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These are the Standard Trading Conditions which govern the business practices of JORI International Ltd. By signing the Agency Agreement and Power of Attorney, each of the Client and the Customs Broker agree to be bound by the Agency Agreement and Power of Attorney as well as these Standard Trading Conditions attached to the Agency Agreement and Power of Attorney unless or until a party advises the other party in writing to the contrary subject to the provisions of Section 8 of these Standard Trading Conditions.
1. Definitions
“Agency Agreement and Power of Attorney” means that Canadian Society of Customs Brokers Continuous General Agency Agreement and Power of Attorney with Power to Appoint a Sub-Agent (to which these Standard Trading Conditions are attached) signed by the Client to appoint the Customs Broker as its agent and attorney in connection with the services described therein.
“Applicable Laws” has the meaning set out in Section 6(a).
“Canadian Government Agencies and Departments” or “CGAD” means the Canada Border Services Agency, any other department or agency, and successor department or agency thereof, of the Government of Canada or any Province thereof having jurisdiction over the import and export of goods into and from Canada.
“Client” means that individual, partnership, association, entity or corporation at whose request or on whose behalf, either directly or indirectly, the Customs Broker undertakes any business or provides advice, information or services, and who is named as the Client in the Agency Agreement and Power of Attorney.
“Customs Broker” means that individual, partnership, entity or corporation licensed by the Canada Border Services Agency, or other authorized body, to engage in the business of a customs broker and who is named as the Customs Broker in the Agency Agreement and Power of Attorney.
“Disbursements” means any payment made by the Customs Broker, on behalf of the Client, for any product or service rendered in connection with the facilitation of the import and export of goods, including but not limited to Government Charges, and any additional taxes, freight, storage, penalties, interest, fines and any other amounts, charges or payments, including, without limitation, payments for goods on COD shipments made by the Customs Broker on behalf of the Client.
“Disbursement Fees” means those fees charged by the Customs Broker to the Client in connection with arranging, making and/or managing Disbursements.
“Fees” has the meaning set out in Section 2(a), and includes, without limitation, Disbursement Fees.
“Government Charges” means those duties, taxes, penalties, interest, fines or other charges or amounts charged or levied by CGAD or other applicable governmental authority on imported or exported goods including, without limitation, goods imported into Canada, exported from Canada or reported or released or to be reported or released under the Customs Act, the Customs Tariff, the Excise Act, the Excise Tax Act, the Special Import Measures Act and/or any other Applicable Laws relating to customs, import and/or export.
“Losses” means losses, damages, delays, costs, injuries, fees (including without limitation legal fees and expenses), liabilities, expenses, actions, suits, proceedings, demands and claims of any kind or nature whatsoever.
“Services” means those customs broker services described in Annex 1 which are required by the Client and agreed to be provided by the Customs Broker.
“Sub-Agent” means that person to whom a license to transact business as a customs broker has been issued under the Customs Act and who the Customs Broker may retain as its own agent in connection with the Services, or part thereof, that the Customs Broker performs for the Client.
2. Fees and Disbursements
The fees for Services shall be in accordance with the fee schedule as agreed upon between the Client and the Customs Broker, as amended
from time to time (the “Fees”).
(a) Disbursements incurred by the Customs Broker on behalf of the Client shall be reimbursed to the Customs Broker by the Client.
3. Invoicing and Payment
The Customs Broker shall issue invoices to the Client for all Fees and Disbursements pertaining to the Services.
4. Advancement of Funds
5. Duties and Responsibilities of the Client
6. Duties and Responsibilities of the Customs Broker
7. Limitation of Liability
Neither the Customs Broker nor the Client will be liable for any consequential, special, incidental, indirect, punitive or exemplary damages resulting from these Standard Trading Conditions, the Agency Agreement and Power of Attorney, any act of God, ‘force majeure’ or unavoidable delay, or event beyond the reasonable control of the affected party. In addition, the Customs Broker shall not be liable for any loss of profit, loss of revenue, loss of use or other like damages or losses, or damages arising in tort, whether or not known or contemplated, in connection with the Services, these Standard Trading Conditions and/or the Agency Agreement and Power of Attorney.
8. Termination
In the event that the Agency Agreement and Power of Attorney is terminated and there are any outstanding matters pertaining to the Client for which the Customs Broker has been engaged by the Client and for which the Customs Broker remains liable to make payment, the Agency Agreement and Power of Attorney (with these Standard Trading Conditions) shall continue in force with respect to such matters until such matters are concluded and payment by the Client to the Customs Broker of such funds as may be required to satisfy all outstanding payment obligations and liabilities of the (a) Customs Broker to CGAD and/or others and (b) Client to Customs Broker, CGAD and/or others (including all Fees and Disbursements), has been made by the Client.
