Trading Conditions

The Customer’s attention is drawn to the Clauses hereof which exclude or limit the Company’s liability and these which require the Customer to indemnify the Company in certain circumstances.

DEFINITIONS AND APPLICATION

In these Conditions:
1. “Company”
  is the SFFA member trading under these Conditions and this expression includes any parent subsidiary or affiliated company of the Company.
2. “Person” includes persons or any body or bodies corporate.
3. “Owner” means the Owner of the goods (including any packaging, containers or equipment) to which any business concluded under these Conditions relates and the consignee or any other Person who is or may become interested in or in possession or entitled to possession of them.
4. “Customer” means any Person at whose request or on whose behalf the Company undertakes any business or provides advice, information or services.
a. Subject to Sub-Paragraph b.
1. below, all and any activities of the Company in the course of business whether gratuitous or not are undertaken subject to these Conditions.
2. If any legislation is compulsorily applicable to any business undertaken, these Conditions, shall as regards such
  business, be read as subject to such legislation and nothing in these Conditions shall
  be construed
  as a surrender by
  the Company of any of its rights or immunities or as an increase of any of its
  responsibilities or
  liabilities under
  such legislation to any extent such part shall as regards such business be overridden to
  that extent
  and no further.
The Customer warrants that he is either the Owner or the authorised agent of the Owner and also
that he has
authority
to accept these Conditions not only for himself but also as agent for and on behalf of the
Owner.
In authorizing the Customer to enter into any contract with the company and/or in accepting any
document
issued by
the company in connection with such Contract, the Owner irrevocably accepts these Conditions for
themselves
and their
agents and for any parties on whose behalf they or their agents may act, and in particular but
without
prejudice to the
generality of this Clause, they accept that the Company shall have the right to enforce against
them jointly
and
severally any liability of the Customer under these Conditions or to recover from them any sums
to be paid
to the
Company by the Customer which upon proper demand have not been paid.

