These terms and conditions apply to all services ESGL performs in respect of Terminal Operations and Stevedoring business or any activity as defined below, whether evidenced by the issue of a document or not. They do not apply to any other services rendered by ESGL.

1. INTERPRETATION
Herein,

“Company” means ES Global Logistics (ESGL), PO Box 1521, Khor Khwair, Ras Al Khaimah, governing under the laws of Government of Ras Al Khaimah under License No 13009 issued by RAK DED.

“Customer” means the person, firm, company, or statutory body at whose request ESGL provides the Services in accordance with these terms and conditions.

“Contract” means a Contract for the supply of the Services in accordance with and incorporating these Terms and Conditions.

“Charges” means all charges, expenses or other sums which are due to be paid by the Customer to ESGL.

“Dangerous Goods” means any goods incorporating dangerous substances listed in goods identified within the edition of the International Maritime Dangerous Goods Code for the time being in force and any other substance of a similar nature or presenting a similar hazard.

“Goods” means any goods or commodities to be handled by ESGL for the Customer including any article of transport which includes, unless otherwise indicated, bulk cargo, break bulk/general cargo, loose packages, palletized, bags, vehicle, container, trailer, road tanker, truck, and any similar item
used for the consolidation of Goods (which shall include without limitation, stuffing, packing, loading, trans-shipping or securing of Goods on or within articles of transport) as well as mobile plant, timber, steel packages etc. in which or on which the Goods are packed.

“Group” means, in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

“Including” means including without limitation.

“SDR” means Special Drawing Rights as defined by the International Monetary Fund.

“Services” means all and any services to be provided by ESGL for the Customer subject to these terms and conditions including, cargo/goods, loading, discharging, lashing, unlashing, stuffing, destuffing, packing, bagging and transportation.

“Ship” means any vessel in respect of which ESGL provides Services.

“Terminal” means the terminal where the Services are to be provided as agreed by the ESGL.

“Terms and Conditions” means the terms and conditions set out in this document and unless the context otherwise requires, any special terms and conditions agreed in writing between ESGL and the Customer.

2. APPLICATION

a) The terms of each Contract shall incorporate these Terms and Conditions as are from time to time in force when the same are accepted pursuant to Clause 2(c).

b) All terms and conditions stipulated or referred to the Customer (unless in writing and signed by an Authorized signatory of ESGL) or implied by any course of dealing between ESGL and the Customer shall be excluded and shall not be binding on ESGL or form part of this Contract.

c) In the absence of any other act constituting acceptance of these Terms and Conditions by the Customer, the Customer shall be deemed to accept that these Terms and Conditions are binding upon it when it delivers the Goods to ESGL or, where the Goods are in the possession or control of a third party, when it authorizes ESGL to take control or possession of the Goods.

d) Terms and Conditions and any special or supplementary conditions may be amended and reissued by ESGL any time, in which case, the amended and reissued terms and conditions shall apply to all Contracts coming into force thereafter.

e) No variation of any Contract or of these Terms and Conditions shall be effective unless in writing and signed by Authorized signatory of ESGL.

f) All and any Services, whether gratuitous or not, are supplied subject to these Terms and Conditions.

3. PAYMENT OF CHARGES

a) The Customer shall pay ESGL such Charges for the Services as have been quoted in writing by ESGL to the Customer or where no such quote has been provided or any quote given is no longer valid, such Charges as are specified in ESGL's standard Schedule of Charges in force on the date on which the Services are provided.

b) Subject to Terms and Conditions and Clause 3(e), ESGL shall invoice the Customer for the agreed period or upon completion of the Services performed. All Charges shall be paid within the agreed payment terms from and including the date of the invoice or if later, the date of the invoice is submitted to the Customer. In default of payment within the time stipulated, ESGL
shall have the right to charge interest on any overdue amount which shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.

c) Payment shall be made in the currency specified by the invoice and in full without deduction or set off and free of any bank charges.

