CANNABILOG – TERMS AND CONDITIONS OF SERVICES
By requesting or accepting any type of services and/or information from Cannabilog, the Customer agrees to the following terms and conditions of service
(“Terms and Conditions”).
1. Definitions and Rules of Construction.
“Cannabilog” means Cannabilog Ltd. And/or Cannabilog South Africa and/or its subsidiaries, affiliates and subcontractors. Cannabilog provides Supply Chain and Logistics management services to its customers.
“Customer” means any legal entity and/or Person for whom, for whose benefit, or at whose request, Cannabilog directly or indirectly renders services, including all of the Person’s agents, contractors, and/or other representatives, including shippers, importers, exporters, notify parties, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, holders and assignees of Transport Documents, Storage Documents or other commercial documents, and other similar parties. Customer shall give copies of these Terms and Conditions to all such Persons.
“Governmental Unit” means any applicable governmental authority, nation, state, province, district, county, municipality, public corporation, or any court, tribunal, department, subdivision, agency or instrumentality of any of the foregoing.
“Laws” means each present and future law, statute, code, rule, regulation, ordinance, rule of law, principle of law, order, decree, judgment, guidance, or the equivalent enacted, ratified, adopted, promulgated, or issued by an applicable Governmental Unit, and all international and/or UN conventions ratified by and relevant country/state or otherwise mandatorily applicable under any applicable and/or relevant laws.
Terms such as “liability”, “obligation”, and “responsibility” include every duty to pay money, deliver value, provide services, perform an act, or refrain from performing an act.
“Person” includes an individual, trust, estate, partnership, association,business or nonprofit organization, Governmental Unit, or other legal entity.
“Storage Document” means a warehouse receipt, storage agreement, or other document evidencing the receipt of goods for storage, distribution or other handling.
The term “third party” includes each of the following, by whomever chosen or compensated: carrier, truckman, driver, loader, forwarder, ocean transportation intermediary, ocean freight forwarder, non-vessel operating carrier, customs broker, agent, warehouseman, and each other Person to whom goods are entrusted for transportation, carriage, cartage, drayage, handling, delivery, storage, distribution, clearance, entry, or other service or activity.
“Transport Document” means a bill of lading, waybill, forwarder’s cargo receipt, contract of carriage, CMR, or other document issued by Cannabilog and/or the relevant carrier evidencing the receipt of goods for carriage.
Terms such as “includes” and “including” are not limiting. All references to documents include documents in paper or electronic form. The captions are for convenience only and are not part of these Terms and Conditions. These Terms and Conditions shall be construed without regard to any presumption or rule requiring that they be construed against the Person causing all or part of them to be drafted. If these Terms and Conditions conflict with the terms of a Transport Document or Storage Document issued by Cannabilog, the Transport Document or Storage Document controls. If any part of these Terms and Conditions is held invalid or unenforceable in a jurisdiction by a final, non-appealable judgment, the judgment does not affect the validity or enforceability of any other part of these Terms and Conditions in that jurisdiction or of any part of these Terms and Conditions in another jurisdiction.
2. Cannabilog’s Role.
Cannabilog acts as the agent of Customer in all cases.
3. Choosing Routes or Agents.
Unless Cannabilog otherwise agrees, Cannabilog has complete freedom in choosing the means, routes, and procedures to be followed in handling, transporting, loading, unloading, storing, clearing, entering, delivering, distributing, or otherwise dealing with the goods, and in choosing the third parties to perform these services.All such third parties shall be considered as the agents of Customer. Advice by Cannabilog to Customer that a particular Person has been selected to render services shall not be construed to mean that such Person will render such services.
4. Quotations.
(a) Quotations by Cannabilog are for informational purposes only and are subject to unforeseen changes. No quotation binds Cannabilog unless Cannabilog agrees to handle or transport the goods at specific rates and payment terms.
Unless otherwise stated, the price shall be based on the conditions
set forth in writing for the specific assignment /service. If these conditions have not been satisfied, Cannabilog shall be entitled to modify the quote of the
assignment /service. In the event that Cannabilog’s costs for the assignment/service or a part of it should increase as a result of conditions beyond the control of Cannabilog, and which Cannabilog could not reasonably have foreseen, Cannabilog shall be entitled to adjust the price so as to compensate itself for such a cost increase. Such cost increases may result from events such as currency fluctuation, new or changed national/local levies, Surcharges, changes in fuel prices, change of scheduals, extra hours, delays, strikes, cancellations of flights, closoures and related events.
