Terms and Conditions of Service

Definitions.
1. “Company” shall mean Axis Worldwide Supply Chain & Logistics, Inc., its subsidiaries, and affiliated entities under common controlling ownership (but does not include its parent companies or owners).
2. “Conditions” shall mean all the terms and conditions of contract as stated herein.
3. “Customer” shall mean the person for which the Company is rendering service (including the customer identified in any credit application submitted to Company), as well as it’s agent and/or representative, including but not limited to, shippers, owners, notify parties, importers, exporters, carriers, secured parties, warehousemen, buyers and/or seller, Customer’s agents, insurers and underwriters, break-bulk agents, consignee, etc.
4. “Service Providers” shall include, but not be limited to, the following: carriers (including via motor, rail, air and ocean), freight forwarders, property brokers, Indirect Air Carriers, NVOCCs, Ocean Freight Forwarders, customs brokers, agents, warehousemen and others to which the goods are entrusted.
Application.
1. These Conditions apply to and govern Company’s services except to the limited extent expressly waived in a writing signed by an officer of Company and an officer of Customer.
2. If Company arranges motor carrier transportation between points two points in the United States, two points in Canada, Mexico or a point in the United States and a point in Canada or Mexico (regardless of which country in which the shipment originates), such services of Company are subject to Company’s “Brokerage Terms and Conditions” available at www.axiswwsc.com as amended by Company in its sole discretion from time to time in which case the modified Conditions will take effect as of the date they are posted on Company’s website.
3. Any and all other activities of Company in the course of its business including any advice, information or service provided by the Company whether for compensation or not are undertaken subject to, and governed by, these Conditions. In addition, those activities undertaken by Company pursuant to the following documents, if issued by Company with respect to such activities, will also be subject to the terms and conditions of such documents, which such terms and conditions shall apply and govern to the extent of any conflict with the provisions herein: (i) Company’s U.S. domestic and international house airbills relating to the consolidation and carriage of goods by air if and only if Company has named itself as the “Carrier” therein; and (ii) Company’s ocean bill of lading relating to the consolidation and carriage of goods by sea if and only if Company has named itself as the “Carrier” therein; (iii) Company’s warehouse receipt relating to the consolidation and storage of goods in a warehouse owned or operated by Company. The terms and conditions contained in the above listed documents shall apply to the respective services regardless of whether Customer received the document before or after the commencement of those services, and Customer hereby accepts those conditions for the services described in (i)-(iii) above.
4. Notwithstanding the foregoing, these Conditions shall govern Company’s liability with respect to its undertaking to file or submit any information, in any format, to any government regulatory agency, organization or similar entity on Customer’s behalf and with Customer’s written authorization, whether in conjunction with the activities and pursuant to the terms detailed in Paragraph 2(a)(i)-(iii), above, or whether provided as a separate service by Company, for compensation or not.
5. The liability of any entity included in the definition of “Company” herein is several and not joint, and in no event will any such entity be responsible for any acts or omissions of any other party, including, but not limited to any other entity included in the definition of “Company”.
Company as Agent.
1. Company may, in its discretion and with respect to any given transaction, act as a principal or as the agent of Customer and Customer authorizes Company to do so. Without limiting the situations in which Company may act as principal, Company will act as principal when:
  (1) it issues a transport document or electronic record such as a bill of lading or airbill naming Company as the “Carrier” and otherwise evidencing its obligation to deliver goods;
  (2) it issues a warehouse receipt evidencing its acceptance of goods for storage at a facility owned or operated by Company; or
  (3) the direct employees of Company are physically handling the goods in the course of any service.
  The fact that Company is identified as a “Carrier” in a bill of lading or waybill will not alter the fact that Company’s role is solely that of a non-asset logistics company that does not operate any transporting conveyances.
2. Without limiting that situations in which Company may act as agent, Company will act as agent any time it makes any filing on behalf of Customer with any governmental regulator.
3. When acting as an agent, Company acts solely on behalf of Customer in engaging the services of Service Providers, which such engagement may be on any terms negotiated with such Service Providers, including, but not limited to, on the usual terms and conditions on which the Service Providers offer services for the carriage, storage, packing, consolidation or handling of any goods, or for any other service in relation to them, thereby establishing a direct contract between Customer and the Service Providers capable of being enforced by Customer as principal, whether or not Customer is identified in such contract. Customer acknowledges that it shall be bound by the terms and conditions of the agreements made by Company with Service Providers, which may contain limitations of liability.
Obligations of Customer.
Customer warrants that:
1. Customer is either the owner or the authorized agent of the owner of the goods and that Customer is authorized to engage Company both on behalf of Customer and as agent for the owner of the goods under these Conditions;
2. The description and particulars of the goods provided by Customer, including but not limited to their marks, number, weight, volume and quantity, are complete and correct in all respects;
3. Customer is knowledgeable about its business and matters relating thereto (including the rigors of transportation of its goods) and is able, prepared and willing to use all reasonable methods to cooperate with Company for efficient execution of the services Company provides.
4. Customer is required to review all documents and declarations prepared and/or filed with any government agency and/or third parties for completeness and accuracy, and will immediately advise Company of any errors, discrepancies, incorrect statements, or omissions on any declaration filed on Customer’s behalf.
5. The goods are properly marked and suitably packaged for normal handling, including any special handling requested by Customer if applicable, and that the goods have been properly loaded in a suitable transport unit in suitable and good condition to carry the goods;
6. Customer has verified the weight of the goods destined for transport on steamship lines by using properly calibrated and certified equipment and that Company is entitled to rely on the accuracy of such weight and to endorse such verified weight as agent of Customer.
7. Any cargo that is hazardous, dangerous, noxious or has any potential to encourage vermin or taint other goods has been packaged, tendered and/or labeled in accordance with applicable governmental or industry rules and regulations and identified as such at the time of Customer’s request for services with respect to such goods and in any event prior to receipt by Company or its subcontractor(s);
8. The goods do not require insulated, refrigerated, ventilated or other special storage or handling not disclosed to Company at or before the time of Customer’s request for services with respect to such goods;
9. It is in compliance with all applicable laws and government rules and regulations, and has obtained any and all permits or licenses, related in any way to the transport of its goods, including, but not limited to, the U.S. Foreign Corrupt Practices Act, the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, the U.S. Anti-Boycott regulations, the various U.S. economic sanctions programs administered by the U.S. Treasury’s Office of Foreign Assets Control and any applicable laws or regulations of any country to, from, through or over which goods may be carried; and
10. In no event will Company have any responsibility for, and Customer will defend, indemnify, and hold Company harmless from, and will pay and reimburse, any charges imposed by third parties with respect to use of equipment in which cargo tendered by, to or on behalf of Customer is or has been laden, or for charges assessed with respect to storage or handling of any such equipment, including, but not limited to, charges assessed by steamship lines, rail carriers, rail terminal operators, marine terminal operators or port authorities. Without limiting the generality of the foregoing, Company shall have no liability for any such charges arising from or related to port congestion, lack of equipment availability, labor shortages, or other situations impacting port or intermodal transportation operations.
11. If Company has provided Customer with any information regarding the identity of the Service Provider or the Service Provider’s personnel that are scheduled to pick-up a shipment for transportation, Customer will, or if Customer is not the consignor, Customer will require the consignor to, confirm the information prior to tendering a shipment and will not tender if the information of the Service Provider or personnel that arrives to retrieve a shipment is not the same as the information provided by Company. Company will not be liable for any loss or damage arising from or related to the tendering party’s failure to verify the Service Provider or personnel information.
Duty to Provide Accurate and Complete Information.
Company relies on the correctness of all information provided by or on behalf of Customer whether in written or electronic format. Customer agrees that Customer has an affirmative non-delegable duty to disclose any and all information required by any party, including Company, to import, export, or otherwise deal with the goods.
Rates and Quotations.
1. Unless Company determines, in its sole discretion, to forego collection of charges owed to Service Providers, Compensation paid by Customer to Company shall include the rates and charges of all carriers and Service Providers used by Company in performing services with respect to the goods. All such amounts are due to Company in advance unless Company determines, in its sole discretion, to grant Customer credit in which case, payment shall be made within the credit period granted by Company. Granting of credit as to a particular transaction shall not be considered a waiver of this provision and Customer may suspend credit at any time in its sole discretion including after commencing services with respect to which credit was previously granted. Charges shall be invoiced on the actual or dimensional weight of the goods, whichever is greater. Customer is liable for all charges imposed by Service Providers with respect to the goods regardless of whether included in any quotations provided by Company.
2. Company may, in its sole discretion, agree to handle a collect shipment (whether for freight charges, duties, charges or any other monies) using reasonable care, but shall have no liability if the consignee or other person refuses to pay for the shipment or if payment is collected via the wrong method. Customer shall remain ultimately responsible for all such charges.
3. Quotations generally 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, and such amounts do not include provision of services not foreseen or contemplated at the time provided. Company shall not be bound to a quotation for the use of a particular provider, nor particular fee for services, unless in a separate writing, acknowledged and agreed by both parties in advance of the transaction and in all events subject to and conditioned upon Customer’s provision of accurate and complete information regarding the goods. Customer is liable for all charges arising from services, including, but not limited to, any and all amounts assessed by Service Providers, costs related to requests for cancellation (including charges for services rendered prior to cancellation), costs related to requests for reconsignment or otherwise due to inaccurate or incomplete information provided by or on behalf of Customer. Without limiting the foregoing, Customer is liable for any and all additional costs incurred by Company and/or any Service Provider due to any assessment or surcharge by a governmental authority, marine terminal operator, or other costs incurred that were not anticipated at the time of booking and that are incurred through no fault of Company or the Service Provider.
4. All charges are earned in full upon Company’s agreement to provide services. Customer will pay Company’s invoices in full and without deduction or offset within fifteen (15) days of the date of invoice. All payments shall be made in United States Dollars. Customer shall be responsible for costs of making payment.
5. In any dispute involving monies owed to Company, 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 Company in a separate writing acknowledged by both Company and Customer.
Limitations of Liability and Claim Filing.
1. Except as specifically set forth in these Conditions, Company makes no express or implied warranties in connection with its services;
2. Customer agrees that in connection with any and all services performed by Company, except to the limited extent Company has directly and expressly assumed additional liability in these Conditions, Company shall only be liable for its failure to exercise reasonable care, which such failure is the direct and proximate cause of any injury to Customer, including loss or damage to Customer’s goods, and Company shall in no event be liable for the acts or omissions of any third party, including any Service Providers. Nor will Company have any liability to Customer related to or arising from the selection of Service Providers or the terms, conditions or agreements pursuant to which Service Providers perform their services.
3. Company’s liability, if any and regardless of cause, shall not exceed: (i) In the case of claims for loss or damages to goods (including loss or damage due to unreasonable delay) whichever shall be the lower of: (A) The value of any goods lost or damaged, or (B) The sum of $[100] per shipment; and (ii) in the case of all other claims whichever shall be the lower of: (A) The amount owed by Customer to Company with respect to the specific services giving rise to such liability, or (B) The sum of $[100] per occurrence.
4. For the purposes of the above calculation, the value of the goods shall be their value at the place and time they are delivered or should have been so delivered to the consignee in accordance with the relevant transaction between Company and Customer.
5. Company’s sole liability arising from or relative to delay in the pick-up or delivery of goods shall be for or related to failure to deliver or arrange delivery of goods in a reasonable time if such failure causes loss or damage to the goods.
6. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES FOR LOST PROFITS OR BUSINESS INTERRUPTION, REGARDLESS OF WHETHER COMPANY WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
7. In no event will a missing, broken or unreadable seal on any trailer or container result in any presumption that cargo has been adulterated, contaminated, or otherwise rendered unfit for its intended purpose.
8. Subject to any longer claim filing period that is mandatory under an applicable statute or international convention, Company will have no liability for a potential or actual loss arising from or related to services herein unless the claim therefore is made in writing and received by Company within twenty (20) days of the event giving rise to the claim; the failure to give Company timely notice shall be a complete defense to any suit or action commenced by Customer.
9. Subject to any longer period that is mandatory under an applicable statute or international convention, Company will have no liability for a potential or actual loss arising from or related to services herein unless suit is filed and properly served on Company within one (1) year of the event, giving rise to the underlying claim.
10. Investigating, negotiating or otherwise dealing with claims by Company or its legal advisors shall not be deemed a waiver of the foregoing provisions.
11. Release of the goods into the custody of the person entitled to delivery thereof, without notation of loss or damage on the transport documents prior to such release, shall be prima facie evidence of delivery of the goods in good order and condition, as was the state of such goods upon tendering to Company. Any such loss or damage must be immediately reported to Company. If loss or damage is not apparent, written notice must be given to Company within three (3) days after delivery and failure to give such timely notice shall also be a complete defense to any suit or action commenced by Customer. Should a consignee refuse to sign for the receipt of goods, Company shall request further instructions from Customer and all expenses in connection with such further instructions shall be the responsibility of Customer.
12. Any provisions of these Conditions to the contrary notwithstanding, in no event will Company have any liability to Customer or any other person for the consequences of identity theft or fraud perpetrated by any third party, including any liability arising from Company doing business or seeking to do business with a third party that has misrepresented its identity to Company.
Declaring Higher Value to Service Providers; Insuring Goods.
1. Service Providers to whom goods are entrusted may limit liability for loss or damage, and Customer agrees that it is bound by such limitations. Company will request excess valuation coverage from such Service Providers only upon specific written instructions from Customer received by Company at least seventy-two (72) hours prior to scheduled pick-up. Customer agrees that it will be solely responsible for the charges associated therewith, and that failure to pay such charges may result in lack of such coverage. In the absence of written instructions from Customer, or the refusal of the Service Provider to agree to a higher declared value, at Company’s discretion, the goods may be tendered to the Service Provider subject to the otherwise applicable limitation of liability without any additional liability on Company.
2. Company is responsible to ensure that goods are insured during transit; Company is under no obligation to assist in the procurement of insurance on Customer’s behalf. Company may, in its sole discretion, assist customer in placing insurance insuring Customer’s interest in goods for which Company has arranged transportation or storage. In all cases, Customer shall pay all premiums and costs in connection with procuring insurance. Customer acknowledges and agrees that Company is not in the business of arranging for insurance and is not acting as an insurance broker or insurer. Customer is solely responsible for reviewing terms and conditions of coverage. Company makes no representations or warranties regarding scope of coverage
Liberties.
1. Company shall be entitled to engage any other person, firm or company to perform any of its obligations herein. Selection of a Service Provider by Company shall not be construed as a warranty or representation by Company that such Service Provider will render services, nor does Company assume responsibility or liability for the actions and/or inactions of such Service Providers, nor for any liability due to delay, loss or damage which occurs while goods are in the custody or control of any such Service Provider or agent thereof. Customer shall not seek to impose upon any such Service Provider any liability greater than that accepted by the Service Provider pursuant to the Service Provider’s engagement by Company. All claims in connection with the acts or omissions of a Service Provider 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.
2. No date for completion is fixed and in particular but without prejudice to the generality of the foregoing Company accepts no responsibility for departure or arrival dates or times.
3. Company shall not be obliged to arrange for the goods to be carried, stored or handled separately from other goods, except under special arrangements previously made in writing.
4. If at any stage in any transaction Company should reasonably consider that there is good reason in Customer’s interests to depart from any of Customer’s instructions, Company shall be permitted to do so and shall not incur any additional liability in consequence of so doing.
5. If at any time the carriage is or is likely to be affected by any hindrance or risk of any kind (including the condition of the goods) not arising from any fault or neglect of Company, Company may: abandon services in respect of the goods at any place that Company deems (in its sole discretion) safe and convenient, whereupon delivery shall be deemed to have been made, and the responsibility of Company in respect of such goods shall cease. In such event, Company shall be entitled to full charges and Customer shall pay any additional costs arising out of such event.
Indemnification/Hold Harmless.
CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS COMPANY FROM AND AGAINST, AND SHALL PAY AND REIMBURSE COMPANY FOR ANY AND ALL DIRECT AND INDIRECT LIABILITIES, CLAIMS, LOSSES, EXPENSES, COSTS (INCLUDING ATTORNEY FEES) OR DAMAGES (FOR PURPOSES OF THIS PROVISION, “CLAIMS”) INCURRED OR OCCASIONED BY (i) A BREACH BY CUSTOMER OF ANY OF THE WARRANTIES CONTAINED HEREIN; (ii) THE FAILURE OF CUSTOMER TO COMPLY WITH THESE PROVISIONS; (iii) COMPANY’S EXECUTION OF CUSTOMER’S INSTRUCTIONS; (iv) CUSTOMER’S NEGLIGENCE OR WILLFUL MISCONDUCT; OR (v) CLAIMS, SEEKING TO IMPOSE LIABILITY IN EXCESS OF ANY LIABILITY EXPRESSLY ASSUMED BY COMPANY HEREIN OR IN EXCESS OF ANY LIMITATION OF LIABILITY TO WHICH COMPANY IS ENTITLED HEREIN. CUSTOMER’S INDEMNITY OBLIGATIONS ARISING FROM THIS PROVISION SHALL NOT APPLY TO THE EXTENT A CLAIM IS DETERMINED BY A COURT OF APPROPRIATE JURISDICTION TO HAVE BEEN CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF COMPANY.
General Lien.
1. Company shall have a general and continuing lien on any and all property of Customer coming into Company’ s or a Service Provider’s actual or constructive possession or control for monies owed to Company with regard to the shipment on which the lien is claimed, any prior shipment(s), and/or both;
2. Company 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 ongoing storage or other charges. Customer shall notify all parties having an interest in its shipment(s) of Company’s rights and/or the exercise of such lien; and
3. Unless, within ten (10) days of receiving notice of lien, or such shorter time as may be provided for in such notice, Customer shall post cash or letter of credit at site, 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 Company, guaranteeing payment of the monies owed, plus all storage and other charges accrued or to be accrued, Company 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.
4. Company shall be under no obligation to exercise any lien for General Average contribution due to Customer or any other person.
Force Majeure.
Company shall not be liable for loss, damage, delay, wrongful or missed deliveries or nonperformance of its duties herein, resulting from circumstances beyond the reasonable control of either Company or its subcontractors, including but not limited to: (i) acts of God, including disease or pandemic, epidemic, flood, earthquake, storm, hurricane, power failure or other natural disaster, typhoon, tropical storm, tornado, blizzard, ice storm, or fire; (ii) war, robbery, theft, hijacking, carrier/driver negligence, crime, fraud, cybercrime, carrier impersonation acting in bad faith, criminal or terroristic activities; (iii) embargoes; (iv) impacts on transportation networks, power grids, communications networks; (v) civil commotions or riots; (vi) defects, nature or inherent vice of the goods; (vii) acts, breaches of contract or omissions by Customer or any other person that may have an interest in the goods; (viii) acts by any government office or agency; or (ix) strikes, lockouts, or other labor related conflicts or slowdowns.
Regulatory Compliance.
1. Customer acknowledges that it has the sole responsibility for maintaining records required of it by law or for use in its business and Company shall have no obligations related thereto. Company shall only be required to keep those records required of it by applicable laws or regulations and shall have no liability as to Customer in the event that Company fails to comply with such laws or regulations.
2. Unless requested by Customer in writing and agreed to by Company in writing, Company shall be under no obligation to undertake any ancillary regulatory activity related to “customs business,” including but not limited to obtaining binding rulings, filing petitions or protests, advising of liquidations; similarly Company shall not be obligated to obtain an import or export license or be responsible for ascertaining or determining licensing responsibility unless agreed to in writing, in advance. Any such services performed by Company will be performed as agent of Customer. Taxes.
Taxes.
Customer shall be liable for any duties, taxes, imports, levies, deposits or outlays of any kind levied by any authorities for or in connection with the goods or Company’s services, and for any payments, fines, expenses, loss or damage whatsoever incurred by Company, its servants, agents or sub-contractors in connection therewith. Customer shall, upon request, make immediate (advance) payment to Company to cover any money for which Customer is or may become liable under this paragraph. Company shall not be under any obligation to advance any money to Customer or any person for such purpose.
Modification of Amendment Unless Written; Severability.
Any attempt by Customer to unilaterally alter, amend or modify the same shall be null and void. Customer and Company may agree to alternative terms in a writing signed by an officer of both Parties and notice is hereby given that no other person has or will be given authority on the part of Company to agree to any variation, cancellation or waiver of these Conditions. If any part of these Conditions is found to be invalid and/or unenforceable, the remainder shall continue 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. 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.
Governing Law; Dispute Resolution.
Except to the extent governed by other compulsorily applicable law, these Conditions and the services provided by Company shall be governed by and subject to the laws of the State of Missouri, without regard to the choice-of-law rules of Missouri or any other state or nation. CUSTOMER AND COMPANY AGREE THAT ANY CLAIM OR DISPUTE ARISING FROM OR IN CONNECTION WITH THESE CONDITIONS OR SERVICES RENDERED HEREIN, WHETHER UNDER FEDERAL, STATE, LOCAL, OR FOREIGN STATUTES, REGULATIONS, OR COMMON LAW, SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS OF APPROPRIATE SUBJECT MATTER JURISDICTION SERVING THE CITY OF WILDWOOD, ST. LOUIS COUNTY, MISSOURI. CUSTOMER AND COMPANY HEREBY CONSENT TO THE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVE ALL CHALLENGES TO PERSONAL JURISDICTION OF, OR VENUE IN, SUCH COURTS. In the event Customer files an action against Company, Customer hereby consents to any Company-instituted transfer of such action to any other venue in which Company is a party or subsequently becomes a party to an action concerning loss, damage or delay to the cargo that is the subject of Customer’s action. If Company prevails in any dispute subject to these Conditions or otherwise arising from its Services, Customer will be responsible for any and all of Company’s attorney’s fees and costs. If any provision of these Conditions is declared void, invalid or unenforceable by any court of law, the remaining provisions of these Conditions shall, to the extent permitted by such declaration, remain in full force and effect as though the void, invalid or unenforceable provisions were never a provision of these Conditions.

