1. INTRODUCTION & ACCEPTANCE
These General Terms and Service Conditions ("T&C") govern all services provided by Motion Logistics Services Co. (and any of its subsidiaries and affiliates) ("Motion," "we," "us," or "our"), a limited liability company organized under the laws of the Kingdom of Saudi Arabia (CR No. 4030024412, Unified No. 7012771114), with its principal place of business at 3404 Prince Mohammad Bin Abdulaziz Branch Road, Al Faysaliyah District, Jeddah 23441, Kingdom of Saudi Arabia and operating through its separate subsidiaries and affiliates in various countries including but not limited to the United Arab Emirates, Lebanon, France, and others.
By requesting, accepting, or using any of our services (including but not limited to freight forwarding, customs clearance, warehousing, or related logistics activities), or by communicating with us via email, quotation, purchase order, messaging application, or by allowing us to commence performance, you (the "Customer," "you," or "your") unconditionally and irrevocably agree to be bound by these T&C. If you are acting on behalf of a company or entity, you represent and warrant that you have full authority to bind that entity.
These T&C apply automatically unless overridden by a separate written agreement signed by an authorized corporate officer of Motion. No employee, agent or representative of Motion other than a corporate officer (CEO or Managing Director) is authorised to waive, vary, amend or supplement these T&C. Any such waiver, variation, amendment or supplement must be in writing and signed by such corporate officer.
The Customer shall promptly provide a copy of these T&C to all its agents, contractors, insurers, underwriters, consignees, notify parties and any other Person having an interest in the Goods or the shipment and shall procure their acceptance of these T&C. The Customer shall be liable for any breach of these T&C by any such Person as if it were its own breach.
The parties agree that contracts may be validly concluded and evidenced by electronic means (email, WhatsApp, portal, EDI, etc.). Neither party shall contest the validity or enforceability of any agreement, quotation, booking confirmation or document on the grounds that it was concluded electronically or lacks a handwritten signature.
These T&C incorporate by reference the terms of any applicable Master Bill of Lading or Master Air Waybill issued by third-party carriers, as detailed in Section 5.
Motion reserves the right to update these T&C at any time, with changes effective 15 days after posting on https://www.motionsupplychain.com. Continued use of our services after such posting constitutes your acceptance of the updated T&C.
Only the Motion entity that issues the quotation or confirms the booking shall be contractually liable. No other company within the Motion group of companies shall have any liability whatsoever.
2. DEFINITIONS
Unless the context otherwise requires, the following terms shall have the meanings set out below:
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Customer means any person, firm, company or entity that requests, accepts or uses Services from Motion or communicates with Motion in relation thereto.
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Services means any and all logistics and supply chain services provided by Motion, including but not limited to freight forwarding (air, sea, land), customs clearance, warehousing, distribution, pick & pack, inventory management, and any ancillary services.
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Goods means any cargo, merchandise, packages, pallets, containers or items accepted by Motion for handling, storage or transportation on behalf of the Customer.
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Cash-Basis Services means Services where full payment (or payment on delivery) is required before release of the Goods or performance of the relevant Service (Section 3A).
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Credit-Basis Services means Services performed under an approved credit facility with deferred payment terms (Section 3B).
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Warehouse Services means storage, handling, order preparation and related services performed at Motion’s warehouses (or any 3rd party warehouse service provider delegated by Motion) (Section 4).
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Carrier means any actual ocean carrier, airline, trucking company or rail operator that physically performs the carriage of Goods under a Master Bill of Lading, a Master Air Waybill, or any other shipping document.
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Master BL / MAWB means the means the transport document issued by or on behalf of the Carrier for the carriage of the Goods by sea or air, whether in paper or electronic form.
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House BL / HAWB means the Bill of Lading, Sea Waybill, or Air Waybill issued by Motion or on its behalf in its capacity as freight forwarder, whether in paper or electronic form.
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Receiving Goods means the receipt and unloading of Goods delivered by or on behalf of the Customer to Motion’s warehouse, together with verification and recording of the transaction.
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Quality Inspection means the visual and/or functional inspection performed by Motion on received Goods to identify obvious damage, quantity discrepancies, or non-conformity with the Customer’s instructions, together with the keeping of related records.
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Returned Goods means any Goods returned from the market, end-customers, or distribution channels and delivered back to Motion’s warehouse for processing.
