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Broker/Carrier Transportation Agreement

Latest Update: Dec 15, 2020

THIS BROKER/CARRIER TRANSPORTATION AGREEMENT, including Appendix A and any subsequent appendices, addenda, exhibits or schedules (together, the “AGREEMENT” is made and entered on …

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Terms and Conditions of Contract

Latest Update: Dec 14, 2020

  1. DEFINITIONS:“Vessel” means the intended Ocean Vessel named on the front hereof and any vessel, craft, lighter or other means of conveyance which is or shall be substituted in whole or in part by the Carrier and also includes any other Vessels onto which Goods may be loaded for the purpose of being transported thereon in furtherance of the carriage covered by this Bill of Lading or any part thereof.
    “Carrier” means Transformers Network INC., acting as a non-vessel operating common carrier, as defined under the Shipping Act of 1984, 46 App. U.S.C. § 1702(17)(B).
    “Merchant” includes any Person who at any time, in relation to the Goods, has been or becomes the shipper, consignor, consignee, exporter, importer, the holder of the Bill of Lading and/or the receiver or the owner of the Goods, any person entitled to possession of the Goods, any Person having a present or future interest in the Goods or any Person acting on behalf of any of the above-mentioned Persons, including a Factor.
    “Container” includes container, flat, pallet and any other receptacle for Goods (excluding a ship, a rail or road vehicle or an aircraft but including a trailer towed or intended to be towed by a road vehicle) supplied or intended to be supplied by or on behalf of the carrier or the carriage of cargo.
    “Package” is the largest individual unit of partially or completely covered or contained cargo made up by or for the Merchant which is delivered and entrusted to Carrier, including palletized units and each container packed and sealed by the Merchant or on its behalf, although the Merchant may have furnished a description of the contents of such sealed container(s) on this bill of lading.
    “Place of Receipt”, ”Intended Port of Loading”, “Intended Port of Discharge” and “Intended Place of Delivery”, means respectively the place of receipt, port of loading (ocean vessel), port of discharge (ocean vessel) and place of delivery nominated on the front hereof. The term “Goods” means the whole or any part of the cargo described on the fact of this Bill of Lading and, if the cargo is packed into container(s) supplied or furnished by or on behalf of the Merchant, includes the container(s) as well.
  2. CLAUSE PARAMOUNT:
    1. To and From non-United States Ports. As far as this Bill of Lading covers the Carriage of Goods by sea to and from non-United States ports by the Carrier and any Participating Carrier, the Contract evidenced in this Bill of Lading shall have effect subject to the Hague-Visby Rules, if and as enacted in the country of shipment and any legislation making those Rules compulsorily applicable to this Bill of Lading shall be deemed incorporated herein and made part of this Bill of Lading contract. When no such enactment is in force in the country of shipment, the Hague-Visby Rules will apply. The Hague-Visby shall also govern before the Goods are loaded on and after they are discharged from the vessel and throughout the entire time the Goods are in the actual custody of the Carrier of Participating Carrier. The Hague-Visby Rules shall also apply to the Carriage of Goods by inland waterways and reference to carriage by sea in such Rules or legislation shall be deemed to include reference to inland waterways.
    2. To or From United States Ports. If the Carriage called for in this Bill of Lading is a shipment to or from the United States, the liability of the Carrier shall be exclusively determined pursuant to COGSA; the Pomerene Act [49 U.S.C. §80101 et. Seq.] for both export and import cargo moving to/from the United States; and Article 7-301 of the Uniform Commercial Code. The provisions cited in the Hague Rules and COGSA shall also govern before the Goods are loaded on and after they are discharged from the Vessel and throughout the entire time the Goods are in the actual custody of the Carrier or Participating Carrier.
    3. Other Applicable Laws. The Carrier shall be entitled to (and nothing in this Bill of Lading shall operate to deprive or limit such entitlement) the full benefit of, and rights to, all limitation of and exclusions from liability and all rights conferred or authorized by any applicable law, statute or regulation of any country (including, but not limited to, where applicable any provisions or sections 4281 to 4287, inclusive, of the Harter Act of the United States of America and amendments thereto and where applicable any provisions of the laws of the United States of America) and without prejudice to the generality of the foregoing also any law, statute of regulation available to the Owner of the vessel on which the Goods are carried.
  3. LIMITATION OF LIABILITY: Insofar as loss of or damage to or in connection with the Goods is caused during the part of the custody or carriage, such compensation shall be calculated as follows:

Quotation Terms & Conditions

Latest Update: Nov 26, 2020

The rate quotation is valid for the stated validity period. If no formal acceptance is received within the original stated time frame then T.NETWORK reserves the right at any time beyond this period to adjust, cancel, and/or withdraw a rate quotation.

Rates are only valid for palletized and stackable cargo.

Each rate quotation must be accepted online directly or in writing by the customer prior to booking acceptance by T.NETWORK. A booking accepted by T.NETWORK represents the customer’s acceptance of the terms and conditions set forth in the rate quotation.

Each rate quotation is subject to market fluctuations and amendments such as GRI, PSS or general market change.
If provided, transit times are estimated and not guaranteed. Actual transit times may vary.

