Terms And Conditions

RENNEL LIMITED

GENERAL TERMS AND CONDITIONS
FOR THE SUPPLY OF ITS SERVICES

THE GENERAL TERMS AND CONDITIONS ARE ACCESSIBLE AT ANY TIME AND PERMANENTLY ON THE WEBSITE OF RENNEL LIMITED, ON THE LINK https://www.rennel.mu AND IN PARTICULAR THROUGH THE HYPERLINK LOCATED AT THE END OF ALL OUR EMAILS, ON OUR QUOTATIONS AND INVOICES. THE CLIENT CAN REQUEST IT AT OUR OFFICES OR BY EMAIL TO THE FOLLOWING ADDRESS: info@rennel.mu

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 12 HEREOF WHICH EXCLUDES OR LIMITS THE SUPPLIER’S LIABILITY AND WHICH REQUIRES THE CLIENT TO INDEMNIFY THE SUPPLIER IN CERTAIN CIRCUMSTANCES

Interpretation

The following definitions and rules of interpretation apply in these Conditions

1.1 Definitions

The following words and expressions shall have the meanings hereby assigned to them:

Applicable Laws means the laws and regulations of Mauritius and any other regulatory policies, guidelines or industry codes which apply to the Goods or the provision of the Services.

Charges means the charges payable by the Client for the supply of the Services in accordance with clause 8.

Client means the owner, consignor, sender, its employees, agents and anyone claiming an interest in the Goods or Consignment, including any consignee; or generally, a person at whose request or on whose behalf the Supplier undertakes any business or provides advice, information or the Services.

Client Default has the meaning set out in clause 2.

Conditions means the present General Terms and Conditions (GTC), as may be amended from time to time in accordance with clause 4 and/or as may be supplemented or amended by the Special Terms and Conditions (STC), itself subject to amendment from time to time in accordance with clause 16.4.

Confidential Information means any information, which by its nature is confidential, concerning the business, affairs, customers or suppliers of a party to the Contract.

Consents means all permissions, consents, approvals, certificates, permits, licences, agreements and authorities (whether statutory, regulatory, contractual or otherwise) necessary for the provision of the Services.

Consignee means the person to whom the Goods are consigned.

Consignment means all documents, cargo or packages that travel under one waybill and which may be carried by any means the Supplier chooses, including air, road or any other carrier.

Contract means the agreement entered into between the Supplier and the Client for the supply of Services, which shall comprise of the Contract Documents. The Contract shall be read as a whole.

Contract Documents means (i) the General Terms and Conditions (ii) the Special Terms and Conditions, in specific cases (iii) all attachments, schedules, appendices, and documents, whether in electronic format or otherwise, incorporated by reference therein. The Contract Documents, including any amendments thereto, shall be read and construed as an integral part of the Contract.

Contract Price means the price payable to the Supplier as specified in the Contract, subject to such additions and adjustments thereto or deductions therefrom, as may be made pursuant to the Contract

Commencement Date has the meaning given in clause 2.

Day means a business day, that is, Monday to Friday during the Supplier’s normal business hours.

Dangerous Goods has the meaning given in clause 10.

Goods means the whole or any part of the commodities, raw material, machinery and equipment, and/or other materials in relation to which the Services are provided by the Supplier and includes any Package supplied by or on behalf of the Client.

Order means the Client’s order for Services as set out in the Client’s purchase order form or the Client’s written or explicit acceptance of a quotation by the Supplier, as the case may be, pursuant to the terms of these GTC.

Owner means the owner of the Goods;

Package means any container, parcel or envelope that is accepted by the Supplier in accordance with the Specification.

Parties mean the Supplier and the Client.

Party means individually and indistinctly the Supplier or the Client.

Services means the services supplied by the Supplier to the Client as set out in the Specification.

Specification means the description or specification of the Services provided by the Supplier to the Client in writing or orally by telephone recorded conversations.

Subcontractor means any natural person, to whom execution of any part of the Services is subcontracted by the Supplier.

