Aramex Standard Terms and Conditions Of Business

1. Definitions 

1.1 The following defined terms shall have the following meaning when used herein: 

2. General conditions

2.1. Unless expressly agreed in writing by the Company, any and all Services by the Company are always subject to these Conditions. No agent or employee of the Company, aside for the Company's authorised directors or managers, has the Company's authority to waive or vary the Conditions.  Where the Services are subject to trade practices, legislation or international convention, the Company shall have the benefit of all the rights, immunities, defences, exceptions and limitations contained therein. 

2.2. On receiving any Services, each Customer warrants and represents that it has accepted these Conditions on its behalf, as well as on behalf of the Shipper and the Consignee (to the extent that such Customer is not the Shipper nor the Consignee) and that it has authority to do so. 

2.3. Where there is a conflict between these Conditions and any other contractual instrument applicable between the Company and a Customer, the conflict shall be resolved in accordance with the following order of precedence: 

1. any Transport Document that may have been issued by the Company or any of its affiliates or subsidiaries;

2. any specific agreement for Services between the Company and the Customer; and 

3. these Conditions.

3. Agent or principal contractor

3.1. Subject to these Conditions, the Company may provide Services as agent on behalf of the Customer, or as principal contractor.  

3.2. When acting as an agent, the Company act solely on behalf of the Customer in securing services by establishing contracts with third parties, including Subcontractors, so that direct contractual relationships are established between the Customer and such third parties including Subcontractors. The Company is not liable for acts and omissions of such third parties. 

3.3. When acting as agents for the Customer, the Company has authority to enter into any contracts on behalf of the Customer, which the Company, in its absolute discretion, believes are necessary for the performance of the Services or to carry out the Customer’s instructions.

3.4. To the extent that the Company performs all or any part of the Services required by the Customer, the Company shall be deemed to provide such Services, or the part so performed, as principal independent contractor.

4. Routing

4.1. Subject to any written agreement between the Company and the Customer, the Company shall at all times have absolute freedom and discretion to determine, without notice to the Customer: 

1. shipping routes and procedure. The Customer agrees to all routing and diversions, including the possibility that the Goods may be carried via intermediate stopping places; 

2. modes of transport; and 

3. Goods' storage, stowage and handling, including whether to carry the Goods on or under deck (where applicable).

4.2. The Company shall never be obliged to arrange for any Goods to be carried, stored or handled separately from the Goods of other Customers. 

5. Warranties and undertakings

5.1. In relation to the Services to be provided by the Company, the Customer warrants and undertakes that at all times it will:

1. comply with and act in accordance with any mandatory law or regulation, including in relation to customs, data protection, sanctions and embargos; 

2. provide to the Company, in good time and in advance, all documentation and information necessary for the Company to provide the Services in a timely manner, including but not limited to (as applicable) relevant Goods description and delivery coordinates, special requirements including with regards to the handling, packaging or storage of the Goods, and desired timings for performance of the Services; 

3. cooperate with all authorities as may be reasonably required on all matters relating to the provision of the Services; and

4. Review and comply with the Company’s Code of Conduct. 

5.2. The Customer further warrants that: 

1. all information provided by or on behalf of the Customer in relation to the Services or to the Goods shall be complete and accurate. The Customer alone shall bear any and all consequences and liabilities resulting from or in connection with erroneous, incomplete, inapplicable or late declarations or documents; 

2. all equipment and other materials provided by the Customer in relation to or for the purposes of the performance of the Services, including Transport Units, are fully fit for purpose and in good condition; 

3. all Goods are and will remain legal, as well as fit for safe carriage, storage and/or handling by the Company, and are capable of being identified as required for the performance of the Services by the Company;

4. except where Goods packaging forms part of the Services, all Goods have been properly and sufficiently packed and/or prepared by the Customer in accordance with the Applicable Laws so as to ensure that they can be carried, handled and/or stored safely with ordinary care in handling and so as not to injure, contaminate or damage any person or property; and 

5. it is the owner of the Goods or acting as authorised agent of the owner of the Goods, and that it has authority to accept these Conditions for itself or on behalf of the owner of the Goods or on behalf of any person who is or may become interested in the Goods, as applicable.

