1. Definitions

Applicable Laws means all applicable international and/or domestic laws (including common law), regulations, regulatory policies, statute, guidelines, standards, industry codes, any recommended practices or any other legislative measure or enactment of any government, local government, statutory or regulatory body or court in Suhara Logistics’ domicile which apply to the exercise of the parties’ rights or to the performance of their obligations from time to time in force. 

Conditions means the terms and conditions set out in this document as amended from time to time. 

Contract: means these Conditions together with the Suhara Quotation, Mandatory Policies and the confirmation of acceptance by the Customer (including, but not limited to all appendices, agreed amendments, additions or revisions to such Contract). 

Effective Date means the date the Contract has been executed by the parties as shown at the bottom of the Suhara Quotation. 

Mandatory Policies means the business policies and/or codes of Suhara Logistics included in the Contract, as amended by notification to the Customer from time to time.  

Suhara Logistics or we or us means Suhara Logistics Tanzania Limited, a company incorporated and registered in the United Republic of Tanzania with company number 79106 and whose registered office is at Plot 961/1, Block ‘A’, Chamazi, Temeke, Dar es Salaam, Tanzania. 

Suhara Quotation means the written quotation or proposal provided by Suhara Logistics to the Customer, outlining the scope of the Freight Forwarding Services, applicable fees, charges, and any specific terms or conditions relating to the provision of such services, as agreed upon and accepted by the Customer in writing. 

Freight Forwarding Services means services of any kind relating to the carriage, consolidation, storage, handling, packaging or distribution of the Goods as well as ancillary and advisory services in connection therewith, including but not limited to customs and fiscal matters, declaring the Goods for official purposes,, as detailed in the Suhara Quotation, each in accordance with the laws and regulations of the United Republic of Tanzania. 

Customer means any person having rights or obligations under the Contract, having agreed and accepted to be bound by the terms set out therein. 

Goods means the goods (or any part of them) set out in the Contract and/or any goods handled, transported or dealt with by or on behalf of or at the instance of Suhara Logistics or which come under the control of Suhara Logistics or its agents, servants or nominees on the express written instructions of the Customer and includes any container, transportable tank, flat pallet, package or any other form of covering, packaging, container or equipment used in connection with or in relation to such goods. 

2. Interpretation

Unless expressly provided otherwise in the Contract, a reference to writing or written shall include any mode of representing words in legible and non-transitory form and shall include emails but exclude faxes. 

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 

Indemnifying any person against any circumstances includes indemnifying and keeping him harmless from all actions, claims and proceedings from time to time made against the person and all loss or damage and all payments, costs and expenses made or incurred by that person as a consequence of or which would not have arisen but for that circumstance.  

The expression parties shall mean the parties to the Contract (including that party’s personal representatives, successors and permitted assigns) and party shall be construed accordingly.  

Unless the context otherwise requires, any words following the expressions including, include, in particular, 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. 

References to costs, charges, expenses or remuneration shall be deemed to include, in addition, references to any VAT or similar tax charged or chargeable in respect thereof. 

3. Basis of Contract

These Conditions shall apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.   

The Contract forms the basis of a legally binding contractual relationship between Suhara Logistics and the Customer for the provision of the Freight Forwarding Services. 

Suhara Logistics shall provide the Freight Forwarding Services to Suhara Logistics in accordance with the Contract from the Effective Date.  

4. Subject matter of Contract

Suhara Logistics shall act as direct customs representative on behalf of the account of the Customer. For this purpose, the Customer grants Suhara Logistics a corresponding customs power of attorney.  

If Suhara Logistics is of the opinion that an instruction of the Customer violates legal provisions, or that proper Freight Forwarding Services is not possible with the information provided by the Customer, Suhara Logistics is entitled to refuse to execute the order. This shall also apply if Suhara Logistics has already confirmed the order. In such cases, Suhara Logistics shall immediately inform the Customer of non-execution and the reasons thereof. Suhara Logistics shall await further decision of the Customer. The Customer has the obligation to obtain the necessary documents and information. 