Supplier means Rennel Limited, a private limited company, registered in the Republic of Mauritius with business registration number C06014814, having its registered office address at ENL House, Vivéa Business Park, Moka, Mauritius, and includes its subsidiaries, affiliates, contractors, employees, agents and sub-contractors. Rennel Limited. is a licensee of Federal Express Corporation and a TNT associate in Mauritius.

Waybill includes any Consignment identifier or document produced by the Supplier or shipper automated systems such as a label, barcode, consignment note or other transit documentation as well as any electronic version thereof.

1.2 Interpretation:

Clause, Schedule and paragraph headings shall not affect the interpretation of the Contract.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
Unless expressly provided otherwise in the Contract, a reference to legislation or a legislative provision:
- is a reference to it as amended, extended or re-enacted from time to time, where such provision is mandatory as per Clause 2.3 below; and
- shall include all subordinate legislation made under that legislation or legislative provision.
Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written includes fax and email.

1.3 Priority of documents

All documents forming part of the Contract (and all parts thereof) are intended to be correlative, complementary, and mutually explanatory. For the purpose of interpretation, the priority of documents shall be in accordance with the following sequence:
- The Contract;
- The STC;
- The GTC;
- The Specification;
For the avoidance of doubt,
- whenever there is a conflict between the GTC and STC, the provisions of the STC shall prevail over those in the GTC
- whenever there is a conflict between the terms of any quotation and the GTC, the provisions of the GTC shall prevail.

Scope of the Conditions

Any Services provided by the Supplier, whether gratuitously or otherwise, shall be subject to the Conditions which are deemed to be incorporated into any agreement or arrangement between the Supplier and the Client.
These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
If any legislation is compulsorily applicable to any Services, these Conditions shall, as regards such Services, be read as subject to such legislation and nothing in these Conditions shall be construed as a surrender by the Supplier of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation. If any part of these Conditions is repugnant to such legislation to any extent, such part shall, as regards such Services, be void to that extent but no further.
These Conditions control to the extent that they do not conflict with the mandatory rules relating to liability for international carriage provided by the Warsaw or Montreal Conventions and their respective subsequent Protocols, other applicable conventions or any applicable tariff; or, for Consignments carried from and between specified locations within one country, with the mandatory rules relating to liability for carriage provided by the laws of that country.

Basis of Contract

The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
The Order shall only be deemed to be accepted when the Supplier issues explicit confirmation of the Order or the Client issues explicit confirmation of an offer for provision of services issued by the Supplier, in accordance with the terms of that offer, at which point and on which date the Contract shall come into existence (the “Commencement Date”). Such confirmation can take place by any means, be it in written or oral form, and by any medium of communication available to the Supplier and agreed beforehand with the Client. For the avoidance of doubt, payment by the Client of the fees and charges quoted by the Supplier and/or provision by the Client to the Supplier of his National Identity Card No or Tax Account No in reply to the said offer, shall be deemed to constitute an acceptance by the Client of the Supplier’s offer.
Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
Any quotation given by the Supplier is only valid for a period of 48 hours from its time of issue and is always subject to withdrawal or revision. Unless otherwise agreed in writing, the Supplier shall at any time, after acceptance, be at liberty to revise quotations or charges with or without notice in the event of changes outside the Supplier’s control including but not limited to changes in currency exchange rates, rates of freight, insurance premiums or any changes applicable to the Goods.

Supply of Services

The Supplier shall supply the Services to the Client in accordance with the Specification in all material respects.
In furtherance of the supply of the Services, the Supplier may offer an online platform to enable the Client to do business with the Supplier and which may allow the printing of labels, the scheduling of pickups, the storing of contact details, the tracking of Consignments and/or other functions related to the Services, which may be added or modified as the need arises and at the sole discretion of the Supplier. The use of such online platform shall be governed by separate terms and conditions, to be accepted by the Client.
The Supplier shall use all reasonable endeavours to meet any performance dates and times specified in the Specification, quotation, email or other means of communication forming part of the Contract and deemed appropriate by the Supplier but any such dates and times shall be estimates only and time shall not be of the essence for performance of the Services.
The Supplier reserves the right to amend the Specification if necessary, to comply with any Applicable Laws or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.
The Supplier warrants to the Client that the Services will be provided using a reasonable degree of care, diligence, skill and judgment.

