Terms of Service
The following are our Standard Conditions of Trading as a Freight Forwarder. A full set of our Standard Trading Conditions are available on application.
RIDGEWAY INTERNATIONAL LIMITED CONDITIONS OF TRADING AS A FREIGHT FORWARDER
PART I : GENERAL CONDITIONS
1. (A) Subject to sub-clause (B) below, all services of the Company whether gratuitous or not are subject to these Conditions.
(i) The provisions of Part I shall apply to all such services.
(ii) The provisions of Part II shall only apply to the extent that such services are provided by the Company as agents.
(iii) The provisions of Part III shall only apply to the extent that such services are provided by the Company as principals.
(B) The following provisions shall be paramount in so far as such provisions are inconsistent with these Conditions:
(i) the provisions embodied in a document bearing a title of or including "bill of lading" or "waybill" (whether or not negotiable) where such document is issued by or on behalf of the Company and provides that the Company contracts as a carrier
(ii) the provisions of Part IV of these Conditions, to the extent that the Company provides the services of cleaning, maintenance, repair or storage of Containers and ancillary services connected therewith.
(C) Every variation, cancellation or waiver of these Conditions must be in writing signed by a Director of the Company. Notice is hereby given that no other person has or will be given any authority whatsoever to agree to any variation, cancellation or waiver of these Conditions.
2. All services are provided by the Company as agents except in the following circumstances where the Company acts as principal:
(A) where the company performs any carriage, handling or storage of Goods but only to the extent that the carriage is performed by the Company itself or its servants and the Goods are in the actual custody and control of the Company, or
(B) where prior to the commencement of the carriage of Goods the Customer in writing demands from the Company particulars of the identity, services or charges of persons instructed by the Company to perform part or all of the carriage, the Company shall be deemed to be contracting as a principal in respect of which the Company fails to give such particulars demanded within 28 days of the Company's receipt of such demand, or
(C) to the extent that the Company expressly agrees in writing to act as a principal, or
(D) to the extent that the Company is held by a court of law to have acted as a principal.
3. Without prejudice to the generality of Clause 2
(A) the charging by the Company of a fixed price for a service or services of whatsoever nature shall not in itself determine or be evidence that the Company is acting as an agent or a principal in respect of such service or services;
(B) the supplying by the Company of their own or leased equipment shall not in itself determine or be evidence that the Company in acting as an agent or a principal in respect of any carriage, handling or storage of Goods;
(C) the company acts as an agent where the Company procures a bill of lading or other document evidencing a contract of carriage between a person, other than the Company, and the Customer or Owner;
(D) the Company acts as an agent and never as a principal when providing services in respect of or relating to customs requirements, taxes, licenses, consular documents, certificates of origin, inspection, certificates and other similar services.
4. In these conditions
(A) "Company" is Ridgeway International Limited
(B) "Customer" means any person at whose request or on
whose behalf the Company provides a service;
(C) "Person" includes persons or any body or bodies
(D) "Owner" includes the owner, shipper and consignee of
the Goods and any other person who is or may
become interested in the Goods and anyone
acting on their behalf;
(E) "Authority" A duly constituted legal or administrative
person, acting within its legal power and
exercising jurisdiction within any nation, state,
municipality, port or airport;
(F) "Goods" includes the cargo and any container not
supplied by or on behalf of the Company, in
respect of which the Company provides a
(G) "Container" includes any container, flexitank, trailer,
transportable tank, flat, pallet or any article of
transport used to carry or consolidate goods
and any equipment of or connected thereto;
(H) "Dangerous includes goods which are or may become of a
Goods" dangerous, inflammable, radioactive or
damaging nature and goods likely to harbor or
encourage vermin or other pests;
(I) "Hagues means the provisions of the International
Rules" Convention for the Unification of certain rules
Relating to Bills of Lading signed at
on 25th August 1924;
(J) "Instructions" means a statement of the Customers specific
Obligations of Customer
5. The Customer warrants that he is either the Owner or the authorized agent of the Owner of the Goods and that he is authorized 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.
6. The Customer warrants that he has reasonable knowledge of matters
affecting the conduct of his business, including but not limited to the
term of sale and purchase of the Goods and all other matters relating
7. The Customer shall give sufficient and executable instructions.
8. The Customer warrants that the description and particulars of the Goods
are complete and correct
9. The Customer warrants that the Goods are properly packed and labelled,
except where the Company has accepted instructions in respect of such services.