9. Governing Law
These Standard Trading Conditions are governed by the laws of the Province or Territory in Canada within which the Customs Broker has its principal place of business, and the federal laws of Canada applicable therein, and the Client hereby irrevocably attorns to the courts of such Province or Territory. The Agency Agreement and Power of Attorney, together with these Standard Trading Conditions, enure to the benefit of and are binding upon the parties and their respective executors, administrators, successors and assigns.
The parties agree that where they have used electronic communications in whole or in part to transact any business, those communications will be given legal effect in accordance with the provisions of the Uniform Electronic Commerce Act (or successor legislation) as approved by the Uniform Law Conference of Canada or enacted by the federal or provincial legislatures, as applicable.
10. Severability
Each provision of these Standard Trading Conditions is and shall be deemed to be separate and severable and if any provision or part thereof is held for any reason to be unenforceable, the remainder of these Standard Trading Conditions shall remain in full force and effect.
Annex 1 Customs Broker Services
The Customs Broker will provide to the Client import and export services, and ancillary services related thereto, when requested by the Client and accepted by the Customs Broker. These may include, as selected by the Client:
in each case, all the foregoing at and subject to the instructions of and on behalf of the Client.
of The Canadian International Freight Forwarding Association Association des Transitaires internationaux Canadiens, Inc. Adopted May 20, 2021
1. ROLE OF FORWARDER (“the COMPANY”)
The Company offers its services on the basis of these
conditions that apply to all activities of the Company in arranging
transportation or providing related services, such as, but not limited to,
warehousing and any other kind of logistics services. The Company may provide
its services as either principal or agent. The Company acts as agent of the
Customer, except
(a) where it issues a transport document or electronic
record evidencing its obligation for the delivery of goods, or
(b) to the extent it physically handles goods by its own
employees and equipment in the course of performing any service in which cases
it acts as principal, but whether acting as principal or as agent these
conditions govern the rights and liabilities of the Customer and the Company.
When determining any rights or liabilities of the Company
under these conditions, the word “Customer” shall include the party giving
instructions, the shipper, the consignee, and the owner of the goods.
Notwithstanding the foregoing, advice is for the Customer only and is not to be
furnished to any other party without the Company’s prior written consent.
Gratuitous advice and information that is not related to instructions accepted
by the Company is provided without liability of any kind, including for
negligence.
2. CLAIMS AGAINST OTHERS
These Conditions also apply whenever any claim is made
against any employee, agent or independent contractor engaged by the Company to
perform any transport or related service for the Customer’s goods, whether such
claims are founded in contract or in tort, and the aggregate liability of the
Company and all such persons shall not exceed the limitations of liability in
these conditions. For purposes of this clause the Company acts as agent for all
such persons who may ratify such agency at any subsequent time.
3. ROLE AS AGENT
When acting as an agent, the Company acts solely on behalf
of the Customer in engaging the services of third parties on the usual terms
and conditions on which the third parties offer such services for the carriage,
storage, packing or handling of any goods, or for any other service in relation
to them, thereby establishing a direct contract between the Customer and the
provider of such services capable of being enforced by the Customer as
principal, whether or not the Customer is identified in the contract. The
Company shall on demand by the Customer provide evidence of any contracts made
on its behalf.
4. ROLE AS PRINCIPAL
Where requested by the Customer the Company may
(a) issue a transport document or electronic record by which
it as principal undertakes carriage of particular goods; or
(b) guarantee in writing proper performance of the terms of
any contract between the Customer and a third party whose services the Company
has engaged on behalf of the Customer.
Where it issues a
transport document or electronic record, or provides a guarantee, the rights
and obligations of the Company will be governed by the special conditions
therein in addition to these conditions, and in any event the Company is liable
only to the same extent as the third party who performs the carriage or
guaranteed service, as may be limited by the conditions on which that party
customarily offers its services. In the event of any inconsistency with these
provisions, the special conditions prevail.
5. SERVICES REQUIRING SPECIAL ARRANGEMENTS
The Customer must give instructions in writing to the
Company a reasonable time before the tender of goods for storage or transport
where it requests the Company to:
(a) arrange for the departure or arrival of goods before
specific dates;
(b) arrange for goods to be carried, stored or handled
separately from other goods;
(c) arrange for the transport of goods that may taint or
affect other goods, or may harbour or encourage vermin or pests;
(d) make a declaration of value or special interest in
delivery to any carrier or terminal;
(e) direct carriers or delivery agents to hold goods until
payment of any amount or until surrender of a document;
(f) arrange for the transport of goods of unusual high
value, luxury goods, currency, negotiable Instruments or securities of any
kind, precious metals or stones; antiques or art; human remains, livestock or
plants, or any other comparable cargos.
Where for any reason it does not accept such instructions,
the Company must promptly so advise the Customer by any means of communication
used in the ordinary course of business. If it continues to use the Company’s
services for the contemplated transport after receiving such advice, the
Customer assumes all risks connected with the nonperformance of such
instructions, whether caused or contributed to by the Company’s negligence or
not.
