These terms and conditions of service constitute a legally binding contract between “Company” and “Customer”. By using Company’s services, Customer agrees to these terms and conditions unless a validly signed contract between Company and Customer provides otherwise.
- “Company” means Arta Shipping, Inc., its subsidiaries, affiliates, agents and/or representatives.
- “Customer” means the person for which Company is providing a service, and its agents and/or representatives. It is Customer’s responsibility to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives.
- “Third parties” includes, but is not limited to, any parties responsible for the shipping, transportation, cartage, handling and/or delivery and/or storage of goods.
Company As Independent Contractor.
With respect to all services provided hereunder, Company shall act as an independent contractor to Customer, and shall not for any purpose act as the “agent” of Customer.
Limitation of Actions.
- Unless subject to a specific statute, all claims against Company for a potential or actual loss must be made in writing and received by Company, within the lesser of ninety (90) days of the event giving rise to the claim or the mandatory minimum period provided by any applicable law. The failure to give timely notice to Company shall be a complete defense to any suit or action commenced by Customer.
- All suits against Company must be filed and properly served on Company within the lesser of two (2) years from the date of the loss or damage or the mandatory minimum time provided by any applicable law.
No Liability For Services of Third Parties.
Company’s responsibility shall be limited to arranging for, but not actually performing, transportation of Customer’s freight. Customer’s or third party’s insertion of Company’s name on the bill of lading shall be for Customer’s convenience only and shall not change Company’s status as a property broker. Customer understands that even when, for Customer’s convenience, Company is listed on the bill of lading, Company is not a motor carrier and will not perform transportation of freight. It is understood and agreed that the Company is not a carrier and that the Company shall not be held liable for loss, damage or delay in the transportation of Customer’s property unless caused by Company’s negligent acts or omissions in arranging for transportation of Customer’s freight pursuant. Company makes no representations or warranties that any third parties responsible for the shipping of goods will render such services in a certain manner or to a certain degree of performance, nor does Company assume responsibility or liability for any action(s) and/or inaction(s) of such third parties and/or its agents. 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, Company shall cooperate, within reason, with Customer, which shall be liable for any charges or costs Company incurs.
Quotations Not Binding.
Quotations as to fees, freight charges, insurance premiums or other charges given by Company to Customer are for informational purposes only and are subject to change without notice.
Declaring Higher Value to Third Parties.
Third parties responsible for the shipping, transportation and/or delivery of the goods may limit liability for loss or damage; Company will request excess valuation coverage only upon specific written instructions from Customer, which must agree to pay any charges therefor. Otherwise, Company shall secure the best pricing possible from third parties, which may be dependent on the application of provisions limiting third party’s liability to Customer. For the avoidance of doubt, Customer shall in all instances be subject to the terms of the applicable third party’s limitations of liability and/or terms and conditions of service.
Unless requested to do so in writing and confirmed to Customer in writing, Company is under no obligation to obtain insurance on Customer’s behalf; in all cases, Customer shall pay all premiums and costs in connection with obtaining requested insurance.
Disclaimers; Limitation of Liability.
- Except as specifically set forth herein, Company makes no express or implied warranties in connection with its services.
- COMPANY MAY OFFER INSURANCE TO ITS CUSTOMERS. ANY AND ALL INSURANCE OFFERED HEREIN IS PROVIDED BY THIRD PARTY INSURERS AND NOT BY COMPANY. COMPANY IS NOT IN THE BUSINESS OF PROVIDING OR SELLING INSURANCE BUT MERELY OBTAINS SUCH INSURANCE FOR THE BENEFIT OF ITS CUSTOMER WHEN REQUESTED BY THE CUSTOMER. ANY AND ALL INSURANCE OFFERED IS SUBJECT TO A MAXIMUM DECLARED VALUE OF $1,000,000 (ONE MILLION DOLLARS). ANY EFFORT TO REQUEST INSURANCE OR DECLARE A VALUE IN EXCESS OF THE MAXIMUM ALLOWED IN THESE TERMS AND CONDITIONS IS NULL AND VOID, AND THE ACCEPTANCE OF ANY SHIPMENT BEARING A REQUEST FOR INSURANCE OR A DECLARED VALUE IN EXCESS OF THE MAXIMUM ALLOWED DOES NOT CONSTITUTE A WAIVER OF ANY PROVISIONS OF THESE TERMS AND CONDITIONS AS TO SUCH SHIPMENT. SHIPMENTS THAT ARE INADVERTENTLY ACCEPTED THAT EXCEED THIS MAXIMUM WILL BE CAPPED AT THE MAXIMUM ESTABLISHED BY THESE TERMS AND CONDITIONS AND CHARGES ASSESSED ACCORDINLY.
