Terms and Conditions of Service
These terms and conditions of service constitute a legally binding contract between International Transport Management Corp. ("ITMC")
and its customers. In the event ITMC 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.
"ITMC" shall mean International Transport Management Corp., its subsidiaries, subcontractors, related companies, agents and/or representatives;
"Customer" shall mean the entity for which ITMC is rendering service, as well as its principals, related companies, agents, subcontractors,
and/or representatives, including, but not limited to, shippers, consignees, importers, exporters, carriers, stevedores, terminal operators,
secured parties, warehouse operators, buyers, sellers, shipper's agents, insurers and underwriters, break-bulk agents, 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;
"Documentation" shall mean all information received directly or indirectly from Customer, whether in paper or electronic form;
"Carrier" shall mean any entity carrying on the business of carrying goods by air, sea, rail, road, or any other mode,
whether or not operating its own equipment.
"Ocean Transportation Intermediaries" ("OTI") shall include an ocean freight forwarder and a non-vessel operating carrier;
"Third parties" shall include all entities to which the goods are entrusted for transportation, handling clearance, storage or otherwise".
2. Company as agent.
ITMC acts as the "agent" of/for the Customer for the purpose of performing duties in connection with any dealings on
behalf of the Customer with any Government Agency; for all other services, ITMC acts as an independent contractor.
3. Limitation of Actions.
(a) Unless subject to a specific statute or international convention, all claims against ITMC
for a potential or actual loss, must be made in writing and received by ITMC, within
30 days of any event giving rise to claim; the failure to give ITMC timely notice
shall be a complete defense to any suit or action commenced by Customer.
(b) All suits against ITMC must be filed and properly served on ITMC in the following manner:
(1) For claims arising out of ocean transportation, within one year from the date of the loss;
(2) For claims arising out of air transportation, within 3 months from the date of the loss;
(3) For any and all other claims of any other type, within 3 months 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,
ITMC shall take reasonable care in its selection of third parties, and in the selection of the means, route and procedure
to be followed in the handling, transportation, clearance and delivery of the shipment; advice by ITMC that a particular
person or firm has been selected to render services with respect to the goods, shall not be construed to mean that ITMC warrants
or represents that such person or firm will render such services nor does ITMC 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, ITMC shall reasonably
cooperate with the Customer, which shall be liable for any charges or costs incurred by ITMC.
5. Quotations not Binding.
Quotations as to any fees, charges, freight and duty, rates, insurance premiums, or any other charges, departure and arrival dates,
transit times, or specific named conveyances, voyages, or flights, given by ITMC to the Customer are for informational purposes only
and are subject to change without notice; no quotation shall be binding upon ITMC unless ITMC expressly in writing agrees to undertake
the handling or transportation of the shipment at a specific rate or amount, and time frame, set forth in the quotation and payment
arrangements are agreed upon between ITMC and the Customer.
6. Reliance on Information Furnished.
Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with any
Government Agency and/or third parties, and will immediately advise ITMC of any errors, discrepancies, incorrect statements,
or omissions on any declaration or other submission filed on Customers behalf; In preparing and submitting, export declarations,
applications, security filings, documentation and/or other required data, ITMC relies on the accuracy of all documentation,
whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure
the accuracy of all such information and shall indemnify and hold ITMC 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 agents, representatives or contractors upon which ITMC 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 its shipments.
7. Declaring Higher Value to Third Parties.
Third parties to whom the goods are entrusted may limit liability for loss or damage; ITMC will request excess valuation coverage
only upon specific written instructions from the Customer, which 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 ITMC’s discretion, the goods may be
tendered to the third party, subject to the third party's limitations of liability and/or terms and conditions of service.
Unless requested to do so in writing and confirmed to Customer in writing, ITMC 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, ITMC makes no express or implied warranties
in connection with its services;
(b) In connection with all services performed by ITMC, Customer may obtain additional liability
(c) coverage, up to the actual or declared value of the shipment or transaction, by requesting such
coverage and agreeing to make payment therefore, which request must be confirmed in writing by
ITMC prior to rendering services for the covered transaction(s).
