Terminos y Condiciones

Standard Terms and Conditions of for Freight Forwarding, Warehousing, Distribution, Storage, Freight, and Other Services

 

  1. Agreement to Terms and Conditions. It is agreed that these Standard Terms and Conditions (the “Standard Terms”) govern the dealings between Company and Customer for all freight forwarding, warehousing, distribution, storage, freight, and other services. It is furthermore agreed that this Agreement and/or the Company’s physical and/or electronic records and/or communications with Customer with respect to any and all merchandise received, stored, handled, and/or transported by Company shall constitute a warehouse receipt and/or storage agreement pursuant to Section 7.209 of the Texas Business & Commerce Code and/or Chapter 251 of the Texas Business and Commerce Code.  These Standard Terms are electronically published at http://laredofreight.com/standardterms and may be amended by Company from time to time, without prior notice.  These Standard Terms shall be deemed accepted and agreed to by Customer upon Customer sending or causing to be sent or causing to be received by Company any shipment of merchandise to Company after the effective date hereof and/or any amendment hereto.
  2. Definitions. As used herein:
  3. “Company” means Freight Dispatch Service Agency, Ltd. (“FDSA”), including its officers, directors, employees and agents of the Company while acting within the scope and course of their employment and shall include any other company that has any common ownership and/or management with FDSA, including but not limited to, Unimex Trade & Logistics, LLC, Consolidadora de Servicios Aduanales, S.C., Unimex Logistics, LLC, Unimex Freight, LLC, and AC Trade & Logistics, LLC.
  4. “Customer” means the person, company, firm or other entity that sends, causes to be sent, or allows to be sent to Company, or authorizes, consents, or allows Company to handle in any way, any merchandise, and/or equipment with respect to any merchandise such as trucks, trailers, or other transportation equipment.
  5. Ownership of Merchandise.  Customer warrants that it is the lawful owner and/or has lawful possession and/or rights to the merchandise that it causes to be delivered, or allows to be delivered, or handled in any way, by Company.  Customer agrees to notify all parties acquiring or holding any interest in the merchandise or otherwise interested in the merchandise of these Standard Terms.
  6.  Indemnity.  Customer agrees to indemnify and hold Company harmless from any claim by third parties relating to the ownership, possession, exercise of dominion, storage, handling or delivery of any merchandise, or service provided by Company, with respect to any merchandise.  Such indemnification shall include any legal fees or costs incurred by Company, regardless of whether or not litigation is actually filed.
  7. Services.
  8. Subject to these Standard Terms, Company agrees to receive, store, handle, and dispatch merchandise in accordance with Customer’s reasonable instructions and so long as Customer is not in default on the payment of any invoices and/or Customer has not caused Company to have doubt as to Customer’s willingness or ability to pay for prior or current services and/or expenses incurred on behalf or at the request of Company.
  9. Storage Location. Company will store the Goods at its discretion at any one or more buildings at Company’s warehouse location.
  10. Company may provide additional services to Customer as requested and as agreed. Additional handling charges will apply whenever Goods are pulled for distribution or release, whenever physical inventories are requested by Customer, and whenever additional services are requested that are not explicitly included in the monthly storage charge quoted to Customer. Such additional charges will be provided to Customer and will be invoiced to Customer in addition to any storage charges due.
  11. If there is no separate agreement regarding the cost or price of any service and/or expense incurred or payment made on behalf of Company, then the rates prevailing in the relevant market shall be applied and billed to Customer by Company.
  12. Rejection and Termination of Storage. Company reserves the right to reject or terminate storage of any merchandise and to require the removal of any or all merchandise, by giving Customer ten (10) days’ advance written notice. Customer shall be responsible for payment of all charges attributable to said merchandise before it is removed.  If the merchandise is not removed, then any and all applicable charges shall continue to accrue and Company may exercise its rights to a private sale of the merchandise pursuant to the lien granted by Customer to Company hereunder.
  13. Customer’s Warranties & Tender for Storage and/or Services.
  14. Customer warrants that the merchandise is packaged marked, packaged, labeled and classified, in accordance with governing laws and industry standard, and fit for handling, storage, and transportation, as may be required.  To the extent that any special handling, storage, or transportation is required or recommended for any merchandise, Customer must notify Company in writing and in advance and special rates shall be negotiated and agreed in advance.  Company reserves the right to reject and/or terminate the storage/possession of any merchandise that is not properly packaged, marked, labeled, and/or classified, or which, in the reasonable opinion of Company, is not suitable for handling, movement or storage.  If applicable, Customer must ensure that the merchandise is properly packaged to prevent dirt, dust, insects, bird droppings, or other similar factors that may cause damage or loss to the merchandise.
  15. Customer shall furnish at or prior to delivery, a manifest showing marks, brands or sizes to be accounted for separately and the class of storage desired, if applicable.
  16. Company’s receipt and delivery of a lot (or partial lot) shall be made without subsequent sorting except by special arrangement and subject to a charge.
  17. Hazardous Materials. Unless otherwise made known to Company in writing and accepted by Company, Customer warrants that the merchandise is not considered hazardous materials and/or dangerous goods at the time the merchandise is tendered to Company. If hazardous materials and/or dangerous goods are tendered for storage and accepted by the Company, then Company reserves the right to terminate the storage and/or handling and assess an appropriate charge.
  18. For all merchandise tendered for storage, handling, transportation, and/or other services, Customer shall supply such information and documents as are necessary to comply with all governing laws, rules and regulations. For all merchandise, Customer shall provide to Company all documents or information necessary or useful for the safe and proper warehousing, handling, storage, and transportation of the merchandise.  If all such information and documents are not fully, accurately and timely provided to Company, Customer shall release, defend, hold harmless, and indemnify Company for all consequences of such failure.
  19. Customer warrants its compliance with all applicable laws, rules, and regulations including but not limited to customs laws, import and export laws, as well as with the U.S. Foreign Corrupt Practices Act and similar laws related to anti-corruption and anti-bribery.
  20. Payment Terms & Collection Expenses. Unless different arrangements are made in advance and in writing, all invoices must be paid within 15 days of the invoice date and late fees of the higher of 1.5% per month or the maximum rate then allowable pursuant to applicable law shall be incurred by Customer. If it becomes necessary for Company to utilize a collection agency and/or an attorney to collect any unpaid amount owed or to assist in effectuating the lien provisions herein, Customer shall be obligated to pay the collection agency fees and/or attorney fees, and expenses including court costs incurred, regardless of whether litigation is actually filed.
  21. Lien Rights. Company shall have a lien on the merchandise and upon any and all property belonging to Customer in Company’s possession, custody or control for all amounts of any kind due to Company. Company shall have a lien on such merchandise and may refuse to surrender possession of the merchandise until all charges or debts are paid in full. If such amounts remain unpaid for 30 days after Company’s demand for payment, Company may sell the Goods at a public auction or private sale or in any other manner reasonable, and shall apply the proceeds of such sale to the amounts owed. Customer remains responsible for any deficiency outstanding to Company.
  22. Liability.
  23. Company shall not be liable for any loss or destruction of or damage to the merchandise, however caused, unless such loss, damage or destruction resulted from Company’s failure to exercise such care in regard to the merchandise as a reasonably careful person would exercise under like circumstances. Company is not liable for damages which could not have been avoided by the exercise of such care. Company and Customer agree that Company’s duty of care referred to herein shall not extend to providing a sprinkler system at the warehouse complex or any portion thereof.
  24. In no event shall Company be liable for any delays, losses or damage of any kind caused, in whole or in part, by:
  25. acts of God; public authorities; strikes; labor disputes; weather; mechanical or equipment failures; cyber attacks; civil commotions; hazards incident to a state of war; acts of terrorism; organized crime, acts or omissions of customs, immigration, law enforcement, or quarantine officials; acts of third party carriers; the nature of the freight or any defects thereof; inherent vice of the merchandise; perishable qualities of the merchandise; fires; frost or change of weather; sprinkler leakage; floods; wind; storm; moths; public enemies; or other causes beyond its control;
  26. fragile articles injured or broken, unless packed by Company’s employees and unpacked by them at the time of delivery;