THE COMPANY

a. Subject to Clauses 13 and 14 below
1. The Company shall be entitled to procure any or all of its services as an
  agent or to provide these services as a principal
2. The offer and acceptance of an inclusive price for the accomplishment of any service or
  services
  shall not itself
  determine whether any such service is or services are to be arranged by the Company
  acting as agent
  or to be provided by
  the Company acting as a contracting principal.
3. When acting as an agent the Company does not make or purport to make any contract with
  the Customer
  for the carriage,
  storage, packing or handling of any goods nor for any other physical service in relation
  to them and
  acts solely on
  behalf of the Customer in securing services by establishing Contracts with third parties
  so that
  direct contractual
  relationships are established between the Customer and such third parties.
4. The Company shall on demand by the Customer provide evidence of any Contract entered
  into as agent
  for the Customer.
  Insofar as the Company may be in default of this obligation, it shall be deemed to have
  contracted
  with the Customer as
  a principal for the performance of the Customer’s instructions.
When and to the extent that the Company has contracted as principal for the performance of any
of its
services, it
undertakes to perform and/or in its own name to procure the performance of those services, and
subject
always to the
totality of these Conditions and in particular to Clauses 26 – 29 hereof accepts liability for
loss of or
damage to
goods taken into its charge occurring between the time when it takes the goods into its charge
and the time
when the
Company is entitled to call upon the Customer or Owner to take delivery of the goods.
When and to the extent that the Company in accordance with these Conditions is acting as an
agent on behalf
of the
Customer, it is acting in a customary manner. The Company shall be entitled, and the Customer
hereby
expressly
authorizes the Company such entitlement, to enter into contracts on behalf of the Customer and
the Owner:
1. for the carriage of goods by any route or means or Person,
2. for the storage, packing, trans-shipment, loading, unloading or handling of
  The goods by any Person at any place and for any length of time,
3. for the carriage or storage of goods in or on transport units as defined in sub clause
  19 c. and
  with other goods of
  whatever nature, and
4. to do such acts as may in the opinion of the Company be reasonably necessary in the
  performance of
  its obligations in
  the interests of the Customer and the Owner.
The Company reserves to itself a reasonable liberty as to the means, route and procedure to be
followed in
the
handling, storage and transportation of goods. In any case where no particular route is agreed
between the
Company and
the Customer, the Customer agrees that the agreed route is that which the Company reserves to
itself a
reasonable
liberty to follow.
The Company is permitted to perform any of its obligations herein by itself or by a
sub-contractor. For the
purpose
of allowing any such sub-contractor to take the benefit of these Conditions, the Company acts as
agent and
trustee for
such sub-contractor in entering into a contract governed by these Conditions with the Customer
and Owner.
The Company shall have a general lien on all goods and documents relating to goods in its
possession,
custody or
control for all sums due at any time from the Customer or Owner, and shall be entitled to retain
such goods
and
documents against payment of the freightage expenses and other such sums due to him for the
transportation.
The Company shall be entitled to retain and be paid all brokerages, commissions, allowances and
other
remunerations
customarily retained by or paid to freight forwarders.
1. If delivery of the goods or any part thereof is not taken by the Customer or Owner, at
  the time and
  place when
  and where the Company is entitled to call upon such Person to take delivery thereof, the
  Company
  shall be entitled to
  store the goods or any part thereof at the sole risk of the Customer, whereupon the
  liability of the
  Company in respect
  of the goods or that part thereof stored as aforesaid shall wholly cease and the cost of
  such
  storage if paid for or
  payable by the Company or any agent
  or sub-contractor of the Company shall forthwith upon demand be paid by the Customer to
  the Company.
2. The Company shall be entitled at the expense of the Customer to obtain an order by the
  competent
  SYRIAN Court to
  dispose of perishable goods or non-delivered goods as defined by sub clause 12 a. herein
  as the
  Court thinks fit.
1. No insurance will be effected except upon express instructions given in writing by the
  Customer and
  all
  insurances effected by the Company are subject to the usual exceptions and conditions of
  the
  policies of the insurance
  company or underwriters taking the risk. Unless otherwise agreed in writing the Company
  shall not be
  under any
  obligation to effect a separate insurance on each consignment but may declare it on any
  open or
  general policy held by
  the Company.
2. Insofar as the Company agrees with the Customer to arrange insurance, the Company acts
  solely as
  agent for the
  Customer using its best endeavors to arrange such insurance and does so subject to the
  limits of
  liability contained in
  Clause 29 hereof.
1. Except under special arrangements previously made in writing or under the form of a
  printed document
  signed by
  the Company, any instructions relating to the delivery or release of goods in specified
  circumstances only, such as (but
  without prejudice to the generality of this Clause) against payment or against surrender
  of a
  particular document, are
  accepted by the Company only as agents for the Customer where third parties are engaged
  to effect
  compliance with the
  instructions.
2. The Company shall not be under any liability in respect of such arrangements as are
  referred to
  under Sub-Clause a.
  hereof save where such arrangements are made in writing.
3. In any event, the Company’s liability in respect of the performance or arranging the
  performance of
  such instructions
  shall not exceed that provided for in these Conditions in respect of loss of or damage
  to goods,
Advice and information in whatever form it may be given is provided by the Company for the
Customer only and
the
Customer shall indemnify the Company against any liability, claims, loss, damage, costs or
expenses arising
out of any
other persons relying upon such advice or information. Except under special
arrangements previously made in writing, advice and information which is not related to specific
instructions accepted
by the Company is provided gratuitously and without liability.
1. Except under special arrangements previously made in writing the Company will not accept
  or deal
  with bullion,
  coin, precious stones, jewelry, valuables, antiques, pictures, human remains, livestock
  or plants.
  Should any Customer
  nevertheless deliver any such goods to the Company or cause the Company to handle or
  deal with any
  such goods otherwise
  than under special arrangements previously made in writing the Company shall be under no
  liability
  whatsoever for or in
  connection with such goods howsoever arising.
2. The Company may at any time waive its rights and exemptions from liability under
  Sub-Clause a.
  above in respect of
  any one or more of the categories of goods mentioned herein or any part of any category.
  If such
  waiver is not in
  writing, the onus of proving such waiver shall be on the Customer.
Except following instructions previously received in writing and accepted by the Company, the
Company will
not
accept or deal with goods of a dangerous or damaging nature nor with goods likely to harbor or
encourage
vermin or other
pests, nor goods liable to taint or affect other goods. If such goods are accepted pursuant to a
special
arrangement and
then in the opinion of the Company they constitute a risk to other goods, property, life or
health, the
Company shall
where reasonably practicable contact the Customer, but reserve the right at the expense of the
Customer to
remove or
otherwise deal with the goods.
Where there is a choice of rates according to the extent of degree of liability assumed by
carriers,
warehousemen or
others, no declaration of value where optional will be made except under special arrangements
previously
made in
writing.

