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 Conditior set forth in such other document(s) shall govern those
services.
1. Definitions
(a) "Company" shall mean Transgroup International, 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 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 filing 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 specific 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 filed 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 this loss; (iii) For claims arising out
of the preparation and/or submission of an import entry(s), within seventy five (75) days from the
date of liquidation of the entry(s); (iv) For any and all other claims of any type, within two (2)
years from the data 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 firms
engaged pursuant to express written instructions from the Customer, Company shall use reasonable care
in its instruction 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 firm 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 firm will render such services nor does
Company assume responsibility or liability for any action(s) and/or inactions(s) of such third parties
and/or its agent, 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 specific 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 filed 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 filed 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 corrections of all such
information and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses
suffered 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 affirmative 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 specific written instructions from the Customer, which must 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 Company 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 confirmed 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
specifically set forth herein, Company makes no express or implied warranties in connection with
its services; (b) Subject to (c) 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 therefore, which request must be confirmed
in writing by the Company prior to rendering services for the covered transaction(s); (d)
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 brokerage $50.00 per shipment or transaction, or (ii) where the claim arises form
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. Indemnification/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, suffer 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 file with the Company .
12. C.O.D. or Cash Collect Shipments.
Company shall use reasonable care regarding written instructions relating to "Cash/Collect" on
"Delivery (C.O.D.)" shipments, bank drafts, cashier's and/or certified checks, letter(s) of
credit and other similar payment documents and/or instructions regarding collection of
monies but shall have no liability if the bank or consignee refuses to pay for the shipment.
13. Costs of Collection.
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 18% per annum or the
highest rate allowed by law, whichever is less, unless a lower amount is agreed to by Company.
Failure to make payment of freight charges for service performed within thirty (30) calendar
days of presentation of the freight bill for any reason including insolvency or bankruptcy
may result in the forfeiture of all discounts, allowances, incentives or any other reductions
to which the debtor may otherwise be entitled.
14. General Lien and Rights 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.
15. No Duty To Maintain Records For Customer.
Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended,
(19 USC paragraph 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 Regulations(s), but not act as
a "recordkeeper" or "recordkeeping agent" for Customer.
16. 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, filing
of petition(s) and/or protests etc.
17. 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 specifically
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.
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 Customer and Company; any attempt to unilaterally modify, alter or amend same shall
be null and void.
19. 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.
20. 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 effect.
21. 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 Washington without giving consideration to principals
of conflict of law. Customer and Company (a) irrevocably consent to the jurisdiction of
the United States District Court and the State courts of Washington; (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.
