Part 1 – Terms & Conditions
Bill of lading:
According to the terms of the agreement and in consideration of service fees charged, the undersigned “Customer” retains Xpeditious Unlimited LLC (“Xpeditious Unlimited”) as its agent to arrange transportation services and to provide logistics advice. These services include but are not limited to: preparing and/or processing export declarations; providing and/or arranging Customs brokerage services; booking, arranging for or confirming cargo space; preparing and/or processing delivery orders or dock receipts; preparing and/or processing bills of lading; arranging for and/or providing crating, packing, unpacking and warehouse storage; arranging for cargo insurance; handling freight or other monies advanced by shippers, or remitting or advancing freight or other monies or credit in connection with the dispatching of shipments; and giving advice concerning letters of credit, licenses or inspections, or other documents or issues relating to the dispatch of cargo.
Customer understands that Xpeditious Unlimited is not a carrier, but that Xpeditious Unlimited will use its best efforts to select and engage responsible carriers, warehouseman and other transportation intermediaries on behalf of the Customer. Customer understands that the terms and conditions of the storage receipts of warehouseman and contracts of carriage of the water, road, or air carriers which Xpeditious Unlimited retains will apply to Customer as if Customer had entered into those contracts itself. Under some circumstances, Xpeditious may provide warehouse service, ocean carriage in its capacity as an Non-Vessel Operating Common Carrier, or air carriage in its capacity as an indirect Air Carrier- to such instance, the terms of Xpeditious warehouse receipt or bill of lading will apply as if it had been issued to the Customer. Customer is directed to the copies of these documents posted on Xpeditious Unlimited web site.
Customer shall comply with all applicable laws and government regulations of any country to, from, through or over which its goods may be carried, including those relating to the packing, carriage, or delivery of the goods, and shall furnish such information to Xpeditious as may be necessary to comply with such laws and regulations. Customer warrants that the goods are properly marked, addressed, and packaged to withstand any contemplated method of transport. Customer, or such person or entity that originates and tenders good for handling or transport, hereby consent to an inspection of cargo.
1A) Limitation of Liability for Loss, Damage or Delay:
Xpeditious Unlimited will not be liable for any loss, delay or damage to goods caused by a carrier or warehouse. Xpeditious Unlimited will assert a claim for loss, damage, or delay against the carrier or warehouse on behalf of customs, but the recovery on such claims will, in nearly every case, be limited by the terms of the underlying contracts of carriage or storage. For truck transportation, warehousing and domestic air transportation, liability for damage is typically limited to $0.50 per pound or $40 per article, whichever is less. In international air transportation damage is typically limited to 17 Special Drawing Right per kilogram. For carriage by water damage is typically limited to $500.00 per package or customary freight unit.
Xpeditious Unlimited will not be liable for any loss, delay or damage to goods caused by acts of God, public authorities, strikes, labor disputes, weather, mechanical failures, civil commotion, acts of terrorism, hazards incident to a state of war, acts of omissions of customs, or defect in the goods being shipped. Xpeditious Unlimited will not be liable for any punitive or exemplary damages nor any special, incidental or consequential damages including lost income, profits, interest, or loss of market, whether or not Xpeditious Unlimited had knowledge that such damages might be incurred.
UNLESS OTHERWISE SPECIFIED, IT SHALL BE PRESUMED THAT THE VALUE OF CUSTOMER’S GOODS DOES NOT EXCEED $0.50 PER POUNT OR $40 PER ARTICLE, WHICHEVER IS LESS, AND CUSTOMER AGREES THAT XPEDITIOUS UNLIMITED LIABILITY FOR ANY LOSS, DAMAGE, OR DELAY TO THE GOODS RESULTING FROM XPEDITIOUS UNLIMITED NEGLIGENCE OR OTHER FAULT, IF ANY, WILL BE LIMITED BY THIS PRESUMPTION. CUSTOMER HAS THE OPTION OF PAYING SPECIAL COMPENSATION TO PROCURE INSURANCE COVERAGE FOR PHYSICAL LOSS OR DAMAGE IN EXCESS OF THESE LIMITS BY INITIALING THE “I DO” SPACE IN 1B BELOW AND DECLARING THE ACTUAL REPLACEMENT VALUE OF THE GOODS IN ACCORDANCE WITH THE TERMS OF PARAGRAPH 1B BELOW
CUSTOMER IS ENCOURAGED TO PURCHASE FREIGHT INSURANCE OR TO INSTRUCT XPEDITIOUS UNLIMITED TO PURCHASE FREIGHT INSURANCE ON ITS BEHALF IF THE AFORESAID LIMITATIONS POSE UNACCEPTABLE RISKS TO THE CUSTOMER.
XPEDITIOUS UNLIMITED WILL ONLY HONOR INSURANCE CLAIMS WHEN A PREMIUM IS CHARGED ON AN INVOICE AND COLLECTED BY XPEDITIOUS UNLIMITED FOR THE SHIPMENT IN WHICH THE CLAIM OCCURRED.