(b) Cannabilog will make arrangements to book the transport according to the agreed termas and cost.
(i) If the booked amount of the goods does not accord with the actual on-hand/tendered amount, Cannabilog reserves the right to compensation for the additional costs or lost of freight income.
(ii) Cancellation of a transport assignment (no show) shall be considered as a booking deviation and may result in cancellation fees, unless Cannabilog approves the cancellation.
5. Customer’s Duties.
(a) Customer must do the following:
(1) provide and disclose all documents and information required to handle, transport, load, unload, store, clear, enter, deliver, distribute, and otherwise deal with goods (including commercial invoices in proper form and number, other documents necessary or useful in the preparation of the customs entry, and such further information to enable Cannabilog to perform services, including the dutiable value, weights, measures, number of pieces, packages, cartons, pallets or containers, condition of the goods, classification, country of origin, genuineness of the goods and any mark or symbol associated with them, Customer’s right to export, import and/or distribute the goods, and the admissibility of the goods, pursuant to Law, all in the languages of and as may be required by the Laws of the country of origin or of destination);
(2) immediately advise Cannabilog of any errors, discrepancies, incorrect statements, or omissions in any document or other information;
(3) review all documents, declarations, security filings, and other submissions prepared or filed with any Governmental Unit or any other Person; and
(4) maintain all records required under any local/national/international laws or any other applicable Law.
(5) present and provide to Cannabilog all required permits, licenses, authorisations and any other document required by any authority for his specific products/commodities – allowing him to own, operate, import. export, store, handle, trade, buy, sell and transport these products/comodities.
Unless otherwise agreed,Cannabilog shall only keep such records that applicable Law requires Cannabilog itself to maintain, but shall not act as a “record-keeper” or “third-party recordkeeper” for Customer.
Cannabilog has no liability for any action taken or fines or penalties assessed by any Governmental Unit because Customer fails to comply with any Law.
(b) Cannabilog has no liability for increased duty, penalty, fine or expense,unless caused by the negligence or other fault of Cannabilog, in which case its liability is governed by the provisions of paragraphs 7 and 8 below.
(c) Customer represents, warrants and covenants the accuracy, sufficiency, and completeness of all documents and information furnished to Cannabilog by or for Customer. Cannabilog has no duty to inquire into the accuracy, sufficiency, or completeness of any documents or information and in no instance shall be charged with information that Customer fails to give in writing. Cannabilog may rely on all documents and information furnished to Cannabilog.
(d) Customer represents, warrants and covenants that it is and will remain in compliance with all applicable Laws, including but not limited to anti-corruption laws, Anti- Boycott law Sanctions programs and such. The information that the Customer provides to Cannabilog in connection with Customer’s compliance with all applicable Laws is true and complete. Customer shall also comply with all applicable Laws of any country or other jurisdiction to, from, through, over or in which any goods may be carried, including all applicable Laws relating to the marking, packing, carriage, storage, clearance or delivery of the goods. Customer represents, warrants and covenants that the export jurisdiction and classification of all goods is correct and that it shall immediately notify Cannabilog in writing of any changes to such information. Customer further represents, warrants and covenants that all goods are properly secured, marked, addressed, and packaged to withstand air transport, ground transport, ocean transport and other means of carriage including interim storage, loading, unloading and handling.
Cannabilog is not liable to Customer for loss, damage, expense or delay due to the Customer’s failure to comply with these Terms and Conditions. Customer shall indemnify and hold Cannabilog harmless against any and all claims, losses, or damages arising from the conduct of Customer or any of its officers, directors, employees, agents, owners or other Persons working for or with Customer under these Terms and Conditions that constitutes a violation of the Customer’s obligations, representations, warranties and covenants contained herein.
(e) Unless otherwise agreed, Customer shall pay all duties, VAT and other Customs and other authorities charges.
(f) Unless otherwise agreed, Cannabilog has no obligation to take any pre- or post-Customs release action, including obtaining binding rulings, advising of liquidations, filing of petitions and/or protests, etc.
(g) Where Cannabilog prepares and/or issues a Transport Document or Storage Document, Cannabilog has no obligation to specify thereon the number of pieces, packages and/or cartons, etc., or the condition of the goods.
6. Insurance.
Customer is obliged and responsible to fully insure each one of his shipments against all risks from door to door regardless the Incoterms. Unless Cannabilog otherwise agrees, Cannabilog has no obligation to procure insurance. If Cannabilog agrees to procure insurance, Cannabilog has the right to select the insurance companies and underwriters. The insured shall have recourse against the insurer only and not against Cannabilog. Customer is responsible for all insurance premiums and for Cannabilog’ charges to arrange for insurance
.
