INVIA GLOBAL LOGISTICS, LLC
Terms and Conditions of Service
THESE TERMS AND CONDITIONS OF SERVICE ARE DEEMED ACCEPTED UNLESS WE ARE NOTIFIED IN WRITING PRIOR TO SHIPMENT AT THE FOLLOWING ADDRESS: . These Terms and Conditions of Service are effective January 1, 2020 and are subject to change without notice. These Terms and Conditions supersede and replace all previous Terms and Conditions published by Invia Global Logistics LLC. The following TERMS AND CONDITIONS OF SERVICE shall apply to all services performed by Invia Global Logistics LLC and shall be binding on all customers, shippers, consignees, and third parties to or for whom Invia Global Logistics LLC provide services, as specified further in Section 3 below. These terms and conditions of service constitute a legally binding contract between the “Company” and the “Customer”. In the event the Company renders service 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. GENERAL TERMS AND CONDITIONS OF SERVICE 1. APPLICATION AND SCOPE These Terms and Conditions of Service apply to all transportation and related services provided in interstate and intrastate commerce to, from or within the United States (and its territories), Canada, and Mexico and/or other foreign or international commerce by Invia Global Logistics LLC ( hereinafter sometimes referred to as “Invia”). 2. DEFINITIONS Unless otherwise provided for herein, the following terms are defined as follows: “Invia”, “we”, “our” and “us” refers to Invia Global Logistics LLC, and its respective employees, agents, successors, assigns, divisions, affiliates and any subcontractors hired by Invia. “Customer” means the person, firm or company on whose behalf Invia has been hired to perform services, as well as the customer’s 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. and/or representatives and any principal on whose behalf it is acting. 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; “Shipper” or “consignor” means the person tendering goods to Invia for transport or storage and the person for whose account goods are being transported or stored, and any and all agents and/or representatives of the Shipper, including, but not limited to, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, and consignees. “Consignee” or “receiver” means the person named as the “consignee” on any shipper’s instructions, receipt, truck tag, waybill, bill of lading or other document, the owner of the Goods, and all other persons lawfully entitled to possession of the Goods upon delivery. “You” and “yours” shall refer to our customer, the shipper/consignor, the receiver/consignee, their employees and agents and to all others with interest in the shipment. “Waybill” means a non-Negotiable Waybill, Bill of Lading, Delivery Receipt or similar shipping document used to identify shipments tendered to Invia for transportation. “Goods”, “cargo”, “items”, “pieces”, “products”, “commodities” and “shipment” refers to articles of every kind or description, including their packaging, containers or other shipping units tendered to an accepted by Invia for transportation, storage and/or delivery as described or identified on the face of the Waybill. “Prepaid” or “PPD” is a freight payment term meaning that the charges for transportation and other services rendered at the request of the shipper, or requested by the consignee for the shipper, are to be paid for by the shipper or its designated agent. Notwithstanding the shipper’s primary responsibility for payment on a prepaid shipment, both the shipper and consignee are jointly liable for the payment of charges for transportation or other services because both the shipper and consignee receive the benefit of the services. “Collect” or “COL” is a freight payment term meaning that the charges for transportation and other services rendered at the request of the consignee, or requested by the shipper for the consignee, are to be paid for by the consignee or its designated agent. Notwithstanding the consignee’s primary responsibility for payment on a collect shipment, both the shipper and consignee are jointly liable for the payment of charges for transportation or other services because both the shipper and consignee receive the benefit of the services. “Terms and Conditions” refers to these Terms and Conditions of Service which shall be published and maintained on Invia’s website at http://www.inviaglobal.com and are otherwise available upon request. “Conditions of Contract” refers to the Conditions of Contract appearing on the reverse-side of Invia’s Waybill. “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 and/or storage or otherwise”. 3. CONTRACTUAL AGREEMENT These Terms and Conditions shall constitute a binding contract on all customers, shippers, consignees to or for whom Invia provides services. These Terms and Conditions supersede and negate any claimed, alleged or asserted oral contract, promise, representation or understanding among the parties with respect to services to be performed by Invia. These Terms and Conditions shall apply to all services provided by Invia, except to the extent contrary to applicable federal or state law, rule or regulation, and/or except to the extent Invia otherwise specifically agrees, in writing. If there is any conflict or inconsistency between these Terms and Conditions and our Waybill, the Conditions of Contract on the reverse-side of our Waybill, or any other bill of lading issued in connection with services provided by Invia, the Terms and Conditions contained herein shall control and govern. No employee or agent of Invia is authorized to change, modify or waive any of these Terms and Conditions without the written consent of an authorized executive of Invia. These Terms and Conditions are subject to amendment by Invia without notice. Any amendment to these Terms and Conditions shall be published on Invia’s website at http://www.inviaglobal.com. Your continued use of Invia’s services after publication of the amended Terms and Conditions on our website shall constitute acceptance of the amended Terms and Conditions. 