6. Inspection and acceptance of Goods and Shipments

6.1. The Company has the right, but is under no obligation, to open and inspect any Goods and/or Shipments, including by breaching their packaging, without liability, and without notice, where the Company deems it necessary for safety, security, customs or other regulatory reasons. If, by order of any authority at any place, a Transport Unit, any Goods or any Shipment must be opened for inspection, the Company shall not be liable for any loss or damage incurred as a result of any opening, unpacking, inspecting or repacking, and the Company shall be entitled to recover the cost of such opening, unpacking, inspecting, and repacking from the Customer.

6.2. The Company reserves the right, without assuming any liability, to refuse carriage of Shipments or Goods or, retain, cancel, defer or, at any time, return any Shipment or Goods likely to cause damage or delay to other shipments, goods or persons, or the carriage of which is prohibited by law or is in violation of any of these Conditions, always at the Customer’s expense. The Company's acceptance of a Shipment does not imply that such Shipment conforms to Applicable Law or to the present Conditions.

7. Correctness of particular of Goods

7.1. The Company may at the request of the Customer, expressed or implied, make out the Shipments’ Transport Documents, in which event, the Company shall be deemed to have done so on behalf of the Customer. If the Transport Documents handed over with the Shipments or if the particulars and statements relating to the Shipments furnished by or on behalf of the Customer to the Company do not contain all the required particulars, or if such particulars or statements contain any error, the Company is authorised to complete or correct the Transport Documents or other particulars or statements to the best of the Company's ability without being under any obligation to do so, and without liability to the Customer.

7.2. The Customer is responsible for the correctness of the particulars and statements relating to the Goods inserted by it or on its behalf in the Transport Documents or furnished by it or on its behalf to the Company. Where such information is provided by means of Electronic Data Interchange (EDI), it is the responsibility of the Customer and the Customer's agent to verify contents, accuracy and completeness of the information transmitted. The Customer shall indemnify the Company against all claims, losses, liability, damage, costs (including legal costs) or expenses suffered or that may be suffered by the Company, or by any other person to whom the Company is liable, by reason of the irregularity, incorrectness or incompleteness of the particulars and statements furnished by the Customer or on his behalf.

8. Payments to Company and interest for late payment

8.1. All quotations issued by the Company are made based on the information and instructions provided by the Customer, particularly taking into consideration, without limitation, the Services to be performed, the nature, weight and volume of the Goods, the mode of transportation and the route by which the Goods are to be transported, any special handling instructions or precautions, and shall be without any obligation on the Company’s part. The Company shall be at liberty to revise its quotations, at any time without notice, even after it has been agreed, in the event of changes in the information or instructions provided by the Customer, or changes outside the Company's control which affect such quotations including, but without limitation, those changes which relate to currency exchange rates, Force Majeure, fuel surcharge, freight rates, insurance premiums or the Goods in general.

8.2. All freight, fines, penalties, interest, costs, disbursements, expenses, dues (including Custom Duties), levies, taxes and other charges arising out of or in connection with the Goods and/or the Services shall be due from and paid by the Customer.

8.3. Unless agreed otherwise in writing with the Company, all freight owed to the Company shall be paid within fourteen (14) days from the date of the Company’s invoice to the Customer, and all other amounts owed to the Company, irrespective of their nature or basis, must be paid promptly when invoiced. For the avoidance of doubt, freight, as well as all other charges applied by the Company in relation to special declarations of interest by the Customer, are earned upon the Company taking charge of the related Goods. No Services will be performed in relation to such Goods until all such freight and other Company charges are paid in full. 

8.4. The Company is authorised (but shall be under no obligation) to advance any duties (including Custom Duties), taxes, charges, costs, expenses and disbursement, on behalf of the Customer, in the performance of the Services. The Customer, including the Shipper and Consignee, shall be jointly and severally liable for the reimbursement thereof immediately upon receiving an invoice from the Company in this regard, or as otherwise agreed with the Company. The Customer's obligations under this clause will also apply where any Goods or Shipments are returned to the Customer for any reason whatsoever.

8.5. All payments to the Company shall be made without any deduction or withholding other than as required by mandatory law or regulation. Where any deduction or withholding is required by mandatory law or regulation, the Customer shall increase the amount payable to the Company to reflect the amount that the Company would have received if no deduction or withholding had been made. No assertion of any credit, set-off or claim or counterclaim against the Company can be made to justify withholding payment of any amount, whether in whole or in part.