iii. pilferage or theft, unless such loss or damage is caused by the failure of Company to exercise such ordinary care required by law; and

  1. concealed damage, or for losses incurred due to the concealed damage of the merchandise.
  2. Monetary Maximum Liability: In the event of loss or damage to the merchandise for which Company is legally liable, Company’s liability shall be limited to value of the services provided or contracted to be provided by Company with respect to such merchandise, subject to a maximum of USD $.50 per pound of the merchandise, unless Customer explicitly negotiates with Company for a higher maximum liability amount for which higher service rates shall be applied by Company for any and all services requested with respect to such merchandise and/or insurance is purchased with the incremental amounts for the benefit of both Company and Customer.
  3. No Consequential Damages. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF COMPANY’S DUTIES, NEGLIGENCE LIABILITY WITHOUT FAULT OR ANY OTHER LEGAL THEORY OR BASIS, SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF MARKET, LOSS OF INCOME, DAMAGES ARISING FROM LOSS, ATTORNEYS FEES OR PUNITIVE DAMAGES, WRONG DELIVERY, OR DAMAGE TO PROPERTY, LOSS OF USE OF GOODS, COST OF SUBSITUTED GOODS, DELAYED DELIVERY OR FAILURE TO ATTEMPT DELIVERY, WHETHER OR NOT COMPANY HAD KNOWLEDGE THAT SUCH DAMAGES OR LOSSES MIGHT OCCUR.

