1. ABOUT CENTENNIAL LOGISTICS NETWORK (“CLN”)
1.1. CLN was founded on July 2015. It is at its very core, a Network that seeks to connect freight forwarders from across the globe.
1.2. CLN serves to promote network development in the freight forwarding industry by inviting freight forwarders to be CLN representatives in their own respective countries. CLN welcomes both newly established as well as long-established businesses in freight-forwarding from all around the world.
1.3. Since its inception in July 2015, CLN has evolved from being a regional platform to an international platform in the freight forwarding industry, covering five (5) continents through its continuous recruitment of Members.
1.4. CLN’s motto is “Every dollar you save is a dollar you make!” and it looks forward to welcoming new members who share similar commercial objectives.
1.5. CLN will not be responsible for any losses caused and/or suffered by its Members as a result of their own acts in relation to each other, save for reviewing and considering claims by Members against the non-payment of direct freight-forwarding costs by other Members, subject to the Terms and Conditions listed out in Rule 11 – “The Trust Fund” below.)
1.6. Further to Rule 1.5 above, it is material to note that CLN is not a provider of insurance services and consequently, it will not be responsible for any losses suffered by its Members as a result of any acts done by third parties, nor will it be responsible for any losses caused to third parties as a result of any acts done by its Members.
2. CORE VALUES, VISION AND PURPOSE
2.1. CLN and its Members shall strive to develop, foster and broaden regional and international contacts for the betterment of the freight forwarding industry within CLN.
2.2. CLN and its Members shall aim to establish a strong, cooperative spirit between its Members.
2.3. CLN and its Members shall work towards the promotion of corporate social responsibility between Members as Members play a vital role in complying with the laws, rules and regulations, protocols, standards and the like, of the freight forwarding industry. For instance, Members are to act in accordance with the Singapore Logistics Associations (“SLA”) Standard Trading Conditions at all times and/or any other rules or regulations similar to SLA or otherwise that apply to the Member given the particular country the Member is from.
2.4. CLN and its Members shall cooperate and assist in the recruitment of new members within the freight forwarding industry.
2.5. CLN and its Members shall envision building closer ties and deeper relationships between Members, which is in line with placing every Member’s interests and welfare at heart.
2.6. CLN and its Members shall strive to provide business opportunities to each other, if any.
2.7. CLN and its Members shall seek to ensure that Members provide, as well as are provided with, good service in respect of freight-forwarding services. This shall be the norm that Members shall strive towards.
2.8. CLN and its Members shall seek to protect and boost the reputation of CLN and its Members.
2.9. CLN and its Members shall seek to improve their service standards while doing business with one another.
3. EXECUTION OF THE CORE VALUES, PURPOSE AND VISION OF CLN
3.1. CLN shall conduct itself in line with its core values, purpose and vision at all times and in addition, organize an annual conference to offer and provide an avenue for Members to promote their services.
4. THE ANNUAL CONFERENCE
4.1. CLN shall organize an annual conference (hereinafter known as the “Annual Conference”) to offer and provide an avenue for Members to promote their services
4.2. The Annual Conference is an important aspect of experiencing the best of what CLN provides.
4.3. The Annual Conference provides an avenue of convenience and opportunity for Members to meet one another to improve, magnify and better understand the scope of services that the other Members provide in the freight forwarding industry.
4.4. The Annual Conference serves as a one-stop access to all CLN Members to discuss potential business opportunities. It is also a cost-effective way of promoting and seeking businesses to and/or from one another. Members may also make a presentation on specific topics for the interest of CLN Members.
4.5. CLN strongly encourages each and every Member to attend the Annual Conference each year.
4.6. Members may also elect to send a representative or representatives (which may be registered by proxy or proxies) of their company or companies to attend the Annual Conference.
5. THE BENEFITS AND PRIVILEGES OF BEING A MEMBER OF CENTENNIAL LOGISTICS NETWORK
5.1. Opportunities for Members can be found within the CLN network itself, in light of a wide-ranging web of services that other Members provide.
5.2. Members will be part of an international freight forwarding network that provides business opportunities through an integrated network and a more personal touch at the Annual Conference.
5.3. Members will have easy access to the contact details of other Members by logging into CLN’s website at www.centennialogisticsnetwork.com.
5.4. An intranet and/or password enabled platform where Members may share their views, opinions, suggestions and feedback as well as seek answers to their queries from other Members is available exclusively for CLN members.
5.5. A Trust Fund for Members to utilize in the event of non-payment of the cost of freight forwarding transactions between Members is available, which aims to provide Members financial security and peace of mind (do note that this is subject to the Terms and Conditions as set out in Rule 10 – “Membership Fees and Trust Fund Fees” and Rule 12 – “The Trust Fund” below).
