Terms and Conditions for Logistics works
Terms and Conditions for Logistics works
Chapter 1. General
Article 1. Scope of Application
- This “Terms and Conditions” is applied to the Logistics Support Service from Japan to the foreign countries supported by our 3WM Company Ltd. (hereinafter called as “the Company”), the contract of which is entered between the Company and its client as a shipper (hereinafter called as “the Client”),unless there is a written specified contract.
- Any particulars not provided herein shall be governed by Japan laws and regulations and /or generally accepted practices.
Article 2. Definitions
- In this agreement, ” the Logistics Support Service” means arrangement that the Company performs surrogacy, mediation, or intermediary work etc. for the Client and that the Client will be able to receive the various services from the Company for exporting the cargo. The Client may select and choice the service items which is entrusted to the Company during the various services stipulated in the Article 3-1
- “The Full Logistics Support Service” (hereinafter called as “the Full Support Service” ) means the vanning service and any other service items stipulated in the service to export the Cargo by substituting, menu of the Export Service” , which is stipulated in Article 3-1.
- “The Standard Logistics Support Service” (hereinafter called as “the Standard Support Service”) means any service items excluding the vanning service described in the service menu of the “Export Service”, which is stipulated in Article 3-1.
- “The Logistics Support Service Contract” (hereinafter called as “the Service Contract” ) means that the Client applies for the arrangement of“Logistics Support Service” which prescribed in a foregoing clauses, and the Contract which the Client will place an order to the Company according to the detailed Condition of “CONFIRMATION SHEET” (hereinafter called as “CONFIRM SHEET” ) offered by the Company.
Article 3. Scope of Logistics Support Service
- The Scope of service of the Logistics Support Services that 3WM will carry out based on the Contract is as follows:
- ①Temporary Storage Services for the Client’s Cargo
- ②Vanning Services
- ③Land Transportation Services
- ④Container Dray Arrangement Services
- ⑤Customs Document/Shipping Document Preparation Services
- ⑥Customs Clearance Arrangements Services
- ⑦Sailing Arrange Services
- ⑧Marine Insurance Contract Services
- ⑨All of Incidental Services necessary to perform the services set forth in the preceding items.
- The Company, with own responsibility, shall be allowed to re-consign a portion or the whole of each Consignment Service, which is stipulated above, to third parties including Service Suppliers.
- In case that the Company has made the Logistics Support Service completed with the good care management, the Company’s obligation and debt based on the Logistics Support Service Contract has been finished. Therefore, the Client shall pay the service charges to the Company based on the Logistics Support Service Contract, Even in the case that unexpected disadvantages arise in the Client in the provision of various services, when the Company completes the Logistics Support Service,
Chapter 2. Conclusion, Change and Cancellation of Contract
Article 4.Conclusion of Contract
- Based on the application from the Client, the Company shall negotiate with the Client by means such as direct contact, telephone, e-mail etc. to confirm the terms and conditions, and the specific work contents of “the Logistics Support Service”, such as work process, specification, quantity, price, delivery time, delivery place, Port, payment terms of goods.
- The Company shall deliver the Confirm Sheet to the Client to offer the required items determined by the above negotiation.
- Upon receipt of the Confirm Sheet, the Client shall confirm each item of it and shall notify the Company whether acceptance or not. If there is no reply on the Confirm Sheet from the Client within seven days after receipt of it, each item of the Confirm Sheet is deemed to have been accepted.
- The Service Contract shall be concluded at the time each item of the Confirm Sheet is accepted by the Client. (In the case there is no reply from the Client within 7 days after receipt of the Confirm Sheet, the Service Contract shall be concluded.)
Article 5.Change of Contract
- The Client might request the Company to revise or cancel the whole or part of the Service Contract except the case that the Client’s requests substantially impossible to revise or cancel such as the cancellation of shipping arrangement after leaving Japan.
- According to the arrangement of the preceding paragraph, if the contents of the Confirm Sheet will be revised, the Company shall revise the contents of the Confirm Sheet and re-issue it to the Client.
