FEDERATION OF MALAYSIAN FREIGHT FORWARDERS

2010 STANDARD TRADING CONDITION

Address: WISMA SFFLA, 23, JALAN CEMERLANG, 42000 PORT KLANG, SELANGOR D.E., MALAYSIA TEL: +603 - 3165 3081 FAX: +603 3165 3082 E-MAIL: secretariat@fmff.net

TABLE OF CONTENTS
SECTION 1: MANUAL GUIDE
INTRODUCTION ------------------------------------------------------------------------------------------------------ PAGE 1 HISTORICAL DEVELOPMENTS ------------------------------------------------------------------------------------ PAGE 1 to 2 APPLICATION OF THE STC ----------------------------------------------------------------------------------------- PAGE 2 to 3 LIMITATION OF THE LIABILITY ----------------------------------------------------------------------------------- PAGE 3 CHOICE OF LAW AND JURISDICTION --------------------------------------------------------------------------- PAGE 3

SECTION 2: GENERAL PROVISIONS

APPLICATION OF THE STANDARD TRADING CONDITIONS ---------------------------------------------- PAGE 4 DEFINATIONS -------------------------------------------------------------------------------------------------------- PAGE 4 to 6 CARGO INSURANCE ------------------------------------------------------------------------------------------------ PAGE 6 FAILURE TO TAKE DELIVERY OF THE GOODS UPON ARRIVAL AT DESTINATION ------------------- PAGE 6 GENERAL DELIVERY OBLIGATIONS ----------------------------------------------------------------------------- PAGE 6 to 7

THE CUSTOMERS OBLIGATION AD LIABILITY

INFORMATION AND INDEMNIFICATION --------------------------------------------------------------------- PAGE 7

GENERALA LIABILITY AND EXCLUSIONS

LIMITATION OF LIABILITY ---------------------------------------------------------------------------------------- PAGE 7 to 8 GENERAL EXCLUSIONS AND TIME BAR ----------------------------------------------------------------------- PAGE 8

LAW AND JURISDICTION

APPLICATION OF MALAYSIAN LAW AND LEAGAL FORUM ---------------------------------------------- PAGE 8 NOTICES AND COMMUNICATIONS ---------------------------------------------------------------------------- PAGE 8

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INTRODUCTION In whatever type of business you are involved with, the most important denominator for your business is obviously the sales and revenues being generated. Then again, based on English common law system, which is practiced in about 2/3 of the worlds economies in its original or modified form, there is a need to establish the written terms of a contract. This will ascertain the scope of liability for any breach of contract and how claims or disputes are to be handled. The Standard Trading Conditions (STC) is important in that it is meant to establish the ambit of contractual liability in the event of a breach, be it arising from sale of goods or performance of services. As freight forwarders and logistics operators, you are providing a service to your customers and all the more since the scope of business for your services covers a very wide spectrum and most importantly, goods of unknown values are being entrusted into your care custody and control. You are therefore a custodian of the goods and it is your duty to deliver the goods as intended by the customers, who are either the shipper or consignee or even a fellow freight forwarding agent. It is obvious that in todays business setting, you could either have your own staff or employees perform the freight forwarding job or you can hire another party who can either be your agent or act as independent contractor. If you are operating as a common road carrier, that is, a land transport agent, you should make a practice to issue a Transport Waybill. This will settle some of the issues over liability which commonly occurs when goods are collected from the warehouse or port. It is also recommended that transporters and truckers are armed with digital cameras to record incidents that may lead to a claim and or to preserve evidence of liability. In some instances, you can be made liable as if you are the principal or under certain conditions, you can be sued as an agent. Having ready evidence is therefore a good practice. In law, the liability of a principal and that of an agent is very different. The English common law of vicarious liability states that the agent, unless proven to be an independent contractor, is always acting on the instruction and advice of a principal and therefore the principal will always be made liable for the acts of negligence of an agent unless it is outside the scope of an agent or that the agent acted independently. In your business, you will need to understand your exposures to any claim. Unlike a carriers liability which is embraced in an Ocean Bill of Lading (or a Master Bill of Lading) or Airways Bill, freight forwarding or logistics operators liability can be more varied as there could be contractual risks beyond simple a simple claim or dispute. Carriers liabilities are also protected by legislations and conventions. The introduction of the STC into your business contracts incorporating the applicable legislations and multimodal conventions are defences which can be a hedge to limit your liabilities for any claim or dispute. The STC is not meant to be a comprehensive contractual terms governing the contract of carriage. It is just a documentary evidence to show some of the terms of a contract of carriage. If the event where the claim arose is not covered within the STC, the courts will look at other evidence available under the common law system such as customs and industry practices. This means that the courts will look at the transactions and past business conducts to interpret the event and incorporate terms which are not contained in the STC or the written contract of carriage. You must therefore never forsake insurance cover against the risk of your professional negligence and it is best ensure that your customers acquire their own marine insurance cover on their goods whilst handed into your care custody and control because your liability is contractually limited in the event of any claim. The STC stipulated such terms and conditions which forms part of the contract of carriage between you and your customers. HISTORICAL DEVELOPMENTS During the early 19 century, there were goodwill established between businesspeople and their customers in this trade. th However, as we entered into the 20 century, the simple transaction involving carriage of goods became complex involving many facets of work where services are required of the industry operators. Commercial values of most goods have also risen and the business of shipping evolved. Professional standards are required to handle the growing demands for carriage of goods. The straightforward exclusive services of bailment and carriage from point A to point B evolved to become multimodal transportation and the exposures now passed international boundaries and borders where the regulatory framework poses many challenge for operators. 1
th

