Netty Customs Clearing Agency CC (Incorporated in Namibia)

Netty Customs Clearing Agencies SA (Pty) Ltd (Incorporated in South Africa)

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STANDARD TRADING TERMS AND CONDITIONS

 

1.  These Standard Trading Terms and Conditions cover the services rendered in terms of our capacity as Customs Clearing Agents, but not limited thereto. These terms and conditions may be extended to include further relationships, such as Foreign Principal Agency agreements or such additional service agreements as both parties may enter into. Such additional agreements entered into may supplement, but not replace these Standard Trading Terms and Conditions.

 

2. In these Standard Trading Terms and Conditions, the following words have the following meanings:

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"Customer" or “Client” means and includes any person at whose request or on whose behalf the Customs Clearing Agent provides Services, and may include the shipper, the consignee and/or the owner of the goods, or the transporter of the goods. The customer or client is party to these terms and conditions.

 

"Dangerous Goods" includes goods that are of a dangerous, explosive, inflammable, radioactive or damaging nature.

 

“Foreign Principal” means a person (individual or juristic persons) not located in South Africa that wishes to register as a client with SARS in which-ever capacity, doing so by means of a Registered Agent acting on their behalf.

 

“Foreign Principal Agency Agreement” means the agreement entered into between the Foreign Principal and Registered Agent, which agreement may supplement these standard trading terms and conditions, but do not replace them.

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"Goods" includes goods, wares, merchandise and articles of every kind whatever; and any container, trailer, tank or pallet (including similar articles of transport used to store or consolidate goods) to be customs cleared by the Customs Clearing Agent.

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"Owner" means the owner of goods.

 

“Registered Agent” means a person (individual or juristic persons) located in South Africa to act on behalf of a Foreign Principal. It is important to note that a ‘registered agent’ is not the same as the current licensed ‘customs clearing agent'. Any South African individual or registered company may apply to become a ‘registered agent’. A licensed clearing agent may also become a ‘registered agent’.

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"Services" means the services provided by the Customs Clearing Agent either as principal or as agent, Mainly, undertaking or arranging customs clearance or payment of duties, But may include storage, loading, unloading, packing, unpacking, consolidation, de-consolidation, collection, delivery and/or other handling of goods, if so agreed between the parties.

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"Service delivery agreement" means any agreement, entered into by the Customer and Customs Clearing Agent, to render services. Such agreement may supplement, but not replace these standard terms and conditions. This agreement may be entered into either in writing, electronically, in person or otherwise. The nature of the agreement may be either a once-off engagement to render a specific service or a continual general engagement entered into for the rendering of services for a defined or indefinite period.

 

​"Customs Clearing Agent" means either Netty Customs Clearing Agency CC (Incorporated in Namibia) or Netty Customs Clearing Agencies SA (Pty) Ltd (Incorporated in South Africa) or both above-mentioned entities.

 

“Termination notice” means a notice of termination of services served by either party to end any previous or current service delivery agreement.

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“Termination period” means the period after a termination notice has been served, until such date the service delivery agreement is terminated. The period shall depend on the nature of the service delivery agreement.

 

A once-off agreement is considered to be terminated after the services have been rendered and payment received. An ad hoc or once-off service may be terminated by either party at any time, notwithstanding the fact that should a service already be rendered, the customer shall remain responsible for the costs incurred.

 

Should the services of the customs clearing agency be engaged on a continual or indefinite period, the standard termination period shall be 3 months, which may be adjusted by mutual agreement of the customer and the Customs Clearing Agent.

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Preamble

 

3.1. The Customer wishes to engage the services (as defined) of the Customs Clearing Agent.

 

3.2. The Customs Clearing Agent wishes to accept such engagement, on the terms and conditions as set out herein.

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4.1. All business undertaken by the Customs Clearing Agent is transacted subject to these Conditions, which shall be deemed to be incorporated in any additional agreement between the Customs Clearing Agent and the Customer.

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4.2. If at any time one or more of such provisions becomes invalid or illegal, the validity or legality of the remaining provisions of these Conditions shall not in any way be affected.

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4.3. In these Conditions, words importing the singular include the plural and vice versa; words importing a gender include every gender.

