STANDARD TRADING CONDITIONS(STC) OF VIETNAM LOGISTICS BUSINESS ASSOCIATION (VLA)
Contents:

  1. DEFINITIONS AND SCOPE OF APPLICATION
  • DEFINITIONS
  • SCOPE OF APPLICATION
  1. OBLIGATIONS OF CUSTOMER

III.    FEES, QUOTATION AND SERVICE INVOICE

  • FEES
  • QUOTATION AND SERVICE INVOICE
  1. LIBERTIES AND RIGHTS OF THE COMPANY
  2. GENERAL CONDITIONS
  • GENERAL LIABILITY AND LIMITATION OF LIABILITY
  • GENERAL AVERAGE
  • WAREHOUSE
  • CONTAINERS
  • BREACH
  • INSURANCE
  • DANGEROUS GOODS
  1. COMPANY ACTING AS AGENT

VII.  COMPANY ACTING AS PRINCIPAL

  • AIR, RAIL, ROAD CARRIAGE
  • BOTH-TO-BLAME COLLISION CLAUSE

VIII………………………………………………………. CLAIMS AND ARBITRATION

  1. JURISDICTION AND APPLICABLE LAW
  2. IMPLEMENTATION PROVISION
  1. DEFINITIONS AND SCOPE OF APPLICATION
DEFINITIONS
1. (a) In these conditions:
(1) “Authority” means a duly constituted legal or administrative person acting within its legal powers and exercising jurisdiction within any nation, state, municipality, port or airport;
(2) “Company” means the corporate member of the Vietnam Logistics Business Association (VLA) who provides any services upon and subject to the provisions of these conditions;
(3) “Conditions” means the entire undertakings, terms, conditions and clauses embodied herein;
(4) “Container” means freight container (including without limitation any container,trailer,flexitank,transportable tank, pallet or any article used to consolidate goods)which may carry unique identification numbers and markings, as well as any equipment forming partthereof or connected thereto(in order to make its ready for handling);
(5) “Customer” means any person at whose request or on whose behalf the Companyprovides any Services;
(6) “Dangerous goods” are the goods which:

are defined as Dangerous goods by the Authorities in Vietnam or in any other countries;

are classified and defined following “Recommendations on the Transport of Dangerous Goods Model Regulations” from The United Nations Subcommittee of Experts on the Transport of Dangerous Goods (SCoETDG); or International Maritime Dangerous Goods Code (IMDG) of International Maritime Organization (IMO) or International Civil Aviation Organization (ICAO) and The International Air Transport Association (IATA);

goods which are or may become of a dangerous, inflammable or radioactive character or damaging to itself or other property, or goods so dangerously packed, or goods likely to harbour or encourage vermin or other pests, or goods which owing to legal, administrative or other obstacles as to their carriage, discharge or otherwise may be detained or cause any other property or person to be detained;

empty receptacles which were previously used for the carriage of Dangerous Goods unless such receptacles have been rendered safe.