Brokerage Terms and Conditions

APPLICABILITY. Unless expressly superseded by a written contract signed by an officer of Axis Worldwide Supply Chain & Logistics, Inc. (“BROKER”) and the party requesting services by BROKER including, but not limited to, any shipper, consignor, consignee, broker, forwarder, or any other entity claiming an interest in goods for which BROKER arranges transportation (“CUSTOMER”) these Terms and Conditions, as amended from time to time by BROKER in its sole discretion, shall govern BROKER’s arrangement of motor carrier transportation between points two points in the United States, two points in Canada, or a point in the United States and a point in Canada (regardless of which country in which the shipment originates)(such arrangement, the “Services”). All other activities of BROKER (including, but not limited to, arranging transportation to, from or within Mexico) are governed by and subject to BROKER’s Terms and Conditions of Service available at www.axiswwsc.com as updated and amended by BROKER in its sole discretion from time to time. Any terms and conditions on document exchanged between the parties other than these Terms and Conditions, as revised from time to time, shall not apply to the Services and shall not be binding on or applicable to BROKER. Nothing in these Terms and Conditions shall be deemed to require BROKER to provide Services upon request of CUSTOMER and BROKER reserves the right to accept or decline, in its sole discretion, any particular request for Services.
Broker’s Role. CUSTOMER understands and agrees that BROKER functions as an independent entity, and not as a carrier, in selling, negotiating, and arranging for transportation for compensation, and that the actual transportation of shipments tendered to BROKER shall be performed by third-party motor carriers (“Servicing Motor Carriers”) regardless of whether such Servicing Motor Carrier is engaged by BROKER directly or is engaged by a subcontractor retained by BROKER. The relationship of BROKER and CUSTOMER is that of independent contractors.
PAYMENT AND CHARGES. All charges are earned in full upon BROKER’s agreement to provide services. BROKER will charge and CUSTOMER will pay the rates and charges set forth in a load confirmation or as otherwise agreed, as well as any other amounts for which CUSTOMER is liable pursuant to these Terms and Conditions, for services provided by BROKER. CUSTOMER will pay BROKER in full and without deduction or offset within fifteen (15) days of receiving the invoice, with interest accruing monthly at a rate of one percent (1%) per month on any unpaid balance, but CUSTOMER acknowledges and agrees that BROKER can cancel credit at any time, including after commencement of services, in which case, charges are immediately due and payable upon demand. CUSTOMER shall also be liable for any expenses, including attorney fees, BROKER incurs in collecting its rates and charges. If any information provided by CUSTOMER is inaccurate or incomplete, CUSTOMER acknowledges and agrees that agreed upon rates may, in BROKER’s sole discretion, be revised to reflect the goods actually tendered. CUSTOMER shall also be responsible for any additional accessorial charges imposed by the Servicing Motor Carrier which were not anticipated by BROKER at the time BROKER arranged for services with Servicing Motor Carrier or which were not otherwise included in the rate set forth in the load confirmation. In no event will BROKER have any responsibility for, and CUSTOMER will defend, indemnify, and hold BROKER harmless from, and will pay and reimburse, any charges imposed by third parties with respect to use of equipment in which cargo tendered by, to or on behalf of CUSTOMER is or has been laden, or for charges assessed with respect to storage or handling of any such equipment, including, but not limited to, charges assessed by steamship lines, rail carriers, rail terminal operators, marine terminal operators or port authorities. -CUSTOMER is liable for all charges arising from services, including, but not limited to, any and all amounts assessed by third parties (including fuel surcharges, peak season surcharges, general rate increases, or amounts intended to cover assessments by third parties (including government regulators)), costs related to requests for cancellation (including charges for services rendered prior to cancellation), costs related to requests for reconsignment or otherwise due to inaccurate or incomplete information provided by or on behalf of CUSTOMER. BROKER shall have a possessory lien on all cargo, and any proceeds therefrom, in its, or in its Servicing Motor Carrier’s, dominion or control for the payment of any and all amounts due and owing from CUSTOMER or with respect to services rendered at the request, or for the benefit of, CUSTOMER. In addition, to the extent not prohibited by applicable law, BROKER will have a general lien on any cargo under its, or its Servicing Motor Carrier’s, dominion or control, and any proceeds thereof, for any and all amounts due and owing from CUSTOMER or with respect to services rendered at the request, or for the benefit of, CUSTOMER, regardless of whether those amounts relate to cargo or proceeds against which the general lien is enforced.
SERVICING MOTOR CARRIERS. BROKER’s sole responsibility with respect to selection and retention of Servicing Motor carriers is to make reasonable efforts to place CUSTOMER’s loads with responsible Servicing Motor Carriers: (i) authorized to perform the services required by CUSTOMER; (ii) which such carriers do not hold an “unsatisfactory” or unfit safety rating from the U.S. Department of Transportation; and (iii) that possess all insurance coverages required by applicable law. BROKER makes no express or implied warranties or guarantees concerning delivery time or the locating of a Servicing Motor Carrier to provide the transportation services requested by CUSTOMER.
LEGAL COMPLIANCE. BROKER represents and warrants that it is duly and legally qualified to operate as a property broker and to provide the Services contemplated herein. BROKER agrees to comply with all applicable federal, state and local laws regarding the provision of such brokerage Services. CUSTOMER warrants and represents that it is authorized to tender the cargo in question to BROKER and that all descriptions of the cargo are complete, accurate, and include all information required by applicable law, rules or regulation. Without in any way limiting the foregoing, if CUSTOMER tenders for transportation cargo designated as hazardous materials or dangerous goods, CUSTOMER shall be solely responsible for complying with any and all applicable laws, rules, regulations, or conventions with respect to classifying, tendering, packaging and labeling such cargo and must provide notice of any such cargo at the time a request for Services is first initiated by CUSTOMER to BROKER. CUSTOMER warrants and represents that no specialized handling, including segregation or temperature control, is required unless CUSTOMER provides written notice of specialized handling requirements at the time of request for service to the specific shipment to which the specialized handling requirements apply (such notice a “Handling Notice”). In no event will BROKER have any obligation to provide any instructions to the Servicing Motor Carrier with respect to cargo other than those contained in a Handling Notice, receipt of which has been confirmed in writing by BROKER, and BROKER has no obligation to comply with or pass on to the Servicing Motor Carrier any handling instructions received after the initial request for service. CUSTOMER acknowledge and agrees that BROKER’s sole obligation with respect to specialized handling is to pass through the instructions in a Handling Notice.
INDEMNIFICATION, WARRANTIES AND LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES REGARDLESS OF WHETHER THE PARTY TO BE CHARGED HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF BROKER WITH RESPECT TO ANY CLAIMS OR DAMAGES ARISING FROM OR RELATED TO SERVICES PROVIDED PURSUANT TO THESE TERMS AND CONDITIONS WILL BE FOR THE AMOUNT CHARGED BY BROKER WITH RESPECT TO THE SERVICES SPECIFICALLY GIVING RISE TO SUCH CLAIMS OR DAMAGES. CUSTOMER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS BROKER AND ITS AFFILIATED ENTITIES FROM AND AGAINST, AND SHALL PAY AND REIMBURSE BROKER FOR, ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, FINES, JUDGMENTS, PENALTIES AND AMOUNTS (INCLUDING REASONABLE ATTORNEY FEES) ARISING FROM OR RELATED TO: (i) BREACH BY CUSTOMER OF THESE TERMS AND CONDITIONS; (ii) THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF CUSTOMER, ITS AGENTS, CONTRACTORS OR EMPLOYEES; (iii) VIOLATION BY CUSTOMER, ITS AGENTS, CONTRACTORS OR EMPLOYEES OF ANY APPLICABLE LAWS, RULE OR REGULATION; (iv) CUSTOMER’S FAILURE TO PROVIDE, OR BROKER’S OR THE SERVICING MOTOR CARRIER’S COMPLIANCE WITH OR RELIANCE ON, INSTRUCTIONS, DIRECTIONS, OR REQUEST OF CUSTOMER; OR (v) A THIRD PARTY SEEKING TO IMPOSE LIABILITY ON BROKER WITH RESPECT TO CARGO LOSS, DAMAGE OR DELAY IN EXCESS OF THE LIABILITY EXPRESSLY ASSUMED HEREIN. THE FOREGOING NOTWITHSTANDING, CUSTOMER’S OBLIGATION TO HOLD HARMLESS, DEFEND, INDEMNIFY, PAY AND REIMBURSE SHALL NOT APPLY TO THE EXTENT ANY CLAIM IS CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE PARTY SEEKING TO ENFORCE THE BENEFITS OF THIS PROVISION. ANY OTHER PROVISIONS OF THESE TERMS AND CONDITIONS NOTWITHSTANDING, BROKER IS NOT LIABLE FOR THE CONSEQUENCES OF A CARRIER’S IDENTITY THEFT, STRATEGIC CARGO THEFT, INDIVIDUALS ACTING AS AGENTS OR FRAUDULENT OR CRIMINAL CONDUCT OF THIRD PARTIES, INCLUDING UTILIZING THE SERVICES OF ENTITIES REPRESENTING THEMSELVES TO BE SERVICING MOTOR CARRIERS OR REPRESENTATIVES THEREOF THE FMCSA, DRIVER NEGLIGENCE, IMPROPER SECURING OF FREIGHT, CARGO, EQUIPMENT WHILE IN TRANSIT. If BROKER has provided CUSTOMER with any information regarding the identity of the Servicing Motor Carrier or its driver, including, but not limited to the Servicing Motor Carrier’s or driver’s name, CUSTOMER will, or if CUSTOMER is not the consignor, CUSTOMER will require the consignor to, confirm the information prior to tendering a shipment and will not tender the shipment if the information of the carrier or driver that arrives to retrieve a shipment is not the same as the information provided by BROKER. BROKER will not be liable for any loss or damage incurred by CUSTOMER OR THEIR THIRD PARTY SHIPPER, WAREHOUSE arising from or related to the tendering party’s failure to verify SERVICING MOTOR CARRIER or driver information.
CARGO LOSS, DAMAGE, OR SHORTAGE. BROKER will arrange transportation with Servicing Motor Carriers that agree to assume liability pursuant to the Carmack Amendment. BROKER will ensure that Servicing Motor Carriers agree to assume liability for the lesser of the cost to repair or replace the goods or (a) for Servicing Motor Carriers providing full truckload transportation (as determined by BROKER in its sole discretion), $100,000.00 per trailer or conveyance; and (b) for Servicing Motor Carriers providing less-than-truckload transportation (as determined by BROKER in its sole discretion), Shipping cost range from $0.10 to $25.00 per pound per package DEPENDING ON THE SPECIFIC TERMS AND CONDITIONS OF THE LTL CARRIERS LIABILITY LIMITS COVERAGE AND THE TYPE OF COMMODITY. It will be CUSTOMER’s responsibility to insure product in-transit and CUSTOMER agrees not to tender cargo with values in excess of the applicable Servicing Motor Carrier limitations of liability. BROKER may facilitate claims filing and processing with the Servicing Motor Carrier if CUSTOMER submits to BROKER, within six (6) months of the date of delivery, a written claim, fully supported by all relevant documentation, including but not limited to the signed delivery receipt, listing the nature and cause of the claim for cargo damage. BROKER may, in its sole discretion and without liability to CUSTOMER, discontinue pursuit of claims with the Servicing Motor Carrier if such claim is not resolved within sixty (60) days of receipt by BROKER or if CUSTOMER, in BROKER’s sole discretion, fails to cooperate with BROKER in filing of claims with the Servicing Motor Carrier. CUSTOMER acknowledges and agrees that failure or alleged failure by the Servicing Motor Carrier to comply with shipment handling instructions, or a broken, missing or unreadable trailer seal, shall not result in any presumption that food has been adulterated, contaminated, or otherwise rendered unfit for its intended purpose, nor otherwise be grounds for rejection of a shipment or filing of a claim for cargo loss and damage without proof of actual loss or damage. BROKER shall have no liability for cargo loss, damage, or shortage except to the extent such claims are caused by BROKER’s negligent acts or omissions, in which case, BROKER’s liability shall be limited to the charges assessed by BROKER and paid by CUSTOMER with respect to the goods at issue. In no event shall BROKER or the Servicing Motor Carrier be liable for any loss, damage or destruction of cargo occurring while the cargo is not in the possession of the Servicing Motor Carrier. If the Servicing Motor Carrier receives a trailer or container that is loaded and sealed at the time possession is transferred to the Servicing Motor Carrier, and the trailer or container is delivered with the seal in-tact, there will be a presumption that any loss, damage or destruction occurred while the trailer or container was in the possession of a party other than the Servicing Motor Carrier unless overcome by clear and convincing evidence to the contrary. CUSTOMER is responsible for filing a claim with BROKER alleging BROKER’s liability for cargo loss and damage within six (6) months of the date of delivery of the cargo in question (or, if none, within six (6) months of the date cargo should have been delivered). Failure to do so will result in an absolute bar to any such claim and will relieve BROKER of any and all liability with respect thereto. In no event will BROKER have any liability arising from or related to the Servicing Motor Carrier’s refusal to accept full value liability or the Servicing Motor Carrier otherwise limiting its liability for cargo loss and damage. BROKER shall be under no obligation to arrange, and Servicing Motor Carrier shall be under no obligation to provide, service in accordance with any set pick-up or delivery schedule; BROKER’s sole obligation is to ensure Servicing Motor Carriers provide services with reasonable dispatch. Any lawsuit arising from such claim must be commenced within eighteen (18) months of denial of all or any part of such claim. CUSTOMER acknowledges and agrees that the sole liability of BROKER with respect to loss, damage or delay to cargo shall be as set forth in this provision and CUSTOMER warrants and represents that if it is not the owner of such cargo, CUSTOMER holds authority from such owner to bind the owner to the provisions of these Terms and Conditions. BROKER agrees to notify CUSTOMER of any accident or other event of which BROKER is apprised and which prevents the motor carrier from making a timely or safe delivery.
Bills of Lading; Proofs of Delivery. Shipments tendered hereunder may be evidenced by a bill of lading or similar transportation document. In no event will BROKER being shown as the “carrier” on any such document change BROKER’s status as a property broker. Upon request of CUSTOMER, BROKER shall request that Servicing Motor Carriers obtain a delivery receipt from the consignee, showing the products delivered, the condition of the shipment and the date and time of such delivery. CUSTOMER waives access to BROKER’s records pursuant to 49 C.F.R. Part 371.
DISPUTE RESOLUTION. These Terms and Conditions shall be deemed to have been drawn in accordance with the statutes and laws of the state of Missouri and in the event of any disagreement or dispute regarding services subject to these Terms and Conditions, to the extent not otherwise governed by federal law, the laws of Missouri shall apply. ANY CLAIM OR DISPUTE ARISING FROM OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR SERVICES RENDERED HEREIN, SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS OF APPROPRIATE SUBJECT MATTER JURISDICTION SERVING THE CITY WILDWOOD, ST. LOUIS COUNTY, MISSOURI. CUSTOMER AND BROKER HEREBY CONSENT TO THE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVE ALL CHALLENGES TO PERSONAL JURISDICTION OF, OR VENUE IN, SUCH COURTS.

Terms and Conditions of U.S. Domestic Carriage

THESE TERMS AND CONDITIONS OF U.S. DOMESTIC CARRIAGE APPLY ONLY TO ANY SHIPMENT MOVING VIA AIR TRANSPORTATION OR SURFACE TRANSPORTATION THAT ORIGINATES IN, IS DESTINED FOR, AND DOES NOT INCLUDE AN ULTIMATE DESTINATION OR STOP OUTSIDE OF THE UNITED STATES OR ANY U.S. TERRITORY, POSSESSION, OR COMMONWEALTH. BY TENDERING A SHIPMENT TO CARRIER, ACCEPTING A SHIPMENT FROM CARRIER, ARRANGING WITH CARRIER FOR A SHIPMENT’S TRANSPORTATION OR SIGNING CARRIER’S U.S. DOMESTIC WAYBILL, SHIPPER AGREES TO ALL OF CARRIER’S TERMS AND CONDITIONS OF U.S. DOMESTIC CARRIAGE.

SHIPPER EXPRESSLY AGREES THAT THE CARRIER’S LIABILITY FOR CARGO LOSS, DAMAGE OR DELAY IS LIMITED IN ACCORDANCE WITH THE PROVISIONS HEREIN.

