Terms and Conditions

Transcription

1 Terms and Conditions Table of Contents MASTER SERVICE AGREEMENT...2 SPECIFIC SERVICE TERMS AND CONDITIONS...7 Service by Land... 7 A. Substitute Motor for Air and Expedited LTL Service... 7 B. Truckload and Stop-Off Truckload Services... 9 Service by Sea...10 C. NVOCC Services D. OFF Services Service by Air...11 TRANSLOADING, WAREHOUSING AND RELATED SERVICES CUSTOMS BROKERAGE FORMS IATA Air Waybill...16 IWLA Non-Negotiable Warehouse Receipt...20 Combined Ocean Transport Bill of Lading...26 NCBFAA Terms and Conditions of Service...37 Page 1

2 MASTER SERVICES AGREEMENT Unless otherwise agreed in a signed bilateral contract, this Master Services Agreement, together with applicable Specific Service Terms and Conditions by mode or service set forth incorporate the entire agreement 1 between FRACHT FWO INC. and its affiliates, ( FRACHT FWO INC. ) and its Customer for any of the logistics services or multimodal transportation identified herein, to with: I. Service by Land. In the ordinary course of its business, FRACHT FWO INC. arranges for substituted motor for air, expedited movement of LTL shipments, truckload brokerage and other surface transportation subject to the terms specific terms and conditions referenced herein. The arranging for surface transportation as a property broker or freight forwarder when services are conducted pursuant to brokerage license MC II. Service by Sea. Ocean transportation is provided by FRACHT FWO INC. as an NVOCC through Helvetia Container Lines, licensed by the FMC at Docket No NF. Ocean transportation is arranged by FRACHT FWO INC. as an ocean freight forwarder licensed by the FMC at Docket No NF. III. Service by Air. Air freight forwarding services provided by FRACHT FWO INC. as an Indirect Air Carrier (IAC) or air forwarder. I V. Transloading, Warehousing and Related Services. Transloading, warehousing and other ancillary logistics service including loading, unloading, offloading, packing and crating. V. Customs Brokerage. Customs house brokerage services provided by FRACHT FWO INC. under US Department of Homeland Security license #11887 as a shipper s agent pursuant to National Customs Brokers & Forwarders Association of America (NCBFAA) standard terms and conditions. FRACHT FWO INC. undertakes to arrange for ocean, air and motor transportation and/or transloading and warehousing of the goods, retaining qualified carriers and subcontractors. Pursuant to these terms and conditions FRACHT FWO INC. neither owns nor operates ships, aircraft, trucks or other conveyances that actually transport the goods unless by separate written undertaking. Customer understands that different limits of cargo liability apply by statute, international treaty, and custom and usage for different modes of service and accordingly the potentially less than full actual value limits of liability set forth in FRACHT FWO INC. Specific Service Terms and Conditions shall apply to it and its retained service providers. Cargo Insurance The Customer understands and agrees that the rates do not include insurance or other compensation for loss, other than as expressly provided herein and limited hereby. Page 2

3 1 Helvetia Container Lines Page 3

4 Accordingly, the Shipper agrees that in the event it desires coverage for loss, it will obtain insurance, and that said insurance will contain a waiver of subrogation clause waiving any subrogation rights (for and on behalf of such insurance carrier). In the event that the Shipper fails to obtain a waiver of subrogation, the Shipper will defend, indemnify and hold harmless FRACHT FWO INC. and any carrier(s) retained by it with respect to claims made by the Shipper or third parties acting as subrogees of the Shipper. FRACHT FWO INC. can assist a customer, upon the customer s request, with the placement of cargo insurance. FRACHT FWO INC. is not an insurance company or insurance broker. Unless requested by a customer to do so in writing and confirmed to customer, FRACHT FWO INC. is under no obligation to procure insurance on a customer s behalf. Additional information concerning cargo insurance, insurance deductibles, policy exclusions, and excluded commodities are available upon request. Term of Agreement and Termination The terms of this Agreement shall apply commencing upon the execution of same by the parties or upon Customer s request for services and FRACHT FWO INC. s acceptance of same, whichever comes first. This Agreement shall remain in force thereafter until termination or delivery of any shipment(s) then in progress and payment in full for said shipment(s), or if no shipment is pending, upon 30 days written notice to the other party. Rates and Payment FRACHT FWO INC. shall charge rates for services inclusive of charges payable to its retained service providers which will be made available to Customer upon request at time of the Customer s service request. Payment Terms Customer shall pay FRACHT FWO INC. for all charges applicable to services rendered without setoff within the time period set forth as the due date, 30 days from date of invoice. Any objection to the rates and charges for services rendered must be submitted in writing within 10 days of receipt of invoice or shall be waived. Interest on payments which are due but which have not been made shall accrue at a rate of one and one half percent (1.5%) per month, (19.72% annum) from date due until paid in full. Lien FRACHT FWO INC. or its affiliates or its service providers shall have a contractual lien on any cargo in its possession or the possession of its service providers for the payment of freight charges past and present which may be exercised in the event of Customer s default. Services By Customer s tender of goods to FRACHT FWO INC., Customer agrees to the terms of this Agreement, and mode specific service terms and documents incorporated by reference. Customer understands that from time to time FRACHT FWO INC. may change its terms and conditions through website notice. At FRACHT FWO INC. s election, Customer may be notified of such changes by electronic mail or by other means. If Customer Page 4

