TITAN TIDES LOGISTICS (PTY) LTD – STANDARD TRADING TERMS AND CONDITIONS

STANDARD TRADING TERMS AND CONDITIONS OF TITAN TIDES LOGISTICS (PTY) LTD

1. Interpretation
1.1 Unless inconsistent with the context, the following words and expressions shall have the meanings assigned to them:
1.1.1 “Titan Tides” or “the Company” means Titan Tides Logistics (Pty) Ltd, its employees, servants, agents, subsidiaries, associated companies, successors-in-title, assigns or any other person acting on its instructions.
1.1.2 “Client” or “Customer” means any Person, including the consignor, consignee, owner of the Goods, their agents or representatives, or any other Person giving instructions to or accepting Services from the Company, who shall be jointly and severally liable for all amounts due to the Company.
1.1.3 “Goods” means any goods, including their packaging or containers, handled by or on behalf of or at the instance of the Company for the Client.
1.1.4 “Carrier” means any person or entity engaged by the Company or third parties to transport Goods by road, air, rail, or sea.
1.1.5 “Dangerous Goods” means goods that may injure, damage, or adversely affect persons, goods, or property, as defined in the International Maritime Dangerous Goods (IMDG) Code, Transnet tariffs, or applicable South African regulations.
1.1.6 “Services” means any services provided by the Company, including but not limited to clearing, forwarding, customs brokerage, transport, warehousing, packing, lashing, or tallying of Goods.
1.1.7 “Day” means a calendar day, unless otherwise specified.
1.1.8 “INCOTERMS” means the trade terms published by the International Chamber of Commerce, as amended from time to time.
1.1.9 “Container” includes any container, flat rack, platform, trailer, transportable tank, or any similar article used to consolidate Goods.
1.1.10 “Person” includes any natural person, company, close corporation, trust, partnership, or other entity, whether incorporated or not.
1.2 Clause headings are for reference only and shall not affect the interpretation of these STCs.
1.3 Words importing the singular include the plural and vice versa, and words importing any gender include the other genders.

2. Application of Trading Terms and Conditions
2.1 All and any business undertaken or advice, information, or Services provided by Titan Tides, whether gratuitous or not, is subject to these STCs, including any subsequent updated versions published by Titan Tides.
2.2 These STCs prevail over any terms and conditions of the Client or any other party unless otherwise agreed in writing, signed by a director of Titan Tides.
2.3 No variation, amendment, or waiver of these STCs shall be binding unless agreed in writing and signed by a director of Titan Tides.

3. Applicable Law
3.1 Any reference in these STCs to compliance with common law, legislative enactments, regulations, notices, or permits shall not waive any rights of Titan Tides under these STCs or impose any obligation on Titan Tides not contained herein.
3.2 Any provision in these STCs that conflicts with any law may be amended by Titan Tides to conform with such law without affecting the validity of other provisions.

4. Common or Public Carrier
4.1 Titan Tides is not a common or public carrier, and all Services, including transportation of Goods, are performed at the Client’s sole risk.
4.2 Titan Tides shall not be deemed a bailee or depository for reward in respect of Goods handled or stored.

5. Discretion in Absence of Instructions
5.1 In the absence of timely written instructions from the Client, Titan Tides may exercise reasonable discretion as to the timing, and absolute discretion as to the means, route, and procedures to be followed in providing Services or handling Goods.
5.2 Where the Client has not provided instructions regarding tariff rates or premiums, Titan Tides may select rates or premiums based on the declared value of Goods or the liability assumed by any third party.

6. Permits and Consents
6.1 The Client shall assist Titan Tides in obtaining any permits, consents, or approvals required by law for the performance of Services or handling of Goods.
6.2 Titan Tides’ obligations under these STCs are suspended until such permits, consents, or approvals are obtained, and Titan Tides shall not be liable for any delays or costs arising from the Client’s failure to provide such assistance.

7. General Discretion
7.1 Titan Tides may depart from the Client’s instructions if, in its reasonable opinion, it is in the Client’s interest or for the public good, without incurring liability.
7.2 In the event that Titan Tides is unable to comply with the Client’s instructions due to any event or circumstance, it may detain, return, store, sell, abandon, or destroy the Goods at the Client’s risk and expense, provided further written instructions are not received within a reasonable time.
7.3 Titan Tides reserves the right, in its sole discretion, to accept or refuse to perform any Services or instructions, even if previously agreed or credit terms were granted.