Special Instructions, Goods and Services
10. (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) If the Customer is in breach of sub-clause (A) above he shall be
liable for all loss or damage whatsoever caused by or to or in
connection with the Goods howsoever arising and shall defend,
indemnify and hold harmless the Company against all penalties,
claims, damages, costs and expenses whatsoever arising in
connection therewith and the goods may without notice be
destroyed or otherwise dealt with at the sole discretion of the
Company or any other person in whose custody they may be at the
(C) If the Company agrees to accept Dangerous Goods and then in
the opinion of the Company or any other person they constitute a risk to other goods, property, life or health they may without notice
be destroyed or otherwise dealt with at the expense of the Customer or Owner.
11. The Customer undertakes not to tender for transportation any Goods
which require temperature control without previously giving written notice
of their nature and particular temperature range to be maintained and in
the case of a temperature controlled Container stuffed by or on behalf of
the Customer further undertakes that the Container has been properly
pre-cooled or preheated as appropriate, that the Goods have been
properly stuffed in the Container and that its thermostatic controls have
been properly set by the Customer. If the above requirements are not
complied with the Company shall not be liable for any loss of or damage
to the Goods caused by such non-compliance.
12. No insurance will be effected except upon express instructions given in
writing by the Customer and all insurances effected by the Company are
subject to the usual exceptions and conditions of the policies of the
insurance Company or underwriters taking the risk. Unless otherwise
agreed in writing, the Company shall not be under any obligation to effect
a separate insurance on each consignment but may declare it on any
open or general policy. The Company is an agent in respect of the
effecting of insurance and should the insurers dispute their liability for
any reason the insured shall have recourse against the insurers only and
the Company shall not be under any responsibility or liability whatsoever
in relation thereto notwithstanding that the premium upon the policy may
not be at the same rate as that charged by the Company or paid to the
Company by its customers.
13. Except in accordance with express instructions previously received in
writing and accepted in writing by the Company, the Company shall not be
obliged to make any declaration for the purpose of any statute, convention
or contract as to the nature of value of any Goods or as to any special
interest in delivery.
14. Unless otherwise previously agreed in writing or otherwise provided for
under the provisions of a document signed by the Company, instruction
relating to the delivery or release of Goods against payment or against
surrender of a particular document shall be in writing and the Company's
liability shall not exceed that provided for in respect of misdelivery of
15. Unless otherwise previously agreed in writing that the Goods shall depart
or arrive by a particular date, the Company accepts no responsibility for
departure or arrival dates of Goods.
16. (A) The Customer and Owner shall defend, indemnify and hold harmless the Company against all liability, loss, damage, costs and expenses arising (i) from the nature of the goods unless caused by the Company's negligence, (ii) out of the Company acting in accordance with the Customer's or Owner's instructions, or (iii) arising from the breach of warranty or obligation by the Customer or arising from the negligence of the Customer or Owner.
(B) Except to the extent caused by the Company's negligence, the
Customer and Owner shall be liable for and shall defend, indemnify,
and hold harmless the Company in respect of all duties, taxes,
imposts, levies, deposits and outlays of whatsoever nature levied by
any Authority and for all payments, fines, costs, expenses, loss and
damage whatsoever incurred or sustained by the Company in
(C) Advice and information, in whatever form it may be given, are
provided by the Company for the Customer only and the Customer
shall defend, indemnify and hold harmless the Company for all
liability, loss, damage, costs and expenses arising out of any other
person relying on such advice or information.
(D) (i) The Customer undertakes that no claim be made against
any servant, sub-contractor or agent of the Company which
imposes or attempts to impose upon any of them any liability
whatsoever in connection with the Goods, if any such claim
should nevertheless be made, to indemnity the Company
against all consequences thereof.
(ii) Without prejudice to the foregoing, every such servant,
sub-contractor or agent shall have the benefit of all
provisions herein, as if such provisions were expressly for their benefit. In entering into this contract the Company, to the extent of those provisions, does not only on his behalf, but as an agent and trustee, for such servants, sub-contractors and agents.
