Terms & Conditions of Service of Traffic Tech International, US, LLC*
These terms and conditions constitute a contract between the “Company” and the “Customer.” In the event Company renders services and issues a document containing terms and conditions governing such services, the terms and conditions set forth in that document shall govern those services to the extent it conflicts with this document.
- “Company” shall mean Traffic Tech International, US, LLC, its subsidiaries, related companies, agents and/or representatives;
- “Customer” shall mean the person for which 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 Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;
- “Documentation” shall mean all information received directly or indirectly from Customer, whether in paper or electronic form.
- “Ocean Transportation Intermediaries” (“OTI”) shall include an “ocean freight forwarder” and a “non-vessel operating carrier”;
- “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, storage or otherwise.
- Company as Agent.
Company acts as the “agent” of 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 Customer and other dealings with government agencies, or for arranging for transportation services or other logistics services in any capacity other than as a carrier.
- Limitation of Actions.
These Rules apply to all shipments tendered to Carrier by Traffic Tech or by third parties on behalf of Traffic Tech.
- 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 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 Company regarding a particular person or entity selected to render services with respect to the goods shall not be construed to mean that Company warrants or represents that such person or entity will properly render such services, nor does Company assume responsibility or liability for any actions(s) and/or inaction(s) of such person or entity, including its agents. Company 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 action(s) or inaction(s) of a third party shall be brought solely against such party and/or its agents. In connection with any such claim, Company shall reasonably cooperate with Customer, which shall be liable for any charges or costs incurred by Company.
- Quotations not Binding
Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by Company to Customer are for informational purposes only and are subject to change without notice. No quotation shall be binding upon Company unless 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 Company and Customer.
- Reliance on Information Furnished.
- Customer acknowledges that it is required to review all documents and declarations prepared for and/or filed with U.S. Customs & Border Protection, other government agencies or third parties, and will immediately advise Company of any errors, discrepancies, incorrect statements or omissions on any declaration or other submission filed on Customer’s behalf;
- In preparing and submitting customs entries, export declarations, applications, security filings, documentation and/or other required data, Company relies on the correctness of all documentation and information, whether in written, electronic or oral format, furnished by Customer. Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold Company harmless from any and all claims asserted and/or liability or losses suffered by reason of Customer's failure to disclose information or any incorrect, incomplete or false statement by Customer or its agent, representative or contractor upon which Company relied. Customer agrees that it has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods.
- 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 when providing the certified weight to the steamship lines. Customer agrees that it shall indemnify and hold Company harmless from any and all claims, losses, penalties or other costs resulting from any incorrect statements of the weight provided by Customer or its agent or contractor on which Company relies.
- 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 Customer, which must agree to pay any charges therefor. In the absence of written instructions or the refusal of the third party to agree to a higher declared value, at Company's sole 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.
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.
- Disclaimers; Limitation of Liability.
- Except as specifically set forth herein, Company makes no express or implied warranties in connection with its services.
- In connection with all services performed by Company, Customer may obtain additional liability coverage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefor, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s).
- In the absence of additional coverage under (b) above, Company's liability shall be limited to the following: (i) where the claim arises from activities other than those relating to customs business, $50 per shipment or transaction, or (ii) where the claim arises from activities relating to customs business, $50 per entry or the amount of brokerage fees paid to Company for the entry, whichever is less.
- 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.
- Advancing Money.
All charges must be paid by Customer in advance unless Company agrees in writing to extend credit to Customer. The granting of credit to Customer in connection with a particular transaction shall not be considered a waiver of this provision by Company with respect to another transaction.
- Indemnification/Hold Harmless.
Customer agrees to indemnify, defend and hold Company harmless from any claim, suit, proceeding, liability, fine, penalty and expense (including attorneys' fees and costs) arising from the importation or exportation of Customer’s merchandise or any conduct of Customer, including, but not limited to, the inaccuracy of entry, export or security information supplied by Customer or its agent. In the event that any claim, suit or proceeding is brought against Company, it shall give notice in writing to Customer by mail at its address on file with Company.
- C.O.D. or Cash Collect Shipments.
Company shall use reasonable care regarding written instructions relating to “Cash/Collect on Delivery (C.O.D.)” shipments, bank drafts, cashier's and/or certified checks, letter(s) of credit and other similar payment documents; however, Company shall not be liable if the intended payor refuses to pay for the shipment.
- Costs of Collection.
In any dispute involving money owed to Company, Company shall be entitled to all costs of collection, including reasonable attorneys’ fees and interest at the lesser of 15% per annum or the highest rate allowed by law, unless a lower amount is agreed to by Company.
- General Lien and Right to Sell Customer's Property.
- Company shall have a continuing lien on any and all property and documents relating thereto of Customer coming into or en route to Company's actual or constructive possession, custody or control, 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 and any prior shipments. Customs duties, transportation charges, and related payments advanced by Company shall be deemed paid in trust on behalf of Customer and treated as pass through payments made on behalf of Customer for which Company is acting as a mere conduit.