Supplier’s rights and prerogatives

The Supplier shall be entitled to procure any or all of the Services as an agent or as a principal.
The charging by the Supplier of an inclusive price for any Services shall not in itself determine that the Supplier is acting as an agent or a principal in respect of such Services. The supplying by the Supplier of its own or leased equipment and/or facilities, shall not in itself determine that the Supplier is acting as an agent or a principal in respect of such Services.
The Supplier acts as an agent and never as a principal when providing Services in respect of or relating to customs requirements, taxes, licences, consular documents, certificates of origin, inspection, certificates and other services similar or incidental thereto.
The Supplier may perform any of the following activities on behalf of the Client or the receiver of the Consignment (the “Receiver”) in order to provide the Services :
- Export Consignments collected at the Client’s place of residence or workplace;
- Collect and deliver Consignments imported by the Client via the FedEx/TNT network, after their clearance has been approved and freight has been paid (where applicable);
- Act as broker for Clients in respect of the clearance of their Consignment even if same has not been travelling through the FedEx network
- offer warehousing services in respect of the Client’s Goods for such duration as may be agreed upon in writing by the parties and delivery of the Goods stored on request;
- offer general logistics services for sea or air import and export from collection to delivery;
- effect inland deliveries and collection of packages;
- complete any documents, amend product or service codes;
- pay, where applicable, any duties, taxes or penalties required under Applicable Laws (“Customs Duties”);
- redirect the relevant Consignment documents to Receiver’s customs broker or other address upon request by any person who the Supplier believes in its reasonable opinion to be authorized. In such event, the Client shall provide promptly to the Supplier by email, addressed to deliveryallowed@rennel.mu a confirmation of successful clearance issued by the customs authority in Mauritius, before the Supplier can proceed with delivery to the Client of the Goods.
The Supplier reserves to itself full liberty as to the means, route and procedure to be followed in the performance of any Services provided in the course of business undertaken subject to these Conditions. The Client agrees to all routing and diversion, including the possibility that the Consignment may be carried via intermediate stopping places.
The Supplier has the irrevocable right to open and inspect a Consignment without notice for safety, security, customs or other regulatory reasons and shall incur no liability of any kind therefore. Notwithstanding anything under this Agreement, the Supplier shall be entitled to comply with such legal requirements and cooperate with such relevant authorities regarding any Consignment.
When the Supplier contracts as a principal for any Services, it shall have full liberty to perform such Services itself, or, to subcontract on any terms whatsoever, the whole or any part of such Services.
When the Supplier acts as an agent on behalf of the Client, the Supplier shall be entitled, and the Client hereby expressly authorises the Supplier, to enter into all and any contracts on behalf of the Client as may be necessary or desirable to fulfil the Client’s instructions, and whether such contracts are subject to the trading conditions of the parties with whom such contracts are made, or otherwise.
The Supplier shall, within 14 days’ notice given by the Client, provide evidence of any contract entered into as agent for the Client.
The Supplier shall be entitled to retain and be paid all brokerages, commissions, allowances and other remunerations customarily retained by, or paid to, freight forwarders.
(A) The Supplier:
(i)       has a general lien on all Goods and Consignments and documents relating to such Goods and Consignments in its possession, custody or control for all sums due at any time to the Supplier by the Client on any account whatsoever, whether relating to Goods belonging to, or Services provided by or on behalf of the Supplier to the Client. Storage charges shall continue to accrue on any Goods detained under lien;
(ii)      shall be entitled, on at least 21 days’ notice in writing to the Owner of the Goods, to sell or dispose of or deal with such Goods or documents as agent for, and at the expense of, the Owner and apply the proceeds in or towards the payment of such sums;
(iii)      shall, upon accounting to the Owner for any balance remaining after payment of any sum due to the Supplier, and for the cost of sale and/or disposal and/or dealing, be discharged of any liability whatsoever in respect of the Goods or documents.
(iv) shall be entitled, on at least 24 hours’ notice in writing to the Client, to suspend the performance of the Services;
(B) When the Goods are liable to perish or deteriorate, the Supplier’s right to sell or dispose of or deal with the Goods (as the Supplier deems fit) shall arise immediately upon any sum becoming due to the Supplier, subject only to the Supplier taking reasonable steps to bring to the Owner’s attention its intention to sell or dispose of the Goods before doing so.
Should the Client, Consignee or Owner fail to take delivery of the Goods or Consignment at the notified time and place when and where the Supplier is entitled to deliver, the Client shall be notified to collect the Goods or Consignment at the Supplier’s offices; failing which the Supplier shall be entitled to store the Goods or Consignment, or any part thereof, at the sole cost and risk of the Client, Consignee or Owner, whereupon the Supplier’s liability in respect of the Goods or Consignment, or that part thereof, stored as aforesaid, shall wholly cease. The Supplier’s liability, if any, in relation to such storage, shall be governed by these Conditions. All costs incurred by the Supplier as a result of the failure to take delivery shall be deemed as freight earned, and such costs shall, upon demand, be paid by the Client.
The Supplier reserves its right to return the Consignment to the Client or destroy the Consignment should the Consignment’s clearance not be initiated within five (5) days of the arrival of the Consignment being notified to the Client.
The Supplier shall be entitled at the expense of the Client to dispose of or deal with (by sale or otherwise as may be reasonable in all the circumstances):
(i) after at least 21 days’ notice in writing to the Client, or (where the Client cannot be traced and reasonable efforts have been made to contact any parties who may reasonably be supposed by the Client to have any interest in the Goods) without notice, any Goods which have been held by the Supplier for 60 days and which cannot be delivered as instructed; and
(ii) without prior notice, any Goods which have perished, deteriorated, or altered, or are in immediate prospect of doing so in a manner which has caused or may reasonably be expected to cause loss or damage to the Supplier, or third parties, or to contravene any applicable laws or regulations.

