Terms & Conditions
ZORBERG AG TERMS AND CONDITIONS
Edition September 2026. The English text prevails over any translation.
All services of ZORBERG AG are provided subject to the Standard Trading Conditions (Part A). Where ZORBERG AG issues its own transport document as carrier, the carriage is governed by the Conditions of Carriage printed on that document: Part B for the Multimodal Transport Bill of Lading / Waybill and Part C for the House Air Waybill. Shipments to or from the United States are carried under a separate bill of lading incorporating the US Carriage of Goods by Sea Act. Part D governs the use of the website only.
Part A Standard Trading Conditions
Apply to all services other than carriage under a ZORBERG AG transport document.
1. Application
1.1 These Conditions apply to all services performed or procured by ZORBERG AG, Rotkreuz, Switzerland (the "Company"), for any person (the "Customer"), and to all quotations, offers and contracts relating to such services, unless expressly varied in writing by a director or authorised officer of the Company.
1.2 Where the Company issues its own bill of lading or waybill for the carriage of goods, the terms and conditions of that document govern the carriage; these Conditions govern all other services and apply to the carriage only to the extent not inconsistent with the bill of lading.
1.3 Where any provision of these Conditions is inconsistent with any legislation or international convention which applies compulsorily to the service in question, that provision shall be ineffective to the extent of the inconsistency and no further.
1.4 The Customer's own terms and conditions shall not apply, even if referred to in the Customer's order or other documents, unless expressly accepted in writing by the Company.
2. Definitions
(a) "Services" means all services of whatever nature performed or procured by the Company, including forwarding, carriage, chartering, customs, storage, handling, project management, procurement of insurance and consultancy.
(b) "Goods" means the cargo, together with any packing and any container or article of transport not supplied by the Company, in respect of which the Services are performed.
(c) "Customer" includes the person giving the instruction, the owner of the Goods, the consignor and consignee, and any person on whose behalf any of them acts; all such persons are jointly and severally liable to the Company.
(d) "SDR" means the Special Drawing Right of the International Monetary Fund.
(e) "Dangerous Goods" means goods which are or may become hazardous, flammable, explosive, corrosive, toxic, radioactive or otherwise dangerous to property, persons or the environment, and goods classified as dangerous under the IMDG Code, ADR, RID, the ICAO Technical Instructions or any similar regulation.
3. The Company as agent or as principal
3.1 The Company performs the Services either as agent of the Customer or as principal, as follows.
3.2 The Company acts as principal (contracting carrier) only where it issues its own bill of lading, waybill or other transport document in its own name as carrier, or where it has expressly agreed in writing to act as principal for a specified service. In that case the Company's liability is governed by the terms of that document or agreement and, where none apply, by clause 9.
3.3 In all other cases the Company acts as agent of the Customer in procuring the Services from third parties (carriers, vessel owners and operators, terminals, warehouses, customs brokers, insurers and others). When acting as agent the Company has authority to enter into contracts with third parties on the Customer's behalf on the third parties' usual terms, which may exclude or limit their liability; the Customer is bound by those terms and the Company's liability is limited to the exercise of reasonable care in the selection and instruction of the third party.
3.4 The Company's charging of a lump-sum or all-in price, the issue of an invoice in its own name, or the fact that it does not disclose the identity of the third parties it engages, shall not of themselves mean that the Company acts as principal.
3.5 Whether acting as agent or as principal, the Company is not obliged to disclose to the Customer the identity of any third party engaged or the terms of its engagement, except where compulsory law so requires.
4. Quotations and charges
4.1 Quotations are given on the basis of immediate acceptance and are subject to withdrawal or revision; unless otherwise stated they are valid for the period indicated and are based on the rates, exchange rates, tariffs, surcharges and conditions current at the date of quotation. Any change in these, and any additional cost arising from circumstances not foreseen at the time of quotation (including but not limited to demurrage, detention, storage, inspection, re-handling, and sanction or compliance-related costs), shall be for the Customer's account.
4.2 All sums due to the Company are payable in the invoiced currency within [30] days of invoice, without set-off, deduction or counterclaim. Interest at 8% per annum accrues from the due date.
4.3 The Customer shall pay all duties, taxes, levies, fines and charges levied by any authority in respect of the Goods, and shall indemnify the Company against any such amounts paid or payable by it.
5. Customer's obligations and warranties
5.1 The Customer warrants that it is either the owner of the Goods or the authorised agent of the owner, and that it accepts these Conditions for itself and on behalf of the owner.
5.2 The Customer warrants that all descriptions, particulars, weights, measurements, values, classifications and other information furnished are accurate and complete; that the Goods are properly packed, marked and labelled; and that it has complied with all laws and regulations relating to the export, import, transit, carriage, safety and security of the Goods, including sanctions and export-control laws of Switzerland, the European Union, the United Kingdom, the United States and any country of origin, transit or destination.
5.3 The Customer shall indemnify the Company against all claims, liabilities, losses, costs and expenses (including legal costs and fines) arising from any breach of the warranties in this clause, from any act or omission of the Customer or any person for whom it is responsible, or from the nature of the Goods, and against any claim made against the Company by a third party in respect of the Goods in excess of the Company's liability under these Conditions.
6. Dangerous goods and special cargo
6.1 The Customer shall not tender Dangerous Goods without the Company's prior written acceptance and without full written disclosure of their nature, classification, UN number, packing group and handling requirements, together with all documentation required by applicable regulations. Dangerous Goods accepted are subject to any additional conditions the Company may specify.
6.2 Dangerous Goods tendered without such acceptance, or which in the Company's or any carrier's reasonable opinion become a danger, may be destroyed, disposed of or rendered harmless at any time without compensation and at the Customer's expense.
