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Terms & Conditions

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1. DEFINITIONS AND GENERAL CLAUSES
1.1 In these Conditions, unless the context otherwise requires:
"Company"
means KORCHINA trading under these Conditions.
"Conditions"
means the entire undertakings, terms and conditions embodied herein.
"Customer"
means "Buying Forwarder" or "Selling Forwarder" or any person at whose request or on whose behalf of Company provides a Service.
a. "Buying Forwarder" means any person whose placing inquiry and orders to Selling Forwarders through Company
b. "Selling Forwarder" means any person whose provide quotation and undertake orders from Buying Forwarder through Company
"Goods"
means all or any part of the goods in respect of which any Service is or is to be provided by Company.
"Instructions"
means statements of Customer's specific requirements, whether oral or in writing.
"Liabilities"
includes all and any claims, demands, losses, damages, liabilities, responsibilities, fines, penalties, costs and expenses (including legal costs and expenses) of whatsoever nature and howsoever arising.
"Owner"
includes all and any of the following persons: the owner, shipper, consignee of the Goods and any other person who is or may become interested in or otherwise entitled to the possession of the Goods, and anyone acting on behalf of any of the persons aforesaid.
"Rights and Defenses"
includes all and any rights, remedies, defenses, exemptions of liabilities, limitations of liabilities, liberties, immunities and benefits of whatever nature and howsoever acquired.
"Services"
means all and any business undertaken by Company including the provision or procuring the provision of any advice, information and services whatsoever.
1.2 Interpretation. In these Conditions, unless the context otherwise requires: words importing the singular include the plural and vice versa; words importing a gender include every gender; references to persons include any individual, body corporate or unincorporated and any other entity; references to "third party(ies)" also include a party or parties which is or are the parent, subsidiary or associated company(ies) of Company; references to statutory provisions shall be construed as references to those provisions as respectively amended or re-enacted or as their application is modified by other provisions from time to time and shall include any provisions of which they are re-enactments (whether with or without modification); references to Clauses are to clauses of these Conditions. Clause headings and sub-headings are for convenience only and do not affect the construction of these Conditions.
1.3 No Variation. No servant or agent of Company has authority to waive or vary any provision of these Conditions, unless such waiver or variation is in writing and signed by a duly authorized person or director of Company.
1.4 Severability. Each of the provisions of these Conditions is severable and distinct from the others and if at any time one or more of such provisions is or becomes invalid illegal or unenforceable, the validity legality and enforceability of the remaining provisions of these Conditions shall not in any way be affected or impaired thereby.
1.5 Rights Cumulative. Any of the Rights and Defenses conferred on Company by these Conditions shall be in addition to and without prejudice to all other Rights and Defenses available to it (whether contained in these Conditions or under statue or otherwise available in law).
1.6 No Waiver. No omission or delay on the part of Company in exercising any of its Rights and Defenses shall operate as a waiver thereof, nor shall any single or partial exercise by Company of any such Rights and Defenses preclude the further or other exercises thereof or the exercise of any other Rights and Defenses which it has or may have.
1.7 Action in contract, tort, etc. The Rights and Defenses of Company provided in these Conditions shall apply in any action against Company whether founded in contract, tort, bailment, trust or howsoever otherwise founded.
1.8 Customer's Declarations etc. Nothing in these Conditions shall be construed to affect or prejudice the Rights and Defenses of Company, its officers, servants, agents or sub-contractors in or under any separate declarations, certifications, warranties, undertakings and/or indemnities provided or given by or on behalf of Customer.
1.9 Protective Provisions. Subject to Clause 2.2, provisions in these Conditions which:
(a) exempt, exclude, relieve or limit the liability of Company, its officers, servants, agents or subcontractors (including without limitation provisions which limit the time for giving notice of claim or commencing proceedings); or
(b) require Customer and/or Owner to indemnify Company its officers, servants, agents or subcontractors shall apply and take effect notwithstanding (i) any act, omission, negligence, neglect or default of Company, its officers, servants, agents, sub- contractors or any person for whom Company is responsible, or (ii) the circumstances or cause of any loss or damage (to which such exemption, exclusion, relief, limitation or indemnity relates) be unexplained, or (iii) any other matters or causes whatsoever.
