Standard Freight Forwarding Terms and Conditions

1. 1.1“Agreement” means these Standard Freight Forwarding Terms and Conditions, together with any quotation, offer, booking confirmation or other written instrument issued by Gleinna to the Client.
2. 1.2“Gleinna” or “Forwarder” means Gleinna Group, its subsidiaries, affiliated entities and any agents or subcontractors engaged by Gleinna in the performance of the Services.
3. 1.3“Client” means the party engaging Gleinna’s services, including its subsidiaries, affiliates, agents and any party with an interest in the Goods, all of whom shall be jointly and severally bound by this Agreement.
4. 1.4“Goods” means all cargo tendered to and accepted by Gleinna for shipment, including all pieces, packages and containers.
5. 1.5“Services” means all freight forwarding, transportation arrangement, customs brokerage, warehousing, logistics and ancillary services provided by Gleinna.
6. 1.6“Effective Date” means the date the Client first tenders Goods or places a booking with Gleinna, whichever is earlier.
7. 1.7“Offer” means any written quotation or commercial proposal issued by Gleinna to the Client.
8. 1.8“Force Majeure Event” has the meaning given in Clause 12.
9. 1.9“Charges” means all freight, handling, storage, customs, duty, tax, disbursement, surcharge and other amounts payable by the Client to Gleinna under this Agreement.

1. 2.1By tendering Goods to Gleinna, placing any booking, or otherwise requesting Services, the Client agrees — on its own behalf and on behalf of the owner of the Goods, any consignee, and any other party with an interest in the Goods — to be bound unconditionally by this Agreement.
2. 2.2Each shipment is governed by the bill of lading, air waybill or other transport document issued by Gleinna. In the event of any conflict between this Agreement and any such transport document, this Agreement shall prevail.
3. 2.3Gleinna’s quotations are for informational purposes only and shall not be binding on Gleinna. The Agreement shall, however, become binding on the Client upon the earlier of: (a) the Client’s signature of Gleinna’s quotation, mandate letter, or other written acceptance; or (b) the Client tendering any Goods or shipping documents to Gleinna, or otherwise instructing Gleinna to commence the Services, whether such instruction is given in writing, by email, by WhatsApp, or other electronic message. Any such conduct by the Client shall constitute unconditional acceptance of this Agreement and the applicable quotation. Gleinna reserves the right to withdraw or amend any quotation at any time before the Client’s acceptance becomes effective in accordance with this clause.
4. 2.4A Client affiliate’s engagement of Gleinna shall be deemed acceptance of this Agreement by that affiliate, and the Client shall procure that all its affiliates comply with this Agreement.
5. 2.5Gleinna’s Services are provided on a non-exclusive basis. Gleinna may provide services to any other party, including the Client’s competitors, without restriction.

1. 3.1.1Gleinna reserves the right to require full payment in advance of performing any Services or releasing any Goods. Gleinna may, at its sole discretion, grant credit terms to the Client, which shall be subject to periodic review and may be increased, decreased, suspended or revoked by Gleinna at any time without notice.
2. 3.1.2Where Gleinna grants credit, standard payment terms are seven (7) days from invoice date unless otherwise specified in writing. Customs duties, taxes and other disbursements are payable in advance despite any credit terms being granted under this clause or any extension under clause 3.1.3, and any advance of such amounts by Gleinna shall be governed exclusively by clause 13.3.
3. 3.1.3At the Client’s request, Gleinna may, at its sole discretion, extend the payment term under clause 3.1.2 to a maximum of thirty (30) days from the invoice date. Where Gleinna agrees to such an extension, the Client shall pay a disbursement surcharge of six percent (6%) of the invoiced amount, which shall be added to and payable with the invoice. For the avoidance of doubt, this clause does not apply to customs duties, taxes or other disbursements advanced by Gleinna on the Client’s behalf, which are governed by clause 13.3.
4. 3.1.4All invoices shall be paid in full without any deduction, reduction, withholding or set-off whatsoever, whether in respect of any counterclaim, dispute or otherwise.
5. 3.1.5The Client shall always be primarily and directly responsible for all Charges, including shipping, delivery, return and storage costs, regardless of any alternative payment instructions given to Gleinna. Alternate payment instructions shall not relieve the Client of primary responsibility.