4. 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 Invia unless Invia agrees in writing 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 Invia and the Customer. 5. ADVANCEMENT OF CHARGES Upon request, we may advance charges for cartage not performed by us, as well as customs and duties. For each Advancement of Charges, a service fee of $100.00 usd will be assessed. We will not advance charges on any shipment on which prepayment of charges is required unless the amount of such advances has been deposited in cash with us. 6. APPLICATION OF CHARGES Except as otherwise provided for herein or in a separate written contract, transportation charges for a shipment will be assessed on the gross weight of the shipment based on the greater of: the actual weight, or the cubic dimensional weight determined in accordance with Sub-Section (E) of this rule. Charges will be assessed on the basis of the service shown on the Waybill at the rates in effect on the day of acceptance of the shipment. In computing charges, fractions will be rounded to the next higher cent. Fractions of pounds will be assessed at the charge for the next higher pound. Fractions of kilograms will be rounded up to the next higher kilogram. Shipments may be subject to a Dimensional Weight Charge (or “DIM” Factor) depending upon the weight, density and/or measurement of the shipment. To obtain a quote or for more details about the applicability of Invia’s Dimensional Weight Charge, please contact Invia. All rates and fees are subject to change without notice. 7. CHARGES – PREPAID OR COLLECT Shipments will be accepted with freight payment terms stated as prepaid (by the shipper) or collect (from the consignee), or when requested by the shipper or the consignee and subject to approval by Invia, the charges will be billed to a third party. If the third party should refuse payment for any reason, liability for payment shall revert to the shipper or consignee whichever requested third party billing. All requests for changes in type of billing after delivery must be accompanied by a guarantee in writing of payment by the new payer. Revisions will not be allowed when a reduction in the original rates occurs as a result of the change. 8. INVOICING AND PAYMENT OF CHARGES Invoices for transportation and related charges shall be due and payable upon receipt, or at Invia’s discretion on a “cash” or “collect” basis, unless you have established credit with Invia. Invia’s standard credit period for the payment of invoices for transportation and related charges applicable to all customers that have established credit with Invia shall be thirty (30) calendar days from the date of our invoice and subject to the terms and conditions of our credit application, except as otherwise provided for herein or agreed upon in writing. Invoices for duties, taxes and other charges advanced by Invia, to the extent such charges are invoiced separately, are due and payable upon receipt of our invoice, unless otherwise agreed upon in writing. If transportation charges and charges advanced by Invia appear on the same invoice, all charges are due upon receipt of the invoice, unless otherwise agreed upon in writing. Regardless or whether a shipment is billed prepaid, collect or to a third party, the customer, shipper, and consignee shall be jointly and severally liable for all transportation or related charges, plus any duties, taxes or other charges advanced by Invia, including any costs or expenses incurred in returning your shipment or storing your shipment. In the event payment of invoices is not received within thirty (30) calendar days, or such other agreed upon credit period, such invoices will be considered past due and any payments made thereafter shall be considered a late payment. Past due invoices and late payments shall be subject to an interest charge of 1.5% per month added to all outstanding amounts (subject to a minimum interest charge of $10) and such other late charges as may be applicable under the terms of our credit application. In the event it becomes necessary to commence a lawsuit to recover past due invoices or late payments, we will be entitled to recover reasonable attorneys’ fees and costs incurred in the collection of these invoices. Nothing herein shall limit the right of Invia to require prepayment or a guarantee of the transportation or other charges at the time of shipment or prior to delivery. 9. COMPLIANCE WITH APPLICABLE LAW. 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 as may be necessary to comply with such laws and regulations. Invia is not liable to shipper and shipper shall idemnify Invia for loss or expense due to shipper’s failure to comply with this provision. 