6.3 Radioactive material (Class 7), live animals, perishables requiring temperature control, bullion, cash, securities, precious metals and stones, and works of art are accepted only under a specific written agreement for each shipment.
7. Insurance
7.1 The Company does not insure the Goods and no insurance is effected except upon express written instruction from the Customer and written confirmation from the Company. Where the Company procures insurance it acts solely as agent of the Customer, on the terms of the insurer's policy, and does not act as an insurer; the Company's liability in relation to such insurance is limited to the exercise of reasonable care in placing it.
7.2 The Customer is advised to maintain its own cargo insurance for the full value of the Goods, since the Company's liability under these Conditions and under its bills of lading is limited.
8. Performance, routing and sub-contracting
8.1 The Company may perform the Services by any route, means, carrier or sub-contractor it selects, and may deviate from any route, method or timetable, without notice, where it considers this reasonable in the circumstances.
8.2 Dates and times quoted for departure, arrival or delivery are estimates only. The Company gives no undertaking as to time unless expressly agreed in writing as a guaranteed transit time for additional consideration.
8.3 If performance is prevented, hindered or delayed by any circumstance beyond the Company's reasonable control (including war, sanctions, strikes, port congestion, weather, epidemic, act or restraint of any authority, or failure of a third party), the Company may suspend performance, store, return or dispose of the Goods, or take any other reasonable step, at the Customer's risk and expense, and shall be entitled to its charges and additional costs.
9. Liability
9.1 The Company shall be liable only for loss or damage proved to have been caused by its own negligence or wilful default, or that of its employees, and only to the extent set out in this clause. The Company is not liable for the acts or omissions of third parties engaged as agent for the Customer under clause 3.3.
9.2 Where the Company acts as principal and no bill of lading and no compulsory law applies, its liability for physical loss of or damage to the Goods shall not exceed 2 SDR per kilogramme of gross weight of the Goods lost or damaged, or the value of the Goods, whichever is the lower.
9.3 Where the Company acts as agent, its liability for loss of or damage to the Goods, for any error or omission, or for any other breach, shall not exceed 2 SDR per kilogramme of gross weight of the Goods concerned, and in any event shall not exceed [75,000 SDR] per transaction or event.
9.4 The Company shall not be liable for delay, loss of market, or any indirect, consequential or economic loss, loss of profit, loss of business or loss of use, however arising, unless it has expressly accepted a declaration of interest in timely delivery in writing, in which case its liability for delay shall not exceed the charges for the Service concerned.
9.5 The Company shall not be liable for loss or damage arising from customs, port, sanctions or other governmental action; from the inherent nature of the Goods; from insufficient packing or marking; from the Customer's instructions or failure to instruct; or from any circumstance beyond its reasonable control.
9.6 The Company shall not be liable for any error in customs declarations or classifications made on the basis of information supplied by the Customer, nor for duties, taxes or penalties resulting from it.
9.7 The limits in this clause shall not apply where the loss or damage is proved to have resulted from an act or omission of the Company itself done with intent to cause it, or recklessly and with knowledge that it would probably result.
9.8 Higher limits of liability may be agreed in writing for a specific transaction against payment of an additional charge and, where the Company so requires, the Customer's procurement of cargo insurance for the Company's benefit.
10. Notice of claim and time bar
10.1 The Company shall be discharged from all liability unless (a) notice of any claim is given in writing within fourteen (14) days of the date on which the Customer became or should have become aware of the event giving rise to it, and (b) proceedings are commenced within nine (9) months of the same date, unless a compulsorily applicable law or convention provides a longer period.
11. Lien and right of retention
11.1 The Company has a general lien and right of retention over all Goods and documents in its possession or control, for all sums due at any time from the Customer, whether in respect of the Goods concerned or otherwise. If any sum remains unpaid twenty-eight (28) days after written notice, the Company may sell the Goods by public auction or private treaty and apply the proceeds towards the sums due and the costs of sale, the Customer remaining liable for any shortfall.
12. Storage and uncollected goods
12.1 Goods held by the Company or its sub-contractors before, during or after the Services are held at the Customer's risk. If Goods are not collected or cannot be delivered, the Company may store them at the Customer's expense and, after thirty (30) days' written notice, sell or dispose of them and apply the proceeds as in clause 11.
13. Compliance, sanctions and data
13.1 The Company will not perform any Service which would expose it, its sub-contractors, insurers or bankers to any sanction, penalty or restriction under the laws referred to in clause 5.2, and may suspend, refuse or terminate any Service, and take any step it considers necessary in respect of the Goods, where it reasonably believes such exposure exists, at the Customer's risk and expense.
13.2 The Customer shall provide on request all information and documents reasonably required by the Company for counterparty due diligence, sanctions screening and regulatory compliance, and consents to their processing and, where required, disclosure to authorities, carriers and insurers.
13.3 Personal data is processed in accordance with the Swiss Federal Act on Data Protection and, where applicable, the GDPR, as described in the Company's Privacy Policy.
14. General
14.1 Any employee, agent or sub-contractor of the Company shall have the benefit of every exclusion and limitation of liability in these Conditions as if made for its benefit.
14.2 No variation or waiver of these Conditions is binding unless in writing signed by a director or authorised officer of the Company. If any provision is held invalid the remainder shall continue in effect.
14.3 These Conditions are issued in English. Any translation is for convenience only and the English text prevails.
15. Law and jurisdiction
15.1 These Conditions and every contract to which they apply are governed by the substantive law of Switzerland, to the exclusion of its conflict of laws rules and of the United Nations Convention on Contracts for the International Sale of Goods.
