GENERAL TERMS AND CONDITIONS FOR SERVICES PROVIDED BY CRYOPDP AS OF MAY 2021 AND THEREAFTER, UNTIL FURTHER AMENDED
The Customer (“Customer”) identified on the accompanying document, Order or WayBill (W.B.) hereby agrees that the following General Terms and Conditions (hereafter “Terms and Conditions”) shall apply to all orders that will be placed with CRYOPDP and to all the services provided by CRYOPDP. In addition, the Customer agrees that the Terms and Conditions shall apply to all future orders/services until any Terms and Conditions are amended, in which case such amended Terms and Conditions shall apply to future orders/services, as applicable. Any order placed with CRYOPDP by the Customer shall be referred to herein as the “Order(s).” All terms used but not identified herein shall have the respective meanings outlined in the Orders.
1. GENERAL
1.1 CRYO International S.A.S. and its subsidiaries (“subsidiary” means any corporation or other business entity controlled directly or indirectly by CRYO International S.A.S.), including, but not limited to, CRYO Express S.A.S., CRYO Express Gmbh, CRYO Express Pty Ltd., Cryo Express Sp. Zoo, I.C.S. Dry-Ice Express B.V., S.P.L. Services Limited, PDP Courier Services Limited, PDP Couriers (Singapore) P.T.E. LTD., PDP Couriers Korean Co., Ltd., PDP Life Science Logistics India Private Limited, PDP Courier Services (U.S.A.) Inc., PDP Courier Services LTD., PDP Courier (MALAYSIA) SDN BHD, CRYO Express RUS, Cryopdp Global Services Unipessoal Lda, Critical Transport Solutions Australia Pty, Ltd. (hereafter “CRYOPDP”) are engaged in the business of providing specialized global transportation, logistics and related services. CRYOPDP is not a common carrier and will provide or arrange for the provision of the “Services” with each Customer only on these terms. The person collecting or delivering a shipment cannot make or vary any contract or alter these Terms and Conditions.
1.2 By giving CRYOPDP the shipment to deliver/using any of CRYOPDP’s Services, the Customer agrees to these Terms and Conditions. The Customer also agrees to these Terms and Conditions on behalf of any third party interested in the shipment/provision of services. If there is a conflict between these Terms and Conditions and any other document, these Terms and Conditions will prevail. No one is authorized to change these Terms and Conditions.
1.3 A “shipment” shall mean all items (“shipped material”) conveyed (transported) by CRYOPDP or which CRYOPDP arrange to be transported by a carrier from one collection (origin) point to one delivery address (destination point).
1.4 These Terms and Conditions are subject to any applicable legislation which cannot be excluded, but only to the minimum extent provided by that legislation. Nothing in these terms reduces CRYOPDP’s rights or increases CRYOPDP’s liability under that legislation.
1.5 With the limits referred to above, CRYOPDP ensures that all Services are performed with all due professional diligence, skill and care to standards of current practice that would reasonably be expected in the relevant industry for the same or similar services. CRYOPDP ensures that it carries out and performs Services in compliance with the following:
1.5.1 applicable G.D.P. guidelines, laws and regulations, including the Guidelines on Good Distribution Practice of medicinal products for human use (2013/C 343/01);
1.5.2 The Montreal Convention MC99 “Convention for the unification of certain rules for international carriage by air” – IATA;
1.5.3 The C.M.R. Convention “Convention on the Contract for the International Carriage of Goods by Road”;
1.5.4 The ADR agreement applicable as from January 1st, 2015 concerning the International Carriage of Dangerous Goods by Road;
1.5.5 All applicable Laws, including all applicable health and safety laws and regulations and all Applicable Laws concerning the handling and disposal of infectious or hazardous waste.