10. DANGEROUS GOODS/HAZARDOUS MATERIALS Shipper must call the Invia and provide details of the type of Dangerous Goods/Hazardous Material they are proposing to ship with Invia. Invia retains the right to refuse any shipment. Dangerous Goods/Hazardous Material means those commodities, which are transported in accordance with the provisions set forth in the rules and regulations in: Title 49 of the U.S. Code of Federal Regulations (“CFR”), revisions thereto or reissues thereof. The “Dangerous Goods Regulations” published by the International Air Transport Association (“IATA”), revisions thereto or reissues thereof. The International Civil Aviation Organization (“ICAO”) “Technical Instructions for the Safe Transport of Dangerous Goods by Air” published by ICAO, revisions thereto or reissues thereof. The “International Maritime Dangerous Goods (IMDG) Code” published by the International Maritime Organization, revisions thereto or reissues thereof. If Invia accepts for transport the shipment, then the shipper must comply with all of the rules and regulations set forth in: Title 49 of the U.S. Code of Federal Regulations (“CFR”), revisions thereto and reissues thereof. The “Dangerous Goods Regulations” published by the International Air Transport Association (“IATA”), revisions thereto and reissues thereof. The International Civil Aviation Organization (“ICAO”) “Technical instructions for the Safe Transport of Dangerous Goods by Air” published by ICAO, revisions thereto or reissues thereof. The “International Maritime Dangerous Goods (IMDG) Code” published by the International Maritime Organization, revisions thereto or reissues thereof. If the shipment contains Dangerous Goods/Hazardous Material, the shipper shall have the responsibility to so state on the Waybill and shall also submit a signed Shipper’s Declaration for Dangerous Goods/Hazardous Materials. Shipper agrees to be in compliance with all State and Federal statutory requirements with respect to shipping Dangerous Goods and/or Hazardous Materials. 11. TSA REGULATIONS All cargo tendered for air transportation is subject to Aviation Security Controls, regulations of the Department of Homeland Security/Transportation Security Administration (“TSA”), and when appropriate, other government regulations. Copies of all relevant shipping documents showing the cargo’s consignee, consignor, description and other relevant data will be retained on file for at least thirty (30) days. TSA, which has authority over the security and safety of the transportation systems within and connecting to the U.S., has instituted regulations and amendments that govern the movement of cargo. All shippers requesting air transportation services must comply with all applicable TSA regulations, as well as Invia’s policies and procedures. In the event you fail to comply with any applicable regulations, policies or procedures, we cannot ensure requested service levels or that your shipment will be transported via aircraft, and we reserve the right to use alternate means to deliver your shipments.. 12. INSPECTION OF SHIPMENTS Invia may, but shall not be obligated to, inspect any shipment. Additionally, all shipments may be subject to inspection by: The carriers or their agents Government officials Personnel authorized by the government to inspect shipments. Inspection of Air Shipments. In accordance with TSA regulations all shipments transported on aircraft are subject to inspection or being searched by Invia, its agents, government officials or other authorized personnel to ensure the security and safety of any aircraft and its passengers. If you do not consent to the search or inspection of your cargo it cannot be offered for transport or be transported on any aircraft. 13. LIABILITIES NOT ASSUMED Except as may otherwise be prohibited by law, we shall not liable to the shipper or to any other person for any mis-delivery, missed pickup, non-delivery, delay, damage or loss of whatever nature arising out of or in connection with the shipment or other services performed by us, unless such damage is proven to have been caused by our negligence and there has been no contributory negligence on the part of the shipper, consignee or other claimant. Except as specifically set forth herein, Company makes no express or implied warranties in connection with its services. 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. Invia shall only be liable for loss, damage or delay of the Goods which are the direct and proximate result of Invia’s negligence or gross negligence. Without limiting the generality of Sub-Section (A), we shall not be liable for any loss, damage, misdelivery, non-delivery, or other result caused by or resulting in: The act, default or omission of the shipper, consignee or any other party claiming an interest in the shipment including, but not limited to, incorrect declaration of cargo, improper or insufficient packing, securing, marking or addressing of your shipment, or for the acts or omissions of the recipient. The nature of the shipment or any defect, characteristics or inherent fault thereof. Failure of the shipper or consignee to observe any of the rules contained in these Terms and Conditions. Acts of God, weather conditions, mechanical delay of aircraft or other equipment failures, perils of the air, public enemies, public authorities acting with actual or apparent authority, acts or omission of custom officials, authority of law, quarantine, war, riots, strikes or civil