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Damaged Goods means any Goods returned from market channels, end-customers, or distribution and delivered back to Motion’s warehouse for processing.
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Expired Goods means Goods that have passed their declared expiry or “best before” date.
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Disposal means the destruction or removal of Damaged Goods or Expired Goods only after obtaining the Customer’s prior written approval and in strict compliance with the relevant regulatory authority in the Country of Operation (including but not limited to SFDA in Saudi Arabia) and municipal regulations, with all related records maintained.
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Pallets means wooden or plastic pallets (standard size (but not limited to) 1.0 m × 1.2 m × height 1.8 m, maximum 1,000 kg) received from the Customer, used for handling/storing the Goods, and returned to the Customer, with full transaction records and monthly reporting.
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Force Majeure means any event beyond Motion’s reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, government actions, pandemics, epidemics, strikes, lockouts, port congestion, carrier insolvency, fire, flood, severe weather, significant fuel price increases, currency fluctuations, piracy, nuclear/chemical/biological contamination, or any other extraordinary circumstance.
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SDR means Special Drawing Rights as defined by the International Monetary Fund.
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Working Day means any day other than Friday and Saturday or official public holidays in the Kingdom of Saudi Arabia; or any day other than Saturday and Sunday or official public holidays in the Country of Operation (as applicable depending on where the Services are primarily performed).
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Country of Operation means the country where the relevant Motion entity, subsidiary, or affiliate is providing the Services and/or where the Goods are being handled, stored, cleared, or transported at the relevant time.
3. SHIPMENT SERVICES
The provisions below apply whenever Motion provides freight forwarding, customs clearance, transportation, or any related shipment services.
3A. Cash-Basis Shipment Services
(Applies when the quotation or order confirmation specifies “Cash Basis” or when no credit facility has been formally approved)
3A.1 Payment in full (including freight, duties, taxes, and all charges) must be received before Motion releases the Goods or issues a delivery order/release note.
3A.2 Payment methods: bank transfer, SADAD, or cash (within authorized limits).
3A.3 In case of Collect/Cash on Delivery (COD) shipments, Motion shall collect the invoice amount from the consignee before physical delivery. Motion is not liable if the consignee refuses or fails to pay.
3A.4 Storage, demurrage, detention, or any other charges arising after arrival due to non-payment shall be for the Customer’s account and payable immediately.
3A.5 No credit or deferred payment is granted under Cash-Basis Services.
3B. Credit-Basis Shipment Services
(Applies only when Motion has expressly approved and signed a credit facility with the Customer)
3B.1 Approved credit limit and payment terms (number of days from invoice date) are specified in the separate Credit Application Agreement or approval letter which are an integral part of granting any credit facility.
3B.2 Invoices are due within the approved credit period. Overdue amounts shall bear a late-payment fee of 1.5 % per month (equivalent to 18 % per annum), calculated daily on the outstanding balance from the due date until full settlement. Article 171 of the Civil Transactions Law, which stipulates the right to compensation for delay in fulfilling the obligation, shall apply.
3B.3 Motion may require a bank guarantee, corporate guarantee, or cash deposit as security for the credit facility.
3B.4 In the event that the Client delays in settling any invoice from its due date or exceeds the approved credit limit, Motion shall send to the Client via electronic mail a notice and a demand for payment, and Motion shall be entitled immediately thereafter to suspend all services and to detain the goods until the Client has paid in full all outstanding financial obligations.
3B.5 The Customer shall pay all bank charges, legal fees, and collection costs arising from late or non-payment.
Common Provisions Applicable to Both 3A and 3B (The following apply whether the service is Cash-Basis or Credit-Basis)
3.1 Motion acts as freight forwarder unless expressly agreed in writing as principal/contracting carrier.
3.2 Quotation and Order Confirmation The Customer may request Services by issuing a Work Order or by any written or electronic instruction (including email or messaging applications). Motion shall issue a quotation (in its standard format or by email). Acceptance of the quotation by the Customer (whether by written confirmation, email reply, purchase order, messaging application, or by allowing Motion to proceed with the Services) constitutes a binding and irrevocable contract. Once the Services are performed, the accepted quotation becomes a valid and enforceable invoice payable strictly according to the agreed payment terms.
