Terms & conditions

1. Definitions

The following defined terms shall have the following meaning when used herein:

"COD" - Cash on delivery.

"Company" - Means Carry DMCC, a company registered under the laws of Dubai Multi Commodities Centre and the United Arab Emirates under registration number DMCC-140488.

"Conditions" - The Company's General Terms and Conditions contained herein, as may be amended from time to time at the Company's sole discretion.

"Customer" - Any person to whom the Company agrees to provide Services.

"Delivery Address" - Has the meaning given to it under Clause 3.2 hereof.

"Failed Delivery" - Where the Company, in its reasonable opinion, is unable to deliver Goods or arrange for Goods to be delivered to the Customer or the relevant consignee designated by the Customer for reasons not attributable to the Company or its Related Parties, including where: (i) the Customer or the relevant consignee does not take delivery of the relevant Goods for any reason whatsoever; or (ii) where the relevant Goods cannot be delivered due to insufficient information, consignee details, inappropriate marking or inappropriate packaging.

"Goods" - Any product or article purchased by the Customer and for which Services are rendered in accordance with these Conditions.

"Related Party(ies)" - The Company's affiliates, subsidiaries, parent companies, servants, agents or subcontractors.

"Restricted and Prohibited Items" - Means the items referred to in Clause 15 hereof.

"Service Fees" - Means the fees charged by Company to Customer for performance of the Services, as may be amended from time to time by Company.

"Services" - Means all service provided by the Company to a Customer in accordance with these Conditions and as more detailed in Clause 3 hereof.

"Shipa Mall Delivery Location" - Means the delivery locations referred to in Clause 3.1 hereof.

"Shipa Mall Location" - Means the locations referred to in Clause 3.1 hereof.

"Shipa Mall Account" - Means the account opened by the Customer with Shipa Mall to avail from the Services as more detailed in Clause 3 hereof.

2. General conditions

Unless otherwise agreed in writing by the Company, any and all Services are always subject to these Conditions. No agent or employee of the Company, aside from the Company's authorized directors or managers, has the Company's authority to waive or vary the Conditions. Where the Services are subject to trade practices, legislation or international convention, the Company shall have the benefit of all the rights, immunities, defenses, exceptions and limitations contained therein.

3. General conditions

Subject to these Conditions, the Services provided by the Company enable Customers to use a personalized address in the United States, United Arab Emirates and United Kingdom (and such other locations as may be notified from time to time by Company) (the “Shipa Mall Location") for purchase of Goods from these countries and their delivery to the United Arab Emirates and Kuwait and such other delivery locations as may be notified by the Company from time to time (“Shipa Mall Delivery Location”).

Upon receipt of the Goods at the relevant Shipa Mall Location, the Company will arrange for the Goods to be transported and delivered to an address designated by the Customer in a Shipa Mall Delivery Location (the “Delivery Address”). A P.O Box address cannot be designated as a Delivery Address.

To avail of the Services, the Customer should open a Shipa Mall Account with the Company. To open a Shipa Mall Account, the Customer should login to shipamall.com and provide the following information: full name, email address and Delivery Address.

When performing the Services, the Company will be acting as an agent to the Customer and will, therefore, be authorized by the Customer to receive the goods at a Shipa Mall Location and to arrange their transportation to a Delivery Address in a Shipa Mall Delivery Location.

• shipping routes and procedure;
• modes of transport;
• Goods' storage and handling.

The Company shall never be obliged to arrange for any Goods to be carried, stored or handled separately from the Goods of other Customers.

4. Warranties

• comply with and act in accordance with any mandatory law or regulation;
• provide to the Company in good time and in advance all documentation and information necessary for the Company to provide the Services in a timely manner, including but not limited to (as applicable), a copy of the Good’s invoice, description of the Goods and desired timings for performance of the Services;
• provide Shipa Mall Location to the sender of the Goods and it will be solely responsible for providing the latter the wrong Shipa Mall Location;
• cooperate with all authorities as may be reasonably required on all matters relating to the provision of the Services.

