Japan International Freight Forwarders Association Inc.
Freight Forwarders Standard Trading Conditions (2020)

Prologue
These Conditions are laid down to formalize the business relationship between the Company andits Customers.

Chapter I ‐ General Provisions
1. Definitions
The following definitions shall apply to these Conditions, unless the context otherwise requires:(a) “Company” means a member of the Japan International Freight Forwarders Association Inc.,
which provides the Service as freight forwarder under these Conditions.
(b) “Customer” means any Person at whose request or on whose behalf the Company provides any
Service under these Conditions.
(c) “Customerʼs Instructions” means any statement of the Customerʼs requests, whether verbal orwritten, with regard to the Service.
(d) “Goods” includes the cargo and any Transport Unit supplied by any Person other than theCompany, for which the Company provides any Service.
(e) “In writing” includes telegram, telex, telefax, or any recording by electronic means.
(f) “Owner” means the owner of the Goods and any other Person who is interested in them.
(g) “Person” includes individuals, groups, companies, bodies corporate or any other legal entities.
(h) “Service” means any activities whatsoever undertaken by the Company for the Customer underthese Conditions, including the provision of advice and information.
(i) “Subcontractor” includes direct and indirect subcontractors and their respective servants, agentsand subcontractors.
(j) “Transport Document” means Ocean Bill of Lading, Multimodal Transport Bill of Lading, Seaor Air Waybill, Consignment Note or any document of similar nature, however named, evidencing
a contract of carriage of Goods.
(k) “Transport Unit” includes any packing case, pallet, container, unit load device, trailer, tank,railroad car or any other device used for the carriage of Goods by land, sea or air.

-1-2. Applicability(1) These Conditions shall apply to any Service provided by the Company as freight forwarder,whether gratuitous or otherwise, for and in connection with international carriage of the Goods.
(2) Notwithstanding the preceding paragraph (1), when a Transport Document is issued in respectof the Goods in the name of the Company as carrier, the provisions of the Transport Document shall,
apart from these Conditions, apply to the carriage of the Goods.
(3) If any legislation is compulsorily applicable to any Service undertaken by the Company for theCustomer, these Conditions shall as regards such Service be read as subject to such legislation andnothing in these Conditions shall be construed as a surrender by the Company of any of its rights orimmunities or as an increase of any of its responsibilities or liabilities under such legislation, and if
any part of these Conditions be repugnant to such legislation to any extent, such part shall as regards
such Service be void to that extent and no further.
(4) Any variation, cancellation or waiver of these Conditions must be specifically authorized orratified in writing by the Company. No Person other than the Company shall have any authority
whatsoever to agree to any variation, cancellation or waiver of these Conditions.
(5) The headings of Chapters and Clauses herein are inserted for convenienceʼ sake only and shallnot affect the construction of these Conditions.

3. Deviation from Customerʼs Instructions(1) The Company will take reasonable steps to perform the Service in accordance with theCustomerʼs Instructions under these Conditions but, if at any time the Company, at its sole
discretion, considers that there is good reason to depart from any of the Customerʼs Instructions,the Company shall be free to do so without giving prior notice to the Customer and without
assuming any additional liability as a result thereof.
(2) The Company may at any time comply with any orders or recommendations given by anycompetent authority. The responsibility of the Company in respect of the Goods shall cease on thedelivery or other disposal of the Goods in compliance with the orders or recommendations and theCustomer shall be liable for payment of any freight, charges or expenses arising out of such deliveryor disposal.

-2-4. Contingencies
If at any time the performance of the Service is or is likely to be affected by any hindrance, danger
or disturbance of whatsoever kind which cannot be avoided by exercise of reasonable endeavors, theCompany may, without any notice to the Customer, treat the Service as terminated and put theGoods at the Customerʼs disposal at any place which the Company may deem safe and convenient,whereupon the responsibility of the Company in respect of the Goods shall cease.
In this case, the Customer shall be liable for payment of any freight, charges or expenses arising outof such treatment.

5. Customerʼs Failure to Take Delivery of the Goods(1) If the Customer or Owner fails to take delivery of the Goods at the time and place when andwhere the Company is entitled to call upon such Person to take delivery thereof, the Company shallbe entitled to store the Goods, at the sole risk of the Customer, and the Companyʼs liability for theGoods shall wholly cease upon the commencement of such storage.
After the Goods have been stored for 30 days, the Company may dispose of the Goods, at theexpense of the Customer, by sale or otherwise at the Companyʼs sole discretion.
The cost of the storage shall be borne by the Customer and, if paid by the Company or any of its
agents or Subcontractors, shall forthwith, upon demand, be reimbursed by the Customer to theCompany.
(2) Notwithstanding the preceding paragraph (1), when the Goods, in the sole opinion of theCompany, are likely to deteriorate, decay, become worthless, incur charges in excess of their value,cause damage to any property or injury to any person or contravene any applicable laws orregulations, the Company may dispose of such Goods immediately by sale or otherwise without priornotice to the Customer.
(3) The proceeds of sale, after deduction of the cost of sale and any sums whatsoever due by theCustomer to the Company for the Service or any previous service, shall be held by the Company tothe credit of the Customer.
If, on sale of the Goods, the proceeds fail to cover the amount due and cost incurred, the Company
shall be entitled to recover the deficit from the Customer.