2. CONTROLLING DOCUMENT
2.1 The acceptance by CRYOPDP of any Order placed by the Customer, either for (a) shipment by the Customer of materials (“Shipped Material”) in any of CRYOPDP’s various-sized shipping containers, as more specifically described at www.cryopdp.com (each such container, together with all parts, components, instruments, and other items/accessories comprising or accompanying such containers, referred to below as a “Packaging containers”), (b) any management by CRYOPDP of similar shipping containers owned by the Customer, as may be specified in the Orders, or (c) for any service, additional to the shipment or not, as may be provided by CRYOPDP, as may be described or referenced in an Order and in a written document signed by CRYOPDP referencing these Terms and Conditions (all of the preceding, together the “Services” and individually the “Service”), is expressly conditioned on Customer’s agreement to these Terms and Conditions.
2.2 The General Terms and Conditions, together with the Order and WayBill (W.B.), constitute the entire agreement of the parties concerning the subject matter hereof and supersede all prior communications, representations, understandings, agreements and course of dealings; provided, however, that if the Customer and CRYOPDP have a written agreement that refers to these Terms and Conditions or that frames the services provided by CRYOPDP, then the Terms and Conditions together with the Order and WayBill (W.B.), augment such agreement.
2.3 Any Order (or other document or communication) that is in any way inconsistent with these Terms and Conditions shall not be binding on CRYOPDP unless expressly agreed to in writing by CRYOPDP.
3. DELIVERY AND ACCEPTANCE
3.1 The Order shall specify for each Service, as applicable, the following: (a) type of Service, (b) collection and delivery date, (c) desired time for collection and/or delivery, (d) full collection address and contact details (e) full delivery address and contact details, (f) description of the shipped material (including, e.g., weight, value of the goods) with required reference to Dangerous Goods, if applicable, (g) packing requirements, (h) required temperature, (i) required monitoring, (j) confirmation by the Customer that both Customer and final Consignee (“Consignee” means the person, firm or corporate body specified by the Customer to be the intended recipient of the shipment) have got necessary documentation and authorizations in case of a custom clearance process.
3.2 The Customer shall have the right to cancel at no charge each Order prior to shipment by providing express written notification to CRYOPDP not less than, and in any case, seventy two (72) hours before the Order’s scheduled commencement of Service. Should the Customer notify CRYOPDP of a cancellation between seventy-two (72) and forty-eight (48) hours in advance of the scheduled commencement, then the Customer shall pay to CRYOPDP fifty percent (50%) of the Total Order Price. However, a full charge shall apply upon forty-eight (48) hours prior to the scheduled commencement of Service without the Customer having provided any cancellation notification to CRYOPDP.
3.3. The right of the Customer to cancel an Order does not preclude at any time and in any case the request of CRYOPDP to be reimbursed for the costs it has already incurred with the shipment, namely, but not limited to, all costs resulting from the purchase of services or the hiring of third parties.
4. WARRANTY
4.1 The Customer warrants and represents that (i) is the owner or authorised agent of the owner of any shipment the Customer requests CRYOPDP to deliver, (ii) has full right, power and authority to agree with CRYOPDP, and the person executing that agreement on behalf of the Customer is authorized to do so; (iii) the agreement between CRYOPDP and the Customer is binding on the Customer and enforceable against the Customer in accordance with its terms. The Customer accepts these Terms and Conditions for themselves and on behalf of the owner and anyone else who now or later has an interest in the shipment.
4.2 The Customer further warrants and represents (i) that has appropriately described the goods in the shipment, (ii) that has adequately packaged and labelled the goods in the shipment to protect them and ensure their safe transportation with ordinary care and handling, if CRYOPDP is not providing the packaging service (iii) that each package is labelled correctly and in good order for transportation in accordance with the packaging rules and applicable law, rule and regulation, if CRYOPDP is not providing the packaging service, and (iv) that has provided all the necessary information to the proper filling of the front of the WayBill. Suppose the Customer omits the number of packages and/or weight per package. In that case, CRYOPDP’s billing will be based on the best estimate of the number of packages CRYOPDP received or an estimated “default” weight per package as CRYOPDP determine appropriate.
