Red Arrow Logistics Terms and Conditions
By tendering a shipment to Red Arrow Logistics (“Red Arrow”), Shipper agrees to all of the terms and conditions (“T&Cs”) set forth below and to any rates (including fees, charges, and surcharges) quoted to Shipper prior to such tender. These T&Cs supersede and negate any claimed, alleged, or asserted oral or written contract, promise, representation, or understanding between the parties except with respect to any written agreement that expressly references and supersedes these T&Cs and is signed by authorized representatives of each party. If the cargo is subject to any bill of lading or waybill or any other shipping document issued by Red Arrow as a carrier, such bill of lading or waybill will govern in the event of a dispute between these T&Cs and such document except to the extent otherwise mandated by compulsorily applicable law. These T&Cs may be modified only by written agreement signed by both Shipper and an officer of Red Arrow. Shipper hereby acknowledges and agrees that Red Arrow, as a carrier, freight forwarder or property broker, may contract with underlying service providers in order to arrange for transportation under these T&Cs. Shipper consents to all such instances of such brokering or contracting. Any service provider used by Red Arrow Logistics to perform any services under these T&Cs including, but not limited to, any carriage covered by a bill of lading, waybill or similar document, will be entitled to all limitations and exclusions to and from liability and all other protections to which Red Arrow is entitled pursuant to these T&Cs.
2. SHIPPER’S RESPONSIBILITIES
Shipper shall comply with all federal, state, local, and foreign laws applicable to the shipment(s), including but not limited to all customs, import, export, and re-export laws of any country to, from, through, or over which the shipment may be carried. Shipper shall furnish such information and complete and attach to the bill of lading or waybill or other shipping documents such documents as are necessary to comply with such laws. Shipper shall ensure that each package is accurately and completely described on the shipping document, is properly marked and addressed, is packaged adequately to protect the enclosed goods to ensure safe transportation with ordinary care in handling, and, except as noted in writing, is in good order and condition. Shipper shall be responsible for the use of certified equipment to calibrate the weight of cargo and shall properly load, stow, brace, and seal all cargo in containers or ULDs. If Shipper wishes to tender cargo requiring special care or handling, including, but not limited to, shipments requiring temperature or humidity control, Shipper must give written notice to Red Arrow of such requirements and must obtain the written acknowledgment of Red Arrow to comply with such instructions prior to physical tender of the shipment. Red Arrow shall have no obligation to comply with any special handling instructions unless acknowledged by Red Arrow in writing prior to pick-up of the shipment. With respect to shipments requiring temperature control, Shipper shall provide Red Arrow with written notification of appropriate temperature ranges and shall ensure that the shipment is at the proper temperature at the time of tender. Red Arrow’s sole obligation with respect to requests for temperature-controlled service shall be to arrange for transportation in cargo holds or containers that are set within appropriate temperature ranges. In no event shall Red Arrow have any responsibility with respect to packaging of the shipment itself, including but not limited to, any obligation to open any packaging or otherwise ensuring that the internal contents or temperatures of any package tendered by Shipper remain within appropriate ranges. Nor will Red Arrow have any responsibility to remove or replace any cold packs or other devices included in shipment packaging for the purpose of maintaining approved temperature ranges. Shipper hereby acknowledges that Red Arrow may reject, abandon and/or release any item consigned by Shipper to Red Arrow that Red Arrow has declared to be unacceptable or which Shipper has undervalued for customs purposes or misdescribed on the shipping documents, whether intentionally or otherwise, without incurring any liability whatsoever to Shipper. Shipper agrees to save and defend, indemnify and hold Red Arrow harmless from all claims, damages, fines, losses and expenses arising from a failure to comply with this Section. Red Arrow only purchases first party cargo insurance by written agreement with Shipper in advance, and only upon Shipper’s payment of the premium quoted.
