Red Arrow Logistics Terms and Conditions
“Charges” includes freight and all charges for Services and all expenses, costs, detention, demurrage, and any other money obligations arising out of or in any way related to the Services or the Goods, and all collection costs for freight and other amounts due from the Customer, including reasonable attorneys’ fees and court costs.
“Customer” includes the consignor, shipper, consignee, owner of the Goods, and any person lawfully acting on behalf of any of those persons.
“Goods” means articles of every kind and description, including their packaging, containers, or other shipping units or materials, as to which Customer desires for Red Arrow Logistics to perform or arrange Services.
“Person” means any natural person, firm, partnership, joint venture, corporation, or any other legal entity.
“Services” includes ocean, air, and truck transportation, customs brokerage, warehousing and distribution services, packaging, crating, and rigging, and other logistics and transportation-related services, and all other services that Red Arrow Logistics may perform or arrange for Customer.
- AGREEMENT TO TERMS AND CONDITIONS
By Customer’s request to Red Arrow Logistics for Services, Customer agrees to these Terms and Conditions, which no agent or employee of the parties may alter.By tendering a shipment to Red Arrow Logistics, Shipper agrees to all of the terms and conditions set forth below and to any rates (including fees, charges, and surcharges). This Agreement supersedes and negates 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 this Agreement which other agreement is signed by an authorized representative of both parties after the effective date of this Agreement. If the cargo is tendered pursuant to any bill of lading or air waybill or any other shipping document, this Agreement will govern in the event of a dispute between this Agreement and such document except to the extent otherwise mandated by compulsorily applicable law. This Agreement may be modified only by written amendment signed by both Shipper and an officer of Red Arrow Logistics. Shipper hereby acknowledges and agrees that Red Arrow Logistics, as a freight forwarder or property broker, may subcontract with underlying service providers in order to arrange for transportation under this Agreement. Shipper consents to all such instances of subcontracting. Any subcontractor used by Red Arrow Logistics to perform any services under this Agreement including, but not limited to, any carriage covered by a bill of lading, air waybill or similar document, will be entitled to all limitations and exclusions to and from liability and all other protections to which Red Arrow Logistics is entitled pursuant to this Agreement. Shipper acknowledges and agrees that when Red Arrow Logistics arranges for all-ground transportation by motor carrier, Red Arrow Logistics shall be deemed to be operating as a property broker and not a freight forwarder. Customer understands and agrees that when Red Arrow Logistics is a Title 49 property broker with such operating authority from the Federal Motor Carrier Safety Administration—docket number MC541163.
- CUSTOMER’S RESPONSIBILITIES
Customer shall comply with all federal, state, local, and foreign laws applicable to the Goods and Services, including all customs, import, export, and re-export laws. Customer shall furnish such information and complete and attach to the air waybill or other shipping documents such documents as are necessary to comply with such laws. Customer 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. If Customer wishes to tender Goods requiring special care or handling, including shipments requiring temperature control, then Customer must give written notice to Red Arrow Logistics of such requirements and must obtain the written agreement of Red Arrow Logistics to comply with such instructions before Customer’s tender of Goods for such Services. Red Arrow Logistics shall have no obligation to comply with any special handling instructions unless Red Arrow Logistics expressly agrees in writing before performing or arranging such Services. For Goods requiring temperature control, Customer shall provide Red Arrow Logistics with appropriate temperature ranges and shall ensure that the Goods are at the appropriate temperature at the time of tender. Red Arrow Logistics’ sole obligation as 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 Logistics have any responsibility for the packaging of such Goods and shall have no obligation to open any packaging or otherwise ensure that the contents or temperatures of any package Customer tenders remain within appropriate ranges. Red Arrow Logistics shall have no duty to remove or replace any cold packs or other devices included in shipment packaging for the purpose of maintaining approved temperature ranges. Customer understands and agrees that Red Arrow Logistics may reject, abandon, or release any Goods consigned to Red Arrow Logistics that it has declared to be unacceptable or that Customer has undervalued for customs purposes or misdescribed on the shipping documents, whether intentionally or otherwise, without incurring any liability to Customer. Customer agrees to indemnify and defend Red Arrow Logistics from all claims, damages, fines, losses, and expenses, including reasonable attorneys; fees, arising from a failure to comply with this section.