15.2 The ordinary courts of the Canton of Zug, Switzerland, have exclusive jurisdiction over any dispute arising out of or in connection with these Conditions or the Services, subject to appeal to the Swiss Federal Supreme Court. The Company may, at its option, bring proceedings against the Customer before any other competent court.
Part B Conditions of Carriage: Multimodal Transport Bill of Lading / Waybill
Terms printed on the reverse of every ZORBERG AG Multimodal Transport Bill of Lading and Waybill (trades other than to or from the United States).
1. Definitions
(a) "Carrier" means ZORBERG AG, a company incorporated in Switzerland with its registered office in Rotkreuz, Canton of Zug, on whose behalf this Bill of Lading has been issued.
(b) "Bill of Lading" means this document, whether issued as a negotiable bill of lading or as a non-negotiable waybill, and whether issued in paper or electronic form, and includes the terms and conditions on both sides hereof.
(c) "Merchant" includes the Shipper, the Consignee, the receiver of the Goods, the holder of this Bill of Lading, any person owning or entitled to the possession of the Goods or of this Bill of Lading, and any person acting on behalf of any of them. All persons falling within this definition shall be jointly and severally liable to the Carrier for the performance of the Merchant's obligations hereunder.
(d) "Goods" means the whole or any part of the cargo received from the Merchant and described on the face hereof, and includes any packing, packaging and any container, flat, pallet, trailer or other article of transport not supplied by or on behalf of the Carrier.
(e) "Carriage" means the whole or any part of the operations and services undertaken by the Carrier in respect of the Goods under this Bill of Lading, from the time of receipt of the Goods at the Place of Receipt (or, if none is named, at the Port of Loading) until delivery at the Place of Delivery (or, if none is named, at the Port of Discharge).
(f) "Sub-Contractor" includes owners, charterers and operators of vessels (other than the Carrier), stevedores, terminal, warehouse and depot operators, road, rail and inland waterway carriers, agents, and any direct or indirect sub-contractor of any of them, together with their respective servants and agents.
(g) "Hague-Visby Rules" means the International Convention for the Unification of Certain Rules of Law relating to Bills of Lading signed at Brussels on 25 August 1924 as amended by the Protocols of 23 February 1968 and 21 December 1979.
(h) "SDR" means the Special Drawing Right as defined by the International Monetary Fund, converted into the currency of payment at the rate prevailing on the date of judgment, award or agreed settlement.
(i) "Vessel" means the vessel named on the face hereof and any substitute vessel, feeder vessel, barge or other means of carriage by water used in whole or in part in the performance of the Carriage.
(j) "Freight" includes freight and all charges, costs and expenses whatsoever payable to the Carrier in accordance with the applicable tariff, quotation or booking and this Bill of Lading.
2. Carrier's capacity and contracting parties
2.1 This Bill of Lading evidences a contract of carriage between the Merchant and the Carrier as principal. The Carrier undertakes to perform or to procure the performance of the entire Carriage from the Place of Receipt or Port of Loading to the Port of Discharge or Place of Delivery, as the case may be, and, subject to these Terms and Conditions, accepts responsibility for the Goods for the whole of that period.
2.2 The Carrier does not own or operate the Vessel and may perform the whole or any part of the Carriage through Sub-Contractors. The identity of any Sub-Contractor, and the terms on which the Carrier has engaged it, are matters between the Carrier and that Sub-Contractor and are not required to be disclosed to the Merchant. Nothing in this Bill of Lading shall create any contractual relationship between the Merchant and any Sub-Contractor.
2.3 Services rendered by the Carrier which are not carriage of the Goods under this Bill of Lading (including, without limitation, customs brokerage, storage prior to receipt or after delivery, procurement of insurance, and consultancy) are governed by the Carrier's Standard Trading Conditions as published at www.zorberg.com from time to time, which are incorporated herein by reference. In the event of conflict in respect of the Carriage, this Bill of Lading prevails.
3. Sub-contracting and Himalaya protection
3.1 The Carrier shall be entitled to sub-contract on any terms whatsoever the whole or any part of the Carriage and any handling, storage or other services undertaken in relation to the Goods.
3.2 The Merchant undertakes that no claim or allegation shall be made against any Sub-Contractor, or any servant or agent of the Carrier or of a Sub-Contractor, which imposes or attempts to impose upon any of them any liability whatsoever in connection with the Goods or the Carriage, whether or not arising out of negligence, and if any such claim or allegation is nevertheless made, the Merchant shall indemnify the Carrier against all consequences thereof.
3.3 Without prejudice to clause 3.2, every Sub-Contractor, servant and agent shall have the benefit of every right, defence, exemption, limitation and immunity available to the Carrier hereunder or under any applicable law as if expressly made for its benefit, and in entering into this contract the Carrier does so not only on its own behalf but also as agent and trustee for all such persons, each of whom shall to this extent be deemed to be a party to this contract.
3.4 The defences and limits of liability provided for in this Bill of Lading shall apply in any action against the Carrier or any person referred to in clause 3.3, whether the action be founded in contract, tort, bailment or otherwise.
4. Period of responsibility and basis of liability
4.1 The Carrier shall be responsible for the Goods from the time it has taken them into its charge at the Place of Receipt or Port of Loading until the time of delivery in accordance with clause 19.
4.2 Subject to the defences and limits set out in these Terms and Conditions, the Carrier shall be liable for loss of or damage to the Goods occurring between the time of taking the Goods into its charge and the time of delivery, if the occurrence which caused the loss or damage took place while the Goods were in its charge, unless the Carrier proves that no fault or neglect of its own, its servants, agents or Sub-Contractors caused or contributed to the loss or damage.
4.3 The Carrier shall not be liable for delay in delivery, loss of market, or any indirect or consequential loss of any kind, unless the Merchant has made a declaration of interest in timely delivery which has been accepted by the Carrier in writing before shipment. Where delay in delivery is established under such an accepted declaration, the Carrier's liability shall not exceed an amount equal to the Freight for the Goods delayed.