d) Unless otherwise agreed in writing by ESGL, the Customer shall be liable for any charges of any nature (including any duties or taxes) levied by any third party (including any governmental or other authority) in connection with the Goods and for payment of any fine, expenses, claims or loss incurred or sustained by ESGL in connection therewith. If any such amounts are paid by ESGL on behalf of the Customer, the Customer shall promptly indemnify ESGL for all such amounts and ESGL shall be entitled to charge interest thereon from and including the date of payment by ESGL to the date of reimbursement by the Customer.

e) ESGL shall be entitled to vary its standard Schedule of Charges at any time without notice. In addition, to varying the amount of the Charges, ESGL shall be entitled at any time at its sole discretion to vary the terms of payment including by imposing a requirement for prepayment of the whole or part of the Charges or the imposition of a fixed date for payment of the Charges
even if the Goods have not been delivered to the Customer. Any error or omission in the Standard Charges or in any promotional literature quotation or invoice or other document issued by ESGL shall be subject to correction without liability on the part of ESGL.

f) Where Charges are based on the number, CBM, MT, FRT of the Goods, ESGL may verify the same by measurements, packing list, B/L quantity, weigh bridge quantity, draft survey quantity or else delivered or received quantity of goods whichever is greater, and the measurements taken by ESGL shall be deemed to be conclusive save in the event of manifest error.

4. RIGHTS AND OBLIGATIONS OF ESGL

a) Subject to and in accordance with these Terms and Conditions: –

i. ESGL shall perform the Services with reasonable care and skill;
ii. Where ESGL is a custodian or bailee of the Goods pursuant to a Contract (unless the bailment or receipt by ESGL of the Goods is involuntary), ESGL shall take such care of the Goods as a reasonably competent custodian or bailee would take of equivalent Goods in similar circumstances; and
iii. without affecting the liability of ESGL, hereunder, ESGL may procure the Services provided by another company in the same Group as ESGL or by an assignee or sub-contractor of ESGL.

b) ESGL shall have the right to deal with the Goods in whatsoever way it deems necessary in carrying out the Services to be provided under the Contract save where it has made an agreement in writing with the Customer to the contrary. Notwithstanding any such agreement if in the reasonable opinion of ESGL, the interests of safety, compliance with the law, the preservation of life or property or the interests of the Customer so require, ESGL may deviate from any such agreement in any respect and all expenses reasonably incurred thereby shall be the responsibility of the Customer. Such deviations shall be notified and mutually agreed with customer.

c) ESGL accepts no responsibility for the maintenance or repair of any part of the Goods. If such maintenance or repair or the provision of power, fuel or other supplies is necessary to enable ESGL to perform the Services ESGL shall be entitled to suspend the performance of the Services (in which case it shall be entitled to invoice for the same as if the Services had been completed) or in its discretion pay for any maintenance and repair or power, fuel or other supplies necessary in which case the customer shall reimburse ESGL for all of its costs in taking any such action.

d) In the absence of an agreement to the contrary in writing signed by an Authorized signatory of ESGL (and subject in such case to the payment of any additional Charges referred to in ESGL’s standard Schedule of Charges), the working hours applicable to the Contract and the performance of the Services will be as per the standard working hours.

e) Notwithstanding anything else to the contrary set out in these Terms and Conditions, ESGL reserves the right to refuse to provide the Services for any reason (including, without prejudice to the foregoing generality any weather conditions) or to provide the Services at such times and/or subject to such further conditions as ESGL may in its sole discretion.

f) Save where ESGL has agreed to be responsible for the storage of Goods before or after the loading or unloading of goods, thereof ESGL shall only be responsible for the Goods whilst they are in the course of being loaded or unloaded and shall have no responsibility for the Goods prior to the commencement of or after the completion of loading or unloading (as the case may be).Where ESGL has agreed to be responsible for storage, the current edition of the STC shall apply to such operations, a copy of which is available on ESGL’s website at https://www.esglobal.ae/___ For the avoidance of doubt, the period of 7 days envisaged in the Customer warranty in clause 5(k)(ii) does not amount to agreement by ESGL for the purposes of this clause 4(h).