6. THE COMPANY’S GENERAL RESPONSIBILITIES
(A) The Company shall exercise reasonable care in the
discharge of its obligations including the selection and instruction of third
parties that provide any services engaged on behalf of the Customer.
(B) The Company shall arrange transport and any related
services within a reasonable time after receiving the Customer’s instructions.
(C) If it has reasonable grounds for departing from any of
the Customer’s instructions, the Company can do so without prior authorization
from the Customer, but must act with due regard to the interests of the
Customer, and, as soon as possible, inform the Customer of its actions and any
additional charges resulting therefrom.
7. CUSTOMER’S GENERAL RESPONSIBILITIES
(A) The Customer shall be deemed to be competent and to have
reasonable knowledge of matters affecting the conduct of its business,
including terms of purchase and sale, the need for insurance and the extent of
coverage available for the type of goods being tendered for shipment, the need
to preserve and retain documentation, the need for care to avoid transmitting
viruses by electronic communications, the need for confidential handling of
information relating to high value goods, and all other matters relating
thereto.
(B) The Customer warrants that all information in whatever
form relating to the general and dangerous character of the goods, their
description, bar-coding, marks, number, weight, volume and quantity of the
goods, as furnished by the Customer or on its behalf, was accurate and complete
at the time the goods were taken in charge by the Company or any third party
whose services it has engaged. The Customer further undertakes to provide
independent confirmation of such particulars on the request of the Company.
8. CUSTOMER’S RESPONSIBILITY FOR PACKAGED AND
CONTAINERIZED GOODS
(A) Except where the Company has accepted instructions in
respect of the preparation, packing, stowage, labeling or marking of the goods
the Customer warrants that all goods have been properly and sufficiently
prepared, packed, stowed, labeled and/or marked, and that the preparation,
packing, stowage, labeling and marking are appropriate to any operations or
transactions affecting the goods and the characteristics of the goods. Without
limiting the foregoing the Customer is responsible for timely communication of
and warrants the accuracy of the verified gross mass (VGM) of the package(s)
and or the transport unit and the identity of the duly authorized person so
verifying. The customer shall maintain documentation evidencing measurement of
VGM as required by law.
(B) Unless the Company has accepted instructions to arrange
for or to perform the loading of a transport unit by its employees, the
Customer warrants that:
(a) the transport unit has been
properly and competently loaded;
(b) the goods are suitable for
carriage in or on the transport unit; and
(c) the transport unit is in a
suitable condition to carry the goods loaded therein (save to such extent as
the Company has approved the suitability of the transport unit).
9. QUOTATIONS AND INVOICING
A) The Company does not assume a role as principal by
providing a fixed price quotation, or by rendering an invoice where the
difference between the amounts payable to third parties retained to carry out
the Customer’s instructions and the fixed price represents the Company’s gross
profit for its services. A Customer agrees that the Company is an agent as
provided in Section 1 where the Customer
(a) accepts a fixed price
quotation, or
(b) does not within thirty days
after receipt of the invoice object to the Company charging a fixed price for
its services.
(B) Quotations are given on the basis of immediate
acceptance and are subject to withdrawal or revision. Unless otherwise provided
in the quotation the Company may, after acceptance, revise quotations or
charges upon notice in the event of changes beyond the Company’s control,
including changes in exchange rates, rates of freight, carrier surcharges, or
any charges applicable to the goods.
10. CHARGES COLLECT SHIPMENTS
When goods are accepted or dealt with upon instructions to
collect freight, duties, charges or other expenses from the consignee or any
other person, the Customer shall remain responsible for the same if they are
not paid by such consignee or other person immediately when due.
11. CHANGED CIRCUMSTANCES/FAILURE TO TAKE DELIVERY
If events or
circumstances, including a Customer’s failure to take delivery, occur that
affect performance of the Customer’s mandate, the Company shall take reasonable
steps to obtain the Customer’s further instructions. If for whatever reason it
does not receive timely instructions, the Company may
(a) store the goods at the sole risk and expense of the
Customer, or
(b) sell the goods
immediately and without further notice, and hold any net proceeds for the
account of the Customer or
(c) authorize any
third party to abandon carriage and make the Goods or any part of them
available to the Customer at a place that is reasonable in the circumstances.
12. DANGEROUS GOODS
(A) The Customer undertakes not to tender for transportation
any goods that are of a dangerous, inflammable, radioactive, hazardous or
damaging nature without giving full particulars of the goods to the Company.
The Customer undertakes to mark the goods and the outside of any packages or
container in which they may be placed to comply with any laws or regulations
that may be applicable during the carriage. In the case of goods where the
place of receipt is a point within Canada, the Customer further warrants that
the goods, the packaging and marking thereof comply in all respects with the
provisions of any legislation or regulations governing the transportation of
dangerous goods.
(B) If its fails to comply with the requirements of
sub-clause (A), the Customer shall indemnify the Company against all loss,
damage or expense arising out of the goods being tendered for transportation or
handled or carried by or on behalf of third parties retained by the Company.