8.6. If the Customer reasonably believes an incorrect invoice has been issued by the Company, it shall notify the Company in writing within seven (7) calendar days of the date of the relevant invoice, specifying the reason for disputing the invoice, and providing all evidence in support. Failing this, the Customer will be deemed to have waived any right to challenge the relevant invoice. The Customer shall, in any event, pay any undisputed portion of the invoice by the due date.

8.7. Without prejudice to any right or remedy that the Company may have against any Customer, the Shipper guarantees the payment to the Company of any amounts, liabilities, fines, penalties, charges, costs, expenses and interest that may be due to or imposed on the Company under or in connection with any Services or these Conditions. When Goods are accepted or dealt with upon instructions to collect freight, duties, charges or other expenses from the Consignee or any other person the Shipper shall remain responsible for the same if they are not paid by such Consignee or other person immediately when due.

8.8. The Customer shall have no claim whatsoever to any brokerages, commissions, allowances and any other remuneration which the Company is at liberty to receive in relation to the Services.

8.9. The Company may, at its sole discretion and at any time, require the Customer to pay the Company a Security Deposit by cashier’s cheque, or bank transfer to the Company’s designated bank account, to cover all or part of estimated or expected Custom Duties and other costs, expenses, charges and/or disbursements.

8.10. In the event Customer does not pay invoices issued by Company in accordance with this clause, Company shall have the right to deduct, unilaterally, such unpaid amount(s) from the Security Deposit, without the need for a court order allowing it to do so. If Company uses, applies, or retains the whole or any part of the Security Deposit, Customer will deliver to Company the amount necessary to replenish the Security Deposit to its original sum immediately upon written request from Company. Failure to comply shall constitute a material breach and in that case, without prejudice to any other rights or remedies, the Company reserves the right to suspend all or part of the Services immediately and until such time as the Customer pays the outstanding balance of the Security Deposit.

8.11. To the extent permitted by Applicable Law, the Company reserves the right to charge contractual interest for late payment at a rate of nine percent (9%) per annum on all amounts due to it that are outstanding, from the date such amounts are due until the date they are paid in full.

8.12. When outstanding monies due and owing to the Company have to be recovered from the Customer then all costs and expenses, legal or otherwise, connected with such recovery shall be borne by the Customer on an indemnity basis and the Customer hereby agrees to indemnify the Company for such costs and expenses. In any event, Company may, at its discretion, also charge the Customer a fee of 9% on any outstanding monies, as administrative fee for late payment. 

9. Remedies

Cancellation or suspension

9.1. Without prejudice to any other rights that the Company may have, the Company reserves the right to cancel or suspend immediately, at its discretion, and without liability or court order, all or part of any Services where: 

1. payment of any amounts due to it has not been made in accordance with Clause ‎8 (Payments to Company and interest for late payment);

2. the Customer breached Clause ‎5 above (Warranties and undertakings); or

3. the nature, condition or packaging of the Goods adversely affects or is likely to adversely affect the Company's performance of any Services, without fault or negligence by the Company, and in a way which the Company cannot avoid by the exercise of reasonable endeavour. 

Lien and disposal of Goods

9.2. Without prejudice to any other rights that the Company may have, the Company shall have a general right of lien, exercisable unilaterally and without a court order, in respect of any Goods or any documents relating to Goods in its possession or control at any time, for all sums which are due to it by or on behalf of the Customer. 

9.3. In case of: (i) unpaid amounts due to the Company; (ii) Failed Delivery where the Shipper refuses to take redelivery of the relevant Goods promptly following written request by the Company; or (iii) any other reason whatsoever not attributable to the Company and delaying the Goods in the Company's possession; the Company may take such steps as it sees fit to protect its and other parties' interest, including but not limited to the destruction or abandonment of all or any part of the Goods, the storage of the Goods or any part thereof at the risk and cost of the Customer, or the disposal of all or part of the Goods (by direct sale, auction or otherwise as the Company may deem reasonable), without court order to that effect:

1. for perishable Goods, immediately and without further notice; or 

2. for non-perishable Goods, after sending the Customer a twenty one (21) calendar day written notice of the Company's intention for the Goods.  

9.4. Where the Company disposes of the Goods pursuant to Clauses ‎9.2 and ‎9.3 above, the Company has the right to apply any sale proceeds towards the balance of any payments due to the Company. 

