These Terms and Conditions constitute a legally binding contract between GA Telesis, LLC (“Company”) and the person or entity (“Customer”) for which Company is rendering Services (as defined below) with respect to cargo received by or on behalf of Customer for storage or warehousing or for a particular shipment, including the cargo described on the face of the bill of lading, and, if the cargo is packed into container(s), such containers (collectively, “Goods”). These Terms and Conditions apply to any storage or warehousing of Goods and to all shipments; provided that, if the parties have entered into a separate written contract with respect to a particular shipment, and for international air shipments subject to a Master or House Air Waybill, then those contractual arrangements shall govern to the extent they are inconsistent with these Terms and Conditions.
1. Company’s Role and Services. For services relating to the entry and release of Goods, post-entry services, procurement of export licenses, export and security documentation filing or other interactions with government agencies on Customer’s behalf, and/or the arrangement of transportation or logistics services in any capacity other than as a carrier, Company shall be acting as Customer’s agent. For all other services, including storage and warehousing, Company shall be an independent contractor. All such services provided by Company to Customer or with respect to Customer’s Goods are hereinafter referred to as “Services”.
2. Ownership and Information.
a. Customer warrants that it is the lawful owner and/or has lawful possession of the Goods, has the legal right to instruct Company regarding the delivery, storage, or other disposition of the Goods, and agrees to notify all parties acquiring any interest in the Goods of these Terms and Conditions.
b. In preparing and submitting information on Customer’s behalf, Company relies on the documentation and information furnished by or on behalf of Customer. Customer acknowledges that it is responsible for the accuracy and completeness of all such information. Without limiting the generality of the foregoing, Customer will review all documents and declarations prepared and/or filed with U.S. Customs & Border Protection, other government agencies, and/or any third party, and immediately advise Company of any errors, discrepancies, incorrect statements or omissions.
a. Customer shall be solely responsible for all shipping, delivery, storage, warehousing, and other costs incurred by Company in the performance of the Services, including any taxes, duties, or other fees and the cost of returning, storing, or disposing of any Goods. Compensation for Services shall be in addition to the rates and charges of all carriers and other third parties selected by Company to store, transport, and deal with the Goods. Company reserves the right to modify, amend, or supplement its rates, fees, charges, and Services without notice. Absent a written agreement executed by Company, quotes are for informational purposes only.
b. Unless otherwise agreed in writing, all shipping charges must be paid within 30 days and all warehousing or storage charges must be paid within 30 days after the invoice is issued. All invoices shall be paid in full in US dollars, without withholding, deduction or set-off of any kind whatsoever.
c. Any unpaid obligation shall bear interest from the date due at one and one-half percent (1.5%) per month or the highest rate allowed by law. Customer shall be responsible for any expenses of collection, including reasonable attorneys’ fees.
d. Claims for overcharge shall be deemed waived if not presented to Company with supporting documentation within 180 days of the original invoice date. Notwithstanding the foregoing, if Customer’s account is more than 60 days past due, Company may apply any credits owed to Customer against such account, without waiving any other remedies.
4. Delivery Receipt. When requested by Customer, Company will endeavor to provide a copy of the signed delivery receipt, which may be a digital signature or computer record; provided that Company assumes no liability for inability to provide any such copy, nor shall the lack of such a receipt create any legal presumption against Company.
5. Storage, Warehousing, and Inventory Management.
a. When requested by Customer, and subject to the availability of storage space, Company will provide storage, warehousing, and inventory management services at Company’s facilities, with charges for such services to be separately agreed in writing between Customer and Company. Company reserves the right to terminate such services and to require the removal of the Goods, or any portion thereof, by giving Customer thirty (30) days advance written notice. Customer shall be responsible for payment of all charges attributable to such Goods within the stated period and for removing the Goods upon payment of such charges, failing which Company may exercise its rights under applicable law, including but not limited to selling the Goods.
b. In addition to storage of Goods at Company’s facilities, if transportation of the Goods is interrupted before its completion for any reason, including due to adverse conditions, refusal of the consignee to accept delivery, instructions from Customer or other issues, then Company may store or warehouse the Goods at a reasonable location of its choosing, and Customer will be bound by any warehouse or storage agreement entered into by Company on Customer’s behalf.
c. Additional Services offered by Company include opening shipping containers for inspection, repacking, photographs, scanning of documents, etc. Additional charges may apply for such Services in accordance with the pricing table. In addition, Company reserves the right to open containers for inspection if there is evidence of damage to the container or its contents or if Company believes that such opening is necessary for the protection of persons or property or to comply with applicable law.
6. Lien. Customer hereby grants Company a general and continuing lien on any property of Customer coming into Company’s possession or control as security for monies owed to Company with respect to the Services. Upon written notice to Customer of Company’s intent to exercise its lien, including the amount subject to the lien, Customer shall within thirty (30) days, post cash or a letter of credit acceptable to Company, or, if the amount due is in dispute, an acceptable bond in favor of Company equal to 110% of the value of the total amount due plus all storage charges to be accrued, failing which Company may sell such property at a public or private sale or auction. If the proceeds of the sale are insufficient to satisfy Company’s lien, Customer remains liable for the unpaid balance. The rights provided by this section are in addition to all other rights Company may have to recover unpaid amounts, including its reasonable attorneys’ fees.