(C) Goods which in the opinion of the Company or the person
who has custody or possession thereof are or may become dangerous and present a
hazard may at any time or place be unloaded, destroyed or rendered harmless
without liability on the part of the Company.
13. INSURANCE
(A) The Customer must give the Company instructions in
writing to arrange insurance on its goods a reasonable time before the tender
of goods for storage or transport. The Company may carry out these instructions
by declaring the value of the goods under an open marine cargo policy taken out
by the Company, and, upon request, provide a certificate or declaration of
insurance, or other evidence of insurance. The coverage on goods so declared is
subject to the terms and conditions of the policy. The Company is not liable if
the Customer for any reason whatsoever fails to recover a loss in whole or in
part from the insurer under the policy, even though the premium charged by the
insurer is different from the Company’s charges to the Customer.
(B) If coverage under its open marine cargo policy is not
satisfactory, the Company will recommend an insurance broker to arrange
insurance appropriate to the Customer’s needs. After making this
recommendation, the Company has no further duty regarding insurance, and no
liability for loss of or damage to the goods during transport or storage that
could have been covered by insurance on the goods, whether such loss or damage
has been caused or contributed to by its negligence or breach of these conditions,
or otherwise.
14. NOTIFICATION OF CLAIMS
The Customer on its own behalf and on behalf of the owner of
the goods shall notify the Company in writing of any claim 6
(a) in case of loss and/or damage to goods within 7 days of
the completion of transit,
(b) in case of delay in delivery or non-delivery within 45
days of the date when the goods should have been delivered,
(c) in any other case within 45 days of the event giving
rise to the claim. If a claim was not discoverable by the exercise of reasonable
care within the applicable time period, the Customer must give notice forthwith
after receiving information as to events that may give rise to a claim. Failing
notice as required by this clause, the claim is barred and no action can be
brought against the Company to enforce the claim.
15. LIMITATION OF LIABILITY
Compensation for any claim for which the Company is liable
shall not in any event exceed:
(a) 2 SDR (SDR = IMF
Special Drawing Right) per kilo of the gross weight of the goods that are the
subject of the claim;
(b) 666.67 SDR per enumerated package of goods that are the
subject of the claim;
or (c) 75,000 SDR per
transaction; whichever is less, provided however that where a higher limitation
of liability is mandatorily applicable by law then that higher limitation of
liability shall apply.
Without prejudice to any other conditions herein or other
defences available to the Company, in no circumstances whatsoever shall the
Company be liable to the Customer or owner for consequential or indirect loss,
including losses arising from delay or loss of market. Upon the Customer’s
written request, the Company may accept liability in excess of these limits in
writing, provided the Customer pays the Company’s additional charges for such
increased liability.
16. INDEMNITY
The Customer shall indemnify the Company against all duties,
taxes, payments, fines, expenses, losses, claims and liabilities, including
without limitation any storage, demurrage, port, or terminal charges and any
liability to indemnify any other person against claims made against such other
person by the Customer or by the owner
(a) for which the Company may be held responsible unless
caused or contributed to by any negligence or breach of duty of the Company, or
(b) in excess of the liability of the Company in accordance
with these Conditions, resulting from or connected with the actions of the
Company related to any service to which these Conditions apply.
17. SET OFF AND COUNTERCLAIM
The Customer shall pay to the Company in cash, or as
otherwise agreed, all sums immediately when due without reduction or deferment
on account of any claim, counterclaim or set off. 7
18. RIGHT OF DETENTION AND LIEN
All goods (and documents relating to goods) shall be subject
to a particular and general lien and right of detention for monies owing either
in respect of such goods, or for any particular or general balance or other
monies owed, whether then due or not, by the Customer, sender, consignee or
owner of the goods to the Company.
If these monies
remain unpaid for 10 days after the Company sends notice of the exercise of its
rights to these persons by any means of communication reasonable in the
circumstances, the goods may be sold by private contract or otherwise at the
sole discretion of the Company, and the net proceeds applied on account of the
monies owing. The Company will not be liable for any deficiencies or reduction
in value received on the sale of the goods nor, will the Customer be relieved
from the liability merely because the goods have been sold.
19. FORCE MAJEURE
The Company shall be relieved of any and all liability for
any loss or damage if, and to the extent that, such loss or damage is the
result of an event or circumstance (a “force majeure” event) that prevents the
Company from performing one or more of its contractual obligations to the
extent that the Company is affected by an impediment which is beyond its
reasonable control, such impediment could not reasonably have been foreseen and
could not reasonably been avoided or overcome by the Company acting in a
commercially reasonable manner. The following events shall be presumed to be a
“force majeure” event:
a) war (whether declared or not), hostilities, invasion,
acts of foreign enemies, extensive military mobilization;
b) civil war, riot, rebellion and revolution, military or
usurped power, insurrection, acts of terrorism, sabotage or piracy;
c) currency and trade
restriction, blockade, embargo, sanction;
d) act of government authority whether lawful or unlawful,
compliance with any law or governmental order, expropriation, seizure of works,
requisition, nationalization;
e) plague, epidemic,
pandemic, natural disaster, extreme natural event, extreme weather event,
nuclear, chemical or biological contamination;
f) explosion, fire, destruction of equipment, prolonged
break-down of transport, telecommunication, information system or energy;
g) general labour disturbance such as boycott, strike and
lock-out, go-slow, occupation of factories and premises; or any other event or
circumstance beyond the Company’s control. In such circumstances the Company is
entitled to modify its services, procedures, rates, prices, and surcharges as
in the Company’s reasonable discretion are considered necessary, and the
Company is entitled to full remuneration and indemnity for any charges so
incurred or applied.
