Bulk Oil & Liquid Transport
Export Delivery Order Terms & Conditions - Version 1.1
Upon the physical release and transfer of possession of any ISO Tank Container by BOLT to the Customer, whether at a port, depot, or any other designated location, the Export Delivery Order issued in respect thereof, including the Terms and Conditions contained herein, shall automatically and irrevocably constitute a Binding Agreement between BOLT and the Customer. The Customer’s receipt and acceptance of the ISO Tank Container, whether by conduct, omission, or otherwise, shall be deemed incontrovertible and conclusive evidence of the Customer’s unconditional acceptance of all terms, conditions, obligations, and liabilities set forth in this Export Delivery Order, as well as any ancillary or supplemental agreements, instructions, or terms issued by BOLT in connection therewith.
The Customer hereby covenants and warrants that it shall strictly and fully comply with all provisions, stipulations, and conditions contained within the Export Delivery Order, including but not limited to the timely return of the ISO Tank Container in accordance with the return conditions, liability for any loss, damage, or deterioration of the ISO Tank Container, and the obligation to pay for any repair, replacement, or indemnification thereof. The Customer shall also ensure the due compliance with all applicable marking and labelling regulations, as required under international, national, and local laws, and shall be fully liable for any and all charges including but not limited to detention, cancellation, or ancillary charges. Furthermore, the Customer shall indemnify, defend, and hold BOLT harmless from any and all third-party claims, damages, penalties, fines, charges or liabilities arising from or related to the Customer’s use, possession, acts, omission, irregular usage or mismanagement of the ISO Tank Container.
BOLT shall have the right, at its sole discretion and without the need for prior notice or demand, to enforce the terms of this agreement, including but not limited to the immediate recovery or repossession of the ISO Tank Container, and to recover any and all losses, damages, costs, or expenses, including tank container repossession or recovery charges, legal fees and disbursements, incurred as a result of the Customer’s breach, failure to return the ISO Tank Container, or any damage thereto.
For the avoidance of doubt, the Customer expressly agrees to waive their right to dispute the binding nature of this agreement or to challenge any obligations contained herein upon acceptance of the ISO Tank Container. Any failure by the Customer to comply with its obligations, whether by intent, negligence, or omission, shall entitle BOLT to pursue all available legal and equitable remedies, including but not limited to the recovery of all amounts due, repossession of the ISO Tank Container, and such other relief as may be awarded by a court of competent jurisdiction or by arbitration as provided under the governing provisions of this agreement.
The Terms and Conditions governing this Export Delivery Order shall also constitute an independent Binding Agreement between BOLT and the Customer, and the Customer acknowledges that by accepting the ISO Tank Container, it is fully and irrevocably bound by these Terms and Conditions. The Customer further agrees to fully comply with these detailed terms and conditions, which form an integral part of this binding agreement.
Version 1.1
Table of Contents
- Definitions. 3
- Ownership and Proprietary Rights. 3
- Release of (Empty) ISO Tank for Export. 4
- Condition of Tank Upon Receipt. 5
- Usage and Maintenance. 5
- Marking and Labelling. 5
- Payload and Filling Capacity. 6
- Documentation. 7
- Liability and Insurance. 8
- Compliance with Laws. 8
- Environmental Compliance. 9
- Prohibition on Leasing or Transporting to Sanctioned Countries. 10
- Terms for Inland Transportation. 10
- Return Condition. 11
- Return of ISO Tank Containers & Detention. 11
- Consequences of Failure to Return Container. 13
- Indemnity. 13
- Cancellation Fees and Pre-Demurrage Charges. 14
- Charges and Payment. 14
- Duration of Lease. 15
- Assignment and Subletting. 15
- Default and Termination. 16
- Non-Waiver of Rights. 17
- Force Majeure. 17
- Inspection Rights and Procedures. 17
- Amendments. 17
- Confidentiality. 18
- Notices. 19
- Severability. 19
- Jurisdiction and Dispute Resolution. 20
Export Delivery Order Detailed Terms and Conditions
1. Definitions
- BOLT: means Bulk Oil & Liquid Transport, also having the role of Carrier, Lessor, Principal
- Carrier: refers to BOLT, its affiliates, subsidiaries, agents, or any representatives authorized by BOLT, engaged in the business of transporting ISO Tanks and Containers, including hazardous and non-hazardous goods, by various modes of transport (such as sea, rail, or road). The Carrier is responsible for the carriage, custody, and delivery of goods in ISO Tanks/Containers, as per the agreed terms and conditions, and in compliance with applicable international, national, and local laws and regulations governing the transport of liquid chemicals and other goods but is not limited to Arranging transportation, Issuing Bills of Lading, Handling Logistics, Manging the return of ISO Tank / Containers.
- Customer: Encompasses various roles such as acting as the party to BOLT, Shipper, Consignee, Notify Party, Merchant, Trader, Deciding Party, Lessee, Receiver, Freight Forwarder, Customs Broker, Carrier, Borrower, Broker, Importer, Exporter, buyer any person or company (having an interest in the shipment, cargo, BOLT’s equipment)
- ISO Tank Container: means, Standard Liquid Tanks (Tank Containers); Food Grade Tanks; Bitumen Tanks; Cryogenic Tanks; T11 ISO Tank; T14 ISO Tank; T50 ISO Tank; T75 ISO Tank; 20 Foot ISO Tank; 40 Foot ISO Tank.
- Equipment: mean any and all tangible assets, apparatus, machinery, fixtures, tools, instruments, accessories, components, or mechanical devices provided by BOLT or any of its affiliates, subsidiaries, agents, or contractors, including but not limited to ISO Tank Containers, as defined herein, and any ancillary or related materials used in connection with the transportation, handling, storage, filling, maintenance, or repair of the ISO Tanks/Containers. Equipment also encompasses any monitoring systems, safety devices, gauges, valves, fittings, hoses, and seals affixed to, installed on, or associated with the ISO Tank Containers, or otherwise required for the lawful and safe operation, movement, loading, or unloading of goods contained therein.
- Lessor: means those who provide the ISO Tanks to a party (the lessee/customer) for use under a lease agreement / release order. BOLT retains ownership of the tanks while granting the lessee the right to use by them for a specified period in exchange for regular payments.
- Lessee: A lessee is an individual or a body corporate or company or any other legal entity constituted as per applicable Laws of the land, that takes the tank container (s) on lease or takes equipment or rent , such as shipping ISO Tank, Containers, Vessels, or other logistics assets, from the lessor.
- Borrower: party that obtains the right to use ISO tank containers on lease from the lessor (the owner of the tanks) under a lease agreement. The lease agreement grants the lessee the right to use the ISO tanks for a specified period for the permitted purpose in exchange for regular lease payments.
- ISO Tank Container: means, Standard Liquid Tanks (Tank Containers); Food Grade Tanks; Bitumen Tanks; Cryogenic Tanks; T11 ISO Tank; T14 ISO Tank; T50 ISO Tank; T75 ISO Tank; 20 Foot ISO Tank; 40 Foot ISO Tank.