Client’s warranties

The Client warrants that he is either the Owner or the authorised agent of the Owner of the Goods, and that he is authorized to accept and is accepting these Conditions not only for himself but also, where applicable, as agent for and on behalf of the Owner of the Goods.
The Client warrants that he has reasonable knowledge of the contents of his Consignment and/or of matters affecting the conduct of his business, including but not limited to the terms of sale and purchase of the Goods and all other matters relating thereto.
The Client warrants that the description and particulars of the Goods are complete, accurate and correct and shall provide any and all particulars pertaining to those Goods in a timely manner to the Supplier upon its request.
Unless the Supplier has agreed in writing to pack the Goods, the Client warrants that the Goods are properly and sufficiently prepared, packed, stowed, labelled and/or marked, and that the preparation, packing, stowage, labelling and marking are appropriate to any operations or transactions affecting the Goods, the characteristics of the Goods and in particular to withstand the ordinary risks of handling, storage and carriage.
The Client warrants that where the Supplier receives the Goods from the Client already stowed in or on a container or any other device constructed for the carriage of goods (each hereafter individually referred to as the “transport unit”), the transport unit is in good condition, and is suitable for the carriage of the Goods to the intended destination.
The Client warrants that it has complied with all Applicable Laws relating to the nature, condition, packing, handling, storage and carriage of the Goods. The Client warrants that all the Applicable Laws governing the entrance of the Goods in the Republic of Mauritius have been fulfilled and in particular that the details of the Goods are properly labelled in English without any need to process to particular additions to the details thereof upon the said Goods by the Client or his agent after the arrival of the Goods in Mauritius and that the said details are inscribed on the Goods according to the Applicable Laws.
The Client understands that the customs authorities in Mauritius may dispose of the Client’s Consignment, as it deems fit, if it is not cleared from customs or claimed within two (2) months of its landing date or such other date declared by law and warrants that it shall have not claim of whatsoever nature to make in that respect against the Supplier.