There are distinct differences between moral obligations as opposed to that of contractual or legal obligations. Whilst the moral obligations rely on commercial consideration to compensate or admit liability for any claim, the latter relies on legal principles to determine causation and liability. If there is negligence on the part of the operator, the floodgate of liability can be open and the claimant can take an action under torts. The STC drafted specifically for the benefits of members is meant to determine and limit the scope of contractual or legal liability and how the responsibilities arising from the contract of carriage entered into between members and their customers can be contained into specific ways where disputes are handled and liabilities for compensation limited. Members can adopt in full or adapt the terms contained in the STC into your current waybills or other contracts of carriage. It is however necessary to follow the industry scopes and practices so that the first line of defence can be established. Whilst the STC is intended to be as comprehensive as possible, it is just not possible to anticipate every risk and events, when and how it will arise. This brief manual contained a simple presentation and suggestion for the STC to be implemented effectively. APPLICATION OF THE STC In any legal action on business matters, there is always a phenomenon that arose as a result of the application of standard trading conditions or terms of contractual liability. This is what the court called Battle of the forms. In short, whose terms and conditions apply and whether they are exclusive in their scope to the exclusion of all others. For multimodal operators, which include even the office-based agency, unless you are exclusively domestic operators, the exposure is more often than not international or cross-borders and the scope of liability or exposures are not what you might perceive. The seller of services, that means the multimodal operator whose services is engaged by customers, is often the first point of determination and the buyer is said to have acquired and paid for the services based on the terms quoted by the seller. There could be parties behind the seller or services but these can only be declared only where it is practicable. Here is where the elements of offer and acceptance in the law of contract forming the evidence of a contract of carriage begin. This is also the starting point for the settlement of any dispute. The law called this fair bargain on equal footing or laissez-faire, that is, both parties are trading willingly on the agreed terms and conditions without the influence of any others and the consideration or the amount of freight to be paid is specified leading to the matter on how the services are to be conducted. Therefore, there is a need to establish that the seller has its own terms for which the buyer accepts. This is where the STC comes into play as the terms of contract in order to achieve the front position in the battle of the forms. Then the pricing and conduct of the services is positioned against the industry or market conditions. Where the STC does not cover the dispute arising, the STC provides for conventions and legislations that are applicable and will be construed to patch the lacuna that existed. The STC have also been drafted to contain provisions for settlement of any claim or disputes and most importantly, how liability can be limited. It is therefore necessary to ensure that the application of the STC passed the blue pencil test. This therefore brings in the concept of notice and acceptance. Please remember that where the scope of liability falls within contractual terms, the claim is settled on the basis of what is contained within the written contract. But if it falls outside, there is common law tortious liability which can become fatal for some businesses in the event of a claim that involved high value goods or goods of large volume. The English requires that in order for the forwarder to impose a notice limiting his liability and for it to be effective, the term has to be noticed, understood and accepted by the customer. Among others, the court ruled in various historic case laws that an acknowledgement from the customer, based on the common law of contract, has to be in writing and actually seen and understood by the customer before it can become effective.

