General Terms and Conditions of Forwarding
GENERAL TERMS AND CONDITIONS OF FORWARDING
Transport of all products ("Items") by Directoro.com and any of its successors, assigns, subsidiaries, and affiliates (collectively, "Forwarder") from senders of Items ("Sender") to receivers of Items ("Receivers") shall be governed by the following general terms and conditions of transport.
EFFECTIVE DATE. This Contract Agreement (this "Agreement") is entered into effect ______ (the "Effective Date").
PARTIES. This Agreement shall be between the Forwarder and ______, a ______ with its principal place of business located at ______.
TITLE/RISK OF LOSS. All Items shall be shipped DAP (Incoterms(c) 2010 rules), and unless otherwise specified by Forwarder in writing, title and risk of loss shall pass to Receiver at the time the products supplied by the Sender are placed in the possession of Receiver or Receiver's agent or carrier.
TRANSPORT OF GOODS. Sender agrees to send or cause to be sent, and Receiver agrees to receive the items described in Annex 1 (the "Items").
NO OTHER WARRANTIES. FORWARDER DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
LIMITATION ON DAMAGES. IN NO EVENT SHALL FORWARDER BE LIABLE TO SENDER OR RECEIVER, OR TO ANY OTHER PERSON OR ENTITY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOST PROFITS, DAMAGE TO GOODWILL OR REPUTATION AND/OR DEGRADATION IN VALUE OF BRANDS, TRADEMARKS, TRADENAMES, SERVICE NAMES OR SERVICE MARKS), WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, FAILURE TO WARN OR STRICT LIABILITY), CONTRIBUTION, INDEMNITY, SUBROGATION, OR OTHERWISE. IN NO EVENT SHALL FORWARDER BE LIABLE TO SENDER OR RECEIVER, OR TO SENDER'S OR RECEIVER'S OFFICERS, EMPLOYEES, REPRESENTATIVES OR INSURERS, OR TO ANY THIRD PARTY, FOR DAMAGES CAUSED BY THE ACTS OR OMISSIONS OF SENDER OR RECEIVER, OR SENDER'S OR RECEIVER'S OFFICERS, EMPLOYEES, REPRESENTATIVES, OR ANY THIRD PARTY. SENDER ASSUMES ALL RISKS AND LIABILITIES FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY RESULTING FROM THE USE OR SUBSEQUENT SALE OF THE PRODUCTS, EITHER ALONE OR IN COMBINATION WITH OTHER PRODUCTS.
EXCLUSIVE REMEDIES. Sender's exclusive remedy and Forwarder's sole liability for shipment of nonconforming Items, including breach of warranty, is expressly limited, at Forwarder's option, to (i) replacement, within a reasonable period of time, of the nonconforming Items at no additional charge to Sender; or (ii) destruction and disposal of the nonconforming Items in a manner which essentially nulls the residual value of the nonconforming Items, and refund of the transport price; or (iii) donation of the nonconforming Items, and refund of the transport price; or (iv) refund of the transport price. SENDER EXPRESSLY AGREES THAT THE REMEDIES GRANTED TO IT HEREUNDER ARE SENDER'S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO ANY CLAIM OF SENDER ARISING IN CONNECTION WITH THE PRODUCTS.
LIMITATION ON PERFORMANCE. Forwarder limits its performance to transporting or attempting to transport items to a named destination, and disclaims all express and implied required performances including, without limitation, the implied performances of preparing export and/or import documentation, preparing export and/or export invoices or pro-forma invoices, bills of lading, paying or depositing federal, state or local taxes, contracting additional insurance, clearing cargo for export and/or import, obtaining licenses required for export and/or import. Receiver is the importer of record and must comply with all laws and regulations of the destination. Unless otherwise indicated, orders may be subject to import taxes, customs duties and fees levied by the destination country. Additional charges for customs clearance must be fulfilled by Recipient and/or Sender.
FORCE MAJEURE. Forwarder shall not be liable to Sender for failure of or delay in performance when such failure or delay is caused by conditions beyond Forwarder's control including, but not limited to, customs inspections or other inspections, disease, war, strike, labor dispute, fire, flood, tornado, hurricane, government intervention, embargo, terrorism, shortage of raw materials.
CLAIMS/ITEMS NONCONFORMITY. Before or upon tender of delivery of Items, Sender will provide immediate notification to Forwarder of any alleged Item nonconformity, including any off-condition Items, shortage, or any other discrepancy or situation which may impair the value of the Items or justify payment of less than the amount billed. This notification will be made to Forwarder's Claims Department at the following e-mail: email@example.com If notice is not made within twenty-four (24) hours of tender of Items to Sender or by Sender's distributor(s) to Sender's location(s), then Sender accepts the Items as conforming in all ways and will submit to Forwarder full payment on or before the agreed upon date. The assignment of a claim number to Sender by Forwarder's Claims Department or acceptance by Forwarder of a partial payment from Sender shall not constitute final approval of Sender's claim or be a waiver of any of Sender's obligations or Sender's rights.
SHIPPING. Forwarder contracts a carrier company ("Carrier") at its sole discretion according to its experience and current freight prices. Delivery or delivery attempts as reported by Carrier are considered valid and shall not be opposed by Sender. The destination routing of shipments and carrier selection will be at Forwarder’s option. Delivery dates provided by Forwarder are estimates only. Forwarder will not be responsible to Sender for damages for delays in delivery.
TRANSPORT PRICE. Sender will pay Forwarder for the shipping to Sender's declared location, and for all obligations specified in this Agreement, if any, as the full and complete transport price, the sum of USD ______ (the "Purchase Price"). Final pricing to be determined and communicated prior to ship date in accordance with the contract between Sender and Forwarder. All prices are in United States Dollars ("USD") and all payments must be made in USD regardless of any fluctuations in the currency of other countries. All remittances must be submitted according to invoice terms. All sales are subject to approval of Forwarder's Credit Department. Sender shall be responsible for the payment of any federal, state or local sales, use or other taxes upon or with respect to the sale, purchase, use, receipt or shipment of the Products.
PAYMENT. Payment of the Transport Price will be made by Sender to Forwarder by money order, personal check, cashier's check, credit/debit card, wire transfer, or direct deposit, according to billing terms on each invoice.
MODIFICATIONS TO ITEMS AND QUANTITY. The actual shipped weight and/or volume shall be billed at the agreed unit price.
ITEMS AND QUANTITY FUNGIBILITY. Delivered Items shall be deemed to be fungible.
TAXES AND DUTIES. Sender will be responsible for filing all required sales and use tax returns in connection with the transfer of the Items.
GOVERNING LAW. The contract, including these terms and conditions, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law rules. Any action brought pursuant to the contract, including these terms and conditions, shall properly (but not exclusively) lie in any federal or state court located in the State of Delaware.
CONFIDENTIALITY. Sender agrees to keep confidential the terms and conditions of the Transport and all proprietary information disclosed by or on behalf of Forwarder or otherwise learned or obtained by Sender in connection with the Transport or the performance hereof. Sender will not use any of this information other than in connection with the performance of the Transport and will not disclose any of this information except to the extent required by law and then only after prior notice to Forwarder.
SEVERABILITY. The provisions of the contract, including these terms and conditions, shall be deemed to be severable and the invalidity or partial invalidity of any provision hereof shall not affect the validity or enforceability of the remaining provisions.
NO RIGHTS OF THIRD PARTIES. The contract, including these terms and conditions, is solely for the benefit of Sender and Forwarder, and no provision of the contract shall confer upon third parties any right or remedy.