(7) “Goods” means the cargo transported or stored in relation to which Services are provided by the Company, and includes any packaging, tank, container or pallet supplied by or on behalf of the Customers;
(8) “Instructions” means the enumeration of specific requirements of customers for transporting, preserving and activities relating to the goods;
(9) “MTO” is the abbreviation of Multimodal Transport Operator with the definition precisely following the regulation of Vietnamese Authority regarding a company recognized as a Multimodal Transport service provider;
(10) “Owner” means the owner of the Goods, including shipper and consignee and any other person who is or may become interested in the goods and anyone acting on their behalf;
(11) “Services” means any business undertaken or any advice, information or services provided by the Company;
(12) “SDR” means Special Drawing Right, conventional unit of currency of the International Monetary Fund.
(b) Clause headings are inserted for convenience of reference only and shall be ignored in the interpretation of theses Conditions.
SCOPE OF APPLICATION
2. (a) Standard Trading Conditions (the Conditions) below will be applied for all services conducted, implemented or offered by the Company that is operating as forwarder and logistics services provider even if the Company presents the bill or another document as a proof of transport contract between a non-Company party and Customer or Owner.
(b) Conditions shall be applied separately when Companies are Agents or Principals:
(1) The clauses in Part V shall be applied if the Companyacts as Agent;
(2) The clauses in Part VI shall be applied if the Companyacts as Principal.
3. In case the Company operates as a carrier, the provisions referred in documents (often printed at the back side of documents) which are issued byor on behalf of the Company and have the content of the Bill of Lading or Waybill, whether negotiable or not, shallbe paramount in so far as such provisions are inconsistent with these Conditions.
  1. OBLIGATIONS OF CUSTOMER
4. The Customer warrants that he is either the Owner or the authorised agent of the Owner of the Goods, and that he is authorised to accept and is accepting these Conditions not only for himself but also as agent for and on behalf of the Owner of the Goods.
5. The Customer warrants that he has reasonable knowledge of matters affecting the conduct of his business, including but not limited to the terms of sale and purchase of the Goods and all other matters relating thereto; and that has complied with all laws and regulations relating to the nature, condition, packing, handling, storage and carriage of the Goods.
6. The Customer shall give to the Company sufficient and executable instructions, including:
(a) The details of the Goods for filling in transport document: the natural attributes, marks, symbol, quantity, weight, volume, quality and outside condition of the Goods;
(b) The documents relating to the Goods according to the legal regulations or clauses in sales contract, including the information of consignee.
7. The Customer warrants that the description and particulars of the Goods are complete, accurate and correct.
8. Unless the Company has agreed in writing to pack the Goods, the Customer warrants that the Goods are properly and sufficiently prepared, packed, stowed, labelled and/or marked, and that the preparation, packing, stowage, labelling and marking are appropriate to any operations or transactions affecting the Goods and in particular to withstand the ordinary risks of handling, storage and carriage.
9. (a) Unless otherwise previously agreed in writing, the Customer shall not deliver to the Company or cause the Company to deal with or handle Dangerous Goods.
(b) In the event that the Customer transfers Dangerous Goods to the Company for carriage or storage, the Customer, other than the duties stated in clause 6 above, shall have to execute the following regulations:
(1) Provide the Company with indispensable documents and instructions of dangerous attributes of the Goods, and, where necessary, preventive measures;
(2) Mark and label according to the regulation of international convention or the current regulation of nation;
(3) Assign the follower if the Dangerous Goods is required to a follower.
10. Receipt of Goods:
(a) Consignee shall warrant to get himself in readiness for receiving the goods in the receipt of the notice of the Company or carrier of goods’ arrival;
(b) If consignee should not receive the goods or refuse to receive the goods or delay unloading the goods which are over the required period of transport contract or legal regulation, then the Company or authorized person has the right to perform necessary steps following its rights and liberties stated in these Conditions as well as other relevant legal regulations. Consignee will bear any expense and damage arising.
11. The Customer shall pay to the Company in cash or in such manner as the Company may agree all sums immediately when due without deduction or deferment on account of any claim, counterclaims or set-off and the Customer agrees to waive the right of set-off, if any, as against the compan. When the Customer acts against the agreement before, the Company can have the right to hold the goods as stated in Clause 23 of these Conditions.
12. Customer shall compensate Company for every liability, loss, damage, costs and expenses whatsoever arising out of the Company acting in accordance with Customer’s instructions or arising from any breach by the Customer of any warranty stated in these Condition.