- Regarding to the Company’s services, which have been already provided to the Client or the arrangement of which has been completed, even if all or part of the Service Contract has been revised or cancelled based on the arrangements set forth in paragraph 1, the Client shall bear the cancellation fee, penalty fee and other expenses required for cancellation and the Company shall not bear and be not responsible for all these expenses.
- In accordance with the prices informed and agreed in the Confirm Sheet, the Company might request the Client to pay the expenses for the Company’s business responsibility which has been already completed, if all or part of the Service Contract has been revised or cancelled based on the arrangements set forth in paragraph 1,.
Article 6. Right to Cancel Contract by the Company
- The Company might cancel the Service Contract under any of the following circumstances;
- ①When the Client does not pay the prescribed fee by the due date
- ②When the Client does not deliver the Cargo by the delivery date specified by the Company
- ③When it becomes difficult to implement all or part of the Service Contract due to the Client's circumstances
- ④When the Company judges that the export schedule of the cargo is not defined and the cargo is left unattached due to the Client's arbitrary circumstances and it is not decided how to handle it next.
- Even if the Company has cancelled the Service Contract under the provisions of the preceding paragraph and damages or disadvantage to the Client occurred, the Company shall not take any responsibility to the Client.
Article 7. Right to Cancel Contract by the Client
- When it becomes difficult to implement all or part of the Service Contract due to the Company’s circumstances, the Client might cancel all or part of the Service Contract.
- Based on the arrangements set forth in paragraph 1, even if all or part of the Service Contract has been cancelled, the Company might request the Client to pay the expenses of the part of work the Company has been already completed.
- In the case referred to the paragraph 2, when the Company has received payment in advance as a deposit from the Client, the Company might request the Client to offset the deposit with the expenses required for the part which has been already carried out and additionally might request the Client to pay for the shortfall. Furthermore if the balance of surplus money is remained in the deposit amount as a result of offsetting, that surplus money shall be refunded to the Client account.
Article 8. Notification
- The Client shall notify the Company of the firm name, the representative person’s name, the contact person’s name and the registered address, e-mail address and telephone/ facsimile number etc. in Japan, and the Client shall notify the Company without delay, if there is any change in registry such as the representative person’s name, the contact person, the firm name and its address etc.
- The Company shall register these information notified from the Client as the contact information and the Company will contact with the contact person. If the location of the client is unknown, the Company might use the public notice method as defined in Article 98 of the Civil Code (Act No. 89 of 1896).
Chapter 3 The Full Logistics Support Service (The Full Support Service)
Article 9. The Full Support Service
- The terms of this chapter shall be applied on the specific matter of the Full Support Service.
Article 10. Delivery by the Full Support Service
- The Client shall deliver the cargo to the yard assigned by the Company (hereinafter called as “the Assigned Yard”) by the due date for loading the cargo.
- In principle the Client shall delivery the cargo to the Assigned Yard by themselves or by the carrier entrusted by the Client.
- At the assigned yard, the Client shall follow the conduction of the Yard supervisor (who is the staff member of the Company or our vender providing the temporary storage service of cargo instead of the Company, hereinafter called as “Yard supervisor”).
- The Client shall carry a document certifying completion of delivery of the cargo (hereinafter called as “Delivery Note”) when the cargo is delivered to the Assigned Yard. When the delivery of cargo is completed, the Client shall ask the Yard supervisor to sign on the Delivery Note.
- After confirmation of cargo delivery, the Yard supervisor shall signed the document. And the Yard supervisor shall hand over the Delivery Note to the Client. Regarding to the cargo with Delivery Note not signed by the Yard supervisor or cargo without delivery note, this “Terms and Conditions” will not be applied and the Company shall not take any responsibility for the storage and the management etc. of the delivered cargo.
- The Company shall not take any responsibility for damage or loss of the cargo occurred at the time of cargo delivery, except for those obviously caused by the Yard supervisor's conduction.