3.3 All quotations are valid for 7 days unless otherwise stated and are subject to space, equipment, and rate availability. Moreover, all rates are subject to currently applicable surcharges, fuel, security, and regulatory charges, which may vary without prior notice. Quotations are for informational purposes only and non-binding unless Motion confirms acceptance in writing with specific rates and terms.
3.4 All customs duties, taxes (in the country of origin or destination), demurrage, detention, storage charges, and any payments due to governmental or non-governmental third parties shall remain the sole and direct responsibility of the Customer and must be settled in advance or immediately upon demand. Any delay, additional costs, penalties, or losses arising from the Customer’s failure to settle such amounts in a timely manner shall be for the Customer’s exclusive account, and Motion shall have no liability whatsoever in respect thereof.
3.5 Trade Sanctions, Export Controls, and Compliance
The Customer represents, warrants, and covenants full compliance with all applicable trade sanctions, export controls, embargoes, anti-terrorism laws, and related regulations (including but not limited to EU, US, UN, Saudi, and French laws, as well as any lists of restricted parties or countries). The Customer shall provide all required information and documentation in a timely manner, including but not limited to export control classification numbers (ECCN or equivalent), HS codes, end-user/end-use statements, licenses, permits, and details of any restricted entities, destinations, or transactions. Motion reserves the right to refuse, suspend, return, abandon, or terminate any Services if it suspects non-compliance or if required by law, at the Customer’s sole risk, cost, and expense, without liability. The Customer shall indemnify and hold Motion harmless from any claims, fines, penalties, losses, or liabilities arising from any breach of this clause or related laws.
3.6 It is the Customer’s sole and non-delegable responsibility to identify, classify, declare and properly package any dangerous goods or goods that may be confused with dangerous goods. If the commodity being shipped is not dangerous goods but could be confused as such, the Customer shall clearly mark “NOT RESTRICTED” on the booking instructions. Motion may refuse or abandon such shipment at Customer’s risk and expense without any liability.
3.7 Motion may refuse, abandon, or return any shipment at the Customer’s risk and expense if it violates any law, regulation, or carrier requirement.
3.8 The Customer is responsible for obtaining all necessary licenses, permits, and approvals for the export, import, transportation, and storage of its Goods from the competent authorities in the Country of Operation, prior to the arrival of the Goods at any of the relevant airports, seaports, or facilities. The Customer shall also bear full responsibility for ensuring that all Goods comply with all applicable laws, regulations, and systems in force in the Country of Operation (including, in the Kingdom of Saudi Arabia, the requirements of the Saudi Food and Drug Authority (SFDA), the Saudi Standards, Metrology and Quality Organization (SASO), and the Zakat, Tax and Customs Authority (ZATCA)).
3.9 The Customer must disclose in writing at the time of booking if the Goods are subject to any special payment terms, including but not limited to Letters of Credit (LC), documentary collections, or other financial instruments. Failure to disclose such terms shall make the Customer solely responsible for any resulting delays, additional costs, storage fees, or demurrage. Motion shall not be liable for any delays or losses arising from undisclosed payment conditions, and the Customer agrees to indemnify Motion against any related claims.
3.10 Document deadline: The Customer shall provide all required documents, certificates, licences, or information within 24 hours of Motion’s request. Any delay, demurrage, storage, or extra costs arising from late or incomplete documentation shall be for the Customer’s account.
3.11 Space & rate availability Motion shall use commercially reasonable efforts to secure carrier space and equipment. Motion shall not be liable for failure to obtain space, rate increases, rolling of cargo, or schedule changes by carriers. Motion will promptly notify the Customer of any booking issues.
3.12 Delivery of Shipping Documents Where Motion is responsible for customs clearance, Motion shall use commercially reasonable efforts to submit the original shipping documents directly to the relevant Saudi airport/seaport customs authorities within the free storage period allowed by those authorities.
Where the Customer (or its appointed customs broker) is responsible for customs clearance, Motion shall use commercially reasonable efforts to deliver the original shipping documents to the Customer (or its broker) in sufficient time to enable submission within the free storage period.
Motion shall not be liable for any demurrage, detention, storage charges, penalties, or losses arising from late submission if such delay is caused by the Customer’s failure to provide required documents/information, carrier delays, customs delays, or any other circumstance beyond Motion’s reasonable control.