- Hazardous Goods: means any substances, materials, or articles classified or regulated as hazardous, dangerous, or harmful under applicable international, national, or local laws, including but not limited to the IMDG Code, ADR, US DOT regulations, and RID. This includes, without limitation, materials that are explosive, flammable, toxic, radioactive, corrosive, or otherwise dangerous to health, safety, or the environment.
- IMDG Code refers to the International Maritime Dangerous Goods Code issued by the IMO, governing the classification, packaging, labelling, documentation, and handling of dangerous goods by sea. The Customer agrees to comply with all provisions of the IMDG Code for the safe transport and storage of hazardous materials in any ISO Tank Container provided under this Agreement.
- Export Delivery Order: A legal document issued by a carrier, freight forwarder, or shipping agent that authorizes the release and delivery of an ISO Tank to the customer or their agent for export usage purposes.
- Principal: means BOLT, acting in its capacity as the primary contracting party and having ultimate authority, responsibility, and control over the transportation, handling, storage, and related services provided in respect of ISO Tanks/Containers. As Principal, BOLT exercises direct legal and commercial obligations under the terms of the contract, whether acting on its own behalf or through its agents, representatives, subcontractors, or affiliates, and assumes all rights, liabilities, and duties incumbent upon it in connection with the provision of such services. The term Principal also extends to encompass BOLT’s legal capacity to act as a carrier, freight forwarder, or logistics provider, as specified in any agreement, contract of carriage, or delivery order.
2. Ownership and Proprietary Rights
- The Customer acknowledges and agrees that BOLT shall retain full legal and equitable title to all ISO Tank Containers provided under this Export Delivery Order. Nothing in this agreement shall be construed as a transfer or assignment of ownership or proprietary rights in the ISO Tank Containers to the Customer. The Customer is granted a limited, non-transferable right to use the ISO Tank Containers solely for the purposes expressly authorized under this agreement, subject to the terms and conditions contained herein.
- The Customer shall not acquire any right, title, interest, or claim to the ISO Tank Containers by virtue of this agreement, the performance thereof, or any payment made hereunder. The ISO Tank Containers shall at all times remain the exclusive property of BOLT, and any use, lease, sublease, assignment, transfer, or conveyance of the ISO Tank Containers by the Customer without the prior written consent of BOLT shall be strictly prohibited and considered null and void.
- The Customer shall take all reasonable measures to protect BOLT’s ownership and proprietary rights in the ISO Tank Containers and shall immediately notify BOLT of any action or claim by a third party that may affect BOLT’s ownership or proprietary rights. The Customer agrees to indemnify and hold harmless BOLT from any claims, actions, damages, or liabilities arising out of any breach of this clause.
- The Customer shall keep the ISO Tank Containers free from all and any types of liens, charges, encumbrances throughout the period, when the ISO Tank Containers are under the custody, control and / or possession of the Customer.
- The Customer shall not venture or allow any party to do any act which may cause damage or minimise the value of the ISO Tank Containers while the ISO Tank Containers are under their custody, control and / or possession.
3. Release of (Empty) ISO Tank for Export
- The ISO Tank Container shall be released to the Customer in a clean, empty, and suitable condition for the intended purpose of stuffing or loading cargo. The Customer acknowledges receipt of the ISO Tank Container in sound, clean, and good condition, fit for the intended purpose of loading or stuffing. Prior to the release of the ISO Tank Container at the agreed place of receipt, the Customer shall have the exclusive right to conduct a thorough inspection of the ISO Tank Container to ensure its suitability for use.
- Inspection by Customer: The Customer shall undertake a detailed inspection of the ISO Tank Container to verify its physical condition, cleanliness, and suitability for loading the specified cargo. This inspection shall include, but not be limited to, a check for any physical damage, leaks, or contamination.
- Reporting of Defects or Discrepancies: In the event that the Customer identifies any defects, damage, contamination, or other discrepancies, the Customer shall notify BOLT in writing immediately, but in any case, no later than twenty-four (24) hours from the time of release. Such notification shall include a comprehensive and detailed description of the defects or discrepancies discovered.
- BOLT's Obligation for Replacement or Repair: Upon receipt of the Customer’s notice of any discrepancies or defects, BOLT shall, at its sole discretion, either repair the ISO Tank Container or provide a replacement ISO Tank Container to the Customer in a condition suitable for the intended purpose of loading. The timeframe for such replacement or repair shall be mutually agreed upon by both parties and shall not unreasonably delay the Customer’s operations.
- Deemed Acceptance: In the absence of any written notification from the Customer within the specified twenty-four (24) hour period, the ISO Tank Container shall be conclusively deemed to have been released to the Customer in sound and suitable condition, and the Customer shall be deemed to have accepted the ISO Tank Container as fit for its intended purpose.
- Record Keeping: Both BOLT and the Customer shall maintain written records of the inspection and any correspondence related to discrepancies or defects concerning the condition of the ISO Tank Container. These records shall be admissible and binding for the resolution of any disputes that may arise regarding the condition of the ISO Tank Container at the time of release
- Limitation of Liability: BOLT's liability for any defects, damage, or discrepancies reported by the Customer before the expiration of the specified twenty-four (24) hour period shall be strictly limited to the repair or replacement of the ISO Tank Container at the costs and expenses of the Customer. BOLT shall bear no liability whatsoever for any consequential or incidental losses, delays, or damages incurred by the Customer as a result of such defects, nor shall BOLT be responsible for any costs beyond the direct repair or replacement of the ISO Tank Container.
- Waiver of Rights by the Customer: Failure by the Customer to report any defects, damage, or discrepancies within the specified twenty-four (24) hour period shall constitute an irrevocable waiver of the Customer’s right to assert any claims against BOLT in respect of the condition of the ISO Tank Container. The Customer shall be deemed to have accepted the ISO Tank Container in its current condition and shall be precluded from claiming any subsequent defects or damages.
4. Condition of Tank Upon Receipt
- Upon delivery and receipt of the ISO Tank Container by the Customer, the Customer shall inspect the ISO Tank Container immediately and thoroughly and shall ensure that the ISO Tank Container is meeting their requirements. The Customer hereby covenants and agrees that it shall have no right to contest or dispute the condition of the ISO Tank Container unless written notice specifying in detail the nature of any alleged defect, damage, or non-conformity is provided to BOLT within twenty-four (24) hours from the time of receipt. Failure to provide such notice within the specified period shall constitute conclusive and irrefutable evidence that the ISO Tank Container was delivered in clean, sound, and serviceable condition, free from defect or damage, and fit for its intended purpose.
- The Customer acknowledges and agrees that BOLT shall bear no liability whatsoever for any defects or damages that are not reported within the specified timeframe. Upon delivery, risk and responsibility for the ISO Tank Container shall pass to the Customer, who shall thereafter bear full and exclusive responsibility for the safekeeping, maintenance, and operation of the ISO Tank Container.