commotion. Acts or omissions of any person other than us including delivery instructions from the shipper or consignee complied with by us. We cannot guarantee delivery by a specific time or date and shall not be liable for special or consequential damages due to delay, mis-delivery or non-delivery. Our liability shall be limited to a refund of the shipping charges in the event of a delay. Erasure of data from or the loss or irretrievability of data stored on magnetic tapes, files or other storage media, or erasure or damage of photographic images or soundtracks from exposed film. The loss of any personal or financial information including, but not limited to, social security numbers, dates of birth, driver’s license numbers, credit card numbers and financial account information. Shipments released without obtaining a signature at residential addresses, and at nonresidential addresses if a signature release is on file. Our liability shall in no event exceed that as set forth in the Limitations of Liability provisions contained herein. In no event shall Invia’s liability for any claim, damage, loss or delay exceed $10,000.00 per shipment or transaction. Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any indirect or consequential loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the other Party; or for any loss of actual or anticipated profits, loss of revenue, loss of goodwill and/or business, loss of savings or any other pure economic loss whether direct or indirect. 14. LIABILITY FOR CHARGES AND INDEMNIFICATION The shipper and consignee shall be liable, jointly, and severally, for all unpaid charges payable on account of a shipment including, but not limited to, sums advanced or disbursed by us on account of such shipment. The shipper and consignee shall be liable, jointly and severally, to pay or indemnify and hold us harmless for all claims, fines, penalties, damages, costs or other sums which may be incurred, suffered or disbursed by us for any violation of any of the rules contained herein, or any other default of the shipper or such other party with respect to a shipment, or as a result of any negligent act or omission of the shipper or consignee. 15. LIENS ON SHIPMENTS We shall have a lien on the shipment for all sums due and payable to us including past due charges. In the event of non-payment of any sum payable to us, the shipment may be held by us and be subject to storage and/or disposed of at public or private sale, with notice to shipper or consignee, paying us out of the proceeds of such sale all sums due and payable to us including storage charges. The shipper and/or consignee shall continue to be liable for the balance of any unpaid charges payable on account of the shipment. 16. LIMITATIONS OF LIABILITY A. Air and Ground Shipments. Our liability for loss or damage claims for air and ground shipments shall be as follows: Air and Ground Shipments. Our liability for loss or damage to any air and/or ground shipment in the U.S., Canada or Mexico is limited to $0.50 per pound multiplied by the number of pounds of each piece(s) of the shipment which may have been lost or damaged (but not less than $50.00 per shipment), or the actual value of such piece(s), whichever is less, unless you declare a higher value for carriage and pay an additional charge for excess liability, subject to a maximum of $25,000.00 per shipment. If you declare a higher value and pay an additional charge (see Section 16.D.), our liability will be the lesser of your declared value or the actual value of your shipment. Determination of our limit of liability on any shipment shall be based on the weight of the package or packages lost or damaged. In the case of loss of, damage or delay to part of the cargo, the weight to be taken into account in determining Invia’s limit of liability shall be only the weight of the package or packages concerned. In the case of loss of, damage or delay to a shipment, the weight to be used in determining Invia’s limit of liability shall be the weight that is used to determine the charge for carriage of such shipment. In the case of loss of, damage or delay to a part of a shipment, the shipment weight 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. Ocean Shipments. If all or any part of the shipment tendered to Invia is carried by water over any part of said route, such water carriage shall be performed subject to the terms and provisions and limitations of liability specified by the “Carriage of Goods By Sea Act” and any other pertinent laws applicable to water carriers. The shipper or his agent hereby authorizes Invia, in his name and on his behalf, to prepare any export documents, sign and accept any documents relating to said shipment and forward this shipment in accordance with the conditions of carriage and the tariffs of ocean carriers employed. The sole responsibility of Invia hereunder is to use reasonable care in the selection of carriers, forwarders, agents and others to whom it may entrust the shipment. Ocean shipments arranged by Invia shall be governed and controlled by the terms and conditions of Invia’s bill of lading, as well as the bills of lading, conditions of carriage and tariffs of the carriers employed by Invia. 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. Special Damages. In no event and under no circumstances shall we be liable for any special, incidental or consequential damages, including but not limited to loss of profits or income, whether or not we had notice or knowledge that such damages might be incurred. 