-3-6. Lien
The Company shall have a lien on the Goods and any documents relating thereto for all sums payable
to the Company in respect of the Service or any previous service and for the cost of recovering thesesums. To this effect, the Company shall have the right to sell the Goods and documents by public
auction or otherwise, at the Customerʼs expense and without any notice to the Customer.
If, on sale of the Goods and documents, the proceeds fail to cover the amount due and cost incurred,
the Company shall be entitled to recover the deficit from the Customer.

7. Quotations
The Companyʼs quotations shall be given to the Customer on the basis of immediate acceptanceand subject to withdrawal or revision. Unless otherwise agreed in writing, the Company shall be,even after the Customerʼs acceptance of the quotations, at liberty to withdraw or revise them withor without notice in the event of changes beyond the Companyʼs control, occurring in currency
exchange rates, rates of freight, insurance premiums or any charges applicable to the Goods.

8. Declarations
Except in accordance with the Customerʼs Instructions in writing previously received and acceptedby the Company, the Company shall not be obliged to make any declaration of the characteristics,
nature or value of the Goods for the purpose of complying with any statute, convention, contract orother requirement.

-4-Chapter Ⅱ ‐ The Companyʼs Roles
9. The Companyʼs Role as Agent(1) The Company acts as agent for the Customer where the Company procures a TransportDocument evidencing a contract of carriage between any Person, other than the Company, and theCustomer.
(2) Unless otherwise agreed between the Company and the Customer, the Company shall be
expressly authorized by the Customer to enter into contract as agent for the Customer with regardto:(a) carriage of the Goods by any route or means or Person,(b) carriage, storage, packing, transshipment, loading, unloading or handling of the Goods by any
Person or at any place,(c) carriage or storage of the Goods with other goods of whatever nature,(d) carriage of the Goods in or on a Transport Unit, and(e) any act which may in the sole opinion of the Company be reasonably necessary in theperformance of the Service.
(3) The Company acts as agent for the Customer and never as principal when providing Services inrespect of or relating to customs requirements, taxes, licenses, consular documents, certificates oforigin, inspection certificates and any other similar matters.

10. The Companyʼs Role as Principal(1) The Company shall act as principal where the Company undertakes any carriage, storage,packing, transshipment, loading, unloading or handling of the Goods but only to the extent that it
is performed by the Company or any servant or agent of the Company and the Goods are in thecustody or under the control of the Company.
(2) The Company also acts as principal where a Transport Document is issued in respect of theGoods in the name of the Company as carrier, in which case the provisions of the TransportDocument shall, apart from these Conditions, apply to the carriage of the Goods.

-5-11. Agreement of PriceAny agreement of a price, inclusive or otherwise, for the Service is not of itself an indication ordetermination of whether the Company provides the Service as principal or as agent for theCustomer.

Chapter Ⅲ‐The Customerʼs Obligations
12. Authorization
In agreeing to these Conditions, the Customer warrants that it is, or has the authorization of, theOwner of the Goods.

13. Details of the Goods
The Customer warrants that the description and particulars of the Goods are complete and accurate
and also contain all data necessary for the Company including but not limited to the nature, grossweight, measurement, and VGM（Verified Gross Mass as required in SOLAS CHAPTER VI Part ARegulation 2）to accomplish the Service safely, effectively and promptly and in accordance with any
applicable laws or regulations, including but not limited to customs regulations, import and export
restrictions, trade sanctions, health and safety, environmental protection and transport regulations.

14. Preparation of the Goods
The Customer warrants that the Goods are properly and sufficiently prepared, packed, labeled,marked and/or numbered for the Service.