• It is 18 years of age or older (if the Customer is an individual);
• all information provided by or on behalf of the Customer in relation to the Services or to the Goods shall be complete and accurate;
• all Goods are fit for carriage, storage and/or handling by the Company, and are capable of being identified as required for the performance of the Services by the Company;
• all Goods have been properly and sufficiently packed and/or prepared by the Customer;
• it is the owner of the Goods or acting as authorized agent of the owner of the Goods, and that it has authority to accept these Conditions for itself or on behalf of the owner of the Goods or on behalf of any person placing an order using the Customer’s Shipa Mall Account.

5. Service Fees, Payments and Payment Options

5.1 Service Fees

The opening of the Shipa Mall Account is free of charge. Certain benefits may however be subject to a fee.

• That actual Taxes and Charges can be different from the Company’s estimated Taxes and Charges;
• to pay all Taxes and Charges (including any difference between the estimated Taxes and Charges and the actual Taxes and Charges paid or incurred by the Company) prior to or upon delivery of the Goods;
• To pay any fines, penalties, expenses and costs incurred by the Company and which are due to any misdeclaration or inaccurate declaration made or provided by the Customer.

The Company shall be at liberty to revise its Service Fees at any time without notice.

5.2 Payments to the Company

All payments to the Company shall be made on demand, immediately when due, without any deduction, withholding, set-off or counterclaim. Payments should be made for all orders placed on your Shipa Mall Account whether they are placed by the Customer or any person using the Customer’s Shipa Mall Account.

Payments of Service Fees and Taxes and Charges should be made online using the Customer’s valid credit card or by COD.

Neither the Company, nor its Related Parties, will have any liability arising out of or in connection with any currency exchange fluctuation.

The Customer hereby authorizes the Company and/or its Related Parties to save and store the Customer’s credit card details and account information and undertakes to update its Shipa Mall Account with the updated credit card details (when necessary).

The Customer hereby authorizes the Company to charge the Customer’s credit card for any and all amounts due for the performance of the Services including the Service Fees and all applicable Taxes and Charges.

The Company reserves the right to charge contractual interest for late payment at a rate of nine percent (9%) per annum on all amounts due to it that are outstanding, from the date such amounts are due until the date they are paid in full.

When outstanding monies due and owing to the Company have to be recovered from the Customer then all costs and expenses, legal or otherwise, connected with such recovery shall be borne by the Customer on an indemnity basis and the Customer hereby agrees to indemnify the Company for such costs and expenses.

6. Remedies

Suspension

• payment of any amounts due to it has not been made in accordance with Clause 5;
• the Customer breached Clause 4 above (Warranties);
• the nature, condition or packaging of the Goods adversely affects or is likely to adversely affect the Company's performance of any Services, without fault or negligence by the Company, and in a way which the Company cannot avoid by the exercise of reasonable endeavor.

Lien and disposal of Goods

Without prejudice to any other rights that the Company may have, the Company shall have a general right of lien, in respect to any Goods or any documents relating to Goods in its possession or control at any time, for all sums which are due to it by or on behalf of the Customer.

• for perishable Goods, immediately and without further notice;
• for non-perishable Goods, after sending the Customer a twenty one (21) calendar day written notice of the Company's intention to dispose of the Goods.

Where the Company disposes of the Goods pursuant to Clause 6.2 above, the Company has the right to apply any sale proceeds towards the balance of any payments due to the Company.

Any costs and expenses associated with the disposal of the Goods pursuant to Clauses 6.2 and 6.3 above (including storage costs and legal expenses) shall be borne by the Customer and may be deducted by the Company from the proceeds of sale of the Goods.

Abandonment

If at any time the handling of the Goods is in violation of any applicable law or of these Conditions or if at any time the Company's performance is or is likely to be affected by any hindrance or risk of any kind (including the nature, condition or packaging of the Goods) not arising from any fault or neglect of the Company and which cannot be avoided by the exercise of reasonable endeavor, the Company may abandon the carriage or handling of the relevant Goods and, where reasonably possible, redeliver such Goods or any part of them to the Customer at a place which the Company may deem safe and convenient, at which point the responsibility of the Company in respect of such Goods shall immediately cease. In any event, the Company shall be entitled to the agreed remuneration under the relevant contract and the Customer shall pay any additional costs resulting from the above-mentioned circumstances.