9.5. Any liabilities, costs and expenses, including any legal costs, as well as fines, penalties, charges and taxes associated with the destruction, abandonment, storage or disposal of the Goods pursuant to Clauses ‎9.2 and ‎9.3 above shall be borne by the Customer and may be deducted by the Company from any proceeds of sale of the Goods. The Customer will indemnify the Company in this regard immediately upon first written demand. 

9.6. Where Goods must be redelivered to the Customer by the Company for any reason whatsoever, including at the Customer's request or in case of Failed Delivery, all costs associated with such redelivery are to be borne by the Customer 

Abandonment

9.7. If at any time the Company's performance is or is likely to be affected by any hindrance or risk of any kind (including the nature, condition or packaging of the Goods) not arising from any fault or neglect of the Company and which cannot be avoided by the exercise of reasonable endeavour, the Company may abandon the carriage or handling of the relevant Goods and, where reasonably possible, redeliver such Goods or any part of them to the Customer at a place which the Company may deem safe and convenient, at which point the responsibility of the Company in respect of such Goods shall immediately cease. In any event, the Company shall be entitled to the agreed remuneration under the relevant contract and the Customer shall pay any additional costs resulting from the above-mentioned circumstances.

10. Set-off

10.1. The Customer agrees that the Company may, without court order, set-off any funds it holds for or on behalf of the Customer against any claims, liabilities, losses, taxes, custom duties, levies, charges and any costs and expenses incurred by the Company in the performance of or in relation to the Services. 

10.2. The Customer agrees that the Company may, without court order, set-off any funds it holds for or on behalf of the Customer against any fees, commission or other payments due by the Customer to the Company in relation to the Services. 

11. Liability

11.1. Under no circumstances whatsoever will the Company or its insurers ever be liable for:

1. any loss of profit, sales, revenue, business, contracts, goodwill, reputation or anticipated savings; or

2. any loss or liability that is indirect or consequential.

11.2. To the extent that the Company issued a Transport Document to the Customer in respect of Goods or a Shipment, the Company's liability to the Customer arising out of or in connection with such Goods or Shipment, shall be limited or excluded as set forth in the relevant Transport Document. The terms of these Conditions will supplement the relevant Transport Document, to the extent that these Conditions do not conflict, or are not inconsistent with the relevant Transport Document.  

11.3. Where Clause ‎11.2 does not apply, the Company shall have no liability whatsoever to the Customer for damage to or loss of Goods including arising out of or in connection with the packaging, storage, handling or transport of the Goods by the Company, nor for any related costs or expenses (including legal costs and expenses), unless such loss, damage, delay, costs or expenses are due to the Company's gross negligence or wilful misconduct. 

11.4. Where clause ‎11.2 does not apply and to the extent that the exclusion in Clause ‎11.3 is not applicable for any reason whatsoever, the Company’s total liability to a Customer, whether arising from breach of contract or otherwise, shall be limited to:

1. in relation to claims for loss or damage to Goods, the lower of:

   1. the value of the lost or damaged Goods; or

   2. US$10.00 (ten United States dollars) per kilogram of the gross weight of any Goods lost or damaged, subject to a limit of US$5,000 (five thousand United States dollars) per event or series of connected events. 

2. in relation to all other claims, the lower of:

   1. The value of the relevant direct loss; or

   2. the price of the Service relating to the relevant claim(s)/Shipment(s)

11.5. Without prejudice to the above, unless otherwise expressly agreed in writing, and subject to any Applicable Law, delivery times are not guaranteed and the Company does not undertake that the Goods or any documents shall depart, arrive, or be available on particular dates or take a particular route. The Company, therefore, has no liability for delay. If, notwithstanding this clause 11.5, the Company is nevertheless found liable for delay, its liability shall in no circumstances exceed the amount set out under clause 11.4(b) above.

11.6. For the purposes of assessing the Company’s liability under this Clause 11, and under any relevant Transport Document where relevant, the value of Goods will be:

1. in the case of Goods that are lost or destroyed: (i) the net invoice price of such Goods (excluding value added tax) or the manufacturing cost of such Goods (excluding value-added tax), as incurred by the Customer; and (ii) where the invoice value or manufacturing cost is unknown, the value of the Goods shall be fixed according to the relevant commodity exchange price, or, if there is no such price, according to the current market price, or, if there is no commodity exchange price or current market price, by reference to the normal value of goods of the same kind and quality; as the case may be, less any salvage value; or 

2. in the case of damaged Goods, the value of such Goods as calculated in clause 11.6(a), reduced in proportion to the damage sustained.