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4.4. Wherever it is provided in these Conditions that notice shall be dispatched by the Customs Clearing Agent to the Customer, such notice shall be deemed as having been dispatched if (i) the Customs Clearing Agent does not know the address, e-mail address or fax number of the Customer or (ii) the notice cannot reach the Customer through its address, e-mail address or fax number last known to the Customs Clearing Agent.

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4.5. The Customer’s liability under these Conditions shall be joint and several.

 

Responsibilities of the Customer or Client:

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5. The Customer entering into any business with the Customs Clearing Agent warrants to the Customs Clearing Agent that the Customer is either the lawful Owner of the goods, or that the customer is authorized to accept these Terms and Conditions on behalf of the Owner.

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6. The Customer further warrants and undertakes that:

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6.1. it has full control over the goods on which the services need to be rendered, and that such goods have been dealt with lawfully and in full compliance of applicable laws and regulations.

 

6.2. all the goods have been properly and sufficiently packed and that the Customs Clearing Agent has no liability for any loss of, damage to or any other claims relating to the goods which are improperly or insufficiently packed.

 

6.3. all relevant information relating to the goods packed has been communicated to the Customs Clearing Agent, and such information is accurate and is not misleading in any way. Including, but not limited to:

• the quantity and nature of goods,

• the valuation of goods,

• the legality of goods,

• the availability and validity of any permits that may be required.

 

6.4. it shall fully comply with applicable laws and regulations of ports airports, Customs or other authorities.

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Responsibilities of the Customs Clearing Agent

 

7.1. The Customs Clearing Agent undertakes to render the Services as defined or as agreed to by the parties.

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7.2 The Customs Clearing Agent has the necessary skill, expertise and experience to provide such Services.

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7.3. The Customs Clearing Agent may at times appoint an agent or sub-contractor to perform the services on its behalf, with the undertaking that such agent or sub-contractor shall comply with the same terms and conditions as the Customs Clearing Agent.

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7.4. The details of any future additional services not included herein to be performed by the Customs Clearing Agent, will in each instance be set out in a written quotation prepared by the Customs Clearing Agent and confirmed by the Customer in writing.

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7.5. The Customs Clearing Agent warrants and undertakes that:

• it shall provide the Services with due diligence, skill and care in a professional manner in accordance with the expected industry standards applicable to the Services;

• it shall provide the Services in a timely manner;

• its employees shall comply with all reasonable directions and instructions provided by the Client’s representatives to the Customs Clearing Agent;

• its employees who will provide the Services shall have the qualifications and the experience required to render the Services in a competent and professional manner;

• it shall exercise proper supervision over the Services at all times;

• no facts or circumstances exist that may materially affect its capacity to perform its obligations under this Agreement;

• all written warranties and representations made by or on behalf of the Service Provider before conclusion of this Agreement are binding upon it and are deemed to have induced the Client to enter into this Agreement;

• the Services will be performed in compliance with all applicable laws and regulations;

• all deliverables are the result of its know-how, experience and expertise and shall not infringe the Intellectual Property Rights of any third party; and

• none of its employees involved in the provision of the Services has a criminal record or is subject to a criminal investigation.

 

7.6. The Customs Clearing Agent shall, at the request of the Client, provide sufficient information in respect of the supply of Services with sufficient detail to allow the Client to ascertain whether the Services are provided in conformity with this Agreement.

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7.7. The Customs Clearing Agent reserves to itself absolute discretion as to the means, the manner, the routes and the procedures to be followed in the performance of the Services. Anything done in accordance with the aforesaid discretion or liberty shall not be a deviation of whatsoever nature or degree.

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Limitation of Liability

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8.1. The Customer shall indemnify the Customs Clearing Agent against all claims, liability, losses, damage, costs and expenses arising:

• out of the Customs Clearing Agent acting in accordance with the Customer's instructions, or

• from a breach of warranty or obligation on the part of the Customer, or

• due to inaccurate information or insufficient instructions provided by the Customer, or

• from the mistake, negligence or willful default of the Customer.

 

​8.2. The Customs Clearing Agent shall not be held liable for any other loss, damage, deterioration, non-compliance or miscompliance of instructions, which does not arise directly from the negligence, mistake or willful default of the Customs Clearing Agent, its employee, agent or sub-contractor.

 

8.3. The Customer undertakes that all claims in connection with any Services provided by the Customs Clearing Agent shall be made only against the Customs Clearing Agent. No claim shall be made against any employee, agent or sub-contractor of the Customs Clearing Agent.