1. 3.2.1All payments shall be made in the currency specified in Gleinna’s invoice. All rates are subject to a currency adjustment factor. Gleinna reserves the right to revise rates at any time for currency fluctuations or changes in market conditions greater than three percent (3%), including rate fluctuations or charges imposed by Gleinna’s underlying carriers, without prior notice.
2. 3.2.2All surcharges (including Bunker Adjustment Factor, Currency Adjustment Factor, Low Sulphur Surcharge, Emissions Trading Scheme charges, War Risk, Emergency Cost Recovery Surcharge and any other carrier-imposed surcharge) are subject to fluctuation and shall be passed through to the Client. Gleinna shall pass on such surcharges as charged by the relevant carrier and shall reduce them as soon as the carrier does so.
3. 3.2.3Exchange rates used in Gleinna’s quotations are valid only at the time of quoting. Charges will be converted to invoice currency at current exchange rates, which may include an uplift. For shipments on a “collect” basis, additional surcharges may apply.
4. 3.2.4In case of shipment “no-show” or cancellation, Gleinna reserves the right to charge the Client a no-show fee as specified in Gleinna’s applicable tariff at the time of quotation.

1. 3.3.1Any amount not paid by its due date shall bear interest at the rate of five percent (5%) per annum, or such higher rate as may be prescribed under applicable law from time to time, calculated daily from the due date until the date of actual payment (both dates inclusive).
2. 3.3.2In addition to interest under clause 3.3.1, the Client shall pay Gleinna an administration fee in respect of Gleinna’s reasonable costs of monitoring, reminding and recovering overdue amounts, calculated as follows:
   • (a) USD 50 (or local currency equivalent) for each written reminder issued by Gleinna after the due date; and
   • (b) a one-off debt management fee of ten percent (10%) of the overdue amount where the account remains unpaid more than thirty (30) days past the due date.
   The parties agree that these amounts represent a genuine pre-estimate of Gleinna’s administrative costs of recovery and are not a penalty.
3. 3.3.3Should Gleinna find it necessary to engage legal counsel to recover amounts due, the Client shall be liable for all of Gleinna’s reasonable legal fees on the higher scale of attorney and client, court costs, an administration fee amounting to ten percent (10%) of the outstanding amount (which shall be in lieu of, and not in addition to, any debt management fee already charged under clause 3.3.2(b)) and collection commission in terms of the Law Society By-Laws.
4. 3.3.4If the Client’s account is past due, Gleinna may set off any amounts due to the Client against the outstanding debt.

1. 3.4.1Quoted rates are exclusive of, but not limited to: all applicable taxes (including VAT), duties, extended liability, value protection fees, outlay fees, fumigation, inspection, storage, demurrage, detention, quarantine, bonded trucking or warehousing, escort fees, export declaration fees, handover charges to third parties, out-of-hours handling, special equipment, re-icing, dry ice, courier fees, insurance, third-party billing, government charges, loading, blocking, bracing, cleaning, sorting, palletising, repacking, X-ray, hand search and sniffing charges.
2. 3.4.2All quoted rates are subject to vessel space, equipment availability and unhindered transport routes. Gleinna shall not be liable for additional costs arising from unavailability of space or equipment.