Client's obligations

1. The Client shall:

ensure that the terms of the Order and any information it provides for the purposes of any quotation and/or the Specification are complete, accurate and provided promptly;
inform the Supplier in writing of any special precautions required by the nature, weight or condition of the Goods forming the Consignment and provide the Supplier with all other information concerning the Goods necessary to enable the Supplier to comply with all Applicable Laws in respect of the storage and handling of the Goods;
fill in all applicable forms and give to the Supplier sufficient and executable instructions in a timely manner;
co-operate fully and in a timely manner with the Supplier and with the authorities in all matters relating to the Services or in any enquiry or investigation initiated;
provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Client’s premises and other facilities as reasonably required by the Supplier;
provide the Supplier in a timely manner, with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
obtain and maintain all explicit Consents which may be required for the Services before the date on which the Services are to start;
comply with any additional obligations as set out in the Specification.

2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations;
the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 2; and
the Client shall indemnify or pay the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

Charges and payment

In consideration of the provision of the Services by the Supplier, the Client shall pay the Charges, which shall be non-refundable unless otherwise agreed in writing by the Supplier.
The Charges for the Services shall be calculated in accordance with the Supplier’s fee rates, as may be displayed on the Supplier’s website or as may be notified to the Client on a quotation. Fee rates, if any, published on the website, are indicative only and do not bind the Supplier contractually.
The fee rates published or communicated by the Supplier are for the conveyance to all parts of the world of goods consisting of ordinary merchandise; the Client is responsible for the payment of any increase in rates, freights, premiums or other charges which may be imposed after the commencement of the transit. Works of art and other goods of high value, may be accepted at rates which are available from the Supplier on request. Any Customs duties, local taxes and charges, porterage, local delivery expenses and administrative costs for consolidating and referring the file to an external broker for the clearance of Goods are additional to the rates for carriage unless otherwise stated and shall be borne by the Client. All rates and charges when payable abroad are liable to be increased to cover the rate of exchange.
Save if otherwise provided following physical verification of the Consignment by the Supplier, Consignment charges are normally calculated according to the higher of actual or volumetric weight per piece and any piece may be re-weighed and re-measured by the Supplier to confirm this calculation. The Client, or the Receiver when the Supplier acts on Receiver’s behalf, shall pay or reimburse the Supplier for all Consignment charges or other charges due, or Customs Duties owed for services provided by the Supplier or incurred by the Supplier on Client’s or Receiver’s behalf. Payment of Customs Duties may be requested prior to delivery. If the Supplier uses its credit with the customs authorities or advances any Customs Duties on behalf of a Receiver who does not have an account with the Supplier, the Supplier shall be entitled to assess a fee.
The Supplier shall invoice the Client when it receives and accepts the Client’s Order or when there is written acceptance of a quotation by the Supplier.
The Client shall pay each invoice submitted by the Supplier:
- in advance of or on delivery unless credit terms have been agreed in writing with the Supplier; and
- in full and in cleared funds to a bank account nominated in writing by the Supplier, or in such manner as the Supplier may agree and subject to the limitations of the mode of payment under the legislation in force in the Republic of Mauritius and in particular the provisions of the Financial Intelligence and Anti-Money Laundering Act 2002 and any regulations made hereunder.
Any dispute as to the amount or accuracy of any invoice issued by the Supplier shall be raised by the Client immediately upon receipt of the invoice, failing which, the Client is deemed to have conclusively accepted that the invoice is complete and accurate.
All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax (VAT) chargeable from time to time, where applicable or such other applicable statutory taxes. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Client, the Client shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
If the Client fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 8, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment, together with an Attorney’s commission of 10% should the services of the latter be resorted to. Interest under this clause 8.8 will accrue each day at the rate of 4% a year above the Bank of Mauritius’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
The punctual receipt in full of sums falling due from the Client to the Supplier is critical to the operation of the Supplier’s business and its performance of its obligations to the Client. Accordingly, all amounts due under the Contract shall be paid in full without any set-off, reduction, counterclaim, deferment, deduction, or withholding (other than any deduction or withholding of tax as required by law). Time for payment shall be of the essence of the Contract.
Despite acceptance by the Supplier of instructions from the Client to collect freight, duties, charges, dues, or other expenses from the Consignee, or any other person, on receipt of evidence of proper demand by the Supplier, and, in the absence of evidence of payment (for whatever reason) by such Consignee, or other Person, the Client shall remain responsible for such freight, duties, charges, dues, or other expenses.

