STANDARD TERMS AND CONDITIONS OF UBI SMART PARCEL LIMITED 利通智能包裹有限公司
“Charges” means the UBI rates, charges, additional service charges and surcharges agreed between the Parties from time to time (whether expressly or impliedly), the charges in Section 7, expenses to comply with any law or regulation or any order or requirement made under them, or with the requirement of any market, harbour, dock, railway, airline, shipping line, customs, excise, or warehouse authority or other person including any duties, excise and costs charged by any governmental, non-governmental or administrative authority which UBI become liable to pay in respect of the Shipment and any taxes levied directly under these conditions.
“CMR” shall mean the International Convention on the Carriage of Goods by Road.
“STC” means standard terms and conditions set forth herein.
“Montreal Convention” means the Montreal Convention for the Unification of Certain Rules for International Carriage by Air.
“Parties” means Shipper and UBI as indicated in an individual agreement or the shipment documents.
“Recipient” shall mean the addressee to which the Shipment shall be delivered.
“Shipper” means the party procuring the services of UBI under a respective contract.
“Shipment” means one or more parcels that the Shipper hands over to UBI for transport and which may be carried by any means UBI chooses, including air, road or any other carrier. Every Shipment is transported on a limited liability basis as provided herein.
“UBI” shall have the meaning as defined in Section 2 (1) hereof.
“Warsaw Convention” means the Warsaw Convention for the Unification of Certain Rules for International Carriage by Air of October 12, 1929.
(1) Unless otherwise agreed to in writing by authorized officers of all parties, UBI Smart Parcel Limited (“UBI”) shall apply these STC to all agreements for the provision of parcel services of UBI and the related companies of UBI with the Shipper. Unless otherwise provided for in these STC, all provisions referencing UBI shall apply to its related parties mutatis mutandis.
(2) For the transportation of parcels, special service specifications and transport conditions in individual cases as agreed with the Shipper shall apply.
(3) Unless otherwise agreed in individual agreements of the Parties or provided for by mandatory statutory law, the terms and conditions set forth in these STC shall apply. The CMR, the Montreal and Warsaw Convention, as applicable for the specific mode of transport of the Shipment may apply if the provisions therein are not in conflict with these STC.
(4) These STC can be amended without notice and are applicable in its most recent version, available on the Internet at http://www.ubismartparcel.gotoubi.com or upon request. Terms and conditions of the Shipper shall not apply and are herewith explicitly contradicted, even if UBI has accepted the Shipment of the Shipper in the individual case without reservation. Any terms and conditions conflicting with these STC must be agreed to expressly in writing by the Parties.
3 Contract and Services
(1) Contracts regarding the transportation of Shipments that are compliant with these STC are concluded between the Shipper and UBI either in writing or by way of handover of the Shipment and acceptance for delivery according to these STC.
(2) UBI will accept Shipments from the Shipper at UBI locations or per pick-up at agreed facilities of the Shipper to transport these Shipments to other carriers and deliver them to the Recipient directly or through other carriers.
(3) The Shipper shall mark the Shipment properly and give all information necessary including but not limited to transport, damage handling, and/or return handling to enable UBI to perform the services.
(4) UBI only accepts instructions of the Shipper to handle the Shipments in a certain way if the instructions have been made in the form as required for international parcel transport respectively agreed between the Parties in an individual agreement. The Shipper cannot request compliance with any instructions given after handover of the Shipment for transport.
(5) All routing and diversion, including the possibility that the Shipment may be carried via intermediate stopping places, shall be at all times at UBI’s sole discretion.
(1) UBI does not agree to carry, and it is agreed that UBI do not accept any liability for, items which they are not permitted to carry, cannot be safely carried, or for any prohibited goods (together “Prohibited Goods”). Prohibited Goods include:
1. Shipments whose content, exterior design, transport, or storage violate a statutory or authorities’ prohibition, in particular any export, import, or customs law provisions of the countries of origin, destination, or transit, or which require special facilities (e.g. for temperature-controlled goods), safety precautions or permits; these include shipments or goods whose transport is prohibited according to the Universal Postal Union Acts, and those whose contents violate the protection of intellectual property, including counterfeit or unlicensed copies of products (brand piracy).
2. Shipments whose content or exterior make-up could injure or infect persons or cause damage to property.
3. Shipments which contain live animals or human remains.
4. Shipments containing narcotics or psychotropic substances.
5. Shipments whose transport and/or storage is subject to dangerous goods regulations and all those goods which are not completely unrestricted according to the latest IATA and ICAO dangerous goods regulations.
