Definition

Centalyne Obligations

• Centalyne does fulfillment which comprises warehousing, packaging and labeling , call center services , for E-COMMERCE AGREEMENT.
• Ensure that shipments that are not delivered due to any reason is returned to the initial pick up point
• Where CENTALYNE COMPANY LTD is unable to deliver a shipment , there shall be three attempts at delivering the said shipment within a 5 days period .Where such shipment is undelivered after three attempts , the shipment shall be returned to the Client.
• Where CENTALYNE COMPANY LIMITED receives sealed shipments contents of which are not ascertainable on the face of the packages CENTALYNE COMPANY LIMITED shall not be liable for any defects therein.
• CENTALYNE COMPANY LIMITED shall not ship prohibited goods. We therefore completely dissuade delivering such due to safety, health risks or trade embargoes or economic sanctions.
• The company reserves all rights not to accept to enter into certain contracts without further explanations and shall not be liable in any way.
• CENTALYNE COMPANY LIMITED reserves all rights to choose to use any method POSSIBLE, AVAILABLE and ABLE to convey the package from source to the required destinations. However, if the client specifies the mode of transportation to be used , the client is held to meet all the extra cost required by the specific mode of transport and all the liabilities.

Declared Value Limit

• You shall ensure that the declared value for customs and carrier shown on the waybills equals the actual cash value of the Shipment. If requested, you shall provide true and valid commercial invoices or receipts to prove the declared value of the Shipment.
• For any Shipment with a declared value in excess of the declared value limits set forth in the policy published on CENTALYNE’s official website, CENTALYNE is entitled to additional charges in accordance with CENTALYNE's charging standards.
• For the avoidance of doubt, the acceptance for carriage of any Shipment with the declared value specified on the waybill and/or the receipt of additional charges do not constitute a waiver of CENTALYNE’s limit of liability herein.
• CENTALYNE has the right to decide in its sole discretion whether to accept, check, inspect or reject a Shipment for any reason whatsoever. Regardless of whether CENTALYNE accepts, checks, inspects or rejects a consigned Shipment, you shall not be excused from your duty to make a truthful declaration.

Unacceptable shipments

You agree and acknowledge that all of the following types of Shipments are deemed unacceptable and shall not be shipped, and you shall indemnify and hold CENTALYNE harmless from any loss or damage in connection with or resulting from your failure to comply with this requirement, whether or not CENTALYNE accepts, checks, inspects or rejects the consigned Shipment

• The Shipment is classified as hazardous materials, dangerous goods, or prohibited or restricted articles by International Air Transport Association (IATA), International Civil Aviation Organization (ICAO), European Agreement Concerning the International Carriage of Dangerous Goods by Road (ADR) or other relevant organizations;
• The Shipment goes against or does not comply with applicable customs, data protection, sanctions, embargoes, or other applicable laws and regulations of the import/export countries or regions.
• The Shipment is classified as protected wild animals, endangered wild animals or its products, counterfeit or fake commodities, infringing products, or items that are prohibited from carriage by laws or regulations;
• The Shipment contains such item which CENTALYNE believes cannot be carried safely or legally, including but not limited to: animals, currency, negotiable instruments in bearer form, precious metals and stones, firearms, parts thereof or ammunition, human remains, pornography material, or illegal narcotics/drugs.

Liabilities and Indemnity

• You shall indemnify and hold CENTALYNE harmless from any loss or damage in connection with or resulting from your failure to comply with the following warranties and representations, whether or not CENTALYNE accepts, checks, inspects or rejects the consigned Shipment:
• All information regarding and marks on the Shipment provided by you are true, complete, legible and accurate;
• If you authorize another person to complete the information on your behalf, the completed information shall be confirmed by you in person and you shall bear all risks arising from the acts of the authorized person;
• The Shipment MUST be prepared and packed safely, properly and reasonably with caution by you during the preparation, storage and transportation to the extent that the Shipment can be transported safely;
• If you authorize another person to pack the Shipment on your behalf, you shall ensure that the Shipment is packed with prudent and reasonable care and complies with the standards of safe transportation, that CENTALYNE is protected against unauthorized interference during Shipment preparation, storage and transportation, and that you shall bear all risks arising from the acts of the authorized person;
• You shall not jeopardize the national security, public security, or legal rights of citizens, legal persons or other organizations through delivery channels.

