the date and time for delivery of the goods is expressly stipulated in the Services Sheet to this Agreement as being of the essence and accepted
by RLL; provided, always, that RLL shall not be liable for any such loss, damage or deterioration unless such loss, damage or deterioration is attributable to RLL’s willful default or gross negligence.
4.7. RLL shall not be liable for any delays resulting from Client’s error in furnishing the correct name and address of the consignee of the goods and Client hereby indemnifies RLL against any liability for mis delivery of goods arising therefrom, including all costs
associated with redelivering the goods to the consignee’s correct address or the return of the goods to Client or its agent, as applicable.
5. Insurance.
5.1. Client agrees to insure its goods for their full replacement cost.
5.2. If RLL is instructed to arrange additional insurance cover by Client, RLL may elect to do so on behalf of Client acting as an agent at rates to be mutually agreed upon by the Parties in advance.
5.3. Should insurance coverage be taken, Client acknowledges and agrees that the general conditions for carriage, as well as the related clauses, of the local insurance market shall apply to carriage and/or storage insurance. Maximum limit agreed is [insert figure]
per incident.
6. Forfeiture and Period of Limitation/Set-Off
6.1. Client acknowledges and agrees and shall upon delivery, cause the consignee to check the condition of the goods, the quantity, the number and weight of packages and shall immediately report any apparent defects and missing items. Should any irregularity
or missing item not be immediately apparent, Client shall cause the consignee to send due reservations in writing within 48 hours after delivery. Otherwise, Client acknowledges and agrees that any claims directed against RLL shall be forfeited.
6.2. Client acknowledges and agrees that the period of limitation for any action against RLL shall be 48 hours from the date of delivery of the goods to the consignee, or in the case of total loss from the hypothetical date on which the goods would have been
delivered; provided, however, that all claims must be reported to RLL’s delivery agent or driver prior to such delivery agent’s or driver’s departure from the location where the goods are delivered.
6.3. Client acknowledges and agrees that any claims due against RLL for carriage and storage services, including costs and expenses, may by no means be set-off against or deducted from other claims.
7. Limitation of Third-Party Liability. Client hereby authorizes RLL to select and engage forwarding agents, carriers, warehouse-operators, customs brokers and others, as required, to transport, store, deal with and deliver goods, all of whom shall be considered independent
agents of RLL, and the goods shall be entrusted to such agents subject to all conditions as to limitations of liability for loss, damage, expense or delay and to all rules, regulations, requirements and conditions, whether written, printed or stamped, appearing in waybills,
bills of lading, receipts issued by such forwarding agents, carriers, warehouse-operators and others. RLL shall under no circumstances be liable for any loss, damage, expense or delay to the goods for any reason whatsoever when said goods are in custody, possession or
control of such third parties selected by RLL. RLL does not warrant, guarantee or undertake on behalf of any third party supplier or service provider that access to any facilities or services will be uninterrupted or of any particular level of availability or quality. Exclusions.
7.1. Client acknowledges and agrees that RLL shall by no means be liable, if occasioned by one or more of the following circumstances:
7.1.1. The negligence of Client or its authorized representative;
7.1.2. The lack of, or defective packing, markings or stowage insofar as RLL has not executed the packing, markings or stowage. RLL shall also have no liability for packing of goods of which it cannot verify the contents;
7.1.3. War, rebellion, revolution, insurrection, usurped power or confiscation, nationalization or requisition by or under the orders of any government or public or local authority;
7.1.4. Damages caused by nuclear energy;
7.1.5. Natural disasters;
7.1.6. Acts of God;
7.1.7. Acts of robbery;
7.1.8. Circumstances which RLL could not avoid and the consequences of which it was unable to prevent;
7.1.9. Inherent vice and nature of goods.
7.2. RLL shall not be liable for loss or damage to goods, unless such loss or damage occurs whilst the goods are in actual custody and control of RLL.
7.3. RLL shall not be liable for any damage caused by rodents and insects unless Client is able to give evidence that RLL has not complied with the usual protective measures.
7.4. RLL shall not be liable for consequences of loading and unloading operations which it has not performed.
7.5. RLL shall not be liable under any circumstances for any loss, damage or expense arising from or in any way connected with numbers, contents, weight, marks or description of any goods.
7.6. RLL shall not under any circumstances be liable for any shortages or damage in transit however arising unless RLL is notified of the same during the time the goods are offloaded from RLL’s vehicle and the claim is made in writing to RLL within two (2) days of
delivery of the goods to Client or consignee.
8. Lien and Pledge. Client acknowledges and agrees that:
8.1. With respect to any claim which RLL may have against Client or its lawful successor, RLL has a right to general and a particular lien and pledge on the goods for which the Services are being provided.