6. Shipments with an actual value of over USD 25,000, and for the avoidance of doubt the limitations on liability according to Section 9 shall remain unaffected by this limit.
7. Shipments containing cash or other means of payment, precious metals, artwork, jewelry, watches, precious stones or other articles of value or securities for which, in the event of damage, no stoppage and no cancellation and replacement procedure can be carried out.
8. Shipments that contain weapons, especially firearms, or parts thereof, imitation weapons or ammunition.
9. Shipments that are addressed to natural or legal persons which are listed on sanctions lists which shall be transported to countries for which embargoes are in place.
10. Obscene or immoral articles.
(2) The Shipper warrants to UBI that the content of the Shipment may be lawfully carried aboard airline, aircraft, or other regulated carriers and is not a Prohibited Good, is properly packaged or sheathed for the purpose if necessary. The Shipper further agrees to disclose true and accurate information if requested by UBI. Notwithstanding any other rights of UBI, the Shipper shall indemnify and hold UBI harmless against any and all claims of third parties that may incur as a result of a transport of Prohibited Goods or other excluded or illegal goods. The contractual liability of UBI on the basis of culpable conduct of UBI or its agents remains unaffected.
(3) The Shipper may not derive any rights to conclude a contract, treat goods in a certain way or charges owed, liability, etc. from an unobjected acceptance and transport of the Shipment, even if the Shipper has marked the Shipment to indicate the characteristics set forth in this Section 4, or if the Shipper otherwise points out that the good
is a Prohibited Good.
(4) Should a Shipment contain a Prohibited Good or should it by its nature (size, format, weight, contents, etc.) or in another way not comply with the terms and conditions set forth herein, UBI shall be entitled to:
1. refuse to accept the item or
2. return an item which has already been handed over and accepted or hold such an item for collection or
3. transport the item without notifying the Shipper, using a different route from the agreed route (e.g. overland and by sea rather than by airfreight as planned) – should this be necessary and/or statutorily prescribed, and to subsequently request an appropriate additional charge. The same shall apply if the Shipper refuses to provide information at UBI’s request if UBI has the suspicion that a Shipment contains Prohibited Goods or in case of a suspicion about any other breach of contract.
(5) UBI shall not be obliged to inspect the Shipments for any exclusion of transport pursuant to Section 4 (1) and (2) of these STC. However, if UBI suspects that the Shipment may contain Prohibited Goods, UBI shall be entitled to open and check the Shipments. Furthermore, UBI will also undertake regular checks as required by applicable air
security regulations. If goods are discovered which may not be transported as airfreight as originally agreed or planned or for which there is a well-founded suspicion that they may not be transported as originally agreed, UBI, notwithstanding its other rights under Section 4 (4), shall be entitled to transport the goods overland or by sea.
(6) UBI may open, inspect and examine any document, wrapping, package or other container of the Shipment to determine their nature, condition, ownership or destination without any liability to the Shipper.
5 Customs Clearance and Regulations
(1) The Shipper shall be obliged to comply with the export and import regulations as well as the customs regulations of the origin, destination, and transit countries. It shall truthfully and completely prepare the necessary accompanying documents (customs declaration, export permits, etc.) and submit them with the Shipment.
(2) UBI does not assume any responsibility for the contents of the Shipment and any accompanying documents. At all times, the Shipper remains solely responsible for all risks and consequences which result from the prohibited dispatch of goods – either prohibited as set forth herein or by any applicable law or regulation – to foreign countries and any breach of law.
(3) The Shipper shall indemnify and hold harmless UBI from any third-party claims arising out of or in connection with violations of provisions mentioned in this Section 5.
6 Deliveries and Undeliverables
(1) Shipments are delivered to the Recipient’s address specified by the Shipper but not to the named addressee personally. Shipments to addresses with a central receiving area will be delivered to such area.
(2) Where the Recipient is unavailable or the Recipient’s address is unattended and whether or not the Shipper or the Recipient has provided UBI with a duly signed written authority to do so, UBI may, at it sole discretion and at Shipper’s sole cost and expense:
1. deposit the Shipment at the Recipient’s address, which shall be conclusively deemed to be due delivery of the Shipment;
2. return the shipment to UBI’s nearest depot and advise Recipient to collect the same;
3. store the Shipment at Shipper’s sole risk and Shipper agrees to indemnify UBI for all costs and expenses incurred in relation to such storage; or
4. attempt to redeliver the Goods to the Recipient or the Shipper.
