Terms and Conditions
These Terms and Conditions govern all services provided by Altia Solutions, including air freight, ocean freight, ground (trucking and rail), customs clearance, warehousing and distribution, project logistics and 3PL/4PL services.
Altia Solutions 303 South Temple Drive, Suite 304 Diboll, TX 75941, U.S.A. Phone: (832) 916-2047 Email:
info@altiaglobal.com
IMPORTANT NOTICE: The Customer’s attention is drawn to the clauses in these Terms and Conditions which exclude or limit the Company’s liability, and to those which require the Customer to indemnify the Company in certain circumstances.
Definitions and Application
1. In these Conditions:
- “Company” means Altia Solutions, and includes any parent, subsidiary or affiliated company of Altia Solutions.
- “Person” includes individuals and any body or bodies corporate.
- “Owner” means the owner of the goods (including any packaging, containers or equipment) to which any business concluded under these Conditions relates, and the consignee or any other Person who is or may become interested in, in possession of, or entitled to possession of them.
- “Customer” means any Person at whose request or on whose behalf the Company undertakes any business or provides advice, information or services.
2. (a) Subject to sub-clause (b) below, all activities of the Company in the course of business, whether gratuitous or not, are undertaken subject to these Conditions.
(b) If any legislation, regulation or international convention is compulsorily applicable to any business undertaken, these Conditions shall, as regards such business, be read as subject to it. Nothing in these Conditions shall be construed as a surrender by the Company of any of its rights or immunities, or as an increase of any of its responsibilities or liabilities, under such legislation. If any part of these Conditions is inconsistent with such legislation, that part shall be overridden to that extent and no further.
3. The Customer warrants that it is either the Owner or the authorized agent of the Owner, and that it has authority to accept these Conditions not only for itself but also as agent for and on behalf of the Owner.
4. By authorizing the Customer to enter into any contract with the Company, and/or by accepting any document issued by the Company in connection with such contract, the Owner irrevocably accepts these Conditions for itself, its agents, and any parties on whose behalf it or its agents may act. In particular, the Owner accepts that the Company may enforce against it, jointly and severally, any liability of the Customer under these Conditions, and may recover from it any sums payable by the Customer which have not been paid upon proper demand.
The Company
5. (a) Subject to Clauses 13 and 14 below, the Company may procure any or all of its services as an agent, or provide those services as a principal.
(b) The offer and acceptance of an inclusive price for any service does not by itself determine whether that service is arranged by the Company as agent or provided by the Company as a contracting principal.
(c) When acting as an agent, the Company does not make or purport to make any contract with the Customer for the carriage, storage, packing or handling of any goods, or for any other physical service relating to them. It acts solely on behalf of the Customer in securing services by establishing contracts with third parties, so that direct contractual relationships are created between the Customer and those third parties.
(d) On demand by the Customer, the Company shall provide evidence of any contract entered into as agent for the Customer. If the Company fails to do so, it shall be deemed to have contracted with the Customer as a principal for the performance of the Customer’s instructions.
6. When and to the extent that the Company has contracted as principal for any of its services, it undertakes to perform, or in its own name to procure the performance of, those services. Subject always to these Conditions as a whole, and in particular to Clauses 26 to 29, the Company accepts liability for loss of or damage to goods taken into its charge, occurring between the time it takes the goods into its charge and the time it is entitled to call upon the Customer or Owner to take delivery.
7. When and to the extent that the Company is acting as an agent on behalf of the Customer, it acts in a customary manner. The Customer expressly authorizes the Company to enter into contracts on behalf of the Customer and the Owner:
- for the carriage of goods by any route, means or Person;
- for the storage, packing, transshipment, loading, unloading or handling of the goods by any Person, at any place and for any length of time;
- for the carriage or storage of goods in or on transport units (as defined in Clause 19(c)) together with other goods of any nature; and
- to do such acts as, in the opinion of the Company, are reasonably necessary to perform its obligations in the interests of the Customer and the Owner.
8. The Company reserves a reasonable liberty as to the means, route and procedure to be followed in the handling, storage and transportation of goods. Where no particular route has been agreed, the Customer agrees that the agreed route is the one the Company chooses within that liberty.
9. The Company may perform any of its obligations itself or through a sub-contractor. So that any sub-contractor may take the benefit of these Conditions, the Company acts as agent and trustee for that sub-contractor in entering into a contract governed by these Conditions with the Customer and Owner.
10. The Company shall have a general lien on all goods and documents relating to goods in its possession, custody or control for all sums due at any time from the Customer or Owner. The Company may retain such goods and documents until payment of freight, expenses and all other sums due to it.
11. The Company shall be entitled to retain and be paid all brokerages, commissions, allowances and other remuneration customarily retained by or paid to freight forwarders.
12. (a) If the Customer or Owner does not take delivery of the goods, or any part of them, at the time and place the Company is entitled to call upon them to do so, the Company may store the goods at the sole risk of the Customer. The Company’s liability for the goods so stored shall then wholly cease, and the Customer shall pay the Company on demand all storage costs paid or payable by the Company or its agents or sub-contractors.