8.2. This right of lien and pledge shall also apply to claims, in lieu of goods, which are hereby transferred to RLL.
8.3. Without prejudice to any of RLL’s rights against Client, in the event of non-payment of any monies due to RLL, RLL shall have the right without notice to Client to:
8.3.1. Suspend the delivery, without any liability to RLL whatsoever in respect of demurrage costs, storage charges and costs of any nature, of any other goods then agreed to be provided to Client by GLF;
8.3.2. Open and examine any part of such goods;
8.3.3. At its sole and absolute discretion, sell by public auction or otherwise the whole or any part of such goods and to apply the proceeds of any such sale, after deducting all expenses relating thereto, in payment of or
towards any sum due to RLL and to pay Client any surplus remaining without interest within 60 days after such sale whereupon RLL shall be released from all liability in respect of the goods carried.
8.4. Client hereby expressly appoints RLL as its agent and hereby grants RLL full authority to act as provided above in regard to the sale of its goods and the appropriation of the proceeds thereof.
9. Compliance with Laws. RLL and Client agree to comply with all applicable national and local laws, regulations and directives. In the event the client breaks the law in any way, be it: Tax evasion, paying lower taxes or fines as stipulated by the law which leads to heavy
fines and seizure of the truck by the Government, the client will be fully liable to pay for the fines and detention (truck and container) in advance before the next shipment is handled by RLL.
10. Claims. The defenses and limits of liability provided for in this Agreement shall apply in any action against RLL for loss, damage of the goods or delay whether the action is founded in contract or in tort.
11. Notice. All notices, consents, and other communications between the Parties under or regarding this Agreement shall be in writing (which includes without limitation, email and facsimile) and shall be sent to the recipient’s address set forth in this Clause 12. Such
communications shall be deemed to have been received on the earlier of the date of ;
(a) actual receipt;
(b) the tenth business day after deposit in the mail, postage prepaid;
(c) upon delivery by a reputable, third-party commercial courier as evidenced by a signed receipt;
(d) upon confirmation of receipt by the receiving telecopier; or
(e) when first available on the recipient’s email server. If received after 4:30 p.m., recipient’s local time, or if received on a day when the recipient’s facilities at the location identified in this Clause 12 area closed, such communication shall be deemed received at 9:00 a.m. the next day on which such facilities are open. RLL’s address for such communications is
RELENTLESS LOGISTICS LIMITED (RLL) at 120/121 PSSSF Tower 11th Floor, Wing B, Mission Street, Dar es Salaam
Email: bdv@relentlesslogistics.africa | opsmng@relentlesslogistics.africa
Mobile Number: +255 787 694 064 | +255-716-302001
Either Party may change its address for notices by giving written notice of the new address to the other Party in accordance with this Clause 12 but any element of such Party’s address that is not newly provided in such notice shall be deem ed not to have changed.
12. Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the United Republic of Tanzania. The Parties agree to submit to the jurisdiction of the High Court of Tanzania for the determination of any issue, question or dispute arising under, out of or in
connection with this Agreement. Nothing in this Agreement shall limit the right of RLL to take proceedings in any other court of compet ent jurisdiction or in more than one jurisdiction, whether concurrently or not.
13. Force Majeure. Neither Party shall be liable for delay or failure to perform due to circumstances of force majeure, including but not limited to, mechanical problems, labor disturbances, acts of God, storms or any other cause beyond its’ reasonable control.
14. Assignment. This Agreement shall be binding upon and shall inure to the benefit of Client and RLL and their respective heirs, personal representatives, successors and assigns.
15. Severability. Should any term or provision of this Agreement be held to any extent unenforceable, invalid, or prohibited under law, then such provision shall be deemed restated to reflect the original intention of the parties as nearly as possible in accordance with
applicable law and the remainder of this Agreement. The application of such term or provision to persons, property, or circumstances other than those as to which it is invalid, unenforceable, or prohibited, shall not be affected by such invalidity, unenforceability, or
prohibition, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
16. Remedies. All remedies available to the Parties for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.
17. Interpretation. This Agreement has been freely negotiated and entered into by each Party. This Agreement shall not be construed in any manner against either Party because of the Party’s role in drafting this Agreement.
18. Order of Precedence. Any and all ambiguities or inconsistencies between a schedule to this Agreement and this document shall be resolved by giving precedence to this document over such schedule or exhibit. Silence on any matter in this document will not negate
the provision in any schedule to this Agreement as to that matter.
19. Waiver. The waiver or failure of either Party to exercise in any respect any right provided under this Agreement shall not be deem ed a waiver of such right in the future or a waiver of any other rights established under this Agreement.
20. Cumulative Remedies. All remedies available to either Party for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other
remedies.
21. Counterparts. This Agreement may be executed in any number of separate counterparts each of which when executed by and delivered to the other Party, which delivery may be by telecopier, shall be an original as against the Party whose signature appears on such
counterpart, but all such counterparts shall together constitute one and the same instrument.
22. Entire Agreement. This Agreement and the Schedule constitutes the complete and exclusive statement of the agreement between the Parties with respect