11.7. Without prejudice to the above, the Company shall have no liability, under any circumstance whatsoever, for any loss, damage, penalties, fines, cost or expense arising out of or in connection with: 

1. custom declarations relating to the Goods, except in case of breach of these Conditions, negligence, willful misconduct or fraud by the Company;

2. the Customer's inaccurate description, identification or marking of the Goods; 

3. the Customer's failure to clearly identify the name, location and contact details of the relevant consignee of the Goods;

4. inherent defect in the Goods; 

5. inadequate or defective packaging of the Goods, except where the Company provided the packaging in which case the Company's liability will be limited and/or excluded as per this clause 11;  

6. any feature or characteristic of the Goods themselves, whether defective or not;

7. any contents of a Transport Unit, whether sealed or not;

8. Customer's wrong or inaccurate instructions, or its failure to provide instructions; or

9. Failed Delivery.

11.8. The provisions of this Clause ‎11 are without prejudice to any limitation, rights or exclusion of liability that may apply to the benefit of the Company under any Applicable Law.

11.9. The Company is the Customer's sole contractual counterpart in relation to the Services. Other entities within the Company Group will have no relation or liability to the Customer in any way whatsoever, and such entities cannot be found jointly and severally liable for any of the Company's obligations or liabilities.  

12. Indemnities

12.1. The Customers hereby agrees and undertakes to fully indemnify the Company, and hold it harmless against any and all: (i) claims (including claims from third parties), losses, damages, judgments, awards, orders; (ii) fines, penalties, charges, taxes and any other government duties; and (iii) costs, disbursements and expenses (including but not limited to legal expenses), which the Company has, may or will incur arising out of or in connection with: 

1. the performance of the Services or the execution of the Customer's instructions; 

2. a breach of these Conditions, or of any other agreed specific terms, by the Customer, including any of the warranties in clause ‎5; 

3. any event listed at clause ‎11.7 above; or

4. any amount which the Company has, may or will incur in excess of the Company's limits of liability under the provisions of these Conditions, regardless of whether arising from, or in connection with, a breach of contract, negligence, wilful misconduct or breach of duty by the Company, any member of the Company Group or their respective agents, servants or subcontractors.

12.2. Without prejudice to any of the terms in these Conditions, if the Company finds itself, whether by Applicable Law or otherwise, in any country, jointly or severally liable for any liabilities of the Customer or any other party seeks to hold the Company liable for any liabilities of the Customer, then such Customer shall fully indemnify the Company and hold it harmless for any claims, damages, losses, costs and expenses (including but not limited to legal expenses) arising out of or in connection thereof and shall not in any way assert any claim for a contribution from the Company.

13. Limitation period for claims (time bar)

13.1. The Company shall be deemed prima facie to have delivered the Goods undamaged and in full unless notice of loss or damage to the Goods and the general nature of it is given in writing to the Company or to the Company’s agent at the place and time of delivery, or within the timeframes set out under Clause 13.2. 

13.2. No action, demand or claim shall be admissible unless first made to the Company in writing: 

1. in the case of visible damage to the Goods, immediately after its discovery and at the latest within fourteen (14) calendar days from the date of receipt of the Goods; 

2. in the case of other damage to the Goods, within fourteen (14) calendar days from the date of receipt of the Goods;

3. in the case of delay, within twenty-one (21) calendar days from the date on which the Goods were placed at the disposal of the person entitled to delivery; and 

4. in the case of non-delivery of the Goods, within one hundred and twenty (120) calendar days of the date of issue of the related Transport Document.

13.3. The Company shall, unless otherwise expressly agreed, be discharged of all liability under these Conditions unless suit is brought within twelve (12) months after the delivery of the Goods, or the date when the Goods should have been delivered, or the date when, in accordance with Applicable Law, failure to deliver the goods would give the consignee the right to treat the goods as lost.