3.13 Extraordinary Events & Rate Adjustment
In case of any extraordinary event or circumstance beyond Motion’s reasonable control (including but not limited to the events listed in the definition of Force Majeure), Motion reserves the right, acting reasonably and after consultation with the Customer where practicable, to (a) suspend performance, (b) withdraw or adjust previously accepted rates/quotations, or (c) terminate the contract without liability. Any additional costs incurred shall be for the Customer’s account.
3.14 Hindrance Clause
If at any stage Motion’s performance is or is likely to be affected by any hindrance, risk, delay, difficulty or disadvantage of any kind whatsoever (including the condition of the Goods) not arising from Motion’s own fault or neglect and which cannot be avoided by the exercise of reasonable endeavours, Motion may at its sole discretion suspend performance and/or place the Goods or any part of them at any place it deems safe and convenient, whereupon delivery shall be deemed completed and all responsibility of Motion shall cease. Motion shall remain entitled to full agreed remuneration and the Customer shall pay all additional charges and expenses resulting therefrom.
3.15 Cargo Security Screening Consent
For any Shipment involving air, ground, or multimodal transportation subject to applicable security laws or regulations in any jurisdiction (including but not limited to aviation security requirements in the Country of Operation or transit countries), Customer hereby consents to the search, inspection, screening, or examination of the Goods, including any non-intrusive or intrusive methods, as may be required or permitted by law, competent authorities, carriers, or security agencies. Motion may perform, arrange, or facilitate such screening at Customer’s risk and expense if deemed necessary or required. Motion shall have no liability for any delay, damage, loss, or additional costs arising from such security measures.
4. WAREHOUSE SERVICES
The following provisions apply whenever Motion provides storage, handling, order preparation, inventory management, or any related warehouse services at its facilities in Riyadh, Jeddah, and Dammam.
4.1 Scope of Services
Motion shall provide the following warehouse services as instructed by the Customer:
a) Receiving Goods
b) Handling In
c) Segregation and Quality Inspection of Goods (OSDR)
d) Storage under the agreed conditions (Dry Storage or Ambient 15–25 °C or other temperature-controlled as specifically agreed)
e) Order picking, packing, and preparation
f) Loading onto third-party vehicles designated by the Customer
g) Handling of Returned Goods
h) Management and Disposal of Damaged Goods and Expired Goods in accordance with the relevant regulatory authority in the Country of Operation (including but not limited to SFDA in Saudi Arabia) and municipal regulations
i) Receiving and returning Pallets
4.2 Storage Conditions and Charges Storage conditions (ambient or dry) and applicable rates are those published in the latest Motion warehouse tariff available on the website or as specifically quoted. Rates are calculated per CBM/day or per pallet/month as applicable.
4.3 Customer Obligations
4.3.1 The Customer shall provide accurate and complete information about the Goods (including SKU, batch numbers, expiry dates, storage requirements, and value) at the time of delivery to the warehouse.
4.3.2 The Customer warrants that all Goods comply with all applicable laws and regulations in the Country of Operation (including, in the Kingdom of Saudi Arabia, SFDA, SASO, and ZATCA requirements).
4.3.3 The Customer remains fully responsible for obtaining and maintaining all required licences, permits, and registrations for the Goods.
4.3.4 The Customer warrants that the Goods, including their nature, contents, and packaging, are lawful and duly authorized for import, export, transportation, and storage in the Country of Operation, and that they fully comply with all applicable laws and regulations in force therein (including, in the Kingdom of Saudi Arabia, the requirements of the Saudi Food and Drug Authority (SFDA), the Saudi Standards, Metrology and Quality Organization (SASO), and the Zakat, Tax and Customs Authority (ZATCA)).
The Customer shall bear sole and full responsibility for any unlawful, prohibited, counterfeit, restricted, or non-compliant Goods and shall indemnify, defend, and hold Motion harmless against any fines, penalties, confiscation, claims, losses, damages, or legal actions arising from the nature, contents, legality, or regulatory compliance of the Goods.
4.4 Insurance
Motion maintains a third-party liability insurance policy. Details of the policy are available upon the Customer’s written request. The Customer is solely responsible for arranging adequate all-risk warehouse insurance covering the full value of its Goods while stored in Motion’s facilities. If the Customer requests Motion to arrange additional warehouse insurance, this can be done against an extra fee and only through a third-party insurer. Motion gives no warranty as to the sufficiency or recovery under any such policy and shall have no liability in connection therewith.