III.       FEES, QUOTATION AND SERVICE INVOICE

FEES
13. (a) Fees that the Company can charge the Customer or Owner include but not limited to freight, tax, storage charge, handling fee, certificate fee, other additional fees that are necessary for the Company to offer services and the fees stated in clause (b), (c) below;
(b) Collection fee: is the freights, tax or any fee that the Company, following the instruction of the Customer or Owner, collect from any other person other than the Customer or Owner. In that event, the Customer or Owner still takes the responsibility and clears the equivalent value to the Company when receiving the request for payment and having no document to prove the payment of those amounts of money from anybody else for any reason.
(c) Overdue Debt Fee: Without any other negotiation, the Customer or Owner will have to pay overdue debt fee for all overdue debts towards the Company. Customer will have to pay Company the interest, calculated from the date the fee is considered overdue until the payment of fee is made, at the rate of two (2) per cent (%) per month.
(d) Credit cancellation: Notwithstanding and without prejudice to Clause 13 (c), in the event that the Customer or Owner fails to pay any sum due to the Company within five (5) days from the date any such sum is due, the Company shall be entitled  at any time thereafter by written notice to the Customer declare that
  (1) All credit terms in respect of all or any part of the Services rendered pursuant to these Conditions shall be cancelled, whereupon the same shall be cancelled; and
  (2) All sums payable by the Customer to the Company in respect of all or any part of the Services rendered pursuant to these Conditions have become due and payable, whereupon the same shall immediately or in accordance with the terms of such notice become due and payable.
QUOTATIONS AND INVOICE
14. Quotations are given on the basis of immediate acceptance and are subject to withdrawal or revision. Unless otherwise agreed in writing the Company shall be, after acceptance, at liberty to revise quotations or charges with or without notice in the event of changes outside the Company’s control including but not limited to charges in currency exchange rates, rates of freight, general rate increase or any changes applicable to the “Goods”.
15. (a) Any dispute as to the amount or accuracy of any invoice issued by the Company shall be raised by the Customer within twenty (20) days from the date of the invoice, failing which, the Customer is deemed to have conclusively accepted that the invoice is complete and accurate.
(b) Unless otherwise expressly agreed in writing, all invoices rendered by the Company are payable immediately on sight.
  1. LIBERTIES AND RIGHTS OF THE COMPANY
16. Except insofar as has otherwise been agreed in writing, the Company shall be entitled and the Customer hereby authorises the Company to enter into contracts on behalf of itself or the Customer and without notice to the Customer:
(a) For the carriage of Goods by any route, means or person;
(b) For the carriage of Goods of any description whether containerised or not on or under the deck of any vessel;
(c) For the storage, packing, transhipment, loading, unloading or handling of Goods by any person at any place whether on shore or afloat and for any length of time;
(d) For the carriage or storage of Goods in Containers or with other Goods of whatever nature; or
(e) For the performance of any of its own obligations,
and to do such acts as in the sole opinion of the Company may be necessary or incidental to the performance of the Company’s obligations.
17. Service supply time:the Company shall carry out its services within a reasonable time unless otherwise previously stated in writing as the Customer’s instructions.
18. Supplemented instructions: if after a contract has been agreed, events or circumstances come to the attention of the Company, which in the opinion of the Company make it wholly or in part impossible for the Company to fulfill its duties, it shall take reasonable steps to inform the Customer of such events or circumstances and seek further instructions
19. Subject to these Conditions and in particular to the Company’s discretion below, the Company shall take all reasonable steps to perform any of the Customer’s instructions accepted by the Company:
(a) If at any stage during its services the Company should reasonably consider that there is good reason in the customer’s interests to depart from any of the Customer’s instructions, the Company shall be permitted to do so and shall not incur any additional liability in consequence of so doing
(b) The Company may at any time comply with the orders or recommendations given by any Authority. The responsibility of the Company in respect of the Goods shall cease on the delivery or other disposition of the Goods in accordance with such orders or recommendations.
20. Disadvantageous circumstances:
(a) If at any time the performance of the Company’s obligations, in the sole opinion of the Company or any person whose services the Company makes use of, is or is likely to be affected by any hindrance, risk, delay, difficulty or disadvantage whatsoever and which cannot be avoided by reasonable endeavours by the Company or such other person, the Company may, on giving notice in writing to the Customer or Owner or without notice where it is not reasonably possible to give such notice, treat the performance of its obligations as terminated and place the Goods or any part of them at the Customer’s or Owner’s disposal at any place which the Company may deem in its sole opinion safe and convenient, whereupon the responsibility of the Company in respect of the Goods shall wholly cease.