1B) Service Fees Do not Include Cargo Insurance Unless requested (Premium Paid); Declaration of Value for Insurance Purposes:
Xpeditious Unlimited fees and charges may include the cost of insurance covering physical loss or damage with a deductible of 5% of shipment value but not less than $750 or more than $ 2,500.* (Please note that $2500 deductable will not apply for shipments valued above $100,000. Xpeditious Unlimited reserves the right to increase deductible, but such increase would be mutually agreed on with shipper). This insurance will be procured by Xpeditious Unlimited, when requested by and for the benefit of Customer. However, Customer understands that Xpeditious Unlimited may decline Customer’s request to procure insurance. Customer agrees, in those instances in which Xpeditious Unlimited accepts Customer’s request to procure insurance, to pay additional compensation in order to procure insurance in excess of Xpeditious Unlimited limit of liability for physical loss or damage to the actual replacement value of the goods and understands that failure to pay insurance fees shall result in the loss of coverage. Customer shall inform Xpeditious Unlimited in writing of the actual replacement value of each shipment it wishes to insure; the failure of Customer to so advise Xpeditous Unlimited shall result in there being no insurance coverage procured.
I have reviewed the limitations of Xpeditous Unlimited liability for loss, delay and damage to goods moved under this agreement, and
I_________ DO want Xpeditious Unlimited to procure insurance for Customer’s benefit for physical loss or damage.
I_________ DO NOT want Xpeditious Unlimited to procure insurance for Customer’s benefit for physical loss or damage.
1C) Customer Warranties; Inspection of Shipments:
Customer warrants that it shall not tender to Xpeditious Unlimited any shipment containing explosives, destructive devices or hazardous material for transport, handling or storage. Customer warrants that it shall consider all Customer Supply Chain Security Recommendations and Guidelines issued by Xpeditious Unlimited. Customer agrees that Xpeditious Unlimited is allowed to inspect, through physical or any other means, any shipment tendered to Xpeditious for transport, handling or storage, including shipments in sealed packaging. Xpeditious Unlimited has the right to reject, and return to Customer at Customer’s expense, any shipment tendered to it in violation of the Customer’s warranties as set forth herein. Customer shall make no claim no bring suit against Xpeditious or any person or entity acting on behalf of Xpeditious Unlimited arising from an inspection. Customer shall hold harmless Xpeditious Unlimited from and shall defend and indemnify Xpeditious Unlimited against any damage, loss, claim or suite arising from any breach of the Customer’s warranties as set forth herein.
1D) Prompt Notice of Loss, Delay or Damage Required:
Customer agrees to inspect its shipment upon delivery and to give prompt notice of any loss or damage within 5 days of delivery. Any oral notice of claim must be followed by written notice of claim. Customer agrees that Xpeditious Unlimited will not be held responsible for any loss or damage if written notice of damage is not provided to Xpeditious Unlimited within 10 days of delivery to the Customer or in the event of loss within 15 days of when the goods should have been delivered. Customer agrees to monitor its shipment and to immediately give notice in writing to Xpeditious Unlimited of any delay. Any notice of delay must be made in writing no later than 5 days after the Customer’s anticipated date of delivery. Customer agrees that notification of delay does not invalidate Xpeditous Unlimited limitation of liability set forth in paragraph 1A above.
1E) Payment of Invoices Required Before Consideration of Claims:
Customer agrees that Xpeditious Unlimited has no obligation to consider claims, or to prosecute such claims against carrier or warehousemen on behalf of Customer if Customer has not paid Xpeditious Unlimited invoices.
1F) Xpeditious Unlimited Given a Lien on Insurance Proceeds:
Customer agreed that Xpeditious Unlimited shall have a lien in the amount of any unpaid invoices on any insurance proceeds issuing as a result loss, delay or damage to Customer’s cargo.
1G) Claims Expire After One-Year:
Any suit brought against Xpeditious Unlimited must be commenced within one year of the date of this agreement or after completion of the services performed, whichever is later. In the event of delay or non-delivery, the scheduled delivery date shall be deemed as the day of which services were completed for purposes of computing the one year time limit.
Part 2 – Payment Terms and Credit Agreement
2A) Payment Guaranteed by Customer:
Customer guarantees payment for all services rendered and carriage arranged by Xpeditious Unlimited on Customer’s behalf, no matter what person ordered the services or benefited there from.
2B) Customer Bears Risk of Foreign Exchange Fluctuations:
Estimate of service charges may have been giving by Xpeditious Unlimited using current exchange rates. Actual charges may differ in accordance with variations in the currency exchange rate at the time service is provided.