14. Custom clearance 

14.1. Where the Company provides customs clearance Services, the Company does so as the Customer's agent. The Customer agrees that it has sole liability for errors in customs declarations, documentation and applications made on its behalf by the Company, unless such errors are the result of the Company's breach of these Conditions, negligence, willful misconduct or fraud.

14.2. The Customer will be responsible for paying any and all Custom Duties immediately upon demand. 

14.3. The Customer undertakes to indemnify the Company, immediately upon first written demand, of any and all claims, liability, costs, charges, disbursements and expenses, including fines, penalties, tax, duties (including Custom Duties) and levies, that the Company may incur in performing customs clearance Services on behalf of the Customer. 

14.4. The Company will never act as the Importer of Records (IOR) and/or Exporter of Records (EOR) on behalf of the Customer, unless agreed in writing and subject to the terms of a separate agreement to be executed between the Company and Customer. 

15. Himalaya 

15.1. The Customer hereby expressly agrees that every servant, agent, insurer or Subcontractor of the Company shall have the benefit of all exceptions, limitations, provisions, conditions and liberties herein benefiting the Company as if such provision were expressly made for their benefit. The Company enters into these Conditions on its own behalf and as agent and trustee for all such servants, agents, insurers and Subcontractors.

16. Termination

16.1. Without affecting any other right or remedy available to it, the Company may terminate any Services for convenience, without court order, upon giving thirty (30) calendar days' written notice to the Customer.  

16.2. Without affecting any other right or remedy available to it, the Company may terminate the Services, without court order, and with immediate effect, by giving written notice to the Customer if:

1. the Customer fails to pay any amount claimed by the Company under these Conditions and remains in default not less than twenty-one (21) calendar days after being notified in writing to make such payment; 

2. the Customer commits any material breach of its obligations, including but not limited to a breach of Clauses ‎5 (Warranties) and ‎21 (Trade Compliance);

3. the Customer becomes insolvent, enters into liquidation (apart from solvent liquidation for the purposes of amalgamation or reconstruction) or is dissolved or declared insolvent or has a receiver, administrator or administrative receiver appointed over all or a substantial part of its assets or enters into an arrangement with its creditors or takes or suffers similar action; 

4. the Customer is subject to Change Control; or

5. upon any action from any government or competent authority that materially changes the conditions of this agreement.  

16.3. In case of early termination pursuant to this Clause ‎‎16, all sums owed (whether invoiced or not) to the Company shall become due and payable immediately.

17. Effect of termination

17.1. In case of termination of any Services as per Clause ‎16 above, the Customer will promptly accept redelivery of all relevant Goods still in the Company's possession, at a place which the Company will deem reasonably safe and convenient. All costs of such redelivery are to be borne by the Customer. 

17.2. Should the Customer fail to take redelivery of its relevant Goods pursuant to Clause ‎17.1 above within twenty one (21) calendar days of the date of the relevant termination, the parties agree that all such Goods will be deemed abandoned by the Customer. The Company will have complete liberty to dispose of such Goods as it deems fit and without the need for a court order. All proceeds generated from the disposal of such Goods may be applied by the Company against any amounts due to it by the Customer.

18. Force Majeure

18.1. The Company shall not be liable for the failure or delay in performing its obligations under these Conditions if such failure or delay results from any reason beyond the Company's reasonable control, including but not limited to:

1. acts of God, explosion, fire, lightning, flood or severe or abnormal weather conditions;

2. outbreak of war, hostilities, riot, civil disturbance, acts of terrorism;

3. software defects or failure, power failure or failure of telecommunications lines; 

4. malicious damage, strike, lock-out or industrial action of any kind; 

5. acts of government or statutory authority, including economic sanctions or embargoes, or the entering into force of any law or administrative act;

6. epidemic, pandemic, lockdowns or quarantine; and

7. shortage of, inability or delay in obtaining fuel, supplies, labour, material or services;

8. any other event outside of either party's control.  

19. Special Goods

19.1. Prohibited Goods

Except under special arrangements previously made in writing, the Company will not accept or deal with any of the Goods that are illegal, or the transport of which is unlawful, under Applicable Law. Any person delivering such Goods to the Company or causing the Company to handle or deal with any such Goods shall be liable for all liability, loss or damage caused thereby and shall indemnify the Company against all liability, losses, claims, damages, penalties, fines, costs and expenses (including legal expenses), arising out of or in connection therewith and such Goods may be destroyed or otherwise dealt with at the sole discretion of the Company or any other person in whose custody they may be at the relevant time.