5. Qualifications

The Customer confirms that the Goods which are being entrusted to Suhara Logistics under the Contract are his property, or that, as the authorised agent of the owner, the consignor or the recipient, he has the right of control of such goods, so that he accepts the present conditions not only for himself but also for his principal, the owner, the consignor or recipient thereof, so that they, too, are bound by them.  

6. Obligations of the Customer and Suhara Logistics to cooperate in connection with the Freight Forwarding Services

The Customer shall provide Suhara Logistics in good time with all data and documents required for customs clearance, including the customs tariff numbers to be used, without being requested to do so. This includes (without limitation), import and export permits, import licences, valid proofs of origin as well as existing or subsequently issued binding customs tariff information issued in the name of the Customer. Furthermore, the Customer undertakes to inform Suhara Logistics in due time if a binding tariff information loses its validity. If no customs tariff number is available at the time of the customs declaration, Suhara Logistics is entitled, but not obliged, to determine the customs tariff number independently on the basis of the available information. If the customs tariff number is not provided by the Customer – despite request – and if the customs tariff number determined by Suhara Logistics is incorrect, Suhara Logistics shall not be liable for any damages whatsoever.  

The Customer shall be obliged to provide Suhara Logistics with the relevant information on the Goods to be cleared in due time upon Suhara Logistics’ request. This shall include, in particular, all data relating to the customs valuation, the requirements for the special treatment of the goods as well as other transport-relevant information which has an influence on the customs services to be provided by Suhara Logistics.  

The Customer shall be obliged to provide documents required by Suhara Logistics for submission to the customs authorities promptly upon request in compliance with the deadlines set by the customs authorities.  

The Customer guarantees the completeness and correctness of the information provided in the order and the authenticity of all documents. Suhara Logistics is not obliged to check the information and documents for completeness, correctness and authenticity.  

If there is any doubt as to whether the information and documents are accurate or whether the information and documents are sufficient for customs treatment, Suhara Logistics shall inform the Customer. Suhara Logistics shall await the further decision of the Customer.  

The Customer shall check and confirm that no existing prohibitions and restrictions prevent the import.  

The Customer shall check and confirm that the export does not conflict with any prohibitions or restrictions under foreign trade law or other laws or that restrictions must be observed (e.g. in the form of licence reservations). In particular, the Customer shall confirm that the export is in compliance with embargo and other export control regulations under Tanzanian law, and that there are no other legal export restrictions (e.g. pharmaceutical law). Should Suhara Logistics determine that the import or export is subject to prohibitions or restrictions, Suhara Logistics shall inform the Customer thereof without delay. Suhara Logistics shall await the further decision of the Customer. Suhara Logistics reserves the right to check whether goods or persons involved in the delivery process are on a sanctions list; however, Suhara Logistics is not obliged to do so.  

The Customer is obliged to check the conditions for customs clearance at a reduced rate of duty. Suhara Logistics does not have to inform the Customer about this. The obligation to obtain information about any customs duty exemptions or concessions and any documents required in this respect shall be the sole responsibility of the Customer. 

The correction of a submitted customs declaration shall be made after prior written consultation with the Customer.  

If delays in customs clearance are to be expected or have occurred, Suhara Logistics shall notify the Customer in writing of the reasons and the expected duration of the delay. In particular, Suhara Logistics shall notify the Customer without undue delay to the extent that it is prevented from timely performance due to cooperation or provision to be made by the Customer.  

The Customer undertakes to notify Suhara Logistics of any existing customs permits including permit numbers as well as their scope and any conditions. The Customer shall provide Suhara Logistics with a copy of the permit. If there are any changes to customs permits, the Customer shall notify Suhara Logistics thereof without delay.  

Suhara Logistics undertakes to send the Customer copies of all customs, commercial and transport documents after execution of the order. 

Documents from customs or other national authorities in the form of notices, inquiries or other letters shall be forwarded by Suhara Logistics to the Customer. These documents include in particular import duty notices as well as exit notices following the completion of an export procedure. The Customer is obliged to check legal and official deadlines and to monitor compliance with them.  

The Customer undertakes to properly store all customs, commercial and transport documents, such as commercial invoices, previous pro forma invoices, if any, freight invoices, licence invoices, tax assessment notices, tax amendment notices, within the legally prescribed time limits. Should Suhara Logistics be called upon by the authorities in connection with customs clearance, the Customer undertakes to provide Suhara Logistics with requested documents or information immediately and in full upon request.  