3. HAZARDOUS MATERIALS
All packages containing hazardous materials/dangerous goods shall be limited to the materials and quantities authorized for air transportation under the U.S. Department of Transportation hazardous materials transportation regulations (49 C.F.R. Parts 171, 172, and 173), the current edition of the International Air Transport Association (IATA) Dangerous Goods Regulations, or the current edition of the International Maritime Dangerous Goods Code (together “Regulations”) and any other rules and regulations applicable to such shipments. Shipper and its agents shall comply with the Regulations regardless of the routing or the mode by which the shipment is transported. Each shipment requiring a Shipper’s Declaration for Dangerous Goods under the Regulations shall be accompanied by properly executed documents in conformance with the requirements of the Regulations. If a shipment contains hazardous materials/dangerous goods, the contents shall be – and Shipper hereby certifies they are – fully and accurately described on the bill of lading or waybill or other shipping document by proper shipping name and are classified, packaged, placarded, marked and labeled, and in proper condition for carriage by air or sea (or, if tendered for other mode of transportation, then for carriage by such other mode) according to the Regulations and any other applicable national governmental regulations. Shipper hereby declares that all of the applicable air and sea transport requirements have been met.
4. TERM AND LOCATIONS OF ACCEPTANCE
These T&Cs are intended to cover any and all shipments tendered by Shipper to Red Arrow and shall apply each time Shipper tenders or arranges for a tender of, and Red Arrow accepts, a shipment. This Agreement shall not, however, require Shipper to tender, or Red Arrow to accept, any particular shipment or any minimum number of shipments. Red Arrow is hereby authorized and instructed to accept shipments tendered by Shipper, or at Shipper’s request, at any location of Shipper, of Shipper’s divisions, subsidiaries, parent companies, affiliates, or other entities controlling, controlled by, or under common control with Shipper, of Shipper’s designated representative, or of third-party premises designated by Shipper.
5. CARGO SECURITY AND CONSENT TO INSPECT
Shipper acknowledges that Red Arrow Logistics, like all Indirect Air Carriers, is required by the federal Transportation Security Administration (“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 Red Arrow and shall assist Red Arrow in complying with all TSA requirements by enabling Red Arrowto 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 an inspection of all cargo including all screening of cargo tendered for shipment.
6. LIMITATIONS ON LIABILITY, U.S. DOMESTIC SHIPMENTS.
Subject to Section 10 (Maximum Liability):
(a) Air Shipments. In consideration of the service level and/or rates offered for any shipments tendered for transit by air, other than international transportation by air with respect to which Red Arrow has issued an air waybill in Red Arrow own name which services are governed by Section 7 below, and without regard to whether such shipment actually moves, in whole or in part, by air, rail, or motor carrier, Shipper agrees that Red Arrow shall only be liable for damage, loss or delay to goods resulting from its negligence or fault and that its liability is limited to the lesser of the following:
The value of the goods actually damaged, lost, or delayed;
U.S. $0.50 per pound (where no value is declared) multiplied by the number of pounds that are damaged, lost, or delayed, but not less than U.S. $50.00 per shipment; or
In the case of a declared value, the declared value of the goods actually damaged, lost, or delayed.
(b) Truck Shipments. For any shipments transported by motor carrier where Red Arrow acts a a property broker, Shipper agrees that Red Arrow shall only be liable for damage, loss, or delay resulting from its negligence or fault in arranging for the transportation and in that event that its liability is limited to least of the following:
The value of the goods actually damaged, lost, or delayed;
U.S. $0.50 per pound (where no value is declared) multiplied times number of pounds that are actually damaged, lost, or delayed, but not less than U.S. $50.00 per shipment; or
In the case of a declared value, the declared value of the goods damaged, lost, or delayed.