2C) Service Fees Accrue on Late Payments:
Customer agrees to pay Xpeditious Unlimited invoices within 10 days from the date of issuance. For any payment not received within ten days, Customer agrees that Xpeditious Unlimited will be entitled to a late fee of 1 ½ % of the outstanding amount for each month of fraction thereof from the invoice date.
2D) Xpeditious Unlimited Entitled to Attorney Fees Incurred in Collection:
Customer agrees to pay Xpeditious Unlimited attorney fees, costs and other expenses incurred in the event this account requires that an attorney be engaged for purpose of collection.
2E) Xpeditious Unlimited Given a Lien of Goods for Unpaid Charges:
The Customer and the consignee or holder of or assignee on any bill of lading shall be jointly and severally liable for all unpaid charges for services provided under this agreement. When Xpeditious Unlimited is instructed to collect charges from any person or entity other the Customer, the Customer shall remain liable for the charges and interest if Xpeditious Unlimited is not paid.
XPEDITIOUS UNLIMITED SHALL HAVE A LIEN ON ANY GOODS SHIPPED UNDER THIS AGREEMENT FOR FAILURE TO PAY CHARGES ON BOTH CURRENT AND PRIOR SHIPMENTS, REGARDLESS OF CREDIT ARRANGEMENTS, OWED BY THE CUSTOMER OR CONSIGNEE OR HOLDER OF OR ASSIGNEE ON ANY BILL OF LADING. CUSTOMER AGREES THAT XPEDITOUS UNLIMITED LIEN CONTINUES IN EFFECT AFTER THE GOODS ARE DELIVERED AND UNTIL ALL CHARGES ARE PAID.
Customer agrees to sign any notice of a security interest whether in the form of a UCC-1 or other form we request. Customer appoints Xpeditious Unlimited as its attorney-in-fact to sign any such notice on Customer’s behalf in the event Customer fails to sign it immediately upon Xpeditious Unlimited request.
2F) Permission to Receive Credit Information:
Customer authorizes Xpeditious Unlimited to obtain Credit Report on Customer or any individuals listed below or to obtain credit and funding information from Customer’s bank, or other persons or entities listed as references below. It is understood that any such credit information will be held in strict confidence and used only for Xpeditious Unlimited business purposes. Customer further agrees to supply such additional information as may be required by Xpeditious Unlimited warrant future extensions of credit or to enable Xpeditious Unlimited to perfect liens or to recover upon any bond issued.
Part 3 – Special Power of Attorney Granted to Xpeditious Unlimited
Customer appoints Xpeditious Unlimited, and/or a customs broker designated by Xpeditious Unlimited, as its attorney in fact to act in Customer’s place for the purpose of transacting customs business, to issue and sign ATA Carnets and Shipper’s Export Declarations on behalf of Customer and for filing UCC-1 forms to perfect liens granted herein. Customer further grants to Xpeditious Unlimited full authority to act in any manner both proper and necessary to the exercise of the foregoing powers and ratify every act that Xpeditious Unlimited may lawfully perform in exercising those powers. This power of attorney is granted for the term of this agreement.
Note: The Customer may be required to execute an additional Power of Attorney from pursuant to U.S. Customs regulations.
Part 4 – Term of Agreement and Termination; Legal Jurisdiction
4A) Term of Agreement and Termination:
This Agreement shall be effective upon execution and shall remain in effect until canceled by either party upon thirty days written notice to the other party, or upon breach of the agreement by Customer for failure to pay Xpeditious Unlimited fees.
Customer understands that the terms and conditions under which Xpeditious Unlimited services are provided are subject to change. Customer is advised to take note of the most current terms and conditions which are posted on Xpeditous Unlimited and which are also available to Customer upon request.
4B) Applicable Law & Forum Selection:
To the extent not governed by applicable federal statutes, the laws of the state of California shall govern the validity, construction and performance of this Agreement and all controversies and claims arising hereunder. Customer agrees that the forum for any litigation arising out of the performance of this Agreement, whether initiated by the Customer or Xpeditious Unlimited, shall be Los Angeles County, California.
4C) This Form is The Entire Agreement and Supersedes Contrary Orders:
These terms comprise the entire agreement between Customer and Xpeditious Unlimited. If the terms of this agreement differ in any material way from the terms of Customer’s order, this agreement shall be construed as a counter-offer and shall not be effective as acceptance of Customer’s order unless Customer assents to the terms herein.
Part 5 – Acknowledgement and Warranty of Authority
Warranty of Authority & Certification
The person signing this Agreement of behalf of the Customer represents and warrants that he or she has the authority to sign this agreement on behalf of the Customer, including appointment of Xpeditious Unlimited as Customer’s attorney in fact and to assure Xpeditious Unlimited full and prompt payment. The person signing below certifies that the information given in the Customer Data and Credit References is true, correct and complete and further understands that Xpeditious Unlimited will rely on this information for the extension of credit.
Signature: ____________________Print Name:____________________Position or Title:_____________
Date:______________ On behalf of Company or Artist