4.4 Where the Goods have not been delivered within ninety (90) consecutive days following the date on which they should have been delivered, the Merchant may treat them as lost.
5. Network liability: applicable regime by stage
5.1 Where it can be proved during which stage of the Carriage the loss or damage occurred, the liability of the Carrier shall be determined:
(a) in respect of carriage by sea or inland waterway, by the Hague-Visby Rules, which shall apply to the whole of such carriage as if compulsorily applicable, including carriage of deck cargo and live animals and the period before loading and after discharge while the Goods are in the custody of the Carrier or its Sub-Contractors at the port; where the law of the port of loading or discharge compulsorily applies the Hague Rules 1924 or other legislation in place of the Hague-Visby Rules, that legislation shall apply instead;
(b) in respect of carriage by road, rail or air, by the international convention (including the CMR, the COTIF-CIM Uniform Rules or the Montreal Convention, as the case may be) or the mandatory national law which would have applied to that stage if the Merchant had made a separate and direct contract with the Carrier for that stage and had received as evidence of it the document customarily issued for that mode;
(c) in respect of storage or handling not forming part of a stage governed by (a) or (b), by the mandatory law of the place where the storage or handling occurred, and in the absence of such law by clause 8.2.
5.2 Where it cannot be proved during which stage of the Carriage the loss or damage occurred, the Carrier's liability shall be determined in accordance with clauses 6 and 8.2.
5.3 Nothing in this clause shall deprive the Carrier of any right, defence, exemption or limitation which it would have had under a regime referred to in clause 5.1 had that regime applied.
6. Exclusions from liability
6.1 In addition to the defences available under any regime referred to in clause 5, the Carrier shall not be liable for loss or damage arising or resulting from: (a) act or omission of the Merchant or of any person (other than the Carrier) acting on its behalf or from whom the Carrier took the Goods in charge; (b) insufficiency or defective condition of packing, marking or numbering; (c) handling, loading, stowage or unloading of the Goods by or on behalf of the Merchant; (d) inherent vice or nature of the Goods, including ordinary loss in weight or volume, and wastage in bulk; (e) strikes, lock-outs, stoppages or restraints of labour from whatever cause, whether partial or general; (f) act of God, act of war, act of public enemies, piracy, riots, civil commotion, terrorism, or arrest, restraint or seizure under legal process or by any government or authority; (g) nuclear incident or radioactive contamination; (h) any cause or event which the Carrier could not avoid and the consequences of which it could not prevent by the exercise of reasonable diligence.
6.2 Where the Carrier proves that, in the circumstances of the case, the loss or damage could be attributed to one or more of the causes listed in clause 6.1, it shall be presumed that it was so caused, subject to the Merchant's right to prove that the loss or damage was not, in fact, caused wholly or partly by such cause.
6.3 The Carrier shall not be responsible for any loss of or damage to the Goods arising from fire unless caused by the actual fault or privity of the Carrier, nor for any loss or damage arising from the unseaworthiness of the Vessel unless caused by want of due diligence on the part of the Carrier to make the Vessel seaworthy, the burden of proving want of due diligence being on the person alleging it.
7. Description of goods, packing and Merchant's warranties
7.1 The particulars of the Goods stated on the face hereof are furnished by the Merchant. The Carrier has no reasonable means of checking, and does not accept responsibility for, the weight, contents, measure, quantity, quality, condition, marks, numbers or value of the Goods, and the words "said to contain", "shipper's load, stow and count" or words of similar effect shall apply whether or not printed on the face.
7.2 The Merchant warrants that the description and particulars are accurate and complete, that the Goods are lawfully tendered, properly and sufficiently packed, marked and labelled for the Carriage, and that the Merchant has complied with all applicable laws and regulations of customs, port, sanctions, export control and other authorities in all countries concerned.
7.3 The Merchant shall indemnify the Carrier against all loss, damage, fines, expenses and liabilities of whatever nature arising from any inaccuracy in, or omission from, the particulars furnished, from any breach of the warranties in clause 7.2, or from any act or omission of the Merchant or of any person for whom the Merchant is responsible.
7.4 Where the Goods are received in a container, trailer or other article of transport packed by or on behalf of the Merchant, this Bill of Lading is a receipt only for the number of such articles of transport, and the Carrier shall not be liable for loss or damage caused by the manner of packing or securing of the contents, by the unsuitability of the contents for carriage in that article of transport, or by the condition of an article of transport not supplied by the Carrier.
8. Limitation of liability
8.1 Where the Carrier is liable under a regime referred to in clause 5.1, its liability shall be limited to the amount provided by that regime; for the sea stage under the Hague-Visby Rules this is 666.67 SDR per package or unit or 2 SDR per kilogramme of gross weight of the Goods lost or damaged, whichever is the higher.
8.2 In all other cases, including where the stage of the Carriage during which the loss or damage occurred cannot be proved, the Carrier's liability shall not exceed 2 SDR per kilogramme of gross weight of the Goods lost or damaged; provided that where, according to the contract of carriage, the Carriage does not include carriage by sea or inland waterway, the limit shall be 8.33 SDR per kilogramme.
8.3 Compensation shall be calculated by reference to the value of the Goods at the place and time they are delivered or should have been delivered, such value being fixed according to the commodity exchange price or, if there is no such price, the current market price or, if there is neither, the normal value of goods of the same kind and quality. In no event shall the Carrier be liable for more than the loss or damage actually sustained.