7. Limitation of Liability for Loss, Damage, Expense or Delay.
(a) Cannabilog has no obligations other than those set forth in these Terms and Conditions or in any Transport Document or Storage Document issued by Cannabilog. Except as specifically set forth in these Terms and Conditions, Cannabilog makes no express or implied warranties in connection with its services.
(b) In the absence of proven gross negligence or direct proven fault by Cannabilog while the goods are in transit, Cannabilog has no liability whatsoever for any loss, damage, expense or delay.
(c) Subject to the further limitations of liability in subparagraphs (d) and (e), Cannabilog’ liability for any loss, damage, expense or delay resulting from the proven gross negligence or fault of Cannabilog is limited as follows:
(1) if the claim arises from Cannabilog’ Customs brokerage services, the lesser of fifty dollars (US) ($50) per entry or the amount of brokerage fees paid to Cannabilog for the entry;
(2) if the claim relates to transportation services, the monetary limits on Cannabilog’ liability will be the lesser of fifty dollars (US) ($50) per shipment or the cost of the trnasportaion.
(3) if clauses (1) and (2) do not apply, the lesser of fifty dollars (US) ($50) per shipment or the commercial invoice value of the shipment. However, the applicable amount of any partial loss, damage, expense or delay shall be adjusted pro rata.
(d) Customer acknowledges that Cannabilog and third parties to whom goods are entrusted limit their liability for loss, damage, expense, or delay.
(e) AS A FURTHER LIMITATION ON CANNABILOG’ LIABILITY, CUSTOMER AGREES THAT THE MAXIMUM AGGREGATE OF CANNABILOG’ LIABILITY TO CUSTOMER FOR ANY CHARGES, CLAIMS, DAMAGES, LIABILITIES, JUDGMENTS, COSTS, EXPENSES, PAYMENTS OR LOSSES OF ANY KIND DURING ANY CALENDAR YEAR THAT ARE NOT ALREADY LIMITED BY OTHER PROVISIONS OF THIS PARAGRAPH WHETHER OR NOT THE SAME ARISE OUT OF OR RELATE TO SERVICES PERFORMED BY CANNABILOG, SHALL BE NO MORE THAN THE LESSER OF THE FOLLOWING:
(i) TEN THOUSAND DOLLARS (US) ($10,000);
(ii) ACTUAL, DIRECT DAMAGES; OR
(iii) THE AGGREGATE SERVICE CHARGES PAID BY CUSTOMER TO CANNABILOG DURING THE SAME PERIOD.
(f) AS A FURTHER LIMITATION ON CANNABILOG’ LIABILITY, CUSTOMER AGREES THAT CANNABILOG SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, INCOME OR OPPORTUNITY, EVEN IF CANNABILOG IS ON NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES OR FOR THE ACTS OR OMISSIONS OF ANY OTHER PERSON AND HOWEVER ARISING, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, Gross NEGLIGENCE, WILLFUL OR INTENTIONAL ACTS OR OMISSIONS.
(g) THE LIMITATIONS AND EXCLUSIONS IN THIS PARAGRAPH 7 APPLY EVEN IF THEY CAUSE ANY REMEDY OTHERWISE AVAILABLE TO FAIL OF ITS ESSENTIAL PURPOSE AND WITHOUT REGARD TO CANNABILOG’ PERFORMANCE OF FAILURE OR DELAY OF PERFORMANCE.
(h) Goods may be entrusted to third parties subject to all conditions as to limitations of liability for loss, damage, expense or delay and to all rules, regulations,requirements and conditions appearing in Transport Documents, Storage Documents, receipts, tariffs, or other documents issued by such Persons. Cannabilog has no additional liability for any loss, damage, expense, or delay caused by the acts or omissions of third parties.
8. Limitation of Actions.
(a) With respect to any act or omission by Cannabilog, Customer must present to Cannabilog at Cannabilog office:
(1) a preliminary notice of claim within seven (7) days after the loss or incident giving rise to the claim and
(2) a formal written sworn proof of claim within twenty (20) days from the date of loss or incident giving rise to the claim.
Failure to satisfy these requirements is a complete defense to any suit or action by Customer, to the extent applicable Law does not mandatorily provide otherwise.
(b) As an additional requirement, any suit to recover on a claim against Cannabilog must be commenced within three (3) months after the date of delivery or release of the goods, the date when the goods should have been delivered or released, or the date when any other loss, damage, expense, or delay first arose.