17. STORAGE AND NOTICE AND DISPOSITION OF PROPERTY When shipments arrive at destination, we will promptly notify the consignee and/or his designated agent or broker if we are not delivering to the consignee. If, at the expiration of the free storage time, a shipment containing nonperishable property is unclaimed or delivery cannot be effected, we will so notify the shipper and consignee, by telephone, email, facsimile or mail (at the addresses provided by the customer). Upon written instructions from the shipper, we will return the shipment to the shipper, forward or reconsign it, or otherwise dispose of it, all at the shipper’s expense. After the expiration of such free time, we may continue to hold such shipments for the shipper and consignee, subject to storage charges. If such continued holding is not practicable, we may place the shipment in a public warehouse at the expense of the shipper and consignee, subject to a lien for all transportation, storage, delivery, warehousing, and other charges, including handling charges . If no such instructions are received within thirty (30) days after the date of notice is given, we will dispose of the shipment at public or private sale or we may return the shipment or part of the shipment to the shipper at the shipper’s expense, subject to a lien for all charges applicable to the shipment or part of thereof, or we may retain possession of the shipment and in such case the shipment will continue to be subject to our lien and all rights associated with our lien. Uncleared Import Shipments held at government warehouses will be recovered only when all costs have been paid in advance. When the shipment is held by us after the expiration date of such free time, our liability for the shipment will terminate. 18. GENERAL LIEN AND RIGHT TO SELL CUSTOMER’S PROPERTY. Invia shall have a general and continuing lien on any and all property of Customer coming into Invia’s actual or constructive possession or control for monies owed to Invia with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both; Invia 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 Invia’s rights and/or the exercise of such 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, an acceptable bond equal to 110% of the value of the total amount due, in favor of Invia, guaranteeing payment of the monies owed, plus all storage charges accrued or to be accrued. Invia 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. 19. PACKING AND MARKING REQUIREMENTS Shipments must be prepared or packed to ensure safe transportation with ordinary care in handling. Any article susceptible to damage by ordinary handling must be adequately protected by proper packing and must be marked or bear appropriate labels. Any article susceptible to damage as a result of any condition which may be encountered in transportation, such as high vibration or high or low temperature variations, high or low atmospheric pressure variations, must be adequately protected by proper packing and any other necessary measures. Each piece must be legibly and durably marked with the name and address of the shipper and consignee. When a container is used repetitively, all old labels, tags markings, etc. must be removed. 20. ROUTING AND RE-ROUTING Invia has complete freedom in choosing the means, route and procedure to be followed in handling, transportation and delivery, unless express instructions in writing are received from the customer. If at any time Invia’s performance is or is likely to be affected by any hindrance or risk of any kind (including but not limited to condition of goods) not arising from any fault or neglect of Invia and which cannot be avoided by the exercise of reasonable endeavors, Invia may abandon the carriage of the goods under the respective contract and, where reasonably possible, make the goods or any part of them available to the customer at a place which Invia may deem safe and convenient, whereupon delivery shall be deemed to have been made, and the responsibility of Invia in respect of such goods shall cease. In any event, Invia shall be entitled to the agreed remuneration under the contract and the customer shall pay any additional costs resulting from the above mentioned circumstances. 21. SHIPMENTS ACCEPTABLE Shipments of general commodities will generally be considered acceptable for transportation only when the rules and provisions shown herein and all laws, ordinances, and other governmental rules and regulations governing the transportation thereof have been compiled with by the shipper and/or consignee. 