20. TIME BAR
The Company shall, unless otherwise expressly agreed, be
discharged of all liability under these conditions unless suit is brought
within 9 months from
(a) the date of
delivery of the goods for claims to damage to goods, or
(b) the date when the
goods should have been delivered for claims for delay in delivery or loss of
goods.
With respect to loss or damage other than loss of or damage
to the goods, the 9 months period shall be counted from the time when the act
or omission of the Company giving rise to the claim occurred.
21. CUSTOMARY REMUNERATION RECEIVED FROM THIRD PARTIES
The Company shall be entitled to be paid and retain all
brokerages paid by carriers, commissions, documentation allowances, profits on
foreign exchange and other remunerations paid by third parties as is customary
in the trade.
22. APPLICABLE LAW AND JURISDICTION
These Conditions shall be governed by the laws of Canada and
of the province within Canada in which the Company has its principal place of
business. By accepting the services provided under these Conditions, the
Customer irrevocably attorns to the exclusive jurisdiction of the Courts of
that Province and the Federal Court of Canada. The Parties agree that where
they have used electronic communications to transact in whole or in part any
business such communications will be given legal effect in accordance with the
provisions (so far as they may be applicable) of the Uniform Electronic
Commerce Act as approved by the Uniform Law Conference of Canada. “The English
version of these Standard Trading Conditions of CIFFA shall be decisive. The
Standard Trading Conditions of CIFFA shall be translated and available in
French. In the event of a dispute, the English version of the STC’s shall
prevail.”
Notice: Over the years, many suits against industry members have been won by reliance on these NCBFAA Terms & Conditions of Service. Use of these copyrighted NCBFAA Terms & Conditions of Service is limited to either NCBFAA Regular Members in good standing or those who have paid an annual license fee of $1,000 to the:
National Customs Brokers & Forwarders Association of America, Inc.,
1200 18th Street, NW, #901 Washington, DC 20036.
Any unlicensed use of these Terms and Conditions of Service by non-members will be subject to prosecution by the NCBFAA.
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 document(s) shall govern those services.
(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, freight forwarders, 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”.
(f) “Governmental Unit” means any applicable nation, state, province, district, county, municipality, public corporation, or any court, tribunal, department, subdivision, agency or instrumentality of any of the foregoing.
(g) “Laws” means each present and future law, statute, code, rule, regulation, ordinance, rule of law, principle of law, order, decree, judgment, guidance, or the equivalent enacted, ratified, adopted, promulgated, or issued by an applicable Governmental Unit, and all international conventions ratified by the United States 2 of America or otherwise mandatorily applicable under the laws of the United States of America.
(h) Terms such as “liability”, “obligation”, and “responsibility” include every duty to pay money, deliver value, provide services, perform an act, or refrain from performing an act.
(i) “Person” includes an individual, trust, estate, partnership, association, business or nonprofit organization, Governmental Unit, or other legal entity.
(j) “Customs Broker agent” means the company acting as an agent and transacting customs business in behalf of the customer. This includes and is not limited to those activities involving transactions with CBP and Government Agencies concerning the entry and admissibility of merchandise, its classification and valuation, the payment of duties, taxes, or other charges assessed or collected by CBP and Government Agencies on merchandise by reason of its importation, and the refund, rebate, or drawback of those duties, taxes, or other charges. “Customs business” also includes the preparation, and activities relating to the preparation, of documents in any format and the electronic transmission of documents and parts of documents intended to be filed with CBP and Government Agencies in furtherance of any other customs business activity, whether or not signed or filed by the preparer as defined on 19 CFR 111.1 “Customs Business” also include Remote Entry Filings, Bond services, Post Entry services, securing export licenses, the filing of export and security documentation and other dealings with Government Agencies. (K) “Forwarding Agent” means the company acting as an agent for the customer in terms of choosing the means, routes, and procedures to be followed in handling, transporting, loading, unloading, storing, delivering, distributing, booking international freight, security screening, CBP and Government Agencies Exams (including transport to designated bonded sites), international insurance (upon request by means of section 8 of this document), or otherwise dealing with the goods bonded or not bonded, and in choosing bonded or not third parties to perform these services, of which the company has complete freedom of election. All such third parties shall be considered as the agents of Customer. Advice by the company to Customer that a particular Person has been selected to render services shall not be construed to mean that such Person will render such services.