5 initiates any service after the date of such change, then by such initiation of such services, Customer accepts and agrees with the terms and conditions then in effect. Page 5

6 Hazardous Materials Customer and/or the consignor warrants that all shipments shall comply with all applicable hazardous materials rules and regulations for the applicable mode of transport and all other health, safety and security regulations. All shipments shall be properly packaged, marked and labeled, and clearly identified. No dangerous goods shall be tendered to FRACHT FWO INC. for transportation, handling, or storage without prior written agreement of FRACHT FWO INC. Customer agrees that FRACHT FWO INC. is authorized to inspect and screen all cargo, rejecting and returning at Customer s expense any shipment tendered to it in violation of the warranties contained herein. FRACHT FWO INC. and its retained service providers reserve the right to open, inspect, and re seal any cargo tendered pursuant to this Master Services Agreement without incurring fine or liability. This right shall be exercised upon probable cause or as required by applicable safety and security regulations and requirements, or as required by law, by governmental authorities, or by applicable customs, safety and security regulations, or requirements. Customer and/or consignor shall indemnify and hold harmless FRACHT FWO INC. and all service providers from any liability, loss, damage, fine, or suit arising from breach of the warranties set forth herein. Customer Warranties; Inspection of Shipments FRACHT FWO INC. is a TSA compliant IAC retaining ground service provider pursuant to approved protocols. Customer warrants that it is solely responsible for properly identifying and credentialing the consignor and ensuring that all cargo is properly identified, marked and labeled, indemnifying and holding harmless FRACHT FWO INC. and its service providers from any fine, claim or cause of action arising from breach of this warranty. FRACHT FWO INC. has the right to reject, and return to Customer at Customer s expense, any shipment tendered to it in violation of the Customer s warranties as set forth herein. Customer agrees that FRACHT FWO INC. is allowed to inspect, through physical or any other means, any shipment tendered to FRACHT FWO INC. for transport, handling or storage, including shipments in sealed packaging. Neither FRACHT FWO INC. nor its service providers shall be liable for any damage to cargo arising from TSA mandated inspection of cargo prior to transportation by air. Additional Customer Warranties Customer warrants that it is the beneficial owner or agent authorized to bind the beneficial owner with respect to all terms and conditions in this contract. Customer shall indemnify and hold harmless FRACHT FWO INC. and its service providers from any liability or claim (including cargo) brought by the beneficial owner or its insurer which exceeds the contractual undertakings of FRACHT FWO INC. and its service providers as set forth herein and in the applicable specific service terms and conditions. Customer, Shipper and consignee shall be jointly and severally liable to pay and indemnify FRACHT FWO INC. for all costs, including but not limited to, claims, fines, penalties, and attorneys fees incurred by FRACHT FWO Page 6

7 INC. by reason of any violation of these service conditions. Page 7

8 Customer agrees to comply with all applicable laws and government regulations of any country to, from, through, or over which its goods may be carried, including those relating to the packing, carriage, or delivery of goods, and shall furnish such information to FRACHT FWO INC. as is necessary to comply with such laws and regulations. Shipments covered by FRACHT FWO INC. s terms and conditions are prohibited if diverted contrary to U.S. laws. Customer, and the person or entity that originates and tenders goods for handling or transport, hereby consent to an inspection of the cargo. Customer specifically warrants that it shall not tender or cause to be tendered to FRACHT FWO INC. any shipment containing explosives, destructive devices, hazardous materials, any controlled substances, or illegal items, including coins and currency, for transport, handling, or storage. In the event FRACHT FWO INC. discovers such items in Customer s cargo, Customer understands that the discovery of such items will cause the shipment to be seized by authorities and/or delay the shipment in violation of Customer s warranties and due to no fault of FRACHT FWO INC. FRACHT FWO INC. has the right to reject and return, at Customer s expense, any shipment tendered to it in violation of Customer s warranties herein. Indemnification Obligations of FRACHT FWO INC. Each party shall indemnify, defend and hold harmless the other, its successors and assigns, and their respective affiliates, employees, directors, officers, owners, representatives and agents from any and all losses, claims, demands, damages, liabilities, obligations, costs and/or expenses, including, without limitation, reasonable attorneys fees to the extent caused by any negligent or willful act or omission of the indemnitor, its employees or agents. Company warrants that motor carriers retained by it hold insurance as required by federal statute and that such insurance will insure to Customer's benefit. FRACHT FWO INC. warrants that upon payment of applicable charges, it will pay all relevant service providers retained by it and thereafter indemnify and hold harmless Customer, consignor and consignee from any liability for payment of freight charges to contracted parties. Liabilities Not Assumed FRACHT FWO INC. shall not be liable for any damages, whether direct, incidental, punitive, exemplary, special or consequential, in excess of the Declared Value of a shipment, in any event, and including, but not limited to, damages resulting in loss of income or profits, whether or not either party had known that such consequential damages might occur. FRACHT FWO INC. will not be liable for nor shall any adjustment, refund or credit of any kind be made as a result of any loss, damage, delay, miss delivery, non delivery, misinformation or any failure to provide information, except such as may result from FRACHT FWO INC. s sole negligence. However, in no event will FRACHT FWO INC. be liable for any such loss, damage, delay, miss delivery, non delivery, misinformation or failure to provide information caused by or resulting in whole or part from: The act, default or omission of the Shipper, consignee or any other third party with an interest in the shipment; Page 8