7. Insurance. Company’s rates and quotes do not include insurance, which is solely Customer’s responsibility unless Company specifically agrees otherwise in writing. If Company agrees to procure insurance, Customer shall pay all premiums and costs in connection therewith.
8. Limitation of Liability.
a. Due to the nature of the shipping business, Company cannot guarantee delivery by a stipulated date, nor shall Company be liable for the consequences of delayed, incorrect, or failed delivery. All claims for delay, loss, or damage to the Goods occasioned while the Goods are in the possession or control of carriers or other third parties and all claims arising out of any such delay, loss, or damage shall be brought solely against such third parties.
b. For all Services performed hereunder, Customer may obtain additional coverage for 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 Company prior to rendering Services for the covered transaction(s).
c. In the absence of additional coverage under (b) above, and except as otherwise specified in these Terms and Conditions, Company’s liability for shipments and activities relating to customs business shall be limited as follows:
- For purely domestic shipments, shipments commencing in or destined for Mexico or Canada that pass through the United States, for international shipments commencing via rail or motor carriage in the United States, and for any shipments governed by the Carmack Amendment, Company’s liability for (A) new Goods shall be limited to the higher of $50 per shipment or $0.50 per pound of cargo lost or damaged plus transportation charges applicable to that part of the shipment lost or damaged, and (B) Goods other than new shall be limited to the lesser of (i) the cost of the repair of the damaged Goods, (ii) the wholesale value of the damaged or lost Goods or (iii) $0.10 per pound of the damaged or lost Goods.
- For shipments involving ocean carriage that commence in a foreign country, at a port in the United States to a port in a foreign country and for any shipments governed by the Carriage of Goods by Sea Act, Company’s liability shall be limited to$500 per package or customary shipping unit. The number of packages indicated on the bill of lading or other document(s) generated by Company governing the transportation of the Goods shall be presumed to be accurate.
- For customs-related activities, $50 per entry or the amount of brokerage fees paid to Company, whichever is less.
d. Company will not be liable for Goods that are lost, stolen, damaged, or destroyed while stored or warehoused at Company’s facilities except to the extent that such loss or damage was caused by Company’s negligence. In the absence of additional coverage under (b) above, Company’s liability for such Goods shall be limited to $50.
e. Third parties, including carriers, warehousemen, or others to whom the Goods are entrusted, may limit liability for loss or damage. Company will request excess valuation coverage from third parties on behalf of Customer only upon specific written instructions from Customer, and provided that Customer agrees to pay any charges therefore. In the absence of such instructions or upon the refusal of the third party to agree to a higher declared value, the Goods may be tendered to the third party, subject to the third party’s limitations of liability and/or terms and conditions of service.
f. In no event will Company be liable 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 any third parties.
9. Indemnity. Customer hereby indemnifies and agrees to hold harmless Company and its affiliates and their respective officers, directors, managers, members, employees, agents, successors and assigns from and against any third party losses, liabilities, claims, demands, suits, judgments, damages, costs, and expenses (collectively, “Claims”), including without limitation for loss of or damage to property or injury to or death of any person, which Claims relate to or arise out of the Services or the breach by Customer of any provision of these Terms and Conditions.
10. Force Majeure. Under no circumstances will Company be liable for cessation, delay, interruption, losses, damages, missed deliveries, or nonperformance (excluding payment obligations) resulting from circumstances beyond the control of Company or any third parties engaged by Company to transport the Goods.
11. Packaging; Containers.
a. Each shipment must be properly marked with the name, address, and phone numbers of Customer and consignee.
b. Unless otherwise agreed in writing, Customer is responsible for packaging the Goods to ensure safe transportation, including appropriately protecting any articles susceptible to damage as a result of conditions encountered in transportation such as weather or changes in temperature or atmospheric pressure.
c. Unless otherwise agreed in writing, Customer is responsible for providing any special devices that are required for the safe handling of the Goods and shall be liable for any additional costs incurred by Company as a result of such special devices.
d. Superficial rust, oxidation or any like condition due to moisture is not a condition of damage but is inherent to the nature of cargo, and acknowledgment of receipt of the Goods in apparent good order and condition is not a representation that such conditions of rust, oxidation and the like did not exist on receipt.
e. Should Company receive Goods already packed into containers then the following additional terms and conditions shall apply, replacing any inconsistent terms and conditions:
- The bill of lading is prima facie evidence of the receipt of the particular number of containers set forth, and nothing more, including the order and condition of the contents of the containers;
- Delivery shall be deemed complete when the containers are delivered by Company with the seals intact;
- Customer warrants that the Goods and containers have been packed properly, the Goods are suitable for carriage in containers, the containers are suitable for the uses intended and the containers are appropriately sealed; and
- Customer warrants the Goods do not consist of any of the following: (a) antiques or historical artifacts, (b) cigars or cigarettes, (c) coins of any type, (d) collectible items with a value over $10,000, (e) fresh flowers or foods, (f) human remains, (g) jewelry, (h) live animals (other than laboratory animals with preapproval), (i) negotiable securities, (j) currency, precious gems, or precious metals, or (k) any material which is illegal or prohibited from transport by any applicable law of the US, the UK, or any country in which the shipment may be carried.