- The Customer further agrees that it shall indemnify, defend, and hold BOLT harmless from and against any and all claims, damages, loss, liabilities, costs, and expenses, including but not limited to legal fees, arising from or related to any damage, loss, or non-compliance concerning the ISO Tank Container after its receipt by the Customer, except as otherwise provided for herein. The Customer’s failure to comply with the provisions of this clause shall entitle BOLT to recover the full cost of repair or replacement, including but not limited to any ancillary or consequential damages.
5. Usage and Maintenance
- The Customer covenants and agrees to use the ISO Tank Container exclusively for the intended purpose of transporting, storing, or loading cargo in accordance with all applicable laws, rules, regulations, conventions, and industry standards, including, but not limited to, any local, national, or international regulations governing the transport of hazardous or non-hazardous materials. The Customer shall not use the ISO Tank Container for any unlawful or unauthorized purpose, nor shall the Customer permit any third party to do so without the prior written consent of BOLT.
- The Customer shall, at its sole cost and expense, maintain the ISO Tank Container in good, serviceable, and undamaged condition at all times during the term of use. The Customer shall take all reasonable precautions to prevent damage, contamination, corrosion, or undue wear and/or tare to the ISO Tank Container. In the event the ISO Tank Container is damaged, contaminated, or otherwise rendered unfit for further use while in the possession or control of the Customer, whether through negligence, misuse, improper loading, or failure to comply with applicable laws or standards, the Customer shall be fully liable for all costs of repair, cleaning, or replacement of the ISO Tank Container.
- Maintenance and Repair Responsibility: The Customer shall be responsible for ensuring that the ISO Tank Container remains in good, clean, and undamaged condition throughout the term of use. The Customer shall not, under any circumstances, perform or procure any repairs, maintenance, replacement of parts or accessories or modifications to the ISO Tank Container. In the event that any repairs, maintenance, replacement of parts or accessories or servicing is required during the lease period, the Customer shall promptly notify BOLT in writing. All repairs, maintenance, replacement of parts or accessories and servicing of the ISO Tank Container shall be carried out solely by BOLT’s designated Maintenance and Repair Team or by contractors authorized in writing by BOLT. The Customer shall bear all costs and expenses incurred by BOLT in connection with any repairs, maintenance, replacement of parts or accessories or cleaning necessitated by the Customer’s misuse, negligence, or failure to comply with the terms of this Agreement, including but not limited to any costs arising from damage, contamination, or undue wear to the ISO Tank Container.
- Costs Arising from Misuse or Negligence: Any costs arising from damage, contamination, or degradation of the ISO Tank Container due to the Customer’s misuse, negligence, failure to comply with laws or regulations, or use inconsistent with the terms of this Agreement, shall be borne exclusively by the Customer. Such costs may include, but are not limited to, costs of cleaning, decontamination, repair, replacement, or disposal of the ISO Tank Container, and any associated downtime or lost income incurred by BOLT as a result of the unavailability of the ISO Tank Container.
- Indemnification for Third-Party Claims: The Customer agrees to indemnify, defend, and hold harmless BOLT from and against any and all claims, demands, actions, damages, liabilities, losses, costs, and expenses, including but not limited to legal fees, arising out of or related to the Customer’s use, maintenance, or failure to properly maintain the ISO Tank Container, including any claims for personal injury, property damage, or environmental contamination.
- Right of Inspection by BOLT: BOLT reserves the right, at its sole discretion, to inspect the ISO Tank Container at any time during the lease period, to ensure that the Customer is maintaining the ISO Tank Container in accordance with the terms of this Agreement. The Customer shall provide BOLT or its designated representatives with access to the ISO Tank Container for the purpose of conducting such inspections, and shall cooperate fully with BOLT in this regard.
- Limitation of Liability: BOLT shall not be liable for any loss, damage, or injury arising from the Customer's use, maintenance, or operation of the ISO Tank Container, except to the extent caused by BOLT's gross proven negligence or wilful misconduct. The Customer assumes all risk and liability for the use, operation, and maintenance of the ISO Tank Container and agrees to indemnify BOLT against any and all claims or liabilities arising therefrom.
6. Marking and Labelling
- The Customer shall ensure that all ISO Tank Containers carrying dangerous goods strictly comply with the requirements set forth in the International Maritime Dangerous Goods (IMDG) Code, as well as any other applicable national or international laws, statutes, regulations, and conventions, including but not limited to the United States Department of Transportation (US DOT), the European Agreement concerning the International Carriage of Dangerous Goods by Road (ADR), the Regulation concerning the International Carriage of Dangerous Goods by Rail (RID), and the United Kingdom Department for Transport (UK DOT). The Customer shall be solely responsible for ensuring that all marking, labelling, placarding, and documentation, including Hazardous Goods Declarations, are accurate, complete, and in strict compliance with the applicable laws and regulations.
- Any fines, penalties, fees, or charges levied by any port of loading (POL), port of discharge (POD), transshipment port, Inland Container Depot (ICD) , Container Freight Station (CFS) or any governmental or regulatory authority, due to non-conformity with the IMDG Code or other applicable regulations, or due to the provision of inaccurate, incomplete, or incorrect information or documentation by the Customer, shall be borne exclusively by the Customer. Such fines or penalties shall be debited to the Customer’s account, and the Customer agrees to indemnify and hold BOLT harmless from and against any and all claims, liabilities, losses, damages, costs, and expenses, including legal fees, arising from or related to the Customer’s failure to comply with the marking, labelling, and documentation requirements.
- In the event that BOLT is engaged to provide marking, labelling, placarding, or documentation services on behalf of the Customer, the Customer shall remain fully responsible for providing accurate and timely information to enable BOLT to perform such services in compliance with applicable regulations. Any penalties, delays, or additional costs incurred as a result of the Customer’s failure to provide accurate information shall be borne solely by the Customer, and BOLT shall not be held liable for any non-compliance resulting from inaccurate or incomplete data provided by the Customer.
- Furthermore, the Customer acknowledges and agrees that the ISO Tank Container shall not be released for shipment unless and until all required markings, labels, placards, and declarations have been affixed or provided in full compliance with the applicable laws and regulations. Any delay in the release of the ISO Tank Container resulting from the Customer’s failure to comply with the marking, labelling, or documentation requirements shall be solely at the risk and expense of the Customer, and BOLT shall bear no liability for any such delay.
7. Payload and Filling Capacity
- The Customer shall ensure that the ISO Tank Container is not loaded in excess of the payload limit as indicated on the ISO Tank Container's data plate or any specifications provided by BOLT. Any damage to the ISO Tank Container resulting from overloading, excess weight, or non-compliance with the stated payload capacity shall be the sole responsibility of the Customer, and the Customer shall be liable for all costs, losses, and damages incurred by BOLT in connection with the repair, replacement, or cleaning of the ISO Tank Container.
