TERMS & CONDITIONS OF SERVICE
These terms and conditions of service constitute a legally binding contract between the ”Company” and the “Customer”. In the event the Company renders services and issues a document containing
Terms and Conditions governing such services, the Terms and Conditions set forth in such other documents(s) shall govern those services.
1. De finitons.
(a) "Company" shall mean FREIGHT SERVICES, INC., its subsidiaries, related companies, agents and/or representatives;
(b) "Customer" shall mean the person for which the Company is rendering service, as well as its agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties,
warehousemen, buyers and/or sellers, shipper's agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and
copy(s) of these terms and conditions of service to all such agents or representatives;
(c) "Documentation" shall mean all information received directly or indirectly from Customer, whether in paper or electronic form;
(d) "Ocean Transportation Intermediaries" ("OTI") shall include an "ocean freight forwarder" and a "non-vessel operating carrier";
(e) "Third parties" shall include, but not be limited to, the following: "carriers, truckmen, cartmen, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted
for transportation, cartage, handling and/or delivery and/or storage or otherwise".
2. Company as agent.
The Company acts as the "agent" of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the ling of export
documentation on behalf of the Customer and other dealings with Government Agencies: as to all other services, Company acts as an independent contractor
3. Limitation of Actions.
(a) Unless subject to a speci c statute or international convention, all claims against the Company for a potential or actual loss, must be made in writing and received by the Company, within ninety (90) days of the
event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer.
(b) All suits against Company must be led and properly served on Company as follows:
(i) For claims arising out of ocean transportation, within one (1) year from the date of the loss;
(ii) For claims arising out of air transportation, within two (2) years from the date of the loss;
(iii) For claims arising out of the preparation and/or submission of an import entry(s), within seventy- ve (75) days from the date of liquidation of the entry(s);
(iv) For any and all other claims of any other type, within two (2) years from the date of the loss or damage.
4. No Liability for the Selection or Services of Third Parties and/or Routes. Unless services are performed by persons or rms engaged pursuant to express written instructions from the Customer, Company shall use
reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment; advice by the Company that a
particular person or rm has been selected to render services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person or rm will render such services
nor does Company assume responsibility or liability for any action(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment
is in the custody or control of a third party or the agent of a third party; all claims in connection with the Act of a third party shall be brought solely against such party and/or its agents; in connection with any such
claim, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company.
5. Quotations Not Binding.
Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice;
no quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a speci c rate or amount set forth in the quotation and
payment arrangements are agreed to between the Company and the Customer.
6. Reliance on Information Furnished.
(a) Customer acknowledges that it is required to review all documents and declarations prepared and/or led with the Customs Service, other Government Agency and/or third parties, and will immediately advise
the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration led on Customer's behalf;
(b) In preparing and submitting customs entries, export declarations, applications, documentation and/or export data to the United States and/or a third party, the Company relies on the correctness of all
documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify and
hold the Company harmless from any and all claims asserted and/or liability or losses su ered by reason of the Customer's failure to disclose information or any incorrect or false statement by the Customer upon
which the Company reasonably relied. The Customer agrees that the Customer has an a rmative non-delegable duty to disclose any and all information required to import, export or enter the goods.
7. Declaring Higher Value to Third Parties.
Third parties to whom the goods are entrusted may limit liability for loss or damage; the Company will request excess valuation coverage only upon speci c written instructions from the Customer, which must agree
to pay any charges therefor; in the absence of written instructions or the refusal of the third party to agree to a higher declared value, at Company's discretion, the goods may be tendered to the third party, subject
to the terms of the third party's limitations of liability and/or terms and conditions of service.
8. Insurance.
Unless requested to do so in writing and con rmed to Customer in writing, Company is under no obligation to procure insurance on Customer's behalf; in all cases, Customer shall pay all premiums and costs in
connection with procuring requested insurance.
9. Disclaimers; Limitation of Liability.
(a) Except as speci cally set forth herein, Company makes no express or implied warranties in connection with its services;
(b) Subject to (d) below, Customer agrees that in connection with any and all services performed by the Company, the Company shall only be liable for its negligent acts, which are the direct and proximate cause
of any injury to Customer, including loss or damage to Customer's goods, and the Company shall in no event be liable for the acts of third parties;
(c) In connection with all services performed by the Company, Customer may obtain additional liability coverage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and
agreeing to make payment therefor, which request must be con rmed in writing by the Company prior to rendering services for the covered transaction(s).
(d) In the absence of additional coverage under (c) above, the Company's liability shall be limited to the following:
(i) where the claim arises from activities other than those relating to customs brokerage, $50.00 per shipment or transaction, or
(ii) where the claim arises from activities relating to "Customs business," $50.00 per entry or the amount of brokerage fees paid to Company for the entry, whichever is less;
(e) In no event shall Company be liable or responsible for consequential, indirect, incidental, statutory or punitive damages even if it has been put on notice of the possibility of such damages.
10. Advancing Money.
All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to Customer; the granting of credit to a Customer in connection with a particular transaction
shall not be considered a waiver of this provision by the Company.