- At the time of cargo delivery to the assigned yard, if the third party's cargoes stored or the facility of the Company at the designated location is damaged or lost, the Client shall be responsible for compensation for normal damages, which the Company or third party received directly and in reality.
Article 11. Temporary storage of cargo for the Full Support Service
- The Company might temporarily store the cargo as it is at the time delivering the cargo to the assigned yard until the cargo is vanned by the method specified by the Company. Temporary storage service of cargo shall be done by the Company or its Service Provider providing the temporary storage service of cargo instead of the Company.
- The period of temporary storage of cargo shall be three months from the date of delivery of cargo. If vanning of cargo is not commenced beyond that period or if the vanning date of cargo is not decided, the Company shall not be responsible for keeping the cargo which has exceeded the temporary storage period, and shall not take any responsibility even if the damage to cargo occurs and/or the disadvantage occurs to the Client.
- The Company shall not be obligated to notify the Client when the temporary storage period of the cargo has passed. In addition, the Company might request the Client to pick up the cargo after the temporary storage period of the cargo has passed.
- If the Company is damaged for reasons such as when vanning of cargo is not commenced beyond the period of temporary storage of cargo or when the vanning date of cargo is not decided or if the client does not pick up the cargo in response to our request or when the client receives damage due to reasons, the Client shall compensate the damage to the Company.
Article 12. Vanning for the Full Support Service
- In the Full Support Service, the vanning Service shall be carried out either directly by the Company or by a vanning contractor entrusted and arranged by the Company.
- The Company shall be responsible for any damage to cargo occurred during vanning work, except for those damages caused due to the Client or due to the nature of the cargo or not due to the Company.
Article 13.Restriction of Cargo Receipt
- In the case of each of the following items, the Company might accept the cargo;
- ①When the delivery of this cargo may not be applied with this agreement
- ②When the cargo may cause ignition, collapse, etc. due to the severe damage and then the Company may suffer damage.
- ③When the handling of this cargo violates trade control law or when the Company judges that the handling of such cargo may be a violation of such law.
- ④When the Company may judge there is a risk of violating Immigration Control Laws and ordinances and all existing laws and regulations (the rules and regulations of the customs and the other administrative agencies concerned to this matter) of departure/ arrival /transit countries or in danger of violating these laws and regulations.
- ⑤When the Company may judge that undertaking the cargo is inappropriate.
- The Company shall not take any responsibility to the Client, even if the damage and/or the disadvantage occurs to the Client according to the correspondence under the provisions of the preceding paragraph,
Article 14 Deregistration
- In the case that the cargo is a car registered under Road Transport Vehicle Therapy, the Client shall perform procedures required for temporary deletion of cars and export of road transportation vehicles such as export notification. In addition, the fee required for registration etc. shall be borne by the Client.
- The procedure set forth in the preceding paragraph shall be completed as the responsibility of the Client by the previous date of custom clearance designated by the Company. Even if the damage and/or disadvantage occur to the Client due to inadequacy, delay, etc. of the procedure, the Company shall not take any responsibility to the Client.
- After the completion of the procedures set forth in paragraph 1, the Client shall promptly submit to the Company a copy of the temporary export deletion certificate or the like delivered from the transportation department. If the expiration date of the expiration date of the copy of temporary export deletion certificate or the like is before the departure date, the Company might make changes to the reservation of the vessel and respond to the requisite many cancellations, The Client shall not take a responsibility for the expenses required.
Article 15. Arrangement of marine cargo insurance
- Only when the Client requests the Company the coverage of the maritime insurance to their cargo, the Company will arrange it.
- In the case of each of the following items, the Company shall not take the responsibility to the Client;
- ①When the damage amount exceeds the amount compensated by the maritime insurance or When there is any damage outside the compensation range covered in accordance with the Client request.
- ②Any damage on maritime transportation that occurred when there is no request for maritime insurance to the cargo by the Client. When there is no request to arrange for the coverage of maritime insurance from the client and the damage and/or disadvantage occurs on marine transport
Article 16. Shipping Documents
- The Company might inform of the data or dispatch the copy of the shipping documents, such as Shipping Invoice, Packing list, Bill of Loading (hereinafter called as “B/L”) to the Client after departure of the cargo.