- The ISO Tank Container must be filled to a minimum filling grade of eighty percent (80%) of its volumetric capacity. In the event that the Customer requires the ISO Tank Container to be filled below this minimum filling grade, the Customer must obtain prior written authorization from the port of loading (POL) Operations team. The ISO Tank Container may not be filled beyond a maximum filling grade of ninety-five percent (95%) of its volumetric capacity. Any request by the Customer to exceed this maximum filling grade shall require prior written authorization from BOLT.
- In the event of overfilling, overweight loading, or any accident or incident arising from improper loading or failure to adhere to the specified filling capacities, the Customer shall be fully liable for any and all damage to the ISO Tank Container, as well as any associated costs, claims, losses, liabilities, or penalties, including but not limited to repair, replacement, cleaning, or third-party claims. The Customer shall indemnify and hold harmless BOLT from and against any such liabilities. The Customer shall also liable for damages, losses to the third party property and/or injury or casualty caused to person, due to any accident happened because of overfilling, overweight loading of cargo inside the ISO Tank container.
- The Customer is solely responsible for the proper and accurate loading, labelling, sealing, and scaling/weighing of the ISO Tank Container. The Customer shall supply a certified weight scale ticket detailing the verifiable gross mass (VGM), including the weight of the ISO Tank Container and its contents, prior to vessel cut-off. The VGM shall be submitted to BOLT or BOLT’s designated local agent by fax, EDI, or email in accordance with the timelines specified by BOLT. Failure to provide the VGM in a timely manner shall render the Customer fully liable for any delays, penalties, or additional costs incurred.
- In the event of any discrepancy in the weight or loading of the ISO Tank Container, the Customer shall bear all costs and expenses associated with rectifying such discrepancy, including but not limited to reweighing, relabelling, or unloading of the ISO Tank Container, as well as any delay-related charges incurred by BOLT.
8. Documentation
- The Customer shall submit a complete and accurate Hazardous Cargo Declaration to the nominated carrier’s office in strict compliance with all applicable laws, regulations, and the International Maritime Dangerous Goods (IMDG) Code. The submission of the Hazardous Cargo Declaration must be made sufficiently in advance to allow for processing, verification, and approval by the carrier before the scheduled shipment date. Failure by the Customer to provide the required Hazardous Cargo Declaration in a timely manner shall result in the Customer being solely liable for any delays, fines, penalties, or additional charges imposed by the carrier or regulatory authorities.
- The Customer is solely responsible for submitting the Shipping Instructions (SI) to the carrier within the time frame specified by the carrier to ensure the timely release of the first print of the Bill of Lading or any other relevant shipping documents. Any late submission of the SI to the carrier, resulting in delays, penalties, or additional charges, shall be borne exclusively by the Customer. BOLT shall not be liable for any costs, charges, or damages incurred by the Customer due to delays in the issuance of shipping documents arising from the Customer’s failure to submit the SI on time.
- This Export Delivery Order is issued solely at the request of the Customer, with or without confirmation of the booking from the carrier, to facilitate the loading and stuffing process. The issuance of this Export Delivery Order by BOLT does not constitute a representation or warranty by BOLT that the booking has been confirmed or approved by the carrier. BOLT shall bear no liability for any ancillary or additional charges, including but not limited to demurrage, detention, or storage fees, incurred as a result of the carrier’s failure or delay in providing booking confirmation for any reason whatsoever. The Customer hereby agrees to indemnify and hold harmless BOLT from any and all claims, losses, or damages arising from such delays or failures.
- The Customer assumes full responsibility for all costs, charges, and liabilities resulting from the failure to secure booking confirmation or the failure to submit accurate or timely documentation, including but not limited to any costs imposed by the carrier, port authorities, or regulatory bodies.
9. Liability and Insurance
- The Customer assumes full and exclusive responsibility for any loss, theft, damage, or destruction of the ISO Tank Container during the lease period, from the time it is picked up until it is duly returned to BOLT in accordance with the terms of this Agreement. The Customer shall maintain insurance coverage for the ISO Tank Container for its full replacement value against all risks, including but not limited to damage, loss, theft, or destruction, and shall provide proof of such insurance to BOLT upon request. Failure to maintain adequate insurance or to provide proof thereof upon demand shall constitute a material breach of this Agreement, entitling BOLT to pursue all available legal and equitable remedies, including immediate termination of the lease.
- In the event of any damage to the ISO Tank Container, whether apparent or subsequently reported, the Customer shall be fully liable for the total cost of repairs, which shall be carried out by BOLT or its designated repair agents. If the ISO Tank Container cannot be repaired in the country of origin or location of the damage, the Customer shall bear the full cost of relocating the ISO Tank Container to an authorized repair facility. In the event the ISO Tank Container is declared a total loss, the Customer shall be liable to BOLT for the full replacement value of the ISO Tank Container, payable immediately upon demand, without dispute or setoff.
- The Customer shall further indemnify, defend, and hold harmless BOLT from and against any and all claims, demands, actions, damages, liabilities, costs, and expenses, including legal fees and charges, arising out of or related to any injury, death, or damage to persons or property caused by the use, operation, or handling of the ISO Tank Container while in the Customer's possession or control. This indemnity shall apply regardless of any negligence or fault on the part of the Customer and shall survive the termination or expiration of this Agreement.
10. Compliance with Laws
- The Customer shall at all times comply with all applicable local, national, and international laws, Rules, Regulations, Instructions, Directions, statutes, regulations, conventions, treaties, and standards governing the use, handling, transportation, loading, unloading, and storage of the ISO Tank Container and its contents, including but not limited to any laws or regulations related to the transportation of hazardous materials, environmental protection, customs, and trade sanctions. The Customer is solely responsible for ensuring that all necessary permits, licenses, and authorizations required for the lawful use and transport of the ISO Tank Container and its contents are obtained and maintained in full force and effect throughout the term of the lease.
- The Customer further warrants that it shall not use, handle, transport, or store the ISO Tank Container or its contents in any manner that would result in a violation of any law, regulation, or sanction, including but not limited to the export, import, storage, or shipment of the container to or from any trade sanctioned or prohibited country, entity, or individual. The Customer shall immediately notify BOLT of any violation, investigation, or inquiry by any governmental or regulatory authority concerning the use, handling, or transport of the ISO Tank Container.
- In the event of any breach of this clause, the Customer shall indemnify, defend, and hold BOLT harmless from and against any and all claims, fines, penalties, damages, losses, liabilities, costs, and expenses, including but not limited to legal fees and expenses, arising out of or relating to the Customer’s failure to comply with applicable laws, statutes, regulations, or standards.
- BOLT reserves the right to terminate this Agreement immediately upon notice to the Customer in the event that BOLT determines, in its sole discretion, that the Customer is in breach of this clause or that the Customer’s use of the ISO Tank Container poses a risk of non-compliance with any applicable law or regulation.
- The Customer shall not use or allow the ISO Tank container to use for any irregular or illegal purpose and the customer shall take at most care and caution as to at any point of time the ISO Tank container should not reach the hands or control or any individual or group which is banned or terrorist in nature. Similarly the Customer shall ensure that at any point of time the ISO Tank containers shall not reach or cross the war zone or war like zones.