7. LIMITATION ON LIABILITY, INTERNATIONAL SHIPMENTS.
Subject to Section 10 (Maximum Liability):
(a) If the carriage involves an ultimate destination or stop in a country other than the country of departure, the Convention, if applicable, shall govern the shipment – where the “Convention” means the Convention for the Unification of Certain Rules relating to International Carriage by Air, done at Montreal, May 28, 1999, except that such term shall mean the Convention for the Unification of Certain Rules relating to International Carriage by Air, signed in Warsaw on October 12, 1929 (“Warsaw Version”) in the case of shipments to which the Warsaw Version is applicable, or the Warsaw Version, as amended by the Hague Protocol in 1955 (“Hague Version”) in the case of shipments to which the Hague Version is applicable, or the Hague Version as amended by Protocol No. 4 of Montreal, 1975 (“Montreal Version”) in the case of shipments to which the Montreal Version is applicable, including subsequent amendments and addendums. Where the Convention applies, Red Arrow’s liability for all proven loss, damage, or delay to cargo is limited to 21 Special Drawing Rights per kilogram, unless a higher value is declared in advance by Shipper and a supplementary charge is paid to Red Arrow.
(b) Ocean Shipments. In consideration of the service level and/or rates offered for any shipments tendered for transport by ocean or water, in whole or in part, without regard to whether such shipment actually moves by ocean, rail or motor carrier, Shipper agrees that Red Arrow shall only be liable for damage, loss, or delay resulting from its negligence or fault and that its liability is limited to the lesser of the following:
The value of the goods actually damaged, lost, or delayed;
U.S. $500.00 per package (A “package” shall constitute the entire intermodal shipping container or trailer where the shipment is tendered as a complete container or is transported under a rate for the exclusive use of a container). Where the shipment is tendered as less than an intermodal shipping container or trailer in volume and weight and is consolidated with other shipments into an intermodal shipping container or trailer, Red Arrow’s maximum liability shall be U.S. $500.00 for the entire container, or;
In the case of a declared value, the declared value of the goods actually damaged, lost, or delayed.
To the extent not inconsistent with this provision, all other requirements and terms of the Carriage of Goods by Sea Act (“COGSA”) shall apply to the liability of Red Arrow Logistics for Ocean Shipments hereunder.
8. WHEN SHIPPER TENDERS AN INTERNATIONAL SHIPMENT
(a) By tendering or entering a shipping document, Shipper authorizes Red Arrow to prepare and sign on Shipper’s behalf any required international shipping document and to otherwise arrange for services of third parties on the usual terms and conditions on which the third parties offer services, and (b) Red Arrow hereby reserves the option to act as agent of the carrier, instead of as a carrier, in which event the carrier’s terms and conditions shall apply to the Shipment.
9. DECLARATION OF VALUE. WHEN SHIPPER DECLARES A VALUE, ADDITIONAL CHARGES SHALL APPLY
For shipments having declared value over the applicable limitation, Red Arrow shall be given advance written notice prior to pick up, and Shipper agrees to pay any excess valuation charge assessed by Red Arrow. In the event Shipper declares a lesser value than the actual value of the merchandise in the shipment, Red Arrow’s liability shall be limited to the applicable percentage of value declared and not the entire amount declared on the airway bill, ocean bill of lading or other shipping document.
10. MAXIMUM LIABILITY
Red Arrow’s maximum liability for aggregate losses at any one time at any one place is limited to U.S. $100,000.00.
11. LIABILITIES NOT ASSUMED
(a) RED ARROW SHALL NOT BE LIABLE for any loss, damage, or delay arising out of Shipper’s acts or omissions, including, but not limited to, improper packing, securing, marking or addressing; loss or damage to materials not acceptable for transport or prohibited items; for loss or damage to cargo within sealed containers or that are tendered to Red Arrow “shipper’s load and count”, or to loss or damage that is concealed or not apparent upon visible inspection at the time of tender to Red Arrow, or for any loss, damage or delay caused by events Red Arrow cannot control, including, but not limited to, electrical or magnetic injury, erasure, acts of God; public authorities acting with actual or apparent authority; strikes; labor disputes; weather; mechanical failures; aircraft failures; unavailability, in whole or in part, of fuel; civil commotions; acts or omissions of customs or quarantine officials; the nature of the freight or any defects thereof; public enemies; hazards incident to a state of war; acts of terrorism; and by acts, defaults, or omissions of Shipper or consignee for failure to observe the terms and conditions of the contract of carriage contained in this shipping document.