(b) The Customer or Owner shall pay on demand any additional costs of carriage and delivery to and storage at such places and all other expenses incurred by the Company.
21. Not taken delivery: 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 or any person whose services the Company makes use of calls upon the Customer or Owner 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 such Goods shall wholly cease and the cost of such storage and all other expenses and liability whatsoever paid or payable or incurred or which may be incurred by the Company shall be paid by the Customer on demand.
22. Goods disposal right:Without prejudice to Clauses 22 and 23, the Company shall be entitled but under no obligation, at the expense of the Customer payable on demand and without any liability on the part of the Company to the Customer or the Owner, to sell or dispose:
(a) On giving 7 days’ notice in writing to the Customer of Goods or any part thereof which in the sole opinion of the Company cannot be delivered as instructed; or
(b) Without notice to the Customer, of Goods which have perished, deteriorated or altered, or are in immediate prospect of doing so or which has caused or may reasonably be expected to cause loss or damage to any person or property or to contravene any applicable laws or regulations.
23. Custody of the Goods:
(a) All Goods and documents in the possession, custody and control of the Company or its agents shall be subject to a general lien and right of detention for all sums (including without limitation all costs and charges payable by the Customer) due to the Company at any time and from time to time whether in respect of Services provided or in respect of such Goods or other goods or otherwise. If the sums due as aforesaid are not satisfied within 7 days of a notice in writing by the Company to the Customer, the Company shall be entitled to sell or dispose of the Goods or documents whether by public auction, private treaty or otherwise, and the proceeds of sale shall be applied in satisfaction of firstly, the costs and expenses of the sale or disposal and secondly, the sums due to the Company without any liability whatsoever on the part of the Company to the Customer. The Company shall use the proceeds of sale to pay the sums and notice in writing to the Customer within 45 days, the remainder after payment for all sums due to the Company and the costs and expenses of the sale  or disposal of the Goods shall be transferred to the Customer and the Company shall be discharged of all the liabilities for the Goods or document thereafter. In the event that the proceeds of sale are insufficient to satisfy all sums due to the Company, the Company shall be entitled to recover from the Customer all sums which remain outstanding.
(b) Notwithstanding Clause 23(a) above, when the Goods are liable to perish or deteriorate, the Company’s right to sell or dispose of the Goods shall arise immediately upon any sum becoming due to the Company subject only to the Company taking reasonable steps to bring to the Customer’s attention its intention of selling or disposing of the Goods before doing so.
(c) The Company shall have the right to enforce against the Customer and Owner jointly and severally any liability of the Customer under these Conditions or to recover from them any sums to be paid by the Customer which upon demand have not been paid.
  1. GENERAL CONDITIONS
36. With services in relation to customs procedure, tariff, license, consular document, certificate of origin, certificate of inspection, other types of certificate and similar services: the Company shall only act as agent and not as principal.
37. To the extent that the Company acts as an agent, the Company does not make or purport to make any contract with the Customer for the carriage, storage or handling of the goods nor for any other physical service in relation to them and acts solely on behalf of the Customer in securing such services by establishing contracts with third parties so that direct contractual relationships are established between the Customer and such third parties.
38. The Company shall not be liable for the acts or omissions of such third parties referred to in clause 28 above and The Company shall not be responsible for any accident or for any act neglect or default howsoever arising whether willful or otherwise on the part of its agents or those with whom it contracts in respect of the Goods to be forwarded, whether they are  carriers by land, sea or air (whether ship owners, lighter men, canal, railway or aircraft operators or others) or warehouse keepers or other persons.
39. The Company when acting as an agent has the authority of the Customer to enter into contracts on the Customer’s behalf and to do such acts so as to bind the Customer by such contracts and acts in all respects notwithstanding any departure from the Customer’s instructions.
40. The Company only forwards goods subject to the contracts, terms, conditions, and regulations of the various persons, companies or authorities into whose possession the goods may pass.
41. The Customer shall defend, indemnify and hold harmless the Company in respect of all liability, loss, damage, costs or expenses arising out of any contracts made in the procurement of the satisfaction of the Customer’s requirements.