5.6. Registered members can also participate in our WhatsApp group through their mobile phone. WhatsApp platform is for all members to communicate with market information sales enquiries and quotation. It is an entry towards friendship bonding besides business development.
6. ADMISSION AS A MEMBER
6.1. CLN welcomes everyone. Members who already have membership(s) with other networks still qualify to be members of CLN.
6.2. Recruitment of Members in CLN is restricted to 4 to 5 members per country. An exception of 14 to 16 members per country applies to bigger countries like China, India and the United States of America.
6.3. The number of members recruited by CLN from each country remains at the sole discretion of CLN and is subject to change.
6.4. The application form (hereinafter referred to as the “Application Form” – see Annex 1) and the acknowledgment form (hereinafter referred to as the “Acknowledgment Form” – see Annex 2) shall be read, understood and completed by potential members. Members shall be provided with a copy of these Rules and the Code of Business Ethics and Conduct (hereinafter referred to as the “Code”) of CLN.
6.5. Members are encouraged to list down the certifications and/or licenses that they hold so as to promote their accreditations and expertise within CLN and to its Members.
6.6. Potential Members shall make all the relevant payments necessary before they are admitted as Members of CLN (see “Rule 10 – The Membership Fees and Trust Fund Fees”).
6.7. Upon successful receipt of the Application Form, the Acknowledgment Form and the relevant payments, Members will be bound by these Rules and the Code.
7. OBLIGATIONS OF MEMBERS
7.1. Members shall obey and abide by the Code and these Rules.
7.2. Members shall pay their Membership Fees and Trust Fund Fees promptly each year without delay when their annual renewal fees are due.
7.3. All members are encouraged to attend the Annual Conference.
7.4. Members shall treat all other Members with respect and dignity.
7.5. Members shall assist other Members with any queries they may have, even if no business transaction takes place.
7.6. Members shall update CLN of any changes in their contact details if there are any changes so that the Register is updated and current.
7.7. Members shall not organize and/or howsoever get involved with other Members of CLN with respect to and/or howsoever in connection with any dispute, discussions, gatherings which the Council of CLN and Members of CLN find to be prejudicial or to the detriment of CLN.
8. THE MANAGEMENT AND STRUCTURE OF CENTENNIAL LOGISTICS NETWORK
8.1. A flowchart of the Management of CLN is attached herewith at Annex 3.
8.2. The Management shall comprise of the Council (hereinafter referred to as the “Council”).
8.3. The Council
8.3.1. The Council shall have the authority to exercise all powers in CLN. The Council shall be responsible for the overall control, direction, administration, operation and supervision of Centennial Logistics Network.
8.3.2. The Council shall comprise at least 3 members, namely the President and two (2) Vice-Presidents.
8.3.3. The 1st Vice-President shall be the one in power and shall execute the responsibilities of the President in the event that the President is unable to do so for any reason.
8.3.4. The Council shall work in the best interest of CLN and its Members within its financial means (see Rule 9 – “The Financial Means of Centennial Logistics Network” below).
8.3.5. The Council shall be at liberty to refuse potential members’ applications without any explanation.
9. THE FINANCIAL MEANS OF CENTENNIAL LOGISTICS NETWORK
9.1. CLN’s financial viability will be primarily funded by the Membership Fees collected from all its Members annually (hereinafter referred to as the “Membership Fees”).
9.2. The Trust Fund does not form any part of CLN’s financial viability and is treated separately. and Trust Fund
10. MEMBERSHIP FEES AND TRUST FUND FEES
10.1. A reminder to make payment of the Membership Fees and Trust Fund Fees shall be sent by CLN annually. Members are advised to make prompt payment of the aforesaid fees when these fees are due.
10.2. The Annual Membership Fees and Trust Fund Fees are subject to change at any time at CLN’s sole discretion. Members will be given at least 1 month’ notice of these changes prior to the following annual cycle.
11. THE TRUST FUND
11.1. CLN has a financial security plan in place which guarantees Members payment for direct freight forwarding costs between Members (hereinafter referred to as the “Trust Fund”).
11.2. For the avoidance of any doubt and for the sake of certainty, CLN is not a provider of insurance services for Members or otherwise. No goods or services provided by Members, hacking issue or bank fraud,dispute between Members and/or with third parties are covered under this Trust Fund. This Trust Fund only covers freight forwarding charges incurred between Members in the event the claim is approved and/or accepted by the Council after deliberation.
11.3. The Trust Fund is set up as a reserve for the Members to utilize in the event Members encounter non-payment of direct freight forwarding costs with another Member. The Trust Fund serves as a form of compensation for the aggrieved party.