UBI accepts no liability and Shipper shall not hold UBI responsible for any loss, damage or other liability occasioned to the Shipment nor shall UBI be liable to any claims by Shipper, the Recipient or any other party having an interest in the Shipment.
(3) Unless otherwise agreed between UBI and the Shipper, a Shipment may be deemed undeliverable if:
1. in the reasonable opinion of UBI it does not bear an address sufficient for delivery; and
2. it is endorsed, or is otherwise known to UBI, that the Recipient is unknown or does not receive Shipment at the address on the Shipment; or
3. there are no receptacles or facilities for receipt of the Shipment or the receptacle or facilities provided are, in the reasonable opinion of UBI, inadequate.
(4) To the extent necessary for the purpose of returning an undeliverable Shipment to the Shipper, the Shipper shall assist UBI in its reasonable efforts to return the Shipment and shall upon request, in particular, but without limitation, provide necessary customs documents and all other information about the Shipment that may be necessary for the return.
(5) If the Recipient refuses delivery or refuses to pay for delivery, or the Shipment is deemed to be unacceptable, or it had to be presented for customs clearance, or the addressee cannot reasonably be identified or located, UBI shall use reasonable efforts to return the Shipment to the Shipper at the Shipper’s cost. 60 days after UBI makes all reasonable efforts to contact the Shipper for the uncollected or undeliverable Shipment without a valid outcome, the Shipment may be released, disposed of, or sold by UBI without incurring any liability whatsoever to the Shipper or anyone else and UBI will not be required to account to the Shipper or anyone else for the sale or disposal of the Shipment unless
required to do so by legislation.
(6) To the extent undeliverable Shipments are returned pursuant to Section 6 (4) and (5) above, several Shipments may be collected over a reasonable period of time and then returned to the Shipper in a bundle or as practical, as the case may be, unless the Shipper has given deviating instructions.
(7) UBI may establish proof of delivery (“POD”) by producing to Shipper the consignment note or driver's run sheet or any other acknowledgment of receipt of the Shipment signed by any person present at the Recipient’s address at the time of delivery whether electronically or otherwise, which POD shall be binding on the Shipper or any person liable to pay the Charges. UBI do not have to produce POD if the Shipment were delivered more than 12 months prior to the request for POD.
(1) In consideration for the services, the Shipper shall pay to UBI the agreed Charges.
(2) All quoted prices are net prices exclusive of any taxes and customs fees and are subject to statutory value added tax, if any, as applicable at the time of performance.
(3) All Charges shall be considered fully earned as soon as the Goods are loaded and despatched from the Shipper’s premises and Shipper must comply with the provisions of Section 7 (4) irrespective of whether the Shipment has been delivered to the Recipient or whether Shipment which have been delivered are damaged or otherwise, and in all circumstances the Charges paid by Shipper to UBI shall be absolutely non-refundable.
(4) Any Charges shall be paid prior to or at handover to UBI for transport, unless explicitly agreed otherwise among the Parties.
(5) In case of default of payment, UBI reserves all rights, including but not limited to the right of default interest amounting to 12 percent per annum as well as further damages for default of payment.
(6) Charges are determined by the higher of the weight declared for the Shipment, the Dead Weight or Cubic Weight or cubic size of the Shipment, by reference to UBI current rates schedule and/or the current special quoted rates offered by UBI to the Shipper, which may include additional charges for other services performed by UBI as specified
in UBI current rates schedule. Any Shipment may be reweighed and re-measured by UBI to confirm the shipment weight and will be billed accordingly.
(7) Insurance is not included in the Charges. Shipper is solely responsible for taking out and keeping current (at Shipper’s own cost) all such insurances in respect of the Shipment as the Shipper considers at its discretion to be reasonable and prudent.
(1) UBI shall have a particular and general lien and right of detention on all Shipments (and documents relating to the Shipments) in its possession, custody or control for all Charges due at any time from Shipper to UBI, whether in respect of such Shipments or for any particular or general balance or on any account whatsoever. Storage, demurrage and other applicable charges in respect of Shipments under lien or otherwise detained shall continue to accrue on the account of Shipper.