12. Dangerous Goods. Customer may not tender Goods of a dangerous or hazardous nature without written application to Company, identifying the nature of the Goods with reasonable specificity and the names and addresses of the consignors and consignees, and Company’s written acceptance thereof.
13. Claims and Disputes
a. Unless subject to a specific statute or international convention, (i) notice of a claim or potential claim for concealed damage, including damage not evident from viewing an unopened package or container, must be submitted to Company in writing within 24 hours of delivery; (ii) notice of a claim or potential claim for loss other than as a result of damage specified in (i) above must be submitted to Company in writing within 14 days of delivery; and (iii) a formal claim for loss must be submitted in writing to Company within 270 days of delivery.
b. Claims are subject to the following requirements:
- At the time of delivery, the consignee must note on the delivery receipt any exceptions to the condition of the Goods that would indicate discrepancy or damage. Receipt of the shipment by the consignee or its agent without explicit notation of shortage, loss, or damage will be prima facie evidence that the Goods were delivered in good condition. Notations such as, “subject to inspection” and “subject to count” are not valid exceptions.
- The Goods and any materials used to package or protect the Goods for transport shall be made available to Company for inspection at the place of delivery within five days of a demand for inspection. Original shipping carton and packing contents must be retained by the consignee for inspection until final disposition of the claim.
- If Customer intends to use, transfer, convey or dispose of the Goods despite their alleged condition, Customer shall provide written notice of such intention to Company prior to utilizing the Goods and provide Company a time that is reasonable under the circumstances, and not less than 5 business days from Company’s receipt of such notice, to inspect the Goods.
- Claims must be accompanied by delivery receipt noting loss or damage, a copy of a paid commercial invoice or receipt proving the cost of the Goods and sufficient documentation to prove the amount of the claim.
c. With respect to any claim:
- Company shall have the option of replacing or repairing Goods.
- The submission of a claim does not relieve Customer from payment of freight charges. Claims will not be considered until all transportation charges have been paid. Claim amounts may not be deducted from transportation charges.
- In the event Company settles a claim, Company shall be entitled to possession of the damaged Goods as salvage. Failure to provide the salvage shall be a bar to recovery of any claim.
- All notices and/or claims shall be submitted via email to email@example.com, or mailed to Claims Department, GA Telesis, LLC, 1850 NW 49th Street, Fort Lauderdale, FL 33309 USA.
d. Unless subject to a specific statute or international convention, lawsuits against Company must be filed and properly served on Company as follows:
- For claims arising out of ocean transportation, within 1 year from earlier of the date of the delivery of the Goods or the date the Goods were supposed to be delivered;
- For claims arising out of air transportation, within 2 years from the date of the loss or damage;
- For claims arising out of the preparation and/or submission of an import entry, within 75 days from the date of liquidation of the entry; and
- For all other claims of any other type, within 2 years from the date of the loss or damage.
e. An appropriate claim is a prerequisite to any lawsuit or action against Company. Failure to abide by the requirements of this Section 13 will result in a waiver of the claim and will be a complete defense to any lawsuit or action.
14. Applicable Law, Jurisdiction, and Venue. These Terms and Conditions shall be governed by and interpreted in accordance with the laws of the State of Florida, USA, without regard to its conflicts of law provisions. The exclusive jurisdiction and venue for any dispute relating to or arising out of or in connection with these Terms and Conditions or the Services shall be in the state or federal courts located in Broward County, Florida, and each of the Parties hereby irrevocably waives any right to a jury trial in any such dispute. Customer irrevocably consents to the jurisdiction of such courts and jurisdiction by any court over its Goods wherever said Goods are located and agrees that an action to enforce a judgment may be instituted in any jurisdiction.
a. 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 applicable laws and regulations of the United States. Company will not act as a “recordkeeper” or “recordkeeping agent” for Customer.
b. Customer warrants its compliance with all applicable laws, including customs laws, import and export laws, and laws relating to anti-bribery, anti-corruption, anti-money laundering, and the financing of terrorism activities.
c. If any provision of these Terms and Conditions shall be declared void, invalid, or unenforceable by any court or administrative agency, the remaining provisions shall, to the extent permitted by such declaration, remain in full force and effect.
d. These Terms and Conditions may only be modified, altered, or amended in a writing signed by both Customer and Company. Any failure by a Party to exercise any right hereunder shall not be construed as a waiver of such right or any other rights hereunder and shall not affect the subsequent exercise of such right or other rights by such Party.
June 4, 2020