15. Customer-loaded Transport Unit
If the Goods are tendered to the Company in or on a Transport Unit, the Customer warrants that:(a) the Goods are suitable for carriage in or on the Transport Unit,(b) the Transport Unit is in a suitable condition to carry the Goods loaded therein or thereon, and(c) the Goods have been properly loaded and secured in or on the Transport Unit
-6-16. Special Goods
The Customer warrants that, unless the Customer gives prior written notice to and obtains writtenagreement from the Company, the Customer will not tender for the Service any Goods which are:(a) classified as hazardous or obnoxious goods by the International Maritime Dangerous Goods
Code (IMDG Code) of the International Maritime Organization or any other law or regulation
applicable in Japan or any other country where the Services are provided by the Company either as
principal or agent including without limitation the Japanese Fire Service Act.
(b) of a dangerous nature, being likely to damage, taint or otherwise affect any other goods or to bea risk to property, life or health;(c) likely to harbour or encourage vermin or other pests;(d) items of a valuable nature, including but not limited to bullion, coins, precious stones, jewelry,works of art and antiques;(e) perishable;(f) in need of temperature control; or(g) of a short shelf-life.

17. Breach of Warranty
If the Customer breaches any of the warranties described in these Conditions, the Customer shallindemnify the Company and any servant, agent and Subcontractor of the Company against all
liability, penalties, claims, loss, damage, costs and expenses of whatsoever nature and howsoever
arising in connection with the Customerʼs breach of any of such warranties.

-7-18. Customerʼs Responsibility for Transport Unit
(1) The Customer shall assume full responsibility for and shall indemnify the Company against anyloss of or damage to any Transport Unit or other equipment furnished or arranged by the Company
for the Customer which occurs while such Transport Unit or equipment is in the possession or under
the control of the Customer.
(2) The Company shall in no event be liable for, and the Customer shall indemnify the Companyagainst any loss of or damage to the property of any other Person or any bodily injury to or death of
any other person caused by any Transport Unit or other equipment furnished or arranged by theCompany or by the contents of the Transport Unit while such Transport Unit or equipment ishandled by or is in the possession or under the control of the Customer.

19. Result of Acting on Customerʼs Instructions
The Customer shall indemnify the Company against all liability, penalties, claims, loss, damage,
costs and expenses of whatsoever nature and howsoever arising as a result of the Company acting inaccordance with the Customerʼs Instructions.

20. Collection of Freight and Charges
Even in the case that the Company accepts the Customerʼs Instructions to collect freight, duties,
charges of any kind or other expenses from any other Person, the Customer shall remain responsible
for such freight, duties, charges or expenses and shall pay the same to the Company immediately ifthey are not paid by such other Person when due.

21. Duties and Fines
The Customer shall comply with all regulations or requirements of customs, port authorities andany other authorities, and bear all duties and taxes due, as well as all fines and expenses incurred or
suffered by reason of failure to comply therewith, and indemnify the Company against such duties,taxes, fines, and expenses.

-8-Chapter Ⅳ ‐ Liability
22. Payments(1) The Customer shall pay to the Company in cash or as otherwise agreed all sums by the due date,
without reduction or deferment on account of any claim, counterclaim or setoff.
(2) The due date of payment shall be fixed by mutual consent between the Customer and theCompany and, in the absence of such fixed due date, it shall be the 30th day after the date of theCompanyʼs invoice.
(3) In the event of any failure by the Customer to make full and punctual payment of any sum
payable to the Company in accordance with preceding paragraphs (1) and (2), any and all othersums properly earned by and/or otherwise due to the Company (but which, but for this paragraph(3), would otherwise not yet be payable by the Customer, whether by virtue of an agreed credit
period or otherwise) shall become immediately payable in full.
Any sum thereby becoming immediately payable shall be paid to the Company in cash or asotherwise agreed and without reduction or deferment on account of any claim, counterclaim orsetoff.
(4) The Company shall be entitled to add interest on the sum over due at the rate of 6% per annum
throughout the period in excess of the due date.

-9-23. Exclusions
Whether the Company acts as agent for the Customer or as principal, it shall be relieved of liability
for loss, damage or expense if same was caused by the following:(a) any act or omission of the Customer, Owner or any Person other than the Company acting on
behalf of the Customer or Owner;(b) compliance with any orders or recommendations given by any competent authority or Person;(c) inherent vice or nature of the Goods;(d) insufficient packing, marking, labeling or numbering of the Goods, unless the Company had
undertaken to carry out the packing, marking, labeling or numbering of the Goods;(e) carriage, storage, packing, transshipment, loading, unloading or handling of the Goods by theCustomer, Owner or any Person other than the Company acting on behalf of the Customer orOwner;(f) terrorism, war, riot, civil commotion, sabotage or vandalism;(g) strike, lockout, stoppage or restraint of labor;(h) fire;(i) nuclear incident;(j) act of God;(k) pandemic, epidemic or public health crisis;(l) any cause or event which the Company was unable to avoid and the consequences whereof theCompany was unable to prevent by the exercise of reasonable diligence; or(m) any act or omission of the Company the consequences whereof the Company could notreasonably have foreseen.