1. 4.1The Client warrants that it is the owner of the Goods or the duly authorised agent of the owner, and accepts this Agreement for itself and as agent for and on behalf of the owner and all other parties with an interest in the Goods.
2. 4.2The Client is solely responsible for adequately packaging, marking, labelling and describing the Goods so as to ensure safe transportation under ordinary care in handling, including protection against changes in temperature and atmospheric pressure. Gleinna shall bear no responsibility for damage attributable to inadequate packaging.
3. 4.3By tendering Goods to Gleinna, the Client certifies that it has properly classified, described, packaged, marked and labelled the Goods and that they are in proper condition for transportation in accordance with all applicable laws and regulations, including regulations of the relevant transport security authorities.
4. 4.4With respect to imports: at a reasonable time, but no less than ten (10) business days prior to entry of the Goods into the import country, the Client shall furnish to Gleinna invoices in proper form, together with all documents necessary for customs entry and sufficient to establish dutiable value, classification and admissibility. If the Client fails to provide complete and accurate documentation in time, Gleinna shall use its best judgment, and the Client shall bear all consequences of such failure. Gleinna is under no obligation to advance customs duties, and any advance shall not constitute a waiver of the Client’s obligation to pay; any such amount paid shall be recoverable from the Client upon request or presentation of an invoice by Gleinna.
5. 4.5With respect to exports: at a reasonable time, but no less than ten (10) business days prior to exportation, the Client shall furnish the commercial invoice, relevant declarations, weights, measures, values and all other information required by the laws of the countries of origin and destination.
6. 4.6The Client shall provide Gleinna with full handling, packing and storage instructions for any hazardous or dangerous goods prior to tendering such goods. The Client hereby fully indemnifies, defends and holds Gleinna, its directors, officers, agents, assignees and employees harmless from and against all claims, liabilities, fines, penalties, damages, costs and expenses (including legal fees) arising from: (a) Gleinna’s issuance of transport documents for hazardous shipments where the documentation accurately reflected information provided by the Client; and (b) Gleinna’s handling of hazardous shipments where Gleinna materially complied with the Client’s instructions.
7. 4.7The Client is responsible for the timeliness, completeness and accuracy of all shipment information. The Client acknowledges that late, incomplete or incorrect information may result in heavy fines from governmental or regulatory authorities, demurrage charges, truck detention charges or similar late-acting charges as may be levied by third parties. The Client hereby indemnifies Gleinna, its employees, officers, agents and assignees from all fines, penalties, losses, costs and damages that Gleinna may incur as a result of late, incomplete or inaccurate information provided by the Client.
8. 4.8The Client shall ensure compliance with all applicable export control and sanctions laws. The Client warrants that: (a) neither the Client, its agents, consignees nor any contracted third parties are listed on any sanctions list; (b) delivery of the Goods does not breach any applicable export law; (c) all necessary permits and licences have been obtained; and (d) the Client will promptly inform Gleinna of any applicable restriction.
9. 4.9The Client shall provide Gleinna with all instructions necessary for the performance of the Services in good time. Gleinna is not obliged to verify the accuracy of any commercial invoice, packing list or other document supplied by the Client.
10. 4.10Where the Client is requesting assistance in obtaining permits and conformity certificates, the Client shall fully indemnify Gleinna for all fines, penalties, losses, costs, demurrage and detention costs and damages that Gleinna may incur as a result of failing to obtain such permits or certificates. All costs for such permits shall be borne by the Client.
11. 4.11For the avoidance of doubt, save in the case of gross negligence by Gleinna, the Client will be fully responsible for shipping line, truck and other equipment demurrage charges.

1. 5.1Gleinna shall provide the Services in a good and workmanlike manner and holds all necessary licences, permits and authorisations required to perform freight forwarding services.
2. 5.2Gleinna may, at its sole discretion, fulfil any contractual obligation using any carrier, subcontractor or routing it deems appropriate, unless otherwise agreed in writing with the Client. Gleinna shall not be required to follow any particular routing preference of the Client unless this is expressly confirmed in writing by Gleinna.
3. 5.3Gleinna may subcontract any part of the Services to third parties in the ordinary course of business. Gleinna remains responsible for the acts of its subcontractors to the extent of Gleinna’s liability limits in terms of this Agreement.
4. 5.4Gleinna shall perform the Services as an independent contractor. Gleinna, its agents, contractors, assignees and employees shall not be deemed agents, employees or representatives of the Client. The Client shall have no control or direction over Gleinna’s personnel or operations.
5. 5.5Transit times communicated by Gleinna are estimates only and may change due to delays caused by export/import control, customs clearance, carrier schedules or Force Majeure Events. Gleinna shall not be liable for delay caused by export/import control, customs clearance, carrier schedules, Force Majeure Events or any other causes outside Gleinna’s control unless caused by Gleinna’s gross negligence and wilful misconduct and subject to the parties’ express agreement in writing.
6. 5.6Gleinna’s quotations are for informational purposes only, are not binding on Gleinna and become binding on the Client only in accordance with clause 2.3.
7. 5.7Gleinna shall use reasonable commercial efforts to provide a signed delivery receipt when requested. Digitised signatures and electronic delivery records are acceptable as proof of delivery for all shipments.

