TERMS & CONDITIONS OF SERVICE
These terms and conditions of service constitute a legally binding contract between the ”Company” and the
“Customer”. In the event the Company renders services and issues a document containing Terms and
Conditions governing such services, the Terms and Conditions set forth in such other documents(s) shall
govern those services.
1. Definitions.
(a) "Company" shall mean MAINFREIGHT, INC., its subsidiaries, related companies, agents and/or
representatives;
(b) "Customer" shall mean the person for which the Company is rendering service, as well as its agents
and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured
parties, warehousemen, buyers and/or sellers, shipper's agents, insurers and underwriters, break-bulk
agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these
terms and conditions of service to all such agents or representatives;
(c) "Documentation" shall mean all information received directly or indirectly from Customer, whether in
paper or electronic form;
(d) "Ocean Transportation Intermediaries" ("OTI") shall include an "ocean freight forwarder" and a "non-vessel operating carrier";
(e) "Third parties" shall include, but not be limited to, the following: "carriers, truckmen, cartmen,
lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to which the goods are
entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise".
2. Company as agent.
The Company acts as the "agent" of the Customer for the purpose of performing duties in connection with
the entry and release of goods, post entry services, the securing of export licenses, the filing of export
documentation on behalf of the Customer and other dealings with Government Agencies: as to all other
services, Company acts as an independent contractor
3. Limitation of Actions.
(a) Unless subject to a specific statute or international convention, all claims against the Company for a
potential or actual loss, must be made in writing and received by the Company, within ninety (90) days of
the event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to
any suit or action commenced by Customer.
(b) All suits against Company must be filed and properly served on Company as follows:
(i) For claims arising out of ocean transportation, within one (1) year from the date of the loss;
(ii) For claims arising out of air transportation, within two (2) years from the date of the loss;
(iii) For claims arising out of the preparation and/or submission of an import entry(s), within seventy-five
(75) days from the date of liquidation of the entry(s);
(iv) For any and all other claims of any other type, within two (2) years from the date of the loss or damage.
4. No Liability for the Selection or Services of Third Parties and/or Routes.
Unless services are performed by persons or firms engaged pursuant to express written instructions from
the Customer, Company shall use reasonable care in its selection of third parties, or in selecting the
means, route and procedure to be followed in the handling, transportation, clearance and delivery of the
shipment; advice by the Company that a particular person or firm has been selected to render services with
respect to the goods, shall not be construed to mean that the Company warrants or represents that such
person or firm will render such services nor does Company assume responsibility or liability for any
action(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or
loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a
third party; all claims in connection with the Act of a third party shall be brought solely against such party
and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the
Customer, which shall be liable for any charges or costs incurred by the Company.
5. Quotations Not Binding.
Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the
Company to the Customer are for informational purposes only and are subject to change without notice; no
quotation shall be binding upon the Company unless the Company in writing agrees to undertake the
handling or transportation of the shipment at a specific rate or amount set forth in the quotation and
payment arrangements are agreed to between the Company and the Customer.
6. Reliance on Information Furnished.
(a) Customer acknowledges that it is required to review all documents and declarations prepared and/or
filed with the Customs Service, other Government Agency and/or third parties, and will immediately advise
the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration filed on
Customer's behalf;
(b) In preparing and submitting customs entries, export declarations, applications, documentation and/or
export data to the United States and/or a third party, the Company relies on the correctness of all
documentation, whether in written or electronic format, and all information furnished by Customer;
Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify
and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by
reason of the Customer's failure to disclose information or any incorrect or false statement by the Customer
upon which the Company reasonably relied. The Customer agrees that the Customer has an affirmative
non-delegable duty to disclose any and all information required to import, export or enter the goods.
7. Declaring Higher Value to Third Parties.
Third parties to whom the goods are entrusted may limit liability for loss or damage; the Company will
request excess valuation coverage only upon specific written instructions from the Customer, which must
agree to pay any charges therefor; in the absence of written instructions or the refusal of the third party to
agree to a higher declared value, at Company's discretion, the goods may be tendered to the third party,
subject to the terms of the third party's limitations of liability and/or terms and conditions of service.
8. Insurance.
Unless requested to do so in writing and confirmed to Customer in writing, Company is under no obligation
to procure insurance on Customer's behalf; in all cases, Customer shall pay all premiums and costs in
connection with procuring requested insurance.
9. Disclaimers; Limitation of Liability.
(a) Except as specifically set forth herein, Company makes no express or implied warranties in connection
with its services;
(b) Subject to (d) below, Customer agrees that in connection with any and all services performed by the
Company, the Company shall only be liable for its negligent acts, which are the direct and proximate cause
of any injury to Customer, including loss or damage to Customer's goods, and the Company shall in no
event be liable for the acts of third parties;
(c) In connection with all services performed by the Company, Customer may obtain additional liability
coverage, up to the actual or declared value of the shipment or transaction, by requesting such coverage
and agreeing to make payment therefor, which request must be confirmed in writing by the Company prior
to rendering services for the covered transaction(s).