4.3 Upon Customer’s breach of any representation, warranty or covenant herein, CRYOPDP may terminate the Service without this termination, giving rise to the payment of compensation of any kind. At such time, CRYOPDP’s responsibility for the Service ceases in full, and CRYOPDP may place the Shipment at any location it selects for retrieval by the Customer at Customer’s sole expense. After that, CRYOPDP will (a) give the Customer written notice of any action taken under this clause and (b) be entitled on demand to the total Charges in respect of such Service, together with additional compensation for all costs resulting from such breach and CRYOPDP’s actions under this clause. The Customer shall remain responsible for any damage caused to CRYOPDP by the termination of the Services.
5. SUBCONTRACTING
5.1 CRYOPDP has the right to delegate or subcontract the performance of any of the Services. The Customer authorises CRYOPDP to subcontract on relevant standard conditions or any other terms CRYOPDP thinks appropriate. CRYOPDP shall be entitled to the protection of all terms hereof which exclude or limit liability.
5.2 With the limits hereinabove, CRYOPDP shall be entitled to perform any of its obligations under this contract by itself or by its or subcontractors, which expressions shall include, but not be limited to, its ultimate parent company and subsidiary thereof, and such sub-contractor, shall be entitled to the benefit of these conditions.
5.3 No objection will be taken to the use by CRYOPDP of the carrier services of any airline or other carrier and the CRYO,PDP shall in such case, be entitled ,to the protection of all terms hereof which exclude or limit the liability of the CRYOPDP.
6. METHOD OF TRANSPORTATION
CRYOPDP has total discretion regarding the means, route, and procedure for handling, storing, or transporting any shipment. The Customer authorises CRYOPDP to depart from Customer’s inthe structions if CRYOPDP reasonably decides that it is desirable to do so in Customer’s inthe terests. The Customer agrees that the shipment may be carried via intermediate stopping places.
7. PACKAGING CONTAINERS
7.1 Unless otherwise provided, any Packaging Containers and other equipment used by CRYOPDP in the provision of the Services or made available directly to the Customer by CRYOPDP shall remain CRYOPDP’s property and shall be returned to CRYOPDP upon performance of a shipment within the agreed time schedules.
7.2 If the Customer doesn’t comply with the obligation referred to in Article 7.1, the Customer shall pay CRYOPDP the value of all non-returned Packaging Containers and other equipment used by CRYOPDP to provide the Services.
7.3 Use of any Packaging, other equipment and Dry Ice by the Customer is under its own responsibility and subject to CRYOPDP’s instructions of use. Packaging and Dry Ice must be handled with care and must not be exposed for a prolonged time to extreme cold, the sun, or any source of heat. They must not be used for purposes other than in connection with the Services. In the event of single-use temperature loggers, CRYOPDP shall not be held liable for the loss of the data recorded during transportation after delivery of the corresponding shipment.
8. RELEVANT INFORMATION
In good time, the Customer will give CRYOPDP all information relating to the shipment that is appropriate for CRYOPDP to know (including, e.g., weight, descriptions, and values). The Customer will ensure that all information that CRYOPDP CRYOPDP receives ise Customer will, in good time, notify CRYOPDP in writing of any official or regulatory requirements affecting the shipment and will provide all necessary documentation or action. The Customer will indemnify CRYOPDP against any loss or expense arising from any inaccuracy or omission.
9. INSTRUCTIONS AND CONFIRMATIONS
It is the Customer’s responsibility to ensure that all instructions or confirmations are in writing and are accurate, complete and precise. Any ambiguity in instructions or doubt or , doubt,arising from the absence of writing shall be resolved in CRYOPDP’s favour. CRYOPDP doesn’t have to declare for any purpose as to the description or value of any shipment or any special interest in delivery unless the Customer expressly instructs CRYOPDP in writing to do so.