9 The nature of the shipment or any defect, characteristic or inherent vice of the shipment; Intl. Freight and Logistics Services Page 9

10 The Shipper, consignee or third party s violation of any of the terms and conditions contained in these service conditions, as amended from time to time, or on a waybill, including, but not limited to, the improper or insufficient packing, securing, marking or addressing of shipments; Perils of transportation, public enemies, public authorities acting with actual or apparent authority on the premises, authority of law, local disputes, civil commotions, hazards incident to a state of war, or weather conditions (as determined solely by FRACHT FWO INC.); national or local disruptions in ground transportation networks due to events beyond FRACHT FWO INC. s control, such as weather phenomena, strikes, or natural disasters: and disruption of communication and information systems; Acts or omissions of any person or entity other than FRACHT FWO INC. including compliance with verbal or written delivery instructions from the Shipper, consignee or persons claiming to represent the Shipper or consignee; Loss of or damage to articles packed and sealed in packages by the Shipper, provided the seal is unbroken at the time of delivery, the package retains its basic integrity, and receipt of shipment by the consignee without written notice of damage on the delivery record; Erasure of data from magnetic tapes, or other storage media or erasure of photographic images or sound tracks from exposed film; FRACHT FWO INC. s inability to provide a copy of the delivery record or a copy of the signature obtained at delivery; and Damage in transit or in the handling of, or concealed or other damage to, florescent tubes, neon lighting, neon signs, X ray tubes, glass or other inherently fragile items. Complete Agreement This Master Services Agreement and the Specific Service Terms and Conditions contain the entire Agreement between the parties, any prior written or oral representations or agreements are superseded and of no effect and in the case of conflict between this Agreement and any shipping document, tariff or other document issued by FRACHT FWO INC., its service provider or third parties, this Agreement and mode Specific Service Terms and Conditions shall control. No employee or service provider of FRACHT FWO INC. shall have the power to waive or vary any of the contract terms and conditions of this Agreement or the Specific Service Terms and Conditions unless a duly authorized officer of FRACHT FWO INC., in writing, has specifically authorized such waiver or variation. Venue and Jurisdiction This Agreement shall be governed by general principles of federal transportation law except to the extent waived by inconsistent provisions herein and the laws of the State of New York (see 49 U.S.C (b)). The parties agree that venue and jurisdiction shall lie in the applicable federal or state court for New York. Customer agrees to submit to the personal jurisdiction of such courts and hereby waives any jurisdictional venue or forum nonconvenience objections to such courts. Page

11 SPECIFIC SERVICE TERMS AND CONDITIONS SERVICE BY LAND A. Substituted Motor for Air and Expedited LTL Service Acting as a property broker authorized by the Federal Motor Carrier Safety Administration (FMCSA) to conduct operations in Docket No. MC , FRACHT FWO INC. upon request, will arrange for expedited and substituted motor for air LTL service utilizing licensed, authorized and insured motor carriers in compliance with regulations issued by the FMCSA. Application of Service Conditions These Service Conditions shall apply when FRACHT FWO INC., a licensed property broker, undertakes to arrange for the surface transportation in interstate commerce of truckload and expedited LTL shipments utilizing selected and qualified Transportation Service Providers ( TSP or carriers ). The transportation is furnished by carriers selected by and under contract with FRACHT FWO INC. The following Service Conditions are applicable to the transportation of any shipment tendered to FRACHT FWO INC. for movement by one or more of its contracted carriers. These Service Conditions supersede all previous Service Conditions and other prior statements concerning the rates and conditions of FRACHT FWO INC. service. Rates and service quotations by our employees and agents will be based upon information provided by customer, but final rates and service may vary based upon the shipment actually tendered and the application of the Service Conditions herein. Any conflict or inconsistency between any other written or oral statements concerning the rates, features of service, products and Service Conditions applicable to FRACHT FWO INC. service will be controlled by the FRACHT FWO INC. Uniform Shipping Confirmation and these Service Conditions, as modified, amended or supplemented by FRACHT FWO INC. from time to time. FRACHT FWO INC. MAKES NO WARRANTIES, EXPRESS OR IMPLIED. Monetary amounts stated in these Service Conditions refer to U.S. dollars. Other Bills of Lading or Shipping Documents Any bill of lading or shipping document which is inconsistent with the transportation contract and receipt for goods published in these Service Terms and Conditions shall be executed for convenience only and shall be invalid to the extent it conflicts with the terms and conditions. Driver employees of FRACHT FWO INC. s qualified service providers are not authorized to bind FRACHT FWO INC. or its carriers to different terms and conditions. The uniform bill of lading terms and conditions should apply to the extent not inconsistent with this agreement. These service conditions and limitations shall apply notwithstanding the issuance of any other air Page

12 waybill or bill of lading by any party tendering a shipment to carrier. The party tendering shipments to FRACHT FWO INC. shall indemnify and hold FRACHT FWO INC. and its carriers harmless from any demand or obligation which exceeds those set forth herein. Page