On this position, it brings us to the concept of notice and acknowledgement. Whilst there are other ways, the following are suggested:1. Before signing off after every quotations or letters, the following clause should be conspicuously added, All transactions are conducted in accordance with the Companys Standard Trading Conditions where liability for any direct or indirect loss of or damage to the goods is limited. A copy of the Companys Standard Trading Conditions can be requested or viewed at [state the website address]. In addition to that, on the back of every delivery document or clearance receipt, before the customers signed the acceptance, the STC should be printed. In most cases, this is found in Bill of Lading or Waybill. For Hauliers, the STC can also be printed on the reverse of their transport waybills or receipts. It is obvious however that in order to contain a few thousand words on a single page, the prints will be fine but that will draw the attention of the customer that there exists certain terms and conditions limiting liability. It is the customers duty to read and understand but the obligations is on the operators to draw the customers attention to such terms of contract. If the Company is an accredited member of a professional trade association, the STC can be posted on the associations website and easily accessible to the public. In fact, the Company should provide a link to such a document on either the Companys or associations websites.

2.

3.

LIMITATION OF LIABILITY The whole subject of limitation and exclusion of liability is fraught with danger for the multimodal operator because there is the concept of negligence at common law or otherwise known as the law of torts. In other words, unless the operator discharged a reasonable duty of care in respect of the customers goods, the STC cannot become effective. There is also no foolproof situation covered by the STC because many claims and disputes arose from differing situation of facts and evidence. Under contract, the liability or compensation limit is one or replacement or indemnity. The law of torts however demands that if the operator is negligent, the limit of liability for compensation cannot be contained on replacement or indemnity. It has to be more than just refunding the freight paid. This finally brings into attention the need for a risk limitation instrument in the form of insurance covers. There are many multimodal insurance covers available in the commercial insurance marketplace and one has to seek out bespoke suitable solution to contain the level of loss and to suit the members operational needs. Needless to say, the insurance will work alongside the STC and one cannot survive effectively without the other. Again, there is the emphasis that the concept of requiring the customers to secure marine cargo insurance is very important because there will be certain perils outside the scope of a multimodal operators liability, such as General Average, detention or piracy. The containment of such liability or exposures for occurrence or events like these will not be on the operators but the customers. The member will not be required to answer for such occurrences. This is however outside the scope of this subject on the application of the STC. The specific limits are contained in the STC drawn up and approved by the association and therefore it is necessary to familiarize yourselves with the applicable limits and the maximum liability. In the event of any claim, if the member chose to settle on commercial grounds, the limits contained in the STC can be used as a guide. CHOICE OF LAW AND JURISDICTION By default, the law of the country where the multimodal operator is domiciled applies. There are already in existence many multimodal conventions which are international regulations governing the logistics operations and coupled with the local legislations where the conduct of business takes place, the choice of law and jurisdiction requires no further elaboration. However, it is necessary to suggest that the member be aware that any claim or dispute can either be arbitrated in a commercial court or by private tribunal that need not be within the territorial boundary of domicile.