Insurance

The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding USD 100 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss and/or liability.

Unacceptable Consignments and Dangerous Goods

1 . A Consignment is deemed unacceptable if:

no customs declaration is made when required by applicable customs regulations;
it contains counterfeit goods or illegal items
it is prohibited on the FedEx network or on any other carrier network or in the destination country,
it is classified as hazardous material or of a dangerous, inflammable or radioactive character, prohibited or restricted articles by IATA (International Air Transport Association), ICAO (International Civil Aviation Organization), ADR (European Road Transport Regulation on dangerous goods) or other relevant organization (“Dangerous Goods”),
its address is incorrect or not properly marked or its packaging is defective or inadequate to ensure safe transportation with ordinary care in handling,
it contains any other item which the Supplier decides cannot be carried and/or imported safely or legally.

2. Without prior agreement in writing by an officer of the Supplier so authorised, the Supplier will not accept or deal with Goods:

that require special handling regarding carriage, handling, or security whether owing to their thief attractive nature or otherwise including, but not limited to bullion, currency, securities, precious stones, jewellery, valuables, antiques, pictures, human remains, living creatures, plants. Should the Client nevertheless deliver any such goods to the Supplier, or cause the Supplier to handle or deal with any such goods, otherwise than under such prior agreement, the Supplier shall have no liability whatsoever for or in connection with the Goods, howsoever arising.
of a dangerous or damaging nature, nor with Goods likely to harbour or encourage vermin or other pests, nor with Goods liable to taint or affect other Goods. If such Goods are accepted pursuant to a special arrangement, but, thereafter, and in the opinion of the Supplier, constitute a risk to other goods, property, life or health, the Supplier shall, where reasonably practicable, contact the Client in order to require him to remove or otherwise deal with the Goods. Such Goods may without notice be destroyed or otherwise dealt with at the sole discretion of the Supplier or any other person in whose custody they may be at the relevant time without compensation to and at the cost and expense of the Client.

3. Where the Client delivers to the Supplier, or causes the Supplier to deal with or handle Goods of a dangerous or damaging nature, or Goods likely to harbour or encourage vermin or other pests, or Goods liable to taint or affect other goods, whether declared to the Supplier or not, he shall be liable for all loss or damage arising in connection with such Goods, and shall indemnify the Supplier against all penalties, claims, damages, costs and expenses whatsoever arising in connection therewith, and the Goods may be dealt with in such manner as the Supplier, or any other person in whose custody they may be at any relevant time, shall think fit.

Data protection

The parties shall comply with applicable data protection laws and regulations in force. The Supplier shall process personal data pursuant to its Privacy Policy which can be accessed via this link: https://rennel.mu/privacy-policy/

