Terms And Conditions
These Terms and Conditions of service constitute a legally binding contract between the “Company” and the “Customer.” These Terms and Conditions shall govern all services provided by the Company to the Customer.
(a) “Company” shall mean Logenix International, LLC, its subsidiaries, related companies, agents and/or representatives;
(b) “Customer” shall mean the person or entity for whom the Company is rendering Services (as defined below). Without limiting the generality of the foregoing, the Customer includes all of its principals, 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 the 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) “Services” shall mean any and all work and services provided by the Company to the Customer or to a client or customer of the Customer, including all work and services provided at the Customer’s request or pursuant to a purchase order. Without limiting the generality of the foregoing, Services include all logistics, global planning, freight forwarding, and warehousing services provided by the Company for the Customer, for the Customer’s benefit, or for the benefit of a client or customer of the Customer.
(f) “Third Parties” (“Third Party,” singular) mean and shall include, without limitation, any one or more of the following engaged or selected by the Company to perform a portion of the Services or to handle certain aspects of the logistics, transportation, clearance and delivery of goods: subcontractors, vendors, carriers, truckmen, cartmen, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to whom 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 filing of export and security documentation on behalf of the Customer and other dealings with Government Agencies, or for arranging warehousing services with Third Parties, or for arranging for transportation services or other logistics services in any capacity other than as a carrier.
3. Limitation of Actions.
(a) All claims against the Company for a potential or actual loss related to or arising from the Services rendered by the Company shall be made in writing and received by the Company within no more than sixty (60) days after the event giving rise to the claim. The failure to give the Company timely notice of a claim as required by this paragraph shall constitute the Customer’s waiver of such claim and waiver of any rights or remedies otherwise available.
(b) Notwithstanding anything to the contrary under applicable law, all suits and legal actions against the Company shall be brought within the following number of years or within the statute of limitations under applicable law, whichever is shorter, and the Customer shall be barred from prosecuting any suit or legal action after such time periods:
(i) For claims or actions arising out of ocean transportation within one (1) year after the date of the loss;
(ii) For claims or actions arising out of air transportation, within two (2) years after the date of the loss;
(iii) For claim or actions arising out of the preparation and/or submission of an import entry(s), within seventy-five (75) days after the date of liquidation of the entry(s);
(iv) For claims or actions arising out of warehousing within nine (9) months after the date of delivery by the warehouse;
(v) For any and all other claims, actions, or suits of any other kind, within two (2) years after the date of the loss or damage.
4. No Liability for the Selection or Services of Third Parties and/or Routes.
The Customer acknowledges that the Company may engage or select a Third Party to perform a portion of the Services, or to perform other or additional services related to the handling, logistics, transportation, clearance, warehousing, or delivery of goods (collectively, “Third Party Services”). The Company does not provide any warranty for Third Party Services, and the Company shall not under any circumstances be responsible or liable for any of the following claims (collectively, “Third Party Claims”): (i) any loss, liability, damage or delay caused by or arising from any act or omission by any Third Party or its agents or representatives providing Third Party Services; and (ii) any loss, liability, damage or delay caused or incurred while goods are in the custody or control of any Third Party or its agents or representatives. All Third Party Claims shall be brought solely against the Third Party or its agents and representatives. At the Customer’s request, the Company shall, at the Customer’s cost and expense, reasonably cooperate with the Customer and assist the Customer with any Third Party Claim.
5. Quotations Not Binding.
Any and all estimates, proposals and quotations (collectively, “Estimates”), including any such estimates, proposals and quotations provided in any purchase orders, as to fees, rates of duty, freight charges, insurance premiums or other charges are provided for informational purposes only, are not binding on the Company and are subject to change without notice. Except as otherwise provided in these Terms and Conditions, no Estimates shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the Estimate, and payment arrangements are agreed to between the Company and the Customer.
6. Reliance On Information Furnished.
(a) The Customer acknowledges that it is obligated to carefully review all documents and declarations prepared by the Company or filed by the Company with U.S. Customs & Border Protection or any other Government Agency or entity, and the Customer shall immediately advise the Company of any errors, discrepancies, incorrect statements or omissions on any such declaration or other submission prepared or filed on the Customer’s behalf. The Customer shall be solely responsible and liable (and the Company shall not be responsible or liable) for any liability resulting or arising from any such error, discrepancy, incorrect statement or omission.
(b) In preparing and submitting customs entries, export declarations, applications, security filings, documentation and/or other required data (collectively, “Filings”), the Company relies on the correctness of all documentation from the Customer, whether in written or electronic format, and all information furnished by the Customer. The Customer shall use reasonable care to ensure the accuracy and completeness of all such information and all Filings and shall indemnify and hold the Company harmless from and against any and all claims asserted and/or liability or losses suffered by reason of (i) the Customer’s failure to comply with these Terms and Conditions, (ii) the Customer’s failure to disclose information required to be disclosed in any Filings; or (iii) the Customer’s furnishing any inaccurate, incorrect, incomplete or false statement or information upon which the Company relies. The Customer agrees that it has an affirmative, non-delegable duty to accurately and completely disclose any and all information required or necessary to import, export, enter or transport the goods.
(c) This paragraph applies notwithstanding anything to the contrary in these Terms and Conditions, and notwithstanding anything to the contrary in any purchaser order or other written or oral agreement of the parties. The Customer acknowledges that any Estimate prepared or submitted by the Company is based, in part, on information and specifications regarding the goods to be transported (the “Specifications”). The Specifications include, without limitation, weights and dimensions of the goods and other logistical information regarding the transportation of the goods. The Customer also acknowledges that the Company relies on the Specifications furnished by the Customer when making or giving an Estimate, including any Estimate that may be binding. Any Estimate, including any otherwise binding Estimate, given by the Company in reliance upon inaccurate or incomplete Specifications furnished by the Customer shall be subject to change, and the price or charges for the Services may increase if the Specifications furnished by the Customer are inaccurate or incomplete.