(iii) The Customer shall defend, indemnify and hold harmless the Company from and against all claims, costs and demands whatsoever and by whomsoever made or preferred in excess of the liability of the Company under the terms of these Conditions and without prejudice to the generality of this clause this indemnity shall cover all claims, costs and demands arising from or in connection with the negligence of the Company, its servants, sub-contractors and agents.
(iv) In this clause, "sub-contractors" includes direct and indirect sub-contractors and their respective servants and agents.
(E) The customer shall be liable for the loss, damage, contamination, soiling, detention or demurrage before, during and after the Carriage of property (including, but not limited to, Containers) of the Company or any person or vessel referred to in (D) above caused by the Customer or Owner or any person acting on behalf of either of them or for which the Customer is otherwise responsible.
17. (A) The customer shall pay to the Company in cash or agreed all sums
immediately when due without deduction or deferment on account
of any claim, counterclaim or set-off.
(B) When the Company is instructed to collect freight, duties, charges
or other expenses from any person other than the Customer, the
Customer shall be responsible for the same on receipt of evidence
of demand and non-payment by such other person when due.
(C) On all amounts overdue to the Company, the Company shall be
entitled to interest, calculated at 4 percent above the base rate of
the Lloyds Bank Plc applicable during the period that such amounts
Liberties and Rights of Company
18. The Company shall be entitled, except insofar as has been otherwise
agreed in writing, 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 containerized
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,
(E) for the performance of its own obligations, and to do such acts
as in the opinion of the Company may be necessary or incidental to
the performance of the Company's obligations.
19. (A) The Company shall be entitled but under no obligation, to depart
from the Customer's instructions in any respect if in the opinion of
the Company there is good reason to do so in the Customer's
interest and it shall not thereby incur any addition liability.
(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
20. If at any time the performance of the Company's obligations, in the opinion
of the Company or any other 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
endeavors by 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 or Owner's
disposal at any place, which the Company may deem safe and convenient,
whereupon the responsibility of the Company in respect of the Goods shall
cease. The Customer shall be responsible for any additional costs of
carriage to and delivery and storage at such place and all other expenses
incurred by the Company.
21. If delivery of 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, is entitled to call upon
the Customer or Owner to take delivery thereof, the Company or such
other person shall be entitled to store the Goods in the open or under
cover at the sole risk and expense of the Customer.
22. Notwithstanding clauses 20 and 21, the Company shall be entitled but
under no obligation at the expense of the Customer payable on demand
and without any liability to the Customer and Owner, to sell or dispose of
(A) on giving 21 days notice in writing to the customer all Goods which in the opinion of the Company cannot be delivered as instructed, and
(B) without notice Goods which have perished, deteriorated or altered, or are in immediate prospect of doing so in a manner which has caused or may be reasonably expected to cause loss or damage to any person or property or to contravene applicable regulations.
23. The Company shall have a particular and general lien on all Goods or
documents relating to Goods in its possession for all sums due at any time
from the Customer or Owner and on giving 28 days notice in writing to the
Customer, shall be entitled to sell or dispose of such Goods or documents
at the expense of the Customer and without any liability to the Customer
and Owner and apply the proceeds in or towards the payment of such
24. The Company shall be entitled to retain and be paid all brokerages,
commissions, allowances and other remunerations customarily retained
by or paid to freight forwarders.
25. The Company shall have the right to enforce against the Owner and the
the Customer 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.
26. (A) If a Container has not been packed nor stuffed by the Company,
the Company shall not be liable for loss of or damage to the
contents if caused by:
(i) the manner in which the Container has been packed or
(ii) the unsuitability of the contents for carriage in containers,
unless the Company has approved the suitability,
(iii) the unsuitability or defective condition of the Container
provided that where the Container has been supplied by or on behalf of the Company this paragraph (iii) shall only apply if the unsuitability or defective condition arose (a) without any negligence on the part of the Company or (b) would have been apparent upon reasonable inspection by the Customer or Owner or person acting on behalf of either of them.
(iv) if the Container is not sealed at the commencement of the Carriage except where the Company has agreed to seal the Container.
(B) The Customer shall defend, indemnify and hold harmless the
Company against all liability, loss, damage, costs and expenses
arising from one or more of the matters covered by (A) above
except for (A) (iii) (a) above.