13 Cargo Loss or Damage Liability for loss or damage as applicable to FRACHT FWO INC. acting as a property broker and its carriers is governed by this provision. Acting as a property broker, FRACHT FWO INC. accepts no liability for cargo loss, damage or delay. All cargo claims shall be filed by customer or beneficial owner with the carrier retained by FRACHT FWO INC. and in possession of the cargo at the time of the loss. FRACHT FWO INC. shall retain licensed authorized and insured motor carriers acting as independent contractors to render transportation services to customers as set forth on its load confirmation sheet unless otherwise agreed in writing. Customer is advised that its retained carriers contractually limit their liability for loss, damage or delay on expedited and substituted motor for air LTL shipments to $.50 per pound or $50.00 per shipment, whichever is less. Higher limits may be obtained only by special arrangement before tender, confirmed in a signed written agreement. In the event the party tendering shipment to FRACHT FWO INC. requires greater limits of liability pursuant to a through air bill by contract or otherwise, Customer shall assume sole responsibility for the liability to the extent it exceeds the agreed limitation and shall indemnify FRACHT FWO INC. and its carriers, and shall waive subrogation with respect to any insurance purchased to provide excess liability coverage. Where a forwarder, broker, or logistics provider has agreed to higher limits of liability with its shipper in tendering shipments to FRACHT FWO INC., it agrees FRACHT FWO INC. as a property broker shall have no liability for cargo loss and its carriers liability shall not exceed the released rate limitation set forth herein and that it will indemnify and hold harmless FRACHT FWO INC. and its carriers from all claims, including attorney s fees, in the event that amounts greater than agreed to herein are sought. Commodities Not Accepted for Transport Items of a fragile nature shall not be accepted for carriage unless agreed to in writing by a FRACHT FWO INC. corporate officer. Such items shall include but not be limited to: statues of any kind, antiques of any kind, glass, crystal ware, glass bottled goods, china, clocks, stoneware, pottery, earthenware, marble and marble tiles, lighting fixtures with or without bulbs, electric bulbs, vacuum flasks, vitreous enameled objects, cast iron objects, bricks, firebricks, crucibles, asbestos, cement products, carborundum wheels, and radio/tv/cathode ray and similar transmitting or receiving tubes, or coin and currency. Items of a fragile nature that may be inadvertently accepted without the written approval of a FRACHT FWO INC. corporate officer shall still be subject to all terms and conditions, including but not limited to limitations of liability, whether or not any declared value is made. Page

14 Reasonable Dispatch No time is fixed for the completion of carriage, and neither FRACHT FWO INC. nor its carriers shall be liable for any loss or damage caused by failure to commence or complete carriage within a certain time. FRACHT FWO INC. and its carriers assume no obligation to carry goods over any particular route. FRACHT FWO INC. and its carriers assume no obligation to carry the goods in any particular vehicle, and are authorized to select alternate means of transportation and deviation from route without liability. No Special Damages Neither FRACHT FWO INC. nor its carriers shall have any liability for any special or consequential damages. Shipments shall be governed by the Carmack Amendment, Title 49 U.S.C. Section 14706, and the release rate provisions contained herein shall be construed as complying with the notice, election of rates, and other requirements. Pursuant to Title 49 U.S.C. Section 14101(b), Customer agrees that all rules and regulations which are waivable under that statute shall not apply to FRACHT FWO INC. or its retained service providers to the extent inconsistent with the contractual service terms and conditions set forth herein. Claims Handling Time Limits and Procedures Cargo claims shall be filed with the motor carrier in accordance with the terms of the uniform bill of lading, 49 CFR 370. FRACHT FWO INC. warrants payment of claims for which its retained service providers are adjudged legally liable subject to the limits of liability contained herein. As a property broker, FRACHT FWO INC. shall have no direct liability for cargo loss, damage, or delay. B. Truckload and Stop Off Truckload Services Acting as a property broker authorized by the Federal Motor Carrier Safety Administration (FMCSA) to conduct operations in Docket No. MC , FRACHT FWO INC. upon request, will arrange for truckload and stop off truckload services utilizing licensed, authorized and insured motor carriers in compliance with regulations issued by the FMCSA. Choice of Law These Terms and Conditions of service and the relationship of the parties shall be construed according to the laws of the State of New York without giving consideration to principles of conflict of law. Customer and FRACHT FWO INC. a. Irrevocably consent to the jurisdiction of the United States District Court and the State courts of New York; b. Agree that any action relating to the services performed by FRACHT FWO INC., shall only be brought in said courts; Page