1. 6.1.1Where the loss, damage or claim arises in connection with carriage or other Services to which a mandatory international convention or national law applies (including the Montreal Convention 1999 in respect of international air carriage, the Warsaw Convention as amended in respect of any international air carriage to which the Montreal Convention does not apply, and the Hague-Visby Rules where incorporated into the applicable bill of lading or other transport document), Gleinna’s liability shall be limited to the maximum extent permitted under the relevant convention or law, and the provisions of clauses 6.1.2 and 6.1.3 shall apply only to the extent not displaced by such mandatory regime.
2. 6.1.2Subject to clause 6.1.1, Gleinna’s total aggregate liability to the Client in respect of any claim, series of related claims, shipment or engagement, whether arising in contract, delict, breach of statutory duty or otherwise, shall not exceed the lower of: (a) one (1) times the fees charged by Gleinna to the Client for the specific Services giving rise to the claim (excluding any third-party disbursements, duties, taxes and out-of-pocket costs passed through by Gleinna); or (b) the actual, direct and proven loss suffered by the Client.
3. 6.1.3For the avoidance of doubt, the cap in clause 6.1.2 applies in addition to, and does not derogate from, the exclusions in clauses 6.3 (consequential loss) and 6.4 (third-party acts).

1. 6.2.1Notwithstanding clause 2.3, Gleinna does not arrange or procure cargo insurance in respect of the Goods, and no value shall be declared for the purpose of any applicable international convention, unless the Client expressly requests such insurance or declared value in writing and Gleinna confirms its agreement in writing. The Client is responsible for arranging its own cargo insurance and Gleinna recommends that the Client do so.
2. 6.2.2Where the Client has not requested and Gleinna has not confirmed insurance or a declared value in accordance with clause 6.2.1, Gleinna’s liability in respect of any loss, damage or claim shall be limited in accordance with clause 6.1.
3. 6.2.3Where the Client has arranged its own cargo insurance and the Client’s insurer or underwriter disputes coverage or liability for any reason, the Client’s sole recourse shall be against that insurer or underwriter. Gleinna shall bear no responsibility or liability in connection with such dispute. For the avoidance of doubt, this clause 6.2.3 relates to the Client’s own insurance and does not affect the position of Gleinna’s insurance, which is governed by clause 6.4.3.

1. 6.3.1Notwithstanding any other provision of this Agreement, in no event shall Gleinna be liable for any incidental, consequential (including lost revenue, lost profits and lost data), special, punitive or exemplary damages in connection with the Goods or the Services, even if notice was given of the possibility of such damages and even if such damages were reasonably foreseeable.

1. 6.4.1Gleinna shall not be held liable for any act, omission, default or negligence of any carrier, subcontractor, customs agent, ground handler or other third party engaged by Gleinna in the performance of the Services.
2. 6.4.2Where, notwithstanding clause 6.4.1, Gleinna is held liable in connection with the Services, Gleinna’s liability shall in all cases be subject to and limited by the cap set out in clause 6.1.2.
3. 6.4.3Gleinna maintains professional indemnity and freight liability insurance in respect of its obligations under this Agreement. The parties agree that any claim by the Client shall, where covered by such insurance, be handled and adjudicated through Gleinna’s insurer in accordance with the terms of the relevant policy, and the Client shall cooperate with Gleinna and its insurer in the conduct of any such claim. The Client shall have no recourse against Gleinna for any amount in excess of the sum recovered by Gleinna from its insurer.