CONDITIONS OF CARRIAGE

Definitions.
The following definitions apply to both sides of this waybill (“Waybill”): “Carrier” means AXIS WORLDWIDE SUPPLY CHAIN & LOGISTICS, INC. in its capacity as a freight forwarder; it is acknowledged and agreed by Shipper that Carrier is not a motor carrier or air carrier, Carrier’s services are limited to arranging, but not performing, transportation via third party carrier, Carrier does not operate any transporting Conveyance or engage drivers or pilots. “Conditions” shall mean all the terms and conditions of contract as stated herein. “Carriage” is the transportation, loading, unloading, storing, handling and services arranged by the Carrier and performed by third parties engaged by Carrier in relation to the goods covered by this Waybill between origin and destination points identified on the face hereof. “Cartage” means the portion of the Carriage occurring before or after the transport of a Shipment aboard an aircraft, if any. The term “Conveyance” means any aircraft, truck, trailer, intermodal container, or rail car, or any connecting conveyance while in the ordinary course of transit by land or air. “Shipment” means all pieces that are tendered to and accepted by Carrier on a single Waybill. “Shipper” includes the shipper, consignor, consignee, receiver, holder of this Waybill, owner of the goods or other person entitled to the possession of the goods and the servants and agents of any of these, including without limitation, any consolidator, customs broker or other intermediary involved in arranging this shipment, all of whom shall be jointly and severally liable to the Carrier for the payment of all charges, and for the performance of the obligations of any of them under this Waybill, and subject to all Conditions herein.
Agreement to Terms.
1. By tendering a Shipment to Carrier, accepting a Shipment from Carrier, arranging with Carrier for a Shipment’s transportation, signing Carrier’s Waybill, or agreeing to Carrier’s terms and conditions by electronic means, Shipper agrees to all terms of this non-negotiable Waybill as a contract of carriage. In the event any Shipment is tendered to Carrier for Carriage on any shipping document other than Carrier’s Waybill, Shipper agrees that these Conditions shall supersede any rules, regulations or contractual terms contained on the shipping document on which the Shipment was tendered. Except to the extent of any written contract signed by an authorized representative of Shipper and Carrier which purports to supersede these Conditions, this Waybill supersedes and negates any claimed, alleged, or asserted oral or written contract, promise, representation, or understanding between the parties with respect to this Shipment.
2. Any exclusion or limitation of liability or other provision benefiting the Carrier shall apply to and be for the benefit of Carrier’s agents, servants, subcontractors and representatives and any person providing Carriage covered by this Waybill. Any such limitation of liability shall be a single, aggregate limitation, and a single aggregate right of recovery, and satisfaction of such limitation by any one or more of the foregoing persons shall act as a satisfaction of such limitation by all of them. It shall also result in a full assignment and release of claims by each Shipper. Without prejudice to the foregoing, no benefits hereunder extend to any such persons with respect to any claim brought against them by the Carrier. Shipper warrants that no claim shall be made against any servant, agent or other person (including any independent contractor) whose services have been used in order to perform the contract without the prior written consent of Carrier.
3. Any additional services rendered by Carrier other than arranging Carriage pursuant to this waybill, including, but not limited to, Carrier undertaking to file or submit any information, in any format, to any government regulatory agency, organization or similar entity on Shipper’s behalf and written authorization, whether in conjunction with the Waybill or the Carriage contemplated herein, shall be governed by AXIS WORLDWIDE SUPPLY CHAIN & LOGISTICS, INC.’S Terms and Conditions of Service, as amended, available at www.axiswwsc.com.
Obligations of Shipper.
1. The Shipper shall comply with all applicable laws, rules and regulations applicable to tender of cargo for transportation including, but not limited to, those relating to: (i) the packing, carriage, sealing, identification or delivery of the goods or, (ii) any aviation or other general freight transport security requirements which must or ought to be complied with by the Shipper.
2. The Shipper shall furnish complete and accurate information and attach such documents to this Waybill as may be necessary to comply with such laws, rules and regulations and enable Carrier to fully complete the contract of Carriage. Carrier is not liable to the Shipper or any other person for loss or expense due to the Shipper’s failure to comply with this provision.
3. The Shipper warrants that: (i) it is either the owner of the goods or the authorized agent of the owner of the goods described on the face hereof and further warrants that it is authorized to accept and is accepting these Conditions not only for himself but also as agent for and on behalf of the owner of the goods and all other persons who are or may hereafter become interested in the goods; (ii) the description and particulars of any goods furnished by or on behalf of the Shipper are complete, timely and accurate, and do not contain any irregularities; (iii) all goods have been properly and sufficiently prepared, packed, stowed, labeled, sealed, identified and/or marked and that the preparation, packing, stowage, labeling and marking are appropriate to any operations or transactions affecting the goods and characteristics of the goods; (iv) the goods do not comprise or contain any explosive, incendiary or other device, substance or weapon which may endanger life or the safety of any airplane, vehicle or other transport conveyance to be used in connection with the carriage of the goods or which may cause or may be likely to cause loss, damage, injury to or death of any person or property; (v) the goods do not comprise or contain any dangerous or hazardous materials within the meaning of the Hazardous Material Regulations of the U.S. Department of Transportation, the IATA Dangerous Goods Regulations, Perishable Cargo Regulations, or Temperature Control Regulations each as revised from time to time (collectively the “Dangerous Goods Regulations”) and the Shipper will not tender such goods to the Carrier for Carriage and/or attendant services without obtaining the Carrier’s prior written consent. Where such consent is granted the Shipper warrants that all such goods are packed, labeled and specified and otherwise meet all the requirements and provisions of the Dangerous Goods Regulations and Shipper acknowledges and agrees that Carrier shall have no obligation to comply with any special handling instructions unless expressly agreed to by Carrier in writing prior to pick-up of the cargo.
4. THE SHIPPER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CARRIER, ANY TRANSPORTING CARRIER, AND ANY OF THEIR AFFILIATED ENTITIES FROM AND AGAINST, AND SHALL PAY AND REIMBURSE ANY AND ALL DIRECT AND INDIRECT LIABILITIES, CLAIMS, LOSSES, EXPENSES, COSTS (INCLUDING ATTORNEY FEES) OR DAMAGES (FOR PURPOSES OF THIS PROVISION, “CLAIMS”) INCURRED OR OCCASIONED BY (i) THE FAILURE OF THE SHIPPER TO COMPLY WITH THESE PROVISIONS; (ii) COMPLIANCE WITH OR RELIANCE ON INFORMATION OR INSTRUCTIONS PROVIDED BY OR ON BEHALF OF SHIPPER; (iii) SHIPPER’S NEGLIGENCE OR WILLFUL MISCONDUCT; OR (iv) CLAIMS SEEKING TO IMPOSE LIABILITY IN EXCESS OF ANY LIABILITY EXPRESSLY ASSUMED BY CARRIER HEREIN OR IN EXCESS OF ANY LIMITATION OF LIABILITY TO WHICH CARRIER IS ENTITLED HEREUNDER. THE INDEMNITY OBLIGATIONS IN THIS PROVISION SHALL NOT APPLY TO THE EXTENT A CLAIM IS DETERMINED BY A COURT OF APPROPRIATE JURISDICTION TO HAVE BEEN CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF CARRIER.
Custody and Liability.
Carrier’s care, custody, and control over the Shipment shall commence when the Shipment is safely received by Carrier or its subcontractor or authorized agent, and shall terminate when delivered to the consignee, owner or any other party entitled to receive the Shipment or to such other destination as Shipper may designate. Carrier or any of its authorized agents and subcontractors shall be liable for any cargo loss or damage, for any air transportation, ground transportation (including over the entire route), storage, and any other handling solely to the extent caused by their respective failure to exercise reasonable care in respect of the cargo. Carrier’s sole liability with respect to delay shall be to the extent unreasonable delay due to Carrier’s negligence or intentional misconduct results in actual loss of or damage to goods. The sole liability of Carrier, and the sole recovery of Shipper, with respect to any loss, damage, destruction or delay to cargo shall be as set forth in these Conditions. Any amounts recovered from any third party shall be credited against the liability of Carrier. If a court of competent jurisdiction holds that this standard of liability is not enforceable, the limitation on recovery shall nevertheless be limited in accordance with the provisions of this Waybill. Receipt by the person entitled to delivery of the cargo without complaint shall be prima facie evidence that the cargo has been delivered in good condition and in accordance with the contract of carriage.
Liabilities Not Assumed.
1. THE CARRIER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT LOSS, LOSS OF PROFITS OR SALES, BUSINESS INTERRUPTION, LOSS OF MARKET, LOSS OF CONTRACT, LOSS OF REPUTATION OR GOODWILL, LOSS OF REVENUE OR USE CLAIMS, PUNITIVE OR EXEMPLARY DAMAGES, THE CONSEQUENCES OF DELAY OR DEVIATION HOWSOEVER CAUSED IN ADDITION ANY PARTIES WHO ENGAGE IN IDENTITY THEFT, FRAUD, DECEPTIVE PRACTICES STRATEGIC CARGO THEFT, ENTITIES WHO MISREPRESENT THEMSELVES AS AFFILIATED WITH MOTOR CARRIERS FMCSA, THEIR AGENTS OR REPRESENATIVES. ANY DAMAGE OR DELAY CAUSED BY THE SHIPPER, THIRD PARTY CLAIMS AGAINST THE SHIPPER OR ANY DAMAGE OCCURRING OUTSIDE THE CUSTODY OF THE CARRIER OR ITS SUBCONTRACTORS SUCH INCLUDING THE FOREGOING EXCLUSIONS AND LIMITS OF LIABILITY SHALL APPLY WHETHER OR NOT CARRIER HAD KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. THE DEFENSES AND LIMITS OF LIABILITY PROVIDED FOR HEREIN SHALL APPLY IN ANY ACTION AGAINST THE CARRIER WHETHER FOUNDED ON CONTRACT, TORT, EQUITY, INDEMNITY, BAILMENT OR ANY OTHER BASIS WHATSOEVER AND EVEN IF THE LOSS OR DAMAGE AROSE AS A RESULT OF NEGLIGENCE, RECKLESSNESS OR FUNDAMENTAL BREACH. IN NO EVENT WILL CARRIER’S TOTAL LIABILITY ARISING FROM OR RELATED TO SERVICES PROVIDED PURSUANT TO THIS WAYBILL EXCEED $100,000.00
2. Except as compulsorily applicable law which cannot be waived may require, Carrier shall not be liable for any loss, damage, misdelivery, delay, or non-delivery not caused by its own negligence or intentional misconduct or any loss, damage, delay, misdelivery, or non-delivery caused by the act, default or omission of Shipper, the consignee, or any other party that claims an interest in the shipment; the nature of the shipment or any defect, characteristic, or inherent vice of the goods; or act of God, perils of the air, public enemies, public authorities acting with actual or apparent authority of law, acts, or omissions of customs or quarantine officials, riots, strikes, civil commotions, hazards incident to a state of war, weather conditions, or delay of aircraft or other vehicles used in providing transportation services, or any other cause or event which the Carrier is unable to control or avoid and the consequences of which the Carrier is unable to prevent by the exercise of reasonable diligence.
Declared Value and Limitation of Liability.
1. Carrier’s liability and Shipper’s total cumulative recovery, regardless of any actual or alleged negligence and for air transportation, ground transportation (including both Cartage as well as all-ground transportation from origin to destination), storage, and other handling, for any loss, damage or delay to the Shipment is limited to the lesser of the cost to repair or replace the goods, fifty U.S. cents (US$0.50) per pound per package or $100.00 U.S. dollars per Shipment, unless a higher value is declared in accordance with the below.
2. Shipper may declare a higher value by providing written notice to the Carrier at least (3) hours prior to scheduled pick-up in which case Carrier’s liability for loss, damage or destruction to the Shipment will be limited to the lesser of the cost to repair or replace the affected cargo and the value declared. Carrier’s declared value fee is $0.50 per hundred dollars in value declared. If value has been declared, Carrier’s liability shall be for the lesser of the cost to repair or replace the goods, or the value declared, subject to the additional limitations set forth below. The Shipper declared value must be clearly indicated on all shipping documentation, including the waybill, bill of lading, or other applicable shipping forms in addition to communicating via email a request for additional insurance and that Shipper is accepting of paying for additional insurance. The Carrier may require supporting documentation substantiating the declared value, including but not limited to invoices, purchase orders or appraisals. Upon acceptance the Carrier, such declared value shall constitute the maximum liability of the Carrier for the shipment. Failure to provide Carrier required notice and documentation shall result in the shipment being subject to the Carrier’s standard liability.
3. Shipper assumes all risk of any loss, damage, or delay in excess of the declared value or liability limitations set forth herein. If Shipper sends more than one piece on a Waybill, Shipper shall specify the declared value for each piece; otherwise, the declared value for each piece shall be determined by dividing the total declared value by the number of pieces on the Waybill. The maximum declared value per Shipment is one hundred thousand U.S. dollars (US$100,000.00), and any effort to declare a value in excess of this maximum, except by obtaining written authorization from a corporate officer of Carrier, shall be null and void. Regardless of the value declared, the number of Shipments transported by Carrier, or the number of distinct shippers affected by a disaster, accident, or other event, Carrier’s liability for loss, damage, or delay shall not be more than one million U.S. dollars (US$1,000,000.00) by any one conveyance, or in any one place, or at any one time, or in any one disaster, accident, or other occurrence. Regardless of the value declared, Carrier’s liability for loss, damage, or delay shall not exceed the Shipment’s repair cost, depreciated value or replacement cost, whichever is less, and in no event will Carrier’s liability for delay exceed the charges actually paid to Carrier with respect to any Shipment subject to a claim for delay.