(2) UBI shall be entitled upon giving not less than 14 days written notice to Shipper to sell, dispose of or otherwise deal with such Shipments or documents (by auction or private treaty or otherwise) as agent for and at the risk and expense of Shipper and to apply the proceeds thereof in or towards payment of the indebtedness owed to UBI. Upon
accounting to Shipper for any balance remaining after payment of sums due and cost of sale or disposal or other dealing, UBI shall be discharged of any liability whatsoever in respect of such Shipments or documents. UBI shall not be liable for any deficiencies or reduction in value received on the sale or disposal or other dealing of the Shipment or documents, nor shall Shipper be relieved from liability in respect of the Shipment merely because the Shipment or documents have been sold or disposed of or otherwise dealt with.
9 UBI’s Liability
(1) UBI contracts with the Shipper on the basis that UBI’s liability for a Shipment are wholly contained in and construed in accordance with the terms and conditions of these STC.
(2) UBI contracts with the Shipper on the basis that UBI’s liability is strictly limited to direct loss only and to the per kilogram limits as defined in this Section 9.
(3) Notwithstanding any other clauses in these STC, all types of loss or damages other than those specified only in Section 9(2) of these STC are excluded (such exclusions include but not limited to lost profits income, interest, future business), whether such loss or damages is consequential or indirect, and even if the risk of loss or damage was brought to UBI’s attention before or after acceptance of the Shipment since special risks can be insured by the Shipper.
(4) If a Shipment combines carriage by air, road or other mode of transport, it shall be presumed that any loss or damage occurred during the air period of such carriage unless proven otherwise.
(5) UBI’s liability in respect of any Shipment transported shall be limited to the lowest of its actual market value or USD 20 per kilogram or USD 100 per Shipment.
(6) Every Shipment is transported on a limited liability basis as provided herein. If the Shipper determines the limits set forth herein are insufficient, the Shipper must make a special declaration and may request shipment value protection to the available extent offered by UBI for the respective Shipment or make its own insurance arrangements
at its own cost.
(7) Claims are limited to one claim per Shipment, settlement of which will be full and final settlement for all loss or damage in connection therewith.
(8) All claims must be submitted in writing to UBI within 14 days from the date that UBI accepted the Shipment, failing which UBI shall have no liability whatsoever. All of the original shipping cartons, packing, and contents must be made available for UBI’s inspection and retention until the claim is concluded. UBI is not obligated to act on any claim until all Charges have been paid.
10 Delayed Shipments
UBI does not undertake that Shipment will be delivered within a particular time. UBI is not liable for any damage or loss caused by delays. Subject to the foregoing sentence, UBI agrees to perform the services contracted for with reasonable despatch.
11 Force Majeure
UBI is not liable for any loss or damage arising out of circumstances for which UBI is not legally responsible. These include but not limited to events of force majeure like all events beyond UBI’s reasonable control, earthquakes, cyclones, storms, flooding, fog, war, plane crash, embargo, riot, civil commotion, industrial action;; any action or omission by a person not employed or contracted by UBI, e.g. Shipper, receiver, third party, customs or other government official, and electrical or magnetic damage to, or erasure of, electronic or photographic images, data or recordings. Furthermore UBI is not responsible for any loss or damage due to defect or characteristics related to the nature of the Shipment, even if known to UBI.
12 Shipper‘s Warranties and Indemnity
The Shipper shall indemnify and hold UBI harmless against any loss or damages arising out of the Shipper’s failure to comply with any applicable laws or regulations and for the Shipper’s breach of the following warranties and representations:
– The Shipper fully declare all Prohibited Goods
– All documentation and information provided by the Shipper or its representatives is complete and accurate
– The Shipment was prepared in secure premises by the Shipper’s employees or agents
– The Shipper employed reliable staff or agents to prepare the Shipment
– The Shipper protected the Shipment against unauthorized interference during preparation, storage, and transportation to UBI
– The Shipment is properly marked and addressed and packed to ensure safe transportation with ordinary care in handling
– All applicable customs, import, export and other laws and regulations have been complied with; and
– The shipping label has been prepared by the Shipper’s authorized representative and these STC constitute binding and enforceable obligations of the Shipper.
(1) UBI shall be entitled to collect, store, and process data that the Shipper and Recipients submitted in connection with the services performed by UBI and/or are required for the performance of the services. UBI shall be entitled to disclose these data as provided by statutory law to courts and public authorities.
(2) Unless mandatory provisions of the CMR, or the Montreal/Warsaw Convention apply, the substantive law of Hong Kong shall apply.
(3) Any dispute arising under or in any way connected with these STC shall be subject to the exclusive jurisdiction of Hong Kong, unless contrary to applicable mandatory law.
(4) The invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of other parts of these STC.