4.5 Liability for Loss or Damage in Warehouse
4.5.1 Motion shall be liable only for loss or damage proven to be caused by its gross negligence or wilful misconduct during physical handling, loading, or unloading operations inside the warehouse.
4.5.2 In no event shall Motion’s liability exceed the coverage provided under its third-party liability insurance policy or SAR 200 per cubic metre of the affected Goods, whichever is lower.
4.5.3 Motion shall have no liability whatsoever for natural deterioration, expiry, temperature fluctuations, infestation, leakage, inherent vice, insufficient packaging, or any cause not arising from the gross negligence or wilful misconduct described above. Motion shall not be liable for consequential or indirect damages (including loss of profit, market, or opportunity).
4.6 Damage and Expiry
4.6.1 Motion shall promptly notify the Customer of any damaged or expired Goods.
4.6.2 Disposal of expired or damaged Goods shall only occur after obtaining the Customer’s written approval and in full compliance with the relevant regulatory authority in the Country of Operation (including but not limited to SFDA in Saudi Arabia) and municipal regulations. All disposal costs shall be borne by the Customer.
4.7 Access and Audits
The Customer or its authorised representatives shall have access to the warehouse premises only by prior appointment and with Motion’s express approval (minimum 48 hours’ written notice required). Quarterly cycle counts and annual full physical inventory counts may be conducted jointly subject to Motion’s prior approval and availability.
5. COMMON PROVISIONS (Applicable to all Services)
5.1 Payment & Invoicing
5.1.1 Invoices may be issued and delivered in original paper format or electronically (email, portal, or fax) and shall be legally binding in any format. All charges are quoted and invoiced in Saudi Riyals (SAR) exclusive of VAT and any other applicable taxes or governmental charges, which shall be added and paid by the Customer as per Saudi regulations.
Notwithstanding the foregoing, where services are provided locally by a Motion subsidiary or affiliate operating in a country other than the Kingdom of Saudi Arabia, charges may be quoted and invoiced in the local currency of that country (or such other currency as agreed between the parties), exclusive of any applicable local taxes or governmental charges, which shall be added and paid by the Customer in accordance with the regulations of that country.
The currency of quotation, invoicing, and payment shall be the local currency of the Country of Operation (or such other currency as expressly agreed in the quotation or confirmation), unless otherwise specified.
5.1.2 Invoices are issued monthly or upon completion of each service, whichever is earlier.
5.1.3 Payment terms are strictly as defined in §3A (Cash-Basis) or §3B (Credit-Basis). No other payment terms, deductions, set-offs, or retentions are permitted unless expressly agreed in writing by Motion’s authorized signatory.
5.1.4 The Customer shall pay all invoices without deduction, set-off, or counterclaim.
5.1.5 Possessory and Contractual Pledge
Motion shall have a general possessory and contractual lien on all Goods and documents in its actual or constructive possession for all sums whatsoever due at any time from the Customer (whether present or future claims). If any sum remains unpaid for more than fifteen (15) days after becoming due, Motion shall, after fifteen (15) days’ written notice, be entitled to apply to the competent court for an order to sell the Goods by public auction or private sale without further notice. The proceeds shall be applied against the debt and any surplus remitted to the Customer.
5.1.6 All bank charges, collection costs, and legal fees arising from late or non-payment shall be borne by the Customer.
5.1.7 Administrative Fees for Inaccurate or Incomplete Information/Documentation In addition to any other remedies, indemnities, or liabilities under these T&C, if any shipment instruction, documentation (including transport documents, bills of lading, declarations, certificates, licenses, or EDI transmissions), weight, volume, description, HS code, labelling, packaging, or other information provided by the Customer is inaccurate, incomplete, incorrect, misleading, or non-compliant with these T&C, applicable laws, regulations, or carrier requirements, the Customer shall pay an administrative fee of SAR 300 per consignment (or such higher amount as Motion may reasonably determine based on the severity and costs incurred), plus all resulting extra costs, delays, demurrage, detention, storage, fines, penalties, or losses. Motion may, at its sole discretion, refuse, suspend, return, or abandon the shipment at the Customer’s sole risk and expense without liability.