1. 7.1Claims for loss, damage or non-delivery must be submitted to Gleinna in writing within nine (9) months of the shipment date, failing which all such claims shall be deemed waived and absolutely barred. Original shipping cartons and contents must be retained by the consignee for inspection. Acceptance of Goods without noting damage on the delivery receipt shall be conclusive evidence that the Goods were delivered in good condition.
2. 7.2For all international shipments, Gleinna shall not be liable for any act, omission or default in connection with an importation or exportation of Goods unless a claim is presented to Gleinna in writing within one hundred and eighty (180) days of the date of exportation or importation, with sworn proof of claim attached.
3. 7.3All overcharge claims shall be deemed waived if not presented to Gleinna in writing within one hundred and eighty (180) days of the original invoice date. Where an account is more than sixty (60) days past due, Gleinna may apply any overpayments or credits against the oldest outstanding invoices.
4. 7.4If a claim is disallowed by Gleinna, any civil action by the Client must be commenced within three (3) years of Gleinna’s written notice of disallowance, failing which the Client’s claim is permanently barred.
5. 7.5All claims must be submitted in writing by certified mail or email to Gleinna’s designated Claims Department. Claims for loss, damage or non-delivery will not be processed until the applicable freight invoice has been paid in full by the Client.
6. 7.6Failure by Gleinna to enforce any right at any time shall not constitute a waiver of that right in respect of any future breach.
7. 7.7If any provision is found unenforceable, it shall be severed and the remainder shall continue in full force.
8. 7.8Gleinna may assign, subcontract or novate this Agreement or any part of it to any Affiliate or third party without the Client’s consent. The Client may not assign this Agreement without Gleinna’s prior written consent, not to be unreasonably withheld.

1. 8.1Gleinna shall have a general lien on any and all Goods and other property (and documents relating thereto) of the Client in Gleinna’s possession, custody or control, or en route, as security for all Charges, expenses, advances and other amounts owed by the Client to Gleinna in connection with any shipment or service, whether or not related to the specific Goods being held. Where such Goods are held in a secure facility, storage costs shall be on the Client’s account.
2. 8.2If any claim secured by the lien remains unsatisfied for thirty (30) days or more after Gleinna’s written demand for payment, Gleinna may sell the Goods at public auction or private sale upon not less than ten (10) days’ written notice to the Client.
3. 8.3The net proceeds of any such sale shall be applied against: first, all reasonable costs of sale; second, all Charges and amounts owed to Gleinna. Any surplus shall be remitted to the Client. The Client shall remain liable to Gleinna for any deficiency.
4. 8.4Gleinna’s lien rights extend against the Client, any consignee and the owner of the Goods, and Gleinna may exercise these rights against any of them. Gleinna may also assign any receivables owed by the Client to third parties without the Client’s consent.
5. 8.5The provisions of this Clause shall survive termination or expiration of this Agreement.

1. 9.1Gleinna is authorised to select and engage any carrier, trucker, customs broker, warehouseman, agent or other party as it deems appropriate. Goods may be entrusted to such parties subject to their own conditions as to liability for loss, damage or delay, and the Client accepts those conditions.
2. 9.2Gleinna may use any alternative mode of transport for any reason in order to meet the service levels requested by the Client. Gleinna’s choice of routing or mode shall be final.
3. 9.3Gleinna reserves the right to reject any shipment at any time where: (a) the Client is unknown to Gleinna or has an unsatisfactory credit history; (b) the shipment may cause damage or delay to other shipments, equipment or personnel; (c) transportation is prohibited by applicable law or regulation; (d) the Goods are not properly described or documented; or (e) the shipment does not comply with the applicable bill of lading or Gleinna’s requirements.
4. 9.4Gleinna may open and inspect Goods at any time prior to delivery, including pursuant to security requirements of transport security authorities. The cost of any inspection required as a result of the Client’s failure to properly declare Goods shall be charged to the Client.