(b) At the Customer’s expense, the Company may sell or otherwise dispose of perishable goods, or goods not taken into delivery under Clause 12(a), in accordance with applicable law, including by obtaining an order from a court of competent jurisdiction where required.
13. (a) No insurance will be effected except on express written instructions from the Customer. All insurance effected by the Company is subject to the usual exceptions and conditions of the policies of the insurer or underwriters taking the risk. Unless otherwise agreed in writing, the Company is not obliged to effect separate insurance for each consignment and may declare it under any open or general policy it holds.
(b) Where the Company agrees to arrange insurance, it acts solely as agent for the Customer, using its best efforts to arrange that insurance, and subject to the limits of liability in Clause 29.
14. (a) Except under special arrangements previously made in writing, or in a printed document signed by the Company, any instructions for the delivery or release of goods only in specified circumstances (for example, against payment or against surrender of a particular document) are accepted by the Company only as agent for the Customer where third parties are engaged to carry out those instructions.
(b) The Company shall have no liability for the arrangements referred to in sub-clause (a) unless they are made in writing.
(c) In any event, the Company’s liability for performing or arranging the performance of such instructions shall not exceed its liability under these Conditions for loss of or damage to goods.
15. Advice and information, in whatever form given, is provided by the Company for the Customer only. The Customer shall indemnify the Company against any liability, claims, loss, damage, costs or expenses arising from any other Person relying on that advice or information. Except under special arrangements previously made in writing, advice and information not related to specific instructions accepted by the Company is provided free of charge and without liability.
16. (a) Except under special arrangements previously made in writing, the Company will not accept or deal with bullion, coin, precious stones, jewelry, valuables, antiques, pictures, human remains, livestock or plants. If a Customer nevertheless delivers such goods to the Company, or causes the Company to handle them, without such arrangements, the Company shall have no liability whatsoever for or in connection with those goods, however arising.
(b) The Company may at any time waive its rights and exemptions under sub-clause (a) for any of the categories listed. If such waiver is not in writing, the burden of proving it shall be on the Customer.
17. Except on written instructions previously received and accepted by the Company, the Company will not accept or deal with hazardous materials or dangerous goods, goods likely to harbor or encourage vermin or other pests, or goods liable to taint or affect other goods. If such goods are accepted under a special arrangement and the Company considers that they pose a risk to other goods, property, life or health, the Company shall, where reasonably practicable, contact the Customer, but reserves the right to remove or otherwise deal with the goods at the Customer’s expense. All hazardous materials must be declared, packed, marked, labeled and documented in accordance with applicable regulations, including U.S. Department of Transportation (49 CFR), IATA and IMDG requirements.
18. Where carriers, warehousemen or others offer a choice of rates according to the degree of liability they assume, no declaration of value (where optional) will be made except under special arrangements previously made in writing.
The Customer
19. The Customer warrants that:
(a) the description and particulars of any goods furnished by or on behalf of the Customer are full and accurate;
(b) all goods have been properly and sufficiently prepared, packed, stowed, labeled and marked, and that this preparation, packing, stowage, labeling and marking is appropriate to any operations or transactions affecting the goods and to the characteristics of the goods; and
(c) where the Company receives goods from the Customer already stowed in or on a container, trailer, tanker or any other device specifically constructed for the carriage of goods by land, sea or air (each a
“transport unit”), the transport unit is in good condition and suitable for carriage of the goods to their intended destination.
20. If the Customer, other than under special arrangements previously made in writing as set out in Clause 17, delivers to the Company or causes the Company to handle hazardous or dangerous goods, goods likely to harbor or encourage vermin or other pests, or goods liable to taint or affect other goods, the Customer shall be liable for all loss or damage arising in connection with those goods. The Customer shall indemnify the Company against all penalties, fines, claims, damages, costs and expenses arising in connection with them, and the goods may be dealt with in whatever manner the Company, or any other Person in whose custody they may be, thinks fit.
21. The Customer undertakes that no claim shall be made against any director, officer, employee or agent of the Company which imposes or attempts to impose on them any liability in connection with services that are the subject of these Conditions. If any such claim is nevertheless made, the Customer shall indemnify the Company against all its consequences.
22. The Customer shall defend, hold harmless and keep the Company indemnified from and against:
(a) all liability, loss, damage, costs and expenses whatsoever (including, without limitation, all duties, taxes, tariffs, fees, deposits and outlays of any nature levied by any authority, including U.S. Customs and Border Protection, in relation to the goods) arising from the Company acting on the Customer’s instructions, from any breach by the Customer of any warranty in these Conditions, or from the negligence of the Customer;
(b) without limiting sub-clause (a), any liability assumed or incurred by the Company where, by carrying out the Customer’s instructions, the Company has reasonably become, or may become, liable to any other party;
(c) all claims, costs and demands, by whomever made, in excess of the Company’s liability under these Conditions, whether or not they arise from the negligence or breach of duty of the Company, its employees, sub-contractors or agents; and
(d) any claims of a General Average nature which may be made on the Company.
23. (a) The Customer shall pay the Company all sums immediately when due, in U.S. dollars and by the payment method agreed, without reduction or deferment on account of any claim, counterclaim or set-off.