7. Insurance

No insurance will be affected by Suhara Logistics, except upon express written instructions given by the Customer and duly acknowledged and confirmed in writing by Suhara Logistics.  

All insurances affected are subject to the usual exceptions and conditions of the policies of the insurance company or underwriters taking the risk.   

Unless otherwise agreed in writing by Suhara Logistics shall not be under any obligation to effect a separate insurance on each consignment, but may declare it on any open or general policy held by Sahara Logistics. 

8. Charges and payment

In consideration of the provision of the Freight Forwarding Services by Suhara Logistics, the Customer shall pay the agreed costs, charges, service fees, disbursements and statutory taxes (at the prevailing rate) in the amount, currency and times set out in the Suhara Quotation.  

Payment of the Suhara Invoice is due for immediate settlement in cleared funds to the bank account of Suhara Logistics.   

Additionally, the Customer undertakes to discharge all other expenses to Suhara Logistics including (without limitation): (i) fines and penalties imposed on Suhara Logistics by financial or judicial authorities, (ii) fees such as standing and waiting times, storage fees, etc. Statutory limitations of liability shall remain unaffected and (iii) legal costs for the defence of claims against Suhara Logistics, which are in connection with the service provided to the Customer.  

For the avoidance of doubt, the Customer shall be liable to pay any wharfage, freight, railage, cartage, duties, taxes, imposts, levies, deposits or outlays of any kind levied by the authorities at any port or place for or in connection with 

the Goods and for any payments, fines and expenses incurred or sustained by Suhara Logistics in connection 

Therewith. With respect to the increases in the price of fuel now regulated by the Government of Tanzania; Suhara Logistics reserves the right to impose any such surcharges on the Customer.  

Suhara Logistics reserves the right to withhold its Freight Forwarding Services upon failure by the Customer to make payments on a timely basis. 

9. Change Management

Any changes to the scope of the Freight Forwarding Services, including adjustments to fees or timelines, must be agreed upon in writing by both parties. Such changes shall be documented in an amended and/or new Suhara Quotation. 

10. Securities

Suhara Logistics shall be entitled to perform orders or outstanding services only against advance payment or provision of security if Suhara Logistics is aware of circumstances which reduce the creditworthiness of the Customer or which jeopardises the payment of outstanding claims. 

11. Right of refusal 

Suhara Logistics reserves the right to reject the offered services for important reasons, in particular in case of: (i) missing information / documents which are necessary for proper customs clearance, (ii) default of payment of the Customer and (iii) doubts about the creditworthiness of the Customer.   

 

 

 

12. Right of retention

Until full payment of any outstanding charges, duties and all related fees set out in Clause 8 (Charges and payment) above, Suhara Logistics shall have a right of retention with regard to all documents received by Suhara Logistics from the Customer or third parties in the course of customs clearance. This right shall remain in force until complete settlement of the contractual relationship.  

13. Right of lien 

The Customer agrees that Suhara Logistics is entitled to a lien on the Goods, Freight Forwarding Services rendered or for any particular or general balance or other monies owed, whether then due, by the Customer to Suhara Logistics. The lien serves to secure the claims to which Suhara Logistics is entitled against the client. 

14. Liability of the Customer

The Customer shall assume full liability towards Suhara Logistics for the completeness and correctness of all information required for the execution of the orders by Suhara Logistics, as well as for the timely submission of the necessary documents. The client shall bear all costs and fiscal disadvantages caused by incorrect, incomplete or late information or by failure to submit the necessary documents, even if these are not expressly mentioned in any official requirement of the United Republic of Tanzania.  

The Customer shall indemnify and hold Suhara Logistics, its affiliates, directors, officers, employees, and agents harmless against all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (i) the importation, exportation, warehousing or transportation (as applicable) of the Goods; (ii) any breach of the Contract by the Customer; (iii) any negligent act, omission, or wilful misconduct by the Customer; or (iv) any violation of Applicable Law or regulation by the Customer. 

