Terms & Conditions
Cargo Dynamics USA Inc. — Terms & Conditions of Service. Governed by the laws of the State of Delaware.
1. Definitions
means Cargo Dynamics USA Inc., together with its subsidiaries, affiliates, officers, directors, employees, agents, subcontractors, and representatives.
means the person or entity for whom Company performs services, including the shipper, consignor, consignee, owner of the Goods, and their agents.
means any cargo, freight, or property of every kind transported, handled, or dealt with by Company.
means freight forwarding, transportation arrangement, customs brokerage, logistics, warehousing, consolidation, documentation, distribution, advisory services, and all related activities.
means any person or entity actually performing carriage of Goods, including ocean carriers, air carriers, motor carriers, rail carriers, and other transport providers.
means Special Drawing Right as defined by the International Monetary Fund.
2. Application of Terms
These Terms and Conditions govern all Services provided by Company and supersede all prior agreements unless expressly agreed in writing by Company.
Any conflicting terms proposed by Customer are rejected unless expressly accepted in writing by Company.
Company's Services are provided subject exclusively to these Terms.
3. Role of Company
3.1 As Agent
Unless Company expressly undertakes in writing to act as a carrier or principal, Company acts solely as an agent for Customer in arranging transportation and related Services.
3.2 As Principal
Company shall be deemed to act as principal only where:
- It issues its own bill of lading or transport document; or
- It expressly agrees in writing to assume carrier liability.
3.3
When acting as agent, Company shall not be liable for acts or omissions of Carriers or other third parties, provided reasonable care was exercised in their selection.
4. Incorporation of FIATA Model Rules
To the extent Company acts as a freight forwarder and not as a carrier, the FIATA Model Rules for Freight Forwarding Services (latest edition) are incorporated by reference.
In the event of any conflict between the FIATA Model Rules and these Terms and Conditions, these Terms and Conditions shall prevail.
Nothing herein shall increase Company's liability beyond that set forth in these Terms.
5. Quotations and Charges
Quotations are based on information provided by Customer and are subject to change without notice.
Charges are due upon invoice and payable without offset.
Customer shall be liable for all duties, taxes, fines, demurrage, detention, storage, and government charges.
Customer shall reimburse Company for any advances made on Customer's behalf.
6. Customer Warranties
Customer warrants that:
- All descriptions and declarations of Goods are accurate;
- Goods are properly packed and labeled;
- Dangerous Goods are fully declared;
- Customer has authority to enter into this contract.
Customer shall indemnify Company for any loss arising from breach of these warranties.
7. Insurance
No insurance shall be effected except upon written instruction from Customer.
Any insurance placed shall be subject to the policy terms of the insurer.
Company is not an insurer.
8. Limitation of Liability
8.1 When Acting as Agent
Company shall only be liable for its own negligence and shall not be liable for third-party acts.
8.2 General Limitation
Company's liability for loss or damage to Goods shall not exceed:
- 2 SDR per kilogram of gross weight, or
- USD $100,000 per occurrence,
- whichever is less.
8.3 Delay
Company shall not be liable for delay unless expressly agreed in writing. If liable, liability shall not exceed the amount of Company's charges for the affected shipment.
8.4 Consequential Damages
Company shall not be liable for indirect, consequential, special, or punitive damages, including loss of profit or market.
8.5 Domestic Motor Carrier Shipments
Where Carmack Amendment applies, liability shall be governed by the underlying motor carrier's bill of lading unless Company expressly assumes carrier liability.
8.6 Ocean Shipments
Where Company acts as NVOCC, liability shall be governed by the applicable bill of lading and U.S. COGSA, including the USD $500 per package limitation unless higher value is declared and applicable freight paid.
9. Time Bar and Claims
Written notice of visible loss must be given at delivery.
Notice of concealed loss must be given within six (6) days of delivery.
All claims must be submitted in writing within fourteen (14) days of discovery.
Suit must be filed within nine (9) months of delivery or scheduled delivery, failing which all claims are time-barred.
10. Lien
Company shall have a general lien on Goods and related documents for all sums due, including storage and collection costs, and may sell Goods after reasonable notice.
11. Indemnification
Customer shall indemnify and hold Company harmless from:
- Claims arising from Customer's acts or omissions;
- Incorrect declarations;
- Dangerous Goods;
- Government fines or penalties;
- General Average contributions.
12. Force Majeure
Company shall not be liable for loss or delay arising from events beyond its reasonable control, including but not limited to:
- Acts of God
- War
- Government action
- Labor disputes
- Port congestion
- Carrier failure
13. No Set-Off
Customer shall not withhold or set off payment due to any dispute or claim.
14. Severability
If any provision is unenforceable, the remainder shall remain in full force and effect.
15. Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.
Any action arising out of or relating to the Services shall be brought exclusively in the state or federal courts located in New Castle County, Delaware, and the parties irrevocably submit to the personal jurisdiction of such courts.
16. Mandatory Law
These Terms apply except to the extent they conflict with mandatory provisions of applicable law, international conventions, or federal statutes.