19.2. Dangerous Goods

19.2.1. The Company will not handle Dangerous Goods unless previously agreed by it in writing. Where the Company takes charge of Dangerous Goods, the Customer warrants that it has: 

1. given the Company written notice of the nature of the Dangerous Goods prior to the Company’s receipt of the same, including: 

   1. all the specifications and characteristics of the Dangerous Goods and the appropriate manner and method of storage, handling and transportation of the Dangerous Goods (as appropriate); and  

   2. all other information necessary for the Company to perform the Services in connection with the Dangerous Goods safely and in accordance with all Applicable Law; and 

2. obtained all necessary approvals, consents and/or licences from the relevant regulatory authorities that are or may be necessary to allow the Company to take charge and Service such Dangerous Goods, without risk or delay, as agreed with the Customer.

19.2.2. The Company may, at its discretion, apply additional charges to handle any Dangerous Goods.   

19.2.3. The Dangerous Goods must be distinctly marked on the outside so as to indicate the nature and characteristics of the Dangerous Goods and so as to comply with all Applicable Law.  

19.2.4. Dangerous Goods that have been tendered to the Company in breach of this clause 19.2 or which, in the opinion of the Company, constitute a risk to other goods, property, environment, life or health may, at the sole discretion of the Company (or any other person in whose custody they may be at the relevant time) and without notice to the Customer, be destroyed or otherwise dealt with at the expense and risk of the Customer and without liability to the Company.

19.2.5. If any of the Goods are likely to taint or affect other goods, harbour or encourage vermin or other pests, cause contamination or soiling or require remedial cleaning expenses to be incurred, they may, without notice to the Customer, be destroyed or otherwise dealt with at the expense and risk of the Customer and without liability to the Company.

19.3. Controlled Goods and Goods that require special handling

19.3.1. The Customer undertakes not to submit for transportation any Controlled Goods or Goods that require special or unusual handling without prior written agreement of the Company and, in relation to Controlled Goods, without previously giving written notice of their nature and particular temperature range to be maintained. 

19.3.2. Where the Company takes charge of Controlled Goods, the Customer warrants that it has:

1. given the Company written notice of the nature of, and particular temperature and/or atmosphere to be set for the proper handling of the relevant Controlled Goods; and

2. in the case of a temperature and/or atmosphere-controlled Transport Units stuffed or loaded by or on behalf of the Customer, ensured that:

   1. the relevant Transport Unit and Goods have been properly pre-cooled, pre-heated or otherwise prepared as appropriate;

   2. the Goods have been properly stuffed or loaded in the Transport Unit; and

   3. the Transport Unit’s thermostatic or other controls have been properly set and checked by or on behalf of the Customer,

19.3.3. The Company may, at its discretion, apply additional charges to handle any Controlled Goods.   

19.3.4. The Company shall not be liable for any loss of or damage to Controlled Goods arising from defects, derangement, breakdown or stoppage of any temperature and/or atmosphere-controlled Transport Unit or any other breach of this Clause 19.3 by the Customer.

20. Sub-contracting

20.1. The Company may, at its discretion, and without prior notice, delegate or subcontract part or all of any Services to any third party.  

20.2. The Customer undertakes not to make any claims or commence proceedings in respect of the Goods and/or the Services, whether arising in contract, bailment, tort or otherwise, against the Company’s agents or Subcontractors. The Customer further undertakes to indemnify the Company against any and all losses, damages, costs (including legal costs) and expenses incurred by the Company as a result of any the Customer breaching this undertaking.

21. Trade Compliance 

21.1. The Customer shall be responsible for ensuring that all Customer transactions for which Services are provided comply with any and all applicable laws, regulations, rules, orders and other requirements relating to import, re-import, export, and re-export control laws and regulations (including all related US laws and regulations, such as the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR)), economic sanctions, embargoes and sectoral sanctions of the United States, the European Union and its member states, the United Nations, and any other governments with jurisdiction over this Agreement (together, “Sanctions and Export Laws”).  

21.2. The Customer represents and warrants that none of the transaction for which the Services are requested would subject the Company to sanction, nor requires specific prior government authorization (e.g. export or import licenses, from the country of origin of the Goods or otherwise), under any and all Sanctions and Export Laws, or if any prior government authorization is required, the Customer has obtained such authorization or license and provided a copy to the Company.

