A COMPANY IS ONLY AS GOOD AS THE PROMISE IT KEEPS.
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 separate Terms and Conditions governing such services, the Terms
and Conditions set forth in such other document(s) shall govern those services.
Definitions.
(a) ‘‘Company’’ shall mean Radius International, Inc., its subsidiaries, related companies, agents
and/or representatives;
(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, 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’’.
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 clearance documentation through the Automated
Export System and cargo security documentation, including but not limited to the importer
security filing, on behalf of the Customer and other dealings with Government Agencies: as to all
other services, Company acts as an independent contractor.
Limitation of Actions.
(a) Unless subject to a specific statute or international convention, all claims against the
Company for a potential or actual loss, must be made in writing and received by
the Company, within 90 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 1 year from the date of the loss;
(ii) For claims arising out of air transportation, within 2 years from the date of the loss;
(iii) For claims arising out of the preparation and/or submission of an import entry(s), within 75
days from the date of liquidation of the entry(s);
(iv) For any and all other claims of any other type, within 2 years from the date of the loss or
damage.
No Liability For The Selection or Services of Third Parties and/or Routes. Customer has
option to select services of third parties and/or Routes or to rely on Company to perform such
task. If services are to be performed by persons or firms engaged by Customer, or specific
routing requested, written instructions of the same will be provided to Company. If Company is
to select services and routes, 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.
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.
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 Agencies 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 Customer’s 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 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.
Declaring Higher Value To Third Parties. Third parties to whom the goods are entrusted may
limit liability for loss or damage; the Company will notify the Customer of any liability limits of
the third party and will request excess valuation coverage only upon specific written instructions
from the Customer who must agree to pay any charges therefore; 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. Company will notify Customer in
advance of such tender.
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.
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 per
shipment or transaction, or
(ii) where the claim arises from activities relating to ‘‘Customs business,’’ $50 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. Indemnification/Hold Harmless. The Customer agrees to indemnify, defend and hold the
Company harmless from any claims and/or liability, fines, penalties and/or attorneys’ fees arising
from the importation or exportation of customers merchandise and/or any conduct of the
Customer, including but not limited to the inaccuracy of entry, export or security data supplied
by Customer or its agent or representative, 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.
12. 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, receipt of 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 have no liability if the bank or consignee
refuses to pay for the shipment.
13. 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 18% per
annum or the highest rate allowed by law, whichever is less unless a lower amount is agreed to
by Company.
14. General Lien and Right To Sell Customer’s Property.
(a) Company shall have a general and continuing lien on any and all property of Customer
coming into Company’s actual or constructive possession or control for monies owed to
Company with regard the shipment on which the lien is claimed, a prior shipment(s) and/or both;
(b) Company shall provide written notice by certified mail, receipt requested to Customer at its
address on file with the Company, of its intent to exercise such lien, the exact amount of monies
due and owing, as well as any on-going storage or other charges; Customer shall notify all
parties having an interest in its shipment(s) of Company’s rights and/or the exercise of such lien.
(c) Unless, within thirty days of receiving notice of lien, Customer posts cash or letter of credit at
sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the
total amount due, in favor of Company, guaranteeing payment of the monies owed, plus all
storage charges accrued or to be accrued, Company shall have the right to sell such shipment(s)
at public or private sale auction and any net proceeds remaining thereafter shall be refunded to
Customer.
15. 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.
16. 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.
17. 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. Customer agrees to provide Company with accurate count of pieces,
packages and/or cartons and accurate weight and acknowledges if piece count or weight varies,
charges due for shipment may change. Customer also agrees to provide properly packed and
packaged containers for shipment. If shipment is not properly packaged, Company will notify
Customer and Customer agrees to repackage or to accept any charges related to repackaging
performed by Company.
18. 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.
19. Compensation of Company. The compensation of the Company for its services shall be
included with and is in addition to the rates and charges of all carriers and other agencies
selected by the Company to transport and deal with the goods and such compensation shall be
exclusive of any brokerage, commissions, dividends or other revenue received by the Company
from carriers, insurers and others in connection with the shipment. In any referral for collection
or action against the Customer for monies due the Company, upon recovery by the Company, the
Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney
fee.
20. 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.
21. 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
Massachusetts 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 Massachusetts;
(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.
Approved by the National Customs Brokers and Forwarders Association of America, Inc.
(Revised 07/08)
This document sets forth the Terms and Conditions by which Radius Logistics, Inc. (“Radius”, “us”, “we”, ”our” or “Bailee”) will provide warehousing, distribution and ancillary services to you the “Bailor”). You tendering goods to Radius shall be deemed acceptance to these Terms and Conditions.