15 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. Page

16 SERVICE BY SEA (INCLUDING SHIPMENTS HAVING A PRIOR OR SUBSEQUENT MOVEMENT BY WATER) C. NVOCC Services Acting as an NVOCC (Non Vessel Operating Common Carrier) through Helvetia Container Line authorized by the FMC (Federal Maritime Commission) to conduct operations at Docket No NF FRACHT FWO INC. holds out to arrange for the through ocean movement of containers in international commerce. All service is provided in accordance with tariffs available upon request and pursuant to FRACHT FWO INC. s Combined Ocean Bill of Lading terms and conditions, a copy of which can be found in the Forms section. The terms and conditions of this applicable Combined Ocean Bill of Lading shall apply regardless of when and if the document is issued. Service is provided on both a port to port and door to door basis. The applicable bill of lading terms and conditions contain Himalaya and Clause Paramount provisions pursuant to which pickup and delivery of containers is extended inland by truck as part of FRACHT FWO INC. Shipping s NVOCC services when requested. All door to door pricing is inclusive of ocean and dray line haul charges and does not include demurrage or per diem and other accessorial charges which are the responsibility of the customer and which will be billed separately. All services provided by FRACHT FWO INC. Shipping pursuant to these Specific Terms and Conditions are subject to the terms and conditions of the Master Services Agreement, customer representations, warranties, payment terms, and duties and obligations set forth therein. Cargo Liability FRACHT FWO INC. s maximum liability for cargo loss or damage and liability of its retained ocean service provider is the package limitations set forth in the Carriage Of Goods by Sea Act or $500 per package, or the actual value of the items lost or damaged in transit, whichever is less. Where items are consolidated for shipping purposes into larger packages or shipping units as reflected on the piece count of the ocean bill of lading, the number of larger consolidated units shall constitute a package for the COGSA limitations. D. OFF Services Acting as a licensed OFF (Ocean Freight Forwarder), FRACHT FWO INC., acting as its customer s agent, will arrange for international transportation by sea including inland services at charges to be determined pursuant to the NCBFAA Terms and Conditions of Service set forth in the Forms section herein. Page 10

17 SERVICE BY AIR As a TSA registered and compliant Indirect Air Carrier (IAC), FRACHT FWO INC. holds out to provide both foreign and domestic air freight forwarding services subject to the provisions of these special service conditions. FRACHT FWO INC. warrants it is compliant with applicable supply chain security requirements with respect to shipments having a prior or subsequent shipment by air and that it will arrange for transportation utilizing only properly qualified ground and air service providers. Hazardous goods which do not comply with Federal Aviation Administration (FAA) and Transportation Security Administration (TSA) requirements for shipment by air shall not be accepted. Customer, in compliance with law and regulations governing the transportation of such goods, shall have all shipments properly packed, distinctly marked and labeled, and shall notify FRACHT FWO INC. in writing of their proper description, nature, and necessary precautions. Customer shall indemnify and hold harmless FRACHT FWO INC. and its service providers against any and all loss, damage, liability, expense and fine, including without limitation, attorney s fees that are incurred and arise out of or are in any way connected with or caused by in whole or in part, the omission of full disclosure required by this clause or any applicable treaty, convention, laws, code, or regulation. All shipments shall be transported pursuant to the current IATA Air Waybill, a copy of which can be found in the Forms section. Customer shall comply with all regulations and requirements of U.S. Customs and Border Protection authorities and shall pay all duties, taxes, import taxes, fines, and losses incurred including full return freight for goods to place of delivery incurred or sustained by reason of failure to comply or by reason of any illegally incorrect or insufficient marketing number or addressing of goods. TSA and FAA Compliance FRACHT FWO INC. is a TSA compliant IAC retaining ground service providers pursuant to approved protocols. Customer warrants that it is solely responsible for properly identifying and credentialing the consignor and ensuring that all cargo is properly identified, marked and labeled, indemnifying and holding harmless FRACHT FWO INC. and its service providers from any fine, claim or cause of action arising from breach of this warranty. FRACHT FWO INC. has the right to reject, and return to Customer at Customer s expense, any shipment tendered to it in violation of the Customer s warranties as set forth herein. Customer agrees that FRACHT FWO INC. is allowed to inspect, through physical or any other means, any shipment tendered to FRACHT FWO INC. for transport, handling or storage, including shipments in sealed packaging. Neither FRACHT FWO INC. nor its service providers shall be liable for any damage to cargo arising from TSA mandated inspection of cargo prior to transportation by air. Page 11

18 Domestic Air Freight Customer understands that domestic air freight, while not subject to imposed liability regimes by state or treaty, is subject to custom and usage in the industry, and standardized pricing which limits forwarders and service providers liability for loss, damage or unreasonable delay to 50 per pound per article, whichever is less. Customer accepts this limit of liability for all domestic air freight shipments tendered to forwarder regardless of whether the loss, damage or delay occurs while the shipment is in the possession and control of an air service provider, ancillary air service provider or pickup and delivery motor carrier. International Air Shipments Liability regimes for international air freight are governed by different treaty obligations depending upon the country of origin and destination and the applicable treaty and limitations thereto will apply to international air shipments arranged by FRACHT FWO INC. Most industrial nations have adopted the so called Montreal Protocol which limits the shipper s recovery to 19 Special Drawing Rights per kilo. In tendering shipments to FRACHT FWO INC., Customer represents that it is a sophisticated shipper aware of the limitations of cargo liability applicable by international treaty to the cargo being shipped and accordingly indemnifies and holds harmless FRACHT FWO INC. and its service providers against any claim for loss, damage or delay which exceeds the limitations of liability imposed by applicable treaty at the time of tender. Weights and Measures Unless specifically otherwise agreed to in writing, FRACHT FWO INC. retains the right to re weigh and/or measure, for the purpose of applying correct charges, any shipment(s) at any time while in FRACHT FWO INC. s custody and control, and to collect the appropriate charges without first advising, reporting back to, pre alerting, or otherwise notifying the Shipper, Consignee or other interested party. FRACHT FWO INC. reserves the right to assess transportation charges based on volumetric standards. Dimensional weight pricing is applicable on all shipments with a total volume of more than 194 cubic inches. Dimensional weight is calculated by multiplying length by width by height of each package (all in inches) and dividing by 194. The dimensional weight of each package in the shipment is added, and the total dimensional weight of the shipment is then compared to the actual weight of the shipment. If the dimensional weight exceeds the actual weight, transportation charges for the shipment are based on the dimensional weight. Page 12