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 specific written instructions from the Customer, in which case the Customer shall agree to pay any charges therefore. In the absence of written instructions or the refusal of the third party to agree to a higher declared value, at the Company’s discretion, the goods may be tendered to the third party, subject to the terms of the third party’s limitations of liability or Terms and Conditions of service.
Unless requested to do so in writing and confirmed to the Customer in writing, the Company is under no obligation to procure insurance on Customer’s behalf. In all cases, the Customer shall pay all premiums and costs in connection with procuring requested insurance.
9. Disclaimers; Limitation of Liability.
Except as specifically set forth herein, the Company makes no express or implied warranties in connection with the Services, and all express and implied warranties are disclaimed.
(b) In connection with all Services, the 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 confirmed in writing by the Company prior to rendering services for the covered transaction(s).
(c) In the absence of additional coverage under (b) above, the Company’s liability shall be limited to the following: (i) where the claim arises from activities other than those relating to “customs business,” $50.00 per shipment or transaction, or (ii) where the claims arises from activities relating to “customs business,” $50.00 per entry or the amount of brokerage fees paid to the Company for the entry, whichever is less.
(d) In no event shall the Company be liable or responsible for any consequential, indirect, incidental, statutory or punitive damages, even if the Company has actual or constructive notice of the possibility of such damages. In no event shall the Company be liable or responsible for the acts of third parties.
10. Advancing Money.
All charges must be paid by the 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. Indemnification/Hold Harmless.
The Customer shall indemnify, defend, and hold the Company harmless from and against any and all claims, liability, fines, penalties and attorneys’ fees arising or resulting from the importation, exportation, or warehousing of the Customer’s merchandise or any conduct of the Customer, including without limitation any of the following: the inaccuracy of entry, export or security data supplied by the Customer or its agent or representative, which inaccuracy results in the violation of any Federal, State or other laws.
12. C.O.D. or Cash Collect Shipments.
The Company shall use reasonable care regarding written instructions relating to “Cash/Collect on Deliver (C.O.D.)” shipments, bank drafts, cashier’s and certified checks, letter(s) of credit and other similar payment documents and instructions regarding collection of monies, but the Company shall have no liability if the bank or consignee refuses to pay for the shipment.
13. Costs of Collection.
In the event of any dispute between the parties, including without limitation any dispute over payment or sums owed to the Company for Services rendered, the Customer shall pay to the Company all of its costs and expenses incurred during or as a result of such dispute, including reasonable attorney’s fees and expert witness fees. All charges and sums owed to the Company for Services rendered but not paid when due shall accrue interest at the rate of fifteen (15) % per annum or the highest rate allowed by law, whichever is less.
14. General Lien and Right to Sell Customer’s Property.
(a) The Company shall have a general and continuing lien on any and all property of the Customer coming into the Company’s actual or constructive possession or control for monies owed to the Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both.
(b) The Company shall provide written notice to the 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, the 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 the Company, guaranteeing payment of the monies owed, plus all storage charges accrued or to be accrued, the 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.
15. No Duty to Maintain Records for Customer.
The Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended, (19 USC §1508 and 1509) the Customer has the duty and is solely responsible for and 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 the Customer.
16. Obtaining Binding Rulings, Filing Protests, etc.
Unless requested by the Customer in writing and agreed to by the Company in writing, the Company shall be under no obligation to undertake any pre-Customs or post-Customs release action, including, without limitation, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.
17. Preparation and Issuance of Bills of Lading.
When the Company prepares or issues a bill of lading, the Company shall be under no obligation to specify thereon the number of pieces, packages or cartons, etc., unless the Customer specifically request the Company to do so in writing, and the Customer agrees to pay for same. In all cases, the Company shall rely upon and use the cargo weight supplied by the Customer, and the Company shall have no obligation to do otherwise.
18. No Modification or Amendment Unless Written.
These Terms and Conditions of service may only be modified, altered or amended in writing signed by both the Customer and the Company.
19. Compensation of Company.
The compensation of the Company for the Services is in addition to the rates and charges of all Third Parties, including without limitation all carriers and other agencies selected by the Company to transport and deal with the goods. The compensation for the Company’s Services shall be exclusive of any brokerage fees, commissions, dividends, or other revenue received by the Company from any Third Parties, 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.
20. Force Majeure.
Company shall not be liable for losses, damages, delays, wrongful or missed deliveries or nonperformance, in whole or in part, of its responsibilities under the Agreement, resulting or arising from, in whole or in part, circumstances beyond the control of either Company, Third Parties or their subcontractors, including without limitation any one or more of the following: (i) acts of God, including flood, earthquake, storm, hurricane, power failure or other natural disaster; (ii) war, hijacking, robbery, theft or terrorist activities; (iii) incidents or deteriorations to means of transportation, (iv) embargoes, (v) civil commotions or riots, (vi) defects, nature or inherent vice of the goods; (vii) acts, breaches of contract or omissions by Customer, Shipper, Consignee or anyone else who may have an interest in the shipment, (viii) acts by any government or any agency or subdivision thereof, including denial or cancellation of any import/export or other necessary license; or (ix) strikes, lockouts or other labor conflicts.
In the event any specific provision, paragraph or portion of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, then other and remaining provisions of these Terms and Conditions shall remain in full force and effect. The Company’s decision to waive any provision of these Terms and Conditions, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision of these Terms and Conditions.
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 Commonwealth of Virginia without giving consideration to principles of conflict of law. Customer and Company
(a) irrevocably consent to the jurisdiction of the United States District Court and the State courts of Virginia;
(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.