21.3. The Company may refuse to provide any Services, without liability, if, in the Company's sole judgment, such Services or the transaction(s) to which they relate could be in violation of any Sanctions and Export Laws.

22. Insurance

22.1. The Company shall not be required to take out specific insurance in relation to any Goods or Services unless expressly agreed otherwise with the Customer. The Company may be able to arrange insurance covering the value in respect of loss of or damage to Goods, provided that the Customer so instructs the Company in writing and pays any applicable fees. Goods insurance does not cover indirect loss or damage, or loss or damage caused by delays. All terms of any insurance policies contracted by the Company on behalf of the Customer are deemed agreed directly between the Customer and the relevant insurance provider, without responsibility of the Company. 

22.2. Without prejudice to clause 22.1, it is the Customer’s responsibility to ensure that, at all times until completion of the relevant Services by the Company, all the relevant Goods and other items (as applicable), which are subject to the Services, are fully insured on an indemnity basis against loss, damage and destruction (all risk). The Customer will provide the Company with details of the relevant insurance policies upon request.

22.3. The Customer warrants that any insurance policy contracted pursuant to Clause ‎22.2 will list the Company as an insured person or, will include a waiver by the insurance company of any subrogated claims against the Company. The Customer will indemnify the Company against any loss or cost the Company sustains as a result of the Customer failing to comply with this Clause ‎22.3. 

23. Waiver

23.1. A waiver of any right or remedy of the Company is only effective if given in writing by the Company. A delay or failure to exercise, or the single or partial exercise of, any right or remedy by the Company shall not:

1. waive that or any other right or remedy; or

2. prevent or restrict the further exercise of that or any other right or remedy.

23.2. Nothing in these Conditions is to operate or be interpreted as a waiver by the Company of any of its rights, remedies or defences under applicable law or regulation. 

24. Severance

24.1. If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of these Conditions.

25. Assignment

25.1. The Customer shall not assign, transfer or sub-contract any of its rights and obligations under these Conditions, whether in whole or in part, without the Company's prior written consent. 

25.2. The Company may assign all or any of its rights and obligations under these Conditions or any Transport Document to any member of the Company’s Group without the prior written consent of the Customer.

26. Data protection

26.1. Where the Customer is an individual, the Company will act as a controller of any personal data provided by the Customer to the Company to provide the Services. The Company will process the personal data under the terms of the Company’s Customer Privacy Policy (available at https://www.aramex.com/ae/en/privacy-policy).

26.2. Where the Customer is a company, personal data provided by the Customer to Company to provide the Services will be processed strictly under the terms of the Data Privacy Schedule

26.3. The Customer hereby warrants that any personal data which is provided to Company in relation to the Services, which relates to other persons have been lawfully collected under the Applicable Law. In particular, the Customer warrants that the other persons have been appropriately informed, under the requirements of the Applicable Law, that their personal data may be disclosed to Company for these purposes, and that the Customer has identified a suitable legal basis to share those personal data with the Company. The Customer will be held liable for any costs, claims, damages or expenses suffered or incurred by the Company as a result of the Customer’s failure to meet the above requirements regarding any personal data related to other persons which is disclosed to Company by Customer. 

27. Confidentiality 

27.1. The Customer undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Company or of any member of the Company Group, except as permitted by Clause ‎27.2.

27.2. The Customer may disclose the Company's confidential information:

1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Customer's rights or carrying out its obligations under or in connection with these Conditions. The Customer shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the Company's confidential information comply with this Clause 27.2; and

2. as may be required by Applicable Law, a court of competent jurisdiction or any governmental or regulatory authority.

27.3. The Customer shall not use the Company's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Conditions.

28. Governing law and jurisdiction

28.1. Any dispute arising out of or in connection with these Conditions shall be subject, for the benefit of the Company, to the jurisdiction of the courts of, and governed by the law of, the country in which the Company is incorporated, and the Customer irrevocably submits to such law and jurisdiction, unless contrary to applicable law. 

28.2. Notwithstanding clause ‎28.1 above, the Company, at its sole discretion, hereby expressly reserves the right to take any legal action or bring any claim, arising out of or in connection with these Conditions, before any court of competent jurisdiction.