g) Without prejudice to Clauses 4(a) or 7 ESGL shall be entitled in its discretion to:-

i. open packages or other containers to inspect and ascertain the condition of the Goods before accepting the Goods for loading, unloading or storage or at any time during the course of the same; and

ii. where in the opinion of ESGL following such an inspection the condition of the Goods is not suitable for loading, unloading or storage or does not comply with any relevant statute or regulation or is likely to cause damage to other Goods or property ESGL shall be entitled to suspend any loading, unloading or storage operation and may serve notice on the Customer requiring the Customer to remove the Goods within such time as shall be
specified in the notice being a reasonable time which shall not in any event be more than 72 hours.

h) Where a Customer receives notice pursuant to Clause 4 a(i)(ii) and fails to remove the Goods within the time specified, abandons the Goods or where the removal of the Goods by the Customer is not practical, ESGL may arrange for the removal, destruction or disposal of the same and the Customer shall be responsible for the costs thereof.

5. OBLIGATIONS OF THE CUSTOMER

a) At least 72 hours before delivery of the Goods to ESGL, the Customer will inform ESGL of any special precautions or instructions regarding the nature, weight or condition of the Goods in writing and how they should be stored, handled, loaded or unloaded which are necessary or desirable for ESGL to perform the Services and/or to comply with its legal duties (including
those relating to health and safety and the environment) in doing so. ESGL may in its discretion refuse to accept delivery without liability to the Customer or apply additional Charges if in ESGL’s sole opinion it is unable to comply with such special precautions or instructions or it is impractical or uneconomic to do so.

b) The Customer warrants that, except as disclosed in writing to ESGL pursuant to Clause 5(a), the Goods will be in a normal condition and will not constitute Dangerous Goods or environmental waste, that none of the Goods will cause pollution of the environment or harm to human health, nor will they be toxic, hazardous or noxious and that all Dangerous Goods and
toxic, hazardous or noxious cargo that ESGL agrees to accept after the required disclosure will be properly sealed, packed and labelled in accordance with the law and best practice and that all Goods will be capable of safe handling without special clothing or equipment and without involving any activity which is unlawful or potentially unlawful. ESGL shall be entitled to give any particulars about the Goods to whomsoever ESGL deems necessary.

c) On delivery of the Goods to ESGL, the Customer shall ensure that ESGL is given a full description of the Goods and such other information as is sufficient to identify them and handle them safely and in full compliance with all applicable laws and regulations.

d) The Customer shall be bound by and deemed to warrant the accuracy of all descriptions, values and other particulars furnished to ESGL including for the purpose of identifying the cargo or for Customs, Consular or other purposes. The Customer warrants that all Goods have been correctly and sufficiently prepared and packed in conformity with any applicable regulations and are in all respects in a fit condition for handling by ESGL.

e) The Customer warrants that it is either the owner of the Goods or the authorized agent of the owner, in which case it has authority from the owner to enter into the Contract and to deliver the Goods into the possession of ESGL hereunder. Where the Customer is the agent of the owner the agent shall be jointly and severally liable with the owner at all times for all monies
payable or liabilities arising under the Contract or for any breach thereof notwithstanding that the agent may have purported to enter into the Contract as agent only or in any other way purported to exclude personal liability.

f) ESGL does not insure the Goods. The Customer warrants that at all times while the Services are being performed the Goods will be fully insured and that such insurance will cover theft of the Goods and any loss of or damage to the Goods arising during or as a result of the performance of the Services with any right for the insurer to bring a subrogated claim against ESGL being excluded.

g) Where delivery of the Goods takes place at ESGL’s premises or at any premises where the Goods are to be stored, the Customer shall be responsible for ensuring that any Ships, vehicles and personnel delivering Goods or arriving to take delivery of the Goods at all times act in conformity with all applicable rules and regulations of ESGL and of any statutory or other
competent authority having jurisdiction over the premises of ESGL or the owner and/or occupier of any other premises where the Services are carried out (including all relevant health and safety and environmental rules and regulations whether or not such rules and regulations have been notified to the Customer). The Customer will obtain, at the Customer’s expense, all import or other licenses and customs clearances relevant to the Goods in a timely manner so as not to delay any importation or exportation of the same.