10. IMPORT/EXPORT TRADE COMPLIANCE CONTROL
The Customer is responsible for and warrants its compliance with all applicable laws, rules and regulations, including, but not limited to, customs laws, import and export laws, and government regulations of any country to, from, through or over which its product/shipment may be carried. The Customer warrants explicitly that they will not send any products/shipments if the Customer or any of the parties involved in the product/shipment are listed on any of the export controls or sanctions lists published and maintained by the United Nations Sanctions Committees; the European Union Council; the UK Anti-bribery Act; the U.S. Department of Treasury, Office of Foreign Assets Control; the U.S. Department of Commerce, Bureau of Industry and Security; the U.S. Department of State, Directorate of Defense Trade Controls; and any other relevant authority. The Customer agrees to furnish such documents as are necessary to comply with import and export laws, rules, and regulations. The Customer understands that civil and criminal penalties may be imposed for making incorrect, false, or fraudulent statements, or for the violation of any laws or regulations on importation or exportation. The Customer is solely responsible for determining any import or export license requirements and obtaining any export or import license or other official authorization. CRYOPDP assumes no liability to Customer or any other person for any loss or expense — including, but not limited to, fines and penalties — if the Customer fails to comply with any import or export laws, rules, or regulations.
11. DUTIES AND TAXES
11.1 The Customer is responsible for all duties, taxes, deposits or other charges made by any authority in connection with the shipment and for any payments, fines, expenses or losses CRYOPDP incurs in connection with the shipment.
11.2 To provide the Services, CRYOPDP may (a) act as Customer’s forwarding agent for customs and export control purposes and as Consignee solely for the purpose of designating a customs broker to perform customs clearance and entry and (b) redirect the shipment to the Consignee’s customs broker or other address upon request by any person who CRYOPDP believes in its reasonable opinion to be authorized.
12. COLLECT CHARGES
If CRYOPDP accepts a shipment on instructions to collect carriage charges, duty or any other money from the Consignee or anyone else, the Customer nonetheless remains responsible for payment if they are not paid by such other person immediately when due. CRYOPDP shall not be liable for any failure to collect any such payment.
13. DATA PROTECTION
13.1 In these Terms and Conditions, the terms “data subject”, “personal data”, “processing”, “processor”, “controller” , “data concerning health” or “Protected Health Information (PHI)” are as defined in the Data Protection Laws (as defined below) and “Service Data” means any personal data, data concerning health or PHI transferred to and processed by CRYOPDP on Customer’s behalf.
13.2 CRYOPDP and the Customer will process personal data in compliance with applicable local laws, enactments regulations, orders, standards and other similar instruments, which may include the Data Protection Directive 95/46/E.C. and the General Data Protection Regulation 2016/679 and any other applicable law (collectively, the “Data Protection Laws”).
13.3 The Parties agree that:
13.3.1 The Customer is the controller, or acts on behalf of the controller, and CRYOPDP is the processor in relation to Service Data. As such, the Customer will be solely responsible for determining the purpose of processing Service Data and will only require CRYOPDP to process Service Data which is necessary and accurate for the purposes of providing Services. CRYOPDP will only process Service Data in accordance with Customers written instructions and only to the extent reasonably necessary to perform the Services;
13.3.2 CRYOPDP shall not disclose Service Data to any third party except as necessary for the performance of the Services, to comply with applicable laws or with the Customer’s prior consent;
13.3.3 CRYOPDP will implement appropriate technical and organizational measures to: (A) protect Service Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure, access, or processing; and (B) restrict access to Service Data to personnel who require access to it in order for CRYOPDP to provide the Services to the Customer and will ensure that they are bound by reasonably appropriate data protection obligations and subject to a duty of confidence.