- HAZARDOUS MATERIALS AND DANGEROUS GOODS
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 (together “Regulations”) and any other rules and regulations applicable to such shipments. Customer and its agents shall comply with the Regulations regardless of the Goods routing or mode of transportation. 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, then the Goods shall be – and Customer certifies that they are – fully and accurately described on the air waybill or other shipping document by proper shipping name and are classified, packaged, marked, and labeled, and in proper condition for carriage by air (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. Customer declares that all of the applicable air transport requirements have been met.
- CARGO SECURITY AND CONSENT TO INSPECT
Customer understands and agrees 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 Customer is acting as an agent, authorized representative, broker, carrier, or other freight intermediary for any other Person, Customer shall disclose that to Red Arrow Logistics and shall assist Red Arrow Logistics in complying with the TSA requirements by enabling Red Arrow Logistics to obtain any necessary documents from, or otherwise qualify, such other Person. As required by TSA regulations (49 C.F.R. § 1548.9(b)), Customer consents to an inspection of all Goods.
- 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 Logistics has issued an air waybill in Red Arrow Logistics’ 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 Logistics shall only be liable for damage, loss or delay resulting from its negligence or fault and 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 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) 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 Logistics shall only be liable for damage, loss, or delay resulting from its negligence or fault and that its liability is limited to the least 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 Logistics’ 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.
(c) Truck Shipments. For any shipments transported by motor carrier, Shipper agrees that Red Arrow Logistics shall only be liable for damage, loss, or delay resulting from its negligence or fault and 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.
- LIMITATION ON LIABILITY, INTERNATIONAL SHIPMENTS BY AIR. Subject to Section 10 (Maximum Liability)
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 Logistics’ liability for all proven loss, damage, or delay to cargo is limited to 22 Special Drawing Rights per kilogram, unless a higher value is declared in advance by Shipper and a supplementary charge is paid to Red Arrow Logistics.
- WHEN CUSTOMER TENDERS AN INTERNATIONAL SHIPMENT
(a) By tendering or entering a shipping document, Customer authorizes Red Arrow Logistics to prepare and sign on Customer’s behalf an 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 Logistics reserves the option to act as agent of the carrier, instead of as a forwarder, in which event the direct carrier’s tariffs shall apply to the Goods.
- DECLARATION OF VALUE. WHEN SHIPPER DECLARES A VALUE, ADDITIONAL CHARGES SHALL APPLY
Subject to the $100,000 cap in section 10, Customer understands and agrees that it has a fair opportunity to declare a value for the Goods, but that it must do so before tendering the Goods for services and it must pay the corresponding additional charges.
- MAXIMUM LIABILITY
Customer understands and agrees that in any event, a cap of $100,000 applies to Red Arrow Logistics’ liability.
- LIABILITIES NOT ASSUMED
(a) RED ARROW LOGISTICS SHALL NOT BE LIABLE for Customer’ acts or omissions, including improper packing, securing, marking, or addressing; loss or damage to Goods not acceptable for transport or prohibited items; loss, damage, or delay caused by events Red Arrow Logistics cannot control, including 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 of its defects; public enemies; hazards incident to a state of war; acts of terrorism; and by acts, defaults, or omissions of Customer under these Terms and Conditions.
(b) RED ARROW LOGISTICS SHALL NOT BE LIABLE for consequences of failure to pick-up, transport, or deliver any Goods by a specific date or a specific time, regardless of the cause of such delay.
(c) RED ARROW LOGISTICS SHALL NOT BE LIABLE IN ANY EVENT FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING AS TO LOSS OF PROFITS, INCOME, UTILITY, INTEREST, OR LOSS OF MARKET, WHETHER OR NOT RED ARROW LOGISTICS HAD KNOWLEDGE THAT SUCH DAMAGE MIGHT OCCUR.
(d) RED ARROW LOGISTICS SHALL NOT BE LIABLE in any event for damage to electronic or photographic images or recordings in any form.
The following provisions apply to all claims for loss, damage, delay, or shortage:
(a) Air Shipments. Customer shall give Red Arrow Logistics notice for any damage, shortage or loss in writing within 14 days after delivery of the shipment or, for delay within 21 days of the day of tender.