2. APPLICATION OF CONDITIONS
2.1 Subject to Clauses 2.2 all and any Services, whether gratuitous or otherwise, are provided subject to these Conditions which are deemed to be incorporated in any agreement between Company and Customer, to the exclusion of all other terms and conditions furnished by Customer or Owner or any other persons on their behalf.
2.2 If any legislation is compulsorily applicable to any Service, these Conditions shall as regard such Service be read as subject to such legislation and nothing in these Conditions shall be construed as a surrender by Company of any of its Rights and Defenses or as an increase of any of its liabilities under such legislation and if any part of these Conditions be repugnant to such legislation to any extent such part shall as regards such Service be void to that extent but no further.
3. CUSTOMER AND OWNER
3.1 Customer entering into any transaction or business with Company expressly warrants that Customer is either Owner or authorized agent of Owner, and that it is authorized to accept and does accept these Conditions not only for itself but also for and on behalf of Owner.
3.2 Customer agrees and warrants that all and any representations, warranties, undertakings, agreements, obligations (including obligations to pay), liabilities, responsibilities and indemnities expressed or implied to be made, given or assumed by Customer in or under these Conditions are made, given and assumed by Customer jointly and severally with Owner.
3.3 Customer agrees and warrants that all and any Rights and Defenses available to Company may be enforced or raised by it against Customer and Owner (and each of them).
4. STATUS AND ROLE OF COMPANY
4.1 Company as a platform agent to provision the buying forwarders required services by Selling Forwarders.
4.2 Company shall not be taken to be acting as a principal in respect of any Service by any reason included but not limited to the following:
(a) the charge by Company of an inclusive price;
(b) the supply by Selling Forwarders of its owned or leased equipment and/or facilities;
(c) the arrangement by Selling Forwarders for Goods to be forwarded, carried, transported, stored or otherwise handled together or in consolidation with other goods.
4.3 All Services to Customer are provided by Company as platform agent. Without prejudice to the generality of the foregoing sentence, Company always acts as a platform agent:
Where Company procures the issue of a third party’s bill of lading or waybill (air or sea or road) or other transport documents (including but not limited to cargo receipts under the Montreal Convention) containing or evidencing a contract of carriage between a third party and Customer (whether or not the same is expressly signed/issued by Company as platform agent of the third party);
4.4 Company shall be entitled to perform any Service or exercise any power or discretion hereunder by itself or its parent or subsidiary companies. Any contract to which these Conditions apply is made by the Company on its own behalf and also as platform agent for and on behalf of any such parent or subsidiary company and any such company shall be entitled to the benefits of these Conditions.
4.5 Company is not a common service provider and never a common carrier, and may in its sole discretion refuse to provide any service to any person.
4.6 As a platform agent, all and any Services provided by Company shall be excluded from any liability of whatever nature and howsoever arising.
4.7 Company shall be entitled, and Customer hereby expressly authorizes Company, to:
(a) enter into (in the name of Customer or Owner or Company or otherwise) all and any contracts with any third party on any terms (including standard trading terms and terms exempting or limiting liability of such third party); and
(b) do all and any other acts on behalf of Customer and/or Owner in relation to the performance or fulfillment of Customer's instructions. Matters authorized aforesaid include without limitation selecting, engaging and contracting with any carriers, forwarders, truckmen, receiving agents, delivery agents, warehousemen, packers and other service providers.
4.8 Company shall be entitled in its sole discretion to delegate on any terms its authority in whole or in part.
4.9 In entering into any contract or doing any act as referred to in Clause 4.7, Company does not itself make or purport to make any contract with Customer or Owner for provision of the services by itself and acts solely on behalf of Customer and/or Owner in procuring the required services by third party(ies) so that the contractual relationship is between Customer and/or Owner and the third party(ies). Company shall have no liability or responsibility whatsoever in respect of any act, or omission, negligence, neglect or default of the third party(ies) or in respect of the Goods. Customer agrees to be bound by all and any such contracts and acts, and shall defend, indemnify and hold harmless Company from and against any Liabilities which Company may incur or suffer arising from or in connection with such contracts or acts.
4.10 Unless contrary written instruction is given by Customer and accepted by Company in writing, Customer waives all rights of enquiry as to the terms, conditions and other particulars of contracts or arrangements entered into by Company pursuant to Clause 4.7.