(C) Where the Company is instructed to provide a Container, in the
absence of a written request to the contrary, the Company is not
under an obligation to provide a Container of any particular type
27. (A) Except insofar as otherwise provided by these Conditions, the
Company shall not be liable for any loss or damage whatsoever
(i) the act or omission of the Customer or Owner or any
person acting on their behalf,
(ii) compliance with the instructions given to the Company
by the Customer, Owner or any other person entitled to give
(iii) insufficiency of the packing or labelling of the Goods except
where such services has been provided by the Company,
(iv) handling, loading, stowage or unloading of the Goods by the
Customer or Owner or any person acting on their behalf,
(v) inherent vice of the Goods,
(vi) riots, civil commotions, strikes, lockouts, stoppage or
restraint of labour from whatsoever cause,
(vii) fire, flood or storm, or
(viii) any cause which the Company could not avoid and the
consequences whereof it could not prevent by the exercise
of reasonable diligence.
(B) Subject to clause 15, howsoever caused the Company shall not be liable for loss or damage to property other than the Goods themselves, indirect or consequential loss or damage, loss of profit, delay or deviation.
Amount of Compensation
28. Except in so far as otherwise provided by these Conditions, the liability of
the Company, howsoever arising, and notwithstanding that the cause of
loss or damage be unexplained shall not exceed the following:
(A) in respect of all claims other than those subject to the provisions of sub-clause (c) below, whichever is the least of:
(i) the value of, or
(ii) 2 Special Drawing Rights (SDR's) per gross kilogram of,
the Goods lost, damaged, misdirected, misdelivered or in respect of which a claim arises.
(B) The SDR shall be as defined by the International Monetary Fund and the value of a SDR shall be calculated as at the date when settlement is agreed or judgement.
(C) In respect of claim for delay where not excluded by the provisions of these Conditions, the amount of the Company's charges in respect of the Goods delayed.
29. (A) Compensation shall be calculated by reference to the invoice value
of the Goods plus freight and insurance if paid.
(B) If there be no invoice value for the Goods, the compensation shall be calculated by reference to the value of such Goods at the place and time when they are delivered to the Customer or Owner or should have been delivered. The value of the Goods shall be fixed according to the current market price, or, if there be no commodity exchange price or current market price, by reference to the normal value of goods of the same kind and quality.
30. By special agreement in writing and on payment of additional charges,
higher compensation may be claimed from the Company not exceeding
the value of the Goods or the agreed value, whichever is the lesser.
Notice of loss, Time Bar
31. (A) The Company shall be discharged of all liability unless:
(i) notice of any claim is received in writing by the Company or
its agent within 14 days after the date specified in (B) below,
or within a reasonable time after such date if the Customer
proves that it was impossible to so notify, and
(ii) suit is brought in the proper forum and written notice thereof
received by the Company within 9 months after the date
specified in (B) below.
(B) (i) in the case of loss or damage to Goods, the date of delivery
of the Goods,
(ii) in the case of delay or non-delivery of the Goods, the date
that the Goods should have been delivered,
(iii) in any other case, the event giving rise to the claim.
32. The Customer shall defend, indemnify and hold harmless the Company in
respect of any claims of a General Average nature which may be made on
the Company and the Customer shall provide such security as may be
required by the Company in this connection.
33. Any notice served by post shall be deemed to have to be given on the
third day following the day on which it was posted to the address of the
recipient of such notice last known to the Company.
34. The defences and limits of liability provided for by these Conditions shall
apply in any action against the Company whether such action be founded
in contract or tort.
35. If any legislation is compulsorily applicable to any business undertaken,
these Conditions shall, as regards such business, be read as subject to
such legislation and nothing in these Conditions shall be construed as a
surrender by the Company of any of its rights or immunities or as an
increase of any of its responsibilities or liabilities under such legislation
and if any part of these Conditions be repugnant to such legislation to any
extent such part shall as regards such business be over-ridden to that
extent and no further.
36. Headings of clauses or groups of clauses in these Conditions are for
indicative purposes only.
Jurisdiction and Law
37. The Conditions and any claim or dispute arising out of or in connection
with the services of the Company shall be subject to English Law and the
exclusive jurisdiction of the English courts.
PART II: COMPANY AS AGENT
Special Liability and Indemnity Conditions
38. (A) 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.
(B) The Company shall not be liable for the acts and omissions of such third parties referred to in sub-clause (A) above.