11.4. The Trust Fund is for the exclusive use between CLN Members only. No coverage is provided for transactions which involve non-members of CLN. 11.5. As CLN is at its very core a Network and not a provider of insurance services, no coverage is provided for any losses sustained by Members other than direct freight forwarding costs between Members.
11.6. The Trust Fund shall not be utilized and/or liable for any debts and/or liabilities that Members of CLN incur or accrue in the course of their business transactions with one another.
11.7. The Trust Fund shall not be available to compensate Members for any loss of profits that Members suffer or any special, incidental or consequential damages arising out of or in connection with or as a result of any business transactions with one another.
11.8. The Trust Fund shall not be available for the purposes of any form of compensation to Members from any claim or demand, which includes attorneys’ fees or the cost of commencing legal proceedings, which Members of CLN may seek for any reason.
11.9. Trust Fund contributions must be made by all Members, including subsidiaries of Members who wish to be part of CLN.
11.10. At the end of every 3 years, Members who stay and/or remain members for the entire period without interruption will be eligible for the refund on their contributions to the Trust Fund but less any liabilities, costs or claims accepted and/or approved by the Council.
11.11. The minimum sum claimable from the Trust Fund is USD 500.00. The maximum sum claimable from the Trust Fund is USD 30,000.00. The Trust Fund has a deductible feature, where the “deductible” is the minimum sum claimable sum before the Member can file a claim under the Trust Fund.
11.12. Members who wish to utilize the Trust Fund must be full fee-paying Members and are obliged to contribute to the Trust Fund annually. 11.13. The monies held under the Trust Fund for the benefit of Members are limited to what monies are available. In the event that the monies held under the Trust Fund are fully utilized, there will be no further amount available for the use of Members and no further claims will be accepted by the Council.
11.14. In order to make a claim under the Trust Fund, Members must product all relevant documents supporting the Members proposed claim. Members should also produce a summary of events detailing out in a clear and concise manner how the proposed claim came about.
12.1. In the event of a dispute involving the non-payment of freight forwarding costs between Members, Members shall apply to CLN for mediation, during which their dispute will be heard by the Council.
12.2. Mediation may be conducted by way of video-conferencing, correspondence (which includes facsimile, electronic mail and letters). CLN may require parties to provide documents for review in relation to the mediation.
12.3. The Council will act independently and their decision on the outcome of the dispute is final.
12.4. Members are to note that the intention of CLN is to facilitate and provide an amicable and effective resolution between Members.
12.5. The resolution of the dispute between parties shall be dealt with in strict confidence and documents or any form of materials used during the course of the resolution shall be treated with strict confidentiality.
12.6. Credit Terms among members varies from 30 to 45 days. If any invoice exceeds 60 days, Members must notify CLN immediately so that CLN may follow up with the matter on that Member’s behalf.
12.7. All claims made by Members must be filed within 90 days from the date of the invoice.
12.8. No claims shall be accepted by CLN if the invoice is less than 60 days old.
12.9. All pay-outs from Trust Fund for disputed cases/claims will be made known to all members.
12.10. In the event CLN is not able to resolve the dispute amicably between Members, the Council will use its discretion to either dispense with the mediation and/or suggest to the parties that they find an alternative method of resolution.
13. TERMINATION OF MEMBERSHIP
13.1. Without limiting the generality of anything in these Rules, CLN may terminate a Member from CLN, in whole or in part with no refund of the Membership Fee or Trust Fund Fee, immediately by notice in writing if:-
13.1.1. The Member (including any branch or subsidiary of the Member) is in breach of any term of these Rules and/or Code and such breach is not remedied within 30 days of notification by CLN;
13.1.2. The Member’s Membership Fees or Trust Fund contributions remain unsettled after 3 reminders are sent to the Member;
13.1.3. The Member becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration;
13.1.4. The Member, being a partnership, dissolves, threatens or resolves to become or is in jeopardy of dissolving;
13.1.5. The Member distributes any information obtained by way of its membership with CLN to non-members of CLN;
13.1.6. The Member ceases or threatens to cease conducting its business in a normal manner;
13.1.7. The Member engages in any misconduct and/or conduct unbecoming and/or conduct unbefitting of a Member of CLN, where “conduct unbecoming and/or conduct unbefitting” means conduct that is in the view of the Council of CLN to be contrary to the interest of other Members of CLN and CLN itself; or in the opinion of the Council of CLN to harm the image and standing of CLN in the eyes of other members and/or the public ; and/or
13.1.8. The Member and/or Members organize and/or howsoever get involved with other Members of CLN with respect to and/or howsoever in connection with any dispute, discussions, gatherings which the Council of CLN and Members of CLN find to be prejudicial or to the detriment of CLN.