(l) Terms such as “includes” and “including” are not limiting. All references to documents include documents in paper or electronic form. The captions are for convenience only and are not part of these Terms and Conditions. These Terms and Conditions shall be construed without regard to any presumption or rule requiring that they be construed against the Person causing all or part of them to be drafted. If these Terms and Conditions conflict with the terms of a Transport Document or Storage Document issued by JORI LOGISTICS LLC, The Company”, the Transport Document or Storage Document controls. If any part of these Terms and Conditions is held invalid or unenforceable in a jurisdiction by a final, non-appealable judgment, the judgment does not affect the validity or enforceability of any other part of these Terms and Conditions in that jurisdiction or of any part of these Terms and Conditions in another jurisdiction. 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 and security documentation on behalf of the Customer and other dealings with Government Agencies: as to all other services, Company acts as an independent contractor. (A) Unless a written consent is provided to the customer by JORI LOGISTICS LLC, company agent means “Customs Broker Agent” and the company is not responsible of those activities covered but not limited to the definition of “Forwarding Agent”. The company has the right to deny payments, charges, fees or monies owed by the customer by means of forwarding activities even if the person, third parties and intermediaries invoice the company directly. If the customer or the company is charged for services, consumed by the customer, related to activities but not limited to those under “Forwarding Agent”, and the customer request the company payment for the mentioned services, the customer agree to pay a disbursement fee of 3% of the total amount of money paid by the company to the persons, third parties and their intermediaries. (B) If requested by the customer and approved by the company through a written consent, JORI LOGISTICS LLC (the company) may agree to act under the means of “Forwarding Agent” and its definition. 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 or damage, must be made in writing and received by the Company, seven (7) 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), one forty five (45) 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 actions(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 U.S. Customs & Border Protection, other Government Agency and/or third parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission filed on Customers behalf; (b) In preparing and submitting customs entries, export declarations, applications, security filings, documentation and/or other required data, 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, incomplete or false statement by the Customer or its agent, representative or contractor 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) 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). (c) In the absence of additional coverage under (b) above, the Company’s liability shall be limited to the following: (i) where the claim arises from activities other than those relating to customs business, $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; (d) 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, or for the acts of third parties. 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. Customer’s Duties. (a) Customer must do the following: (1) provide and disclose all documents and information required to handle, transport, load, unload, store, clear, enter, deliver, distribute, and otherwise deal with goods (including commercial invoices in proper form and number, other documents necessary or useful in the preparation of the customs entry, and such further information to enable the company to perform services, including the dutiable value, weights, measures, number of pieces, packages, cartons or containers, condition of the goods, classification, country of origin, genuineness of the goods and any mark or symbol associated with them, Customer’s right to export, import and/or distribute the goods, and the admissibility of the goods, pursuant to Law, all in the languages of and as may be required by the Laws of the country of origin or of destination); (2) immediately advise the company of any errors, discrepancies, incorrect statements, or omissions in any document or other information; (3) review all documents, declarations, security filings, and other submissions prepared or filed with any Governmental Unit or any other Person; and (4) maintain all records required under §§ 508 and 509 of the Tariff Act (19 U.S.C. §§ 1508 and 1509), as amended, or other applicable Law. (see section 16) (b) The company has no liability for increased duty, penalty, fine or expense. (c) Customer represents, warrants and covenants the accuracy, sufficiency, and completeness of all documents and information furnished to the company by or for Customer. The company has no duty to inquire into the accuracy, sufficiency, or completeness of any documents or information and in no instance shall be charged with information that Customer fails to give in writing. The company may rely on all documents and information furnished to the company. If Customer fails to perform any obligation, the company may use its judgment in connection with the goods. (d) Customer represents, warrants and covenants that it is and will remain in compliance with all applicable Laws, including anti-corruption Laws such as the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act (“UKBA”); the U.S. Export Administration Regulations (“EAR”) administered by the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”); the International Traffic in Arms Regulations (“ITAR”) administered by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”); the U.S. Anti-Boycott regulations, and the various U.S. economic sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and that the information the Customer provides to The company in connection with Customer’s compliance with all such applicable Laws is true and complete. Customer shall also comply with all applicable Laws of any country or other jurisdiction to, from, though, over or in which any goods may be carried, including all applicable Laws relating to the marking, packing, carriage, storage, clearance or delivery of the goods. Customer represents, warrants and covenants that the export jurisdiction and classification of all goods is correct and that it shall immediately notify the company in writing of any changes to such information. Customer further represents, warrants and covenants