THE CUSTOMER

The Customer warrants:
1. That the description and particulars of any goods furnished by or on behalf of the
  Customer are full
  and accurate.
2. That all goods have been properly and sufficiently prepared, packed, stowed, labeled
  and/or marked,
  and that the
  preparation, packing, stowage, labeling and marking are appropriate to any operations or
  transactions affecting the
  goods and the characteristics of the goods.
3. That where the Company receives the goods from the Customer already stowed in or on a
  container,
  trailer, tanker, or
  any other device specifically constructed for the carriage of goods by land, sea or air
  (each
  hereafter individually
  referred to as the “transport unit”), the transport unit is in good condition, and is
  suitable for
  the carriage to the
  intended destination of the goods loaded therein or thereon.
Should the Customer otherwise than under special arrangements previously made in writing as set
out
in Clause 17
above deliver to the Company or cause the Company to deal with or handle goods of a dangerous or
damaging nature, or
goods likely to harbour or encourage vermin or other pests, or goods liable to taint or affect
other
goods, he shall be
liable for all loss or damage arising in connection with such goods and shall indemnify the
Company against
all penalties, claims, damages,
costs and expenses
whatsoever arising in connection therewith, and the goods may be dealt with in such a manner as
the
Company or any other
Person in whose custody they may be at any relevant time shall think fit.
The Customer undertakes that no claim shall be made against any director, servant, or employee
of the
Company which
imposes or attempts to impose upon them any liability in connection with any services which are
the subject
of these
Conditions and if any such claim should nevertheless be made, to indemnify the Company against
all
consequences thereof.
The Customer shall save harmless and keep the Company indemnified from and against:
1. a. All liability, loss, damage, costs and expenses whatsoever (including without
  prejudice to the
  generality of the
  foregoing, all duties, taxes, imposts, levies, deposits and outlays of whatsoever nature
  levied by
  any authority in
  relation to the goods) arising out of the Company’s action in accordance with the
  Customer’s
  instructions or arising
  from any breach by the Customer of any warranty contained in these Conditions of from
  the negligence
  of the Customer,
  and –
2. b. Without derogation from Sub-Clause a. above, any liability assumed or incurred by the
  Company
  when by reason of
  carrying out the Customer’s instructions the Company has reasonably become liable or may
  become
  liable to any other
  party, and –
3. All claims, costs and demands whatsoever and by whomsoever made in excess of the
  liability of the
  Company under the
  terms of these Conditions regardless of whether such claims, costs and demands arise
  from or in
  connection with the
  negligence or breach of duty of the Company its servants, sub-contractors or agents, and
  –
4. Any claims of a General Average nature which may be made on the Company.
1. The Customer shall pay to the Company in cash or as otherwise agreed all sums
  immediately when due
  without
  reduction or deferment on account of any claim, counterclaim or set-off.
2. In respect of all sums which are overdue the Customer shall be liable to pay to the
  Company interest
  calculated at 4%
  above the Base Rate for the time being of the Syrian Central bank.
Despite any acceptance by the Company of instructions to collect freight, duties, charges or
other expenses
from the
Owner or any other Person the Customer shall remain responsible for such freight, duties,
charges or
expenses on receipt
of evidence of proper demand and in the absence of evidence of payment (for whatever reason) by
the Owner or
such other
Person when due.
Where liability for General Average arises in connection with the goods, the Customer shall
promptly provide
security to the Company or to any other party designated by the Company in a form acceptable to
the Company.