- The Customer shall ensure that the ISO Tank containers shall not seized or confiscated or attached or exercised lien over it by Statutory or Regulatory authority or by any court or judicial body at any point of time for what any reason whatsoever. during the same when the ISO Tank container is in the possession or occupation or control of the Customer. Whereas, even if the customer has duly complied with all norms, Rules, Regulations, Laws applicable and in force related to the export, import, storage, or for the transportation of the ISO Tank container and also taken all steps to protect the interest of BOLT, the ISO Tank container is seized or confiscated or attached or exercised lien over it by Statutory or Regulatory authority or by any court or judicial body, the Customer shall immediately notify the same to BOLT and shall take all efforts and steps to get the ISO Tank released from such seizure, confiscation, attachment or lien. The ISO Tank Containers under such seizure, confiscation, attachment or lien shall be considered as under the lease, irrespective of whether the lease is terminated or not and the lease payment shall be applicable as per the agreed rate until the defect free empty ISO Tank container is returned to BOLT.
11. Environmental Compliance
- The Customer hereby covenants and agrees to fully comply with all applicable local, national, and international environmental laws, statutes, regulations, Rules, Instructions, Directions, treaties, conventions, and ordinances, including, but not limited to, those governing the handling, transportation, disposal, and reporting of hazardous materials, waste, and substances in connection with the use of the ISO Tank Container. The Customer shall at all times handle, store, transport, and dispose off any cargo in the ISO Tank Container in a manner that is fully compliant with all environmental requirements and shall bear full responsibility for any environmental contamination, spillage, discharge, or pollution arising out of or related to the Customer’s use, handling, or possession of the ISO Tank Container.
- The Customer further agrees to indemnify, defend, and hold BOLT harmless from and against any and all claims, damages, fines, penalties, liabilities, losses, costs, and expenses, including, but not limited to, legal fees, arising from or related to any violation or alleged violation of any environmental laws, regulations, or standards by the Customer, its agents, contractors, employees, or representatives. The Customer shall bear the full and exclusive responsibility for the remediation, cleanup, and restoration of any environmental damage caused by its failure to comply with environmental laws, including all associated costs and expenses incurred by BOLT in connection therewith.
- The Customer shall, upon demand, immediately provide BOLT with any and all documentation, Licence, Permit, Approval, certificates, or records evidencing the Customer’s compliance with environmental laws. Failure by the Customer to furnish such documentation or to comply with any applicable environmental obligations shall constitute a material breach of this Agreement, thereby entitling BOLT, at its sole discretion, to immediately terminate this Agreement without further notice and to pursue any and all legal and equitable remedies available, including, but not limited to, the recovery of all costs, losses, damages, liabilities, and expenses, both direct and consequential, incurred as a result of the Customer’s non-compliance.
12. Prohibition on Leasing or Transporting to Sanctioned Countries
- The Customer expressly covenants and agrees that the ISO Tank Container provided under this Agreement shall not be leased, rented, assigned, transferred, sublet, or otherwise conveyed, directly or indirectly, to or through any country, territory, entity, or individual that is subject to sanctions, embargoes, or other restrictive measures imposed or enforced by the United Nations, the United States, the European Union, or any other applicable authority. The Customer further covenants that it shall not use, permit the use of, or allow the transportation of the ISO Tank Container for the carriage of any goods or cargo subject to export control, sanctions, or other legal restrictions, unless all required licenses, permits, and authorizations have been duly obtained and remain in full force and effect.
- The Customer undertakes to ensure full and continuous compliance with all applicable sanctions, export control laws, regulations, and directives imposed by any relevant authority, and shall immediately notify BOLT in writing of any inquiry, investigation, or action taken by any governmental or regulatory body regarding the use or transport of the ISO Tank Container in violation of any sanctions or export control measures.
- Any breach of this provision shall constitute a material breach of this Agreement, entitling BOLT, at its sole discretion, to immediately terminate the Agreement without prior notice, repossess the ISO Tank Container, and pursue all legal remedies available, including the recovery of any and all damages, losses, fines, penalties, costs, and expenses, including attorneys’ fees, arising from or related to such breach. The Customer shall indemnify, defend, and hold harmless BOLT from and against any and all claims, liabilities, penalties, fines, and costs arising out of or relating to the Customer’s failure to comply with applicable sanctions or export control laws.
13. Terms for Inland Transportation
- The Customer covenants and agrees to strictly comply with all applicable laws, statutes, regulations, and directives, as currently in force or as may be amended from time to time, governing the inland transportation of the ISO Tank Container and its cargo. The Customer shall ensure that any vehicles or equipment used for the transportation of the ISO Tank Container are fully insured, properly maintained, and comply with all safety and operational requirements, including but not limited to valid registration, comprehensive and routine servicing, and the maintenance of tire tread depth in accordance with legal limits. The Customer shall further ensure that any personnel, haulers, or hauliers engaged in the transportation of the ISO Tank Container are duly qualified and trained, and that all necessary safety protocols are followed to prevent delays, damage, or accidents during the transportation process.
- In the case of the transportation of hazardous or dangerous goods, the Customer warrants that all drivers and personnel involved in the transport shall be duly certified and trained by appropriate institutions, as required by applicable laws and the Road Transport Authority and shall hold all necessary licenses and permits. The Customer shall be solely responsible for ensuring that such goods are transported in accordance with all applicable safety regulations, and that all required documentation, including Dangerous Goods Declarations, is properly completed and provided.
- The Customer assumes full responsibility for any accident, incident, mishap, loss, or damage occurring during the inland transportation of the ISO Tank Container and its cargo, whether caused by the Customer, its agents, employees, haulers, or any third party engaged by the Customer. The Customer shall indemnify, defend, and hold harmless BOLT from and against any and all claims, damages, losses, liabilities, fines, penalties, or legal proceedings instituted against BOLT arising from or related to the transportation of the ISO Tank Container, including but not limited to any such claims arising from the negligence, wilful misconduct, or violation of any legal or contractual obligations by the Customer or its agents.
- The Customer shall also indemnify and hold harmless BOLT from and against any injury, damage, expense, or loss sustained by any person or property caused by the acts or omissions of the Customer, its drivers, haulers, or personnel, or arising from any breach of this Agreement, including but not limited to any violation of safety regulations, transportation laws, or contractual obligations.
- The Customer shall ensure that the ISO Tank containers are transported and handled in approved and proper manner such as using the approved transportations modes and approved motorable roads and path or ways and using approved lifting gears and equipment for loading and discharging at approved areas and territories
Return Condition
- The Customer covenants and agrees that the ISO Tank Container shall be returned to BOLT in the same condition as it was received, subject only to reasonable wear and tear arising from the normal and proper use of the ISO Tank Container in accordance with the terms of this Agreement. The Customer shall not make or permit any modifications, alterations, or repairs to the ISO Tank Container without the prior written consent of BOLT. Any damage, contamination, or excessive wear to the ISO Tank Container beyond normal wear and tear, including but not limited to any dents, corrosion, leaks, or residue of hazardous or non-hazardous cargo, shall be the sole responsibility of the Customer. The Customer shall be fully liable for all costs of repair, cleaning, or decontamination required to restore the ISO Tank Container to the condition in which it was originally provided by BOLT.