NOTICE: Customers are advised that any business transactions with any accredited members of the Federation of Malaysia Freight Forwarders and/or its component states associations are governed by the Standard Trading Conditions as contained herein. If not specified in any written contract, these conditions are incorporated by reference.
GENERAL PROVISIONS

1. Applicability of the Standard Trading Conditions 1.1. The Standard Trading Conditions (STC) contained herein shall be interpreted and construed in accordance with and governed by the laws of Malaysia and any legislations and/or conventions, adopted or ratified and incorporated into the laws of Malaysia, including its subsequent amendments or enactments, if any. 1.2. All transactions entered into between any accredited members of the Federation of Malaysia Freight Forwarders and/or its component states associations (collectively called FMFF) with the customers are subject to the application of the STC and such other rules and regulations implemented by prevailing applicable legislations and/or conventions and/or their subsequent amendments or enactments, if any. 1.3. The customers, by notice contained in any transactional advices, agree and acknowledged that the STC are deemed to be incorporated into the contract of carriage and shall supersede any other terms of the contract which are in conflict with these conditions except that which are incorporated by legislations and/or conventions and/or their subsequent amendments or enactments, if any. 1.4. Unless otherwise contained to the contrary, the member performs the role of an agent of principals, which shall be deemed to include the carriers and such other performing parties operating and contracting as carriers or representatives and agents of carriers. 2. Definitions 2.1. Arbitration shall mean the conduct of resolution of commercial disputes presented before an arbitral tribunal constituted in accordance with the provisions of the Arbitration Act (2005) and/or any applicable legislations and/or conventions ratified and admitted into the laws of Malaysia including its applicable subsequent amendments or enactments, if any. 2.2 Association whether used in the singular or plural form shall mean the FMFF and/or any of its component states associations which are societies duly registered under the Societies Act (1966) and having their own Rules and Regulations or Memorandum and Articles of Associations, among others, implementing its own code of conduct or code of ethics regulating its members. 2.3. Authority shall mean a duly constituted legal or administrative office or the person exercising the vested powers of such an office in any jurisdiction and that includes but not limited to the state or municipal office, port authorities and the customs board. 2.4. Bill of Lading or Waybill shall mean the evidence of the contract of carriage, including that which is electronically documented or not available in the printed form, and shall bear the same meaning as provided for in the applicable legislations and/or conventions. 2.5. Carriers whether used in the singular or plural form shall refer to the company which owns and operates commercial scheduled liners, vessels and/or land transportation vehicles and carrying equipments, licensed to conduct the business of carriage of goods and conveyance services. The term shall be deemed to include the agents or representatives contracting as carriers where the agents or representatives issued such documents denoting a contract of carriage as a carrier. 2.6. Company is used when the member conducts its business as a freight forwarder or an agent providing such services for the conveyance of goods and services and that shall include, among others, the carriage of goods (whether wholly or partially) by sea, consolidation of the goods for carriage, storage, handling, packing or distribution of the goods for delivery or carriage as well as any ancillary and advisory services in connection therewith, including but not limited to port and customs clearance and related ancillary matters, procuring insurance on the goods, collecting or procuring payment or documents relating to the goods. 4