h) The Customer will make arrangements for the removal, destruction or other disposal of any damaged or quarantined Goods at the Customer's expense within a reasonable period of notification by ESGL and shall pay Charges for the storage of such Goods until their removal, destruction or disposal in accordance with ESGL’s standard Schedule of Charges. ESGL shall not bear any risk nor have any liability for loss or damage to such damaged or quarantined Goods at any time.

i) The Customer warrants that:-

Without prejudice to Clause 5(h) the Customer shall procure that all Ships delivering Goods or arriving to take delivery of Goods and the owners thereof comply with all applicable rules and regulations regarding ship security including without limitation the Ship and Port Facility (Security) Regulations 2004 (implementing the ISPS Code) (and any rules or regulations that
may amend, replace or supersede the same) and shall:-

i. pay any further Charges and indemnify ESGL pursuant to Clause 5(h) for any further amounts arising as a result of any non-compliance with such rules and regulations or as a result of any Ship or the loading or unloading of any Goods being prevented, delayed, repeated or extended as a result of the operation of the same; and

ii. comply in full and in a timely manner with all instructions given by ESGL pursuant to such rules and regulations.

j) In the event of any breach by the Customer at any time of any of the obligations set out in this Clause 5 or in the event of any of the warranties given by the Customer being misleading, inaccurate or incorrect in any respect:-

i. ESGL shall be entitled to cancel the Contract and any other Contract that it may have with the same Customer and refuse to handle the Goods the subject thereof without any liability on the part of ESGL and without prejudice to the obligation of the Customer to pay Charges in respect of the Services performed; and

ii. the Customer shall indemnify ESGL and pay to ESGL upon its first written demand all costs, losses, expenses, fines, charges and other damages incurred by ESGL or its servants or agents as a result of such breach or as a result of the warranties or any of them being misleading, inaccurate or incorrect.

6. DELIVERY

a) Unless otherwise agreed in writing, time is not of the essence in the performance of the Services by ESGL, but ESGL undertakes to use reasonable endeavors to complete the Services in a reasonable time. Any time or date for completion of the Services which may be given by ESGL is an estimate only and ESGL shall not be liable for the consequences of any delay or for the failure to ship the Goods or make them available for collection unless such loss or failure by ESGL is the result of a deliberate act or the negligence of ESGL or its employees or agents (in which case the exclusions and limitations of liability set out in Clause 9 shall apply).

b) If:

i. the Goods delivered to ESGL for loading are for any reason not accepted for loading within the period provided for in Clause 5(j)(i);

ii. the Customer for any reason fails to take delivery or procure the removal of unloaded Goods from the Terminal or give other adequate instructions acceptable to ESGL in respect of such Goods within the period provided for in Clause 5(j)(ii);
iii. Goods are delivered to ESGL in a condition which in the opinion of ESGL renders them unfit for shipment; or Goods delivered to ESGL are insufficiently addressed or marked so that ESGL cannot determine on which ship or vehicle the Goods are to be placed or the place of delivery to the Customer or the precise nature of the Goods, particularly those to which Clause 7 may apply, then without prejudice to any other right or remedy available to ESGL, ESGL shall give reasonable notice to the Customer thereof and from that point shall be treated as an involuntary bailee of the Goods and may, in its absolute discretion:

iv. store the Goods until actual delivery and charge the Customer for storage at its normal rates together with all costs associated with such storage. For the avoidance of doubt, under this clause 6(b)(v), whatever the nature of the Goods, ESGL will be under no obligation to store them inside or under cover; and/or
v. sell the Goods at the best price readily obtainable and (after deducting all storage charges due and selling expenses incurred) account to the Customer for any difference between the proceeds of sale and all sums due to ESGL.

c) If the proceeds of sale received by ESGL pursuant to Clause 6(b)(v) above are not sufficient to pay all sums due to ESGL hereunder, the Customer shall be liable to pay the amount of any deficit to ESGL upon written demand.