8.4 Where a container, pallet or similar article of transport is used to consolidate goods, the packages or units enumerated on the face of this Bill of Lading as packed in such article shall be deemed packages or units for the purpose of limitation; where no such enumeration is made, the article of transport itself shall be deemed the package or unit. For Goods carried in bulk, the freight unit stated on the face shall be the unit.
8.5 The limits in clauses 8.1 and 8.2 shall not apply if the Merchant, with the prior written consent of the Carrier, has declared a higher value for the Goods on the face hereof before shipment and paid the additional Freight agreed for such declaration; in that case the declared value shall be the limit. Any such declaration is subject to the Carrier's right to decline it.
8.6 The aggregate liability of the Carrier in respect of any one shipment under this Bill of Lading shall in no event exceed the limits in this clause or the value of the Goods, whichever is the lower, and the Carrier shall not be liable for any indirect, consequential or economic loss, loss of profit, loss of market or loss of use, however arising.
8.7 The Carrier shall not be entitled to the benefit of the limitation of liability provided for in this clause if it is proved that the loss or damage resulted from a personal act or omission of the Carrier done with intent to cause such loss or damage, or recklessly and with knowledge that such loss or damage would probably result.
9. Notice of claim and time bar
9.1 Unless notice of loss of or damage to the Goods and the general nature of it is given in writing to the Carrier or its agent at the Place of Delivery before or at the time of delivery, or, where the loss or damage is not apparent, within three (3) consecutive days after delivery, such delivery shall be prima facie evidence of the delivery by the Carrier of the Goods as described in this Bill of Lading.
9.2 The Carrier shall be discharged of all liability whatsoever in respect of the Goods unless suit is brought within nine (9) months after the delivery of the Goods, or the date when the Goods should have been delivered, or the date when under clause 4.4 the Merchant is entitled to treat the Goods as lost; provided that where a regime referred to in clause 5.1 applies compulsorily and prescribes a longer period, that longer period shall apply.
9.3 Suit shall not be deemed brought unless proceedings have been commenced before the competent court or tribunal designated in clause 24 and jurisdiction has been obtained over the Carrier.
10. Dangerous goods
10.1 The Merchant shall not tender for Carriage any Goods which are or may become of a dangerous, flammable, explosive, corrosive, toxic, radioactive or otherwise hazardous nature, or which are liable to cause damage to any property or person, without the Carrier's prior express consent in writing and without the Goods and their packaging being distinctly marked and labelled, and the Merchant having furnished all documentation and information (including the IMDG class, UN number, packing group, emergency response information and any safety data sheets) required by applicable law and by the Carrier.
10.2 Goods tendered in breach of clause 10.1, and Goods which, although tendered in compliance with it, in the reasonable opinion of the Carrier or of the master of the Vessel become a danger to the Vessel, other cargo, persons or property, may at any time and place be landed, destroyed, disposed of or rendered harmless by the Carrier or its Sub-Contractors without compensation to the Merchant and without prejudice to the Carrier's right to Freight.
10.3 The Merchant shall indemnify the Carrier against all loss, damage, fines, delay, costs and expenses of whatever nature arising from the tender or carriage of such Goods, whether or not the Merchant was aware of their nature.
11. Liberties: methods and routes of carriage
11.1 The Carrier may at any time and without notice to the Merchant: (a) use any means of transport or storage whatsoever; (b) load, carry and discharge the Goods by any Vessel or conveyance, and transfer them from one to another, including transhipment and forwarding by any route; (c) proceed by any route in its discretion, whether or not the nearest, most direct, customary or advertised route, and call or omit calling at any port or place, once or more often, in any order; (d) carry the Goods on or under deck; (e) comply with any orders, directions or recommendations given by any government or authority, or by any person acting or purporting to act with the authority of any of them, or by any person having under the terms of any insurance the right to give them.
11.2 Anything done or omitted in accordance with clause 11.1, and any delay arising therefrom, shall be deemed to be within the contractual Carriage and shall not be a deviation.
11.3 Goods stated on the face hereof to be carried on deck, and Goods carried in containers or in bulk on deck, are carried at the Merchant's risk, and the Carrier shall not be liable for loss of or damage to such Goods howsoever caused, save that Goods carried in closed containers on deck shall be treated as if carried under deck.
12. Matters affecting performance
12.1 If at any time the Carriage is or is likely to be affected by any hindrance, risk, danger, delay, difficulty or disadvantage of any kind (including, without limitation, the condition of the Goods, war, sanctions, port congestion, ice, strikes, quarantine, or any act or restraint of any authority) which cannot be avoided by the exercise of reasonable endeavours, the Carrier may, whether or not the Carriage has commenced, without notice to the Merchant: (a) carry the Goods to the contracted Port of Discharge or Place of Delivery by an alternative route or means; or (b) suspend the Carriage and store the Goods ashore or afloat at any place; or (c) discharge the Goods at any port or place which the Carrier considers safe and convenient, whereupon delivery shall be deemed to have been made and the Carrier's responsibility shall cease.
12.2 In any such event the Carrier shall be entitled to full Freight for the Goods received for Carriage together with any additional Freight, costs and expenses arising, and the Merchant shall pay the same on demand. The Carrier shall have a lien on the Goods for all such sums.
13. Inspection of goods
13.1 The Carrier or any authority may open any container, package or article of transport at any time to inspect the Goods, and the Merchant shall be liable for the costs of such inspection and of any resulting delay, storage, repacking or other measures, except where the inspection reveals no breach by the Merchant of these Terms and Conditions and was not required by any authority.
14. Charter party, bulk and break-bulk shipments
14.1 Where the Goods are carried on a Vessel chartered by the Carrier, or on a Vessel on which the Carrier has booked space, the terms of the charter party or booking are not incorporated in this Bill of Lading and confer no rights on the Merchant; the Carrier alone is entitled to any rights against the owner or operator of the Vessel.