13.1.9. CLN may terminate any Member with immediate effect, without the need any reason and/or explanation whatsoever. CLN may also terminate any Member if it is the view of the Council of CLN to be contrary to the interest of other Members of CLN and CLN itself; and/or in the opinion of the Council of CLN to harm the image and standing of CLN in the eyes of other Member(s) and/or the public.
13.1.10. Any Member may terminate its membership with CLN with immediate effect, without the need for any reason and/or explanation whatsoever with no refund of the membership fee or trust fund.
13.2. If notice is given to the Member pursuant to sub rule 1 above, CLN may, in addition to terminating the Agreement;
13.2.1. Retain any monies paid by the Member; and
13.2.2. Be regarded as discharged from any further obligations.
13.3. Members are prohibited from setting up a network with the same objectives as CLN whilst being Members of CLN. CLN shall terminate members who breach this Rule.
13.4. Any Member may terminate their membership by giving 4 Weeks’ notice (hereinafter referred to as “Termination Notice”) to CLN in writing via letter or electronic mail. The Termination Notice shall be signed and dated.
13.5. An acknowledgment by CLN shall be issued to the Member within 4 weeks of CLN’s receipt of the Termination Notice. The name of the Member shall then be removed from the Register.
13.6. Resigning Members will have to settle all outstanding Invoices owed to existing CLN Members. Similarly, any outstanding amounts owed to Resigning Members have to be settled by CLN Members without any delay.
13.7. Members are advised that neither the Membership Fee nor the payment towards the Trust Fund will be refunded for the year in which termination takes effect.
13.8. Members who voluntarily withdraw, automatically terminate their membership or are terminated by CLN shall refrain from using CLN logo (hereinafter referred to as the “Logo”).
14. DEBTS AND LIABILITIES OF MEMBERS OF CENTENNIAL LOGISTICS NETWORK
14.1. CLN shall not be liable for any loss of profits that Members suffer or any special, incidental or consequential damages arising out of or in connection with or as a result of any business transaction with one another.
14.2. In no event shall CLN be responsible in any form of compensation to Members from any claim or demand, which includes attorneys’ fees or the cost of commencing legal proceedings, which Members of CLN may seek for any reason.
14.3. Members acknowledge that to the extent that CLN has made any representations which may or may not have been otherwise expressly represented by CLN and/or as stated in these Rules and/or the Code, Members have been provided with an opportunity to verify the accuracy of these representations that Members obtained and/or utilized through CLN.
15. GENERAL PROVISIONS
15.1.1. Any notice required to be given by either CLN or the Member shall be in writing and shall be served by sending registered post or a facsimile to CLN’s network address as stated above or to the Member’s address as registered with CLN.
15.1.2. Any notice shall be deemed to have been served if sent through the post within 1 week after the time of dispatch and if sent by facsimile at the time of transmission and in proving service it shall be sufficient to prove that such facsimile was duly dispatched to a current telecopy number of the addressee for the said address of service.
15.2. Governing Law
15.2.1. The Code and these Rules shall be governed by the laws of the Republic of Singapore.
15.2.2. In the event that the Code and these Rules contradict one another, these Rules shall prevail between them.
15.2.3. These Rules and Code shall be binding on all Members of CLN who have attested and declared their acknowledgment to abide by these Rules and Code at all times by signing on the Application Form as well as the Acknowledgment Form at the time of application as a Member of CLN.
15.2.4. The Rules and Code are non-exhaustive and are subject to change at regular intervals. CLN will serve notice of any change to the Rules and/or Code on Members via letters and/or electronic mail and/or bulletins on its website.
15.2.5. Members are advised to regularly visit CLN’s website at www.centennialogisticsnetwork.com to keep track of any changes to the said documents.
16. FORCE MAJEURE
16.1. Neither the Member nor CLN will be liable for any delay or failure to perform its obligations pursuant to these Rules if such delay is due to Force Majeure, where “force majeure” means a circumstance beyond the reasonable control of CLN’s Management and its members which results in the Member and/or CLN being unable to observe or perform an obligation on time under these Rules.
16.2. Such circumstances shall include but shall not be limited to:
16.2.1. Acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster; and
16.2.2. Acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and Strikes.
16.3. If a delay or failure of a Member to perform its obligations is caused or anticipated due to Force Majeure, the performance of that Party’s obligations will be suspended.
17.1. These Rules and all its contents herein may be amended at any point in time, at CLN’s sole discretion.
17.2. All Members will be notified of such amendments and/or changes by way of electronic mail and/or post and/or a bulletin on CLN’s website.
17.3. Any and all such amendments will take effect 30 days from the date that the notification is sent out and/or posted on CLN’s website, whichever is earlier.