8. Insurance
8.1 Titan Tides is under no obligation to effect insurance for the Goods unless expressly instructed by the Client in writing, specifying the type and extent of cover required.
8.2 Titan Tides shall not be liable for any failure to effect insurance or for any dispute arising between the Client and the insurer, and the Client’s sole recourse shall be against the insurer.
8.3 Where Goods are carried by rail, the Client must instruct Titan Tides in writing whether to effect insurance cover, failing which the Goods are carried at the Client’s sole risk.
8.4 Titan Tides may effect insurance under an open or general policy unless otherwise agreed in writing.
8.5 The Client shall ensure that insurance cover includes the full value of the Goods, freight costs, and customs duties from door to door, and shall acknowledge the terms of such insurance. The Client shall provide all necessary documentation for claims and shall not hold Titan Tides liable for claims rejected by insurers or subcontractors due to force majeure or other exclusions.
8.6 Titan Tides may, at its discretion, effect insurance or arrange additional security measures for Goods based on their nature, at the Client’s expense.
8.7 Titan Tides acts as an agent when arranging insurance and is not liable for the adequacy or validity of such insurance.

9. Obligations in Absence of Instructions
9.1 Titan Tides is not obliged to make declarations regarding the nature, value, or special interest in delivery of Goods, including Dangerous Goods or goods requiring special conditions, unless expressly instructed in writing by the Client.
9.2 Titan Tides is not obliged to arrange special handling or storage for Dangerous Goods or other goods requiring special conditions unless so instructed.

10. Client Undertakings
10.1 The Client warrants that it has reasonable knowledge of matters affecting its business, the Goods, and the Services, and that all information provided to Titan Tides is true, accurate, comprehensive, and supplied timeously.
10.2 The Client warrants that it is the owner of the Goods or acts as the duly authorized agent of the owner, and that the owner, sender, or consignee is bound by these STCs and jointly and severally liable for all amounts due to Titan Tides.
10.3 The Client warrants that the Goods are properly packed, marked, labeled, and suitable for transport, and that any transport unit is competently loaded and complies with all applicable laws.
10.4 The Client indemnifies Titan Tides against all claims, losses, damages, fines, or penalties arising from any breach of these warranties, including but not limited to incorrect customs declarations, reassessments, or hijacked Goods.

11. Recovery of Debts
11.1 All amounts due to Titan Tides under any agreement may be recovered from the Client or its principal, whether disclosed or undisclosed, at Titan Tides’ discretion.
11.2 The Client shall be liable for all legal costs on an attorney-own-client scale, including collection commissions and tracing fees, incurred by Titan Tides in recovering such amounts.

12. Acting as Agent or Principal
12.1 Unless otherwise agreed in writing, Titan Tides may act as either an agent or principal at its sole discretion.
12.2 The fact that Titan Tides charges a fixed price for Services does not determine whether it acts as an agent or principal.
12.3 When acting as an agent, any contract for carriage, storage, or handling of Goods is concluded directly between the Client and the third party.
12.4 Titan Tides may enter into contracts for carriage, storage, or handling of Goods as an agent on behalf of the Client.
12.5 The Client is responsible for ensuring that all necessary documentation is provided timeously and accurately to Titan Tides or any third party.
12.6 Titan Tides may collaborate with agents not appointed by the Client, and the Client shall ensure such agents provide accurate and timely information.

13. Subcontracting
13.1 Titan Tides may subcontract any Services, in whole or in part, to any person or entity, whether its own servants or third parties, at its sole discretion.
13.2 Titan Tides is not liable for any act or omission of such subcontractors, even if supervised or paid by Titan Tides.
13.3 Upon the Client’s written demand, Titan Tides shall cede any rights of action against subcontractors to the Client, provided the Client indemnifies Titan Tides against all losses and costs arising therefrom.