(b) RED ARROW SHALL NOT BE LIABLE for consequences of failure to pick-up, transport, or deliver any shipment by a specific date or a specific time, regardless of the cause of such delay.
(c) RED ARROW SHALL NOT BE LIABLE IN ANY EVENT FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, INCOME, UTILITY, INTEREST, OR LOSS OF MARKET, WHETHER OR NOT RED ARROW HAD KNOWLEDGE THAT SUCH DAMAGE MIGHT BE INCURRED.
(d) RED ARROW SHALL NOT BE LIABLE in any event for damage to electronic or photographic images or recordings in any form.
(e) When Red Arrow acts as a property broker within the meaning of 49 USC 13102(2),
The following provisions shall apply to all claims for loss, damage, delay, or shortage:
(a) Air Shipments. Shipper must give Red Arrow and the underlying air carrier written notice of any claim for damage, shortage or loss within 10 days after delivery of the shipment, and for delay within 17 days after the day of tender to Red Arrow.
(b) Ocean Shipments. Shipper must give Red Arrow and the underlying ocean carrier written notice of any claim for damage, shortage or loss within 10 days after the delivery of the shipment, and for delay within 30 days after the day of tender to Red Arrow.
(c) Truck Shipments. Shipper must give Red Arrow and the underlying trucker written notice of any claim for damage, shortage, or loss within 30 days after delivery of the shipment, and for delay within 45 days after the day of tender to Red Arrow.
(d) Notice of Claim. The notice of claim shall include complete consignor and consignee information, the waybill, bill of lading or shipment reference number, the date of the shipment, the number of the pieces, and the shipment weight. Failure to provide Red Arrow with notice in the manner and within the time limits set forth herein shall result in the claim or any related lawsuit being absolutely and forever barred.
All original shipping containers, packages and contents, as well as any governmental agency investigation reports, shall be made available for Red Arrow’s inspection and retained until the claim is resolved. Except as otherwise provided herein, the receipt of the shipment by the consignee without prompt written notice of damage on the waybill or delivery receipt shall be construed as prima facie evidence that the shipment was delivered in good condition.
Shipper’s failure to provide notice of claim as set forth herein shall be a complete defense by Red Arrow as to any claim for damages, loss, delay, offsets, deductions or legal action or suits by Shipper. Under no circumstances shall Red Arrow be liable for loss or damage to external shipping containers used in the transportation of the shipment.
13. MATERIAL NOT ACCEPTABLE FOR TRANSPORT
Unless otherwise expressly provided in a separate written agreement signed by both Shipper and an officer of Red Arrow, and subject to any conditions or restrictions contained therein, the following articles shall not be accepted for carriage: any shipment prohibited by law; blood, urine, bodily fluids, and other diagnostic specimens; firearms or ammunition; fireworks; tobacco products; plants and plant materials; fragile items; live animals; animal remains; shipments requiring special licenses for their transportation; original works of art; antiques; bonds; collectible stamps; coins of any kind; currency; currency equivalents; furs; fur clothing; gems or stones (cut or uncut); industrial diamonds; gold or silver jewelry; pearls; precious metals; negotiable securities; time sensitive written material (such as: contract bids, proposals); household goods and/or personal effects; one-of-a-kind articles or models, prototypes; and anything with an unusual or extraordinary value. Red Arrow shall not be liable for any loss, damage, delay, liabilities, or penalties resulting from the transportation of any of the foregoing articles, however described or misdescribed in the shipping documents. Red Arrow reserves the right to reject any shipment for any reason, including but not limited to safety or security concerns. The value of shipments involving documents, records and data records, without limitation as to the type, including but not limited to electronic or paper hard copy, shall be limited to the value of the actual media upon which it is contained. As such, electronic records will be considered of no greater value than the lesser of the cost to repair, cost to replace, actual value, released value or declared value of the tape, disc or other media being transported. Further, no costs, expenses, or claims of any nature will be assumed or accepted which is associated with the replication, duplication or recreation of lost data. In the case of paper documents, the value shall be limited to the value of the paper without reference to any legal rights or obligations evidenced thereby. The foregoing shall apply regardless of declarations made or documentation on any shipment paperwork.