- Upon the return of the ISO Tank Container, BOLT shall have the right, at its sole discretion, to conduct a thorough inspection of the ISO Tank Container, including both internal and external examinations, to verify its condition. In the event that any damage, contamination, or excessive wear is discovered, BOLT shall provide written notice to the Customer, specifying the nature and extent of the damage, and the Customer shall be liable for the full cost of any repairs, cleaning, or replacement, as determined by BOLT. Any failure by the Customer to return the ISO Tank Container in the condition required under this Agreement shall entitle BOLT to recover all costs, losses, and damages incurred, including but not limited to repair costs, replacement costs, cleaning charges, and any loss of rental income or business arising from the unavailability of the ISO Tank Container.
- The Customer shall also be liable for any delays in the return of the ISO Tank Container, and BOLT shall be entitled to charge the Customer for any additional costs, including but not limited to demurrage or detention fees, arising from the late or improper return of the ISO Tank Container. BOLT's determination of the condition of the ISO Tank Container upon return shall be conclusive and binding upon the Customer.
15. Return of ISO Tank Containers & Detention
- The Customer shall ensure that the ISO Tank Container(s) are returned within the specified free days as indicated in the booking confirmation, email correspondence, or Bill of Lading, calculated from the pick-up date at the Port of Discharge. Failure to return the ISO Tank Container(s) within the specified free period shall result in the automatic imposition of detention charges, commencing from the day immediately following the expiration of the free period, at the rate specified in the booking confirmation or as separately agreed in writing between the parties. Detention charges shall continue to accrue daily until the ISO Tank Container(s) are duly returned to the designated return location in accordance with this Agreement.
- The Customer is responsible for ensuring that all ISO Tank Container(s), after stuffing or loading, are returned to the designated port or terminal prior to the carrier cut-off period for loading onto the specified vessel. The Customer shall complete all required documentation for the nominated shipping line within the carrier's cut-off period. BOLT shall not be liable for any vessel delays, terminal handling charges, or ancillary costs arising from circumstances beyond BOLT’s control, and no waiver of detention charges or related fees shall be granted in such circumstances. In the event that the carrier booking is placed directly by the Customer, the Customer assumes full responsibility for any delays, shutout charges, ground rent, and all other charges related to terminal or equipment handling.
- In the event that the ISO Tank Container is surveyed but not picked up and the order is subsequently cancelled, the Customer shall be liable for a cancellation fee of $(*) per container, which shall cover the costs of the cleanliness survey, lifting-on/lifting-off (LOLO) charges, Equipment Interchange Receipt (EIR) documentation, and any other related services provided by BOLT or its agents. Should any specialized depot services be required, such as super tank gasket replacement, pickling, or passivation, the costs of such services shall be borne exclusively by the Customer.
- If the ISO Tank Container has been picked up but the order is cancelled thereafter, the Customer shall be liable for pre-demurrage charges, calculated from the inclusive pick-up date to the inclusive return date, with no free days granted, in addition to the cancellation fee and any costs for specialized depot services. The Customer agrees to bear all additional charges, including but not limited to shutout charges, ground rent, terminal handling charges, and equipment handling charges, that may be incurred in connection with the failure to return the ISO Tank Container(s) in a timely manner or as a result of failure to adhere to the carrier’s schedules.
16. Consequences of Failure to Return the ISO Tank
- In the event the Customer fails to return the ISO Tank Container to BOLT in accordance with the terms and conditions stipulated in this Agreement, including but not limited to the failure to return the ISO Tank Container within the specified free time or in the required clean and undamaged condition, such failure shall constitute a material breach of this Agreement. Upon such breach, BOLT shall be entitled, at its sole discretion and without prior notice to the Customer, to exercise any and all remedies available at law or in equity, including but not limited to, the immediate recovery and repossession of the ISO Tank Container, the imposition of detention charges, liquidated damages, and the recovery of all costs, losses, and expenses incurred as a result of such failure, including but not limited to, costs for cleaning, repair, repositioning, replacement, and any loss of income or business opportunity arising from the unavailability of the ISO Tank Container.
- The Customer further agrees to indemnify, defend, and hold harmless BOLT from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorney’s fees, arising out of or related to the Customer's failure to return the ISO Tank Container as required. BOLT shall have the right to pursue the full replacement value of the ISO Tank Container, in the event it is not returned or is declared a total loss, without prejudice to any other rights or remedies BOLT may have under this Agreement or applicable law.
- In the event of the Customer’s failure to return the ISO Tank Container in accordance with the provisions herein, BOLT’s rights to recovery shall be cumulative and not exclusive, and BOLT shall be entitled to pursue any and all available remedies simultaneously or consecutively, without waiving any rights or remedies.
17. Indemnity
The Customer shall indemnify, defend, and hold BOLT harmless, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, causes of action, liabilities, damages, losses, fines, penalties, judgments, costs, charges, and expenses, including but not limited to attorneys’ fees, court costs, and other legal expenses, arising out of or in connection with the use, possession, lease, operation, transportation, storage, or handling of the ISO Tank Container by the Customer, its agents, subcontractors, employees, or any third parties acting on behalf of the Customer. Such indemnification shall extend to any and all claims arising from property damage, personal injury, death, environmental contamination, breach of law, or any violation of the terms and conditions of this Agreement. The Customer’s obligations under this clause shall remain in full force and effect, notwithstanding the expiration or termination of this Agreement, and shall apply regardless of whether such claims arise from the negligence, strict liability, or other fault of the Customer or any other party.
18. Cancellation Fees and Pre-Demurrage Charges
- Upon the cancellation of any booking by the Customer subsequent to the release of the ISO Tank Container but prior to loading or shipment, the Customer shall incur an obligation to pay BOLT a cancellation fee, the quantum of which shall be determined in accordance with the rates set forth in the relevant booking confirmation or any other written agreement between the parties. The cancellation fee shall constitute liquidated damages reflecting BOLT’s anticipated losses and expenses arising from such cancellation and shall in no event be deemed or construed as a penalty.
- Should the ISO Tank Container have been surveyed, inspected, or collected by the Customer, and the booking thereafter cancelled, the Customer shall further be liable for pre-demurrage charges, which shall accrue from the date of pick-up until the return of the ISO Tank Container to the designated return point. Pre-demurrage charges shall be calculated at the daily rate prescribed in the booking confirmation, without any allowance for free days, and shall become immediately due and payable upon demand. The Customer shall additionally bear any and all ancillary costs, including but not limited to charges for cleaning, surveying, handling, storage, or repositioning, occasioned by the cancellation and return of the ISO Tank Container.
