TERMS AND CONDITIONS

Updated 2025

The use of services provided by General Cargo S.A. and its associated companies constitutes full and continuous acceptance of these Terms and Conditions, without the need for an additional signature. These Terms and Conditions are subject to the laws of the Republic of Panama, as well as international regulations applicable to maritime transport, such as the Hague-Visby Rules and the SOLAS Convention. By accepting them, the customer acknowledges and agrees to these legal provisions, which are listed below:

  1. HEADINGS: The headings (printed in uppercase) are inserted for convenience and do not form part of the contractual clauses.
  1. DEFINITIONS: 
  • The B/L or Bill of Lading (in Spanish, Conocimiento de Embarque): A legally essential document in maritime and multimodal transport. 
  • MERCHANT: The term “Merchant” shall refer to the shipper, consignee, bill of lading (B/L) holder, and cargo owner.
  • CONTRACTOR: The transport operator that issues or under whose authority this B/L is issued, including its employees, agents, and carriers, i.e., GENERAL CARGO, GENERAL CARGO PANAMA, WORLD ASIA LATINOAMÉRICA.
  • CARRIER: Includes any external carrier designated by the Contractor to perform the transport. Such carriers operate under their own responsibility and are not employees or agents of the Contractor.
  • ASSOCIATED COMPANIES: This contract includes the sister companies of General Cargo, S.A., including General Cargo Panama and World Asia Latin America, which shall enjoy the same rights and protections established in these terms.
  1. MERCHANT’S (CUSTOMER’S) RESPONSIBILITY

3.1 DECLARED CONTENT: The Merchant guarantees the accuracy of the content, weight, measurement, value, and nature of the goods. Any false, incorrect, or omitted declaration shall be the sole responsibility of the Merchant. The Merchant shall indemnify the Contractor for any loss, damage, fine, or expense incurred due to incorrect declarations.

3.2 TRUTHFUL DECLARATION AND DUE DILIGENCE: The Merchant agrees to complete all required due diligence before moving any cargo, without exceptions. In the event of non-compliance, any resulting situation, including losses, damages, delays, or requests from competent authorities, shall be the sole responsibility of the Merchant, and the Contractor shall be exempt from any obligation and/or liability.

3.3 ACTING AS SHIPPER: The Contractor shall not be registered nor appear as the “shipper” in any transport document unless otherwise agreed in writing between the parties. However, the responsibility for the shipment shall remain exclusively with the Merchant.

  1. LIMITATION OF LIABILITY

4.1 Exclusion of Liability: The Contractor shall not be liable for losses, damages, or delays caused by:

  • Force majeure, natural disasters, pandemics, strikes, or acts of war.
  • Customs or governmental inspections.
  • Dangerous or harmful goods incorrectly declared.

4.2 Liability Limit per Package: The Contractor’s liability for loss or damage shall not exceed $500 (U.S. dollars) per package or unit, unless the Merchant declares a higher value in writing before shipment and pays the corresponding additional freight charges.

  1. DANGEROUS AND HARMFUL CARGO

The Merchant must provide written notification of dangerous, flammable, or harmful goods and supply all required documentation in compliance with international regulations, such as the IMDG Code. In the event of non-compliance, the Contractor shall have the right to reject, destroy, or dispose of such goods without any liability and with the right to recover any associated costs.

  1. CONTRACTOR’S OBLIGATIONS AND RIGHTS OVER THE CARGO

6.1 Delays: The Merchant shall be responsible for delays in loading, unloading, and customs clearance. Any costs associated with such delays shall be borne by the Merchant.

6.2 Unclaimed Cargo: If the Merchant does not take possession of the goods within a reasonable period—immediately in the case of perishable goods and within 30 calendar days for general goods—the Carrier and/or the Contractor shall have the right to store, auction, or dispose of them at the Merchant’s risk and expense, including perishable goods that may be destroyed or sold immediately to cover freight and transport costs. However, despite the above, if there remain outstanding balances, the Contractor shall have the right to collect the unpaid amounts, which the Merchant accepts and agrees to fulfill.

6.2.1 OBLIGATION TO TAKE DELIVERY: If the Merchant fails to take the goods at the time the Contractor is entitled to deliver them, the Contractor shall be free, at the Merchant’s exclusive risk and cost, to place the goods in custody. In the case of perishable goods, they may be destroyed or auctioned immediately. For other goods, the Contractor may dispose of them 30 days after arrival.

  1. CLAIM NOTIFICATION

Any claim for loss or damage to the goods or cargo must be notified in writing to the Contractor within seven (7) days after the delivery of the goods. If no legal action is taken within twelve (12) months after delivery, the Contractor shall be exempt from all liability, and the Merchant waives any right to claim.