The Customer shall, at its own expense, defend Suhara Logistics against any claim, suit, or proceeding brought by a third party in respect of the foregoing, and shall pay any settlement, award, or judgement arising therefrom. Suhara Logistics shall notify the Customer promptly in writing of any such claim or proceeding. 

The Customer further agrees to reimburse Suhara Logistics on demand for all duties, taxes, levies, deposits, and outlays imposed by any authority in relation to the Freight Forwarding Services, whether foreseeable or otherwise. This indemnity shall survive the termination or expiration of the Contract. 

15. Environmental Compliance

Suhara Logistics and the Customer shall comply with all applicable environmental laws and regulations. The Customer warrants that the Goods do not include hazardous or prohibited materials and shall indemnify Suhara Logistics against any liability arising from non-compliance with such laws. 

16. Data protection 

In accordance with the Personal Data Protection Act, 2022, and the Personal Data Protection (Personal Data Collection and Processing) Regulations, 2023, Suhara Logistics shall process personal data solely as necessary for the performance of its services, ensuring compliance with Tanzanian data protection laws. Appropriate technical and organisational measures will be implemented to safeguard personal data against unauthorised access, loss, or misuse. Suhara Logistics may review data provided by the Customer to prevent potential legal or contractual violations, including but not limited to fraud or manipulation in customs declarations and related processes. For more details on how personal data is handled, please refer to Suhara Logistics’ privacy policy, accessible on its website. 

17. Anti-Bribery and Corruption

Each party warrants that it shall comply with all applicable anti-bribery and anti-corruption laws, including but not limited to the Tanzanian Prevention and Combating of Corruption Act, 2007. Any breach of this clause shall entitle the other party to terminate the Contract with immediate effect. 

18. Liability of Suhara Logistics

Unless otherwise provided for in these Conditions, Suhara Logistics shall be liable in accordance with the statutory provisions.  

Unless otherwise provided by mandatory law, Suhara Logistics shall not be liable for any damage incurred by the Customer or its employees, unless caused by gross negligence or willful misconduct of Suhara Logistics.  

Unless otherwise agreed in writing in advance, delivery periods, arrival and departure dates are not guaranteed by Suhara Logistics. The mere mention of or a reference to a delivery period by the Customer does not bind Suhara Logistics and can never give rise to damages.  

Suhara Logistics shall not be liable for delays and damage to goods caused during customs clearance, presentation, examination (“hand search”) or other official handling. The authorities and other offices are not vicarious agents of Suhara Logistics. 

19. Limitation of Liability

Except in cases of gross negligence or willful misconduct, Suhara Logistics’ total liability to the Customer under or in connection with the Contract shall not exceed the total fees paid by the Customer under the Contract during the one (1) month preceding the event giving rise to the claim. 

20. Force Majeure

Suhara Logistics shall not be liable for any failure or delay in the performance of its obligations under the Contract due to events beyond its reasonable control, including but not limited to acts of God, war, civil unrest, strikes, government actions, epidemics, or natural disasters. If such an event occurs, Suhara Logistics shall promptly notify the Customer and use reasonable efforts to mitigate the effects of the event. 

21. Termination

Either party may terminate the Contract with immediate effect by written notice to the other party if: (i) the other party commits a material breach of the Contract and fails to remedy it within 14 days of receiving notice of the breach or (ii) the other party becomes insolvent, enters into bankruptcy, or has a receiver or administrator appointed. Suhara Logistics may also terminate the Contract if the Customer fails to pay any amount due under the Contract and such payment is not made within seven (7) days of notice of non-payment. 

22. Rights and remedies

The rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.  

23. Confidentiality

Each party undertakes to keep confidential and not disclose to any third party any information of a confidential nature obtained in connection with the Contract, except as required by law or with the other party’s prior written consent. This obligation shall survive the termination or expiration of the Contract. 

 

 

 

24. Severance 

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under the Contract shall not affect the validity or enforceability of the rest of the Contract.  

25. 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. 

26. Governing Law & Jurisdiction

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 United Republic of Tanzania. 

Each party irrevocably agrees that the courts of the United Republic of Tanzania shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims). 

 

This Contract has been entered into on the date the Suhara Quotation is executed by the parties.