Limitation of liability

References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract and/or Services hereunder including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Nothing in this clause 12 shall limit the Client’s payment obligations under the Contract.
Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:.
- death or personal injury caused by negligence; and
- fraud or fraudulent misrepresentation.
The Supplier’s liability in respect of any one Consignment transported by air (including ancillary road transport or stops en route) is limited by the Montreal Convention or the Warsaw Convention as applicable, or in the absence of such Convention, to the lower of (i) the current market or declared value, or (ii) USD 100 per Consignment. Such limits shall also apply to all other forms of transportation.
If the Client regards these limits as insufficient it must make a special declaration of value and make its own insurance arrangements
The Supplier’s liability is strictly limited to direct loss and damage to a Consignment only and to the per Consignment limits in clause 12.4. All other types of loss or damage are wholly excluded, including but not limited to:
- loss of profits.
- loss of sales or business.
- loss of agreements or contracts.
- loss of anticipated savings.
- loss of use or corruption of software, data or information.
- loss of or damage to goodwill; and
- indirect or consequential loss.
even if the risk of such loss or damage was brought to the Supplier’s attention.
The Supplier does not undertake that the Goods shall depart or arrive by any particular date. The Supplier will make every reasonable effort to deliver the Consignment according to the Supplier’s regular delivery schedules, but these schedules are not binding and do not form part of the Contract. The Supplier is not liable for any damages or loss caused by delay. Where any special arrangement has made between the Client and the Supplier with respect to departure or arrival dates, the Supplier’s liability for loss or damage as a result of failure to deliver, or arrange delivery of goods, in a reasonable time, shall not in respect of the relevant Contract, in any circumstances whatever exceed the per consignment limits in clause 12.4.
Except in so far as otherwise provided by these Conditions, the Supplier’s total liability to the Client:
- for loss arising from the Supplier’s failure to comply with its data processing obligations under clause 11 shall not exceed USD 100 per Consignment; and
- for all other loss or damage shall not exceed USD100 per Consignment.
Any claim by the Client against the Supplier arising in respect of any service provided for the Client, or which the Supplier has undertaken to provide, shall be made in writing and notified to the Supplier within 14 days of the date upon which the Client became, or ought reasonably to have become, aware of any event or occurrence alleged to give rise to such claim, and any claim not made and notified as aforesaid shall be deemed to be waived and absolutely barred. The notice must identify the event and the grounds for the claim in reasonable detail. Claims are limited to one claim per Consignment, settlement of which will be full and final settlement for all loss or damage in connection therewith.
Notwithstanding the provisions of clause 12.9 above, the Supplier shall in any event be discharged of all liability whatsoever and howsoever arising in respect of any service provided for the Client, or which the Supplier has undertaken to provide, unless suit be brought and written notice thereof given to the Supplier within six months from the date of the event or occurrence alleged to give rise to a cause of action against the Supplier.
Advice and information, in whatever form it may be given, is provided by the Supplier for the Client only. The Client shall indemnify the Supplier against all loss and damage suffered as a consequence of passing such advice or information on to any third party.
The Client shall be solely liable for and shall hold harmless and keep the Supplier indemnified from and against:
- all liability, loss, damage, costs and expenses whatsoever (including, without prejudice to the generality of the foregoing, all duties, taxes, imposts, levies, deposits and outlays of whatsoever nature levied by any authority in relation to the Goods) arising out of the Supplier acting in accordance with the Client’s instructions, or arising in connection with or incidental to a wrong or misleading declaration and/or description of the Goods and any action by the relevant authorities as a result thereof or arising from any breach by the Client of any warranty contained in these Conditions, or from the negligence of the Client;
- without derogation from sub-clause (i) above, any liability assumed, or incurred by the Supplier when, by reason of carrying out the Client’s instructions, the Supplier has become liable to any other party;
- all claims, costs and demands whatsoever and by whomsoever made or preferred, in excess of the liability of the Supplier under the terms of these Conditions, regardless of whether such claims, costs, and/or demands arise from, or in connection with, the breach of contract, negligence or breach of duty of the Supplier, its employees, sub-contractors or agents.
The Client undertakes that no claim shall be made against any director, servant, employee or contractor of the Company which imposes or seek to impose upon them any liability in connection with any Services undertaken by the Company and if any such claim is made, to indemnify the Company and the said director, servant, employee or contractor against all consequences thereof.
This clause 12 shall survive termination of the Contract.