14. Terms and Conditions of Agents and Subcontractors
14.1 The Client shall be bound by the terms and conditions of any third party (e.g., carriers, warehousemen, or other service providers) engaged by Titan Tides.
14.2 Where third-party terms impose more onerous liabilities on Titan Tides than these STCs, these STCs shall prevail to the extent permitted by law.

15. Goods Requiring Special Arrangements
15.1 Titan Tides shall not handle Goods requiring special arrangements, including but not limited to bullion, coin, precious stones, jewellery, antiques, human remains, livestock, or plants, without prior written agreement specifying the arrangements.
15.2 Titan Tides is not liable for any loss or damage to such Goods, even if caused by negligence, unless such arrangements are agreed in writing, and liability shall be limited as per Clause 40.

16. Dangerous Goods
16.1 No Dangerous Goods shall be tendered to Titan Tides without its prior written consent and full disclosure of their nature, including but not limited to radioactive, perishable, inflammable, or noxious goods.
16.2 The Client shall comply with all applicable laws, including the IMDG Code, Transnet tariffs, and South African regulations, and ensure proper labeling and marking of Dangerous Goods.
16.3 If Dangerous Goods pose a risk to persons, property, or other goods, Titan Tides may dispose of or destroy them at the Client’s expense without liability.
16.4 The Client indemnifies Titan Tides against all losses, damages, or claims arising from Dangerous Goods.

17. Perishable Goods/Disposal of Goods
17.1 If Goods are perishable and deteriorate, insufficiently addressed, unidentifiable, or uncollected after 21 days’ notice, Titan Tides may sell, abandon, or destroy them at the Client’s expense.
17.2 Titan Tides may sell Goods by private treaty after 14 days’ notice to recover unpaid amounts or if delivery is not accepted, with net proceeds applied to the Client’s debt or deemed equivalent to delivery.

18. Acceptance of Delivery
18.1 If the Client or its nominee does not accept delivery, Titan Tides may store the Goods at the Client’s risk and expense, subject to Clause 17.2.

19. Warehousing
19.1 Pending forwarding or delivery, Goods may be warehoused or otherwise held at any place at the sole discretion of Titan Tides at the Client’s risk and expense, either as principal or through third parties appointed by Titan Tides.
19.2 The Client warrants that the Goods are properly packed and labeled and that any special storage requirements are notified to Titan Tides in writing prior to storage.
19.3 Titan Tides is not liable for demurrage, storage charges, or other costs incurred in respect of Goods held in storage, and the Client shall reimburse Titan Tides for such charges on demand.
19.4 Titan Tides shall not be deemed a bailee or depository for reward in respect of Goods held in storage.

20. Collection of Expenses and COD
20.1 If freight, duties, charges, or other expenses are not paid by the consignee or any other person, the Client remains liable for payment.
20.2 For cash-on-delivery (COD) Services, Titan Tides assumes payment will be made by the consignee and is not liable for dishonored negotiable instruments, which are collected at the Client’s risk.

21. Sundry Goods Recognizable as Client’s
21.1 Titan Tides shall not act on Goods recognizable as the Client’s without suitable instructions and documents provided by the Client.

22. Examination of Goods
22.1 The Client shall notify Titan Tides or its landing/discharge agents of any discrepancies in Goods within 5 days of the end of transit or knowledge of the cause.
22.2 Titan Tides is not liable for:
22.2.1 The contents of Goods, particularly Dangerous Goods or illegal goods; or
22.2.2 The condition of Goods, which the Client acknowledges via a check sheet or similar document.
22.3 Titan Tides is not obliged to examine Goods and is not liable for errors in examination, particularly for bundled or palletized Goods. Examination or counting may be charged to the Client.

23. Duties, Taxes, Imposts, Levies, and Deposits
23.1 The Client is liable for all duties, taxes, imposts, levies, fines, or deposits due in respect of the Goods, whether arising from the Client’s instructions, negligence, or otherwise.
23.2 Titan Tides is not liable for changes in rates or missed savings due to the timing of Services.
23.3 The Client indemnifies Titan Tides against all losses, including those arising from hijacked Goods or incorrect tariff headings, and liabilities to the South African Revenue Service (SARS), including VAT, duties, and penalties.