22. THE WAYBILL / BILL OF LADING Except as otherwise provided or agreed to by Invia, all ground and air carriage performed by Invia shall be subject to Invia’s current Waybill and the Conditions of Contract appearing on the reverseside thereof. For all ground and air shipments where a bill of lading or waybill issued by the shipper or Carrier such bills of lading or waybills are not a contract of carriage between Invia and Carrier or Shipper and will not be subject Invia to its terms and conditions. Continued use of these bills of lading by shipper or Carrier will not, and does not, constitute an implied acceptance or ratification by Invia. Except as otherwise provided or agreed to by Invia, all ocean carriage performed by Invia shall be subject to Invia’s current Bill of Lading and the terms and conditions appearing on the reverse-side thereof. For all ocean shipments where a bill of lading issued by the shipper or Carrier is other than our Bill of Lading required herein such bills of lading are not a contract of carriage between Invia and Carrier or Shipper and will not be subject to its terms and conditions. Continued use of these bills of lading by shipper will not, and does not, constitute an implied acceptance or ratification by Invia. The contents of all shipments must be indicated by accurate description on the Waybill or Bill of Lading. The number of pieces included in a shipment must be specified on the Waybill or Bill of Lading. The dimensions and weight of the shipment must be entered on the Waybill or Bill of Lading by the shipper. If omitted, or entered incorrectly, we reserve the right to measure and weigh the shipment and apply appropriate density and oversize shipment surcharges. Shipments may be re-weighed at origin or destination. If the service level is omitted on our Waybill or Bill of Lading, it will be rated at the highest applicable rate. 23. INSURANCE. Insurance is not covered by Invia unless specifically agreed in writing. We recommend to all of our clients to secure coverage for all of their shipments and are glad to provide a quotation upon request. As Invia’s liability in accordance with these terms and conditions, Invia encourages the Customer to take out cargo insurance to cover the godds during transport, handling and storage; as noted, the carriers retained by Invia may operate under limitations of liability; Invia is under no obligation to increase any such limitations of liability for the benefit of Customer. Invia shall not assume any responsibility or obligation t verify the existence or extent of insurance coverage of any carrier or third party selected or retained to perform the transportation of the goods. 24. APPLICABLE LAW AND FORUM To the extent not governed by International Treaty, Convention or United States Federal Law, all disputes, claims or actions arising hereunder shall be governed by, construed and interpreted in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. All actions, suits or proceedings arising hereunder shall be brought in the U.S. District Court for the Southern District of Texas, or, in the absence of federal jurisdiction, the District Court for the State of Texas, County of Harris, and you hereby agree and consent to the jurisdiction and venue of such court for all purposes, including the taking of depositions. 25. RELIANCE ON INFORMATION FURNISHED. 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; In preparing and submitting customs entries, export declarations, applications, security filings, documentation 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 nondelegable duty to disclose any and all information required to import, export or enter the goods. 26. EXPORT CONTROL You authorize Invia to act as forwarding agent for you for export control and customs purposes. You hereby certify that all statements and information contained in the Waybill or Bill of Lading and any accompanying documents relating to exportation are true and correct. Furthermore, you understand that civil and criminal penalties, including forfeiture and sale, may be imposed for making false or fraudulent statements; for violation of any United States Laws or exportation, including but not limited to 13 USC Sec. 305, 22 USC Sec. 401, 18 USC Sec. 1001, and 50 USC App, 2410; or the violation of export laws of other countries. 27. LOSS OR DAMAGE CLAIMS PROCEDURE AND TIME LIMITS Claims for loss, damage, or delay of a shipment must be filed in writing, within the time limits set forth herein, to 10 days. In the event you fail to file a written claim within the time limits set forth herein, Invia shall have no liability for such claim and no further action may be brought against Invia. Limitation or Actions. 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: Air Shipments (Domestic and International). Claims relating to domestic and international air shipments must be made: for damage or shortage, immediately after discovery of the damage or shortage, but in no event later than 14 days from the date of delivery. for delay of the shipment, within 21 days from the date of delivery. for non-delivery of the shipment, within 120 days from the date the shipment was accepted by SBA. Ground Shipments. Except for shipments that are exempt pursuant to 49 USC Secs. 13531 and 13506(a)(8) and which shall be considered air shipments, claims relating to ground shipments, must be made within 9 months from the date of delivery of the shipment or, in the case of non-delivery, within 9 months after a reasonable time for delivery has elapsed (not to exceed 15 days beyond the estimated delivery date). 28. CONCEALED DAMAGE CLAIMS If the recipient accepts your shipment without noting any damage on the delivery receipt, delivery manifest, or other delivery document, it will be presumed that the package was delivered in good order and condition and any loss or damage reported thereafter shall be considered concealed damage. All claims for concealed damage must be reported to us within seventy-two (72) hours from the date of delivery and a written claim must be filed within 15 days from the date of delivery, otherwise your claim will be declined. In order for us to process your claim, you must make the contents, original shipping cartons and packing available for inspection. 