• Receipt of the Shipment by the receiver without written notice of damage on the delivery record is prima facie evidence that the Shipment was delivered in good condition.
• Claims for Shipment damage or shortage (visible) shall be submitted to CENTALYNE in writing, with relevant supporting evidence attached, within 7 calendar days after the date of delivery. In case of route interruption, the claim shall be filed within two-weeks (14) days from the date of CENTALYNE's acceptance of the Shipment. Otherwise, the Shipment will be deemed as delivered in good condition and CENTALYNE will not assume any liability. Only one claim may be made for each Shipment and the settlement thereof shall be full and final in respect of that Shipment.
• After a claim request is accepted, CENTALYNE has the right to inspect the original Shipment and the packaging materials used, to acertain if the recommended materials for packaging was used in the packaging of the shipment at hand.
• CENTALYNE is not obligated to act on any claim until all Shipment charges have been paid. The Shipment charges shall not be offset against the claim amount and the claim is only between the shipper and CENTALYNE.
• If you believe that the compensation limits provided herein are insufficient to cover possible losses, you must make your own insurance arrangements.The Maximum compensation amount should not exceed 1,000 KES per waybill.
• CENTALYNE's liability, including but not limited to liability for total or partial loss or damage to a Shipment and custom brokerage services, is strictly limited to direct loss only and to the limitations set forth in Claim condition section. CENTALYNE shall not be liable for any indirect losses, including but not limited to loss of earnings, actual use, or business opportunities that might be gained from the Shipment, whether or not CENTALYNE is aware of the risk of these losses or damages.
• CENTALYNE will make every reasonable effort to deliver the Shipment according to CENTALYNE's regular delivery schedule, but delivery times are not guaranteed and do not form part of the T&C. CENTALYNE is not liable for any damage or loss caused by delay.

NOTICES

Any notice to be given under or in connection with this agreement , shall be deemed to have been given by a party if it is delivered by hand(including commercial courier) , email or sent by faxmail to the other party(receipt of such notice(s) must be duly acknowledged) at the address or telephone number given in the contract

FORCE MAJEURE

• Neither party shall be liable for delay in performing or failure to perform any of the provisions of this agreement due to any event constituting FORCE MAJEURE EVENT . For the purpose of this agreement ,FORCE MAJEURE shall mean events or circumstances outside the reasonable control of either party to this agreement which they could not have reasonably foreseen and guarded against and which by exercise of reasonable care and diligence they are unable to prevent including but not limited to Acts of God and natural disasters, outbreak of hostilities, adverse weather, riots , civil disturbances , the act of any government authority , fires , explosions , malicious damage , boycotts, strikes , lockout or industrial action of any kind.
• Where any of the events described in above , the party claiming relief shall give written notice to the other of the event causing the force majeure and thereafter the operation of this agreement shall be suspended until such circumstances shall have ceased . Forthwith, upon the event ceasing to exist , the party relying upon it shall give written advice to the other of this fact.
• In the event that the force majeure event continues for a period of up to 30days and substantially affects the commercial intention of this agreement , the affected party shall have the right to terminate this agreement upon written notice of such intention to terminate.

CONFIDENTIALITY

Neither party shall reproduce , disclose or use the others confidential nor proprietary information , except as may be essential to perform its obligations under this Agreement , or with prior written authorization of the other party. You agree that CENTALYNE can process your waybill information in accordance with the applicable laws, regulations, and the Privacy Policy.

FORBEARANCE

Any failure by either party to insist upon strict compliance with any provision of this agreement shall not constitute a waiver thereof for the future and all provisions herein shall remain in full force and effect.

LANGUAGE AND APPLICABLE LAW

This agreement shall be governed in accordance with Kenyan Law , including all matters of constitution , validity and performance and MUST take place in kenya under kenyan jurisdiction. The governing language of this Agreement and communication relating to it shall be English.