19 TRANSLOADING, WAREHOUSING AND RELATED SERVICES Transloading is defined as activities performed in the loading, unloading or transfer of a product using non motor carrier equipment types. Examples of equipment used in transloading include cranes, forklifts, boom trucks, etc. Transloading can include short term storage of less than 30 days outside or inside of a facility. Where transloading and/or warehousing services are provided, liability for cargo loss or damage shall be limited to the terms and conditions of each applicable transloader or warehouse provider used by FRACHT FWO INC. unless Customer 1) declares a value and requests a higher limit of liability in writing and 2) receives a rate quotation from FRACHT FWO INC. which expressly contemplates the higher valuation. Customer is advised to obtain its own property insurance and to waive subrogation for any high value shipment. FRACHT FWO INC. acts as a disclosed agent for the shipper which authorizes us to procure services at the lowest available release rate unless otherwise agreed to in writing. Unless cargo is stored in transit for FRACHT FWO INC. s convenience pursuant to Service by Land, Service by Sea, or Service by Air Specific Service Terms and Conditions provided herein, all property received for storage or packing and crating shall be governed by the Master Services Agreement and these Special Service Conditions. Upon request, FRACHT FWO INC. will provide and/or arrange for warehousing and/or packing and crating services to be provided by qualified warehousemen and other service providers. All services will be rendered pursuant to the terms and conditions of the Master Service Agreement and these Specific Service Conditions. Regardless of any other bill of lading, warehouse receipt, dock receipt or shipping document, all duties and obligations of customer and the warehouseman will be governed by the terms and conditions of the IWLA Non Negotiable Warehouse Receipt, a copy of which can be found in the Forms section. These terms and conditions shall apply regardless of whether the warehouse location is owned or leased by FRACHT FWO INC. or provided to FRACHT FWO INC. pursuant to arrangements by it for Customer s benefit from a third party provider under contract with FRACHT FWO INC.. All rates for storage and handling shall be determined at or prior to tender and shall be made available to Customer upon request unless otherwise published herein. Customer shall be required to pay for storage charges in accordance with the terms and conditions of the Master Service Agreement. Handling charges and packing and crating charges will be billed when the services are provided and periodic storage charges will be invoiced as they accrue. Customer should take note that the Non Negotiable Warehouse Receipt provides for a spreading lien for payment of warehousing and accessorial charges and that all goods will be received and stored subject to a maximum liability for loss, damage or misdelivery of $.50 per pound or $500 per article, whichever is less. Neither FRACHT FWO INC. nor its warehousemen and service providers shall be liable for special or consequential damages. Page 13

20 Storage and warehousing services will commence and charges will accrue upon tender of property to FRACHT FWO INC. or its service providers by Customer or at the election of FRACHT FWO INC.. When goods tendered to it or its retained service providers for transport by land, sea or air are rejected at destination and forwarding directions are not provided, the accrual of demurrage or per diem in excess of free time dictates the necessity of storage or due to occurrences beyond the control of FRACHT FWO INC. and its service providers, ordinary transit has been interrupted, and therefore, storage is necessary to preserve Customer s goods. Specialized Packing, Crating and Handling Services Notwithstanding the duty of Customer to properly pack, crate and label all goods prior to tender to meet the perils of transportation and health security and safety requirements attendant to the mode of transport, FRACHT FWO INC. will arrange for specialized packing and crating services including trade show and so called white glove services provided by affiliates which have experience in retaining qualified service providers to perform the services. When such packing and crating services are provided as accessorial components to transportation arranged by FRACHT FWO INC., the maximum liability for loss, damage or delay for which FRACHT FWO INC. and its service provider shall be liable is the limit of liability established for the mode of transportation set forth in the Service By Land, Service By Sea, and Service By Air Specific Service Conditions of this website. The parties agree that FRACHT FWO INC. shall have no liability for special and consequential damages arising out of loss, damage or attendant delay with respect to any of Customer s property and that the maximum limit of liability for cargo loss or damage for which FRACHT FWO INC. or its retained service providers shall be liable shall be measured by the actual loss of property lost, damaged or delayed subject to a limit of 50 cents per pound per article unless otherwise agreed in a signed written agreement executed by a duly authorized officer of FRACHT FWO INC. before tender and acceptance of the goods. Unless otherwise expressly waived in a signed written agreement by FRACHT FWO INC., all applicable notices and service terms and conditions set forth on this website ( shall otherwise fully apply. When FRACHT FWO INC. is requested to provide or arrange for packing, crating, staging, setup or breakdown services which are not part of a through service provided or arranged by it, the parties agree that the maximum for property lost, damaged or stolen shall be $.50 cents per pound, $ per article, whichever is less. Customer agrees to indemnify FRACHT FWO INC. and its service providers against any demand for excess liability and agrees to avail itself of insurance as set forth in the Master Services Agreement waiving subrogation in the event higher limits for potential cargo loss or damage is required. Page 14