(b) Ocean Shipments. Customer shall give Red Arrow Logistics written notice of any claim for damage, shortage, or loss in writing within three days after the delivery of the shipment to consignee. If Customer or any Person other than Red Arrow Logistics arranges for the Goods to be picked up at the port, notice of claim shall be given within three days from the date such carrier, warehouse, or other Person takes possession of the Goods at the port.
(c) Truck Shipments. Customer shall give Red Arrow Logistics notice of any damage, shortage, or loss in writing within 30 days after delivery of the Goods or, for delay, within 45 days of the day of tender.
(d) Notice of Claim. The notice of claim shall include complete consignor and consignee information, the air waybill, bill of lading, or shipment reference number, the date of the shipment, the number of the pieces, and the shipment’s weight. Customer understands and agrees that the consequence of its failure to provide a timely written notice of claim is that Customer’s action against Red Arrow Logistics will be barred.
Red Arrow Logistics is not obligated to process any claim until Customer has paid all Charges as to the Goods at issue. Customer understands and agrees that it has no right to deduct and it shall not deduct a claim amount from any Charges or from any outstanding balance owed Red Arrow Logistics without the prior written approval of Red Arrow Logistics. Customer shall retain and make available for Red Arrow Logistics’ inspection All original shipping containers, packages, and contents. Except as these Terms and Conditions state otherwise, the receipt of the Goods by the consignee without written notice of damage on the waybill or delivery receipt shall be construed as prima facie evidence that the Goods were delivered in good condition.
For claims involving concealed damage not discovered at the time of delivery, Customer or consignee shall notify Red Arrow Logistics as promptly as possible after the discovery of the damage, and in any event, not less than 7 days after the date of delivery. Customer’s failure to provide such notice shall result in a presumption that the loss or damage so noted occurred subsequent to delivery, which presumption may only be overcome by clear and convincing evidence to the contrary. Under no circumstances shall Red Arrow Logistics be liable for loss of or damage to external shipping containers used in the transportation of the Goods. Failure of Customer to comply with the notice provisions shall bar any lawsuit against Red Arrow Logistics.
- MATERIAL NOT ACCEPTABLE FOR TRANSPORT
Unless otherwise expressly provided in a separate written agreement signed by both Customer and an officer of Red Arrow Logistics, and subject to any conditions or restrictions in such writing, the following articles shall not be accepted for carriage: any shipment prohibited by law; blood, urine, bodily fluids, and other diagnostic specimens; firearms; 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; when the declared value exceeds U.S. $0.50 per pound); household goods or personal effects; one-of-a-kind articles or models, Prototypes; and anything with an unusual or extraordinary value. Red Arrow Logistics shall not be liable for any loss, damage, delay, liabilities, or penalties resulting from the transportation of any of the above articles, however, described or misdescribed in the shipping documents. Red Arrow Logistics reserves the right to reject any shipment for any reason, including because of safety or security concerns. The value of shipments involving documents, records, and data records, without limitation as to the type, including 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 for 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 in such documents. The above limitations shall apply regardless of declarations made or documentation on any shipment paperwork.
- COLLECT ON DELIVERY (C.O.D.)
C.O.D. service is provided only if Customer has an account with Red Arrow Logistics and only under the following conditions: (a) Customer 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) Customer 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 Logistics shall not guarantee or verify that a check, money order, cashier’s check, or other financial instrument is valid or negotiable; all payments are collected at Customer’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. Unless inserted otherwise on the front page of the shipping document, the C.O.D. amount of the shipment shall be deemed to be the declared value for carriage amount. This declared value for carriage amount in excess of the limits of liability under section 6 of these Terms and Conditions shall be subject to an excess valuation charge.
- SUBSTITUTION OF ROUTING, MODE, CARRIER, OR EQUIPMENT
Customer authorizes Red Arrow Logistics to select any shipment routing, alternative carrier, alternative mode of transport, or equipment regardless of what the shipping documents state, for any reason, to attempt to meet the service level Customer has requested, including any express motor carrier or other company to transport such shipment, and Red Arrow Logistics’ obligation is limited to delivery of Customer’s shipment to any such company. Transportation by air of any shipment is subject to availability of equipment and space.