9. Payment and Credit Terms.
(a) Customer is obliged to pay Cannabilog’s Invoice charges in full.
(b) Cannabilog’ standard payment terms require receipt of cash payment before performance of services.
(c) Cannabilog may in its sole discretion extend credit to Customer. The amount and terms of credit are subject to Cannabilog’ periodic review. Cannabilog may in its sole discretion increase, decrease, suspend or revoke credit at any time for any reason and without advance notice. Except to the extent Cannabilog otherwise agrees, Cannabilog has no obligation to make or incur any expense, guarantee or advance for any purpose.
10. Indemnification.
Customer shall indemnify Cannabilog and hold Cannabilog harmless from and against all charges, claims, damages, liabilities, judgments, costs, expenses, payments or losses of any kind (including for purchase price, freight, storage, demurrage, detention, duties, taxes, fines, penalties, incidental, indirect, consequential or exemplary damages, and Cannabilog’ litigation expenses and reasonable expenses, including attorneys’ fees) arising from or related to any one or more of the following: (
a) any breach of any representation, warranty, covenant, agreement, undertaking, consent, or waiver by Customer;
(b) any failure of Customer to pay or perform when due its obligations to Cannabilog or to any other Person (including any Governmental Unit, carrier, vendor, holder or assignee of any Transport Document, Storage Document, or other commercial document);
(c) Customer’s violation of any Law or failure to disclose, correct, or complete any entry, export, security or other data or documents;
(d) any other claim by any such other Person, in each case, even if not due to any negligence or other fault of Customer. If any action, claim, suit or proceeding is brought against Cannabilog, Cannabilog shall give notice in writing to the Customer by mail to the address on file with Cannabilog. At Customer’s expense Cannabilog may employ attorneys and other professionals of its own choice in connection with any indemnified matter. Customer’s indemnity obligation in this paragraph shall not apply to the extent a court of competent jurisdiction enters a final, non-appealable judgment, specifically finding that the charge, claim, damage, liability, judgment, cost, expense, payment or loss was directly and proximately caused by Cannabilog’ gross negligence or willful misconduct.
11. Perishable Goods.
Perishable goods or live animals for which Customer gives no instructions for disposition may be sold or otherwise disposed of without any notice to the Customer, owner, or consignee. If for any reason a shipment is refused or remains unclaimed at any place or is returned, the Customer must still pay Cannabilog for all charges and expenses in connection with the goods. Nothing obligates Cannabilog to forward, enter or clear the goods or arrange for their disposal.
12. General Lien on any Property.
Cannabilog has a general lien on any and all property (and documents relating
thereto) now or hereafter in Cannabilog’ possession, custody or control or en route as security for all existing and future indebtedness and obligations of Customer to Cannabilog. This lien is in addition to any other rights and remedies Cannabilog may have under other agreements or applicable Law, and shall survive delivery or release of any property. Cannabilog has the right to withhold delivery or release of any property if Customer is in breach of any indebtedness or obligation to Cannabilog, even if not related to such property. If any such indebtedness or obligation is unsatisfied, Cannabilog may, in addition to all other rights and remedies under other agreements and/or applicable Law, exercise all of the rights and remedies of a secured party under the Uniform Commercial Code. Any notice required to be given of a sale or other disposition made at least ten (10) days before a proposed action constitutes fair and reasonable notice. Any surplus from the sale or other disposition, after deduction for all sums owed to Cannabilog, shall be transmitted to Customer, and Customer shall be liable for any deficiency.
13. Compensation of Cannabilog.
The compensation of Cannabilog for its services and advances shall be included with and is in addition to the rates and charges of all third parties to handle,
transport, load, unload, store, clear, enter, deliver, distribute or otherwise deal with the goods, and shall be exclusive of any brokerage, commissions, dividends or other revenue received by Cannabilog from insurers or other Persons. Customer shall pay all costs, expenses and fees (including reasonable attorneys’ fees) incurred by Cannabilog in connection with:
(a) the enforcement of payment or performance of any indebtedness or obligation of Customer (including by any action or participation in, or in connection with, a bankruptcy or insolvency proceeding, wherever pending) or
(b) any dispute between Cannabilog and Customer or any other Person. All
amounts owed to Cannabilog must be paid in the lawful currency specified in
Cannabilog’ invoices in immediately available funds, without abatement,
counterclaim, set-off, recoupment, and free and clear of, and without any deduction or withholding for, any taxes, duties, confiscation, detention, or other matters. If any amount is not paid when due, it shall accrue interest until paid at one and one-half percent (1.5%) per month (19.72% per annum).