7. Failed Delivery, redelivery and storage

In case of Failed Delivery of Goods, and without prejudice to any rights the Company or its Related Parties may have pursuant to these Conditions or at law, the Company shall be entitled to store the Goods or any part thereof at the sole risk of the Customer, whereupon the liability (if any) of the Company in respect of the Goods shall wholly cease. All costs (including but not limited to storage costs and legal fees) incurred by the Company as a result of such Failed Delivery shall be paid by the Customer to the Company upon demand.

Notwithstanding the above, where Goods must be redelivered to the Customer by the Company for any reason whatsoever, including at the Customer's request or in case of Failed Delivery, all costs associated with such redelivery are to be borne by the Customer.

8. Set-off

The Company may, at its sole discretion, decide to set-off any funds it holds for or on behalf of the Customer (including COD funds) against any taxes, custom duties, levies, charges and other costs and expenses incurred by the Company in the performance of the Services.

The Company may, at its sole discretion, decide to set-off any funds it holds for or on behalf of the Customer (including COD funds) against any fees, commission or other payments due by the Customer to the Company in relation to the Services.

9. Liability

In no circumstances whatsoever shall the Company, its Related Parties or their respective insurers GIL Entity be liable to the customer or Owner for any loss which is or which amounts to: i) loss of profits; ii) loss of sales, business or market; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss or use or corruption of software, data or information; or (vi) loss of or damage to goodwill,(vii) indirect or consequential loss.

To the extent that the Company or any of its Related Parties is acting as carrier of the Goods and issued a waybill/air waybill or other document evidencing a contract of carriage in respect of the Goods, the Company’s total liability to a Customer, whether arising from breach of contract, negligence or otherwise, shall be limited or excluded as set forth in such waybill/air waybill (as applicable).

In all other cases where Clause 9.2 does not apply, the Company shall have no liability whatsoever to the Customer for damage to or loss of Goods, nor for any delay in delivery or handling of the Goods, nor for any related costs or expenses (including legal costs and expenses), unless such loss, damage, delay, costs or expenses are due to the Company's gross negligence or wilful misconduct.

• in relation to claims for loss or damage to Goods, the lower of:
  • the value of the lost or damaged Goods;
  • US$10.00 per kilogram of the gross weight of any Goods lost or damaged;
  • US $100 per shipment.
• in relation to all other claims, the lower of:
  • The value of the relevant direct loss;
  • the price of the Service relating to the relevant claims;

• Custom declarations relating to the Goods, except in case of gross negligence or wilful misconduct by the Company;
• the Customer's inaccurate description, identification or marking of the Goods;
• the Customer's failure to clearly identify the delivery location;
• inherent defect in the Goods;
• inadequate or defective packaging of the Goods;
• any feature or characteristic of the Goods themselves, whether defective or not;
• Failed Delivery.

10. Himalaya

The Customer hereby expressly agrees that every Related Party of the Company shall have the benefit of all exceptions, limitations, provisions, conditions and liberties herein benefiting the Company as if such provision were expressly made for their benefit. The Company enters into these Conditions on its own behalf and as agent and trustee for all such Related Parties.

11. Indemnities

• the use of the Customer’s Shipa Mall Account;
• the performance of the Services;
• a breach of these Conditions, or of any other agreed specific terms, by the Customer;
• a breach of applicable laws and regulations including the Export and Sanctions Laws unless arising solely and directly by reason of the wilful misconduct or the gross negligence of the Company.

Without prejudice to any of the terms in these Conditions, if the Company finds itself, whether by mandatory law or otherwise in any country, jointly or severally liable for any liabilities of the Customer or any other party seeks to hold the Company liable for any liabilities of the Customer, then such Customer shall fully indemnify the Company and hold it harmless for any claims, damages, losses, costs and expenses (including but not limited to legal expenses) arising out of or in connection thereof and shall not in any way assert any claim for a contribution from the Company.

12. Termination

• If the Customer fails to pay any amount due to the Company when due;
• If the Customer breaches these Conditions including any of Customer’s obligations, covenants and warranties set forth herein;
• if the Customer uses its Shipa Mall Account for any illegal or fraudulent purposes;
• if the Customer uses its Shipa Mall Account for shipment of any Restricted or Prohibited Items;
• If the Customer breaches the provisions of Clause 17 (“Sanctions”) hereof or if the Company has a suspicion of any such breach;
• in accordance with clause 14.3 hereof;
• upon any action from any government or competent authority that materially affects the rendering of the Services.

