These EDI Terms set out the terms on which Maersk A/S trading as Sealand Americas ("Sealand Americas") agrees to provide EDI services to its Customers.
“Adopted Protocol” is a format and structure adopted by the parties for the transmission of Messages using EDI.
“Contract for Carriage” is a contract for carriage of goods and related services between the parties, whether evidenced by a service contract or Carrier’s Transport Document(s) or otherwise.
“EDI” is a batch transfer in electronic form of structured information/data relating to commercial Electronic Transactions via standard Messages between computer systems.
“Electronic Transaction” is the specific Message format exchanged between Sender/and Recipient (an “Electronic Transaction” and collectively “Electronic Transactions”).
“Message” is any data structured in accordance with the Adopted Protocol and transmitted electronically between the Parties, including, where the context admits, any part of such data.
“Recipient” is a party which receives a Message on its System.
“Sealand Americas” means Maersk A/S trading as Sealand Americas.
“Sender” is a party which sends a Message to the System of the other party.
“System” is the system of either party which receives, processes and/or transmits Messages via EDI from time to time.
“Transport Document(s)” is a bill of lading or sea waybill issued by the Carrier.
2. Third-Party Service Providers
Messages and Electronic Transactions may be transmitted electronically through any third-party service provider (“TPP”) with which either party contracts on its own behalf. Either party may change its TPP upon reasonable prior written notice to the other party. Each party shall be liable for the acts or omissions of its TPP, provided, that if both parties use the same TPP, the Sender shall be liable for the acts or omissions of the TPP.
3. Messages & Binding Communications
Each Message shall be:
(1) interpreted in accordance with the Adopted Protocol or any other rules for interpretation agreed between the parties;
(2) deemed ‘written’ and ‘signed’ if created and transmitted in accordance with these EDI Terms.
The parties accept that transactions are validly formed by exchange of EDI messages. Customer authorises Sealand Americas to act upon any Message and Electronic Transaction communicated in accordance with these EDI Terms. Unless otherwise agreed, a contract or other agreement made by or via EDI will be considered to be concluded at the time and the place where the EDI message constituting the acceptance of an offer is made available to the information system of the Recipient. Each party will notify the other if it becomes aware of any error or malfunction in its System which may prejudice its ability to communicate by EDI. Subject to prior agreement, the Recipient shall transmit an acknowledgement upon receipt of any Message, within the time frame agreed by the parties. This shall constitute conclusive evidence that a Message has been properly received. An acknowledgement is not an acceptance or a status report. If any transmitted Message is received in an unintelligible or garbled form, the Recipient shall promptly notify the Sender (if identifiable). The Recipient is not liable for any loss or delay where the contents of a Message and Electronic Transaction it receives are incomplete, inaccurate, or where a Message and Electronic Transaction is not received by the Recipient.
Each party shall exercise reasonable endeavours to maintain complete records of the Messages exchanged by the parties for a period of 7 (seven) years or such period as may be prescribed by law, whichever is longer, and shall make those records available to the other party within a reasonable time of request. The records must be readily retrievable and in recognisable form.
The Sender is responsible for ensuring:
(1) that Electronic Transactions and Messages are correctly created and transmitted in accordance with the Adopted Protocol;
(2) that Messages and Electronic Transactions are received by the intended party;
(3) the accuracy and completeness of Messages and Electronic Transactions; and
(4) that the content of any Message and Electronic Transaction will achieve the Sender’s intended purpose.
4. Electronic Transactions - Use & Use Limitations
Messages and Electronic Transactions exchanged between the parties (i) do not constitute a Transport Document, or Contract for Carriage; (ii) shall not be used to create unauthorized documents of any kind; (iii) may not be used to transfer by endorsement or otherwise the rights under a Transport Document or Contract of Carriage and; (iv) may not be used for purposes of transferring ownership of cargo or as negotiable instruments; (v) may not be used in any unlawful way or for any unlawful purposes and (vi) cannot alter the terms and conditions of any Transport Document or Contract for Carriage. Unless otherwise agreed, Messages and Electronic Transactions may not be used as a substitute for Sealand Americas generated and provided invoices for freight and charges. In the event of a conflict between data in a Message or Electronic Transaction and data in any document issued by Sealand Americas, the document issued by Sealand Americas will take precedence.
Customer (including its TPP) agrees and undertakes to limit transmission, sharing and distribution of Messages and Electronic Transactions, including by way of Sealand Americas transmitting, passing on or relaying Messages and Electronic Transactions at the Customer’s request, in any format and by any means (i) to entities listed on Sealand Americas issued Transport Documents, government entities, Custom’s brokers, agents, banks and logistics/visibility software providers and its TPP and (ii) solely for each message type the Allowed Uses specified in Schedule 1, data visibility, customs filings, governmental requirements, import documentation, account record keeping and auditing of rates and charges in connection with transactions between Customer and Sealand Americas.