21 CUSTOMS BROKERAGE FRACHT FWO INC., as agent for its customers, holds out to provide customs brokerage services facilitating the import and export of goods subject to the NCBFAA Terms and Conditions of Service published by the National Customs Brokers and Freight Forwarders Association (NCBFAA), a copy of which can be found in the Forms section. Customer warrants that all shipping information and customs declarations provided to FRACHT FWO INC. shall be accurate and agrees to indemnify and hold harmless FRACHT FWO INC. from and against all liability, claim, fine, loss or damage arising out of the customs brokerage services provided by FRACHT FWO INC. at Customer s behest to the fullest extent permitted by law. Power of Attorney granted by customer as U.S. importer of record for import shipments Customer authorizes FRACHT FWO INC. to select a licensed CBP broker to make CBP entry on Customer s behalf and execute a CBP power of attorney as required by Title 19 C.F.R. Section , and to apply for and obtain a CBP bond on Customer s behalf, as the bond principal, under Title 19 C.F.R. Section 113. Customer waives any requirement to receive a copy of Customer s charges and fees under Title 19 C.F.R. Section Customer acknowledges responsibility for payment of all charges for brokerage service and any duty, tax or government mandated user fees. Customer agrees to be bound by the terms and conditions of service of any customs broker selected by FRACHT FWO INC. Customer acknowledges that as the importer of record, the liability for duties, both regular and additional, attaching on importation, constitutes a personal debt due from the importer to the United States which can be discharged only by payment in full of all duties legally accruing, unless relieved by law or regulations. Payment to a broker covering duties does not relieve the importer of liability to the government if the duties are not paid by the broker. Page 15

22 FORMS IATA Air Waybill AIR WAYBILL CONDITIONS OF CONTRACT CSC(32) 600b Expiry: Indefinite Type: B RESOLVED that: The following Conditions of Contract and Notices be included on an Air Waybill 2. I. NOTICE APPEARING ON THE FACE OF THE AIR WAYBILL It is agreed that the goods described herein are accepted in apparent good order and condition (except as noted) for carriage SUBJECT TO THE CONDITIONS OF CONTRACT ON THE REVERSE HEREOF. ALL GOODS MAY BE CARRIED BY ANY OTHER MEANS INCLUDING ROAD OR ANY OTHER CARRIER UNLESS SPECIFIC CONTRARY INSTRUCTIONS ARE GIVEN HEREON BY THE SHIPPER, AND SHIPPER AGREES THAT THE SHIPMENT MAY BE CARRIED VIA INTERMEDIATE STOPPING PLACES WHICH THE CARRIER DEEMS APPROPRIATE. THE SHIPPER S ATTENTION IS DRAWN TO THE NOTICE CONCERNING CARRIER S LIMITATION OF LIABILITY. Shipper may increase such limitation of liability by declaring a higher value for carriage and paying a supplemental charge if required. II. CONDITIONS OF CONTRACT ON REVERSE SIDE OF THE AIR WAYBILL NOTICE CONCERNING CARRIER S LIMITATION OF LIABILITY If the carriage involves an ultimate destination or stop in a country other than the country of departure, the Montreal Convention or the Warsaw Convention may be applicable to the liability of the Carrier in respect of loss of, damage or delay to cargo. Carrier's limitation of liability in accordance with those Conventions shall be as set forth in subparagraph 4 unless a higher value is declared. CONDITIONS OF CONTRACT 1. In this contract and the Notices appearing hereon: 2 In order to ensure consistency with any future changes in liability limits for loss of, damage, or delay to cargo under Article 24 of the Montreal Convention, the IATA Secretariat is authorized to conform the provisions of this Resolution 600b (and any other affected Cargo Services Conference Resolutions or Recommended Practices) to such changes without further Conference action. Conforming changes shall take effect on the date specified in written notice to Members by the IATA Secretariat which shall include a copy of the revised Resolution. Page 16

23 CARRIER includes the air carrier issuing this air waybill and all carriers that carry or undertake to carry the cargo or perform any other services related to such carriage. SPECIAL DRAWING RIGHT (SDR) is a Special Drawing Right as defined by the International Monetary Fund. WARSAW CONVENTION means whichever of the following instruments is applicable to the contract of carriage: the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw, 12 October 1929; that Convention as amended at The Hague on 28 September 1955; that Convention as amended at The Hague 1955 and by Montreal Protocol No. 1, 2, or 4 (1975) as the case may be. MONTREAL CONVENTION means the Convention for the Unification of Certain Rules for International Carriage by Air, done at Montreal on 28 May /2.1 Carriage is subject to the rules relating to liability established by the Warsaw Convention or the Montreal Convention unless such carriage is not international carriage as defined by the applicable Conventions. 2.2 To the extent not in conflict with the foregoing, carriage and other related services performed by each Carrier are subject to: applicable laws and government regulations; provisions contained in the air waybill, Carrier s conditions of carriage and related rules, regulations, and timetables (but not the times of departure and arrival stated therein) and applicable tariffs of such Carrier, which are made part hereof, and which may be inspected at any airports or other cargo sales offices from which it operates regular services. When carriage is to/from the USA, the shipper and the consignee are entitled, upon request, to receive a free copy of the Carrier s conditions of carriage. The Carrier s conditions of carriage include, but are not limited to: limits on the Carrier s liability for loss, damage or delay of goods, including fragile or perishable goods; claims restrictions, including time periods within which shippers or consignees must file a claim or bring an action against the Carrier for its acts or omissions, or those of its agents; rights, if any, of the Carrier to change the terms of the contract; rules about Carrier s right to refuse to carry; rights of the Carrier and limitations concerning delay or failure to perform service, including schedule changes, substitution of alternate Carrier or aircraft and rerouting. Page 17