- Company shall provide written notice to Customer of its intent to exercise its lien, the exact amount of money due and owing and any on-going storage or other charges. Customer shall notify all parties having an interest in its shipment(s) of Company's lien.
- 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, posts an acceptable bond equal to 110% of the total amount due, in favor of Company, guaranteeing payment of the money owed, plus all storage charges accrued or to be accrued, Company shall have the right to sell such property at public or private sale or auction, refunding to Customer any net proceeds after satisfaction of all expenses pertaining to the sale and all amounts owed Company.
- No Duty to Maintain Records For Customer.
Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended, it has the duty and is solely liable for maintaining all records required under the customs and other laws and regulations of the United States. Unless otherwise agreed in writing, Company shall only keep such records that it is required to maintain by law, not act as a “record keeper” or “recordkeeping agent” for Customer.
- Obtaining Binding Rulings, Filing Protests, etc.
Unless requested 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 petitions or protests.
- 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.
- Preparation and Issuance of Bills of Lading.
Where Company prepares 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 otherwise agreed in writing by Company, Company may rely upon and use the cargo weight supplied by Customer.
- No Modification or Amendment Unless Written.
These terms and conditions may only be modified, altered or amended in writing signed by both Customer and Company.
- Compensation of Company.
The compensation of 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 Company to transport and deal with the goods, and such compensation shall be exclusive of any brokerage, commissions, dividends or other revenue received by Company from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, the Company shall provide a detailed breakdown of the components of all charges assessed and a copy of each pertinent document relating to those charges. In any referral for collection or action against Customer for money due to Company, upon recovery by Company, Customer shall pay the expenses of collection and/or litigation, including reasonable attorneys’ fees.
- Force Majeure.
Company shall not be liable for losses, damages, delays, wrongful or missed deliveries or non-performance, in whole or in part, resulting from circumstances beyond the control of either Company or its sub-contractors, including, but not limited to: (i) acts of God such as flood, earthquake, storm, hurricane, power failure 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 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 the event any portion hereof is found to be invalid or unenforceable, the remainder 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.
- 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 Illinois without giving consideration to principles of conflict of law. Customer and Company consent to the jurisdiction of the United States District Court for the Northern District of Illinois or, if federal jurisdiction is lacking, to the state courts in Cook County, Illinois.
(*) These terms and conditions are adapted and substantially the same as those approved by the National Customs Brokers and Forwarders Association of America, Inc. (Revised 6/16)
CANADIAN SOCIETY OF CUSTOMS BROKERS (09-2016) STANDARD TRADING CONDITIONS
These Terms and Conditions (“Rules”) govern all shipments of commodities ("Goods") for which Traffic Tech Inc. or one of its affiliates ("Traffic Tech") arranges transportation or related logistics services for any shipper, consignor, consignee, beneficial owner or any other party requesting or using Traffic Tech’s services (“Customer”). To the extent Traffic Tech and Customer have executed a different agreement pertaining to the provision of Services or shipment of Goods, then that agreement shall govern to the extent it is inconsistent with these Rules.
Broker - Customer acknowledges that Traffic Tech is a transportation broker, not a motor carrier or freight forwarder, and is responsible only for arranging transportation and related services of Goods, and not for actually performing the transportation or related services..
Services - Traffic Tech, acting as a broker, agrees to arrange the transportation with its third-party motor carriers ("Carriers") licensed by the appropriate governmental entity to provide transportation and related services (“Services”) to Customer.
Credit - All Customers are subject to credit approval. The amount of credit, if any, granted to Customer is at the sole and entire discretion of Traffic Tech. Customer allows Traffic Tech to disclose business and financial confidential information to its credit insurers. Traffic Tech reserves the right to withhold Services and to have Carriers hold Goods that are in transit to ensure payment of all invoices.
Payment - Payment for Services is due within thirty (30) calendar days of date of invoice. Customer is permitted ten (10) calendar days from the date of the invoice to dispute any invoiced charges. If Traffic Tech does not receive a written dispute within the allowable ten (10) calendar days, Customer waives any right to dispute the invoices. Payment may be made by check, money order, electronic funds transfer, or, if approved in advance, by credit card. Invoices not paid as agreed are subject to a service charge of 2% per month or the highest lawful rate, if less. Customer will be liable for all related costs and expenses, including attorneys’ fees and in house attorneys’ fees, costs, and collection agency fees related to Traffic Tech’s efforts to collect outstanding invoices.
Carriers - Traffic Tech will enter into relationships with Carriers, either by execution of written contracts or by incorporation of Traffic Tech’s Carrier Terms and Conditions.