Claims.
1. Notice of arrival of goods will be given promptly to the consignee or to the person indicated on the face hereof as the person to be notified. The Carrier is not liable for non-receipt or delay in receipt of such notice.
2. On arrival of the goods at the place of destination, subject to the acceptance of other instructions from the Shipper prior to arrival of the goods at the place of destination, delivery will be made to or in accordance with the instructions of the consignee on payment of all charges due. If the consignee declines to accept the goods or cannot be communicated with, disposition will be in accordance with instructions of the Shipper and subject to payment of all charges. If Shipper fails to give disposition instructions within 2 days of being notified of consignee’s non-acceptance of the goods, Carrier shall be entitled to exercise its lien rights or otherwise dispose of the Shipment at public or private sale and pay itself out of the proceeds to satisfy the transportation and storage charges owing on the Shipment. No sale or disposal pursuant to this rule shall discharge any liability or lien to any greater extent than the proceeds thereof. The Shipper and the consignee shall remain liable, jointly and severally, for any deficiency.
3. In the case of cargo loss, damage or delay, the person entitled to delivery must make a claim in writing to the Carrier issuing this Waybill. Such written claim must be made: (i) In the case of damage to cargo having been moved by air, immediately after discovery of the damage and at the latest within 14 days from the date of receipt of the cargo; (ii) In the case of delay of cargo having been moved by air, within 21 days from the date on which the cargo was placed at the disposal of the person entitled to delivery; (iii) In the case of non-delivery of a Shipment having been moved by air, within 120 days from the date of issue of the Waybill, or if a Waybill has not been issued, within 120 days from the date of receipt of the cargo for transportation by the Carrier; (iv) with respect to any Shipment moved entirely via ground transportation, within eight (8) months of the date of delivery or if no delivery within eight (8) months of the date on which delivery should have occurred.
4. The claim shall be sent to the address of the Carrier. All written claims must set forth at minimum a reasonably comprehensive factual statement of the circumstances of the claim, state the basis why it is alleged Carrier is liable for the claimed damages, and a statement of specified, actual damages. If a complete written claim is not made within the time limits specified above, Shipper waives its action against Carrier.
5. Any rights to damages against the Carrier shall, in any event, be extinguished unless an action is brought within two years from the earliest of the date of arrival at the destination or the date on which the goods ought to have arrived or the date on which the transportation stopped.\
6. THE SHIPPER, UNDERSTANDING THAT THE ORDINARY RATES OF THE CARRIER ARE PREMISED UPON THE CARRIER’S LIMITATION OF LIABILITY, AND IN CONSIDERATION FOR SUCH RATES, IN ADDITION TO ALL OTHER RESPONSIBILITIES SET FORTH HEREIN.
7. No claim shall be processed by Carrier until all transportation charges have been paid. The amount of a claim may not be deducted from the transportation charges. In the event of a claim, the shipment, its container, and its packing material shall be made available to Carrier for inspection at the delivery location.
Right to Reject.
Carrier reserves the right to reject any Shipment for any reason whatsoever, including but not limited to, safety or security concerns. It is agreed that no time is fixed for the completion of Carriage hereunder and that Carrier may, without notice and for any reason,
1. substitute alternate carriers or other means of transportation (including ocean and/or ground transportation) and
2. select the routing or deviate from that shown on the face of the Waybill. Carrier assumes no obligation to forward the goods by any specified carrier, transportation mode, or route or to make connection at any point according to any particular schedule, and Carrier is hereby authorized to select, or deviate from, the transportation modes, carriers, or routes, notwithstanding that the same may be stated on the face of the Waybill. Shipper, consignee, and owner, jointly and severally guarantee payment of all charges and advances arising in such instances.
Force Majeure.
Carrier shall not be liable for loss, damage, delay, wrongful or missed deliveries or nonperformance of its duties herein, resulting from circumstances beyond the reasonable control of either Carrier or its subcontractors, including but not limited to: (i) acts of God, including disease or pandemic, epidemic, flood, earthquake, storm, hurricane, power failure or other natural disaster, typhoon, tropical storm, tornado, blizzard, ice storm, or fire; (ii) war, robbery, theft, hijacking, crime, fraud, criminal or terroristic activities; (iii) embargoes; (iv) impacts on transportation networks, power grids, communications networks; (v) civil commotions or riots; (vi) defects, nature or inherent vice of the goods; (vii) acts, breaches of contract or omissions by Shipper or any other person that may have an interest in the goods; (viii) acts by any government office or agency; or (ix) strikes, lockouts, or other labor related conflicts or slowdowns.
Liberties of Carrier.
1. While the Carrier agrees to use all reasonable endeavors to complete the Carriage hereunder with reasonable dispatch, no time for completion is fixed, and the Carrier reserves to itself the right without notice to substitute alternative carriers or aircraft and with due regard to the interest of the Shipper use other means of transportation. The Carrier is further authorized by the Shipper to select the routing and all intermediate stopping places that it deems appropriate or to change or deviate from the routing shown on the face hereof.
2. With respect to motor carrier transportation arranged by Carrier, Carrier shall arrange with authorized motor carrier(s) to perform such transportation. Shipper expressly waives all rights and remedies it may have as to Carrier and its subcontractor motor carriers under 49 U.S.C. Subtitle IV, Part B (excluding §§ 13703, 13706, 14101 and 14103) to the full extent permitted by 49 U.S.C. § 14101(b)(1), each as amended from time to time, including, but not limited to 49 U.S.C. § 14706, and Shipper hereby agrees to the cargo liability standards and limitations set forth in these terms and conditions as to such motor carrier Shipment.
3. Carrier assumes no obligation to forward the goods by any specified carrier, transportation mode, or route or to make connection at any point according to any particular schedule, and Carrier is hereby authorized to select, or deviate from, the transportation modes, carriers, or routes, notwithstanding that the same may be stated on the face of the Waybill. Shipper, consignee, and owner, jointly and severally guarantee payment of all charges and advances arising in such instances.
4. If at any stage in any transaction Carrier should reasonably consider that there is good reason in Shipper’s interests to depart from any Shipper’s instructions, Carrier shall be permitted to do so and shall not incur any additional liability in consequence of so doing.
5. Carrier is authorized (but shall be under no obligation) to advance any duties, taxes, or charges and to make any disbursements with respect to the goods. Each Shipper, owner, and consignee shall be jointly and severally liable for the reimbursement thereof. Carrier shall be under no obligation to incur any expense or to make any advance in connection with the forwarding or reforwarding of goods except against repayment by the Shipper.
6. If at any time the Carriage is or is likely to be affected by any hindrance or risk of any kind (including the condition of the goods) not arising from any fault or neglect of Carrier, Carrier may: abandon services in respect of the goods at any place that Carrier deems (in its sole discretion) safe and convenient, whereupon delivery shall be deemed to have been made, and the responsibility of Carrier in respect of such goods shall cease. In such event, Carrier shall be entitled to full charges and Shipper shall pay any additional costs arising out of such event.
7. When goods are accepted or dealt with upon instructions to collect freight, duties, charges or other expenses from the consignee or any other person the Shipper shall remain responsible for the same if they are not paid by such consignee or other person immediately when due.
Consent to Inspection and Screening.
Shipper hereby consents to a search or inspection of the goods, including screening of the goods, by Carrier, the Transportation Security Administration of the U.S. Department of Homeland Security (“TSA”), or other authorized government authorities. Carrier is not obligated to open and inspect the contents of any shipment. Carrier shall have the right to refuse any article, the transportation of which is prohibited by rule or by applicable law, orders or regulations, or the transportation of which, in Carrier’s judgment, would be unsafe. If such shipment should be accepted or transported, Carrier reserves the right to remove it and, if necessary, to abandon it. Where circumstances permit, such shipment shall be stored at Shipper’s expense pending receipt of disposition instructions from Shipper.
Rates and Charges.
The Shipper guarantees payment of all charges for the carriage due in accordance with these Conditions and agrees to pay Carrier for claims, fines, penalties, damages, costs (storage, handling, reconsignment, return of freight to Shipper, etc.) or other sums which may be incurred by Carrier by reason of any violation of this contract or any other default of Shipper or consignee or their agents. All charges are earned in full upon Carrier’s agreement to transport the Shipment. Shipper will pay Carrier’s invoices in full and without deduction or offset within fifteen (15) days of the date of invoice. All payments shall be made in United States Dollars. Shipper shall be responsible for costs of making payment. Any payment which is past due shall be subject to an additional charge of one and 1.5% per month of the outstanding balance due or the maximum interest rate permitted by applicable law, whichever is less. Shipper is responsible for all collection costs, including reasonable attorney fees, incurred by Carrier in collecting amounts owed by Shipper. When a Shipment is tendered on a collect or third party billing basis, Shipper shall remain responsible for all charges not paid by the responsible party immediately when due. Claims for overcharges or duplicative payments shall be made in writing and are extinguished unless received by Carrier within two (2) years after the date of acceptance of the shipment by Carrier. Rates and charges for this Shipment shall be based on actual or dimensional weight, whichever is greater.
Lien.
Carrier shall have a lien on any and all documents and Shipments of Shipper under Carrier’s (or any transporting carrier’s) actual or constructive possession or control for monies owed to Carrier with regard to the Shipment on which the lien is claimed, prior Shipment(s) or both. In the event Carrier exercises its lien it shall notify Shipper of the exact amount of monies due and owing by Shipper. Carrier shall also notify Shipper of all storage and continuing charges accruing on Shipments subject to Carrier’s lien. Carrier may refuse to surrender possession of any Shipment(s) until such charges are paid. Carrier shall release its lien upon receipt of payment by Shipper of the total amount due. In the event Shipper does not satisfy Carrier’s lien within fifteen (15) days of Carrier’s exercise of the lien, Carrier shall have the right, but not the obligation, to sell such Shipment(s) at public or private sale or auction without further notice to Shipper.
Dispute Resolution and Governing Law.
These Conditions and the services provided by Carrier under this Waybill shall be governed by and subject to the applicable federal law of the United States and by the laws of the State of Missouri, without regard to the choice-of-law rules of Missouri or any other State. SHIPPER AND CARRIER AGREE THAT ANY CLAIM OR DISPUTE ARISING FROM OR IN CONNECTION WITH CARRIER’S SERVICES, WHETHER UNDER FEDERAL, STATE, LOCAL STATUTES, REGULATIONS, OR COMMON LAW, SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS SERVING THE CITY OF WILDWOOD, ST. LOUISE COUNTY, MISSOURI. SHIPPER AND CARRIER HEREBY CONSENT TO THE JURISDICTION OF SUCH COURTS. In the event Shipper files an action against Carrier, Shipper hereby consents to any Carrier-instituted transfer of such action to any other venue in which Carrier is a party or subsequently becomes a party to an action concerning loss, damage or delay to the cargo that is the subject of Shipper’s action. Should Carrier successfully defend itself or any legal actions brought by any party with an interest in this Shipment, Carrier shall be entitled to reasonable attorney fees and costs. If any provision of these Conditions is declared void, invalid or unenforceable by any court of law, the remaining provisions of these Conditions shall, to the extent permitted by such declaration, remain in full force and effect as though the void, invalid or unenforceable provisions were never a provision of these Conditions. No agent, servant or representative of the Carrier has authority to alter modify or waive any provisions of this contract.
Cargo Security Requirements.
Shipper acknowledges that Carrier, like all indirect air carriers, is required by the TSA to maintain an air cargo security program. If Shipper is acting as an agent, authorized representative, broker, carrier, or other freight intermediary for any other person or entity, Shipper shall disclose that fact to Carrier and shall assist Carrier in complying with the TSA requirements by enabling Carrier to obtain any necessary documents from, or otherwise qualify, such other person or entity. As required by TSA regulations (49 C.F.R. § 1548.9(b)), Shipper hereby consents to a search or inspection of the cargo, including screening of the cargo. If Shipper, as the person who originates and tenders cargo for air transportation or as such person’s representative, is an individual (natural person), such person shall advise Carrier of that fact, and Carrier shall, if required by law, provide Shipper or such person with a Privacy Act Notice.