VII.    COMPANY ACTING AS PRINCIPAL

42. To the extent that the Company contracts as principal for the performance of the Customer’s instructions, the Company undertakes to perform or in its own name to procure the performance of the Customer’s instructions and subject to the provisions of these Conditions shall be liable for the loss of or damage to the goods occurring from the time that the goods are taken into its charge until the time of delivery.
43. Notwithstanding any other provision in these Conditions, if it is proven that loss of or damage to the goods occurred, the Company’s liability shall be determined by the provisions contained in any international convention or national law, the provisions of which:
(a) Cannot be departed from by private contract, to the detriment of the claimant; and
(b) Would have applied if the claimant had made a separate and direct contract with the actual provider of the particular service in respect of that service or stage of carriage where the loss or damage occurred and received as evidence thereof any particular document which must be issued if such international convention or national law shall apply.
44. Notwithstanding any provision in these conditions, if it can be proved that the loss of or damage to the goods occurred at sea or inland waterway, the company’s liability shall be limited to those set out in the Vietnam Maritime Code and the Company shall be entitled to rely on all defenses, exemptions or limitations provided to carriers by the Vietnam Maritime Code. Reference the Vietnam Maritime Code to carriage by sea shall be deemed to include reference to carriage by inland waterways and the Vietnam Maritime Code shall be construed accordingly.
AIR, RAIL, ROAD CARRIAGE
45. If the Company acts as a principal in respect of a carriage of Goods by air liabilities of the Company shall be determined and limited by the regulations of laws in relation thereto of the Government of Socialist Republic of Vietnam.
BOTH-TO-BLAME COLLISION CLAUSE
46. If the Vessel comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, Mariner, Pilot or the servants of the Carrier in the navigation or in the management of the Vessel, the owners of the cargo carried hereunder will indemnify the Carrier against all loss or liability to the other or non- carrying ship or her Owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said cargo, paid or payable by the other or non-carrying ship or her Owners to the owners of said cargo and set-off, recouped or recovered by the other or non-carrying ship or her Owners as part of their claim against the carrying Vessel or Carrier. The foregoing provisions shall also apply where the Owners, operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect of a collision or contact.

VIII. CLAIMS AND ARBITRATION

47. The claims against the Company shall have the limitation period within 9 months, except that the Company acts as a sea or inland waterways carrier and issue bill of lading on his own name, then the limitation period of the claims shall be determined under the provisions stated on the bill of lading. The period of 9 months shall start from the date of delivery to the recipient stated in the contract or, if the goods are not delivered, from the date the contract was signed.
48. In case of disputes, the parties shall first solve by negotiation, but if the dispute cannot be settled via negotiations, the parties agreed to take the case to the arbitral tribunal appointed by the parties themselves .Where the arbitrators selected do not agree with each other, then the decision of the supreme arbitrator appointed by the arbitrators shall be final and binding on the parties. In cases prescribed by law that a court settlement is obliged, then the court’s decision is final and binding on the parties.
  1. JURISDICTION AND APPLICABLE LAW
49. (a) These Conditions and any rule or contract to which they apply shall be governed by the Law of the Socialist Republic of Vietnam..
(b) In case that there are other regulations in relation to unregulated content of these Conditions or in case of other new regulations different from clauses in these Conditions, these regulations shall be applied.
  1. IMPLEMENTATION PROVISION
50. (a) Implementation effectiveness: these Conditions shall take effect from 01 January 2016.
(b) Only would National Conference of Vietnam Logistics Business Association be entitled to admend this STC ./.