24. Recovery of Incorrectly Paid Duties
24.1 Titan Tides is not liable for duties incorrectly paid unless the Client notifies Titan Tides within a reasonable time, considering the period allowed for recovery, and assists in recovery efforts.
24.2 Failure by the Client to provide timely notice or actions that prejudice recovery shall relieve Titan Tides of liability, and the Client shall indemnify and reimburse Titan Tides for such amounts.

25. Payment by Client
25.1 All amounts due to Titan Tides are payable immediately without set-off unless otherwise agreed in writing.
25.2 Interest on overdue amounts shall accrue at 2% above Standard Bank’s prime rate, compounded monthly, or the maximum permissible rate allowed by law, whichever is lower.
25.3 Titan Tides may appropriate payments received to any outstanding amount at its discretion.
25.4 Titan Tides may revoke credit facilities for non-payment, rendering all amounts immediately due.
25.5 Titan Tides may hold Goods until payment is cleared in full.

26. Cancellation and Refund Policy
26.1 The Client may cancel instructions subject to payment of fees for Services rendered, third-party charges, and administrative costs.
26.2 Refunds, where applicable, shall be processed within 30 working days, excluding non-refundable Services.
26.3 Titan Tides is not liable for any further claims arising from cancellation.

27. Debiting Fees and Disbursements
27.1 Titan Tides may raise debits for fees and disbursements at any time, even if previously debited or without prior notice.

28. Disputes and Performance
28.1 The Client shall perform its obligations under these STCs despite any dispute with Titan Tides.
28.2 Titan Tides is deemed to have performed its obligations properly until proven otherwise.
28.3 The Client’s remedies are limited to claims for repayment after fulfilling payment obligations.

29. Quotations and Estimates
29.1 Quotations and estimates are subject to cancellation or amendment if impracticable or uneconomical, without liability to Titan Tides.
29.2 Titan Tides may revise quotations due to:
29.2.1 Errors or omissions in the quotation;
29.2.2 Unforeseen additional costs, including currency exchange rate fluctuations or third-party cost increases;
29.2.3 Variants in weight, volume, or technical data provided by the Client; or
29.2.4 Delays or additional costs (e.g., demurrage, strikes) incurred.
29.3 Quotations expire after the period specified therein, or if none, within 30 days.
29.4 If no agreement is reached on revised rates, Titan Tides’ auditors shall determine the rate, acting as experts and not arbitrators.

30. No Claims Against Members/Employees
30.1 The Client waives all claims against any member, servant, or employee of Titan Tides for Services rendered under these STCs.

31. Client Instructions
31.1 Instructions from the Client must be precise, clear, and in writing, particularly for customs valuations.
31.2 Oral, standing, or late instructions are not binding, but Titan Tides may act on them at its discretion.

32. Variation of STCs
32.1 No variation, amendment, or waiver of these STCs shall be binding unless agreed in writing and signed by a director of Titan Tides.
32.2 Titan Tides may unilaterally vary these STCs by written notice to the Client or publication on its website, effective from the specified date.

33. Non-Waiver
33.1 No extension of time or waiver by Titan Tides shall preclude it from enforcing its rights under these STCs at a later date.
33.2 Any waiver must be in writing, signed by a director of Titan Tides, and applicable only to the specific instance.

34. Governing Law and Jurisdiction
34.1 These STCs are governed by the laws of the Republic of South Africa.
34.2 The Client submits to the non-exclusive jurisdiction of the High Court or any inferior court in the area where Titan Tides’ registered office is located, at Titan Tides’ discretion.

35. Consent to Jurisdiction
35.1 For the purposes of legal proceedings, the Client consents to the jurisdiction of the courts specified in Clause 34.

36. Benefit of Discounts
36.1 Titan Tides may retain discounts, brokerages, commissions, or remunerations of whatsoever nature without disclosure to the Client.

37. Lien
37.1 Titan Tides has a special and general lien and pledge on all Goods and documents in its possession for all amounts due to it.
37.2 If amounts remain unpaid, Titan Tides may sell the Goods after 14 days’ notice, applying net proceeds to the Client’s debt, with such sale deemed equivalent to delivery.
37.3 Delivery of Goods or documents to Titan Tides constitutes a pledge for security purposes.
37.4 Titan Tides may appoint third parties as its agents to enforce the lien, and the Client may not create other security interests over the Goods without Titan Tides’ consent.