5.1.8 Authority-Imposed Fees and Surcharges
In addition to quoted rates, the Customer shall pay all fees, surcharges, taxes, duties, or other charges imposed by governmental authorities, carriers, harbors, roads, or other entities (including but not limited to congestion fees, road taxes, harbor dues, environmental surcharges, or Brexit-related fees where applicable). These may vary without notice and shall be invoiced at Motion's actual cost plus an administrative fee of SAR 200 per instance (or as reasonably determined). Motion reserves the right to adjust rates for such changes at any time.
5.1.9 Currency Fluctuation and Clearing Rate
Where charges are quoted or invoiced in a currency other than the local currency of the Country of Operation (or as expressly agreed), Motion may apply a fluctuation fee to account for exchange rate variations during the invoicing period. This fee shall be based on Motion's internal clearing rate (derived from reliable published sources), plus a reasonable markup. The fee applies monthly or as needed for global operations, including in affiliates such as France (EUR). The Customer shall pay any such fees without deduction or set-off.
5.2 Liability & Insurance
5.2.1 Motion acts solely as agent or freight forwarder unless expressly agreed in writing as principal carrier, and accordingly Motion shall not be liable for any loss, damage, or delay occuring while the Goods are in the custody of any carrier or third party.
5.2.2 Where Motion issues a Master BL/MAWB through a third-party carrier, the terms and conditions of that carrier (including Hague-Visby, Montreal Convention, CMR, etc.) shall apply to the actual carriage and prevail for that portion of the transport. Motion’s liability during the carrier’s custody, if any, shall not exceed the carrier’s limits.
5.2.3 In the absence of proven negligence or other fault by Motion while the Goods are in the physical custody of Motion, Motion has no liability whatsoever for any loss, damage, expense, or delay.
5.2.4 Subject to the further limitations of liability in subparagraphs 5.2.5 and 5.2.6, Motion’s liability for any loss, damage, expense, or delay resulting from the proven negligence or other fault of Motion is limited as follows: (1) if the claim arises from Motion’s customs brokerage services, the lesser of one hundred eighty seven Saudi Riyals (SAR 187) per entry or the amount of brokerage fees paid to Motion for the entry; (2) if the claim relates to transportation services covered by a Master BL/MAWB or storage, distribution, or handling services covered by a warehouse receipt or storage agreement issued by Motion, the lesser of one hundred eighty seven Saudi Riyals (SAR 187) per shipment or the commercial invoice value of the shipment; or (3) if clauses (1) and (2) do not apply, the lesser of one hundred eighty seven Saudi Riyals (SAR 187) per shipment or the commercial invoice value of the shipment. However, the applicable amount of any partial loss, damage, expense, or delay shall be adjusted pro rata.
5.2.5 As a further limitation on Motion’s liability, Customer agrees that the maximum aggregate of Motion’s liability to Customer for any charges, claims, damages, liabilities, judgments, costs, expenses, payments, or losses of any kind during any calendar year that are not already limited by other provisions of this paragraph 5.2, whether or not the same arise out of or relate to services performed by Motion, shall be no more than the lesser of the following: (i) eighteen thousand seven hundred Saudi Riyal (SAR 18,700); (ii) actual, direct damages; or (iii) the aggregate service charges paid by Customer to Motion during the same period.
5.2.6 As a further limitation on Motion’s liability, Customer agrees that Motion shall in no event be liable for any indirect, incidental, consequential, punitive, statutory, or special damages, including lost profits, income, or opportunity, even if Motion is on notice of the possibility of any such damages or for the acts or omissions of any other person and however arising, including for breach of contract, tort, negligence, willful or intentional acts or omissions. The limitations and exclusions in this paragraph 5.2 apply even if they cause any remedy otherwise available to fail of its essential purpose and without regard to Motion’s performance or failure or delay of performance.
5.2.7 The limitations in this paragraph 5.2 apply unless higher coverage is separately purchased and confirmed in writing by Motion prior to rendering services, in which case Motion’s liability may be increased to the agreed higher limit upon payment of additional compensation.
5.2.8 Customer must declare the value of the Goods in writing and prior to or at the time of acceptance of the shipment, such declaration to appear on the relevant booking confirmation and/or transport document and to be expressly accepted by Motion in writing. In the absence of such written declaration of value and prior written agreement for ad-valorem liability or separate cargo insurance coverage, any recovery shall be strictly limited to the limits set forth in this paragraph 5.2. A declaration of value shall not constitute insurance.