4.11 Without prejudice to other methods by which Company may charge Customer, Customer expressly agrees that Company may in its discretion charge Customer an inclusive sum and so that the difference between the amount charged by Company and the amount charged by the third party will represent Company's remuneration or commission or income.
5. CUSTOMER'S WARRANTIES AND OBLIGATIONS
5.1 Customer warrants to Company as follows:
(a) Instructions given to Company (or any person on its behalf) are lawful, reasonable, sufficient and executable.
(b) Goods to be presented to Company (or any person on its behalf) shall be presented at Company's nominated place of presentation within the appointed time and in the quantity, packaging and conditions as previously agreed by Company.
(c) Goods presented for any Services are lawful goods and contain no contraband or prohibited items or any item which infringes or may infringe intellectual property or other rights of any other person.
(d) Goods presented are fit and suitable for the Services and the purposes for which they are made available or presented to Company or any person on its behalf.
(e) When presented, the Goods are in such condition so as not to cause damage or injury or likely to cause damage or injury to any property or person for any reason whatsoever.
(f) Prior to presentation, Customer shall have notified Company in writing of any special nature of the Goods which require special or specific handling, precaution or attention.
(g) Particulars of Goods given to Company (or any person on its behalf) are complete, accurate and include all data and information necessary for all purposes (including without limitation customs, consular and other purposes) to accomplish the relevant instructions and the required Services effectively, lawfully and safely.
(h) Without prejudice to (f) or (g) above, all information relating to the Goods is complete, accurate and true and in all respects in conformity and compliance with cargo declaration requirements under all applicable laws, rules and regulations.
(i) All necessary documents including, without limitation, declarations, applications, certificates, licences, confirmations, invoices and packing lists shall be timeously provided to Company or persons nominated by Company.
(j) Goods have been properly, securely and sufficiently packed, and prepared (including proper labelling and marking) in compliance with any statutory regulations or official or recognized standards or requirements, and that such packing and preparation are appropriate to all operations affecting the Goods and in particular to withstand the ordinary risks of handling, storage and carriage.
(k) Proper and sufficient examinations or checks of the Goods have been conducted and all steps have been taken in compliance with all applicable statutory regulations or official or recognized standards or requirements relating to security or integrity of goods.
(l) Customer has complied with all laws and regulations relating to the Goods as regards inter alia their nature, condition, packing, labelling, marking, description, handling, storage and carriage.
(m) Customer shall comply with operational procedures from time to time prescribed by Company or persons on its behalf or its sub-contractors.
(n) Where Services are to be provided by Company on a continuing basis, Customer shall on a continuing basis provide Company (and persons nominated by it) with realistic forecasts of cargo throughput and requirements at such intervals and with such details as Company may reasonably require for the proper performance of the Services contracted for.
(o) The consignee or other person designated or entitled to take delivery of the Goods shall so take delivery within the time and at the place for taking delivery paying all necessary charges, taxes and duties and complying with all applicable formalities and procedures including without limitation surrendering all relevant documents.
(p) Customer is knowledgeable about its business and matters relating thereto and is able, prepared and willing to use all reasonable endeavors to co-operate with Company for efficient execution of the Services and instructions.
5.2 (a) Where Customer is acting as an agent or other intermediary for Owner or any other person in relation to any instruction or Service or Goods, Customer shall disclose to company in writing at the time instructions are first given to Company details of such agency or intermediary arrangement (including, without limitation, the identity and details of such Owner or other person), and shall keep Company advised in writing of changes thereof. Customer shall forthwith obtain for and provide Company with such information and documents about or from such Owner or other person as Company may from time to time require, including (without limitation) information and documents required by Company for submission to any government or regulatory authorities or agencies.
(b) Without prejudice to any of Company's other Rights and Defenses, if there is (or Company believes that there is) any breach or non-performance or delay in the performance by Customer of any of the provisions contained in Clause 8.2(a), Company may (without liability) forthwith refuse to provide or to continue to provide any Service to Customer and/or Owner.