1. 10.1Shipment weight is calculated as the higher of actual weight or dimensional (volumetric) weight. The following density ratios apply:
   • (a) Air freight: 1 CBM = 166.67 kg (density ratio 1:6);
   • (b) LCL ocean freight charges: 1 CBM = 1,000 kg (density ratio 1:1);
   • (c) LCL ocean origin and destination charges: 1 CBM = 300 kg (density ratio 1:3).
2. 10.2All LCL charges are subject to a minimum shipment size of one (1) cubic metre unless otherwise stated.
3. 10.3For FCL shipments, the total weight per container (load plus tare) must not exceed the maximum payload per applicable country regulations. The Client is responsible for ensuring compliance. Failure to comply may result in additional charges or refusal to transport.
4. 10.4In accordance with the SOLAS/IMO Convention, all containers must be weighed before gate-in or vessel loading. Verification of weight is the Client’s responsibility. Weighing charges shall be added to Gleinna’s invoice.

1. 11.1Gleinna has the right to immediately terminate any engagement where the Goods are or become classified as hazardous or dangerous goods subject to special authority restrictions, unless otherwise agreed in writing by Gleinna in advance.
2. 11.2Any damage to persons or property, fines or sanctions arising from the Client’s failure to disclose or properly classify hazardous goods shall be solely the Client’s liability. The Client shall indemnify Gleinna in full against all such claims.
3. 11.3Gleinna strives to comply with prevailing rules for the carriage of dangerous goods. In the event the Client mis-declares dangerous goods as non-dangerous, all penalties, costs, consequences and liabilities shall be passed in full to the Client and the Client shall pay the same to Gleinna on demand.
4. 11.4Where Goods are accepted by Gleinna as hazardous, the Client must provide complete and accurate handling, packing and storage instructions. Gleinna’s handling of hazardous goods in material compliance with the Client’s instructions shall not give rise to liability against Gleinna.
5. 11.5All wood packaging material (including pallets, boxes and crates) must comply with ISPM15 international standards. Non-compliance may result in delays and penalties, all of which shall be the Client’s sole responsibility.

1. 12.1Gleinna shall not be liable for any default, failure, loss, damage, delay or demurrage caused by a Force Majeure Event. The obligation to pay sums when due is not excused by Force Majeure.
2. 12.2“Force Majeure Event” means any circumstance beyond Gleinna’s reasonable control, including: acts of God; natural disasters; fire; floods; storms; war; civil or military authority; public enemy; government interference or regulations; sanctions or embargoes; pandemics or epidemics; cyber-attacks or information security incidents; closure of airspace, borders or public highways; terrorism or terrorist threats; labour disorders; strikes; work stoppages; riots; civil commotion; piracy; shortage of labour, materials or services; carrier or airline-imposed surcharges or operational changes; and any other similar contingency.
3. 12.3Gleinna reserves the right to pass on any surcharges levied without notice by carriers or airlines in the event of a Force Majeure Event. Such surcharges shall be immediately payable by the Client upon invoice.
4. 12.4A shutdown of Gleinna’s IT systems due to an information security threat or cyber-attack shall always be deemed a reasonable mitigation action and shall not constitute a breach of this Agreement.
5. 12.5If a Force Majeure Event continues for more than thirty (30) days, Gleinna may terminate the affected Services upon written notice to the Client. All Charges incurred up to the date of termination shall remain payable by the Client.

1. 13.1The Client shall provide Gleinna with all documents and authorisations, duly completed and signed by an authorised person, to enable Gleinna to carry out customs clearance in the name and on behalf of the Client.
2. 13.2Gleinna is not obliged to check or verify the accuracy of any document (including commercial invoices and packing lists) supplied by the Client. The Client shall bear all consequences of inaccurate, incomplete or late documentation.
3. 13.3Duties and taxes shall be paid in advance by the Client. In exceptional cases only, and at Gleinna’s sole discretion, Gleinna may advance duties and taxes on the Client’s behalf, subject to reimbursement within ten (10) days plus Gleinna’s disbursement surcharge of six percent (6%).
4. 13.4Gleinna may suspend or cease advancing duties and taxes at any time in the event of the Client’s late payment or risk of financial difficulty, without liability to Gleinna.
5. 13.5The Client guarantees to hold Gleinna harmless for all financial consequences of incorrect instructions, inapplicable documents or any other Client failure or breach of the terms of this Agreement that causes payment of entitlements, duties, additional taxes or fines to any authority, shipping company or any other third party.
6. 13.6Gleinna’s standard customs clearance fee covers up to three (3) HS codes per declaration. Each additional HS code will be charged as an additional line item. Additional fees apply for any customs service beyond standard import and export declarations. Third-party fees (port handling, terminal charges, storage) will be invoiced at cost.