13.3.4 CRYOPDP will promptly notify the Customer in writing of: (A) any request or complaint made by a data subject or authority/regulator under Data Protection Laws in relation to or in connection with Service Data processed by CRYOPDP on Customers behalf. CRYOPDP will cooperate with, and reasonably assist the Customer in regard to any request or complaint received pursuant to any Data Protection Laws. If a request or complaint prohibits CRYOPDP from processing Service Data, CRYOPDP shall not be in breach of these Terms and Conditions for complying with such prohibition; and (B) any actual or suspected loss, accidental or unlawful destruction, damage and /or unauthorised disclosure, access or processing of Service Data, including reasonable details of the same.
13.4 The Customer represents and warrants that the legal grounds that relies on to process Service Data also allow CRYOPDP (and subcontractors) to legally (i) process Service Data in accordance with CRYOPDP provision of Services to the Customer; and (ii) transfer and store Service Data outside of the jurisdiction where it was collected for the purposes of providing the Services or as part of CRYOPDP internal data storage procedures. The Customer will not transmit or otherwise disclose any Service Data to CRYOPDP or CRYOPDP’s subcontractors unless such transmission or disclosure is in compliance with applicable law.
13.5 Except as provided otherwise by law, upon termination of these Terms and Conditions, or otherwise on the Customer’s written instructions, CRYOPDP shall delete all Service Data processed by CRYOPDP on Customer’s behalf in connection with these Terms and Conditions.
13.6 Where the Customer processes personal data on CRYOPDP’s behalf, the Customer shall ensure that (a) it is adequately protected and (b) that Customer does not transfer it outside the jurisdiction in which it was collected without CRYOPDP’s Consent. The Customer shall notify CRYOPDP of any data breach or suspected data breach as soon as becomes aware of the breach or suspects the breach.
14. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
14.1 Unless the Customer and CRYOPDP have agreed otherwise in a separate written agreement (in which case the terms of such agreement shall govern), any information relating to CRYOPDP’s or Customer’s businesses, financial or other affairs, (“Confidential Information”) exchanged between the Customer and CRYOPDP, in whatever form, is secret, proprietary and of a confidential nature and Customer and CRYOPDP agree that it will be kept secret and confidential by the Customer and Customer’s Representatives (being any directors, officers, employees, subcontractors, agents, affiliates or professional advisers from time to time) and CRYOPDP and CRYOPDP’s Representatives and will not be used for any purpose other than in relation to the performance of obligations under these General Terms and Conditions. Exceptions to this Section is information that: (a) is already known by the Customer, CRYOPDP, or each parties respective Representatives at the time of disclosure; or (b) is in the public domain or enters the public domain through no wrongful act or omission by Customer, CRYOPDP, or each party’s respective Representatives; or (c) is obtained by the Customer, CRYOPDP, or each parties Representatives on a non-confidential basis from a third party who, is not prohibited sharing information under confidentiality obligations; or (d) is independently developed by or on behalf of Customer or CRYOPDP without reference to or use of the other party’s Confidential Information.
14.2 CRYOPDP shall retain all intellectual property and property rights in the Confidential Information and in all manifestations of the Confidential Information in the subject of any work carried out by any third party. CRYOPDP’s intellectual property shall remain the sole and exclusive property of CRYOPDP, and the Customer shall have no title or claim to such intellectual property.
15. LIABILITY LIMIT (NOT INSURANCE COVERAGE)
15.1 The Customer will make its own arrangements to insure the shipment to its full value against all appropriate risks, except to the extent that CRYOPDP agrees to do so in writing; in which case CRYOPDP shall effect such insurance as the Customer’s agent and the Customer will pay CRYOPDP additional charges.
15.2 CRYOPDP shall not be liable for any claim in connection with a shipment/Service or otherwise except to the extent to which it arises from CRYOPDP’s proved gross negligence or willful default.
15.3 In any event CRYOPDP shall not be liable for any claim alleging that CRYOPDP has given incorrect advice or information.