24 3. The agreed stopping places (which may be altered by Carrier in case of necessity) are those places, except the place of departure and place of destination, set forth on the face hereof or shown in Carrier s timetables as scheduled stopping places for the route. Carriage to be performed hereunder by several successive Carriers is regarded as a single operation. 4. For carriage to which the Montreal Convention does not apply, Carrier s liability limitation for cargo lost, damaged or delayed shall be 19 SDRs per kilogram unless a greater per kilogram monetary limit is provided in any applicable Convention or in Carrier s tariffs or general conditions of carriage. 5./5.1 Except when the Carrier has extended credit to the consignee without the written consent of the shipper, the shipper guarantees payment of all charges for the carriage due in accordance with Carrier s tariff, conditions of carriage and related regulations, applicable laws (including national laws implementing the Warsaw Convention and the Montreal Convention), government regulations, orders and requirements. 5.2 When no part of the consignment is delivered, a claim with respect to such consignment will be considered even though transportation charges thereon are unpaid. 6./6.1 For cargo accepted for carriage, the Warsaw Convention and the Montreal Convention permit shipper to increase the limitation of liability by declaring a higher value for carriage and paying a supplemental charge if required. 6.2 In carriage to which neither the Warsaw Convention nor the Montreal Convention applies Carrier shall, in accordance with the procedures set forth in its general conditions of carriage and applicable tariffs, permit shipper to increase the limitation of liability by declaring a higher value for carriage and paying a supplemental charge if so required. 7./7.1 In cases of loss of, damage or delay to part of the cargo, the weight to be taken into account in determining Carrier s limit of liability shall be only the weight of the package or packages concerned. 7.2 Notwithstanding any other provisions, for foreign air transportation as defined by the U.S. Transportation Code: in the case of loss of, damage or delay to a shipment, the weight to be used in determining Carrier s limit of liability shall be the weight which is used to determine the charge for carriage of such shipment; and in the case of loss of, damage or delay to a part of a shipment, the shipment weight in shall be prorated to the packages covered by the same air waybill whose value is affected by the loss, damage or delay. The weight applicable in the case of loss or damage to one or more articles in a package shall be the weight of the entire package. 8. Any exclusion or limitation of liability applicable to Carrier shall apply to Carrier s agents, employees, and representatives and to any person whose aircraft or equipment is used by Carrier for carriage and such person s agents, employees and representatives. Page 18

25 9. Carrier undertakes to complete the carriage with reasonable dispatch. Where permitted by applicable laws, tariffs and government regulations, Carrier may use alternative carriers, aircraft or modes of transport without notice but with due regard to the interests of the shipper. Carrier is authorized by the shipper to select the routing and all intermediate stopping places that it deems appropriate or to change or deviate from the routing shown on the face hereof. 10. Receipt by the person entitled to delivery of the cargo without complaint shall be prima facie evidence that the cargo has been delivered in good condition and in accordance with the contract of carriage In the case of loss of, damage or delay to cargo a written complaint must be made to Carrier by the person entitled to delivery. Such complaint must be made: in the case of damage to the cargo, immediately after discovery of the damage and at the latest within 14 days from the date of receipt of the cargo; in the case of delay, within 21 days from the date on which the cargo was placed at the disposal of the person entitled to delivery; in the case of non delivery of the cargo, within 120 days from the date of issue of the air waybill, or if an air waybill has not been issued, within 120 days from the date of receipt of the cargo for transportation by the Carrier Such complaint may be made to the Carrier whose air waybill was used, or to the first Carrier or to the last Carrier or to the Carrier, which performed the carriage during which the loss, damage or delay took place Unless a written complaint is made within the time limits specified in 10.1 no action may be brought against Carrier Any rights to damages against Carrier shall be extinguished unless an action is brought within two years from the date of arrival at the destination, or from the date on which the aircraft ought to have arrived, or from the date on which the carriage stopped. 11. Shipper shall comply with all applicable laws and government regulations of any country to or from which the cargo may be carried, including those relating to the packing, carriage or delivery of the cargo, and shall furnish such information and attach such documents to the air waybill as may be necessary to comply with such laws and regulations. Carrier is not liable to shipper and shipper shall indemnify Carrier for loss or expense due to shipper s failure to comply with this provision. 12. No agent, employee or representative of Carrier has authority to alter, modify or waive any provisions of this contract. Page 19