All FCL door pickup and deliveries are based on one (1) hour of free time. Drop containers or overtime will be subject to additional fees.

Provided sailing and/or flight schedule, as well as cargo cut-off days, are subject to change. Rates do not include local government fees, duties and/or taxes.

All shipments are subject to space and equipment availability.

If a customs exam occurs, the exam fee/s will be passed on to the customer at cost.

If T.NETWORK or its affiliates do not act as the customs broker a document turnover fee of $65.00 per entry will apply.

Unless otherwise noted, this rate quotation is subject to surcharges and accessorials as published in T.NETWORK’s governing tariff.

Each lane quotation is based on and assumes that all cargo is suitably packaged and prepared for international transportation by air or land and all weights are accurate and correct. Rates may be subject to change if the actual cargo characteristics are different from what was provided.

Prior to movement, each shipment is subject to re-weight and re-measurement by T.NETWORK or any one of its designated subcontractors. To the extent that the originally identified freight characteristics, including but not limited to the freight’s weights and/or measures, are inaccurate, the applicable rate quotation shall be revised to reflect the actual freight characteristics and customer shall be responsible and agrees to pay any difference between the original rate quotation and the revised rate quotation.

Each rate quotation is based on and assumes that all cargo weight is within the legal guidelines that govern the routing of such cargo from any origin to destination. Cargo must also adhere to regional regulations for wood packaging.

All foreign services are quoted based on exchange rates at the time of the quote and can change with or without notice at time of shipment.

Marine and/or Cargo insurance will be invoiced unless there is a standing “Opt-Out” on file or insurance is waived prior to cargo receipt. Failure to purchase insurance means your cargo is subject to liability limitations set out in T.NETWORK’s Air Waybill of Lading Legal Terms and Conditions.

In the event of a force majeure event during the validity of this offer as described, or an event beyond T.NETWORK’s control, including but not limited to work stoppages, strikes, accidents, acts of God, governmental restraints, war, embargoes, unforeseen market changes, or other similar conditions, T.NETWORK reserves the right to adjust or renegotiate our offer based on the market effects of the event.

The rate quote and its contents are confidential information owned by T.NETWORK. The contents of this rate quote shall not be disclosed by the customer to any third party, to specifically include any competitor of T.NETWORK. Any unauthorized review, use, disclosure or distribution is prohibited. T.NETWORK will take any legal means necessary to enforce this provision and protect this information.

Carrier and routing selection will be T.NETWORK’s choice, unless specifically requested and agreed upon in writing with the customer.

All shipments are subject to the T.NETWORK Sea or Air Waybill of Lading Legal Terms and Conditions printed at the backside of the Sea or Air Waybill and T.NETWORK’s Terms of Service.