39. (A) 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
(B) Except to the extent caused by the Company's negligence, the
Customer shall defend, indemnify and hold harmless the Company
in respect of all liability, loss, or damage, costs or expenses arising out of any contracts made in the procurement of the Customers requirements in accordance with clauses 38.
Choice of Rates
40. Where there is a choice of rates according to the extent or degree of
liability assumed by persons carrying, storing, handling the Goods, no
declaration of value where optional will be made unless otherwise agreed
PART III: COMPANY AS PRINCIPAL
41. 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.
42. Where the Company contracts as a principal and sub-contracts the
performance of its services and it can be proved that the loss of or
damage to or in respect of the Goods arose or was caused whilst the
Goods were in the care or custody of the sub-contractor (if not of
General application, insert here the words "in the continent of
"in the continent of
company shall have the full benefit of all rights, limitations and exclusions
of liability available to such sub-contractor in the contract between the
Company and such sub-contractor and in any law, statute or regulation and liability of the company shall not exceed the amount recovered, if any, by the Company from such sub-contractor.
43. Notwithstanding other provisions in these Conditions, if it can be proved
where the loss 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,
(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 other provisions in these Conditions, if it can be proved
that the loss of or damage to the Goods occurred at sea or inland
waterway and the provisions of clause 42 do not apply, the Company's
liability shall be determined by the Hague Rules. Reference in
Rules to carriage by sea shall be deemed to include reference to carriage
by inland waterways and
45. Notwithstanding the provisions of clause 42 if the loss of or damage to the
Goods occurred at sea or inland waterways, and the Owner, Charterer or
operator of the vessel establishes a limitation fund, the liability of the
Company shall be limited to the proportion of the said limitation fund
allocated to the Goods.
46. Air Carriage
If the Company acts as a principal in respect of a carriage of Goods by air,
the following notice is hereby given:
If the carriage involves an ultimate destination or stop in a country
other than the country of departure, the Warsaw Convention may
be applicable and the Convention governs and in most cases limits
the liability of carriers in respect of loss of or damage to cargo.
Agreed stopping places are those places (other than the places of
departure and destination) shown under requested routing and/or
those places shown in carriers' timetables as scheduled stopping
places for the route. The address of the first carrier is the airport of
47. Both to Blame Collision Clause
The current Both-to-Blame Collision Clause as adopted by BIMCO is in
48. USA/Canada Clause
(A) With respect to the transportation within
(B) If and to the extent that the provisions of the Harter Act of the USA 1893 would otherwise be compulsorily applicable to regulate the Company's responsibility for the Goods during any period prior to loading on or after discharge from the vessel on which the Goods are to be or have been carried, the Company's responsibility shall instead be determined by the provisions of these Conditions, but if such provisions are found to be invalid such responsibility shall be determined by the provisions in the Carriage of Goods by Sea Act of the USA approved 1936.
COMPANY PROVIDING SERVICES FOR CLEANING, MAINTENANCE, REPAIR OR STORAGE OF CONTAINERS AND ANY SERVICES CONNECTED THEREWITH
49. Subject to clause 35 above, the Company shall not be liable for any
improper performance or non performance of its Services, or the
consequences arising therefrom, except to the extent provided in this Part
50. (A) The Company's liability shall not exceed the reasonable cost of
rectifying the services improperly or not performed by the Company,
subject to a limit per Container of that Container's market value.
(B) At the Company's sole option, the company may rectify at its own expense the services improperly or not performed. If the Company exercises this option, or is not given an opportunity by the Customer or Owner to exercise this option, the Company shall not be liable for any costs incurred by the Customer or Owner in rectifying such services.
51. The Customer and Owner undertake to inspect the Container or redelivery to the Customer or Owner or person acting on their behalf. The Company shall not be liable and the Customer and Owner shall defend, indemnify and hold harmless the company against any loss, damage, liability, cost and expense in respect of or arising from an improper or non performance of the Company's services which would have been apparent upon reasonable inspection of the Container at the time of redelivery.
52. The Company shall be discharged of all liability unless:
(i) Notice of any claim is received by the Company in writing within 14 days, and
(ii) suit is brought in the proper form and written notice thereof
received by the Company within 9 months
after the date of redelivery of the Container to the Customer or Owner or
person acting on their behalf.
Ridgeway International Limited
1 September 1994