  1. FREIGHT AND CHARGES

8.1 Earned and Non-Refundable Freight: Freight shall be considered earned upon receipt of the goods and shall not be refundable, regardless of whether the goods are lost or do not reach their final destination.

8.2 Cancellation Fees: If a shipment is canceled after logistics coordination has begun, the Merchant shall pay a cancellation fee, which shall be determined based on the origin and costs incurred up to that point.

8.3 Additional Charges: The Contractor may apply origin and/or destination charges, surcharges, cancellation fees, and/or extraordinary charges, which shall be paid by the Merchant. Additionally, any fee, tax, or expense related to the goods shall be solely borne by the Merchant.

8.4 Liens: The Contractor shall have the right to exercise liens on the goods and any related documents to guarantee the payment of freight, surcharges, and other outstanding costs.

8.5 Accuracy in Declaration: The Merchant guarantees the accuracy of the declaration regarding the content, weight, measurement, and value of the goods. If a discrepancy is determined, the Merchant shall be responsible for additional costs and liquidated damages, including withholdings, which shall include double the correct freight minus the freight paid or any other lesser charge.

8.6 Non-Payment of Invoices: The Merchant agrees to settle all payments according to the established credit terms. In case of default, the Contractor shall have the right to:

a) Retain the original Bill of Lading (B/L) until the outstanding amounts are settled.

b) Immediately suspend or terminate the credit terms and all legal transactions with the Merchant.

c) Exercise any lien rights over the involved goods.

d) Initiate legal proceedings for the recovery of outstanding amounts, whose costs shall be borne exclusively by the Merchant.

  1. PARAMOUNT CLAUSE: If the goods are transported by sea, in whole or in part, the Hague- Visby Rules contained in the International Convention for the Unification of Certain Rules of Law Relating to Bills of Lading (dated August 25, 1924, as amended by the 1968 and 1979 Protocols) shall apply to this contract, regardless of any provision to the contrary.
  2. LIABILITY SUBROGATION: If an external Carrier is liable to the Contractor for the loss or damage of the goods, the Contractor shall have the right to subrogate the Merchant in all rights and claims against such Carrier. In such a case, the Merchant shall reimburse the Contractor for all legal costs and expenses incurred in the claim process.
  3. CUSTOMS INSPECTIONS AND DETENTIONS: The Merchant shall be solely responsible for any cost, fine, delay, or expense incurred due to inspections, detentions, or procedures carried out by customs authorities or other governmental entities, including storage costs, delays, and fines. The Contractor shall not assume any responsibility for delays resulting from such inspections or procedures unless gross negligence or willful misconduct on its part is proven.
  4. DELAYS CAUSED BY THE MERCHANT, CUSTOMS, ETC.: The Merchant shall be responsible for promptly loading and unloading containers, trailers, or other equipment provided by the Contractor or on its behalf. Additionally, any delay caused by customs inspections, governmental authorizations, or other administrative processes shall be borne exclusively by the Merchant, including associated costs.
  5. GENERAL AVERAGE: If a General Average is declared on a vessel transporting the goods, the Merchant agrees that its obligations shall be governed by the York-Antwerp Rules of 1994 or any applicable later version. The Merchant shall contribute its proportional share of any extraordinary expense or sacrifice incurred to preserve the common cargo, including charges incurred in the process.
  6. DISPUTE RESOLUTION: Any minor dispute shall be resolved in good faith between the parties. If no agreement is reached, resolution shall be sought through independent legal counsel. The Contractor shall not be liable for any legal costs incurred by the Merchant in such cases.
  7. PERISHABLE GOODS AND DECLARED VALUES: In the case of perishable or high-value goods, the Merchant is responsible for declaring their specific nature and insuring the cargo. Failure to declare or insure shall be the sole responsibility of the Merchant.
  8. CARGO INSURANCE: It is the sole responsibility of the Merchant to obtain adequate insurance for the goods throughout the transportation process. The Contractor shall not be liable for damage, loss, or deterioration of the goods if they are not insured, nor shall it be obliged to obtain insurance on behalf of the Merchant unless there is a prior written agreement.
  9. WEIGHT DECLARATION AND OVERLOAD: The Merchant is responsible for providing a Verified Gross Mass (VGM) Declaration in accordance with the requirements of the SOLAS Convention. If the declaration is not provided or is inaccurate, the Contractor shall have the right to reject transport, retain the container, or proceed with loading at the exclusive risk and cost of the Merchant. Any fines, delays, or expenses resulting from non-compliance with this obligation shall be the responsibility of the Merchant.
  10. TIME LIMITATION: The Contractor shall be exempt from all liability under this contract unless legal action or arbitration (if agreed upon) is initiated against it within one (1) year from the date of delivery of the goods or from when they should have been delivered. This time limit applies to all claims, regardless of their nature.
  11. MARITIME TRANSPORT ON-DECK OR UNDER-DECK: The Contractor shall have the freedom to stow the goods either on deck or under deck as deemed appropriate and necessary. If the goods are stowed on deck, the Contractor shall not be liable for losses, damages, or delays directly or indirectly caused by maritime conditions, weather, or any other factor inherent to on- deck transport.

