Standard Terms & Conditions

1. General. These terms form the agreement for services between the “Client” and any of its affiliates (including as may be indicated on a waybill and/or requesting Services) and “Marken” and any of its affiliates (including the Marken entity named on the waybill and/or providing Services). These terms are the contract for Services between any Client affiliate requesting Services and any Marken affiliate providing Services. Client is entering into these Terms and Conditions for and on behalf of its affiliates. Marken is engaged in the business of providing specialized global transportation, logistics, storage, and related services (“Services”). By instructing Marken to provide the Services, Client agrees to these Terms and Conditions. A “Shipment” means all items conveyed (transported) by Marken or which we arrange to be transported by another party, including items held in permanent storage.

2. Client Warranties. Client warrants and represents that Client is the owner or authorised agent of the owner of any Shipment.  Client further warrants and represents that a) Client has properly described the goods in the Shipment, b) Client has adequately packaged and labeled the Shipment to protect them and ensure their safe transportation with ordinary care and handling, c) Client will promptly provide complete and accurate information relating to the Shipment which is appropriate for Marken to know (including values), and d) each Shipment is properly labeled and in good order for the provision of the Services in accordance with applicable rules and regulations. Marken reserves the right to refuse any Shipment. Client will not tender any noxious, dangerous, hazardous, or flammable goods. In the event Client desires to tender any goods considered Dangerous Goods under applicable regulations, it must first obtain Marken’s prior written agreement. Marken may destroy or otherwise manage a Shipment as Marken determines to be reasonable and appropriate to comply with applicable rules and regulations or otherwise promote safety.

3. Marken Warranties. Marken represents and warrants that Marken personnel performing Services will be suitable for the role and adequately trained. Marken further represents and warrants that it will comply with all applicable laws in performance of the Services, and that it is a validly existing and fully licensed and authorized to perform the Services without restriction. Marken will use all commercially reasonable efforts to provide the Services, however any Shipment timelines are estimates.

4. Fees. Marken’s fees are determined in accordance with the rate card provided by Marken from time to time. Client will pay all invoices within 30 days of receipt. Should Client dispute any invoiced amount, Client must raise the dispute in writing within 30 days of invoice. Interest shall be payable at 4% per month for overdue payments of undisputed invoices and Marken reserves the right to suspend Services if undisputed invoices become overdue. Client is responsible for all duties, taxes, deposits, or other charges for the shipment, and for any payments, fines, expenses, or losses Marken incurs in connection with the shipment. Any tax, fee or charge imposed from time to time by any government or other authority are the sole responsibility of Client and apply in addition to any quoted fee or charge. Marken reserves the right to require payment in advance for duties, taxes, or government charges and apply a reasonable service fee in the event Client requests any amounts to be prepaid by Marken.

5. Data Protection. The parties agree to comply with all applicable laws and regulations regarding treatment of personal data. The parties further expressly agree to incorporate into these Terms and Conditions the Data Privacy Agreement posted at marken.com effective as of the date of Services.

6. Confidentiality. Any information relating to Marken or Client businesses, financial or other affairs, (“Confidential Information”) exchanged between Client and Marken or their respective directors, officers, employees, subcontractors, agents, affiliates or professional advisers (“Representatives”) in whatever form is secret, proprietary and of a confidential nature and Client and Marken agree that it will be kept secret and confidential will not be used for any purpose other than in relation to the performance of obligations under these Terms and Conditions and only shared with Representatives on a need to know basis with each party being responsible for any breach of confidentiality by its Representatives. Exceptions to this Section is information that: (a) is already known at the time of disclosure; or (b) is in or enters the public domain through no wrongful act or omission by a party or its Representatives; (c) is obtained by a party or its Representatives on a non-confidential basis from a third party who is not prohibited sharing information under confidentiality obligations; or (d) is independently developed by or on behalf of Client or Marken without reference to or use of the other party’s Confidential Information.