- Non-payment by the Customer of any cancellation fees, pre-demurrage charges, or ancillary costs shall constitute a material breach of this Agreement, entitling BOLT to pursue any and all remedies available at law or in equity, including but not limited to the immediate recovery of all amounts due, together with interest thereon, reasonable attorney’s fees, and any additional damages or losses sustained by BOLT as a result of the Customer’s breach.
19. Charges and Payment
- The Customer covenants and agrees to pay all charges associated with the lease and use of the ISO Tank Container, including but not limited to daily lease rates, transportation costs, handling fees, survey and inspection charges, storage fees, demurrage, detention, cleaning, repair, maintenance, and any other charges, fees, or costs specified in this Export Delivery Order or otherwise agreed upon in writing between the parties. All charges shall be calculated in accordance with the rates and terms set forth in this Export Delivery Order, booking confirmation, or other relevant documentation provided by BOLT.
- Payment Terms: The Customer shall make full and timely payment of all invoiced amounts within () days from the date of the invoice, without setoff, deduction, or withholding of any kind, unless otherwise expressly agreed in writing by BOLT. In the event of late payment, the Customer shall be liable for interest on the outstanding balance at the rate of ()% per month, compounded monthly, from the due date until payment is received in full. All late payments shall be subject to additional collection costs, including but not limited to legal fees, expenses, and disbursements incurred by BOLT in enforcing its rights under this Agreement.
- Disputed Invoices: If the Customer disputes any portion of an invoice, the Customer shall notify BOLT in writing within five (5) days of receipt of the invoice, specifying the nature of the dispute in detail. The Customer shall remain obligated to pay all undisputed portions of the invoice in accordance with the payment terms set forth herein. Failure to notify BOLT of any dispute within the specified time period shall constitute a waiver of the Customer’s right to dispute the invoice, and the invoice shall be deemed accepted and payable in full.
- Suspension of Services: BOLT reserves the right to suspend any and all services, including the release of additional ISO Tank Containers or continuation of transportation services, in the event of the Customer’s failure to make timely payment of any amounts due under this Agreement. Such suspension shall not relieve the Customer of its obligation to make full payment of all outstanding charges, nor shall it limit BOLT’s right to pursue any and all legal and equitable remedies for the recovery of unpaid amounts.
- Acceleration of Payment: In the event that the Customer fails to pay any amount when due, or if BOLT, in its sole discretion, determines that the Customer’s financial condition or creditworthiness has materially deteriorated, all amounts owed by the Customer to BOLT, whether or not due and payable, shall become immediately due and payable. BOLT shall be entitled to demand immediate payment of all outstanding sums and may take any legal or equitable action to recover the amounts owed.
- Indemnity for Collection Costs: The Customer agrees to indemnify and hold harmless BOLT from and against any and all costs, expenses, and liabilities, including but not limited to legal fees, arising from or relating to the collection of unpaid charges under this Agreement. This indemnity shall survive the termination or expiration of this Agreement.
20. Duration of Lease
- Lease Term: The lease period shall commence upon the Customer’s receipt of the ISO Tank Container, as evidenced by the Equipment Interchange Receipt (EIR) or any other mutually agreed documentation and shall continue until the ISO Tank Container is duly returned to a designated BOLT location, or to such other location as may be agreed in writing by the parties. The ISO Tank Container shall be returned in accordance with the Return Condition and Return of ISO Tank Containers & Detention clauses of this Agreement. Any delay in the return of the ISO Tank Container beyond the agreed lease period, or any failure to return the ISO Tank Container in the required condition, shall result in the automatic imposition of detention charges or any other applicable penalties as set forth in this Agreement or as otherwise agreed in writing.
- Extension of Lease: Any extension of the lease period shall require the prior written agreement of both parties, and such extension may be subject to additional lease charges, detention fees, or other costs as specified by BOLT at its sole discretion. The Customer acknowledges that any use or possession of the ISO Tank Container beyond the original lease period, without the prior written consent of BOLT, shall constitute an unauthorized extension of the lease, and the Customer shall be liable for all damages, costs, and expenses incurred by BOLT as a result of such unauthorized extension, including but not limited to increased lease rates, detention charges, and loss of income.
- Termination of Lease: BOLT reserves the right to terminate the lease at any time, with immediate effect, if the Customer breaches any provision of this Agreement, including but not limited to failure to make timely payment, improper use of the ISO Tank Container, or failure to comply with applicable laws or regulations. Upon termination, the Customer shall immediately return the ISO Tank Container to a designated BOLT location at the Customer’s expense, and the Customer shall remain liable for all charges, penalties, and costs accrued up to the date of return.
- Early Termination by Customer: In the event the Customer seeks to terminate the lease prior to the agreed lease term, the Customer shall provide BOLT with written notice at least (*) days in advance. Early termination shall be subject to BOLT’s written approval, and the Customer shall remain liable for any early termination fees, penalties, or additional costs incurred by BOLT as a result of the early termination.
21. Assignment and Subletting
- The Customer shall not assign, transfer, sublet, or otherwise dispose of its rights, duties, or obligations under this Agreement, whether in whole or in part, to any third party without the prior written consent of BOLT, which consent may be granted or withheld at BOLT’s sole and absolute discretion. Any purported assignment, transfer, or subletting in violation of this provision shall be null, void, and of no force or effect.
- Any such consent granted by BOLT shall not relieve the Customer of any of its obligations or liabilities under this Agreement, and the Customer shall remain fully liable for the performance of all terms, covenants, and conditions herein. The Customer further agrees to indemnify, defend, and hold BOLT harmless from and against any and all claims, damages, losses, liabilities, or expenses, including legal fees, arising from or related to any such unauthorized assignment or subletting, or any act or omission of the assignee, transferee, or sublessee, whether or not consented to by BOLT.
22. Default and Termination
- Default: In the event the Customer fails to make timely payment of any amounts due under this Agreement, breaches any term or condition of this Agreement, or violates any applicable law or regulation governing the use, handling, or transportation of the ISO Tank Container, BOLT reserves the right, at its sole discretion, to immediately terminate this Agreement without prior notice and repossess the ISO Tank Container. Any such default shall entitle BOLT to exercise any and all remedies available at law or in equity, including but not limited to the recovery of all outstanding charges, costs, damages, and expenses, including legal fees, arising from or related to the Customer's breach or default.
- Termination: Upon termination of this Agreement, whether by BOLT for default or by expiration of the lease term, the Customer shall immediately return the ISO Tank Container to the designated BOLT location or such other location as may be agreed in writing by the parties. The Customer shall return the ISO Tank Container in compliance with the Return Condition and Return of ISO Tank Containers & Detention clauses of this Agreement. If the Customer fails to return the ISO Tank Container upon termination, or if BOLT is required to retrieve the ISO Tank Container, the Customer shall be fully liable for all costs, expenses, and fees associated with the retrieval, repossession, transportation, and storage of the ISO Tank Container, including but not limited to demurrage, detention, and any other applicable charges.