2.7. Consignee whether used in the singular or plural form is the party entitled to take delivery of the goods, whether through an agent acting on their behalf or by any person who is directly and legally vested with interest in the goods, and where applicable shall bear the same meaning as the buyers or the intermediary party accepting the goods whether for onward transit or final taking of delivery at the destination port. 2.8. Customer shall mean the same as the shipper or owner of the goods and/or any party acting on behalf of the owner or any persons legally interested in the goods and has the authority to provide instructions or be entitled to the rights or obligations under the contract of carriage concluded with the member. 2.9. Dangerous Goods shall bear the same meaning as that contained in any applicable legislations and/or conventions governing Dangerous Goods and among others, shall include certain graded and controlled liquids or chemicals and materials, flammable goods, and any other materials or goods, including its shipping units, which will become a danger to lives and property. 2.10. Documentary shipper refers to the party named as Shipper in any documentary title, whether the document is in the printed form or electronically and digitally documented, and may mean the same as the shipper or actual owner of the goods, or the agent acting on behalf of the shipper, who contracts with the member to move the goods. 2.11. Equipments refers to the transportation or shipping unit used to consolidate, contain or pack the goods for transit under the carriage contract and that includes the containers and its chassis, where applicable, pallets, transportable tanks and other similar articles customarily used in the transportation of goods. 2.12. Electronic Data Interchange or EDI refers to the computerized data interchange where such documentary titles or transactions pertaining to the carriage of goods are stored, retrieved or transmitted. Provided that the EDI complies with internationally accepted secured e-commerce protocol operated and controlled by the Authorities or on its behalf, the EDI electronic documents, including the Bill of Lading or Waybill and/or such other correspondences or electronic mails may be accepted as evidence of transactions for the carriage of goods when retrieved into print or transmitted between terminals. 2.13. Freight means the remuneration payable to the carrier and/or the member acting as agent on behalf of the carrier, for the services rendered in the carriage of goods and, if not specified, may include charges for such other ancillary services provided by the member. 2.14. General Average has the same meaning as that contained in the York-Antwerp Rules (2004). 2.15. Goods shall mean anything that has commercial value stipulated in the contract of carriage and is movable and tangible and that includes the transportation or shipping units customarily used to transport the goods. 2.16. Legislations and Conventions shall include the laws of Malaysia and where applicable, the international multimodal conventions including, the Hague-Visby Rules (1968); Hamburg Rules (1978); the Rotterdam Rules (2009) and the CMR (1956) and where applicable for carriage of goods by air, the Warsaw Convention (1929) as amended by the Montreal Protocol (1995). 2.17. Multimodal Transport refers to the movement of goods by a combination of conveyances, other than wholly or partially by sea, and where the contract of carriage is based on such a term, shall mean door-to-door shipments where the contracting carrier undertakes delivery of the goods until the final destination, which is other than a Port, as contained in the Bill of Lading or Waybill. 2.18. Port-to-Port means the member contracts to carry the goods from the Port of Origin or Port of Loading, including any transshipment ports, to the Port of Destination or Port of Discharge. 2.19. Shipper has the same meaning as the owners of the goods or any persons acting on behalf of the owners, including the agents or representatives, vested with legal interest in the contract of carriage of the goods to a destination. 2.20. Special Drawing Rights or SDR means the unit of monetary value or compensation as determined by the International Monetary Fund. 5

2.21. Valuables means any negotiable instruments and includes bullion, coins, money, precious stones, jewellery, antiques, pictures, work of art and any similar goods of certain value or carried at Agreed Value specified in the Bill of Lading or Waybill. 3. Cargo Insurance 3.1. The member is not obliged to advise, procure or effect marine cargo insurance cover on the goods unless the customer has given specific instructions for the member to acquire such insurance coverage to indemnify the shipper or consignee or any other persons legally vested with interest for the safe delivery or receipt of the goods. 3.2. All such insurance cover, if procured on behalf of the customer, are bound at such applicable premium rates, terms and conditions and exclusions contained in the contract of insurance by the insurance company or underwriters notwithstanding that the member collects the premium as part of the handling charges for the carriage of goods. The member does not undertake any professional liability or responsibility to ensure that the coverage so acquired is sufficient or provides comprehensive indemnity for the loss of or damage to the goods. 3.3. Where no insurance cover is procured on the goods, in the event of a General Average being declared and notified by the carrier or the master of the carrying vessel acting on behalf of the carrier, the customer shall procure a bankers guarantee as required security and/or deposit such required cash collateral for the release of the goods held by the appointed Average Adjusters. 4. Failure to take final delivery of the goods upon arrival at destination 4.1. If at any time there is any dispute arising over the control of the goods upon arrival at destination hindering the final delivery or taking delivery of the goods, the customer shall continue to be liable for any subsequent or recurring costs and expenses incurring therefrom the date the incident occurs and shall indemnify the company accordingly for such further costs and expenses. 4.2. Where documentary title to the goods has not yet passed, the customer is still interested as the shipper and shall indemnify the company for all such further costs and expenses incurring, including all demurrages, customs duties and fines and outstanding freight or warehousing charges and any recovery expenses to conduct final delivery of the goods. 4.3. Where the dispute persists and upon the shippers inability to resolve the same with the consignee or any other buyer 30 calendar days after arrival of the goods or from the date such dispute arose, the company shall be vested with a General Lien on the goods and may either exercise the rights to confiscate and/or to accordingly forfeit and dispose the goods in any manner deemed fit and proper so as to make good and/or recover any further costs and expenses. 4.4. All negotiations and correspondences taking place between the member and their appointed destination agent or representative to attempt delivery or taking delivery of the goods and/or to resolve any disputes arising between the shipper and consignee and other legally interested parties are conducted as agent for and on behalf of the customer and/or the actual owners of the goods. 4.5. In the event a General Lien is notified to the customer and/or the shipper and/or any legally interested parties, the company shall conduct sale and disposal of the goods by auction, whether by private arrangement or by public notification, the nett proceeds shall accordingly be used to defray the cost of auction, the costs and expenses owing to the company and then the customer and/or actual owners of the goods if there remains any amount thereafter. 4.6. Notwithstanding the above, the company shall be entitled to full indemnity from the customer in respect of any amount owing or any outstanding costs and expenses in the final delivery of the goods. 5. General delivery obligations 5.1. The member shall carry out his services according to the customer's instructions and as agreed it being understood that the instructions shall be complete and clearly communicated. Otherwise, the member may at the risk and expense of the customer act accordingly to supplement such incomplete instructions and advice so as to complete the contract of carriage.