Terms and Conditions of International Air Carriage

THESE TERMS AND CONDITIONS OF INTERNATIONAL AIR CARRIAGE APPLY ONLY TO ANY SHIPMENT MOVING VIA AIR TRANSPORTATION (INCLUDING JOINT AIR AND SURFACE) FROM A PLACE IN ONE COUNTRY TO A PLACE IN ANOTHER COUNTRY. BY TENDERING A SHIPMENT TO CARRIER, ACCEPTING A SHIPMENT FROM CARRIER, ARRANGING WITH CARRIER FOR A SHIPMENT’S TRANSPORTATION OR SIGNING CARRIER’S WAYBILL, SHIPPER AGREES TO ALL OF CARRIER’S TERMS AND CONDITIONS OF INTERNATIONAL AIR CARRIAGE.

SHIPPER EXPRESSLY AGREES THAT THE CARRIER’S LIABILITY FOR CARGO LOSS, DAMAGE OR DELAY IS LIMITED IN ACCORDANCE WITH THE PROVISIONS HEREIN.

CONDITIONS OF CARRIAGE

Definitions.
The following definitions apply to both sides of this air waybill (“Waybill”): “Carrier” means AXIS WORLDWIDE SUPPLY CHAIN & LOGISTICS, INC. in its capacity as a freight forwarder; it is acknowledged and agreed by Shipper that Carrier is not a motor carrier or air carrier, Carrier’s services are limited to arranging, but not performing, transportation via third party carrier, Carrier does not operate any transporting Conveyance or engage drivers or pilots. “Conditions” shall mean all the terms and conditions of contract as stated herein. “Carriage” is the transportation, loading, unloading, storing, handling and services arranged by the Carrier and performed by third parties engaged by Carrier in relation to the goods covered by this Waybill between origin and destination points identified on the face hereof. “Cartage” means the portion of the Carriage occurring before or after the transport of a Shipment aboard an aircraft, if any. The “Convention” means whichever of the following instruments is applicable to the contract of carriage: The Convention for the Unification of Certain Rules for International Carriage by Air, Montreal, 28 May 1999 (“Montreal Convention”); the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw, 12 October 1929 (“Warsaw Convention”) as amended. The term “Conveyance” means any vessel, barge, aircraft, truck, trailer, intermodal container, or rail car, or any connecting conveyance while in the ordinary course of transit by land, sea, or air. “Shipment” means all pieces that are tendered to and accepted by Carrier on a single Waybill. “Shipper” includes the shipper, consignor, consignee, receiver, holder of this Waybill, owner of the goods or other person entitled to the possession of the goods and the servants and agents of any of these, including without limitation, any consolidator, customs broker or other intermediary involved in arranging this shipment , all of whom shall be jointly and severally liable to the Carrier for the payment of all charges, and for the performance of the obligations of any of them under this Waybill, and subject to all Conditions herein.
Agreement to Terms.
1. By tendering a Shipment to Carrier, accepting a Shipment from Carrier, arranging with Carrier for a Shipment’s transportation, signing Carrier’s Waybill, or agreeing to Carrier’s terms and conditions by electronic means, Shipper agrees to all terms of this non-negotiable Waybill as a contract of carriage. In the event any Shipment is tendered to Carrier for air transportation on any shipping document other than Carrier’s Waybill, Shipper agrees that these Conditions shall supersede any rules, regulations or contractual terms contained on the shipping document on which the Shipment was tendered. Except to the extent of any written contract between signed by an authorized representative of Shipper and Carrier which purports to supersede these Conditions, this Waybill supersedes and negates any claimed, alleged, or asserted oral or written contract, promise, representation, or understanding between the parties with respect to this Shipment.
2. Any exclusion or limitation of liability or other provision benefiting the Carrier shall apply to and be for the benefit of Carrier’s agents, servants, subcontractors and representatives and any person providing Carriage covered by this Waybill. Any such limitation of liability shall be a single, aggregate limitation, and a single aggregate right of recovery, and satisfaction of such limitation by any one or more of the foregoing shall act as a satisfaction of such limitation by all of them. It shall also result in a full assignment and release of claims by each Shipper. Without prejudice to the foregoing, no benefits hereunder extend to any such persons with respect to any claim brought against them by the Carrier. Shipper warrants that no claim shall be made against any servant, agent or other person (including any independent contractor) whose services have been used in order to perform the contract without the prior written consent of Carrier.
3. Any additional services rendered by Carrier other than arranging Carriage pursuant to this waybill, including, but not limited to, Carrier undertaking to file or submit any information, in any format, to any government regulatory agency, organization or similar entity on Shipper’s behalf and written authorization, whether in conjunction with the Waybill or the Carriage contemplated herein, shall be governed by AXIS WORLDWIDE SUPPLY CHAIN & LOGISTICS, INC.’S Terms and Conditions of Service, as amended, available at www.axiswwsc.com.
Obligations of Shipper.
1. The Shipper shall comply with all applicable laws, rules and regulations applicable to tender of cargo for transportation including, but not limited to, those relating to: (i) the packing, carriage, sealing, identification or delivery of the goods or, (ii) any aviation or other general freight transport security requirements which must or ought to be complied with by the Shipper.
2. The Shipper shall furnish complete and accurate information and attach such documents to this Waybill as may be necessary to comply with such laws, rules and regulations and enable Carrier to fully complete the contract of Carriage. Carrier is not liable to the Shipper or any other person for loss or expense due to the Shipper’s failure to comply with this provision.
3. The Shipper warrants that: (i) it is either the owner of the goods or the authorized agent of the owner of the goods described on the face hereof and further warrants that it is authorized to accept and is accepting these Conditions not only for himself but also as agent for and on behalf of the owner of the goods and all other persons who are or may hereafter become interested in the goods; (ii) the description and particulars of any goods furnished by or on behalf of the Shipper are complete, timely and accurate, and do not contain any irregularities; (iii) all goods have been properly and sufficiently prepared, packed, stowed, labeled, sealed, identified and/or marked and that the preparation, packing, stowage, labeling and marking are appropriate to any operations or transactions affecting the goods and characteristics of the goods; (iv) the goods do not comprise or contain any explosive, incendiary or other device, substance or weapon which may endanger life or the safety of any airplane, vehicle or other Conveyance to be used in connection with the Carriage of the goods or which may cause or may be likely to cause loss, damage, injury to or death of any person or property; (v) the goods do not comprise or contain any dangerous or hazardous materials within the meaning of the IATA Dangerous Goods Regulations, Perishable Cargo Regulations, or Temperature Control Regulations each as revised from time to time (collectively the “Dangerous Goods Regulations”) and the Shipper will not tender such goods to the Carrier for Carriage and/or attendant services without obtaining the Carrier’s prior written consent. Where such consent is granted the Shipper warrants that all such goods are packed, labeled and specified and otherwise meet all the requirements and provisions of the Dangerous Goods Regulations and Shipper acknowledges and agrees that Carrier shall have no obligation to comply with any special handling instructions unless expressly agreed to by Carrier in writing prior to pick-up of the cargo; and (vi) it is in compliance with all applicable laws and government rules and regulations related in any way to the transport of its goods, including, but not limited to, the U.S. Foreign Corrupt Practices Act, the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, the U.S. Anti- Boycott regulations, the various U.S. economic sanctions programs administered by the U.S. Treasury’s Office of Foreign Assets Control and any applicable laws or regulations of any country to, from, through or over which goods may be carried.
4. THE SHIPPER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CARRIER, ANY TRANSPORTING CARRIER, AND ANY OF THEIR AFFILIATED ENTITIES FROM AND AGAINST, AND SHALL PAY AND REIMBURSE ANY AND ALL DIRECT AND INDIRECT LIABILITIES, CLAIMS, LOSSES, EXPENSES, COSTS (INCLUDING ATTORNEY FEES) OR DAMAGES (FOR PURPOSES OF THIS PROVISION, “CLAIMS”) INCURRED OR OCCASIONED BY (i) THE FAILURE OF THE SHIPPER TO COMPLY WITH THESE PROVISIONS; (ii) COMPLIANCE WITH OR RELIANCE ON INFORMATION OR INSTRUCTIONS PROVIDED BY OR ON BEHALF OF SHIPPER; (iii) SHIPPER’S NEGLIGENCE OR WILLFUL MISCONDUCT; OR (iv) CLAIMS, SEEKING TO IMPOSE LIABILITY IN EXCESS OF ANY LIABILITY EXPRESSLY ASSUMED BY CARRIER HEREIN OR IN EXCESS OF ANY LIMITATION OF LIABILITY TO WHICH CARRIER IS ENTITLED HEREUNDER. THE INDEMNITY OBLIGATIONS IN THIS PROVISION SHALL NOT APPLY TO THE EXTENT A CLAIM IS DETERMINED BY A COURT OF APPROPRIATE JURISDICTION TO HAVE BEEN CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF CARRIER.
Custody and Liability.
Liability of Carrier, if any, for loss or damage to a Shipment, including loss or damage due to delay, shall be governed by the Conventions except to the extent superseded by compulsorily applicable law which cannot be waived. Carrier’s care, custody, and control over the Shipment shall commence when the Shipment is safely received by Carrier, or its subcontractor or authorized agent, and shall terminate when delivered to the consignee, owner or any other party entitled to receive the Shipment or to such other destination as Shipper may designate. Except to the limited extent otherwise required by compulsorily applicable law which cannot be waived, (i) Carrier or any of its authorized agents and subcontractors shall be liable for any cargo loss, damage or delay for any air transportation, ground transportation (including over the entire route), storage, and any other handling solely to the extent caused by their respective failure to exercise reasonable care in respect of the cargo, and only while such cargo is their actual custody; and (ii) Carrier’s sole liability with respect to delay shall be to the extent unreasonable delay due to Carrier’s negligence or intentional misconduct results in actual loss of or damage to goods. The sole liability of Carrier, and the sole recovery of Shipper, with respect to any loss, damage, destruction or delay to cargo shall be as set forth in these Conditions. Any amounts recovered from any third party shall be credited against the liability of Carrier. If a court of competent jurisdiction holds that this standard of liability is not enforceable, the limitation on recovery shall nevertheless be limited in accordance with the provisions of this Waybill. Receipt by the person entitled to delivery of the cargo without complaint shall be prima facie evidence that the cargo has been delivered in good condition and in accordance with the contract of carriage.
Liabilities Not Assumed.
1. EXCEPT TO THE EXTENT THE CONVENTION OR OTHER COMPULSORY LAW MAY OTHERWISE REQUIRE, THE CARRIER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT LOSS, LOSS OF PROFITS OR SALES, BUSINESS INTERRUPTION, LOSS OF MARKET, LOSS OF CONTRACT, LOSS OF REPUTATION OR GOODWILL, LOSS OF REVENUE OR USE CLAIMS, PUNITIVE OR EXEMPLARY DAMAGES, THE CONSEQUENCES OF DELAY OR DEVIATION HOWSOEVER CAUSED, ANY DAMAGE OR DELAY CAUSED BY THE SHIPPER, THIRD PARTY CLAIMS AGAINST THE SHIPPER OR ANY DAMAGE OCCURRING OUTSIDE THE CUSTODY OF THE CARRIER OR ITS SUBCONTRACTORS. THE FOREGOING EXCLUSIONS AND LIMITS OF LIABILITY SHALL APPLY WHETHER OR NOT CARRIER HAD KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. THE DEFENSES AND LIMITS OF LIABILITY PROVIDED FOR HEREIN SHALL APPLY IN ANY ACTION AGAINST THE CARRIER WHETHER FOUNDED ON CONTRACT, TORT, EQUITY, INDEMNITY, BAILMENT OR ANY OTHER BASIS WHATSOEVER AND EVEN IF THE LOSS OR DAMAGE AROSE AS A RESULT OF NEGLIGENCE, RECKLESSNESS OR FUNDAMENTAL BREACH. IN NO EVENT WILL CARRIER’S TOTAL LIABILITY ARISING FROM OR RELATED TO SERVICES PROVIDED PURSUANT TO THIS WAYBILL EXCEED $100,000.00.
2. Except as a Convention or other Compulsory Law may require, Carrier shall not be liable for any loss, damage, misdelivery, delay, or non-delivery not caused by its own negligence or intentional misconduct, or any loss, damage, delay, misdelivery, or non-delivery caused by the act, default or omission of Shipper, the consignee, or any other party that claims an interest in the shipment; the nature of the shipment or any defect, characteristic, or inherent vice of the goods; or act of God, perils of the air, public enemies, public authorities acting with actual or apparent authority of law, acts, or omissions of customs or quarantine officials, riots, strikes, civil commotions, hazards incident to a state of war, weather conditions, or delay of aircraft or other vehicles used in providing transportation services, or any other cause or event which the Carrier is unable to control or avoid and the consequences of which the Carrier is unable to prevent by the exercise of reasonable diligence.
Declared Value and Limitation of Liability.
1. Shipper acknowledges and agrees that Carrier’s liability, and Shipper’s total cumulative recovery, is limited by the Conventions to 22 Special Drawing Rights per kilogram unless a higher value is declared in accordance with the below. If specifically agreed, Carrier will perform or arrange for the Cartage of the goods. Loss or damage to goods during such Cartage shall be subject to a limitation of liability for cargo loss or damage of fifty cents (US$0.50) per pound unless a higher value is declared in accordance with the below.
2. Shipper may declare a higher value by providing written notice to the carrier at least (3) hours prior to scheduled pick-up, in which case Carrier’s liability for loss, damage or destruction to the Shipment will be limited to the lesser of the cost to repair or replace the affected cargo and the value declared. Carrier’s declared value fee is $0.50 per hundred dollars in value declared. If value has been declared, Carrier’s liability shall be for the lesser of the cost to repair or replace the goods, or the value declared, subject to the additional limitations set forth below. The Shipper declared value must be clearly indicated on all shipping documentation, including the waybill, bill of lading, or other applicable shipping forms in addition to communicating via email a request for additional insurance and that Shipper is accepting of paying for additional insurance. The Carrier may require supporting documentation substantiating the declared value, including but not limited to invoices, purchase orders or appraisals. Upon acceptance the Carrier, such declared value shall constitute the maximum liability of the Carrier for the shipment. Failure to provide Carrier required notice and documentation shall result in the shipment being subject to the Carrier’s standard liability.