15.4 In any event, CRYOPDP liability for any claim (or all claims arising from a single incident) whether arising in contract, tort, negligence, breach of statutory duty or otherwise shall not exceed:
15.4.1 where the Montreal Convention, or Warsaw Convention (as amended by Montreal Protocol No. 4 if the Montreal Convention is not in effect), applies to any shipment (either may apply if the carriage of a shipment by air involves an ultimate destination or stop in a country other than the country of departure), the limit provided by it;
15.4.2 where the Convention on the Contract for the International Carriage of Goods by Road (“C.M.R.”) applies to any shipment (which may apply if the carriage of a shipment by road vehicle involves delivery in a country other than the country in which the shipment was taken over), the limit provided by it;
15.4.3 in all other cases, twenty-three Euros (€23) per Kilogram up to a maximum of two hundred Euros (€200) per shipment/Service.
15.5 In any event, CRYOPDP’s aggregate liability to the Customer in any twelve month period, howsoever arising, will be limited to twenty-five thousand Euros (€25.000) for claims other than those covered under the Montreal Convention, or Warsaw Convention (as amended by Montreal Protocol No. 4 if the Montreal Convention is not in effect) or the Convention on the Contract for the International Carriage of Goods by Road (as applicable), or a pro rata amount for any period which is less than twelve (12) months.
15.6 CRYOPDP hereby excludes all warranties with respect to the Services, whether expressed or implied by operation of law, course of dealing, trade usage, representation, statement or otherwise, including, but not limited to, any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose or infringement of intellectual property rights. CRYOPDP shall not under any circumstance be liable to anyone for direct, indirect, incidental, special, consequential or exemplary damages of any kind, including, but not limited to, claimed loss of use, sales, delay, interest, lost profit, lost opportunity, attorney’s fees, costs, or any other forms of damage, however caused, whether for breach or repudiation of contract, tort, breach of warranty, negligence, or otherwise, whether or not CRYOPDP was advised of the possibility of such loss or damages. In no event shall CRYOPDP be liable for the cost of procurement of a substitute container. All damage claims are subject to and may not exceed the limitations described above.
16. FORCE MAJEURE
In any event, CRYOPDP shall not be liable for claims in circumstances of force majeure, i.e. where CRYOPDP is obstructed in or prevented from performing the Services by reason of factors beyond CRYOPDP’s practical control, including unavailability of personnel or equipment. This includes, but is not limited to, liability for any loss or damage to a shipment or for any delay caused by a) war, unrest, terrorism and similar troubles, change in law or regulations, and more generally any acts of any public authority; b) storms, lightning, flooding, fog, frost, snow and similar weather conditions, earthquakes, volcanic eruptions, and other natural catastrophes, fires, explosions, disease outbreaks, pandemics, and more generally acts of God; c) lock-out, strikes and similar labor conflict; d) transportation system (aerial, road, rail, sea) disorders, unavailability of transportation means, breakdown of vehicles and other equipment, flight cancelllation; e) chemical or biological contamination, ionizing radiation emanating out of any nuclear fuel or from any nuclear waste or component or from radioactive toxic explosive or other hazardous properties of any explosive assembly or nuclear component; f) rejection of a shipment by the addressee, absence of the addressee, lack of accessibility of the Customer’s or addressee’s premises.
17. CLAIMS
17.1 In any event, CRYOPDP shall have no liability:
17.1.1 for loss or mis-delivery of part of a shipment or for damage to any shipment (howsoever caused) unless CRYOPDP is notified in writing within 16 days after the end of the transit;
17.1.2 for loss or mis-delivery of the whole of the shipment or any separate packages forming part of the shipment (howsoever caused) unless CRYOPDP is notified in writing within 30 days of the date when the shipment should have been delivered.
17.2 CRYOPDP shall have the full benefit of any insurance that may be effected upon or on account of said shipment, insofar as this shall not void the policies or contracts of insurance.
17.3 Claims are limited to one claim per shipment/Service, settlement of which will be full and final settlement for all loss or damage in connection therewith.
