These terms and conditions of service constitute a legally binding contract between the “Company” and the “Customer”. In the event the Company renders services and issues a document containing Terms and Conditions governing such services, the Terms and Conditions set forth in such other document(s) shall govern those services.

(a) “Company” shall mean VECTOR GLOBAL LOGISTICS LLC, its subsidiaries, related companies, agents and/or representatives;
(b) “Customer” shall mean the person for which the Company is rendering service, as well as its principals, agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;
(c) “Documentation” shall mean all information received directly or indirectly from Customer, whether in paper or electronic form;
(d) “Ocean Transportation Intermediaries” (“OTI”) shall include an “ocean freight forwarder” and a “non-vessel operating carrier”;
(e) “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”.

The Company acts as the “agent” of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export and security documentation on behalf of the Customer and other dealings with Government Agencies, or for arranging for transportation services or other logistics services in any capacity other than as a carrier.

(a) Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual loss, must be made in writing and received by the Company, within 90 days of the event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer.

(b) All suits against Company must be filed and properly served on Company as follows:
(i) For claims arising out of ocean transportation, within one year from the date of the loss;

(ii) For claims arising out of air transportation within one year from the date of the loss;

(iii) For claims arising out of the preparation and/or submission of an import entry(s) within 180 days from the date of liquidation of the entry(s);

(iv) For any other claims within one year from the date of the loss or damage.

Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, Company shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment; advice by the Company that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person or firm will render such services nor does Company assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party; all claims in connection with the Act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company.

Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between the Company and the Customer.

(a) 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;

(b) 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 non-delegable duty to disclose any and all information required to import, export or enter the goods.

(c) Customer acknowledges that it is required to provide verified weights obtained on calibrated, certified equipment of all cargo that is to be tendered to steamship lines and represents that Company is entitled to rely on the accuracy of such weights and to counter-sign or endorse it as an agent of Customer in order to provide the certified weight to the steamship lines. The Customer agrees that it shall indemnify and hold the Company harmless from any and all claims, losses, penalties or other costs resulting from any incorrect or questionable statements of the weight provided by the Customer or its agent or contractor on which the Company relies.

Third parties to whom the goods are entrusted may limit liability for loss or damage; the Company will request excess valuation coverage only upon specific written instructions from the Customer, which must agree to pay any charges, therefore; in the absence of written instructions or the refusal of the third party to agree to a higher declared value, at Company’s discretion, the goods may be tendered to the third party, subject to the terms of the third party’s limitations of liability and/or terms and conditions of service.

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.

(a) Except as specifically set forth herein, Company makes no express or implied warranties in connection with its services;

(b) In connection with all services performed by the 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 therefore, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s).

(c) In the absence of additional coverage under (b) above, the Company’s liability shall be limited to the following:
(i) where the claim arises from activities other than those relating to customs business, $500,00 per shipment or transaction, or
(ii)where the claim arises from activities relating to “Customs business,” $100,00 per entry or the amount of brokerage fees paid to Company for the entry, whichever is less;

(d) 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.

All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to customer; the granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by the Company.

The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability, fines, penalties and/or attorneys’ fees arising from the importation or exportation of customers merchandise and/or any conduct of the Customer, including but not limited to the inaccuracy of entry, export or security data supplied by Customer or its agent or representative, which violates any Federal, State and/or other laws, and further agrees to indemnify and hold the Company harmless against any and all liability, loss, damages, costs, claims, penalties, fines and/or expenses, including but not limited to reasonable attorney’s fees, which the Company may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company.

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 and/or instructions regarding the collection of monies but shall not have liability if the bank or consignee refuses to pay for the shipment.

In any dispute involving monies owed to Company, the Company shall be entitled to all costs of collection, including reasonable attorney’s fees and interest at 15 % per annum or the highest rate allowed by law, whichever is less unless a lower amount is agreed to by the Company, and both parties have fully executed the promissory note reflecting this agreement.

(a) Specific and General Lien.
The Company shall have a specific and general lien on any and all property, cargo, freight, documents, equipment, containers, packaging, and funds of the Customer, and on the proceeds thereof, in the Company’s actual or constructive possession, custody, or control, or subject to the Company’s right of control, whether held directly or through agents, subcontractors, carriers, terminals, CFS, CY, warehouses, dray carriers, air carriers, rail carriers, or other logistics providers. This lien applies to all present, past, and future obligations of the Customer to the Company, regardless of whether the charges arise from the same shipment, a prior shipment, or subsequent transactions. The lien attaches at the moment the Company first receives or controls the cargo, documents, or funds.