The Merchant agrees that, unless a prior written agreement is made, the Contractor is not required to inform whether the goods will be stowed on deck. If the Merchant explicitly declares that the goods must be transported under deck, they must notify the Contractor in advance in writing and assume any associated additional costs.

  1. FORCE MAJEURE: The Contractor shall not be liable for losses, damages, or delays caused by events beyond its reasonable control, including but not limited to natural disasters, wars, civil unrest, pandemics, labor strikes, or any other force majeure event. In such cases, the Contractor may suspend or modify transport as deemed necessary.
  2. MULTIMODAL TRANSPORT: This contract covers multimodal transport, meaning that the goods may be transported by more than one mode (maritime, land, air) as necessary. Each segment of the transport shall be subject to the laws and regulations applicable to the respective mode. The Contractor shall not be liable for losses, damages, or delays occurring in segments not directly controlled by it.
  3. PENALTIES FOR INACCURATE INFORMATION: The Merchant shall be responsible for any loss, fine, delay, or additional expense resulting from incorrect or incomplete information provided to the Contractor, including but not limited to cargo descriptions, weight, dimensions, values, or customs documentation. The Contractor shall have the right to charge the Merchant a penalty of up to 200% of the additional costs incurred.
  4. DATA PROTECTION: The Contractor shall collect and process the Merchant’s information solely to fulfill contractual and regulatory obligations. The data shall be treated confidentially and shall not be shared with third parties, except when necessary to comply with applicable laws, when required by a competent authority, or with the express consent of the Merchant.
  5. EXTENDED LIMITATION OF LIABILITY: The Contractor, including its employees, agents, subcontractors, and designated carriers, shall be exempt from all liability for losses, damages, delays, or costs associated with the transportation of goods, unless these are the direct result of proven gross negligence or willful misconduct. The liability limitations established in this contract shall apply and extend their protection to all natural and legal persons acting on behalf of the Contractor, including but not limited to employees, agents, and subcontractors, without prejudice to the rights and defenses available under this contract.
  6. JURISDICTION AND APPLICABLE LAW: Any dispute shall be resolved exclusively in the courts of the Republic of Panama, applying Panamanian laws, including the Commercial Code and other regulations applicable to maritime and land transport. Additionally, the Contractor shall comply with applicable international regulations, including the rules of the SOLAS Convention and the UN Multimodal Transport Code.

This contract is in accordance with the Commercial Code of the Republic of Panama, the General Customs Law, and Law 55 of 2008 on Multimodal Transport. Additionally, operations shall be governed by Law 41 of 2007 and the International Convention for the Unification of Certain Rules on Bills of Lading (Hague-Visby Rules). The Merchant acknowledges their obligation to comply with all applicable local and international regulations related to cargo, including inspections, documentation, and insurance.

25.1 LOCUM CITANDI ET EXECUTANDI: The Merchant and the Contractor agree that any claim, dispute, or legal proceeding related to this contract shall be resolved exclusively in the courts of the Republic of Panama, which shall be considered the place of citation and execution of this agreement.

Any dispute shall be subject to Panamanian laws, excluding the application of laws from any other jurisdiction. The parties expressly waive any other forum that might have jurisdiction, unless the Contractor decides otherwise in writing.

25.2 Arbitration as an Optional Alternative: If the parties fail to reach a good-faith resolution of a dispute, they may choose to resolve it through arbitration instead of Panamanian courts. Said arbitration shall be administered by the Panama Center for Conciliation and Arbitration (CeCAP) in accordance with its regulations. The arbitration venue shall be Panama City, Republic of Panama, and the language shall be Spanish. Each party shall bear its own legal costs, and the arbitral decision shall be final, binding, and enforceable for both parties. This arbitration provision shall apply only if both parties agree in writing to use it for the resolution of a specific dispute.

  1. OFFICIAL LANGUAGE OF THE CONTRACT: These Terms and Conditions are drafted in Spanish, which shall be considered the official language for all legal purposes. In case of discrepancies between the Spanish text and any translation into another language, the Spanish text shall prevail.

 

General Cargo S.A. and its affiliated companies reserve the right to modify these Terms and Conditions at any time. The modifications will be published on the official website and will be considered accepted with the continued use of the services.