7. CONDITION OF GOODS

a) This condition applies where any Goods or Dangerous Goods in the custody of ESGL or its employees agents subcontractors or persons associated with such persons become noxious hazardous inflammable explosive or in any way dangerous or otherwise likely to cause damage (which includes Goods which may be infectious, diseased or verminous or likely to harbour or
encourage infection or disease or vermin or other pests) whether alone or in combination with other Goods and whether or not by reason of the act or omission of any person.

b) Where this condition applies ESGL or the person in whose custody the Goods are, shall be at liberty either on its own account or through the services of any third party to destroy or otherwise deal with any such Goods in any way for the purpose of rendering the Goods harmless or capable of safe handling.

c) Other than in the case of the negligent act or default of ESGL, its servants or agents, the Customer shall indemnify ESGL against all costs, losses, liabilities, charges, claims, expenses and fines arising out of or in connection with the handling, destruction or other dealings with
any such Goods pursuant to this Clause.

8. TERMINATION

a) In the event that the Customer terminates the Services at any time or same are fully performed ESGL may recover all charges from the Customer due to it as if the Services had been performed in full or such lesser amount as ESGL in its sole discretion may decide.

b) If any of the following events occur: –

i. the Customer fails to pay any amount due to ESGL under a Contract in full on the due date, therefore.

ii. the Customer is in material, continued or persistent breach of any of its obligations under a Contract and the breach is irremediable or the breach can be remedied, and the Customer fails to remedy the same within 7 days of notice in writing from ESGL requiring the same to be remedied.

iii. a winding up petition is presented in respect of the Customer, and is not dismissed within thirty days of presentation, or application is made for an administration order in respect of the Customer, or an order is made, or an effective resolution is passed for the liquidation or winding up of the Customer.

iv. the Customer enters into any composition or arrangement for the benefit of its creditors or a liquidator, an administrative receiver, administrator or a receiver or manager is appointed over all or substantially all of its assets or undertaking.

v. the Customer ceases to carry on its business or substantially all of its business or disposes of all or substantially all of its undertaking or becomes unable or is deemed to be unable to pay its debts.

vi. the Customer (being an individual or partnership) becomes apparently insolvent, bankrupt, has a trustee appointed for the benefit of creditors or enters into any arrangement with their creditors.

vii. the Customer is affected in any jurisdiction by any matter of substantially similar effect to any of the matters referred to in sub-clauses 8(b)(vi) inclusive above; and

viii. the Customer is the subject of any action which in the reasonable opinion of ESGL is prejudicial to the interests of ESGL or is evidence that any of the above events is about to occur in relation to the Customer, then, without prejudice to any other right or remedy available to ESGL, ESGL in its discretion may terminate the Contract (and each or any other Contract between the Customer and ESGL) and cancel the Services or suspend any
further Services to be provided thereunder without any liability to the Customer.

c)  The termination of any Contract shall be without prejudice to the rights and remedies of either party, which may have accrued up to the date of termination including damages for any breach of contract.
d)  All sums due to ESGL by the Customer under any Contract (including any Charges in respect of any Services which have been provided but not paid for) shall become immediately due and payable upon termination thereof notwithstanding any previous agreement or arrangement to the contrary and if the Customer fails to pay the sums so due ESGL shall be entitled to
exercise all or any of the remedies available to it pursuant to these Terms and Conditions (including the lien conferred by Clause 12 hereof) or otherwise against the Customer or any trustee, supervisor, receiver, liquidator or administrator of ESGL.

9.  EXCLUSION AND LIMITATIONS OF LIABILITY

a)  Risk in the Goods (including without limitation all risk of theft, loss or damage to the Goods) shall at all times remain with the Customer and ESGL shall have no liability in respect of the same unless and to the extent ESGL is in breach of its obligations under the Contract.
b)  Under no circumstances will ESGL be in breach of the Contract or have any liability in respect of any delay, loss and/or damage arising out of any of the following:

i. the wrongful act, omission and/or neglect or any breach of Contract by the Customer, its employees, agents or sub-contractors:
ii. its compliance with the instructions of the person entitled to give them.
iii. the lack or insufficiency of, or the defective condition of the packaging of Goods which by their nature are liable to wastage or deterioration or to be damaged when not packed or not properly packed.
iv. latent or inherent vice or defect of the Goods.
v. insufficiency or inadequacy of marks, labelling or numbers on the Goods, incorrect delivery details or any failure by a consignee to accept delivery of Goods.
vi. any losses where ESGL has obtained proof of delivery acknowledging safe receipt of the Goods.
vii. any information or advice given by ESGL being incomplete or inaccurate where this incompleteness or inaccuracy cannot reasonably have been known to ESGL at the time of the provision of the advice or information; or
viii. any failure or inability of any Ship, shipowner or other persons (other than ESGL) to comply with its obligations under all applicable rules and regulations regarding ship security including without limitation – the Ship and Port Facility (Security) Regulations 2004 (implementing the ISPS Code), or any rules and regulations that may amend, replace or supersede the same.

c) Where ESGL is in breach of its obligations in respect of the Services or under any Contract or any duties it may have as a bailee or custodian of the Goods it shall have no liability to the Customer in contract, tort, delict, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Customer which is of an indirect or consequential nature including without limitation the following:-

i. loss, or deferment, of profits.
ii. loss, or deferment, of revenue.
iii. loss of goodwill.
iv. loss of business.
v. loss, or deferment, of production or increased costs of production.

d) the liabilities of the Customer to any other party.

e) Without prejudice to Clause 9(c) where ESGL is in breach of its obligations in respect of the Services or under any Contract its liability to the Customer in contract, tort, delict, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Customer and arising from any event or series of related events with a common cause shall not under any circumstances exceed:-

i. in the case of any loss and/or damage to Goods the lower of:-
a. the value of the Goods lost and the diminution in value of any Goods damaged or
b. AED 30.00 per kilogram and maximum of AED 10,000.00 per package.
c. Nothing in this Clause or Clause 9 shall exclude or limit the liability of ESGL for death or personal injury resulting from ESGL's negligence.

ii. The express terms and conditions of the Contract are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom or otherwise all of which are hereby excluded to the fullest extent permitted by law.

iii. The Customer shall have no right to withhold, retain or set off the value of any claim it may assert against ESGL against any sum which may be due and payable to ESGL in accordance with the terms of the Contract.

iv. If the Customer does withhold, retain or set off the value of any claim it asserts against ESGL against any sum that is due and payable in accordance with the terms of the contract then ESGL shall, irrespective of whether the claim is legitimate:

a. be entitled to recover any such unauthorized deduction in full.
b. be entitled to charge interest on the full amount of the unauthorized deduction from the date that the deduction was made until it is repaid.
c. be entitled to charge an administration fee up to but not exceeding AED 300.00 for each unauthorized deduction made.
d. be entitled to recover any costs incurred by ESGL in attempting to reclaim the unauthorized deduction, including but not limited to legal fees.

10. TIME BAR FOR CLAIMS AND NOTICE OF LOSS

a) Without prejudice to any exclusion or limitation of liability provided for in these Terms and Conditions, any claim by the Customer in respect of any alleged loss, damage, deviation, mis- delivery, delay, detention or other claim of any kind whatever shall be notified in writing to ESGL, within 7 days from and including:

i. in the case of a claim for loss of or damage to the Goods, the date upon which the Customer became or should have become aware of the alleged loss or damage.
ii. in the case of a claim for failure to ship or delay in delivery or non-delivery, the date when the Goods should have been shipped or dispatched from the Terminal.
iii. in any other case, the date of the event giving rise to the claim.

b) ESGL shall have no liability for any physical loss or damage that would be evident from a visual inspection if such damage is not reported to ESGL prior to collection of the Goods from the Terminal in writing and signed by an authorized employee of ESGL.
c) In cases where a visual inspection would not reveal physical loss or damage to the Goods prior to collection from the Terminal, ESGL shall have no liability for any physical loss or damage of the Goods after leaving the Terminal.
d) ESGL shall have no liability for any physical loss or damage unless it shall have had the opportunity to inspect and verify the same where reasonably practical prior to Goods leaving the Terminal.
e) Any claim shall be deemed to be waived, extinguished and absolutely barred if:-

i. notice of the claim is not given to ESGL in accordance with Clause 10(a); or
ii. legal proceedings in respect of the claim are not commenced against ESGL within 12 months from when the Goods the subject of such claim were or should have been delivered to or at the Terminal.