- Remedies and Recovery: In addition to repossession, BOLT shall be entitled to recover all costs, losses, and damages incurred as a result of the Customer's default, including but not limited to the costs of repair, replacement, cleaning, decontamination, legal fees, and loss of income resulting from the unavailability of the ISO Tank Container. Any amounts unpaid by the Customer shall accrue interest at the rate specified in this Agreement, compounded monthly, until paid in full.
23. Non-Waiver of Rights
No failure, delay, or forbearance by BOLT in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Any waiver by BOLT of any provision of this Agreement shall be effective only if expressly made in writing and signed by an authorized representative of BOLT. Such waiver shall not be deemed a waiver of any other provision or of the same provision on any other occasion.
24. Force Majeure
- Neither party shall be deemed to be in breach of this Agreement, nor shall either party be liable for any delay in performance or failure to perform any of its obligations under this Agreement, if and to the extent that such delay or failure is caused by events, circumstances, or causes beyond the reasonable control of the affected party, including but not limited to acts of God, war, terrorism, insurrection, civil unrest, strikes, lockouts, industrial disputes, fire, flood, epidemic, pandemic, governmental actions, orders or restrictions, or any other event or circumstance of a similar nature (a “Force Majeure Event”).
- The affected party shall give prompt written notice to the other party of the occurrence of the Force Majeure Event, specifying the nature and anticipated duration of the Force Majeure Event and the extent to which the affected party’s performance is impacted. The obligations of the affected party shall be suspended for the duration of the Force Majeure Event. The affected party shall use all reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance of its obligations under this Agreement as soon as reasonably practicable.
- If the Force Majeure Event continues for a period of thirty (30) days or more, either party shall have the right to terminate this Agreement by giving written notice of termination to the other party. Such termination shall be without liability, except for any accrued obligations that remain outstanding as of the date of termination. If the lease is terminated as per this clause, the Customer shall at their costs, responsibility and expense return the ISO Tank container back to BOLT and settle all the charges related to returning the ISO Tank container and to clear & settle outstanding dues immediately without any demur and dispute.
25. Inspection Rights and Procedures
- BOLT reserves the right, at its sole discretion, to inspect the ISO Tank Container at any time during the lease period, while the ISO Tank Container is in the possession or control of the Customer, to verify the Customer's compliance with the terms and conditions of this Agreement. The Customer shall provide BOLT or its authorized representatives with immediate and unrestricted access to the ISO Tank Container for the purpose of conducting such inspections, including any necessary examination of documentation, records, or related information regarding the usage and maintenance of the ISO Tank Container.
- In the event any inspection reveals damage, misuse, non-compliance, or breach of the Customer’s obligations under this Agreement, the Customer shall be fully liable for all costs and expenses incurred by BOLT, including, but not limited to, the costs of repair, cleaning, and any necessary remedial actions. Such costs shall be payable by the Customer immediately upon demand. Failure to allow inspection or any interference with BOLT's right of inspection shall constitute a material breach of this Agreement, entitling BOLT to seek all available legal and equitable remedies.
26. Amendments
No alteration, modification, amendment, or variation of this Agreement shall be valid or binding upon the parties unless it is reduced to writing and executed by duly authorized representatives of both parties. Any purported amendment or modification not made in strict compliance with the foregoing shall be null, void, and of no legal effect. The execution of any amendment or modification shall not constitute a waiver of any prior or subsequent breach of any provision of this Agreement unless expressly stated in such amendment.
27. Confidentiality
- The Customer covenants and agrees to treat as strictly confidential all proprietary, technical, financial, commercial, and business information, including any trade secrets, documents, data, or materials, whether oral, written, or electronic, that it receives from BOLT or its representatives in connection with this Agreement (“Confidential Information”). The Customer shall not, without the prior written consent of BOLT, disclose, disseminate, or otherwise make available any Confidential Information to any third party, except as required by law or by any court, tribunal, or regulatory authority of competent jurisdiction.
- The Customer shall use the Confidential Information solely for the purposes of fulfilling its obligations under this Agreement and shall take all necessary precautions to prevent the unauthorized disclosure or use of the Confidential Information. This obligation of confidentiality shall survive the expiration or termination of this Agreement for a period of five (5) years, or such longer period as may be prescribed by applicable law.
- In the event that the Customer is required by law to disclose any Confidential Information, the Customer shall promptly notify BOLT in writing of such requirement, providing sufficient time for BOLT to seek a protective order or other appropriate remedy, and shall disclose only that portion of the Confidential Information which it is legally compelled to disclose.
28. Notices
- Any notice, demand, consent, or communication required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given when delivered by hand, transmitted by electronic mail with confirmation of delivery, or dispatched by registered or certified mail, return receipt requested, to the respective addresses of the parties as set forth in this Agreement, or to such other address as either party may designate in writing to the other.
- Notice shall be deemed to have been duly given:
a. on the date of delivery, if delivered by hand.
b. on the date of transmission, if transmitted by electronic mail and confirmed by the receiving party; or
c. three (3) business days after dispatch, if sent by registered or certified mail.
III. Failure or refusal to accept delivery of any notice shall not affect the validity of such notice, and such notice shall be deemed effective as of the date delivery was refused.
29. Severability
In the event that any provision, clause, or part of this Agreement is held to be invalid, illegal, or unenforceable by any court or tribunal of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Agreement, all of which shall remain in full force and effect. The parties agree that the invalid, illegal, or unenforceable provision shall be deemed automatically amended to the minimum extent necessary to render it valid and enforceable, or if such amendment is not possible, it shall be severed from this Agreement. The remaining provisions shall be construed and enforced as if such invalid, illegal, or unenforceable provision had never been a part of this Agreement.
30. Jurisdiction and Dispute Resolution
- This Export Delivery Order and the Terms and Conditions contained herein shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) as in force at the time of commencement of the arbitration. The SIAC Rules are deemed to be incorporated by reference into this clause.
- The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators. Each party shall appoint one (1) arbitrator, and the two (2) arbitrators so appointed shall appoint the third arbitrator, who shall act as the presiding arbitrator. Majority decision shall prevail and binding on the parties. In the event that the two party-appointed arbitrators fail to agree upon the appointment of the third arbitrator within thirty (30) days, the appointment shall be made by the President of the Court of Arbitration of SIAC. The arbitration proceedings shall be conducted in the English language.
- In respect of any proceedings commenced in a court of competent jurisdiction in Singapore under the International Arbitration Act (Chapter 143A) in relation to the arbitration or this Agreement, the parties irrevocably agree that such proceedings shall be brought exclusively before the Singapore International Commercial Court (“SICC”) and that the SICC shall have sole and exclusive jurisdiction over any such matters. The parties further waive any right to object to the jurisdiction of the SICC and agree that the decision of the SICC shall be final and binding on the parties. The costs and expenses of such Arbitration shall be borne by the parties equally initially and the winning party shall recover the costs and expenses from the other party on finalization of the matter.