7. Liability. Neither party is liable for any incidental, consequential or special damages, including but not limited to claimed loss of use, sales, delay, interest, lost profit, lost opportunity, attorney’s fees, costs, or any other forms of indirect damage. Marken is not liable for any claim in connection with a Shipment except to the extent arising from Marken’s negligence or wilful default. Marken’s liability for any claim (or all claims arising from a single incident) whether arising in contract, tort, negligence, breach of statutory duty or otherwise shall not exceed: a) where the Montreal Convention, or Warsaw Convention (as amended by Montreal Protocol No. 4 if the Montreal Convention is not in effect) applies, the limit provided by it; b) where the Convention on the Contract for the International Carriage of Goods by Road applies, the limit provided by it; or c) for any other Shipment not subject to the foregoing legislation (including without limitation Shipments subject to the Carmack Amendment under 49 U.S.C. §14706), the lesser of USD 1,000 per shipment or the fees paid to Marken for the Shipment. In the event Client desires to designate a higher limit of liability for a particular Shipment it must contact legal@marken.com for added valuation charges. Client is responsible for determining any desired Shipment insurance coverage. Marken may coordinate Shipment insurance upon request for an additional agreed fee. The declared value of a shipment is not insurance and does not affect Marken liability. Marken’s liability for any goods in permanent storge is USD 20/kg. In any event, Marken’s aggregate liability in any 12-month period, howsoever arising, will be limited to USD 100,000, unless applicable law mandates a higher limit. Nothing in this section limits or excludes liability which cannot be excluded by law.

Marken is only liable for loss or damage when it is timely notified of the loss or damage (within 10 business days of end of transit unless a longer timeline is mandated by applicable law). Any claim must be in writing and include sufficient information to identify the Shipment, assert Marken’s liability, and must set forth a specified or determinable amount of money claimed.

8. Indemnity. Each party (“the Indemnifier”)  shall defend, indemnify, and hold harmless the other party (“the Indemnitee”) from and against any claim, damage, liability, fine, cost, or expense (including reasonable attorney fees) the Indemnitee may suffer as a result of an action brought by a third party claim to the extent arising from the Indemnifier’s  breach of this Agreement, negligence, willful misconduct, or breach of applicable law. In addition, Client’s foregoing indemnity obligation shall apply to any claim related to the contents of a shipment, including but limited to any injuries connected with a Client medical product or device.

9. Insurance. Each party represents and warrants it has in place all commercially reasonable insurance appropriate to cover its potential liabilities under these Terms and Conditions.  

10. Force Majeure. In any event, Marken shall not be liable for claims in circumstances of force majeure, i.e. where Marken is obstructed in or prevented from performing the Services by reason of factors beyond Marken’s practical control.  This includes but is not limited to liability for any loss or damage to a Shipment or for any delay caused by an Act of God, the public enemy, the authority of law, pandemic, or government actions, unless applicable law provides otherwise.

11. Termination. Either party has the right to terminate these Terms and Conditions at any time upon not less than 90 days written notice to the other party. Either party has the right to terminate these Terms and Conditions immediately upon written notice to the other party if such other Party a) commits a material breach of these Terms and Conditions and does not rectify such breach within 30 days, or b) becomes insolvent or unable to pay its debts in the normal course of business. In the event of termination, Client shall compensate Marken for all fees for Services performed through and including the date of termination and all incurred and non-cancellable expenses.

12. Audit. Client may audit Marken upon reasonable advance notice at mutually agreeable times. Such routine audits are limited to once annually and a maximum of three days in duration. Client may conduct additional audits if there is reasonable cause to believe there has been non-compliance in performance of Services. Marken will provide reasonable access to Marken records directly related to performance of Services. Marken will allow any regulatory authority to inspect Marken facilities. Marken will notify Client of any inspections directly relating to Services and keep Client informed of the progress of the inspection, including by providing copies of directly relevant correspondence and cooperating with Client on any inspection responses. 

13. Anti-Bribery. Marken represents and warrants it has and will maintain thorough anti-bribery, anti-corruption, and whistleblower policies (available at marken.com). Marken further represents and warrants that all Marken employees will be regularly trained on such policies and available whistleblower hotlines. Marken acknowledges that Client may also have its own anti-bribery and anti-corruption policies applicable to Client and Client vendors such as Marken. Marken hereby agrees to abide by the principles of any such policies and undertake training on such Client policies at times and intervals agreed between Marken and Client. In the event of any reasonably suspected breach of applicable laws related to bribery and corruption related to the Services Marken will promptly notify Client. 

14. Intellectual Property. The parties agree that no transfer of any intellectual property rights is intended under these Terms and Conditions. Marken acknowledges that Client is the owner of all intellectual property rights in confidential information provided by Client or developed by Marken in performance of Services which incorporates any intellectual property of Client. Client acknowledges Marken has certain intellectual property, including forms, templates, processes, presentations, and other materials used in performance of Services and such property does not transfer to Client.

15. Governing Law. All claims are governed by English Law and are subject to the non-exclusive jurisdiction of the English Courts.

16. Entire Agreement. These terms together with any applicable rate card for Services comprise the entire agreement between Marken and Client. Any terms appearing on a Client order form, purchase order, or any other document not mutually executed by authorized representatives of Marken and Client are void. In the event that any provision of this agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this agreement, and the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

Updated May 2024