LIABILITY AND LIMITATION

The Company shall perform its duties with a reasonable degree of care, diligence, skill and
judgment.
The Company shall be relieved of liability for any loss or damage if and to the extent that such
loss or
damage is
caused by:
1. strike, lock-out, stoppage or restraint of labour, the consequences of which the Company
  is unable
  to avoid by the
  exercise of reasonable diligence.
2. any cause or event which the Company is unable to avoid and the consequences whereof the
  Company is
  unable to prevent
  by the exercise of reasonable diligence.
Except under special arrangements previously made in writing the Company accepts no
responsibility for
departure or
arrival dates of goods.
a. Subject to sub clause 2 b. above and Sub-Clause d. below the Company’s liability howsoever
arising and
notwithstanding that the cause of loss or damage be unexplained shall not exceed.
1. In the case of claims for loss or damage to goods: –
  1. the value of any goods lost or damaged, or
  2. a sum at the rate of SYP 500.00 (Five Hundred ) per kilo of gross weight of any
    goods lost
    or damaged, subject to a
    limit of Syrian Pounds 150,000 (One Hundred Fifty Thousands) per package or
    unit, whichever
    shall be the least
2. In case of all other claims: –
  1. the value of the goods the subject of the relevant transaction between the
    Company and its
    Customer, or
  2. a sum at the rate of SYP 500.00 (Five Hundred ) per kilo of the gross weight of
    the goods
    the subject of the said
    transaction, subject to a limit of Syrian Pounds 150,000 (One Hundred Fifty
    Thousands) per
    package or unit, whichever
    shall be the least.
For the purposes of sub clause 29
1. The value of the goods shall be their value when they were or should have been shipped.
2. Subject to sub clause 2 b. above, and Sub-Clause d. below, the Company’s liability for
  loss or
  damage as a result of
  failure to deliver or arrange delivery of goods in a reasonable time or (where there is
  a special
  arrangement under
  Clause 28) to adhere to agreed departure or arrival dates shall not in any circumstances
  whatsoever
  exceed a sum equal
  to twice the amount of the Company’s charges in respect of the relevant transaction.
3. Save in respect of such loss or damage as is referred to at Sub-Clause b. and subject to
  Sub-Clause
  2 b. above and
  Sub-Clause d. below, the Company shall not in any circumstances whatsoever be liable for
  indirect or
  consequential loss
  such as (but not limited to ) loss of profits, loss of market or the consequences of
  delay or
  deviation however caused,
4. By special arrangement agreed in writing, the Company may accept liability in excess of
  the limits
  set out in
  Sub-Clauses a. to c. above upon the Customer agreeing to pay the Company’s additional
  charges for
  accepting such
  increased liability. Details of the Company’s additional charges will be provided upon
  request.
1. The Conditions are without prejudice to the terms of any international convention which
  is
  applicable by law to
  any dispute which may arise in relation to the carriage of the goods.
2. If the Company acts as a principal in making an agreement for the carriage of goods by
  air, the
  following notice is
  hereby given: -If the carriage involves an ultimate destination to or stop in a country other than
  the country
  of departure, the Warsaw
  Convention may be applicable and the Convention governs and in most cases limits the
  liability
  of carriers in respect of
  loss of or damage to cargo. Agreed stopping places are those places (other than the
  places of
  departure and destination)
  shown under requested routing and/or those places shown in the carriers’ timetables
  as scheduled
  stopping places for the
  route. The address of the first carrier is the airport of departure.
Receipt by the Customer or Owner of visibly damaged goods without complaint shall invalidate any
claim
against the
Company. Any claim against the Company arising from loss of or damage to the goods not visible
at the time
of receipt by
the Customer or Owner must be made in accordance with the Syrian Comerercial Law .

LAW, JURISDICTION AND CONCILIATION

These Conditions and any act or contract to which they apply shall be governed by SYRIAN law and
any dispute
arising
out of any act or contract to which these Conditions apply shall be subject to the exclusive
jurisdiction of
the SYRIAN
courts. In the event of any such dispute, the parties may instead agree to apply
to the Damascus Chamber of Commerce for the dispute to be referred to conciliation in accordance
with the
Rules of
Commercial Conciliation and Arbitration of the Damascus Chamber of Commerce & Industry