14.2 Where the face hereof states that the Goods are shipped on "FIO", "FIOS", "FIOST", "liner out" or similar terms, the Merchant shall at its own risk and expense perform, or procure the performance of, the loading, stowage, trimming, lashing, securing and/or discharge of the Goods so allocated, and the Carrier shall not be liable for any loss or damage arising from such operations, whether or not carried out under the supervision of the master.
14.3 Any laytime, demurrage, detention or despatch arising at the Port of Loading or Port of Discharge shall be for the account of the Merchant to the extent stated on the face hereof or in the booking confirmation, and the Merchant shall pay any demurrage or detention so incurred within fourteen (14) days of the Carrier's invoice, failing which the Carrier may exercise its lien under clause 17.
14.4 For Goods shipped in bulk, the quantity stated on the face hereof is as declared by the Merchant and is not admitted by the Carrier. Shore-scale, draft-survey or other figures obtained by the Merchant shall not be binding on the Carrier. The Carrier shall not be liable for any shortage which does not exceed 0.5% of the bill of lading quantity, nor for any shortage attributable to ordinary loss in weight, moisture, dust, sweepings or the residue remaining in the Vessel's holds after discharge in the customary manner.
14.5 Where the Goods are received alongside the Vessel or delivered from the Vessel's tackle, the Carrier's responsibility shall begin and end at the ship's rail, and the Merchant shall provide, at its own risk and expense, all necessary lighters, trucks and labour to take delivery as fast as the Vessel can discharge.
15. Freight and charges
15.1 Freight shall be deemed fully earned on receipt of the Goods by the Carrier and shall be paid in full, without set-off, counterclaim or deduction, whether or not the Goods, the Vessel or any conveyance is lost, and shall not be returnable in any event.
15.2 Freight has been calculated on the basis of the particulars furnished by the Merchant. If those particulars are incorrect, the Merchant shall pay the correct Freight and all expenses incurred by the Carrier in establishing it, together with an amount equal to the difference as liquidated damages.
15.3 The Merchant shall be liable for all Freight, demurrage, detention, storage, duties, taxes, fines and other charges and expenses incurred in connection with the Goods, whether the Bill of Lading is marked "freight prepaid" or "freight collect", and all persons falling within the definition of Merchant shall be jointly and severally so liable.
15.4 Interest at eight per cent (8%) per annum shall accrue on all sums not paid when due.
16. Delivery, non-collection and uncollected goods
16.1 The Merchant shall take delivery of the Goods at the Place of Delivery or, if none is named, at the Port of Discharge, within the time provided for in the Carrier's tariff or in the customs, port or terminal regulations applicable, and in any case as soon as the Goods are made available.
16.2 If the Merchant fails to take delivery in accordance with clause 16.1, or the Goods are refused, unclaimed or cannot be delivered for any reason attributable to the Merchant, the Carrier may, without notice, unpack the Goods from any container, store them ashore or afloat at the sole risk and expense of the Merchant, and such storage shall constitute delivery and shall terminate the Carrier's responsibility. If the Goods remain uncollected for thirty (30) days after they were made available, the Carrier may sell or otherwise dispose of them and apply the proceeds in reduction of the sums due to it, without prejudice to its claim for any balance.
16.3 Where the Carrier arranges on-carriage by road or rail from the Port of Discharge to a Place of Delivery, the Merchant shall ensure that the Place of Delivery is accessible, that the receiver is present and equipped to unload, and shall be liable for waiting time, failed delivery and re-delivery charges arising from any failure to do so.
17. Lien
17.1 The Carrier shall have a lien on the Goods and on any documents relating thereto for all sums whatsoever due at any time to the Carrier from the Merchant under this Bill of Lading or under any other contract, including general average contributions and the costs of recovering such sums, and may enforce the lien by public auction or private sale, without notice to the Merchant, and the Merchant shall remain liable for any shortfall.
18. General average, salvage and collision
18.1 General average shall be adjusted at any port or place at the Carrier's option and settled according to the York-Antwerp Rules 2016 or any subsequent revision, and the Merchant shall furnish such security as the Carrier may require. The Merchant shall indemnify the Carrier in respect of any claim of a general average or salvage nature made against the Carrier by the owner or operator of the Vessel.
18.2 The "New Jason Clause" and the "Both-to-Blame Collision Clause" as approved by BIMCO are incorporated herein and apply as if set out in full.
19. Delivery and surrender of documents
19.1 Negotiable Bill of Lading. Where this Bill of Lading is issued as a negotiable bill of lading, the Carrier shall deliver the Goods only against surrender of one original, duly endorsed, whereupon the remaining originals shall be void. Delivery to the person surrendering such original shall be a good discharge of the Carrier's obligations, and the Carrier shall have no liability for delivery so made to a person not entitled to the Goods.
19.2 Non-negotiable Waybill. Where this document is issued as a non-negotiable waybill, it is not a document of title. The Carrier shall deliver the Goods to the Consignee named on the face hereof, or to its authorised agent, upon reasonable proof of identity and without surrender of this document. The Shipper may, until the Consignee has claimed delivery, nominate a different consignee by written instruction to the Carrier, subject to payment of any resulting costs. Delivery to the named or nominated Consignee shall be a good discharge, and the Carrier shall have no liability for so delivering.
19.3 Electronic form. Where this Bill of Lading is issued through an electronic system approved by the Carrier, the rules of that system as to transfer, surrender and delivery shall apply, and the Merchant agrees that the electronic record has the same effect as a paper original.