Terms of Service

Latest Update: Sep 26, 2020

As promulgated by the National Customs Brokers and Forwarders Association of America, Inc. 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. “Company” shall mean Transformers Network, Inc. DBA T.NETWORK its subsidiaries, related companies, agents and/or representatives;”
    1. Customer” shall mean the person for which the Company is rendering service, as well as 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.
    2. “Documentation” shall mean all information received directly or indirectly from Customer, whether in paper or electronic form.
    3. “Ocean Transportation Intermediaries” (“OTI”) shall include an “ocean freight forwarder”and/or a “Non-Vessel Operating Carrier” (NVOCC) as those terms are defined by the Shipping Act of 1984, as amended.
    4. “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 and security documentation on behalf of the Customer and other dealings with Government Agencies, or for arranging for transportation services, both domestically and internationally, or other logistics services in any capacity other than as a carrier.
  3. Limitation of Actions.
    1. 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 30 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.
    2. All suits against Company must be filed and properly served on Company as follows:
      1. For claims arising out of ocean transportation, within one (1) year from when the goods were delivered or should have been delivered.
      2. For claims arising out of brokering domestic motor carrier transportation, within 1 year from the date of loss.
      3. For claims arising out of air transportation, within 2 years from the date of the loss.
      4. 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).
      5. For any and all other claims of any other type, within 1 year from the date of the loss or damage.
  4. No Liability for The Selection or Services of Third Parties and/or Routes. Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, Company shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment; advice by the Company that a particular person or 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 actions(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party; all claims in connection with the Act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company.
  5. Quotations Not Binding. Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a 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.
    1. Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with U.S. Customs & Border Protection, other Government Agency and/or third parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission filed on Customers behalf;
    2. In preparing and submitting customs entries, export declarations, applications, security filings, documentation, delivery orders and/or other required data, the Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer’s failure to disclose information or any incorrect, incomplete or false statement by the Customer or its agent, representative or contractor 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.
    3. Customer acknowledges that it is required to provide verified weights obtained on calibrated, certified equipment of all cargo that is to be tendered to steamship lines and represents that Company is entitled to rely on the accuracy of such weights and to counter -sign or endorse it as agent of Customer in order to provide the certified weight to the steamship lines. The Customer agrees that it shall indemnify and hold the Company harmless from any and all claims, losses, penalties or other costs resulting from any incorrect or questionable statements of the weight provided by the Customer or its agent or contractor on which the Company relies.
    4. Customer acknowledges that it is required to advise Company in advance of its intention to tender hazardous material goods and that it will otherwise comply with all federal and international hazardous material regulations.
  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’s discretion, the goods may be tendered to the third party, subject to the terms of the third party’s limitations of liability and/or terms and conditions of service.
  8. Insurance. Unless requested to do so in writing and 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.
    1. Except as specifically set forth in these terms and conditions, Company makes no express or implied warranties in connection with its services.
    2. Customer may obtain insurance coverage for cargo loss or damage, 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).
    3. In all events, the Company’s liability shall be limited to the following:
    4. where the claim arises from activities other than those relating to customs business, $50.00 per shipment or transaction, or
    5. where the claim arises from activities relating to “Customs business,” $50.00 per entry or the amount of brokerage fees paid to Company for the entry, whichever is less.
    6. 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, or for the acts of third parties.
    7. With respect to domestic transportation, Company shall not be liable for a motor carrier’s failure to maintain insurance or for the accuracy of any documentation furnished by a motor carrier to Company or Customer evidencing said coverage.
  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, fines, penalties and/or attorneys’ fees arising from the importation or exportation of customers merchandise and/or any conduct of the Customer, including but not limited to the inaccuracy of entry, export or security data supplied by Customer or its agent or representative, 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, penalties, fines 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 Deliver (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 not have 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 20% per annum or the highest rate allowed by law, whichever is less unless a lower amount is agreed to by Company.
  14. General Lien, Warehouse Lien, and Right to Sell Customer’s Property.
    1. Company shall have a continuing lien on any and all property and documents relating thereto of Customer coming into Company’s actual or constructive possession, custody or control or in transit , which lien shall survive delivery, for all charges, expenses or advances owed to Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both. Customs duties, transportation charges, and related payments advanced by the Company shall be deemed paid in trust on behalf of the Customer and treated as pass through payments made on behalf of the Customer for which the Company is acting as a mere conduit.
    2. 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.
    3. 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.
    4. If Goods go into demurrage, Carrier shall assume all rights of a warehouseman, and the applicable bill of lading or other contracts of carriage issued by the Company shall constitute a warehouseman’s non-negotiable receipt. Goods will be delivered to the consignee or other Person(s) entitled to receipt of the goods upon payment of all Charges due. If Goods are not claimed within ten (10) days after demurrage commences, Carrier may exercise its warehouseman’s right to sell or auction such Goods. Carrier may assert a general lien for Charges and expenses in relation to other Goods, whether these Goods have been delivered by Carrier.
  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 §1508 and 1509) it has the duty and is solely liable for maintaining all records required under the Customs and/or other Laws and Regulations of the United States; unless otherwise agreed to in writing, the Company shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a “recordkeeper” or “recordkeeping agent” for Customer.
  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. No Duty To Provide Licensing Authority. Unless requested by Customer in writing and agreed to by the Company in writing, Company shall not be responsible for determining licensing authority or obtaining any license or other authority pertaining to the export from or import into the United States.
  18. Preparation and Issuance of Bills of Lading. Where Company prepares and/or issues a bill of lading, Company shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc.; unless 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.
  19. 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.
  20. Compensation of Company. The compensation of the Company for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by the Company to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, the Company shall provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or act ion against the Customer for monies due the Company, upon recovery by the Company, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee.
  21. 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 from circumstances beyond the control of either Company or its sub -contractors, including but not limited to: (i) acts of God, including flood, earthquake, tornado, storm, hurricane, power failure, epidemic or other severe health crisis, 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 such event, Company reserves the right to amend any tariff or negotiated freight or logistics rates, on one day’s notice, as necessary to provide the requested service.
  22. 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. Company’s decision to waive any provision herein, 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 herein.
  23. 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 Illinois without giving consideration to principles of conflict of law. Customer and Company:
    1. irrevocably consent to the exclusive jurisdiction of the United States District Court for the Northern District of Illinois.
    2. agree that any action relating to the services performed by Company, shall only be brought in said courts.
    3. consent to the exercise of in personam jurisdiction by said courts over it, and
    4. further agree that any action to enforce a judgment may be instituted in any jurisdiction.
    5. The Carrier shall be entitled to avail itself of all the terms and conditions of onward carriers, including such Carriers’ forum selection and limits of liability. Carrier reserves the right to sue the Customer for the collection of freight or other charges in any venue having jurisdiction over Merchant.

© Approved by the National Customs Brokers and Forwarders Association of America, Inc. (Revised 4/16/2020).

LEGAL
Transformers Network, Inc. (“T.NETWORK”) dba T.NETWORK dba Phoenix International Freight Services, Inc., is a transportation intermediary which undertakes to arrange, as the agent on behalf of Customers, the transportation, handling, warehousing, entry and export of shipments through third-party carriers, warehouses and other service providers (“Services”).   All Services provided by T.NETWORK to any Customer are governed by T.NETWORK’s Terms and Conditions of Service, which are available on our Terms & Conditions page.

Copyright © 2023 Transformers Network Inc.