14. COLLECT ON DELIVERY (C.O.D.)
C.O.D. service is provided only if Shipper has an account with Red Arrow and only under the following conditions: (a) Shipper shall identify the shipment as a C.O.D. shipment by entering the amount to be collected in the “C.O.D. Amount” Box on the front of the shipping document; (b) Shipper shall specify the type of payment that shall be obtained (for example, cash, check, money order, or cashier’s check) in the “Special Instructions” Box on the front of the shipping document; (c) Red Arrow does not guarantee or verify that a check, money order, cashier’s check, or other such financial instrument is valid or negotiable; all payments are collected at Shipper’s risk; and (d) each shipping container shall be clearly marked C.O.D. and the amount to be collected shall be marked on the side of the container containing the address label.
15. SUBSTITUTION OF ROUTING, MODE, CARRIER, OR EQUIPMENT
Shipper hereby authorizes Red Arrow to choose or select any shipment routing, alternative carrier, alternative mode of transport, or equipment (regardless of what may be shown on the face of the shipping documents) for any reason in order to attempt to meet the service level Shipper has requested, including any express motor carrier or other company to transport this shipment. Transportation of any shipment is subject to availability of equipment and the space therein.
16. PRICING AND ACTUAL/DIMENSIONAL WEIGHT
Rates and charges for the carriage of the shipment by Red Arrow shall be as established by separate agreement orally or in writing by the parties prior to shipment and shall be based on actual or dimensional weight, whichever is greater. Dimensional weight is calculated by dividing the cubic inches (Length X Width X Height) by 194 for domestic shipments or by 166 for international shipments.
17. LIABILITY FOR CHARGES AND CLAIMS
Shipper, the consignee, and any third party having an interest in the shipment, shall be liable, jointly and severally, (a) for all unpaid charges on account of a shipment pursuant to this contract, including but not limited to, transportation charges and possible surcharges; customs and duty assessments, including fees related to Red Arrow’s prepayment of same; governmental penalties and fines; taxes; any costs Red Arrow may incur in returning the shipment to Shipper or warehousing the shipment pending disposition; any detention (per diem) or demurrage charges, and the cost of collection of all such charges, including court costs and attorneys’ fees; and (b) to pay, reimburse, defend, indemnify, and hold Red Arrow harmless from and against (i) all such charges and (ii) any claims, fines, penalties, damages, costs, or other sums that may be incurred by Red Arrow arising out of or in connection with Shipper’s (including Shipper’s agents’ or employees’) negligence, gross negligence, willful misconduct, other culpable acts or omissions, and any breach or violation of these T&Cs.
18. LOSS, DAMAGE EXPENSE DUE TO DELAY
Unless the services to be performed by Red Arrow are delayed by reason of the negligence or other fault of Red Arrow, Red Arrow shall not be responsible for any loss, damage or expense incurred by the Shipper because of such delay. In the event Red Arrow is at fault, as aforesaid, its liability is limited in accordance with the provisions of paragraphs 6-7 above.
Red Arrow shall submit invoices in accordance with the requirements of any applicable regulations governing regulated transportation. Red Arrow will retain delivery receipts and proofs of delivery which will be provided upon specific request in accordance with the provisions of these rules.