5.2.9 Insurance of Goods in Transit: Motion does not insure Customer Goods during transportation. The Customer is solely responsible for arranging adequate all-risk cargo insurance on a warehouse-to-warehouse basis. If the Customer requests Motion to arrange cargo insurance, this will be done against an additional premium paid in advance and only through a third-party insurer. Motion shall have no liability whatsoever regarding the adequacy, validity, or payment of any claim under such policy.
5.3 Force Majeure
5.3.1 Motion shall not be liable for any failure or delay caused by events beyond its reasonable control, including but not limited to: acts of God, war, terrorism, riots, embargoes, government actions/restrictions, pandemics, epidemics, strikes, port congestion, carrier insolvency, technical/mechanical failure of carrier equipment, fire, flood, or severe weather or any other extraordinary circumstance.
5.3.2 Any additional costs arising from Force Majeure events (demurrage, detention, rerouting, storage, etc.) shall be for the Customer’s account.
5.3.3 No presumption against drafter
These T&C shall be construed without regard to any presumption or rule requiring construction against the party that drafted them or caused them to be drafted.
5.4 Claims & Dispute Resolution
5.4.1 The Customer shall notify Motion in writing of:
a. Any claim relating to invoice discrepancy or any other objection to the invoice or the amounts claimed therein, within 5 Working Days of the date of the invoice; or
b. Any claim relating to loss, damage, delay, or any other matter arising from the carriage of the Goods, within the earliest of:
i. 5 Working Days from delivery of the Goods (or, in the case of total loss, from the date the Goods should have been delivered); or
ii. The date the Customer became aware (or should reasonably have become aware) of the event giving rise to the claim; or
iii. Any shorter mandatory notice period prescribed under applicable international conventions, laws, or regulations (including but not limited to the Montreal Convention, Warsaw Convention, Hague-Visby Rules, Hamburg Rules, and CMR Convention) where such provisions are compulsorily applicable.
In the absence of such written notice within the applicable period specified above:
- With respect to invoice disputes under (a), the invoice, the amounts claimed therein, and the services associated therewith shall be deemed valid, conclusive, and fully approved by the Customer, shall constitute conclusive evidence of their correctness and Motion’s due entitlement in accordance with the applicable rules of the country of operation, and the Customer shall be precluded from raising any subsequent claim, dispute, or deduction in respect thereof.
- With respect to claims arising from carriage of the Goods under (b), the Customer’s right to claim shall be extinguished to the extent permitted by the applicable mandatory international conventions, laws, or regulations.
5.4.2 No invoice or payment may be withheld or delayed due to any dispute or alleged discrepancy in any other invoice or job.
5.5 Governing Law
This Agreement and all Services are governed exclusively by the laws of the Country of Operation where the relevant Motion entity or affiliate is providing the Services. All disputes arising out of or in connection with these T&C or the Services shall be subject to the exclusive jurisdiction of the competent courts in the Country of Operation (or, in the absence of a specific local court designation, the competent courts in Riyadh, Kingdom of Saudi Arabia).
The parties irrevocably submit to the jurisdiction of these courts and waive any objection on grounds of venue or inconvenient forum.
The prevailing party shall be entitled to recover all costs, expenses, and reasonable attorney fees incurred in connection with any dispute or collection action.
In case of any discrepancy between the English and Arabic language versions (where Arabic is an official language in the Country of Operation), the Arabic language interpretation shall prevail.
5.6 Miscellaneous
5.6.1 If any provision of these T&C is held by a court or competent authority to be invalid, illegal, or unenforceable, such provision shall be deemed severed and deleted. The remaining provisions shall continue in full force and effect and remain binding on the parties as if the invalid provision had never been included.
5.6.2 No Waiver – Failure or delay by Motion in exercising or enforcing any right or remedy under these T&C shall not constitute a waiver of that right or remedy, nor shall it prevent or restrict any future exercise or enforcement thereof. Any waiver by Motion must be in writing and signed by an authorized representative.
5.6.3 Assignment – The Customer may not assign rights without Motion’s written consent. Motion may subcontract or assign. Motion may assign or transfer any of its rights or obligations under these T&C without the Customer’s consent.
5.6.4 Confidentiality – Both parties shall keep confidential all information relating to the other’s business.
5.6.5 Entire Agreement – These T&C (together with any signed separate agreement) constitute the entire agreement and supersede all prior understandings.