The Customer may at any time terminate these Conditions and close its Shipa Mall Account. The Company shall be entitled to reject any package delivered to a Shipa Mall Location after the termination of these Conditions pursuant to this Clause 12.

In case of early termination pursuant to this Clause 12, all sums owed (whether invoiced or not) to the Company shall become due and payable immediately.

13. Effect of termination

In case of termination of any Services as per Clause 12 above, the Customer will promptly accept redelivery of all relevant Goods still in the Company's possession, at a place which the Company will deem reasonably safe and convenient. All costs of such redelivery are to be borne by the Customer.

Should the Customer fail to take redelivery of its relevant Goods pursuant to Clause 13.1 above within twenty one (21) calendar days of the date of the relevant termination, the parties agree that all such Goods will be deemed abandoned by the Customer. The Company will have complete liberty to dispose of such Goods as it deems fit and without the need for a court order. All proceeds generated from the disposal of such Goods may be applied by the Company against any amounts due to it by the Customer.

14. Force Majeure

• failure or delay of suppliers or contractors;
• acts of God including but not limited to, natural disasters, lightning, cyclones, floods and severe weather conditions;
• explosion, fire;
• outbreak of war, hostilities, riot, civil disturbance, acts of terrorism;
• power failure or failure of telecommunications lines;
• malicious damage, strike, lock-out or industrial action of any kind;
• acts of government, including economic sanctions or embargoes, or the entering into force of any law or administrative act;
• any other event outside of either party's control (hereinafter referred to as “Force Majeure Events”).

The Company shall not be liable for any delay, loss or damage whatsoever that is directly or indirectly due to a Force Majeure Event.

The Company shall be entitled to immediately terminate these Conditions and/or the shipment of Goods due to a Force Majeure Event.

15. Restricted and Prohibited Items

The Company will not accept or deal with any of the Company’srestricted and prohibited itemswhich can be found on shipamall.com or any Goods likely to cause damage (the “Restricted and Prohibited Items”). Any person delivering Restricted and Prohibited Items to the Company or causing the Company to handle or deal with any such shall be liable for all loss or damage caused thereby and shall indemnify the Company against all losses, claims, damages, penalties, fines, costs and expenses (including legal expenses), arising out of or in connection therewith and the Restricted and Prohibited Items may be destroyed or otherwise dealt with at the sole discretion of the Company or any other person in whose custody they may be at the relevant time.

The Company reserves the right at its sole discretion and without prior notice and without any liability or court order to:

• open and inspect all items delivered to the Shipa Mall Location to ensure they are not Restricted or Prohibited Items and to determine their condition;
• Return Restricted or Prohibited Items to Sender, destroy or otherwise dispose of them, store them at the Customer’s expense, or forfeit them to government regulatory authorities as required or permitted under applicable laws and regulations;
• Block the account of any Customer who ships or attempts to ship through the Company or in any way use the Services for the shipment of Restricted and Prohibited Items.

16. Sub-contracting

The Company may, at its discretion, and without prior notice, delegate or subcontract part or all of any Services to any of its Related Parties.

17. Sanctions

The Customer shall be responsible for ensuring that all Customer transactions for which Services are provided comply with any and all applicable laws, regulations, rules, orders and other requirements relating to export control, economic sanctions, embargoes and sectoral sanctions of the United States, the European Union and its member states, the United Kingdom, the United Nations, and other governments with jurisdiction over this Agreement (together,“Sanctions and Export Laws”).

The Customer represents and warrants that, each and every one of the transactions for which the Services are provided is not prohibited, would not subject the Company to sanction, and does not require specific prior government authorization (e.g., export or import license or reporting, from the country of origin or country of destination of the Goods or otherwise), under any and all Sanctions and Export Laws, or if any prior government authorization or reporting is required, the Customer has obtained such authorization or made such reports and provided a copy to the Company.