14. Intellectual Property.
Cannabilog’ intellectual property provided, demonstrated or used in
connection with any services, including databases, software, web pages, programs, processes and procedures, reports, manuals, presentations, patents, trademarks, copyrights, trade secrets, service marks, know-how and any other similar rights or intangible assets recognized under applicable Law (all of the foregoing, including source codes and similar information, “Intellectual Property”), was developed and maintained at great expense, is of great value to Cannabilog, is confidential and proprietary, and shall remain the sole and exclusive property of Cannabilog at all times. Without Cannabilog’ prior written consent, Customer shall neither directly nor indirectly attempt to or actually disclose, use, re-create, duplicate, decode, alter, change, disassemble, decompile, or reverse engineer any Intellectual Property. Customer acknowledges and agrees that a violation of any of the foregoing shall cause irreparable harm to Cannabilog.
15. Data Privacy.
Customer represents, warrants and covenants that it complies with all applicable privacy and data protection Laws with respect to information (“Customer
Data”) about contacts or clients of Customer or about other Persons that Customer provides to Cannabilog to enable Cannabilog to perform services. With respect to Customer Data, Customer acts as a “data controller” or similar term under applicable Law. Customer further represents, warrants and covenants that it has obtained the proper consent from all data subjects to the disclosure and transfer of Customer Data to Cannabilog. In providing services to Customer, Cannabilog may be required to share Customer Data with Governmental Units and may process Customer Data and thus act as a “data processor” or similar term under applicable Law with respect to such data and will process Customer Data in accordance with lawful instructions from Customer. Cannabilog may use Customer Data as part of its Customer account opening, general administration process (e.g., in order to carry out compliance, financial checks, invoicing, or debt recovery), and otherwise in performing services. The information may be transferred to or accessible from Cannabilog’ offices around the world.
16. Force Majeure.
Cannabilog is not liable for loss, damage, expense, delay, or nonperformance
resulting in whole or in part from circumstances beyond the control of annabilog,
including:
(i) acts of God, including flood, earthquake, storm, hurricane, power
failure or other natural disaster;
(ii) war, hijacking, robbery, theft or terrorist activities;
(iii) incidents or deteriorations to means of transportation;
(iv) embargoes;
(v) civil commotions or riots;
(vi) defects, nature or inherent vice of the goods;
(vii) acts, breaches of contract, or omissions by Customer or any other Person who may have an interest in the goods;
(viii) acts by any Governmental Unit, including denial or cancellation of any import, export or other necessary license; or
(ix) strikes, lockouts, slowdowns or other labor conflicts.
17. Governing Law; Consent to Jurisdiction and Venue.
These Terms and Conditions shall be construed according to the Laws of the
State of Israel, without regard to conflict of law principles. Customer irrevocably consents to non-exclusive jurisdiction and venue for all proceedings related to disputes involving Customer and Cannabilog in the courts sitting in Tel Aviv. Customer irrevocably consents to the commencement and transfer of all proceedings to such courts. Customer also irrevocably consents to the commencement and to the transfer of venue in any action to any other venue in which Cannabilog is party to an action brought by itself or another Person. Customer waives all defenses based on inconvenience of forum in
all actions commenced in or transferred to the venues agreed to above.
18. Miscellaneous.
Notwithstanding any course of dealing, course of conduct, course of performance, or usage of trade,
(a) whenever reference is made to the Cannabilog’s agreement, acceptance, approval or consent, even if not specifically so stated such agreement, acceptance, approval or consent is not effective unless in writing and signed by a duly authorized officer of Cannabilog,
(b) neither failure nor delay by Cannabilog to exercise any right, remedy, power, or privilege operates as a waiver,
(c) no single or partial exercise of any right, remedy, power, or privilege by
Cannabilog precludes any other or further exercise thereof or the exercise of that or any other right, remedy, power, or privilege,
(d) no amendment, modification, rescission, waiver or release of all or part of these Terms and Conditions, any Transport Document, or any Storage Document is effective without the Cannabilog’ specific prior written approval. Cannabilog may from time to time change these Terms and Conditions. The applicable Terms and Conditions can be found on Cannabilog’ website, www.Cannabilog.com, are effective fifteen (15) days after such publication, and may differ from the pre-printed terms. In the event of a conflict between these Terms and Conditions and the updated version on Cannabilog’ website in effect on the date that Cannabilog commences services, the updated version controls.
Valid as of: June 26th, 2024