11. CUSTOMERS’ INDEMNITIES

a) The Customer warrants and undertakes to ESGL that the exclusions and limitation of liability conferred by these Terms and Conditions and each Contract for the benefit of ESGL are and shall be binding upon all persons who have or acquired any interest in the Goods and the Customer hereby agrees to hold harmless and indemnify ESGL against all claims and demands
whatsoever by whomsoever made or alleged (other than the Customer) in respect of the Goods.

b) The Customer shall indemnify ESGL for any damage caused to ESGL’s equipment caused by the condition or quality of the Goods or any material within the Goods.

12. GENERAL LIEN WITH POWER OF SALE

ESGL shall have a lien upon all Goods and other property of the Customer in its possession for any Charges due thereon and all other monies owing by the customer to ESGL for whatever reason, and in the event of any such Charges or other monies not being paid within 7 days of the due date for payment therefor, ESGL may sell the Goods and other property and apply the
proceeds towards the satisfaction of the amounts owing and also all charges and expenses arising during the exercise of any such lien (in such manner as ESGL shall in its discretion determine). If the Customer has sold or shall sell the Goods or any property the subject of the lien ESGL may, at its option, accept the proceeds of such sale or some interest or charge in or over such proceeds in substitution of its lien as a condition for releasing the Goods to the
purchaser thereof.

13. FORCE MAJEURE

a) ESGL shall not be liable to the Customer, or be deemed to be in breach of Contract, by reason of any delay in performing, or any failure to perform or to perform properly, any of ESGL’s obligations in relation to the Services, if the delay or failure was due to any event which is beyond the reasonable control of ESGL which, without prejudice to the generality of the foregoing, shall include but shall not be limited to the following:-

i. any Act of God, inclement weather, epidemics, pandemic, endemic, explosion, flood, tempest, fire or accident.
ii. war (declared or undeclared) or threat of war, war-like actions, sabotage, terrorism, piracy revolution, insurrection, riot or civil disturbance or requisition.
iii. acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part` of any governmental, parliamentary or local authority.
iv. import or export regulations or embargoes.
v. strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of ESGL or of a third party);
vi. difficulties in obtaining raw materials, labour, fuel, parts, or machinery.
vii. power failure or breakdown in machinery; or
viii. pests, insects, or vermin.

14. GENERAL

a) Neither party shall pledge the credit of the other party nor represent itself as being the agent, partner, employee or representative of the other party and neither party shall hold itself out as such nor as having any power or authority to incur any obligation of any nature, express or implied on behalf of the other party and nothing in the Contract shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the Parties.

b) The rights and remedies of either party in respect of the Contract shall not be diminished, waived or extinguished by any delay by either party in exercising the same.
c) The waiver by either party of any breach of the Contract shall not prevent the subsequent enforcement of that provision in relation to any other breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
d) If at any time any part of the Contract is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from the Contract and the validity and/or enforceability of the remaining provisions of the Contract shall not in any way be affected or impaired as a result of that omission.
e) Subject to the specific limitations set out in the Contract, no remedy conferred by any provision of the Contract is intended to be exclusive of any other remedy except as expressly provided for in the Contract and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or existing at law or in equity, by statute or otherwise.
f) The headings in these Terms and Conditions are for identification only and shall not be deemed to be part hereof or to be taken into consideration in the interpretation or construction of the same.
g) Save where amended or supplemented in writing with the agreement of the Company these Terms and Conditions shall constitute the entire agreement of the parties with respect to the matters referred to herein and shall supersede any prior agreement between the parties.
h ) Any notice required to be given under the Contract shall be sufficiently given if sent by registered or recorded delivery post or left at the principal or registered office for the time being of the party to be served. Any such notice shall be deemed to be served at the time when the same is handed to or left at the address of the party to be served and if served by post on the third day (not being a Sunday or public holiday) following the day of posting. i) This Contract shall be governed and interpreted in accordance with UAE law and the Customer irrevocably agrees that the courts of UAE shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims) provided always that the Company may commence proceedings and may enforce the Contract in any other courts of competent
jurisdiction.