6. CUSTOMER'S INDEMNITIES
6.1 Customer shall indemnify and save harmless Company from and against:
(a) Liabilities arising as a result of Company acting in accordance with Customer's or Owner's instructions, or arising from any breach by Customer or Owner of any warranty, representation, agreement or undertaking herein contained, or arising from any act or omission or negligence (including the provision of ambiguous or incomplete or inaccurate information or instructions) of Customer or Owner or their respective servants, agents or sub-contractors;
(b) all and any claims, costs and demands whatsoever and by whomsoever and howsoever arising or caused made or preferred against Company in excess of or in addition to the liability of Company under these Conditions; and
6.2 Advice and information, in whatever form given, is provided by Company (or person(s) on its behalf) for Customer only, Customer shall indemnify and save harmless Company from and against any Liabilities arising out of any other persons relying upon such advice or information.
6.3 Customer undertakes that no claim of whatsoever nature and howsoever arising shall be made against any officer, servant, agent or sub-contractor of Company which imposes or seeks to impose upon such person any liability in connection with any Services and/or Goods and/or instructions. If any such claim is made, Customer shall indemnify and save harmless Company from and against all consequences thereof.
6.4 Every officer, servant, agent and sub-contractor of Company shall have the benefit of Company's Rights and Defenses under these Conditions as if the same were expressly set out herein for their benefit; and in entering into any contract to which these Conditions relate, Company, for the foregoing purposes, does so not only for itself but also as agent and trustee for such persons.
7. QUOTATIONS AND CHARGES
7.1 Buying Forwarder undertakes to pay to Company in cash (or in such other mode as Company may otherwise stipulate or agree) all sums immediately when due without deduction or deferment on account of any claim, dispute, counterclaim, set-off (equitable or otherwise), or any other matter whatsoever.
7.2 Charges for Services shall be deemed fully earned on receipt of Goods or commencement of Service by or for Company (whichever is the earlier) and shall be paid immediately when due and shall be nonrefundable in any event. Without prejudice to its generality, the preceding sentence shall apply notwithstanding:
(a) any loss or damage or delay of Goods or any claim whatsoever and howsoever arising or caused; or
(b) any refusal or failure for whatsoever reason of the consignee or other designated receiver to take delivery of Goods; or
(c) any confiscation or other disposal of Goods by customs or other authorities for whatsoever reason; or
(d) any abandonment, destruction, sale, storage or otherwise disposal of Goods for whatsoever reason pursuant to the terms of these Conditions.
7.3 Unless otherwise agreed by Company in writing, Company's invoices shall be due for payment immediately upon presentation.
7.4 Buying Forwarder shall be liable for any duties, taxes, imposts, levies, deposits or outlays of any kind levied by any authorities at any port or place for or in connection with the Goods or Services (other than profit tax of Company), and for any payments, fines, expenses, loss or damage whatsoever incurred by Company, its servants, agents or sub-contractors in connection therewith.
7.5 Buying Forwarder shall, upon request, make immediate (advance) payment to Company to cover any money for which Buying Forwarder is or may become liable under Clause 10.2. Company shall not be under any obligation to advance any money to Buying Forwarder or Owner or any person for the purpose.
7.6 Unless otherwise agreed by Company in writing, on all amounts overdue, Company (without prejudice to its other rights or remedies) shall be entitled to charge interest at the rate of 2% per month during the period that such amounts are overdue.
7.7 Quotations are given for immediate acceptance and are subject to withdrawals or revisions. Company may, notwithstanding any acceptance, revise quotations or charges with or without prior notice in the case of changes (beyond its control) in the costs for providing the Services contracted, including, without limitation, changes in currency exchange rates, fuel costs, rates of freight, insurance premiums or other costs or charges relative to the Goods. Customs duties, imposts, levies, deposits, taxes and other government charges or other outlays are additional to charges quoted.
7.8 Charges for Services relative to goods are usually quoted and charged on "chargeable weight" basis. Chargeable weight is the higher of actual gross weight or volume weight. Charges expressed by reference to "per kilogramme" or "per ton" refer to the higher of actual gross weight or volume weight. Details relating to computation of charges will be provided upon request.
7.9 Company shall be entitled to enforce any liability of Customer or to recover any sums payable by Customer against or from Customer as well as Owner. When Goods are accepted or dealt with upon instructions to collect freight, duties, charges or other expenses from the consignee or other person(s), Customer shall remain responsible for the same if they are not paid by such consignee or other person(s) immediately when due.
