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
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.