38. Indemnity by Client
38.1 The Client indemnifies Titan Tides against all liabilities, claims, losses, or damages arising from its instructions, including but not limited to claims by third parties, carriers, subcontractors, SARS (including VAT, duties, and penalties), or other authorities, and losses from hijacked Goods or incorrect tariff headings.
38.2 The Client remains liable for all amounts due, even if Titan Tides seeks recovery from other parties.

39. Limitation of Liability
39.1 Titan Tides is not liable for any claim, whether in contract or delict, unless arising from gross negligence when the Goods are in its actual custody and control.
39.2 Titan Tides is not liable for indirect or consequential losses, including but not limited to losses arising from marking, labeling, non-delivery, mis-delivery, weight, quality, force majeure, or delays.

40. Monetary Limitation of Liability
40.1 Titan Tides’ liability is limited to the least of:
40.1.1 The documented or declared value of the Goods;
40.1.2 The amount of insurance cover effected for the Goods;
40.1.3 Double the fees charged by Titan Tides, excluding third-party costs; or
40.1.4 R50,000.
40.2 Higher liability may be accepted if the Client provides written notice and Titan Tides arranges special insurance at the Client’s expense.

41. Force Majeure
41.1 Neither party is liable for delays or failures to perform due to force majeure events, including but not limited to strikes, lockouts, hijacking, natural disasters, war, civil unrest, or governmental actions beyond their reasonable control.

42. Breach
42.1 If Titan Tides breaches these STCs, the Client may compel performance after 30 days’ written notice, but may not cancel the agreement.
42.2 If the Client breaches these STCs, Titan Tides may enforce its common law rights or cancel the agreement with immediate effect upon:
42.2.1 The Client’s failure to remedy a breach within 7 days of notice;
42.2.2 The Client’s insolvency, liquidation, or sequestration;
42.2.3 An unpaid judgment against the Client;
42.2.4 A change in the Client’s financial position that Titan Tides deems prejudicial; or
42.2.5 Services becoming unprofitable to Titan Tides.

43. Warranties and Representations
43.1 No warranties or representations are made by Titan Tides except as set out in these STCs or in writing signed by a member pursuant to a resolution of Titan Tides’ members.
43.2 Oral statements by Titan Tides’ servants or agents are not binding unless authorized in writing by such resolution.

44. Severability
44.1 If any provision of these STCs is unenforceable, it shall be severed, and the remaining provisions shall remain valid and enforceable.

45. Time Bar
45.1 The Client must notify Titan Tides in writing of any claim within 5 days of delivery or expected delivery of the Goods, or the end of transit, whichever is earlier.
45.2 No claim shall be entertained unless instituted within 9 months from the date of delivery or expected delivery of the Goods.
45.3 Goods are deemed delivered in good order and condition unless otherwise notified in writing within the period specified in Clause 45.1.

46. INCOTERMS
46.1 Where applicable, these STCs shall be interpreted in accordance with INCOTERMS.
46.2 Titan Tides may amend any INCOTERM deemed inappropriate at its discretion.

47. Marketing and Promotional Material
47.1 Titan Tides may use images or details of consignments for marketing or promotional purposes unless restricted by the Client in writing.

48. Notices
48.1 Notices must be in writing and delivered by hand or telefax to the Client’s address as per the application form or as notified, and to Titan Tides at its registered office: [Insert Registered Office Address, e.g., 123 Logistics Lane, Durban, South Africa].
48.2 Either party may change its domicilium citandi et executandi by giving 14 days’ written notice.

49. Special Conditions Related to Electronic Data
49.1 Electronic data is deemed received only when retrieved, processed, and read by the recipient.
49.2 Titan Tides is not liable for losses arising from incorrect electronic information provided by third parties or system failures.

50. Amendments
50.1 Titan Tides may amend these STCs by written notice to the Client or publication on its website, effective from the specified date.

51. Time for Performance
51.1 Time is of the essence for all Client obligations under these STCs.