7.10 If any money owing to Company is not paid when due, Company, without prejudice to its other rights or remedies, may at any time thereafter by notice in writing to Customer and without liability whatsoever immediately terminate:
(a) provision of all or any Services, whether or not such Services relate to the money overdue; and/or
(b) all or any credit arrangements granted to Customer, whereupon all moneys owing by Customer not otherwise due for payment shall become due and payable immediately.
7.11 Company shall be entitled to retain and be paid all brokerages, commissions, allowances and other remunerations customarily retained by or paid to freight forwarders.
7.12 Company shall be entitled to have 15 days credit facilities automatically from customer once customer register as Selling Forwarder, Company will settle payment to Selling Forwarder within the agreed credit period.
8. INSURANCE
8.1 No insurance will be arranged except on express written instructions given by Customer and accepted by Company in writing. Where Company accepts such instructions, Company shall act solely as agent of Customer using reasonable efforts to assist Customer in obtaining insurance coverage (incorporating provisions waiving all rights of subrogation and all rights of recourse against Company, its officers, employees, agents and sub-contractors) for and on behalf of Customer at Customer's expenses. Company does not warrant or undertake any such insurance shall be accepted by the insurance company or underwriters. All insurances effected through the assistance of Company are subject to the usual exceptions and conditions of the policy of the insurance company or underwriters taking the risk. Unless otherwise agreed in writing, Company shall not be under any obligation to assist Customer to obtain a separate insurance on the Goods. Where the underwriters dispute their liability for whatsoever reasons, Customer, as the assured, shall have recourse against the underwriters only.
8.2 Company is not and does not hold itself out as carrying on business as an insurer or insurance broker or insurance agent.
9. LIEN
9.1 Company shall have a particular and general lien and right of detention on all Goods (and documents relating to Goods) in its possession, custody or control for all sums due at any time from Customer and/or Owner to Company, whether in respect of such Goods or for any particular or general balance or on any account whatsoever. Storage, demurrage and other applicable charges in respect of Goods under lien or otherwise detained shall continue to accrue on the account of Customer.
9.2 Company shall be entitled on not less than 14 days written notice to Customer to sell, dispose of or otherwise deal with such Goods or documents (by auction or private treaty or otherwise) as agent for and at the risk and expense of Customer and apply the proceeds thereof in or towards payment of such indebtedness. Upon accounting to Customer for any balance remaining after payment of sums due and cost of sale or disposal or other dealing, Company shall be discharged of any liability whatsoever in respect of such Goods or documents. Company shall not be liable for any deficiencies or reduction in value received on the sale or disposal or other dealing of the Goods or documents, nor shall Customer/Owner be relieved from liability merely because the Goods or documents have been sold or disposed of or otherwise dealt with.
10. NO DUTY TO DECLARE / PRESERVE RIGHTS
10.1 Company shall not be obliged to make any declaration for the purpose of any statute, convention or contract as to the nature or value of any Goods or as to any special interest in delivery or to make any declaration as to specific stowage or storage requirements of any Goods.
10.2 Company shall have no obligation to give any notice of claim to any third party on behalf of Customer or Owner or any other person, or to notify Customer or Owner or any other person to give any such notice of claim, or otherwise to take any action to preserve or protect any right or potential right which Customer or Owner or any other person may have against any third party.
10.3 Company shall be under no obligation to exercise any lien for general average contribution due to Customer or Owner.
11. LIBERTIES AND RIGHTS OF COMPANY
11.1 Company reserves to itself absolute discretion as to the means, routes, methods, manner and procedures to be followed in the performance of any Services.
11.2 If in the opinion of Company it is at any stage necessary or desirable in the interest of Customer or Owner or Goods to depart from Customer's or Owner's instructions, Company shall be at liberty (but is not obliged) to do so. Any such departure and any action or omission taken or made pursuant thereto are hereby expressly authorized by Customer.
11.3 Company may at any time comply with orders or recommendations given by any Government or other authority or agency. All and any responsibility and liability of Company in respect of the Goods shall cease on delivery or other disposition of the Goods in accordance with such orders and/or recommendations.
11.4 Pending forwarding or delivery, Goods may be warehoused or otherwise held at any place(s) at the sole discretion of Company at the cost and risk of Customer and/or Owner.