1. 14.1Where Gleinna provides warehousing or storage, this may be on Gleinna’s own premises or at a third-party facility at Gleinna’s sole discretion, subject to the same terms.
2. 14.2Gleinna is not obliged to take any special security or supervisory measures beyond the ordinary care applicable under local usage. Gleinna shall be deemed to have fulfilled its obligations if it has taken the necessary care within the limits of local use.
3. 14.3Any checks, processing, sampling or handling of Goods during storage shall be agreed in advance and shall be carried out by Gleinna’s staff or, if agreed by Gleinna, by the Client’s staff, always with Gleinna’s paid assistance.
4. 14.4Goods shall only be released from storage in accordance with a written instruction signed by the Client or a person authorised by the Client. Storage receipts do not constitute proof of any property right in the Goods.
5. 14.5Gleinna’s lien rights under Clause 8 apply to all Goods held in storage.

1. 15.1All rates, pricing, proposals and commercial terms issued by Gleinna are confidential. The Client shall not disclose or publicise the existence or contents of any quotation, proposal or this Agreement without Gleinna’s prior written consent. Where such unauthorised disclosure happens, the Client shall be liable without limit for damages including consequential damages arising therefrom.
2. 15.2The Client may disclose confidential information: (a) where publicly available through no fault of the Client; (b) where required by law, provided prior notice is given to Gleinna; or (c) to agents and advisers bound by equivalent confidentiality.
3. 15.3Gleinna may use anonymised and aggregated shipment data for internal analytics, benchmarking and service improvement purposes without restriction.

1. 16.1Gleinna processes personal data in accordance with applicable data protection laws.
2. 16.2Gleinna is entitled to process data transmitted by the Client to the extent necessary for fulfilment of the Services and compliance with Gleinna’s legal obligations. Gleinna may be legally required to disclose personal or shipment data to courts, customs authorities and other governmental bodies.
3. 16.3The Client permits Gleinna to use the Client’s email address to provide information about Gleinna’s services and offers. The Client may withdraw this permission at any time by written notice to Gleinna.
4. 16.4The Client is responsible for ensuring it has complied with all applicable data protection obligations in relation to personal data (including consignee data) provided to Gleinna. The Client shall indemnify Gleinna against all claims arising from the Client’s unauthorised disclosure of personal data to Gleinna.

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1. 17.1The Client shall ensure full compliance with all applicable import, export control and sanctions laws and warrants that: (a) neither the Client, its agents, consignees nor contracted third parties are on any applicable sanctions list; (b) delivery does not breach any applicable import or export law; (c) all required permits and licences have been obtained; and (d) the Client will promptly notify Gleinna of any applicable restriction.
2. 17.2Gleinna reserves the right to refuse to accept or suspend delivery of any Goods for the purpose of complying with applicable sanctions and export control laws and no liability shall attach to Gleinna on account of such suspension or refusal. The interpretation of applicable law is at Gleinna’s sole discretion.
3. 17.3Gleinna does not provide services, directly or indirectly, in connection with countries or parties subject to sanctions or other restrictions. The Client shall not request services that would cause Gleinna to breach applicable sanctions.
4. 17.4Gleinna complies with its applicable Code of Conduct and all applicable anti-bribery and anti-corruption legislation.