Claims - Traffic Tech shall not be liable for any type of claims, including, without limitation, cargo claims, property damage claims, or personal injury claims (collectively referred as ‘Claims’). Traffic Tech has no responsibility, liability or involvement in the payment of Claims. This being said, Traffic Tech and Customer may agree that Traffic Tech will be Customer’s primary point of contact for any loss, damage or delay to cargo ("Cargo Claims"), for which Traffic Tech receives timely notification and pertinent information, and for which Customer cooperates with Traffic Tech. If Customer wishes Traffic Tech to attempt to assist with processing of a Cargo Claim, Customer must notify Traffic Tech within thirty days of delivery or failed delivery. Customer must provide Traffic Tech with all supporting documentation, including, but not limited to, the following documents: bill of lading, document showing receipt of all Goods in good condition by Carrier, delivery documents showing the shipment was delivered short or damaged, a vendor's invoice showing the value of Goods, a demand for a specific amount of money, with a clear explanation of how that amount is determined, communication from the Carrier or consignee that the shipment was not delivered, and any other supporting documentation that Traffic Tech or the Carrier may request. Customer acknowledges that its failure to promptly provide all requested document will result in a denial of the Claim.
Customer acknowledges that any Cargo Claims must be filed against the appropriate Carrier within 60 days of the date of delivery of Goods, or in the case of non-delivery, within 9 months of the date delivery should have been made. Notice to Traffic Tech does not constitute filing of claim with the Carrier. Traffic Tech is not responsible to file the claim with the Carrier. Any suit or other legal action to recover for cargo loss, damage, injury or delay, must be commenced against Carrier within the statutory limit allowed by law. The filing of a claim does not relieve the Customer for payment of freight charges. Freight payment is necessary in order for a Carrier to process a claim.
Traffic Tech and Carriers’ Liability - Customer acknowledges Traffic Tech and Carriers are not liable for the following: (1) damage or injury to Goods to the extent due to packaging, loading, unloading, blocking, bracing or securing of Goods; (2) inherent vice or defect in Goods, including rusting of metals, swelling of wood caused by humidity, moisture or condensation, or deterioration of perishable products; (3) an act of God or the public enemy; (4) any act or default of any Customer; (5) any act taken under authority of law; (6) any act of war or terrorism; or (7) loss of production, loss of profits, loss of business, penalties or indirect, special, incidental or consequential losses of any kind.
Traffic Tech’s Limitations of Liability - Customer acknowledges that Traffic Tech is a transportation broker and not a carrier. Unless otherwise agreed to in a signed writing between Traffic Tech and Customer, Traffic Tech’s cargo liability will not exceed $2.00/lb CAD for shipments originating in Canada or $2.00/lb USD for shipments originating in the United States.
Customer's Duties - Customer is responsible for ensuring that Goods are properly and safely loaded, supported, blocked, braced, and secured, and Customer will be responsible for expenses and damages arising out of any resulting load shifts. Customer must provide necessary shipping instructions and properly identify all Goods in the bill of lading or other shipping instructions. Customer will properly notify Traffic Tech in writing in advance if it tenders any restricted commodities, or any other Goods that may require special handling, including hazardous materials and waste, oversize or overweight shipments, coiled or rolled products, or commodities requiring protection from heat or cold. Customer is responsible for properly counting and recording the number of pieces transported. Customer is responsible for checking all empty containers or trailers tendered for loading and rejecting any equipment that is not in apparent suitable condition to protect and preserve Goods during transportation. If Customer requests that Traffic Tech arrange for equipment to be dropped at a location for Customer's convenience and left unattended by Carrier, Customer and its consignors or consignees will not lose, damage, or misuse the equipment and Customer will pay for loss or damage to the equipment, damage to third parties’ goods, or personal injuries occurring during or as a result of such custody, control, possession, or use of the equipment. Customer is responsible for and warrants its compliance with all applicable laws, rules, and regulations, including customs laws, import and export laws and governmental regulation of any country to, from, through or over which the shipment may be carried. The Customer agrees to furnish such information and complete and attach to the Bill of Lading such documents as are necessary to comply with such laws, rules and regulations. Traffic Tech assumes no liability to the Customer or to any other person for any loss or expense due to the failure of the Customer to comply with this provision. Any individual or entity acting on behalf of the Customer in scheduling shipments hereunder warrants that it has the right to act on behalf of the Customer and the right to legally bind Customer.
Applicable Law and Jurisdiction - By requesting or using the services of Traffic Tech, Customer agrees these Rules are governed by the laws and regulations of the Province of Quebec and of Canada and all disputes arising out of it shall be brought in the judicial district on Montreal, Province of Quebec or the Federal Court. .
Pricing - Prices are subject to change without notice, if shipment information provided by Customer is deemed to be incorrect or incomplete.
Changes to Rules - Customer agrees to be bound by all of the terms and conditions contained in these Rules. Traffic Tech may modify these Rules from time to time, upon posting the most up to date terms and conditions on www.traffictech.com. Such changes shall be effective for all transactions between Traffic Tech and Customer after the date of the posting.
Language – Les parties aux présentes ont demandé que les présentes soient rédigées en anglais seulement. The parties have requested that these Rules be drawn up in the English language. .