3. Shipper assumes all risk of any loss, damage, or delay in excess of the declared value or liability limitations set forth herein. If Shipper sends more than one piece on a Waybill, Shipper shall specify the declared value for each piece; otherwise, the declared value for each piece shall be determined by dividing the total declared value by the number of pieces on the Waybill. The maximum declared value per Shipment is one hundred thousand U.S. dollars (US$100,000.00), and any effort to declare a value in excess of this maximum, except by obtaining written authorization from a corporate officer of Carrier shall be null and void. Regardless of the value declared, the number of Shipments transported by Carrier, or the number of distinct shippers affected by a disaster, accident, or other event, Carrier’s liability for loss, damage, or delay shall not be more than one million U.S. dollars (US$1,000,000.00) by any one Conveyance, or in any one place, or at any one time, or in any one disaster, accident, or other occurrence. Regardless of the value declared, Carrier’s liability for loss, damage, or delay shall not exceed the Shipment’s repair cost, depreciated value or replacement cost, whichever is less, and in no event will Carrier’s liability for delay exceed the charges actually paid to Carrier with respect to any Shipment subject to a claim for delay.
Claims.
1. Notice of arrival of goods will be given promptly to the consignee or to the person indicated on the face hereof as the person to be notified. The Carrier is not liable for non-receipt or delay in receipt of such notice.
2. On arrival of the goods at the place of destination, subject to the acceptance of other instructions from the Shipper prior to arrival of the goods at the place of destination, delivery will be made to or in accordance with the instructions of the consignee on payment of all charges due. If the consignee declines to accept the goods or cannot be communicated with, disposition will be in accordance with instructions of the Shipper and subject to payment of all charges. If Shipper fails to give disposition instructions within 2 days of being notified of consignee’s non-acceptance of the goods, Carrier shall be entitled to exercise its lien rights or otherwise dispose of the Shipment at public or private sale and pay itself out of the proceeds to satisfy the transportation and storage charges owing on the Shipment. No sale or disposal pursuant to this rule shall discharge any liability or lien to any greater extent than the proceeds thereof. The Shipper and the consignee shall remain liable, jointly and severally, for any deficiency.
3. In the case of cargo loss, damage or delay, the person entitled to delivery must make a claim in writing to the Carrier issuing this Waybill. Such written claim must be made: (i) In the case of damage to the cargo, immediately after discovery of the damage and at the latest within 14 days from the date of receipt of the cargo; (ii) In the case of delay, within 21 days from the date on which the cargo was placed at the disposal of the person entitled to delivery; (iii) In the case of non-delivery of the cargo, within 120 days from the date of issue of the Waybill, or if any air waybill has not been issued, within 120 days from the date of receipt of the cargo for transportation by the Carrier.
4. The claim shall be sent to the address of the Carrier. All written claims must set forth at minimum a reasonably comprehensive factual statement of the circumstances of the claim, state the basis why it is alleged Carrier is liable for the claimed damages, and a statement of specified, actual damages. If a complete written claim is not made within the time limits specified above, Shipper waives its action against Carrier.
5. Any rights to damages against the Carrier shall, in any event, be extinguished unless an action is brought within two years from the earliest of the date of arrival at the destination or the date on which the goods ought to have arrived or the date on which the transportation stopped.
6. THE SHIPPER, UNDERSTANDING THAT THE ORDINARY RATES OF THE CARRIER ARE PREMISED UPON THE CARRIER’S LIMITATION OF LIABILITY, AND IN CONSIDERATION FOR SUCH RATES, IN ADDITION TO ALL OTHER RESPONSIBILITIES SET FORTH HEREIN.
7. No claim shall be processed by Carrier until all transportation charges have been paid. The amount of a claim may not be deducted from the transportation charges. In the event of a claim, the shipment, its container, and its packing material shall be made available to Carrier for inspection at the delivery location.
Right to Reject.
Carrier reserves the right to reject any Shipment for any reason whatsoever, including but not limited to, safety or security concerns. It is agreed that no time is fixed for the completion of Carriage hereunder and that Carrier may, without notice and for any reason,
1. substitute alternate carriers or other means of transportation (including ocean and/or ground transportation) and
2. select the routing or deviate from that shown on the face of the Waybill. Carrier assumes no obligation to forward the goods by any specified carrier, transportation mode, or route or to make connection at any point according to any particular schedule, and Carrier is hereby authorized to select, or deviate from, the transportation modes, carriers, or routes, notwithstanding that the same may be stated on the face of the Waybill. Shipper, consignee, and owner, jointly and severally guarantee payment of all charges and advances arising in such instances.
Force Majeure.
Carrier shall not be liable for loss, damage, delay, wrongful or missed deliveries or nonperformance of its duties herein, resulting from circumstances beyond the reasonable control of either Carrier or its subcontractors, including but not limited to: (i) acts of God, including disease or pandemic, epidemic, flood, earthquake, storm, hurricane, power failure or other natural disaster, typhoon, tropical storm, tornado, blizzard, ice storm, or fire; (ii) war, robbery, theft, hijacking, crime, fraud, criminal or terroristic activities; (iii) embargoes; (iv) impacts on transportation networks, power grids, communications networks; (v) civil commotions or riots; (vi) defects, nature or inherent vice of the goods; (vii) acts, breaches of contract or omissions by Shipper or any other person that may have an interest in the goods; (viii) acts by any government office or agency; or (ix) strikes, lockouts, or other labor related conflicts or slowdowns.
Liberties of Carrier.
1. While the Carrier agrees to use all reasonable endeavors to complete the Carriage hereunder with reasonable dispatch, no time for completion is fixed, and the Carrier reserves to itself the right without notice to substitute alternative carriers or aircraft and with due regard to the interest of the Shipper use other means of transportation. The Carrier is further authorized by the Shipper to select the routing and all intermediate stopping places that it deems appropriate or to change or deviate from the routing shown on the face hereof.
2. With respect to motor carrier transportation arranged by Carrier, Carrier shall arrange with authorized motor carrier(s) to perform such transportation. Shipper expressly waives all rights and remedies it may have as to Carrier and its subcontractor motor carriers under 49 U.S.C. Subtitle IV, Part B (excluding §§ 13703, 13706, 14101 and 14103) to the full extent permitted by 49 U.S.C. § 14101(b)(1), each as amended from time to time, including, but not limited to 49 U.S.C. § 14706, and Shipper hereby agrees to the cargo liability standards and limitations set forth in these terms and conditions as to such motor carrier Shipment.
3. Carrier assumes no obligation to forward the goods by any specified carrier, transportation mode, or route or to make connection at any point according to any particular schedule, and Carrier is hereby authorized to select, or deviate from, the transportation modes, carriers, or routes, notwithstanding that the same may be stated on the face of the Waybill. Shipper, consignee, and owner, jointly and severally guarantee payment of all charges and advances arising in such instances.
4. If at any stage in any transaction Carrier should reasonably consider that there is good reason in Shipper’s interests to depart from any Shipper’s instructions, Carrier shall be permitted to do so and shall not incur any additional liability in consequence of so doing.
5. Carrier is authorized (but shall be under no obligation) to advance any duties, taxes, or charges and to make any disbursements with respect to the goods. Each Shipper, owner, and consignee shall be jointly and severally liable for the reimbursement thereof. Carrier shall be under no obligation to incur any expense or to make any advance in connection with the forwarding or reforwarding of goods except against repayment by the Shipper.
6. If at any time the Carriage is or is likely to be affected by any hindrance or risk of any kind (including the condition of the goods) not arising from any fault or neglect of Carrier, Carrier may: abandon services in respect of the goods at any place that Carrier deems (in its sole discretion) safe and convenient, whereupon delivery shall be deemed to have been made, and the responsibility of Carrier in respect of such goods shall cease. In such event, Carrier shall be entitled to full charges and Shipper shall pay any additional costs arising out of such event.
7. When goods are accepted or dealt with upon instructions to collect freight, duties, charges or other expenses from the consignee or any other person the Shipper shall remain responsible for the same if they are not paid by such consignee or other person immediately when due.
Consent to Inspection and Screening.
Shipper hereby consents to a search or inspection of the goods, including screening of the goods, by Carrier, the Transportation Security Administration of the U.S. Department of Homeland Security (“TSA”), or other authorized government authorities. Carrier is not obligated to open and inspect the contents of any shipment. Carrier shall have the right to refuse any article, the transportation of which is prohibited by rule or by applicable law, orders or regulations, or the transportation of which, in Carrier’s judgment, would be unsafe. If such shipment should be accepted or transported, Carrier reserves the right to remove it and, if necessary, to abandon it. Where circumstances permit, such shipment shall be stored at Shipper’s expense pending receipt of disposition instructions from Shipper.
Rates and Charges.
The Shipper guarantees payment of all charges for the Carriage due in accordance with Carrier’s Conditions and agrees to pay Carrier for claims, fines, penalties, damages, costs (storage, handling, reconsignment, return of freight to Shipper, etc.) or other sums which may be incurred by Carrier by reason of any violation of this contract or any other default of Shipper or consignee or their agents. All charges are earned in full upon Carrier’s agreement to transport the Shipment. Shipper will pay Carrier’s invoices in full and without deduction or offset within fifteen (15) days of the date of invoice. All payments shall be made in United States Dollars. Shipper shall be responsible for costs of making payment. Any payment which is past due shall be subject to an additional charge of one and 1.5% per month of the outstanding balance due or the maximum interest rate permitted by applicable law, whichever is less. Shipper is responsible for all collection costs, including reasonable attorney fees, incurred by Carrier in collecting amounts owed by Shipper. When a Shipment is tendered on a collect or third party billing basis, Shipper shall remain responsible for all charges not paid by the responsible party immediately when due. Claims for overcharges or duplicative payments shall be made in writing and are extinguished unless received by Carrier within two (2) years after the date of acceptance of the shipment by Carrier. Rates and charges for this Shipment shall be based on actual or dimensional weight, whichever is greater.
Lien.
Carrier shall have a lien on any and all documents and Shipments of Shipper under Carrier’s (or any transporting carrier’s) actual or constructive possession or control for monies owed to Carrier with regard to the Shipment on which the lien is claimed, prior Shipment(s) or both. In the event Carrier exercises its lien it shall notify Shipper of the exact amount of monies due and owing by Shipper. Carrier shall also notify Shipper of all storage and continuing charges accruing on Shipments subject to Carrier’s lien. Carrier may refuse to surrender possession of any Shipment(s) until such charges are paid. Carrier shall release its lien upon receipt of payment by Shipper of the total amount due. In the event Shipper does not satisfy Carrier’s lien within fifteen (15) days of Carrier’s exercise of the lien, Carrier shall have the right, but not the obligation, to sell such Shipment(s) at public or private sale or auction without further notice to Shipper.
Dispute Resolution and Governing Law.
Except to the extent governed by the Conventions, or compulsorily applicable laws that cannot be waived, these Conditions and the services provided by Carrier shall be governed by and subject to the laws of the State of Illinois without regard to the choice-of-law rules of Missouri or any other state or nation. SHIPPER AND CARRIER AGREE THAT ANY CLAIM OR DISPUTE ARISING FROM OR IN CONNECTION WITH CARRIER’S SERVICES, WHETHER UNDER FEDERAL, STATE, LOCAL, OR FOREIGN STATUTES, REGULATIONS, OR COMMON LAW, SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS SERVING THE CITY OF WILDWOOD, COUNTY OF ST. LOUIS, MISSOURI. SHIPPER AND CARRIER HEREBY CONSENT TO THE JURISDICTION OF SUCH COURTS. In the event Shipper files an action against Carrier, Shipper hereby consents to any Carrier-instituted transfer of such action to any other venue in which Carrier is a party or subsequently becomes a party to an action concerning loss, damage or delay to the cargo that is the subject of Shipper’s action. Should Carrier successfully defend itself or any legal actions brought by any party with an interest in this Shipment, Carrier shall be entitled to reasonable attorney fees and costs. If any provision of these Conditions is declared void, invalid or unenforceable by any court of law, the remaining provisions of these Conditions shall, to the extent permitted by such declaration, remain in full force and effect as though the void, invalid or unenforceable provisions were never a provision of these Conditions. No agent, servant or representative of the Carrier has authority to alter modify or waive any provisions of this contract.
Cargo Security Requirements.
Shipper acknowledges that Carrier, like all indirect air carriers, is required by the TSA to maintain an air cargo security program. If Shipper is acting as an agent, authorized representative, broker, carrier, consolidator, or other freight intermediary for any other person or entity, Shipper shall disclose that fact to Carrier and shall assist Carrier in complying with the TSA requirements by enabling Carrier to obtain any necessary documents from, or otherwise qualify, such other person or entity. As required by TSA regulations (49 C.F.R. § 1548.9(b)), Shipper hereby consents to a search or inspection of the cargo, including screening of the cargo. If Shipper, as the person who originates and tenders cargo for air transportation, or as such person’s representative, is an individual (natural person), such person shall advise Carrier of that fact, and Carrier shall, if required by law, provide Shipper or such person with a Privacy Act Notice.