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24. Limitation of Liabilities(1) When the Company is liable for compensation in respect of any loss of or damage to the Goods,
such compensation shall be calculated on the basis of the value of the Goods at the place and timethey were delivered or should have been delivered to the Customer.
To this effect, the Customerʼs invoice value of the Goods plus freight, charges and insurance
premium, if paid by the Customer, is presumed to be the value of the Goods.
(2) The Company shall in no event be liable for any loss of or damage to the Goods in an amountexceeding the equivalent of 2 SDR (Special Drawing Right as defined by the International MonetaryFund) per kilogram of gross weight of the Goods lost or damaged.
(3) Except by prior written agreement, the Company shall not in any circumstances, whatsoever or
however arising, be liable for any indirect or consequential loss, including but not limited to loss ofprofits and loss of market, or any consequences of delay.
Without prejudice to the foregoing, if the Company is found liable for delay, liability shall be limited
to the charges applicable to the Service.
(4) In the case of all other claims, the amount of compensation shall be limited to the lesser of thefollowing:(a) the value of the Goods, the subject of the Service, or(b) a sum at the rate of 2 SDR per kilogram of the gross weight of the Goods, the subject of theService.
(5) Upon the Customerʼs prior written request, the Company may accept liability in excess of thelimits prescribed in the preceding paragraphs, provided the Customer pays the Companyʼsadditional charges for such increased liability. The Customer can obtain details of such additionalcharges from the Company.

25. Defenses
The defenses, exclusions and limits of liability provided for herein shall apply in any claim or action
against the Company for loss, damage or expense whether the claim or action is founded in contract,in tort or otherwise.

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26. Liability of Servants, Agents and Subcontractors(1) If any claim or action for loss, damage or expense is brought against any servants, agents or
Subcontractors of the Company, such servants, agents or Subcontractors shall be entitled to avail
themselves of the defenses, exclusions and limits of liability which the Company is entitled to invoke
hereunder, and in entering into any agreement for the Service the Company does so not only on its
own behalf but also as agent and trustee for such servants, agents or Subcontractors.
The aggregate of the amounts recoverable from the Company and such servants, agents orSubcontractors shall in no case exceed the limits provided herein.
(2) The Customer shall indemnify the Company against any claim or action which may be madeupon the Company by such servants, agents or Subcontractors in relation to the claim or action
made against them by the Customer.

27. Notice of Claim and Time Bar
The Company shall be relieved of all liability unless notice of any claim is received in writing by theCompany or its agent within 14 days after the date specified as below, or within a reasonable timeafter such date if the Customer proves that it was impossible to so notify, and a suit is brought before
the Tokyo District Court in Japan by the Customer and written notice thereof is received by theCompany within 9 months after the date specified also as below:(a) in the case of damage to the Goods, the date of delivery of the Goods,(b) in the case of loss or delay of the Goods, the date when the Goods should have been delivered,and(c) in any other case, the date of the event giving rise to the claim.

28. Governing Law and Jurisdiction
These Conditions shall be governed by and construed in accordance with Japanese law, unlessotherwise specified herein, and any action against the Company shall be brought before the Tokyo
District Court in Japan.

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Chapter Ⅴ ‐ Miscellaneous Provisions
29. Insurance
No insurance will be effected by the Company, except upon express instructions given in writing by
the Customer.
All insurances effected are subject to the usual exceptions and conditions of policies of the insurancecompanies or underwriters taking the risk.
Unless otherwise agreed in writing, the Company shall not be under any obligation to effect aseparate insurance on each consignment, but may declare it on any open or general policy held bythe Company.

30. Service to Other Personʼs Goods
The Company may provide the Service to the Goods in conjunction with services to the goods ofother Persons, unless otherwise specifically agreed upon in writing prior to commencement of theService.

31. Remunerations
The Company shall be entitled to retain and be paid all brokerages, commissions or otherremunerations as is customary in the trade.

- 13 -32. No Organized Crime Group(1) The Customer represents and warrants that none of the Customer, its directors, officers or any
Person who has control of the Customer is, and will be a member of a designated organized crimegroup as defined in Article 2 of Japanese Act on Prevention of Unjust Acts by Organized CrimeGroup Member.
(2) If the Company, in its sole discretion, wishes to investigate to determine whether theCustomer may be in breach of the representation and warranty in preceding paragraph (1), theCustomer shall cooperate with any investigation as requested by the Company.
(3) If the Customer breaches any paragraph of this Article 32, the Company may terminate
immediately the contract covering Service being provided or to be provided in a future upon
written notice of the Company to the Customer without incurring any liability for any loss ordamage the Customer may incur.

33. Language
These conditions are executed in the English language. Translations shall have no effect on theinterpretation.

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