EXCEPT AS TO THE MONETARY MAXIMUM LIABILITY SET FORTH IN PARAGRAPH 9(C) ABOVE, COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGE OR LOSS OF ANY KIND TO THE MERCHANDISE, EVEN IF SUCH DAMAGE OR LOSS IS CAUSED, IN WHOLE OR IN PART, BY ITS OWN NEGLIGENCE.

  1. Optional Insurance and Waiver of Subrogation. Company does not insure the merchandise in transit, storage, or in its actual or constructive possession, and the rates or charges quoted, negotiated, or billed to Customer do not include any insurance on the merchandise.  The merchandise will therefore not be insured for any loss or damage, and the limitation of Liability set forth in paragraph 9 shall apply in all circumstances where Company is legally liable for such loss or damage, unless the Customer has requested in writing that Company obtain insurance for the Customer’s and Company’s benefit, and the Customer has paid the required premium to Company for such insurance. Except as provided herein, Company will not obtain insurance on the merchandise for Customer’s benefit while the merchandise is in the actual or constructive possession of Company or in transit to or from the Company’s premises.   To the extent that Customer has insured the merchandise, then Customer agrees that it shall name Company as an “Additional Insured” with equal coverage as Customer.  Also, Customer hereby waives any and all subrogation rights against Company.
  2. Inspection & Security. All shipments are subject to inspection by Company; and/or by third party logistics intermediaries hired by Customer and/or by Company, if any; and by any duly authorized government or regulatory entities. Notwithstanding the foregoing right to inspect shipments, Company is not obligated to perform such inspection except as mandated by law. Further, Company reserves the right to unilaterally reject any shipment that it deems unfit for any reason.  Customer agrees and acknowledges that Company may covertly alert any law enforcement authorities with respect to any merchandise and/or shipment that may have already or be on the verge of violating applicable law.
  3. Notice of Claim and Filing of Suit.
  4. Company shall not be liable for any claim whatsoever for any loss, damage, or destruction of the merchandise unless it is timely submitted, in writing, within a maximum of 9 months after the merchandise is delivered to its intended destination or its damage or destruction if it does not arrive at the intended destination.
  5. Time Bar. Any lawsuit or similar legal proceeding against Company is forever waived and barred unless a lawsuit is timely filed within two years and one day from the date that the claim is rejected by the Company or deemed rejected by the Company as per the provisions of the Carmack Amendment which governs claim handling by carriers and forwarders.
  6. Notices. All written notices herein may be transmitted by any commercially reasonable means to Company at the address provided herein and the Customer at the address on any shipping documents, e-mails, and/or Company invoices.
  7. Governing Law. Except as may be provided otherwise herein, these Standard Terms and any claim arising or related to the Standard Terms are governed by the laws of the State of Texas without reference to its conflict of laws principles.  Moreover, Customer and Company explicitly agree to opt out of any federal laws and regulations that would otherwise apply and/or that would conflict or contradict the terms hereof.  In this regard, Company and Customer expressly waive any or all rights and remedies under the Carmack Amendment that would otherwise govern or apply to the storage, handling, transportation, forwarding, and/or other services provided by or requested from Company, and all services covered under these Standard Terms shall not be subject to the waived rights and remedies and may not be subsequently challenged on the ground that it violates the waived rights and remedies.
  8. Merger; Waiver; Severability, etc. These Standard Terms, and any quotes and invoices from Company, related to the services provided by or requested from Company, constitute the entire understanding between Customer and Company.  They supersede all prior or contemporaneous verbal or written negotiations, statements, representations, or agreements. These Standard Terms cannot be modified by Customer unless such modification is in writing and signed by an authorized agent on behalf of Company.  If any section or portion of these Standard Terms is held by any court to be illegal or unenforceable it shall not affect the legality or enforceability of the remaining provisions or terms and conditions herein. Company’s failure to insist upon strict compliance with any provision shall not constitute a waiver or estoppel to later demand strict compliance thereof and shall not constitute a waiver of or estoppel to insist upon strict compliance with all other provisions of this Warehouse Receipt.
  9. Headings Not Binding. The use of headings herein is for ease of reference only. Headings shall have no effect and are not considered to be part of or a term of the Standard Terms.
  10.  Federal Regulations.  To the extent applicable, and as authorized under 49 USC Section 14101, Customer hereby waives any and all rights and remedies it would otherwise have under federal statute and regulations and agrees to have these Standard Terms govern the rights, duties, and obligations between the parties.
  11.  Default Rates of Service.  In the event that services are requested or provided for which there is no established, written, and signed agreement establishing a specific rate, then the following default rates shall govern:

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