11. Indemni cation/Hold Harmless.
The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability arising from the importation or exportation of Customer’s merchandise and/or any conduct of the
Customer, which violates any Federal, State and/or other laws, and further agrees to indemnify and hold the Company harmless against any and all liability, loss, damages, costs, claims and/or expenses, including
but not limited to reasonable attorney’s fees, which the Company may hereafter incur, su er or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against the
Company, it shall give notice in writing to the Customer by mail at its address on le with the Company.
12. C.O.D. or Cash Collect Shipments.
Company shall use reasonable care regarding written instructions relating to "Cash/Collect" or "Deliver (C.O.D.)" shipments, bank drafts, cashier's and/or certi ed checks, letter(s) of credit and other similar payment
documents and/or instructions regarding collection of monies but shall not have liability if the bank or consignee refuses to pay for the shipment.
13. Payment
(a) Customer shall make payment to Carrier, without deduction or seto , within thirty (30) days of the date on the original invoice. Payments received more than forty (40) days after the date of the invoice shall
incur late charges in the amount of 15% ( fteen percent) per annum of the outstanding balance due, or the highest rate of interest permitted by applicable law, whichever is less, from the due date until paid.
(b) Customer shall be liable (i) for all unpaid charges payable on account of a shipment pursuant to this contract, and (ii) to pay or indemnify Carrier for all claims, nes, penalties, damages, costs or other sums which
may be incurred by Carrier by reason of any violation of this contract or any other default.
(c) Overcharge and Undercharge Claims. All claims for overcharge or undercharge shall be made within one hundred eighty (180) days of the date of the original invoice, or the date of shipment, whichever
comes rst. The passage of such one hundred eighty (180) day period shall be a complete bar to any actions to recover an undercharge or overcharge.
(d) Credit Card Payment. All payments by credit card are subject to a 4.5% charge based on the invoiced amount. All payments that are not paid within (40) days after the date of invoice date may be processed
by Freight Services with the customers credit card on le. Customer’s signature on this agreement allows Freight Services to process payment and by this signature the customer agrees to pay the
total amount charged in compliance with the cardholder’s agreement.
14. Forfeiture of Discounts and Costs of Collection.
(a)All discounts o ered, as indicated on the invoice faces, are forfeited should Customer fail to comply in all respects with payment terms. In any dispute involving monies owed to Company, the Company shall be
entitled to all costs of collection, including reasonable attorney’s fees and interest at 15% per annum or the highest rate allowed by law, whichever is less, unless a lower amount is agreed to by Company.
(b) If payment is not received from Customer within sixty (60) days from the invoice date, the account will be submitted to a collection agency and may be done so without notice to Customer.
15. General Lien and Right to Sell Customer's Property.
(a) Company shall have a general and continuing lien on any and all property of Customer coming into Company's actual or constructive possession or control for monies owed to Company with regard to the
shipment on which the lien is claimed, a prior shipment(s) and/or both;
(b) Company shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any on-going storage or other charges; Customer shall notify all
parties having an interest in its shipment(s) of Company's rights and/or the exercise of such lien.
(c) Unless, within thirty days of receiving notice of lien, Customer posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due,
in favor of Company, guaranteeing payment of the monies owed, plus all storage charges accrued or to be accrued, Company shall have the right to sell such shipment(s) at public or private sale or auction and
any net proceeds remaining thereafter shall be refunded to Customer.
16. No Duty to Maintain Records for Customer.
Customer acknowledges that pursuant to Sections 508 and 509 of the Tari Act, as amended, (19 USC §§1508 and 1509) it has the duty and is solely liable for maintaining all records required under the Customs
and/or other Laws and Regulations of the United States; unless otherwise agreed to in writing, the Company shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not
act as a "recordkeeper" or "recordkeeping agent" for Customer.
17. Obtaining Binding Rulings, Filing Protests, etc.
Unless requested by Customer in writing and agreed to by Company in writing, Company shall be under no obligation to undertake any pre- or post Customs release action, including, but not limited to,
obtaining binding rulings, advising of liquidations, ling of petition(s) and/or protests, etc.
18. Preparation and Issuance of Bills of Lading.
Where Company prepares and/or issues a bill of lading, Company shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc.; unless speci cally requested to do so in
writing by Customer or its agent and Customer agrees to pay for same, Company shall rely upon and use the cargo weight supplied by Customer.
19. No Modi cation or Amendment Unless Written.
These terms and conditions of service may only be modi ed, altered or amended in writing signed by both Customer and Company; any attempt to unilaterally modify, alter or amend same shall be null and void.
20. Compensation of Company.
The compensation of the Company for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by the Company to transport and deal with the
goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers and others in connection with the shipment. On ocean
exports, upon request, the Company shall provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or
action against the Customer for monies due the Company, upon recovery by the Company, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee.
21. Severability.
In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in full force and e ect.
22. Governing Law; Consent to Jurisdiction and Venue.
These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of California without giving consideration to principles of con ict of law. All disputes
arising hereunder shall be resolved at Pima County, Arizona and at no other place.
Customer and Company
(a) irrevocably consent to the jurisdiction of the State and Federal courts located in the County of Pima, State of Arizona.
(b) agree that any action relating to the services performed by Company, shall only be brought in said courts;
(c) consent to the exercise of in personam jurisdiction by said courts over it, and
(d) further agree that any action to enforce a judgment may be instituted in any jurisdiction.