that all goods are properly marked, addressed, and packaged to withstand ocean transport, air transport, and ground transport. The company is not liable to Customer for loss, damage, expense or delay due to the Customer’s failure to comply with these Terms and Conditions. Customer shall indemnify and hold the company harmless against any and all claims, losses, or damages arising from the conduct of Customer or any of its officers, directors, employees, agents, owners or other Persons working for or with Customer under these Terms and Conditions that constitutes a violation of the Customer’s obligations, representations, warranties and covenants contained herein. (e) Unless otherwise agreed, Customer shall pay all duties and other Customs charges by automated clearing house. (f) Unless otherwise agreed, the company has no obligation to take any pre- or post-Customs release action, including obtaining binding rulings, advising of liquidations, filing of petitions and/or protests, etc. (g) Where The company prepares and/or issues a Transport Document or Storage Document, the company has no obligation to specify thereon the number of pieces, packages and/or cartons, etc., or the condition of the goods. 12. Indemnification/Hold Harmless. The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability, including but not limited to fines, penalties and/or attorneys’ fees arising from the importation or exportation of Customer’s merchandise and/or any conduct of the Customer, including but not limited to the inaccuracy of entry, export, security or other data supplied by Customer or its agent or representative or contractor 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, penalties, fines 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. 13. C.O.D. or Cash Collect Shipments. Company shall use reasonable care regarding written instructions relating to “Cash/Collect on 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. 14. Costs of Collection. 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. 15. General Lien and Right To Sell Customer’s Property. The company has a general lien on any and all property (and documents relating thereto) now or hereafter in the company’ possession, custody or control or en route as security for all existing and future indebtedness and obligations of Customer to the company. This lien is in addition to any other rights and remedies the company may have under other agreements or applicable Law and shall survive delivery or release of any property. The company has the right to withhold delivery or release of any property if Customer is in breach of any indebtedness or obligation to the company, even if not related to such property. If any such indebtedness or obligation is unsatisfied, The company may, in addition to all other rights and remedies under other agreements and/or applicable Law, exercise all of the rights and remedies of a secured party under the Uniform Commercial Code. Any notice required to be given of a sale or other disposition made at least ten (10) days before a proposed action constitutes fair and reasonable notice. Any surplus from the sale or other disposition, after deduction for all sums owed to the company, shall be transmitted to Customer, and Customer shall be liable for any deficiency 16. 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. 17. 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. 18. 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. 19. 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. 20. The compensation of the company for its services and advances shall be included with and is in addition to the rates and charges of all third parties to handle, transport, load, unload, store, clear, enter, deliver, distribute or otherwise deal with the goods, and shall be exclusive of any brokerage, commissions, dividends or other revenue received by the company from insurers or other Persons. Customer shall pay all costs, expenses and fees (including reasonable attorneys’ fees) incurred by the company in connection with: (a) the enforcement of payment or performance of any indebtedness or obligation of Customer (including by any action or participation in, or in connection with, a bankruptcy or insolvency proceeding, wherever pending) or, (b) any dispute between the company and Customer or any other Person. All amounts owed to the company must be paid in the lawful currency specified in the company’ invoices in immediately available funds, without abatement, counterclaim, set-off, recoupment, and free and clear of, and without any deduction or withholding for, any taxes, duties, confiscation, detention, or other matters. If any amount is not paid when due, it shall accrue interest until paid at one and one-half percent (1.5%) per month (19.72% per annum). 21. Force Majeure. Company shall not be liable for losses, damages, delays, wrongful or missed deliveries, and / or partial or complete nonperformance of its responsibilities under the Agreement, resulting from circumstances beyond the control of either Company or its sub-contractors, including but not limited to: (i) acts of God, including fire, flood, earthquake, storm, hurricane, power failure or other natural disaster; (ii) war, explosion, hijacking, robbery, theft or terrorist activities; (iii) incidents involving or deteriorations to any means of transportation, including derailment; (iv) embargoes; (v) civil commotions or riots; (vi) defects, nature or inherent vice of the goods; (vii) acts by any government or any agency or subdivision thereof, including denial or cancellation of any import / export or other necessary license; or (viii) strikes, lockouts or other labor conflicts. 22. 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. Company’s decision to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein. 23. 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 Texas without giving consideration to principals of conflict of law. Customer and Company (a) irrevocably consent to the jurisdiction of the United States District Court and the State courts of Texas; (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. 23. Waiver of Confidentiality under 19 CFR 111.24. Customer grants Company authorization to share information generally considered confidential under 19 CFR 111.24, including but not limited to information concerning points of contact, addresses and telephone numbers, revenue and entry data, with other entities owned and operated by
JORI LOGISTICS LLC and