- In connection with all services performed by Company, Customer may obtain additional liability coverage as noted above, up to the actual or declared value of the shipment or sale, subject to maximum noted above, by requesting such coverage and agreeing to make payment therefor, which request must be confirmed in writing by Company prior to rendering services for the covered sale(s).
- In the absence of additional coverage under the above provisions, Company’s liability shall be limited to $50.00 per shipment or sale.
- 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.
No Responsibility for Governmental Requirements.
It is Customer’s responsibility to know and comply with the marking requirements of the United States, the regulations of the U.S. Food and Drug Administration, and all other requirements, including regulations of Federal, state and/or local agencies pertaining to the merchandise. Company shall not be responsible for action taken or fines or penalties assessed by any governmental agency against the shipment arising out of the failure of Customer to comply with the law or the requirements or regulations of any governmental agency or with a notification issued to Customer by any such agency.
Customer agrees to indemnify, defend, and hold Company harmless from any claims and/or liability arising from any conduct of Customer, which violates any Federal, State and/or other laws, and further agrees to indemnify and hold Company harmless against any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to reasonable attorneys’ fees, which 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 Company, it shall give notice in writing to Customer by mail at its address on file with Company.
No Modification or Amendment Unless Written.
These terms and conditions of service may only be modified, altered or amended in a writing signed by both Customer and an authorized official of Company. No third party shall have authority to alter or amend these terms or to act as an agent for Company.
Compensation of Company.
The compensation of Company for its services shall be included with and is in addition to the rates and charges of all applicable third parties, and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by Company from carriers, insurers and others in connection with the shipment. In any referral for collection or action against Customer for monies due Company, upon recovery by Company, Customer shall pay the expenses of collection and/or litigation, including reasonable attorneys’ fees.
In the event any provisions hereof are found to be invalid and/or unenforceable, the remainder hereof shall remain in full force and effect.
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 New York, without giving consideration to principles of conflict of law. Customer and Company (a) irrevocably consent to the jurisdiction of the United States District Court and the State courts of New York; (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.
Failure of Company to insist upon performance of any of the terms, conditions or provisions, or to exercise any right or privilege herein, or the waiver of any breach of any of the terms, conditions or provisions, shall not be construed as thereafter waiving any such terms, conditions, provisions, rights or privileges, but the same shall continue and remain in full force and effect as if no forbearance or waiver had occurred.
Customer shall not solicit the services of Company’s contract motor carriers where the Customer’s use of such carrier first occurred through the Company’s efforts. If the Customer breaches this provision, Company shall be entitled, as reasonable damages and not as a penalty, to a commission of fifteen percent of the gross revenue from traffic assigned by Customer to such carrier for a period of fifteen months. Customer also agrees that the breach of this provision entitles Company to be entitled to obtain an injunction against Customer in a court of competent jurisdiction, at Company’s option.
Neither Party shall be liable to the other for failure to perform any of its obligations during any time in which such performance is prevented by fire, flood, or other natural disaster, war, embargo, riot, civil disobedience, or the intervention of any government authority, or any other cause outside of the reasonable control of the Customer or Company, provided that the party so prevented uses its best efforts to perform and provided further, that such party provide reasonable notice to the other party of such inability to perform.