(Multimodal) Bill of Lading Contract for Carriage

DEFINITIONS.
“Carrier” means Axis Worldwide Supply Chain & Logistics, Inc. on whose behalf this Bill of Lading has been issued as indicated on the face hereof, whether acting as carrier, bailee or agent.
“Carriage” means the whole or any part of the operations and services described by this document as undertaken by or on behalf of the Carrier in respect of the Goods.
“Container” means any container, trailer, transportable tank, flat rack, pallet, skid, drum or any similar article of transport.
“Dangerous or Hazardous Goods” means Goods classified, designated or described as dangerous by any statute, regulation, or the Dangerous Goods code issued by the International Maritime Organization and also includes any Goods which are or may be unstable or present a hazard or danger to the conveyance in which they are carried or to other property, goods or any person, whether or not the Goods are identified as dangerous by any authority.
“Goods” means any and all property (cargo) described on the face hereof or on an attached or referenced manifest, to specifically include live animals as well as containers, pallets or similar articles of transport or packaging not supplied by the Carrier, irrespective of whether such cargo is to be or is carried on or under deck.
“Merchant” means and includes the shipper, consignee, receiver, holder of this document, owner of the Goods, person entitled to the possession of the Goods, and any person, corporation, company or other legal entity having any interest in the Goods, or anyone acting on behalf of any such person or entity.
“Multi-Modal Transportation” means and refers to Carriage of Goods under this Bill of Lading which includes both Carriage by a Vessel and Carriage by one or more inland (surface) motor and/or rail carriers.
“Subcontractor” shall include all direct and indirect subcontractors of Carrier and their respective subcontractors, servants and agents, including vessel operators, motor and rail carriers, warehousemen, stevedores, and container freight stations.
“Vessel” means and includes the vessel set forth on the front page hereof, as well as any other vessel, ship, craft, lighter or other water conveyance used to perform the Carriage or upon which the Goods are loaded for any purpose.
APPLICABILITY OF THESE TERMS:
These Terms and Conditions for Carriage shall apply to all modes of Carriage utilized to transport the Goods, and the Carrier’s responsibility to the Merchant for the Goods shall terminate at the time of delivery under Clause 12. These Terms and Conditions of Carriage shall apply to all claims against the Carrier relating to the performance of the Carriage, whether the claim is founded in contract or in tort, including, but not limited to, claims for indemnity and contribution. In agreeing and accepting the terms of this document, or by tendering Goods for services to Carrier or its Subcontractors, the shipper acts for itself and also each Merchant and warrants it has authority of each Merchant to bind each Merchant to the terms of this document.
ENTIRE AGREEMENT AND SEVERABILITY:
1. In addition to the terms herein, Carriage of Goods is also subject to all of the terms and provisions of Carrier’s tariffs on file or published or required to be filed or published, as the case may be, with or by the Federal Maritime Commission or other regulatory body that may govern particular portions of the Carriage. The relevant provisions of the applicable tariff(s) are publicly accessible and/or shall be provided by Carrier or its representatives upon request. In case of inconsistency between this document and any applicable tariff(s), this document shall prevail except as otherwise required by law. Carrier’s services, if any, not covered by the terms herein, including any undertaking to file or submit any information, in any format, to any government regulatory agency, organization or similar entity on Merchant’s behalf and written authorization, whether in conjunction with the Bill of Lading or the Carriage contemplated herein, shall be governed by the Terms and Conditions of Service, as amended, available at https://axiswwsc.com/terms-conditions/.
2. This document and the incorporated tariff terms constitute the entire agreement of the parties. No servant or agent of Carrier shall have the power to terminate, waive or vary any term of this document unless such termination, waiver or variation is in writing and is specifically authorized or ratified in a writing signed by Carrier.
3. If any term herein is rendered unenforceable, such unenforceability shall attach only to the offending provision or part thereof and the remaining part of such provision and all other provisions herein shall continue in full force and effect.
NEGOTIABILITY OF DOCUMENT AND CARRIER’S RELEASE OF GOODS:
1. This Bill of Lading shall be a negotiable document of title only if consigned “to order,” or order of a named consignee. In all other circumstances, or in the event of ambiguity, this Bill of Lading shall be presumed to be non-negotiable.
2. If negotiable, an original bill of lading, properly endorsed, is required to be surrendered when the Goods are delivered. If the person receiving the Goods wishes to take delivery without surrender of an original endorsed bill of lading, and if Carrier agrees in its exclusive discretion to deliver the Goods without such surrender, the person receiving the Goods agrees to fully indemnify Carrier against all damages and liabilities which Carrier may incur as a result of delivering the Goods without such surrender. Upon surrender of one original bill of lading, all other original bills of lading will be immediately void. Negotiable bills of lading will in all events become void as a document of title six months after date of issuance, provided the terms of this document shall still apply and Carrier shall continue to be entitled to all rights and limitations of liability herein.
3. If this Bill of Lading is non-negotiable, delivery of the Goods may be made, at the sole discretion of the Carrier, to the nominated consignee without surrender of an original counterpart; such delivery shall constitute due delivery hereunder. Carrier may nevertheless in its exclusive discretion, but shall not be required to, demand surrender of an original endorsed non-negotiable bill of lading before release of the Goods.
4. Whether a negotiable bill of lading or a non-negotiable bill of lading, the person receiving the Goods in any and all events warrants their entitlement to such receipt and agrees to indemnify Carrier against all damages and liabilities which Carrier may incur as a result of releasing the Goods.
CARRIER’S SUBCONTRACTORS, SERVANTS AND AGENTS:
1. All or part of the Carriage may be performed by Subcontractors, servants and agents of the Carrier without prior notice of the same to Merchant. Carrier may freely engage such third parties in accordance with their applicable terms and conditions, which shall in all events be binding upon Merchant.
2. Claims or suits related to loss, damage, destruction or delay to goods may only be brought against Carrier. In the event a claim or suit is nevertheless brought against any Subcontractor, servant or agent of Carrier, that party is entitled to all exceptions, exemptions, defenses, immunities, limitations of liability, privileges and conditions granted or provided to Carrier under this document as a third party beneficiary. The aggregate liability and sum recoverable from the Carrier, its Subcontractors, servants and agents shall in no event exceed Carrier’s liability limit as provided by the terms and conditions of this contract for carriage.
DESCRIPTION AND COMPLIANCE OF GOODS, SOLAS WEIGHT CERTIFICATION, INSPECTION OF GOODS:
1. This document constitutes a receipt only for the external condition of the Goods visible to Carrier.
2. Merchant warrants that, unless special carriage is requested and paid for, the Goods are fit to be carried in an unventilated, unheated, unrefrigerated Container or other stowage space and withstand condensation / container “sweat.” Carrier shall not be liable for any, or the consequences of any, loss of or damage to the Goods arising from defects, breakdown, malfunction or stoppage of any temperature control equipment.
3. Merchant warrants that the description, marks, numbers and quantities of the Goods, as well as designation of Merchants, are accurate, complete and comply with all regulations. Merchant shall have the exclusive burden to provide verified gross mass (VGM) of Goods as obtained on calibrated and certified equipment. Carrier shall be entitled to rely on the accuracy of the weight information provided by Merchant for all purposes, including compliance with the VGM requirement under the Safety of Life at Sea Convention (SOLAS). Carrier shall be entitled to tender, counter-sign or endorse such certificates, weight tickets or other weight data provided by Merchant as Carrier’s own VGM to Subcontractors, including the Vessel operator. Merchant agrees to indemnify and hold Carrier harmless from any and all claims, losses, penalties and/or costs resulting from incorrect gross mass or other information provided by Merchant. Merchant shall pre-cool refrigerated containers, shall verify functionality and shall properly set thermostatic controls.
4. Merchant has the exclusive obligation to ensure, and hereby warrants, the Goods and Merchants are compliant with all relevant authorities and are legally eligible for Carriage in all respects under all relevant governing laws and regulations.
5. Without any obligation to do so, the Carrier shall have unrestricted liberty to inspect the packaging and contents of the Goods for any purpose and to inquire and verify the accuracy or sufficiency of information provided and to seek assurances. Any discrepancies may result in shipment delay, cancellation and/or additional charges assessed by the Carrier. The Carrier may disclose and report, whether on a mandatory or voluntary basis, any and all regulatory non-compliance to authorities; such authorities may exercise forfeiture and/or assess penalties against Merchant.
HAZARDOUS OR DANGEROUS GOODS:
1. Carrier may accept or reject at its exclusive discretion Dangerous or Hazardous Goods offered for transportation.
2. Merchant shall comply with applicable law relating to the Carriage of Dangerous or Hazardous Goods and shall inform Carrier in writing prior to tender of the Goods the exact nature of the danger or hazard. Merchant acknowledges and agrees that Carrier shall have no obligation to comply with any special handling instructions unless expressly agreed to by Carrier in writing prior to receipt. If the Goods are deemed a hazard to life or property in Carrier’s or any Subcontractor’s sole discretion, the Goods may at any place be unloaded and destroyed without liability and on the account of Merchant for costs. The burden of proving Carrier knew and accepted the exact nature of the danger and hazard constituted shall be upon Merchant.
3. If the Goods become a danger to life or property, they may in like manner be unloaded or landed at any place or destroyed or rendered harmless. If such danger was not caused by the fault and neglect of the Carrier, it shall have no liability and the Merchant shall indemnify the Carrier of all damages and liabilities arising therefrom.
LIMITED COGSA CLAUSE PARAMOUNT:
1. (CARRIAGE TO, FROM AND BETWEEN UNITED STATES PORTS) Whether or not applicable by force of law, and except as specifically provided in this Clause 8 and in Clause 9.1, the United States Carriage of Goods by Sea Act (“U.S. COGSA”), 46 U.S.C.
  §30701 (Note), is incorporated by reference as terms of this contract for Carriage whether the Goods are carried on or under deck, before the Goods are loaded on and/or after the Goods are discharged from the Vessel, and throughout the entire time the Goods are in the custody or are the responsibility of Carrier in performing the Carriage hereunder, whether acting as carrier or bailee. Nothing contained herein shall be deemed a surrender by Carrier of any of its rights or immunities or an increase of any of its responsibilities under U.S. COGSA.
2. (CARRIAGE TO AND FROM NON-UNITED STATES PORTS) Whether or not applicable by force of law, and except as specifically provided in this Clause 8 and in Clause 9.1, the Hague-Visby Rules are incorporated by reference as terms of this contract for Carriage whether the Goods are carried on or under deck, before the Goods are loaded on and/or after the Goods are discharged from the Vessel, and throughout the entire time the Goods are in the custody or are the responsibility of Carrier in performing the Carriage hereunder, whether acting as carrier or bailee. Nothing contained herein shall be deemed a surrender by Carrier of any of its rights or immunities or an increase of any of its responsibilities under the Hague-Visby Rules.
CARRIER’S LIABILITY:
1. Unless the shipper declares a higher value as provided at Clause 9.5, Carrier’s liability shall be limited as follows: (a) for loss or damage occurring during any portion of the Carriage governed by U.S. COGSA by force of law, Carrier’s liability shall be limited to a maximum of US$500 per package of the portion of Goods adversely affected, or for Goods not shipped in packages, per customary freight unit; (b) for loss or damage occurring during any portion of the Carriage governed by the Hague-Visby Carrier’s liability shall be limited to a maximum of two Special Drawing Rights (SDRs) per kilogram or 666.67 SDRs per package, or for Goods not shipped in packages, per customary freight unit, whichever is the greater and always subject to that portion of the Goods adversely affected; (c) for loss or damage occurring during transportation subject to any other mandatorily applicable law which cannot be waived, then pursuant to such mandatorily applicable law, in which case Carrier’s liability shall be limited to a maximum of the lesser of US$500 per Package or US$0.50 per pound of the portion of Goods adversely affected; (d) for loss or damage not subject to mandatorily applicable law, Carrier will not be liable except to the extent directly and proximately caused by Carrier’s failure to exercise reasonable care in respect of the Goods, in which case Carrier’s liability will Carrier’s liability shall be limited to a maximum of the lesser of US$500 per Package or US$0.50 per pound of the portion of Goods adversely affected; (e) for any financial loss other than loss or damage to Goods, Carrier’s liability is limited to US$50 per transaction or shipment; (f) in the event of loss or damage subject to mandatory applicable law which invalidates Carrier’s otherwise applicable maximum contractual liability hereunder, Carrier’s liability shall be limited to the lowest amount permissible by / in accordance with such applicable law.