1. 18.1This Agreement commences on the Effective Date and continues until terminated in accordance with this Clause.
2. 18.2Either party may terminate this Agreement at any time without cause upon thirty (30) calendar days’ prior written notice to the other party, provided that termination by the Client shall be subject to payment of all Charges accrued and any cancellation costs incurred by Gleinna up to the date of termination.
3. 18.3Gleinna may terminate this Agreement immediately upon written notice if the Client: (a) fails to pay any sum when due and does not remedy the failure within seven (7) days of written demand; (b) commits a material breach not remedied within seven (7) days of notice; (c) becomes insolvent, enters administration, Corporate Rescue or liquidation; or (d) violates any applicable sanctions, export control or anti-corruption law.
4. 18.4The Client may revoke any individual shipment instruction only if Gleinna has not yet concluded a transport contract with the appointed carrier. Once a carrier contract is concluded, the Client remains liable for all Charges and cancellation costs.
5. 18.5Termination does not affect accrued rights and obligations. Where a shipment is in progress at termination, this Agreement survives until all obligations for that shipment are fulfilled. Clauses 6, 7, 8, 15, 16 and 22 survive termination.

1. 19.1Subject to the limitation of liability in clause 6.1, each party shall indemnify the other against third-party claims for bodily injury, death or property damage to the extent caused by the negligent acts or omissions of the indemnifying party in performing its obligations under this Agreement.
2. 19.2The Client shall additionally indemnify Gleinna in full against: (a) all fines, penalties and costs arising from the Client’s failure to comply with applicable laws, regulations or Gleinna’s instructions; (b) all claims arising from hazardous and project cargo goods mis-declaration; (c) all costs arising from incorrect or late shipment documentation; and (d) all claims by third parties with an interest in the Goods.

1. 20.1In the event of a dispute, the parties shall attempt good-faith resolution at senior level within thirty (30) days of written notice of the dispute.
2. 20.2If unresolved, either party may refer the matter for arbitration by one arbitrator appointed and proceedings in accordance with the Rules of Arbitration (the “Rules”) of the Arbitration Centre in Harare in force at the time of such dispute as the exclusive means of resolving such dispute. All submissions and awards in relation to arbitration under this Agreement, all arbitration proceedings and all pleadings shall be conducted in the English language. The arbitration proceedings shall be held in Zimbabwe, unless the parties mutually agree on another location. The parties shall agree on the identity of the arbitrator; failing such agreement, the identity of the arbitrator shall be determined by the Commercial Arbitration Centre in Harare in accordance with its Rules.
3. 20.3The arbitrator’s decision shall include a statement of the reasons for the decision, be final and conclusively binding upon the parties, and be enforceable against them in any court having jurisdiction over them or any of their assets. The parties further agree, subject to applicable law, to obtain the arbitrator’s agreement to preserve the confidentiality of the entire arbitration process and any award made in respect of the dispute.
4. 20.4An arbitration award pursuant to this clause 20 may, on application by either party to the appropriate forum, be made an order of court.
5. 20.5Nothing herein contained shall prevent or prohibit any party from applying to the appropriate court for interim or urgent relief.
6. 20.6The provisions of this clause 20 shall be divisible from every other part of this Agreement and shall survive the termination or cancellation for whatever reason of this Agreement, notwithstanding that the rest of the Agreement may be void or voidable.

1. 21.1This Agreement is governed by and construed in accordance with the laws of Zimbabwe, excluding conflicts of laws provisions.
2. 21.2Where an applicable mandatory international convention (Montreal, Hague-Visby, CMR, CIM) applies, such convention governs liability for the relevant Services.

1. 22.1.1Written notices shall be sent by courier or certified mail (return receipt requested). Notices to Gleinna shall also be copied to Gleinna’s compliance department at compliance@gleinna.co.zw.

1. 22.2.1This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior understandings. The relationship between the parties is solely and exclusively governed in terms of this Agreement and the offer form/mandate letter.
2. 22.2.2No amendment is valid unless in writing and signed by an authorised representative of both parties.

The specific services, rates, routes and special conditions applicable to each engagement shall be set out in Gleinna’s written Quotation, Offer or purchase order confirmation, which shall form part of this Agreement. In the event of conflict between this Agreement and any Offer, this Agreement shall prevail on all matters save for matters relating to commercial rates and specific service conditions on which the specific quotation, Offer or order confirmation shall prevail.

Notices and operational communications under this Agreement shall be sent to the following addresses, or such other address as Gleinna may notify to the Client in writing from time to time:

This Agreement is entered into as of the date last signed below.