Termination

Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if:

the Client’s Default under clause 7.2 lasts for a period exceeding 48 hours;
the Client repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of the Insolvency Act 2009;
the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
an application is made to court, or an order is made, for the appointment of an administrator;
the Client fails to pay any amount due under the Contract on the due date for payment and remain in default not less than 14 days after being notified in writing to make such payment;
any declaration made by or warranty given by the Client in clause 6 is found to be untrue or misleading.

Consequences of termination

On termination or expiry of the Contract, the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt.
Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

Force majeure

The Supplier shall neither be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event.
A Force Majeure Event means any event, circumstance or cause not within the Supplier’s reasonable control, including but not limited to:
- acts of God, flood, drought, earthquake, tsunami or other natural disaster;
- epidemic or pandemic;
- terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
- nuclear, chemical or biological contamination or sonic boom;
- any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence or consent;
- collapse of buildings, fire, explosion or accident;
- any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same Group as that party);
- non-performance by suppliers or subcontractors (other than by companies in the same Group as the party seeking to rely on this clause); and
- interruption or failure of utility service.
The Supplier shall:
- as soon as reasonably practicable after the start of the Force Majeure Event notify the Client in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
- use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
If the Force Majeure Event prevents, hinders or delays the Supplier’s performance of its obligations under this Agreement the Supplier’s performance shall be suspended for such time during which the Force Majeure Event lasts.

General

16.1 Assignment and other dealings.

The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

16.2 Confidentiality

Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any Confidential Information, except as permitted by clause 2(b).
Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 2; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.3 Entire agreement.

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
The Supplier makes no warranties whether express or implied as to its services hereunder, other than those explicitly set out in this Agreement.
Nothing in this clause shall limit or exclude any liability for fraud.

16.4 Amendment.

The Supplier may unilaterally amend these Conditions at any time by publishing the amendments on the Supplier’s website. All contracts concluded by the Supplier and the Client after such publication shall be subject to the amended Conditions.

16.5 Rights and remedies.

The rights and remedies conferred on the Supplier under these Conditions shall be cumulative and shall be in addition to and without prejudice to any rights or remedies otherwise available (whether at law or in equity) to the Supplier.

16.6 Waiver.

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16.7 Severance.

16.8 Notices.

Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by registered post or other next working day delivery service at its registered office (if a company) or his residential address in the Contract Documents (in any other case); or sent by fax to its main fax number or sent by email to the address specified in the Contract Documents.
Any notice or communication shall be deemed to have been received:
- if delivered by hand, at the time the notice is left at the proper address;
- if sent by registered post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
- if sent by fax or email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 8(b)(iii), business hours mean 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause 8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

16.9 Counterparts

The Contract may be executed and delivered in one or more counterparts, which may be delivered by facsimile transmission or electronic image transfer, and each counterpart when so executed and delivered will be deemed an original, and all such counterparts will together constitute one and the same document. The parties agree that the electronic signature of a party to the Contract shall be as valid as an original signature of such party and shall be effective to bind such party to the Contract. The parties agree that any electronically signed document shall be deemed (a) to be “written” or “in writing,” (b) to have been signed and (c) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means; “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a “pdf” (portable document format) or other replicating image attached to an e-mail message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.

16.10 Governing law.

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Republic of Mauritius.

16.11 Jurisdiction.

Each party irrevocably agrees that any dispute, controversy, difference or claim arising out of or relating to the present contract may at any time be referred, by consenting parties, to mediation under the Mediation Rules of the Arbitration and Mediation Center of the Mauritius Chamber of Commerce and Industry (MARC). In the event no mediation is attempted, or if mediation is attempted and no settlement is reached within 30 days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute, controversy, difference or claim shall be referred, or referred back as the case may be, to be finally resolved by arbitration administered by the Arbitration and Mediation Center of the Mauritius Chamber of Commerce and Industry (MARC) under the MARC Arbitration Rules in force when the Request for Arbitration is submitted. The seat of arbitration shall be Mauritius. The law of this arbitration clause shall be Mauritius law. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.