These EDI Terms do not, by itself, grant to Customer any further rights to copy, use, modify, sublicense, transfer, submit, transmit, share or distribute any Message or Electronic Transaction provided hereunder.
5. Confidentiality & Compliance
Each party (including its TPP) shall keep confidential all data/information received by it from the other party regarding the other party’s Messages, Systems, Electronic Transactions and EDI. Each party shall comply with all applicable data protection and other laws in all relevant jurisdictions. Customer confirms that all employees and other persons whose personal or other data is transmitted, processed or otherwise handled via EDI have consented to same in accordance with these laws, or will do so prior to any such transmission, processing or other handling.
6. Warranties and Liability
6.1 Each Party shall perform its obligations under these EDI Terms using reasonable skill and care and in accordance with good industry practice. From time to time Sealand Americas may suspend some or all communications via EDI for scheduled or unscheduled routine, non-routine or emergency maintenance or for any other reason where it reasonably considers it necessary to do so.
6.2 The aggregate liability of Sealand Americas and any Sealand Americas TPP to Customer arising out of or in connection with these EDI Terms cannot exceed Ten Thousand U.S. Dollars ($10,000). Sealand Americas, any Sealand Americas TPP and Customer shall not be liable for any loss or damages arising out of or in connection with these EDI Terms, whether arising in an action in contract, tort or otherwise to the extent that such loss or damages are incidental, indirect, consequential, punitive or special (including, without limitation, loss of revenue or profits, loss of business or goodwill, or loss of data, whether or not the other Party has been advised of the possibility of such loss or damages. Except as explicitly set out in these EDI Terms, Sealand Americas and any Sealand Americas TPP shall have no liability whatsoever in respect of any Message, Electronic Transaction, System(s) or these EDI Terms.
6.3 Nothing in these EDI Terms shall (1) limit either Party’s liability for death or personal injury. To the extent of any inconsistency between these EDI Terms and the terms of any Contract for Carriage or Transport Document, the terms of the Contract for Carriage or Transport Document shall prevail.
6.4 Customer will indemnify and hold harmless Sealand Americas and its affiliates, associates, servants, agents, TPPs and sub-contractors against any claims, losses, costs, expenses, actions, proceedings, damage or other liabilities whatsoever (including damages or compensation paid by them to compromise or settle a claim), and all legal costs or other expenses on a full indemnity basis, suffered by Sealand Americas and its affiliates, associates, servants, agents, TPPs and sub-contractors arising out of any breach by the Customer or its TPP of any duties or obligations (including negligence) owed by the Customer to Sealand Americas relating to these EDI Terms, any Message or Electronic Transaction or System(s).
7.1 Either party may terminate its EDI connection with the other party:
7.1.1 on not less than 30 (thirty) days’ written notice to the other party; or
7.1.2 with immediate effect by written notice to the other party if (a) the other party commits a material or persistent breach of these EDI Terms which is not remedied within 2 working days of a written notice requiring remedy or (b) an order is made or a resolution is passed for the other party’s winding up or if an order is made for the appointment of an administrator to manage the other party’s affairs, business and property or if a receiver is appointed over any of the other party’s assets or undertakings or if circumstances arise which entitle a court or a creditor to appoint a receiver or manager or provisional liquidator or which entitle a court to make a winding-up order in relation to the other party or if the other party enters into any other formal or informal insolvency process in any relevant jurisdiction.
8.1 References. Any Message or Electronic Transaction containing, or to which there is affixed, a Signature shall be deemed for all purposes to have been “signed”, and to constitute an “authentic document” when printed from electronic records or files established and maintained in the normal course of business. The parties agree not to contest the validity or enforceability of signed Messages and Electronic Transactions under the provisions of any applicable law relating to whether certain agreements are in writing and signed by the party to be bound thereby. Signed Messages and Electronic Transactions, if introduced as evidence, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of signed Messages and Electronic Transaction on the basis that the signed documents were not originated or maintained in documentary form.
8.2 Freedom from Computer Viruses. Each party shall use reasonable efforts to ensure that Messages are free of any computer software code or instruction which can cause damage to the other party’s computer systems and/or operations. Each party will promptly notify the other if such destructive matters are detected in and/or transmitted from its Messages.
9. Law & Jurisdiction
These EDI Terms are subject to the law and jurisdiction of the Contract for Carriage to which the EDI services relates. Should any dispute arise in relation to these EDI Terms prior to the formation of a Contract for Carriage between the parties, these EDI Terms shall be subject to the law and jurisdiction of the Sealand Americas Terms for Carriage, available at https://terms.sealandmaersk.com/americas/carriage.