The Customer acknowledges that the Company and its Related Parties are or may be subject to United States laws that impose export restrictions or economic sanctions on, or otherwise prohibit or penalize, dealing with the governments, nationals, designated individuals and entities such as Specially Designated Nationals (“SDNs”) and products and services originating from or owned and controlled by certain countries or in which such governments, nationals or designated parties have an interest. These laws include the Export Control Reform Act of 2018 administered by the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”), the International Emergency Economic Powers Act and the Executive Orders and economic sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (all such laws, collectively the “US Sanctions Laws” and included in the term Sanctions and Export Laws). The Customer warrants that, for transactions for which Services are rendered: (i) neither the transactions nor the Goods are located in, or under the control of the government of, a country subject to comprehensive U.S. sanctions; and (ii) none of the parties to the transaction, including order parties, shippers, consignees, intermediaries, end-users, payors, payees or any other party having ownership or other property interest of any kind in the Goods are designated on any list of blocked or sanctioned parties maintained pursuant to the Sanctions and Export Laws, including but not limited to OFAC’s SDN list and the Department of Commerce’s Entity List and Denied Persons List. The Customer further warrants that the information, software and technology used by the Company will not be transferred, exported or re-exported to a sanctioned country, blocked or sanctioned person or otherwise used or transferred in violation of the Sanctions and Export Laws. The Customer is responsible for ensuring that any necessary licenses for its business (including import and export registrations and licenses where required) are obtained from the relevant governmental authority.

The Customer indemnifies and shall keep the Company and its Related Parties harmless from and against any and all claims, demands, actions, suits, proceedings, investigations, judgments, orders, losses, damages, liabilities, fines, penalties, costs, and expenses, including attorney's fees, suffered or incurred by the Company and/or any of its Related Parties and arising out of, resulting from, or related to: (a) any non-declaration or illegal, inaccurate, and/or inadequate declaration by or caused by the Customer or its directors, officers, employees, agents, or representatives; and (b) any actual or alleged violation of any Sanctions and Export Laws (whether intentional or unintentional) by or caused by the Customer or its directors, officers, employees, agents, or representatives.

The Company may refuse to provide any Services, without liability, if, in the Company's sole judgment, such Services or the transaction(s) for which they would be rendered could be in violation of any Sanctions and Export Laws.

The Company reserves the right, at its sole and absolute discretion and without any liability, prior notice or court order, to:

• open and inspect all items delivered to the Shipa Mall Location to determine if such items is in violation of any Sanctions and Export Laws;
• stop, return to sender, destroy, store at Customer’s expense, forfeit to government authorities, or otherwise deal with any item or shipment that the Company believes is in violation of any Sanctions and Export Laws;
• undertake any of the above actions as the Company believes necessary to comply with the Sanctions and Export Laws;
• Block the account of any Customer who ships or attempts to ship items through the Company or in any way use the Services in violation of any Sanctions and Export Laws; and
• Furnish information to government authorities regarding the Customer, the Goods, or any other aspects of transactions, when required or necessary under the Sanctions and Export Laws.

18. Insurance

The Company shall not be required to take out specific insurance in relation to any Goods or Services.

19. Amendments

The Company may, from time to time, at its sole discretion and without prior notice, amend, change or update these Conditions, The amended Conditions shall be published on Shipa Mall’s website atshipamall.comand shall be effective and enforceable from the date they are published. Customers shall familiarize themselves with all amendments made by the Company to these Conditions and the Customer’s use of its Shipa Mall Account shall be construed as an acceptance of the amended Conditions.

20. Waiver

• waive that or any other right or remedy;
• prevent or restrict the further exercise of that or any other right or remedy.

Nothing in these Conditions is to operate or be interpreted as a waiver by the Company of any of its rights, remedies or defenses under applicable law or regulation.

21. Severance

If any provision or part-provision of these Conditions 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 this Clause shall not affect the validity and enforceability of the rest of these Conditions.

22. Governing law and jurisdiction

Unless otherwise agreed in writing by the Company, these Conditions and the provision of any Services is to be governed by UAE law.

Any dispute arising out of or in connection with the Services, these Conditions or their subject matter or formation (including non-contractual disputes or claims and disputes arising out of the Services) shall be subject to the non-exclusive jurisdiction of UAE Courts.

Clause 22.2 above is without prejudice to the Company's right to use any and all legal process to obtain security for or to pursue its claims anywhere in the world. It is hereby agreed that, to the extent permitted by applicable law, the Company will have the right to commence any proceedings in any jurisdiction where it has obtained security for its claims.