17.4 Any right the Customer might have to damages, refunds, credits, recovery of reliance interests, disgorgement, restitution, injunctive relief, declaratory relief or any other legal or equitable relief whatsoever against CRYOPDP under any cause of action arising from the provision of any Services shall be extinguished unless the Customer file an action within one year from the date of such provision.
18. DELIVERY
18.1 Risk on the Shipped Material will automatically transfer to its final addressee or consignee upon delivery of the Shipped Material and signature of the proof of delivery (“P.O.D.”) bill. Unless otherwise agreed by CRYOPDP, the extraction of the Shipped Material from any Packaging shall be performed by the final addressee under its sole responsibility. The final addressee shall make sure that the received Shipped Material is conform to the corresponding delivery bill. Except immediate, precise and detailed reservations mentioned on the proof of delivery (“P.O.D.”) bill and confirmed by registered letter with acknowledgement of receipt at the latest within 3 working days following delivery, the shipment is presumed to be delivered as it was taken care of by CRYOPDP. In the absence of reservations made within the aforementioned deadlines, CRYOPDP cannot be held liable. In any event, any liability action against CRYOPDP must be initiated accordingly with clause 17.4 above.
18.2 Any stated delivery time is only an estimate. CRYOPDP is obligated to deliver a shipment only with reasonable dispatch.
19. INABILITY TO DELIVER
CRYOPDP will, within reasonable care and diligence, deliver the shipment accordingly with the Customer’s instructions. CRYOPDP will make one attempt to deliver the shipment. Unless otherwise agreed, deliveries will occur during normal working hours (between 9am and 5pm) on a working day. If the shipment cannot be delivered for any reason, CRYOPDP will notify the Customer at its own expense to enable the Customer to make arrangements to have the shipment collected or returned. The Customer will have 14 days, after CRYOPDP’s notification, to provide an answer to CRYOPDP. After that, CRYOPDP can decide what to do with the shipment.
20. DANGEROUS GOODS
20.1 CRYOPDP will only provide Services regarding “Dangerous Goods” in strict compliance with United Nations Recommendations on the Transport of Dangerous Goods, ICAO’s Technical Instructions, IATA’s Dangerous Goods Regulations and the A.D.R. Agreement (European Agreement Concerning the International Carriage of Dangerous Goods by Road) or other relevant legislation.
20.2 Unless the Customer obtains CRYOPDP’s prior written agreement, CRYOPDP will not deal with any shipment which is considered prohibited articles by IATA (International Air Transport Association), ICAO (International Civil Aviation Organization), A.D.R. (European Road Transport Regulation on dangerous goods) or other relevant organization. If, despite this, the Customer delivers to CRYOPDP any such shipment or is responsible for CRYOPDP dealing with such a shipment, the Customer will indemnify CRYOPDP against all loss, damage or expense arising in connection with such shipment. CRYOPDP or any other person having possession of such a shipment (whether CRYOPDP have inadvertently agreed to accept it or not agreed at all) may destroy or otherwise deal with the shipment in whatever way CRYOPDP or they decide if CRYOPDP or they reasonably believe action is necessary or appropriate.
21. PROHIBITED ARTICLES
CRYOPDP will not accept for transportation or, if inadvertently accepted, will be not liable for shipments containing the following articles: precious stones, jewelry, valuables, antiques, pictures, plants, guns or firearms of any kind, ammunition, fireworks, cash, currency, stamps or any other form of currency.
22. QUOTATION
Quotations will only be valid during the validity period indicated to the Customer. CRYOPDP may withdraw or revise a quotation at any time, if a validity period is not established or after the end of it. If a quotation is based upon information provided by the Customer (e.g. as to weight) and such information is inaccurate CRYOPDP may, without notice, charge extra to reflect the actual position. Unless otherwise indicated, all charges are quoted exclusive of Value Added Tax, import, export and any other duties, taxes or surcharges which may be payable.