29. TIME LIMITS FOR SUITS RELATING TO LOSS OR DAMAGE CLAIMS Air Shipments (Domestic and International). Suits for loss, damage or delay against Invia relating to an air shipment (domestic or international) shall be commenced no later than two years from the date of delivery, or from the date on which the shipment ought to have been delivered, or from the date on which the carriage is stopped. Any rights to damages shall be extinguished unless suit is commenced within the time limits set forth herein. Ground Shipments. Suits for loss, damage or delay against Invia relating to any ground shipment shall be commenced no later than two years and one day from the date when Invia gives you written notice that the claim (or any part or parts of the claim) has been disallowed. Any rights to damages shall be extinguished unless suit is commenced within the time limits set forth herein. Ocean Shipments. Suits for loss, damage or delay against Invia arising out of ocean transportation shall be commenced no later than one (1) year from the date of the loss. Any rights to damages shall be extinguished unless suit is commenced within the time limits set forth herein. 30. LIABILITY FOR SELECTION OF THIRD PARTIES No Liability for the Selection or Service of Third Parties and/or Routes. Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, Invia 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 Invia that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that Invia warrants or represents that such person or firm will render such services nor does Invia 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, Invia shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by Invia. 31. OVERCHARGE CLAIMS Claims for overcharges, refunds or duplicate payments (collectively “overcharge claims”) must be made in writing within 30 days from the date of delivery of the shipment that is the subject of the claim, otherwise such claims shall be deemed waived by you. All overcharge claims, along with any and all supporting documentation, shall be filed in writing to: firstname.lastname@example.org . Suits to recover overcharge claims must be filed within eighteen (18) months from the date of delivery the shipment that is the subject of the claim. Any rights to damages shall be extinguished unless suit is commenced within the time limits set forth herein. 32. NO RIGHT TO OFFSET YOU SHALL NOT HAVE ANY RIGHT TO OFFSET OR DEDUCT UNPAID TRANSPORTATION OR OTHER CHARGES DUE AND OWING TO INVIA AGAINST UNPAID CLAIMS FOR LOSS OR DAMAGES, CLAIMS FOR OVERCHARGES, OR ANY OTHER CLAIMS ASSERTED AGAINST INVIA. INVIA IS NOT OBLIGATED TO ACT ON ANY CLAIM UNTIL ALL TRANSPORTATION CHARGES ARE PAID IN FULL. 33. INDEMNIFICATION/HOLD HARMLESS. The Customer agrees to indemnify, defend, and hold Invia 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 Invia 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 Invia 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 Invia, it shall give notice in writing to the Customer by mail at its address on file with Invia. 34. COSTS OF COLLECTION. In any dispute involving monies owed to Invia, Invia shall be entitled to all costs of collection, including reasonable attorney’s fees and interest at 15% per annum or the highest rate allowed by law, whichever is less, unless a lower amount is agreed to by Invia. 35. NO DUTY TO MAINTAIN RECORDS FOR CUSTOMER. Customer acknowledges that 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, Invia 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. 36. OBTAINING BINDING RULINGS, FILING PROTESTS, ETC. Unless requested by Customer in writing and agreed to by Invia in writing, Invia 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. 37. PREPARATION AND ISSUANCE OF BILLS OF LADING/WAYBILL. Where Invia prepares and/or issues a bill of lading/waybill, Invia 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. Invia shall rely upon and use the cargo weight supplied by Customer. 38. 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 Invia; any attempt to unilaterally modify, alter or amend same shall be null and void. 39. COMPENSATION OF COMPANY. The compensation of Invia for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by Invia to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by Invia from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, Invia 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 action against the Customer for monies due Invia, upon recovery by Invia, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee. 40. 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. 41. UNLAWFUL PAYMENTS. Invia, has a policy against payment, solicitation, or receipt of any rebate, directly or indirectly, which would be unlawful under the United States Shipping Act, 1984, as amended. 