(d) In the absence of additional coverage under (c) above, the Company's liability shall be limited to the
following:
(i) where the claim arises from activities other than those relating to customs brokerage, $50.00 per
shipment or transaction, or
(ii) where the claim arises from activities relating to "Customs business," $50.00 per entry or the amount of
brokerage fees paid to Company for the entry, whichever is less;
(e) In no event shall Company be liable or responsible for consequential, indirect, incidental, statutory or
punitive damages even if it has been put on notice of the possibility of such damages.
10. Advancing Money.
All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to
Customer; the granting of credit to a Customer in connection with a particular transaction shall not be
considered a waiver of this provision by the Company.
11. Indemnification/Hold Harmless.
The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or
liability arising from the importation or exportation of Customer’s merchandise and/or any conduct of the
Customer, which violates any Federal, State and/or other laws, and further agrees to indemnify and hold
the Company harmless against any and all liability, loss, damages, costs, claims and/or expenses,
including but not limited to reasonable attorney’s fees, which the Company may hereafter incur, suffer or be
required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against
the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company.
12. C.O.D. or Cash Collect Shipments.
Company shall use reasonable care regarding written instructions relating to "Cash/Collect" or "Deliver
(C.O.D.)" shipments, bank drafts, cashier's and/or certified checks, letter(s) of credit and other similar
payment documents and/or instructions regarding collection of monies but shall not have liability if the bank
or consignee refuses to pay for the shipment.
13. Forfeiture of Discounts and Costs of Collection.
All discounts offered, as indicated on the invoice faces, are forfeited should Customer fail to comply in all
respects with payment terms. In any dispute involving monies owed to Company, the Company shall be
entitled to all costs of collection, including reasonable attorney’s fees and interest at 15% per annum or the
highest rate allowed by law, whichever is less, unless a lower amount is agreed to by Company.
14. General Lien and Right to Sell Customer's Property.
(a) Company shall have a general and continuing lien on any and all property of Customer coming into
Company's actual or constructive possession or control for monies owed to Company with regard to the
shipment on which the lien is claimed, a prior shipment(s) and/or both;
(b) 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 on-going 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.
(c) Unless, within thirty days of receiving notice of lien, Customer posts cash or letter of credit at sight, or, if
the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due, in
favor of Company, guaranteeing payment of the monies owed, plus all storage 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.
15. No Duty to Maintain Records for Customer.
Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended, (19 USC
§§1508 and 1509) it has the duty and is solely liable for maintaining all records required under the Customs
and/or other Laws and Regulations of the United States; unless otherwise agreed to in writing, the
Company shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but
not act as a "recordkeeper" or "recordkeeping agent" for Customer.
16. Obtaining Binding Rulings, Filing Protests, etc.
Unless requested by Customer in writing and agreed to by Company in writing, Company shall be under no
obligation to undertake any pre- or post Customs release action, including, but not limited to, obtaining
binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.
17. Preparation and Issuance of Bills of Lading.
Where Company prepares and/or issues a bill of lading, Company shall be under no obligation to specify
thereon the number of pieces, packages and/or cartons, etc.; unless specifically requested to do so in
writing by Customer or its agent and Customer agrees to pay for same, Company shall rely upon and use
the cargo weight supplied by Customer.
18. No Modification or Amendment Unless Written.
These terms and conditions of service may only be modified, altered or amended in writing signed by both
Customer and Company; any attempt to unilaterally modify, alter or amend same shall be null and void.
19. Compensation of Company.
The compensation of the Company for its services shall be included with and is in addition to the rates and
charges of all carriers and other agencies selected by the Company to transport and deal with the goods
and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue
received by the Company from carriers, insurers and others in connection with the shipment. On ocean
exports, upon request, the Company shall provide a detailed breakout of the components of all charges
assessed and a true copy of each pertinent document relating to these charges. In any referral for
collection or action against the Customer for monies due the Company, upon recovery by the Company,
the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee.
20. Severability.
In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in
such event the remainder hereof shall remain in full force and effect.
21. Governing Law; Consent to Jurisdiction and Venue.
These terms and conditions of service and the relationship of the parties shall be construed according to
the laws of the State of California without giving consideration to principles of conflict of law. All disputes
arising hereunder shall be resolved at Los Angeles County, California and at no other place.
Customer and Company
(a) irrevocably consent to the jurisdiction of the State and Federal courts located in the County of Los
Angeles, State of California.
(b) agree that any action relating to the services performed by Company, shall only be brought in said
courts;
(c) consent to the exercise of in personam jurisdiction by said courts over it, and
(d) further agree that any action to enforce a judgment may be instituted in any jurisdiction.