(b) Overdue sums shall bear interest at 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid. The Customer shall also pay all reasonable costs of collection, including attorneys’ fees.
24. Even where the Company has accepted instructions to collect freight, duties, charges or other expenses from the Owner or any other Person, the Customer shall remain responsible for them on receipt of evidence of proper demand, and in the absence of evidence of payment by the Owner or such other Person when due, for whatever reason.
25. Where liability for General Average arises in connection with the goods, the Customer shall promptly provide security to the Company, or to any other party the Company designates, in a form acceptable to the Company.
Liability and Limitation
26. The Company shall perform its duties with a reasonable degree of care, diligence, skill and judgment.
27. The Company shall be relieved of liability for any loss or damage if and to the extent that it is caused by:
(a) strike, lockout, stoppage or restraint of labor, the consequences of which the Company is unable to avoid by the exercise of reasonable diligence; or
(b) any cause or event which the Company is unable to avoid, and the consequences of which it is unable to prevent, by the exercise of reasonable diligence, including acts of God, war, terrorism, government action, epidemics, fire, flood and severe weather.
28. Except under special arrangements previously made in writing, the Company accepts no responsibility for departure or arrival dates of goods.
29. (a) Subject to Clause 2(b) and sub-clause (e) below, the Company’s liability, however arising and even if the cause of loss or damage is unexplained, shall not exceed:
(i) for claims for loss of or damage to goods, the lesser of:
- the value of the goods lost or damaged; or
- US$8.00 per kilogram of the gross weight of the goods lost or damaged, subject to a maximum of US$5,000 per package or unit; and
(ii) for all other claims, the lesser of:
- the value of the goods that are the subject of the relevant transaction between the Company and the Customer; or
- US$8.00 per kilogram of the gross weight of those goods, subject to a maximum of US$5,000 per package or unit.
(b) For the purposes of this Clause 29, the value of the goods shall be their value when they were, or should have been, shipped.
(c) Subject to Clause 2(b) and sub-clause (e) below, the Company’s liability for loss or damage resulting from failure to deliver, or arrange delivery of, goods within a reasonable time or (where there is a special arrangement under Clause 28) to meet agreed departure or arrival dates, shall not in any circumstances exceed twice the amount of the Company’s charges for the relevant transaction.
(d) Except for loss or damage referred to in sub-clause (c), and subject to Clause 2(b) and sub-clause (e), the Company shall not in any circumstances be liable for indirect, special or consequential loss, including (without limitation) loss of profits, loss of market, or the consequences of delay or deviation, however caused.
(e) By special arrangement agreed in writing, the Company may accept liability in excess of the limits in sub-clauses (a) to (d) if the Customer agrees to pay the Company’s additional charges for that increased liability. Details of these charges are available on request.
30. (a) These Conditions are without prejudice to any international convention or national law compulsorily applicable to any dispute relating to the carriage of the goods, including the Montreal Convention (air), the U.S. Carriage of Goods by Sea Act (ocean) and the Carmack Amendment, 49 U.S.C. § 14706 (domestic ground transport), where applicable.
(b) If the Company acts as a principal in an agreement for the carriage of goods by air, the following notice is given: if the carriage involves an ultimate destination or stop in a country other than the country of departure, the Montreal Convention or the Warsaw Convention may apply, and in most cases these conventions govern and limit the liability of carriers for loss of or damage to cargo. Agreed stopping places are those places (other than the places of departure and destination) shown under requested routing and/or shown in the carriers’ timetables as scheduled stopping places for the route. The address of the first carrier is the airport of departure.
31. (a) Receipt of visibly damaged goods by the Customer or Owner without notation of the damage on the delivery receipt shall invalidate any claim against the Company for that damage.
(b) Any claim for loss of or damage to goods not visible at the time of receipt must be notified to the Company in writing within fourteen (14) days of delivery, or, in the case of loss, within fourteen (14) days of the date the goods should have been delivered.
(c) The Company shall be discharged from all liability unless legal proceedings are brought within nine (9) months of the date of delivery or the date the goods should have been delivered, unless a longer period is mandatorily required by applicable law.
Law, Jurisdiction and Dispute Resolution
32. (a) These Conditions, and any act or contract to which they apply, shall be governed by the laws of the State of Texas and applicable U.S. federal law, without regard to conflict-of-law principles.
(b) Any dispute arising out of any act or contract to which these Conditions apply shall be subject to the exclusive jurisdiction of the state or federal courts located in Angelina County, Texas, and the Customer consents to the jurisdiction of those courts.
(c) In the event of a dispute, the parties may instead agree in writing to refer it to mediation or binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in force, with the seat of arbitration in Texas.
33. If any provision of these Conditions is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
34. The Company may update these Conditions from time to time. The version in force at the time the Company accepts the Customer’s instructions shall apply to that business.
Questions about these Terms and Conditions can be sent to Altia Solutions, 303 South Temple Drive, Suite 304, Diboll, TX 75941, U.S.A. · Phone: (832) 916-2047 · Email:
info@altiaglobal.com