 

However, if any such claim should nevertheless be made, the Customer shall then indemnify the Customs Clearing Agent against all consequences of such claim.

 

Nevertheless, such employee, agent and sub-contractor shall have the same benefits in terms of this agreement, as would have been available to the Customs Clearing Agent.

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8.4. The Customs Clearing Agent shall not be held responsible for any claims, costs and demands whatsoever and by whomsoever made which exceeds the liability of the Customs Clearing Agent under the terms of these Conditions.

 

​8.5. If there is any claim for which the Customs Clearing Agent is legally held liable, and no other terms in these Conditions (limiting or excluding the Customs Clearing Agent’s liability) are suited to that claim, the Customs Clearing Agent’s aforesaid liability shall not exceed the amount of total fees paid or payable for services rendered in respect of goods on which the claim arises.

 

8.6. All and any Services provided by the Customs Clearing Agent gratuitously are provided on the basis that the Customs Clearing Agent will not accept any liability whatsoever.

 

8.7. Any claim against the Customs Clearing Agent must be in writing and delivered to the Customs Clearing Agent within 3 months from the date of delivery of the service or the date the service should have been delivered or the date of the event giving rise to the claim, whichever is the earliest. Otherwise, the Customs Clearing Agent shall be discharged of all liability whatsoever in respect of any claim.

 

8.8. The defenses, exemptions and limitations of liability provided for in these Conditions shall apply in any action against the Customs Clearing Agent whether such action is founded in contract or in tort.

 

Force Majeure

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9.1. Neither Party shall be in breach of this Agreement where the inability to comply with any obligation is caused by force majeure, which shall include, inter alia, wars, riots, civil commotion, natural physical disasters, industry or nationwide strikes or industrial action by either Party’s employees and action by government or a public authority and circumstances wholly beyond the reasonable control of the Parties.

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9.2. Notice of the occurrence of the Force Majeure Event shall be conveyed by the Affected Party to the other Party (“the Unaffected Party”) as soon as possible and shall include details of the Force Majeure Event and the likely effect it may have on the Affected Party’s obligations in terms of this Agreement.

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9.3. The Affected Party’s rights and obligations in terms of this Agreement shall be suspended for the period of duration of the Force Majeure Event and the Unaffected Party shall be entitled to make such temporary arrangements (including, inter alia, the appointment of a third party to perform the Affected Party’s obligations during the period of duration of the Force Majeure Event) as may be necessary to ensure the continuation of the Services.

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Payment of Services

 

10.1. The Customer shall pay to the Customs Clearing Agent all sums immediately when due (Standard Terms being 7 days after month-end) without deduction on account of any claim, counterclaim or set-off.

 

10.2. For any amount unpaid within 30 days from the date of the invoice, the Customs Clearing Agent shall be entitled to interest from the date of the invoice until payment at 2% per month.

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Confidentiality

 

11. The Customer and Customs Clearing Agent acknowledge that any oral or written information exchanged between the Parties in connection with the preparation and performance of services are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that:

 

• is or will be in the public domain (other than through unauthorized disclosure);

• is under the obligation to be disclosed pursuant to the applicable laws or regulations; or

• is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section.

 

This Section shall remain applicable, after the termination of this Agreement for any reason.

 

General

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12. Should any party wish to terminate the service agreement, the relevant party should do so in writing, be serving a Termination Notice, which shall be in force for the Termination period.

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13. These Conditions and any agreement shall be governed by the laws of either Namibia or South Africa, depending on the country in which such services are rendered. Any claim or dispute must be determined exclusively by the courts in of either country stated above and no other court.

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14. The Parties choose as their domicilium citandi et executandi their respective addresses set out in this clause for all purposes arising out of or in connection with this Agreement at which addresses all processes and notices arising out of or in connection with this Agreement may validly be served upon or delivered to the Parties.

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Netty Customs Clearing Agency CC (Incorporated in Namibia)

Swartkpos Border Post, MR118 Road, Oranjemund, Namibia, 23015

 

Netty Customs Clearing Agencies SA (Pty) Ltd (Incorporated in South Africa)

CNR of Inrylaan and Oranjeweg, Alexander Bay, South Africa, 8290