5.2. The member shall contract for and on behalf of the customer to engage the services of other providers, including but not limited to carrier, clearing agents, land transport operators, warehousing operators, customs brokers and others, for the final delivery of the goods to the consignee or any legally interested parties as instructed by the customer. 5.3. The company may with or without notice to the customer or shipper exercise its own discretion or arrange to carry the goods on or under deck and/or substitute the means, route and procedure to be followed in the handling, stowage, storage and transportation of the goods pending the delivery or taking of delivery of the goods or upon its arrival at destination. 5.4. Where an inability to deliver the goods for any reason whatsoever occurs, the company may at its discretion arrange for the goods to be stored at the most convenient destination pending final instructions from the customer or the owners of the goods and such additional costs and expenses shall be accordingly accrued for the account of the shipper. THE CUSTOMER'S OBLIGATIONS AND LIABILITY 6. Information and Indemnification 6.1. The customer shall be deemed to have truthfully and accurately declared all particulars relating to the general nature and description of the goods, their marks, numbers, weights, volume and quantity and, if applicable, the dangerous character of the goods, as furnished. 6.2. The customer shall be liable for all loss or damage, costs, expenses and any fines or charges imposed by the authority resulting from the inaccurate, fraudulent or incomplete information or instructions provided for the carriage of the goods. 6.3. In the event the company shall become liable to any other party resulting from the inaccurate or fraudulent information, whether the company is negligent or otherwise, the customer shall indemnify and hold harmless the company accordingly for such action taken against the company. 6.4. Where other costs and expenses are payable, including duties or such other additional charges, the company shall be entitled to claim the same on the customer, notwithstanding there being any claim on the company for any loss of or damage to the goods, the monies so paid out by the company on behalf of the customer shall become payable without any reduction or deferment on the account of any claim, counter-claim or set-off against any amount owing to the company. GENERAL LIABILITY AND EXCLUSIONS 7. Limitation of liability 7.1. The company acts as a freight forwarding agent and is only liable for the failure to exercise reasonable care in the performance of the contract of carriage and delivery of ancillary services relating to the delivery or taking delivery of the goods. 7.2. Unless notice of loss of or damage is given in writing to the company, the handing over or the taking delivery of by any party entitled to take delivery is prima facie evidence of the delivery of the goods in good order and condition. Where such loss or damage is not apparent at delivery, the same prima facie effect shall apply if notice in writing is not given within six calendar days after the date the goods have been handed over or from the date of taking delivery of the goods. 7.3. The member is not liable for acts of error and omission by any third parties involved with the carriage of the goods, such as, but not limited to, carriers, warehousemen, stevedores, port authorities and other performing party, unless there are evidence to prove that the member failed to exercise due diligence in selecting, instructing or supervising such third parties. 7.4. Where the company is liable as principal, whether by implied or expressed undertaking or through providing the ancillary services as an independent contractor, the customer shall provide such evidence of the members negligence as principal, including any independent third party investigation survey report, to the company within 21 calendar days upon the arrival of the goods at destination or on such date the goods should have arrived at destination. 7