- PRICING AND ACTUAL/DIMENSIONAL WEIGHT
Rates and charges for the carriage of the shipment by Red Arrow Logistics 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.
- LIABILITY FOR CHARGES AND CLAIMS
All Persons within the definition of “Customer” shall be jointly and severally liable (a) for all unpaid Charges, as well as any costs Red Arrow Logistics may incur in returning the shipment to Customer or warehousing the shipment pending disposition; and (b) to pay or indemnify Red Arrow Logistics for all claims, fines, penalties, damages, costs, or other sums that Red Arrow Logistics may incur or pay arising out of or in connection with Customer’s (including its agents’ or employees’) negligence, gross negligence, willful misconduct, other culpable acts or omissions, and any breach or violation of these Terms and Conditions.
- LOSS, DAMAGE, OR EXPENSE DUE TO DELAY
Unless the Services are delayed by reason of the negligence or other fault of Red Arrow Logistics, it shall have no liability for any loss, damage, or expense Customer may incur or pay because of such delay. If Red Arrow Logistics were to cause a delay because of its negligence or other fault, then Red Arrow Logistics’ liability shall nevertheless be limited under sections 6 and 7 of these Terms and Conditions.
- INTEREST AND FEES ON PAST DUE ACCOUNTS
Customer agrees to pay interest of 1.5% per month that accrues on the past-due principal, plus collection costs added to the principal and accrued interest, plus attorneys’ fees added to the principal, accrued interest, and collection costs. If Red Arrow Logistics files suit, a suit fee applies and Red Arrow Logistics shall be entitled to reimbursement of all of its court costs.
- LIEN RIGHTS
Red Arrow Logistics shall have a general lien on all documents and shipments of Customer in Red Arrow Logistics’ actual or constructive possession or control for monies owed to Red Arrow Logistics with regard to the shipment on which the lien is claimed, prior shipment(s), or both. In the event, Red Arrow Logistics exercises its lien, it shall notify Customer of the exact amount of monies due from Customer. Red Arrow Logistics shall also notify Customer of all other Charges accruing on shipments subject to Red Arrow Logistics’ lien. Red Arrow Logistics shall release its lien upon receipt of payment by Customer of the total amount due. If Customer does not pay Red Arrow Logistics’ lien within fifteen (15) calendar days of Red Arrow Logistics’ exercise of the lien, then Red Arrow Logistics shall have the right, but not the obligation, to sell such shipment(s) at public or private sale or auction without further notice to Customer.
- SEVERABILITY; NON-WAIVER
If any provision of these Terms and Conditions shall for any reason be held to be invalid or unenforceable, then the remainder of the Terms and Conditions shall be unaffected and remain in effect. No waiver by any party of any breach or default under these Terms and Conditions shall be deemed to be a waiver of any other breach or default under these Terms and Conditions.
- TIME FOR SUIT
Customer understands and agrees that Red Arrow Logistics shall be discharged from all liability to Customer as to any Carriage or Services that the Broker has provided or arranged unless Customer files an action in the mandatory venue under section 25 within one year after the date of delivery of the Goods or from the date on which the Goods should have been delivered. If that one-year time-bar is contrary to any compulsorily applicable law, then the limitations period of such law will apply. If Red Arrow Logistics were to prevail in any legal action connected with the Carriage, Services, or Goods, then Red Arrow Logistics will be entitled to recover its reasonable attorneys’ fees.
- MANDATORY LAW, VENUE, AND JURISDICTION
All claims or disputes arising out of or in any way related to these Terms and Conditions shall be determined under the federal law of the United States of America, without regard to its conflict of laws rules or, in the absence of such federal law, then under the laws of the State of Washington, without regard to its conflict of laws rules. Without prejudice to a party’s right to remove an action to federal court, the exclusive and mandatory venue for any such claims or disputes shall be the federal or state courts in King County, Washington, to the exclusion of all other courts. The parties agree to irrevocably submit to the personal jurisdiction of the above courts and to waive any jurisdictional, venue, or inconvenient forum objections to those courts.
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