no others. 24. Intellectual Property. The company’s intellectual property provided, demonstrated or used in connection with any services, including databases, software, web pages, programs, processes and procedures, reports, manuals, presentations, patents, trademarks, copyrights, trade secrets, service marks, know-how and any other similar rights or intangible assets recognized under applicable Law (all of the foregoing, including source codes and similar information, “Intellectual Property”), was developed and maintained at great expense, is of great value to The company, is confidential and proprietary, and shall remain the sole and exclusive property of The company at all times. Without The company’ prior written consent, Customer shall neither directly nor indirectly attempt to or actually disclose, use, re-create, duplicate, decode, alter, change, disassemble, decompile, or reverse engineer any Intellectual Property. Customer acknowledges and agrees that a violation of any of the foregoing shall cause irreparable harm to the company. 25. Data Privacy. Customer represents, warrants and covenants that it complies with all applicable privacy and data protection Laws with respect to information (“Customer Data”) about contacts or clients of Customer or about other Persons that Customer provides to the company to enable the company to perform services. With respect to Customer Data, Customer acts as a “data controller” or similar term under applicable Law. Customer further represents, warrants and covenants that it has obtained the proper consent from all data subjects to the disclosure and transfer of Customer Data to the company. In providing services to Customer, the company may be required to share Customer Data with Governmental Units and may process Customer Data and thus act as a “data processor” or similar term under applicable Law with respect to such data and will process Customer Data in accordance with lawful instructions from Customer. The company may use Customer Data as part of its Customer account opening, general administration process (e.g., in order to carry out compliance, financial checks, invoicing, or debt recovery), and otherwise in performing services. The information may be transferred to or accessible from the company’ offices around the world. 26. Miscellaneous. Notwithstanding any course of dealing, course of conduct, course of performance, or usage of trade, (a) whenever reference is made to the company’ agreement, acceptance, approval or consent, even if not specifically so stated such agreement, acceptance, approval or consent is not effective unless in writing and signed by a duly authorized officer of The company, (b) neither failure nor delay by The company to exercise any right, remedy, power, or privilege operates as a waiver, (c) no single or partial exercise of any right, remedy, power, or privilege by The company precludes any other or further exercise thereof or the exercise of that or any other right, remedy, power, or privilege, (d) no amendment, modification, rescission, waiver or release of all or part of these Terms and Conditions, any Transport Document, or any Storage Document is effective without the company’s specific prior written approval. The company may from time to time change these Terms and Conditions. The applicable Terms and Conditions can be found on the company’ website, www.jorilogistics.com are effective fifteen (15) days after such publication, and may differ from the pre-printed terms. In the event of a conflict between these Terms and Conditions and the updated version on the company’ website in effect on the date that the company commences services, the updated version controls. For customs brokerage on shipments to the United States of America, the following notice required is to be given pursuant to 19 CFR part 111.29(b)(1): If you are the importer of record, payments to the broker will not relieve you of liability for customs charge in the event the charges are not paid by the broker. Therefore, if you pay by check, customs charges may be paid with a separate check payable to the “U.S. Customs Service” which shall be delivered to Customs by the broker.
©Approved by the National Customs Brokers and Forwarders Association of America, Inc. (Revised 4/16/2020 )
“There are a lot of things that we value about JORI, such as their knowledge. They know what they are doing. I can send them an email and they respond. I appreciate that they clear out shipments and don’t put up a fuss if we don’t have everything line up perfectly. We have had other companies approach us about providing service and we have never even entertained the idea. We are happy with JORI and they have been doing a good job for us.”
Drew B.Novamen Inc.
JORI International makes my job easier, they make me look good and they get back to me in a way that gives me a clear understanding of my questions. JORI is on top of all the CBSA updates on shipping and duty, which helps us save money on duty charges. Right now if we have a crate to ship late in the day, JORI will do what they can to make it happen and they usually do make it work. Other companies that do what JORI does just say wait until tomorrow without even trying. Others require a minimum 4 hrs notice. JORI staff always say they will at least try and they usually make it happen.
Michael C.Twa Panel Systems Inc.
“I value JORI’s knowledge, promptness and helpfulness. I have already recommended them at least 20 times. If anyone needs help with freight, then the first name I mention is JORI. The reason I would recommend is that they are always there for us. I know they will do that for others, as well.”
Zahid M. Probe Technologies Canada Ltd.
“When I first started, I didn’t know anything about the import/export business. They have mentored me along the way and helped me know the information that I need to have to make their job easier. They educated and taught me well. In my mind, they didn’t have to do that but they made themselves available and it really shows their level of customer service. I would recommend them because of their customer service, their knowledge of import/ export business of all kinds of products, and for their consistency.”
Matt T. Morco Limited
“JORI takes care of all of our customs clearance needs. It is “bing, bang, boom and it happens”. It is working quite easily with no problems. At this point, everything seems perfect.”
Jaymee P.WeldPro Limited
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10-1323 44 Ave NE
Calgary, AB
T2E 6L5
(403) 571-3200
Unit 154, 588 Aero Dr NE
Calgary, AB
T2E 7Y4
15355 Vantage Pkwy W Ste 110
Houston, TX
77032
(832) 409-2459
12L Avenir Archbishop Reyes Avenue
Cebu City, Philippines
6000
Kashgarskaya str. 69/102, Suite #45
Almaty, Kazakhstan
050022
Cell Kazakhstan:
+7 777 271 7775
+7 705 160 5037
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