- After confirming the Client’s payment to the Company, the Company might deliver the original B / L or the surrender B / L to the Client. If the Company cannot confirm the Client’s payment, the Company might refuse the delivery of the original B/L and the surrender B/L to the Client.
- Even if the Client refuses to receive the original B / L from the Company, the Client's payment obligation based on the Service Contract might not be avoided.
Article 17. Collection of Cargo
- The Client, who is including the consignee at the export destination (hereinafter called as “the Client” in this Article 17), shall collect the cargo at a designated unloading place (or Port) based on the Original B / L or Surrender B / L which was dispatched from the Company. The period when the consignee might withdraw the cargo is basically the same as the free time period described in the arrival notice issued by the shipping company, that is, the free storage period of the cargo and the free lease period of the container.
- The Client shall bear the expenses such as the excess storage fee or the related expenses due to the causes occur if the Client refuses to receive the cargo or if the Client does not withdraw the cargo by the due date (within the period of Free Time).
- Even if the Client refuses to receive the cargo or the Client does not withdraw the cargo by the due date at a designated unloading place (or Port) , the Client might not be relieved of the payment obligation under the service contract.
Chapter 4 The Standard Logistics Support Service (The Standard Support Service)
Article 18. The Standard Support Service
- The terms of this chapter shall be applied on the specific matter of the Standard Support Service.
- The provisions of Article 13 to Article 17 shall apply to the Standard Support Service.
Article 19. Vanning for the Standard Support Service
- In the Standard Support Service, the vanning work, which is the work of loading cargo into the container, shall be carried out by the Client.
Article 20. Delivery by the Standard Support Service
- The Client shall deliver the cargo to the place designated by the Company (hereinafter called as “the designated place”) such as the Container Terminal and etc. by the due date for loading the cargo.
- When the Client delivers the Cargo to the designated place such as the Container Terminal, the Client shall be placed in a container as packing form for delivery or shall be packaged in other ways suitable for export.
- The Company shall export the cargo in the same condition as when the Client delivered the cargo to the Company. Therefore, after the cargo has been retrieved at the destination and the Company’s export work is completed, the Company shall not take any responsibility even if it is found that the cargo is damaged, lost, inadequate in quantity, etc.
Article 21. Temporary storage of cargo for the Standard Support Service
- The Company has no obligation to store the cargo, which is temporarily stored in designated place such as a container terminal until cargo loading to the vessel. And the Company shall not take any responsibility even if any damage occurs to the cargo and/or disadvantage to the Client.
Chapter 5 Payment
Article 22. Payment
- The Company shall send the invoice to the Client after departure of cargo vessel. The Client shall pay the fee to the bank account designated by the Company by due date.
- Before the departure of the cargo vessel, the Company might revise the service price determined by the Confirm Sheet and inform the Client of it because there is a change in expenses required for providing various services due to revision of service provider's fee, fluctuation in exchange rate or other reasons.
Chapter 6. Responsibility
Article 23. Reason for Compensation
- The Company shall take any responsibility for compensation only for damages caused by the Company’s intent or gross negligence
- If the Client will request the Company any compensation in the case of paragraph, the Client shall prove that the damage is caused by the Company’s intent or gross negligence.
Article 24. Calculation of Compensation Amount
- The amount to be compensated by the Company for damage due to loss or damage of cargo shall be based on the market value of the cargo at the time of damage occurrence. However, when the market value at the time of damage occurrence or the timing of damage occurrence is unknown or uncertain, the market value at the time when the damage is found shall be applied.
- The upper limit of the calculated amount when calculating the market value as described in the preceding paragraph shall not exceed the new sales price of the cargo, without considering the added value or premium amount due to temporary improvement of the evaluation.