2. In any and all events, nothing in this document shall constitute a surrender of any liability immunity or limitation inuring to Carrier’s benefit under any applicable law, even if such immunity or limitation by law results in a liability of Carrier less than the otherwise applicable maximum contractual liability hereunder.
3. For purposes of Carrier’s liability, when it cannot be ascertained at what stage of Multi-Modal Transportation the loss or damage occurred, it shall be presumed to have occurred during periods of inland (surface) transportation.
4. For purposes of Carrier’s liability, and for good and valuable consideration to Merchant in the form of freight rate, the package or customary freight unit shall be the object and unit referred to in the “No. of Pkgs.” column on the face of this document and in the absence of designation in such column shall be deemed the Container.
5. The Merchant may avoid the liability limitations hereunder, or any other liability limitation imposed by applicable law, by unequivocally declaring the value of the Goods for liability purposes to Carrier in writing prior to Carriage and paying Carrier an ad valorem freight rate in an amount quoted by Carrier, provision of which such quote will be deemed to be Carrier’s acceptance of Merchants’ request. Such declared value shall only be binding upon Carrier to the extent also memorialized and indicated on the face of this document. Carrier’s knowledge of the value of Goods and/or Merchant’s declaration of the value of the Goods to Carrier in regular course or for any other purpose, such as for Customs purposes, shall in no event constitute a declared value of the Goods to Carrier for liability purposes.
6. In no event shall Carrier be liable for special, incidental, indirect or consequential damages, including, but not limited to, lost profits, damages due to business interruption, or revenues or loss of merchantability of the Goods, whether or not Carrier had notice or knowledge that such may occur.
7. In no event shall Carrier’s aggregate liability exceed the actual value of any loss or damage or the replacement value of the Goods adversely affected, whichever is lower.
8. Carrier does not guarantee delivery of the Goods at the port of discharge or place of delivery at any particular time or to meet any particular market or use. Carrier shall have no liability for any direct or consequential damages arising from delay or failure to notify Merchant as to the actual arrival and/or delivery date of the Goods. In the event Carrier is nevertheless for any reason found liable for delay, Carrier’s liability shall in all circumstances be limited to the lesser of the liability calculated pursuant to Clause 9.1 hereunder or twice the amount of freight charges billed Merchant for the Carriage. If the Goods are not delivered within 90 days of anticipated delivery date, the Goods shall be deemed lost, in the absence of contrary evidence.
9. Notwithstanding anything herein to the contrary, Carrier shall in no event have any liability whatsoever for any loss, damage, delay or failure in performance hereunder arising from or attributable to: (a) circumstances of inherent defect, quality or vice of the Goods, including but not limited to wastage in bulk or weight; (b) defective or insufficient packing not reasonably fit to withstand the ordinary rigors of contemplated transportation; (c) insufficiency or inadequacy of marks on or description of Goods; (d) any act or omission of Merchant, its agent or representative; (e) unsuitable or defective container provided by Carrier if such unsuitability or defect would have been apparent to Merchant upon reasonable inspection; (f) arrest or restraint of princes, rulers of people or seizure under legal process, quarantine restrictions or embargo or any act of any public authority; (g) act, neglect or fault of the master, mariner, pilots or the servants of Carrier in the navigation or management of the Vessel; (h) any act of barratry; (i) perils, dangers, and accidents of the sea or other navigable waters; (j) saving or attempting to save life or property at sea or any deviation in rendering such service; (k) bursting of boilers, breakage of shafts or any latent defect in hull, equipment, machinery, hawsers or lines, unseaworthiness unless caused by want of due diligence by Carrier to make the Vessel seaworthy or to have her properly manned, equipped and supplied; (l) fire unless caused by the actual fault or privity of Carrier or its Subcontractors, servants or agents; (m) any force majeure event, to include but not be limited to, natural disasters, epidemics or other severe health crisis and associated containment efforts, strikes or lockouts or stoppage/restraint of labor from whatever cause, civil unrest, acts of war or armed conflicts and acts or threatened acts of public enemies, terrorists, pirates, hijackers or assailing thieves; (n) latent defects not discoverable by due diligence of Carrier or its Subcontractors, servants or agents; (o) any cause arising without the fault or privity of the Carrier, its Subcontractors, servants or agents.
10. Merchant shall indemnify Carrier against any claim by a third party or assignee of Merchant which imposes or attempts to impose upon Carrier any liability in connection with the Goods other than or in excess from that as provided herein, whether or not arising from negligence of Carrier, its Subcontractors, servants or agents.
METHOD AND ROUTE OF TRANSPORTATION
Without notice to the Merchant, Carrier has liberty and discretion to consolidate the Goods with other cargoes, carry the Goods on or under deck and to choose or substitute the method, means, route, mode and procedure to accomplish the Carriage.
MERCHANT LIABILITY FOR EQUIPMENT
Merchant assumes full responsibility for and shall indemnify Carrier against any loss of or damage to Containers and other equipment provided by Carrier or its Subcontractors which loss or damage occurs while in the possession or control of Merchant, its agents or vendors. Merchant shall indemnify and hold Carrier harmless from and against any loss of or damage to property of other persons or injuries to other persons caused by Containers or the Goods during handling by, or while in the possession or control of, Merchant, its agents or vendors. Merchant is liable for any and all detention, demurrage, cleaning or other charges incurred as a result of the failure to timely retrieve or return equipment in good condition, unless solely attributable to the gross negligence or intentional misconduct of Carrier.
DELIVERY
1. The Goods shall be deemed to be delivered when they have been delivered to or placed at the disposal of the Merchant or its agent in accordance with this Bill of Lading, or when the Goods have been delivered to any authority or other party to which, pursuant to the law or regulation applicable at the place of delivery, the Goods must be delivered or surrendered, or such other place at which the Carrier is entitled to call upon the Merchant to take delivery.
2. The Carrier shall also be entitled to store the Goods at the sole risk of the Merchant, and the Carrier’s liability shall cease upon the Carrier’s tender/delivery of the Goods to the appointed warehouse or storage facility. The cost of such storage shall be paid, upon demand, by the Merchant to the Carrier.
3. If at any time the Carriage is or is likely to be affected by any hindrance or risk of any kind (including the condition of the Goods) not arising from any fault or neglect of the Carrier, its Subcontractors or agents, the Carrier may: abandon the Carriage of the Goods and, where reasonably practicable, place the Goods or any portion of them at the Merchant’s disposal at any place that the Carrier may deem safe and convenient, whereupon delivery shall be deemed to have been made, and the responsibility of the Carrier in respect of such Goods shall cease. In such event, the Carrier shall be entitled to full freight and the Merchant shall pay any additional costs arising out of such event.
FREIGHT CHARGES AND EXPENSES TO MERCHANT
1. Freight charges and any other amounts owed in respect of the Goods, including any amounts owed pursuant to Carrier’s tariffs shall be paid without counterclaim or set-off, whether prepaid or payable at destination. Freight charges shall be deemed earned by the Carrier upon its receipt of the Goods. Earned freight charges are non-refundable.
2. Freight charges and all other amounts due Carrier for the Carriage are to be paid in the currency named in this Bill of Lading or, at the Carrier’s option, in the currency of the country of origin or destination.
3. The Merchant shall reimburse and indemnify the Carrier for any duties, taxes, demurrage, detention, charges, liabilities or other expenses whatsoever in connection with the Goods or arising from any breach of warranty by Merchant hereunder or from any cause or reason not exclusively attributable to a liability of Carrier, its Subcontractors, servants or agents. Without limiting the foregoing, Merchant is liable for any and all additional costs incurred by Carrier due to any assessment by a governmental authority, marine terminal operator, or other costs incurred by Carrier not anticipated at the time of booking and that are incurred through no fault of Carrier.
4. In the event Merchant breaches its warranty as to the accuracy and completeness of the description and the marks, numbers, quantities and weight of the Goods, resulting in a lower freight charge than should be due and owing carrier based upon actual correct and complete description, marks, numbers, quantities and weight of the Goods, it is agreed that a sum equal either to double the correct freight charges properly assessed based upon actual correct and complete description, marks, numbers, quantities and weight of the Goods, less the freight previously calculated or charged, shall be payable as liquidated damages to the Carrier. Such liquidated damages shall only relate to freight charges; Carrier reserves all rights to recover from Merchant other damages caused by Merchant’s breach of its warranty as to the accuracy and completeness of the description and the marks, numbers, quantities and weight of the Goods.
5. Notwithstanding the acceptance by the Carrier of instructions to collect freight charges or other expenses relating to the Carriage from any specific person, Merchant shall remain responsible for such monies on receipt of evidence of demand and the absence of payment for whatever reason. Shipper, consignee and bill-to parties are jointly and severally liable for all charges and expenses related to the Carriage. Charges may be reversed to the responsible parties if the Goods are refused delivery or in the event payment is not made by the original bill- to party.
LIEN
1. The Carrier shall have a general and continuing lien on any and all of the Merchant’s property for all advances, claims, costs, freight charges, duties, surcharges, general average expenses, salvage expenses, taxes, demurrage, money due and payable to the Carrier or any Carrier affiliate by Merchant, including any lien and collection-related costs, whether or not related to the Carriage of Goods under this document, a prior transaction / an unrelated claim and/or any combination of the foregoing. The lien on the Goods shall survive delivery. Carrier may sell the Goods privately or by public auction without notice to the Merchant. If upon sale of the Goods the proceeds fail to satisfy the amount due Carrier, together with the cost and expenses incurred, Carrier shall be entitled to recover any difference from Merchant.
2. If the Goods are unclaimed after 30 days from date the Goods are placed at the disposal of the Merchant, or whenever in the Carrier’s judgment the Goods will become deteriorated, decayed or worthless, the Carrier may, at its discretion and subject to its lien and without any responsibility attaching to it, sell, abandon, or otherwise dispose of the Goods solely at the risk and expense of the Merchant.
GENERAL AVERAGE
1. In the event of accident, danger, damage or disaster before or after the commencement of the Carriage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the Carrier and its Subcontractors, servants and agents are not responsible by statute, contract or otherwise, the Goods and the Merchant shall contribute in general average to the payment of any sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the goods.
2. Merchant shall defend, indemnify and hold harmless the Carrier, its Subcontractors, servants or agents in respect of any claim (and any expense arising therefrom) of a General Average which may be made against the Carrier and/or any of its Subcontractors, servants or agents. Merchant agrees to pay any and all sums or securities assessed by the General Average Adjuster for payments on account. Without limiting the foregoing, Merchant shall be responsible to post security in order to obtain release of Goods.
3. Neither the Carrier nor its Subcontractors, servants or agents shall be under any obligation to take any steps whatsoever to post security for General Average or to collect security for General Average contributions due from the Merchant. Notwithstanding the foregoing, Carrier is authorized at its discretion to act on behalf of the Goods in any salvage proceeding at the sole expense of Merchant, unless Merchant arranges for separate representation.
NOTICE OF CLAIM AND TIME FOR SUIT
1. Unless the Merchant provides written notice to the Carrier of the general nature of any loss or damage to the Goods at the time the Carrier delivers the Goods to the Merchant, such delivery by the Carrier is prima facie evidence of the Carrier’s delivery of the Goods in good order and condition.
2. Where the loss or damage is not apparent and/or latent, the same prima facie presumption shall apply if notice in writing is not given to Carrier within 3 days after the day when the Goods were delivered to the Merchant.
3. The Carrier shall be discharged of all liability unless suit is brought against the Carrier within one year from the date of delivery or the date on which the Goods should have been delivered.
MANDATORY VENUE, JURISDICTION, AND APPLICABLE LAW
1. Merchant agrees that all claims or disputes hereunder shall be determined under United States law solely in courts of appropriate subject matter jurisdiction serving St. Louis County, in the state of Missouri, and the Merchant and Carrier each agree to submit to the personal jurisdiction of such courts. In no event will Merchant challenge venue in, or personal jurisdiction of, any such court.