11.5 Customer expressly consents that Company may (but is not obliged to) at any time open any Goods, packages and Transport Units tendered by or on behalf of Customer or Owner without notice to Customer or other persons to verify, inspect, examine, weigh or measure the contents thereof. Any expense resulting therefrom shall be borne by Customer.
11.6 In this Clause 11, an "Event" means any of the following events or circumstances:
(a) (in the opinion of Company or person in whose custody the Goods are at the relevant time) the Goods are insufficiently addressed or marked; or are likely to deteriorate, decay, become worthless or incur charges in excess of their value; or may cause loss or damage or delay to other goods or injury to persons; or the condition of the Goods are or will likely become such that they cannot safely or properly be serviced, carried, stored or otherwise handled;
(b) there is or Company reasonably considers that there is any breach of any of the warranties or obligations contained in Clause 5 and such breach is not remedied by Customer within 14 days (or such shorter time as circumstances may require) after being required so to do by Company by written notice to Customer.
11.7 Without prejudice to any of Company's other Rights and Defenses, upon and at any time after the occurrence of an Event, Company may (in its sole discretion and without liability and without notice (or further notice in the case of Clause 11.6(c)) to Customer or any other person) do or arrange to be done any one or more of the following (at the risk of Customer and/or Owner):
(a) store the Goods or any part thereof ashore or afloat, under cover or in the open, at any place;
(b) sell, dispose of or abandon the Goods or any part thereof (whether or not any action has been taken pursuant to (a) above).
11.8 All charges and expenses arising in connection with any storage, dealing, handling, sale, disposal or abandonment of the Goods in pursuance of Clause 11.7 or in connection with any effort undertaken to preserve or save the Goods shall be paid by Customer on demand; and Customer shall indemnify Company from and against all and any Liabilities incurred or suffered by reason of any action taken in pursuance of Clause 11.7.
11.9 All and any proceeds derived from any sale or other disposal of any Goods pursuant to Clause 11.7 may be applied by Company in its sole discretion towards payment of any moneys owing by Customer and/or Owner to Company whether or not the moneys owing relate to the Goods sold or disposed of.
12. LIABILITY AND LIMITATION
12.1 Company shall not be liable for any indirect, incidental, special or derivative losses. The company will not be liable for any loss, damage, offloaded, delayed delivery, mis-delivery, or non-delivery. Nor will the company make any shipping fee adjustments, refunds or provide any compensation for any reason.
12.2 In the event of any kind of Claims and compensation, it shall comply or applied the standard trading condition of Buying Forwarder & Selling Forwarder, Company will not get involve nor take any liabilities in all means.
13. APPLICABLE LAW AND JURISDICTION
13.1 These Conditions and any contract to which they apply shall be governed by and construed according to the laws of the Hong Kong Special Administrative Region.
13.2 Customer (for itself and for Owner) and Company hereby irrevocably submit to the exclusive jurisdiction of the Courts of the Hong Kong Special Administrative Region, provided that Company may also bring any legal proceedings against Customer or Owner in any other Courts of competent jurisdiction, and proceedings by Company in any one or more jurisdictions shall not preclude legal proceedings by it in any other jurisdictions, whether concurrent or not.
13.3 Without prejudice to any other rights or remedies which Company may have, in the event of Customer (or Owner) bringing any proceedings against Company in breach of Clause 13.2, Customer and Owner shall indemnify Company from and against all consequences thereof including, without limitation, legal costs and expenses incurred by Company.
The Customer expressly agrees that the use of the Company Services is at the Customer’s sole risk.
The Company endeavours to ensure the accuracy and reliability of the Services provided but does not guarantee its accuracy or reliability and accepts no liability (whether in tort or contract or otherwise) for any loss or damage arising from any inaccuracies or omissions.
The Company does not make any express or implied offers, representations or warranties (including, without limitation, any warranty or merchantability or fitness for a particular purpose or use) regarding the Services.
The Company will not be liable to any Customer or any other party for any interruption, inaccuracy, error, or omission, regardless of cause, in the Services or for any damages (whether direct or indirect, consequential, punitive, or exemplary) resulting from its use by any party.
The Company shall not be liable for any failure or delay in performance of its obligations because of circumstances beyond its reasonable control, including but without limitation, acts of God, typhoons, rainstorms, other natural disasters, government restrictions, strikes, wars, virus outbreak, network failures or telecommunications failures.