(b) Charges Secured by the Lien.
The lien secures all charges, debts, and obligations owed to the Company, including but not limited to: freight, demurrage, detention, storage, duties, taxes, customs fees, government charges, brokerage fees, documentation fees, handling charges, carrier charges, drayage, fuel surcharges, accessorials, inspection fees, rail charges, warehouse charges, air freight charges, penalties, liquidated damages, interest, attorney’s fees, collection costs, and any amounts advanced or paid by the Company on the Customer’s behalf. All advances made by the Company—including duties, taxes, and other governmental or third-party charges—are deemed secured financial advances subject to this lien.

(c) Maritime Lien (for Ocean Shipments).
To the fullest extent permitted under maritime law, and in addition to all rights under the UCC and common law, the Company—when acting as an NVOCC—shall possess and may enforce a maritime lien on the cargo for all freight, charges, expenses, demurrage, detention, deadfreight, general average contributions, and any other sums owed relating to ocean transportation, regardless of whether such amounts relate to the voyage for which the cargo is tendered or any prior voyage, service, or shipment.

(d) Right of Detention.
The Company may, at its sole discretion, refuse to release or deliver any cargo, documents, or property in its possession or constructive possession until all amounts owed are paid in full in cleared funds. Customer expressly waives any claims for delay, damage, conversion, or consequential damages arising from the Company’s exercise of its lien or detention rights.

(e) Notice of Intent to Enforce Lien.
The Company shall provide written notice (email sufficient) stating the amount due and its intent to enforce the lien. Unless the Customer, within ten (10) days, posts cash, an irrevocable letter of credit at sight, or a bond acceptable to the Company in the amount of 110% of the total amount claimed, the Company may proceed to enforce its lien rights.

(f) Right to Sell, Auction, or Dispose.
If amounts remain unpaid after the notice period, the Company may, without further notice, sell, auction, or otherwise dispose of the cargo or property at public or private sale, with or without advertisement, and with such terms as the Company deems commercially reasonable. The Company may purchase the goods at any such sale. The Customer shall remain liable for all deficiencies plus all costs of sale, storage, handling, advertising, collection, attorney’s fees, and interest.

(g) Continuing Obligation & Survival.
This lien is continuing and shall survive:
(i) delivery or attempted delivery of goods;
(ii) issuance of any bill of lading, air waybill, delivery order, or release;
(iii) termination of services; and
(iv) completion of any customs brokerage, freight forwarding, NVOCC, truck, rail, cross-border, or logistics functions.
The Company’s rights under this clause are cumulative and in addition to all rights available under the UCC, maritime law, FMCSA regulations, IATA rules, rail tariffs, warehousemen’s liens, and any applicable federal, state, or international law.

(h) Customer Obligations.
The Customer shall promptly notify all parties with an interest in the goods (including shippers, consignees, owners, secured lenders, and banks) of the Company’s lien rights and enforcement actions. The Customer shall indemnify the Company for any claims brought by third parties arising from the Company’s exercise of its lien.

Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended, (19 USC §1508 and 1509) it has the duty and is solely liable for maintaining all records required under the Customs and/or other Laws and Regulations of the United States; unless otherwise agreed to in writing, the Company shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a “recordkeeper” or “recordkeeping agent” for Customer.

Unless requested by Customer in writing and agreed to by Company in writing, Company shall be under no obligation to undertake any pre or post-Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.

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.

Where Company prepares and/or issues a bill of lading, Company shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc.; unless specifically requested to do so in writing by Customer or its agent and Customer agrees to pay for same, Company shall rely upon and use the cargo weight supplied by Customer.

These terms and conditions of service may only be modified, altered or amended in writing signed by both Customer and Company; any attempt to unilaterally modify, alter or amend same shall be null and void.

The compensation of the Company for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by the Company to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, the Company shall provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or action against the Customer for monies due to the Company, upon recovery by the Company, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee.

Company shall not be liable for losses, damages, delays, wrongful or missed deliveries or nonperformance, in whole or in part, of its responsibilities under the Agreement, resulting from circumstances beyond the control of either Company or its subcontractors, including but not limited to: (i) acts of God, including flood, earthquake, storm, hurricane, power failure or another natural disaster; (ii) war, hijacking, robbery, theft or terrorist activities; (iii) incidents or deteriorations to means of transportation, (iv) embargoes, (v) civil commotions or riots, (vi) defects, nature or inherent vice of the goods; (vii) acts, breaches of contract or omissions by Customer, Shipper, Consignee or anyone else who may have an interest in the shipment, (viii) acts by any government or any agency or subdivision thereof, including denial or cancellation of any import/export or another necessary license; or (ix) strikes, lockouts or other labor conflicts.

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. The 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.

These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of Georgia without giving consideration to principles of conflict of law.

Customer and Company

(a) irrevocably consent to the jurisdiction of the United States District Court and the State courts of Georgia;

(b) agree that any action relating to the services performed by Company, shall only be brought in said courts;

(c) consent to the exercise of in personam jurisdiction by said courts over it, and

(d) further, agree that any action to enforce a judgment may be instituted in any jurisdiction.