7.5. If the company is liable in respect of loss following delay or deviation of the vessel or the conveyance, such liability shall only be limited to an amount not exceeding the remuneration relating to the service giving rise to the delay or deviation or the reasonable additional expenses incurred in respect of the reasonable recovering of delay following deviation. 7.6. Where the goods have not been delivered to the destination within a period of 90 calendar days after the date the goods ought to have been delivered, in the absence of evidence to the contrary, the goods shall be treated as lost. The value of the goods for the assessment of compensation of loss or damage shall be determined according to the current commodity exchange price index or, if there is no such price indication available or applicable, according to any reasonable market value or, by reference to the normal value of the goods of the same kind and quality but in no event shall exceed that which is originally contained in the documentary evidence. 7.7. The company shall in no event be liable for valuables or dangerous goods unless the value and/or nature of the goods has been declared and expressly agreed by the company in writing and noted accordingly in the Bill of Lading or Waybill provided however that the company shall not be liable for the maximum loss or damage as contained therein. 7.8. In the event the company is proven to be liable for any loss or damage, including any financial loss resulting from any error or omission suffered by the customer, the liability shall be based on the principle of indemnity and limited to 666.67 SDR of account payable per shipping unit or two (2) SDR per gross kilogram weight on the goods lost or damage. Notwithstanding the limitation contained herein, the maximum liability of the company for any loss or damage shall not under any circumstances exceed MYR150,000 (Malaysia Ringgit One Hundred Fifty Thousand only) or such other amount in equivalent currency. 8. General Exclusions and Time Bar 8.1. The company shall not be liable for any loss of profit, loss of market and/or loss of opportunities caused by any delay or deviation of the vessel and/or the unreasonable delay in delivery or taking delivery of the goods at such date the goods should have been delivered. 8.2. In any event, where any physical loss or damage to the goods has occurred, upon first discovering such loss or damage when delivery of the goods has been delivered, unless notice in writing is given within 14 calendar days upon arrival of the goods, together with any independent third party investigation survey report, the goods are deemed to have been delivered without damage. 8.3. Unless otherwise expressly agreed in writing, the company shall be discharged from all claims and any further liability provided that action is brought within nine calendar months after the delivery of the goods, or the date when the goods should have been delivered, or the date when the goods is treated as lost. 8.3. Any claim not made and notified accordingly shall be time barred except where the customer can show that it was impossible to comply within the time limit stipulated. LAW AND JURISDICTION 9. Application of Malaysian law and legal forum 9.1. Unless otherwise agreed, any action against the company may only be commenced in Malaysia where the company has its principal place of business and shall be decided according to the applicable legislations and/or conventions including its subsequent amendments or enactments. Where the action against the company commenced at any place other than Malaysia, the application of Malaysian law and/or applicable conventions shall be mandatory. 9.2. All commercial disputes arising from the contract of carriage incorporating the STC contained herein shall be firstly resolved by negotiation and/or arbitration in accordance with the Arbitration Act (2005) unless the court summarily agrees otherwise that the disputes may not be determined by arbitral process. 10. Notices and Communications 10.1. All notices and communications between the member and the customer shall be made to the last known address in writing or by emails and shall be considered delivered and received upon any acknowledgement or return receipt. 10.2. Where notices and communication is not delivered to the last known address for any reason whatsoever, the notices and communication shall be considered delivered upon being posted on a public board or advertised or published in any public media or customary forum. 8