20. COLLECTION AND PAYMENT OF CHARGES
Except as otherwise provided in this rule, transportation charges will be collected by Red Arrow at the time shipments are delivered. Upon written approval by Red Arrow, Red Arrow shall make delivery in advance of the payment of charges by extending credit for a period of thirty (30) days or less from the date of invoicing. All charges must be paid by Shipper within the thirty (30) day credit term. Red Arrow advances monies and pays third parties on Shipper’s behalf. Red Arrow serves only as Shipper’s agent and as such the Shipper is responsible for any liabilities. Red Arrow acts in the capacity of an “agent” on behalf of Shipper. Shipper agrees to immediate reimbursement to Red Arrow of all paid out costs of forwarding freight without delay or offset plus Red Arrow’s premium within terms even if a subsequent error is discovered as to any monies advanced or paid by Red Arrow on behalf of Shipper. Customs duties, transportation charges, and related payments advanced by Red Arrow shall be deemed paid in trust on behalf of the Shipper and treated as pass through payments made on behalf of the Shipper for which Red Arrow is acting as a mere conduit.
21. PAYMENT WITHOUT OFFSET
Shipper and/or consignee shall pay all freight charges when due without offset or deduction for any cause, including but not limited to, cargo claims. All claims for loss or damage shall be governed by these T&Cs and neither Shipper nor consignee shall deprive Red Arrow of proper cargo insurance adjustment by unilateral deduction of claims from payment of freight charges due.
22. INTEREST ON PAST DUE ACCOUNTS; COSTS OF COLLECTION
Customer and shippers agree to pay interest of 1.5% per month that accrues on the past due principal, plus 20%collection costs added to the principal and accrued interest, plus upon retention of counsel attorney fees of 25% added to the principal, accrued interest, and collection costs, plus reimbursement of all court costs.
23. LIEN AND RIGHT TO SELL CUSTOMER’S PROPERTY
Red Arrow shall have a general and continuing lien on any and all shipments and related documents under Red Arrow’s actual or constructive possession or control for monies owed to Red Arrow with regard to the shipment on which the lien is claimed, prior shipment(s), or both. Customer must post cash or letter of credit, or, if the amount due is in dispute, procure a bond acceptable to Red Arrow equal to 110% of the total amount due guaranteeing payment of the monies owed, plus all storage charges accrued. In the event Red Arrow exercises its lien, it shall notify Shipper of the exact amount of monies due and owing by Shipper. Red Arrow shall also notify Shipper of all storage and continuing charges accruing on shipments subject to Red Arrow’s lien. In the event Shipper does not satisfy Red Arrow’s lien within fifteen (15) calendar days of Red Arrow’s notification of intent to exercise its lien, Red Arrow shall have the right, but not the obligation, to sell such shipment(s) at public or private sale or auction.
24. PRIVACY ACT NOTICE
If Shipper is an individual seeking to tender cargo for air transportation, Shipper shall advise Red Arrow of that fact, and Red Arrow shall, if required by law, provide Shipper with a Privacy Act Notice.
25. GENERAL PROVISIONS
In the event any portion of these T&Cs is found to be void under applicable laws, all other provisions of these T&Cs shall remain in effect. The failure or delay on the part of either party to exercise any right that is not subject to an express time limitation shall not operate or be construed to operate as a waiver of that right.
26. TIME FOR SUIT
Red Arrow shall be discharged of all liability unless suit arising out of or related to these T&Cs is brought in the proper forum within one year after the delivery of the goods or the day that the goods should have been delivered. In the event that a one-year time period shall be found contrary to any convention or law that is compulsorily applicable, the period prescribed by such convention or law shall apply. Should Red Arrow successfully defend itself for any legal actions brought by any party with an interest in this shipment, Red Arrow shall be entitled to reasonable attorney fees and costs.
27. APPLICABLE LAW AND CHOICE OF FORUM
Shipper and Red Arrow agree that any claim or dispute arising under or in connection with these T&Cs may be brought in the federal or state courts of any state and shall be governed by federal law, provided however that Shipper agrees in advance to any change in venue if requested in writing by Red Arrow and Shipper consents in advance to the personal jurisdiction of any court requested by Red Arrow.
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