42. INDEPENDENT CONTRACTOR. At all times, Invia shall be considered an independent contractor with respect to the performance of all Services behalf of Customer and neither Invia nor anyone employed by Invia shall be deemed to be the employee, agent, servant or representative of Customer in the performance of any Service. It is understood that Invia is not an agent for the carriers and shall remain at all times an independent contractor. Invia does not exercise or retain any control or supervision over the carriers, their operations, employees, or agents. To the extent that Invia provides the Services on behalf of Customer, Invia does not make or purport to make any contract with the Customer for the carriage, storage or handling of the Goods nor for any other physical service in relation to them and acts solely on behalf of the Customer in securing such services by retaining such third parties so that direct contractual relationships are established between the Customer and such third parties. Neither the customer nor its employees or subcontractors will become agents or employees of Invia, nor will they have the right to represent Invia. ADDITIONAL REQUIREMENTS FOR INTERNATIONAL SHIPMENTS 43. LETTER OF INSTRUCTION. Invia accepts the Invia standard domestic and international waybill as the Shipper’s Letter of Instruction and International Waybill and will prepare any required export documentation from the information shown thereon. For some shipments Invia may act as an agent for the airline, in which case, the airline’s tariff applies. If you do not complete all the documents required for carriage, you hereby instruct us, where permitted by law, to complete the documents for you, at our option and at your expense, and to attach them to the Waybill, but we are not obligated to do so. We assume no liability to you or any other person for any loss or expense due to your failure to comply with this provision. You further agree to hold us harmless from and against all claims, damages, liabilities, actions, losses, costs and expenses of any nature whatsoever arising out of your providing to us incomplete, inaccurate or false documentation or your failure to provide required information. 44. ROAD TRANSPORT NOTICE. Shipments transported partly or solely by road, be there an explicit agreement to do so or not, into or from a country that is a party to the Convention on the Contract for International Carriage of Goods by Road (the “CMR”) are subject to the terms and conditions of the CMR, notwithstanding any other provisions referred to or in this Waybill to the contrary, except that the higher limitations of liability as set forth in these conditions shall remain applicable as opposed to those set forth in the CMR. 45. OCEAN SHIPMENTS. The Shipper or his Authorized Agent hereby authorizes Invia, in his name and on his behalf, to prepare any export documents, to sign and accept any documents relating to said shipment and forward this shipment in accordance with the bills of lading, conditions of carriage and tariffs of the carriers employed. The shipper guarantees payment of all collect charges in the event the consignee refuses payment. Hereunder the sole responsibility of Invia is to use reasonable care in the selection of carriers, forwarders, agents and others to whom it may entrust the shipment. 46. CUSTOMS CLEARANCE. By giving Invia this shipment, you hereby appoint Invia as your agent solely for performance of customs clearance and certify us as the nominal consignee for the purpose of designating a customs broker to perform customs clearance (unless you specify a customs broker on the front of this Waybill in the box provided) (where available). In some instances, local authorities may require additional documentation confirming our appointment. It is your responsibility to provide proper documentation and confirmation when required. You are responsible for and warrant your compliance with all applicable laws, rules and regulations, including by not limited to customs laws; import, export and re-export laws; and governmental regulations of any country to, from, through, or over which your shipment may be carried. You agree to furnish such information and complete and attach to this Waybill such documents necessary to comply with such laws, rules and regulations. We assume no liability to you or any other persons for any losses or expenses due to your failure to comply with this provision. You are also responsible for all charges; including transportation charges and all duties, customs assessments, governmental penalties and fines, taxes and our lawyers’ fees and legal costs, related to this shipment. 47. EMAIL DISCLAIMER All emails and any files transmitted with them, may contain legally privileged and confidential information intended solely for the use of the individual or entity to whom they are addressed. If you have received an email in error, please notify the system manager and sender by phone or electronic mail and delete the message and all copies and backups thereof. If the reader of the message is not the intended recipient, you are hereby notified that any reading, dissemination, distribution, copying, or other use of the email message or its attachments is strictly prohibited. Please note that any views or opinions presented in the email are solely those of the author and do not necessarily represent those of the company. Finally, the recipient should check the email and any attachments for the presence of viruses. The company accepts no liability for any damage caused by any virus transmitted by emails. QUOTATION DISCLAIMER ALL OF INVIA’S QUOTATIONS ARE BASED ON TODAY’S AND GLOBAL CONDITIONS, TARIFFS, RULES AND REGULATIONS, AS WELL AS RATES, EXCHANGE RATES AND SURCHARGES IN FORCE. IFF ACTS ON BEHALF OF FOREIGN AGENTS AND THEIR FREIGHT FORWARDING CONDITIONS. OUR QUOTATION IS SUBJECT TO CONFIRMATION AT THE TIME OF ACCEPTANCE.