20. Merchant's cargo insurance
20.1 The Carrier does not insure the Goods. Where the Merchant maintains insurance on the Goods, the Merchant shall procure that its insurers are informed of and bound by these Terms and Conditions, and shall not, and shall procure that its insurers do not, pursue the Carrier for any amount in excess of the Carrier's liability as limited hereby.
21. Sanctions and compliance
21.1 The Merchant warrants that neither it, nor the Goods, nor any person having an interest in the Goods or in this Bill of Lading, nor any port or place of loading, discharge or delivery, is the subject of or otherwise affected by any sanction, prohibition or restriction imposed by the United Nations, the European Union, Switzerland, the United Kingdom or the United States of America, or by the law of any place where the Carriage is performed.
21.2 If, in the reasonable judgment of the Carrier, the performance of the Carriage or any part of it would expose the Carrier, the Vessel, its owners, insurers or any Sub-Contractor to any sanction, penalty or restriction, the Carrier may refuse to receive, load or carry the Goods, may discharge them at any place, and may take any other action it considers appropriate, all at the risk and expense of the Merchant, and such action shall constitute due delivery.
22. Notices
22.1 Notices to the Carrier shall be given in writing to ZORBERG AG at its registered office, or by e-mail to [claims@zorberg.com], and shall be effective on receipt.
23. Variation, waiver and severability
23.1 No servant or agent of the Carrier (including any agent signing this Bill of Lading on the Carrier's behalf) has authority to waive or vary any of these Terms and Conditions unless such waiver or variation is in writing and is specifically authorised or ratified in writing by a director or authorised officer of the Carrier.
23.2 If any provision hereof is held to be invalid or unenforceable under any law compulsorily applicable, such provision shall be ineffective only to the extent of such invalidity, and the remaining provisions shall continue in full force. Nothing herein shall deprive the Carrier of any right, defence or limitation available to it under any law compulsorily applicable.
24. Law and jurisdiction
24.1 This Bill of Lading and any claim or dispute arising out of or in connection with it or with the Carriage, whether in contract, tort or otherwise, shall be governed by the substantive law of Switzerland, excluding its conflict of laws rules, and subject always to any law which applies compulsorily under clause 5.
24.2 Any such dispute shall be subject to the exclusive jurisdiction of the ordinary courts of the Canton of Zug, Switzerland, with the right of appeal to the Swiss Federal Supreme Court. The Carrier alone may, at its option, bring proceedings against the Merchant in any other court of competent jurisdiction.
24.3 Where, notwithstanding clause 24.2, proceedings are brought against the Carrier in another jurisdiction under a law which compulsorily permits this, nothing in this Bill of Lading shall be construed as a waiver of the Carrier's right to rely on any defence, exemption or limitation available under this Bill of Lading or under the law of that jurisdiction.
Part C Conditions of Carriage: House Air Waybill
Terms printed on the reverse of every House Air Waybill issued by ZORBERG AG. Based on the Montreal Convention 1999.
1. Definitions
(a) "Carrier" means ZORBERG AG, Rotkreuz, Switzerland, issuing this House Air Waybill as contracting carrier. "Actual Carrier" means the airline or other person performing the whole or part of the carriage by air.
(b) "Convention" means the Convention for the Unification of Certain Rules for International Carriage by Air, Montreal, 28 May 1999, or, where it does not apply, the Warsaw Convention 1929 as amended, whichever governs the carriage.
(c) "Shipper" and "Consignee" mean the persons so named on the face hereof; "Merchant" includes both and any person owning or entitled to the Goods.
(d) "SDR" means the Special Drawing Right of the International Monetary Fund.
2. Carrier's capacity
2.1 The Carrier undertakes the carriage of the Goods as contracting carrier within the meaning of Chapter V of the Convention and may perform it wholly or partly through Actual Carriers and other sub-contractors of its choice, whose identity and terms of engagement need not be disclosed to the Merchant.
2.2 The Master Air Waybill issued by the Actual Carrier is a contract between the Actual Carrier and the Carrier only and confers no rights on the Merchant.
3. Applicable law and liability regime
3.1 The carriage is subject to the rules relating to liability established by the Convention, which apply to the whole of the carriage including any surface carriage performed in the course of loading, delivery or transhipment and, unless the contrary is proved, any surface carriage substituted by the Carrier for carriage by air.
3.2 Where the Convention does not apply, its rules relating to liability shall nevertheless apply as terms of this contract.
4. Limitation of liability
4.1 The Carrier's liability for destruction, loss, damage or delay of the Goods is limited to 22 SDR per kilogramme of gross weight of the Goods concerned, or such other amount as is in force under Article 22(3) of the Convention (as revised under Article 24) at the date of carriage.
4.2 The limit shall not apply where the Shipper has made a special declaration of interest in delivery at destination on the face hereof and paid the supplementary charge agreed by the Carrier; in that case the declared sum shall be the limit unless the Carrier proves that it exceeds the Shipper's actual interest.
4.3 In the case of partial loss or damage, the weight to be taken into account is the weight of the package or packages concerned only, unless the loss or damage affects the value of other packages covered by the same air waybill.
4.4 The Carrier shall in no case be liable for indirect or consequential loss, loss of market or loss of profit.
5. Exclusions
5.1 The Carrier is not liable to the extent that it proves that the destruction, loss or damage resulted from: (a) inherent defect, quality or vice of the Goods; (b) defective packing performed by a person other than the Carrier or its sub-contractors; (c) an act of war or armed conflict; (d) an act of public authority carried out in connection with the entry, exit or transit of the Goods.
5.2 The Carrier is not liable for delay if it proves that it and its sub-contractors took all measures that could reasonably be required to avoid the damage or that it was impossible to take such measures.
5.3 The Carrier is wholly or partly exonerated to the extent that the damage was caused or contributed to by the negligence or other wrongful act or omission of the person claiming compensation or the person from whom that person derives its rights.