Article 25. The Client Responsibility
- If the Client does not fulfill its obligation, such as the case the consignee refuses to receive the cargo at the loading port, and then a third party including the service provider ask the Company to pay expenses or compensate for logistics services, warranty, etc. The Company shall not be responsible for any request for such payment, etc., and the Client shall be responsible for such payment.
- If the Company unavoidably pay our fees described preceding paragraph on behalf of the Client in response to a request from the service provider, the Client shall compensate the Company for the full amount of such payment.
- In the case that the Client has payment obligation to the Company and the Company has not fulfill the obligation despite notifying the payment to the Client, the Company may auction or arbitrarily sell all or part of the cargo of the Client which has been kept by the Company. And the Company has the right to allocate all or part of the fund obtained through auction or arbitrary sale of the Client cargo for claims that the Client have not paid to the Company. However, before auctioning or selling the Client’s cargo, the Company shall notify the fact of auction or sale of their cargo to the address previously notified by the Client.
Article 26. Disclaimers
- The Company shall not be responsible for compensation for the loss, damage, late arrival, or any other damage of cargo due to the following reasons;
- ①Change of the Shipping Schedule
- ②Disturbance and other incident or robbery, theft
- ③The Characteristics, defect, deterioration or change of quality
- ④Rainfall, snowfall, strong wind, any other bad weather
- ⑤Fire, wind damage, flood damage tsunami, volcanic eruption, earthquake etc. etc. due to force majeure
- ⑥Withdrawal, forfeiture, detention of departure of cargo due to the enforcement of laws and regulations or public power
- ⑦Establishment, Amendment or abolition of laws and ordinances in destination country or laws and regulations relating to export in Japan
- ⑧War, terrorism, other disputes
Article 27. Exclusion of Anti-Social Forces
- The Client shall announce and warrant/commit to the Company not to fall either at present or in future under any of the followings:
- ①To be itself an organized crime group (as specified under Article 2 (ⅱ) of Act on Prevention of Unjust Acts by Organized Crime Group Members No. 77 of 1991) or its directors, officers, auditors are the person who is a member of an organized crime group (as specified under Article 2(vi) of the Act on Prevention of Unjust Acts by Organized Crime Group Members) or for whom 5 years have not yet passed since leaving an organized crime group or its associated member or the person who has the closed relation to an organized crime group or its member.
- ②To be own business governed by the members of an organized crime group.
- ③To use the power of organized crime group in its own businesses and use organized crime group etc. for the purpose of unfair profits on property or the Client, and to make the members of the organized crime group engaged in its business for the purpose of utilizing the power of organized crime groups etc.
- ④To be involved in providing funds to the members of organized crime group, providing convenience, or treating it unfairly and preferentially.
- ⑤To promote the activities of organized crime group or to contribute to the management of organized crime group by fulfilling the Service Contract.
- If the Client falls under any of the following items, the Company might cancel the Service Contract immediately without any notification or demand. In addition, the Client shall indemnify the damage, if any damage is caused by such cancellation,
- ①When the Client violates the preceding Paragraph
- ②When the Client performs the following acts by himself or a third party
- Violate request act to the Company
- Unfair request act beyond legal liability to us
- Threatening remark or violent act to us
- Acts of disseminating rumors, damaging the credibility of the Company by using spoofing or power, or interfering with the Company’s business
- Other acts pursuant to the preceding each item
- The Company shall not be responsible for compensating for any damage caused to the Client by cancellation of the Service Contract under the provision of the preceding paragraph.
Article 28. Payment Delay Damages
- If the Client delays the performance of the monetary obligation under the Service Contract, the Client shall pay the Company the compensation of Payment delay with an interest rate of 14.6% per annum against the period from the next day of the payment due date to the day of repayment
Article 29 Jurisdiction
- If any dispute arises between the Client and the Company concerning the Service Contract, the court having jurisdiction over the location of the head office of the Company shall be the exclusive agreement jurisdiction court.
Supplementary Provisions(Application Date)
- This “Terms And Condition” applies to the Service Contract concluded after February1, 2019.