5.6.6 Motion and the Customer are and shall at all times remain fully independent contractors. Nothing in these T&C or in the parties’ business relationship shall be construed as creating a partnership, joint venture, agency relationship, association, or employment relationship between Motion and the Customer. Each party is responsible for its own employees, taxes, and compliance obligations.
5.6.7 Subcontracting Motion has complete liberty to choose the means, route, procedure and any third party to be followed in the handling, transportation, storage, clearance, delivery or otherwise dealing with the Goods and to subcontract any or all of the Services on any terms whatsoever without prior notice to or consent from the Customer. All carriers, agents, warehouses and other subcontractors shall be considered agents of the Customer and not employees or agents of Motion. Motion shall be liable to the Customer for the acts or omissions of its subcontractors only to the same limited extent as set forth in Clause 5.2 (Liability & Insurance). The Customer shall have no direct right of action against any subcontractor and irrevocably waives any such right.
5.6.8 Each subsidiary and affiliate of Motion is a separate legal entity with its own independent legal personality and limited liability under the laws of its jurisdiction of incorporation or establishment. Nothing in these T&C shall be construed as creating joint or several liability across Motion group companies except as expressly provided herein.
5.6.9 Updates Motion may amend these T&C by posting the new version on https://www.motionsupplychain.com, amendments become effective 15 calendar days after posting. Continued use constitutes acceptance.
5.6.10 No Oral Modification / Entire Agreement
These T&C constitute the entire agreement between the parties and supersede all prior oral or written agreements, understandings or arrangements. No variation shall be effective unless in writing and signed by a corporate officer of Motion.
5.7 Indemnification
Customer shall indemnify Motion and hold Motion harmless from and against all charges, claims, damages, liabilities, judgments, costs, expenses, payments, or losses of any kind (including for purchase price, freight, storage, demurrage, detention, duties, taxes, fines, penalties, incidental, indirect, consequential, or exemplary damages, and Motion’s litigation expenses and reasonable expenses, including attorneys’ fees) arising from or related to any one or more of the following: (a) any breach of any representation, warranty, covenant, agreement, undertaking, consent, or waiver by Customer; (b) any failure of Customer to pay or perform when due its obligations to Motion or to any other Person (including any Governmental Unit, carrier, vendor, holder or assignee of any Master BL/MAWB, warehouse receipt, or other commercial document); (c) Customer’s violation of any Law or failure to disclose, correct, or complete any entry, export, security or other data or documents (including, without limitation, regulatory violations or undisclosed Letters of Credit or other financial instruments); (d) any other claim by any such other Person, in each case, even if not due to any negligence or other fault of Customer. If any action, claim, suit, or proceeding is brought against Motion, Motion shall give notice in writing to the Customer by mail to the address on file with Motion. At Customer’s expense, Motion may employ attorneys and other professionals of its own choice in connection with any indemnified matter. Customer’s indemnity obligation in this paragraph shall not apply to the extent a court of competent jurisdiction enters a final, non-appealable judgment, specifically finding that the charge, claim, damage, liability, judgment, cost, expense, payment, or loss was directly and proximately caused by Motion’s gross negligence or willful misconduct.
5.8 Data Privacy (GDPR) The Customer represents, warrants, and covenants that it complies with all applicable privacy and data protection laws (including the EU General Data Protection Regulation (GDPR) where applicable) with respect to any personal data provided to Motion in connection with the Services. Where Motion processes such data on behalf of the Customer (e.g., in EDI, bookings, or customs), Motion acts as a data processor and shall process the data only in accordance with the Customer's lawful instructions and these T&C. Motion may transfer or access such data globally as needed for the Services, subject to appropriate safeguards. For details on Motion's data privacy policy, see www.motionsupplychain.com. The Customer shall obtain all necessary consents from data subjects for such processing and indemnify Motion against any breaches.
6. Termination
6.1 Either party may terminate this business relationship and any ongoing Services by giving the other party thirty (30) calendar days’ prior written notice.
6.2 Motion may terminate immediately without notice in case of material breach by the Customer (including non-payment, provision of unlawful Goods, or failure to insure the Goods).
6.3 Termination shall not relieve the Customer from paying all outstanding amounts or removing its Goods from Motion’s facilities. Motion retains its lien and sale rights until full settlement.