23. INVOICES AND PAYMENT
23.1 Payment is due as soon as the Services are provided. Unless otherwise agreed by CRYOPDP, payment should be made in 30 days. If CRYOPDP have previously agreed a credit account with Customer in writing, payment is due as indicated by the payment terms on CRYOPDP’s invoice. Otherwise, the Customer will not make any deduction from sums payable to CRYOPDP. Interest shall be payable at 10% rate for each calendar month during the whole or part of which payment of any amount is overdue. The Customer remains fully liable for CRYOPDP charges, regardless of the liability of any other person. Customer irrevocably appoints CRYOPDP as Customer agent to collect any sums due from the owner, sender or consignee of any shipment and to apply such sums against money payable by the Customer. The Customer shall pay in the currency set out in the rate card unless otherwise agreed by CRYOPDP in writing.
23.2 The Customer, or the Consignee when CRYOPDP acts on Consignee’s behalf, shall pay or reimburse CRYOPDP for all shipment or other charges due, or Customs Duties and Taxes owed for services provided by CRYOPDP or incurred by CRYOPDP on the Customer’s or Consignee’s behalf. Payment of Customs Duties and Taxes may be requested prior to delivery.
23.3 CRYOPDP will send all invoices to the email address indicated by the Customer for that purpose. Unless otherwise agreed by CRYOPDP, the invoices will only be sent by email and not otherwise, which the Customer acknowledges and irrevocably agrees with.
24. INDEMNITY
The Customer will indemnify CRYOPDP against any liability or expense CRYOPDP incurs which arises in connection with Customer’s act, default or omission or that of the Consignee or any other party claiming an interest in the shipment. In particular, the Customer will indemnify CRYOPDP against any liability CRYOPDP may suffer as a result of any action brought by a third party.
25. GOVERNING LAW
Unless otherwise required by Compulsory Legislation, any claims against CRYOPDP under these General Terms and Conditions or otherwise arising from the provision of Services will be determined exclusively by the courts of France to which jurisdiction the Customer irrevocably submits. CRYOPDP is entitled to bring legal proceedings against the Customer in the courts of France or in any other jurisdiction and legal proceedings by CRYOPDP in one or more jurisdictions will not preclude legal proceedings by it in any other jurisdiction, whether concurrent or not.
26. WAIVER OF SUBROGATION
The Customer understands and agrees that CRYOPDP’s rates do not include insurance or other compensation for loss, damage or delay other than as expressly provided in these Terms and Conditions and limited hereby. Accordingly, the Customer agrees that in the event the Customer desires coverage for any risk or loss, the Customer will obtain its own insurance, and that said insurance will contain a waiver of subrogation provision waiving any subrogation rights for and on behalf of such insurance company. In the event the Customer fails to obtain a waiver of subrogation, the Customer, at its own expense, will defend, indemnify and hold CRYOPDP and any carrier(s) or subcontractors CRYOPDP retain harmless with respect to claims made by the Customer or any third parties acting as Customer subrogees or assignees.
27. PARTIAL INVALIDITY
If any term or provision of these Terms and Conditions shall be held void or unenforceable all the remaining terms and provisions contained herein shall continue in full force and effect.
28. ENTIRE AGREEMENT
These terms comprise the entire agreement between CRYOPDP and the Customer and may be amended by CRYOPDP at any time. The amended terms, which will supersede any prior versions, will be available at https://www.cryopdp.com/termsandconditions. If the Customer has any difficulty in accessing the General Terms and Conditions please contact CRYOPDP at legal@cryopdp.com to arrange a copy to be forwarded to the Customer.
29. MISCELLANEOUS
29.1 The fact that CRYOPDP does not apply at a given time any stipulation of these General Terms and Conditions cannot be interpreted as a waiver of the right to avail itself of said stipulation later.
29.2 The headings contained in these General Terms and Conditions are for reference purposes only and shall not affect in any way the meaning or interpretation of these General Terms and Conditions.
29.3 These General Terms and Conditions are in English language only. If these General Terms and Conditions are translated into another language, the English language text shall in any event prevail.