6. Shipper's obligations
6.1 The Shipper is responsible for the correctness of the particulars and statements relating to the Goods inserted by it or on its behalf, and shall indemnify the Carrier against all damage suffered by reason of their irregularity, incorrectness or incompleteness.
6.2 The Shipper shall furnish all information and documents necessary to meet customs, security, sanctions and other formalities before the Goods are delivered to the Consignee, and is liable to the Carrier for any damage occasioned by their absence, insufficiency or irregularity.
6.3 The Shipper warrants that the Goods are properly packed and labelled for carriage by air, are not prohibited by applicable law, and that any dangerous goods have been declared in writing and are packed, marked, labelled and documented in accordance with the IATA Dangerous Goods Regulations and the ICAO Technical Instructions. Undeclared dangerous goods may be removed, destroyed or rendered harmless at any time without compensation and at the Shipper's expense.
7. Routing, schedules and substitution
7.1 The Carrier undertakes to carry the Goods with reasonable dispatch. Times shown in schedules or elsewhere are not guaranteed and form no part of this contract. The Carrier may without notice substitute Actual Carriers or aircraft, deviate from the route, and carry the Goods wholly or partly by surface transport where it considers this necessary.
8. Delivery
8.1 Delivery will be made to the Consignee named on the face hereof, or to its authorised agent, at the airport of destination or the place named for delivery, on payment of any charges due and on compliance with delivery formalities. This House Air Waybill is not negotiable and is not a document of title.
8.2 The Shipper may, before delivery to the Consignee and subject to payment of any resulting costs, withdraw the Goods, stop them in transit or require delivery to another consignee, provided that the Carrier is not thereby prejudiced and that the Shipper reimburses all expenses.
8.3 If the Consignee refuses or fails to take delivery, or cannot be found, the Carrier may store the Goods at the Merchant's risk and expense and, after thirty (30) days' written notice, sell or dispose of them and apply the proceeds against the sums due.
9. Notice of claim and time bar
9.1 Receipt by the Consignee without complaint is prima facie evidence that the Goods were delivered in good condition and in accordance with this document. In the case of damage, written complaint must be made to the Carrier forthwith after discovery and at the latest within fourteen (14) days from receipt; in the case of delay, within twenty-one (21) days from the date on which the Goods were placed at the Consignee's disposal; in the case of non-delivery, within one hundred and twenty (120) days from the date of issue of this document. Failing such complaint no action shall lie against the Carrier save in the case of fraud on its part.
9.2 The right to damages is extinguished if an action is not brought within two (2) years from the date of arrival at destination, or the date on which the aircraft ought to have arrived, or the date on which the carriage stopped.
10. Charges and lien
10.1 Charges are payable in full without set-off, whether prepaid or collect, and are deemed earned on acceptance of the Goods. The Carrier has a lien on the Goods and related documents for all sums due from the Merchant under this or any other contract and may enforce it by sale after reasonable notice.
11. Servants, agents and sub-contractors
11.1 Any servant, agent or sub-contractor of the Carrier (including any Actual Carrier) shall be entitled to all defences and limits of liability available to the Carrier under this document and the Convention, and the aggregate recoverable from the Carrier and all such persons shall not exceed those limits.
12. Law and jurisdiction
12.1 Subject to the Convention, this contract is governed by the substantive law of Switzerland. Without prejudice to the claimant's rights under Article 33 of the Convention, any action against the Carrier not governed by that Article shall be brought before the ordinary courts of the Canton of Zug, Switzerland.
12.2 Services which are not carriage by air under this document are governed by the Carrier's Standard Trading Conditions.
Part D Website Terms of Use and Legal Notice
Govern the use of zorberg.com only.
1. Operator of this website
1.1 This website is operated by ZORBERG AG, a company incorporated under the laws of Switzerland with its registered office in Rotkreuz, Canton of Zug, Switzerland (UID CHE-308.891.132). Contact: Grundstrasse 12 CH-6343 Rotkreuz , Switzerland, info@zorberg.com.
2. Information only
2.1 The content of this website is provided for general information about the Company and its services. It does not constitute legal, tax, financial, regulatory, sanctions, customs or export-control advice, and no reliance should be placed on it for any specific transaction.
2.2 Use of this website, the submission of an enquiry or a request for quotation does not create any contractual relationship. Services are provided only under a written quotation, booking confirmation or contract, subject to the Standard Trading Conditions and, where applicable, the Conditions of Carriage published on this page.
3. Availability of services and compliance
3.1 The availability of any service depends on applicable laws and regulations, including sanctions, export controls, customs and transport regulations of Switzerland and of every country of origin, transit and destination. The Company screens counterparties and cargo and may decline any enquiry or business without giving reasons.
4. No warranty; limitation of liability for website content
4.1 Information is provided "as is" and "as available". The Company makes no warranty as to its accuracy, completeness or fitness for any purpose and, to the extent permitted by Swiss law, excludes all liability for loss arising from use of or reliance on this website.
5. Third-party content and links
5.1 Links to third-party websites are provided for convenience only. The Company has no control over and accepts no responsibility for their content, availability or security.
6. Intellectual property
6.1 All content of this website, including the Conditions published on this page, is the property of the Company or its licensors and protected by copyright. The Conditions may be downloaded and printed for the purpose of contracting with the Company; any other reproduction requires the Company's written consent.
7. Data protection
7.1 Personal data is processed in accordance with the Swiss Federal Act on Data Protection and, where applicable, the GDPR, as described in the Privacy Policy. Cookies are used as described there.
8. Governing law and jurisdiction
8.1 These website terms are governed by Swiss substantive law. The courts of the Canton of Zug have exclusive jurisdiction.