(c) In the absence of additional coverage under (b) above, ITMC's liability shall be limited to the following:
where the claim arises from activities other than those relating to customs business,
$500.00 per shipment or transaction, or
where the claim arises from activities relating to "Customs business," $125.00 per entry
or the amount of brokerage fees paid to a third party customs broker for the entry, whichever is less;
(d) In no event shall ITMC be liable or responsible for consequential, indirect, incidental,
statuatory 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 ITMC agrees 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 ITMC.
11. Indemnification/Hold Harmless.
The Customer agrees to indemnify, defend, and hold ITMC harmless from any claims and/or liability, fines, penalties
and/or attorneys' fees arising from the transportation, importation, or exportation of customers merchandise and/or
any conduct of the Customer, including but not limited to the untimely and/or inaccurate nature 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 ITMC 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 ITMC may incur, suffer or be required to pay by
reason of such claims; in the event that any claim, suit or proceeding is brought against ITMC, it shall give notice in writing
to the Customer by mail at its address on file with ITMC.
12. C.O.D. or Cash Collect Shipments.
ITMC 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.
13. Costs of Collection.
In any dispute involving funds owed to ITMC, ITMC shall be entitled to all costs of collection, including reasonable attorney's fees
and interest at 3% per annum or the highest rate allowed by law, whichever is less unless a lower amount is agreed to by ITMC.
14. General Lien and Right to Sell Customer's Property.
ITMC shall have a general and continuing lien on any and all property of Customer coming into ITMC's actual or constructive
possession or control for balances owed to ITMC with regard to the shipment on which the lien is claimed, any prior shipment(s)
and/or both; ITMC shall provide written notice to Customer of its intent to exercise such lien, the exact amount 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 ITMC's rights
and/or the exercise of such lien. Unless, within thirty days of receiving notice of lien, Customer posts cash or other collateral,
or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due, to ITMC, guaranteeing
payment of the balance owed, plus all storage charges accrued or to be accrued, ITMC shall have the right to sell such shipment(s)
at public or private sale or 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 applicable Federal and State laws it has the duty and is solely liable for maintaining
all records required under such Laws and Regulations; unless otherwise agreed upon in writing, ITMC shall only keep such records
that it is required to maintain by Statute(s) and/or Regulation(s), but not act as "record keeper" or "recordkeeping agent" for Customer.
16. Obtaining Binding Rulings, Filing Protests, etc.
Unless requested by Customer in writing and agreed to by ITMC in writing, ITMC shall be under no obligation to contract for 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 ITMC prepares and/or issues a bill of lading, ITMC shall be under no obligation to specify thereon the number of pieces
and/or packages, etc.; unless specifically requested to do so in writing by Customer or its agent and Customer agrees to pay for
all charges resulting from the declaration of pieces and/or packages on such bills of lading. ITMC shall rely upon and use the
cargo weight and volume as supplied by Customer or its agents.
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 ITMC;
any attempt to unilaterally modify, alter or amend same shall be null and void.
The compensation of ITMC for its services may be included with and is in addition to the rates and charges of all carriers
and other entities selected by ITMC to transport and handle the goods and such compensation shall be exclusive of any
brokerage, commissions, dividends, or other revenue received by ITMC from carriers, insurers and others in connection
with the shipment. On ocean exports, upon request, ITMC shall provide a detailed account of the components of all charges
assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or action against
the Customer for money due ITMC, upon recovery by ITMC, the Customer shall pay the expenses of collection and/or
litigation including reasonable attorney fees.
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. ITMC'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 New Jersey without giving consideration to principals of conflict of law.
Customer and ITMC irrevocably consent to the jurisdiction of the United States District Court and the State courts of New Jersey;
agree that any action relating to the services performed by ITMC, shall only be brought in said courts; consent to the exercise
of in personam jurisdiction by said courts over it, and further agree that any action to enforce a judgment may be instituted in any jurisdiction.