SHIPSPRY LLC

15170 N Hayden Road
Suite 5
Scottsdale, AZ 85260 USA
Phone # (602) 805-1944
Accounting@SHIPSPRY.com

The following Terms and Conditions of Service (“Terms and Conditions”) constitute a legally binding contract between SHIPSPRY LLC (hereinafter “SHIPSPRY” or “Company”) and the “Customer.” These Terms and Conditions apply to all shipments of Cargo for which SHIPSPRY makes arrangements for logistics or transportation, whether by air, water, rail, or motor carrier, and also apply to any other Services provided by SHIPSPRY. In the event SHIPSPRY renders Services and issues a document or enters into an executed agreement relating to the provision of Services that contains terms and conditions that vary from those set forth herein, the provisions in such other document/agreement shall govern to the extent of any conflict with these Terms and Conditions. Otherwise, the following Terms and Conditions shall govern any Services rendered by SHIPSPRY. These Terms and Conditions may be updated by SHIPSPRY at any time so please check https://www.SHIPSPRY.com/terms/ for the most current Terms and Conditions.

1. Definitions.
1. “Cargo” shall mean any goods, merchandise, raw materials, supplies, equipment, apparatuses,products, or other property that relate to or are the subject of any Services rendered or to berendered by, through, or under SHIPSPRY, and
2. “Company” shall mean SHIPSPRY, its subsidiaries, affiliates, related companies, agents and/orrepresentatives, and
3. “Customer” shall mean the person or entity for whom SHIPSPRY renders Service and any agentsor representatives of that person or entity, including but not limited to, shippers, importers,exporters, carriers, secured parties, warehouse workers, buyers, sellers, shipper’s agents, insurersand underwriters, break-bulk agents, and consignees. It is the responsibility of the Customer toprovide notice and copy(s) of these Terms and Conditions of Service to all such agents orrepresentatives, and
4. “Documentation” shall mean all information received directly or indirectly from the Customer,whether in paper or electronic form, and
5. “Force Majeure” shall mean and include, but is not limited to, flood, earthquake, storm, and other actsof God, pandemic, fire, derailment, accident, strike, lockout, labor dispute, explosion, war orother violence, insurrection, terrorism or terroristic threats, riot or other civil unrest, embargo, act ororder of government or governmental agency, shortage of power or any cause that is beyond thereasonable control of SHIPSPRY or the Service Provider that accepts, handles, transports, stores,warehouses, and/or delivers Cargo, or otherwise provides Services, and
6. “Ocean Transportation Intermediaries” (OTIs) shall include all “ocean freight forwarders” and“non-vessel operating carriers,” and
7. “Service” or “Services” shall mean all handling, freight forwarding, brokerage, transportation,logistics, or other services relating to or involving the import, export, pickup, handling, storage,warehousing, processing, packaging, transportation, and/or delivery of Cargo as defined herein,and
8. “Service Providers” shall include, but is not limited to, motor carriers, rail carriers, ocean carriers,truckmen, cartmen, lightermen, freight forwarders, brokers, OTIs, customs brokers, agents,warehousemen, and other contractors or subcontractors to whom Cargo is entrusted for theprovision of Services relating to or involving the import, export, pickup, handling, storage,warehousing,  processing, packaging, transportation, and/or delivery of Cargo, or who otherwise provide Services.
2. Company as Agent.
1. SHIPSPRY acts as the “agent” of the Customer only for the purpose of performing duties in connectionwith the entry and release of goods, post entry services, the securing of export licenses, the filing ofexport documentation on behalf of the Customer and other dealings with Government Agencies;however, as to all other Services, SHIPSPRY acts as an independent contractor in performing orprocuring Services for the Customer.
3. Customer Responsibilities.
1. Customer is responsible for properly marking, packing, and labeling Cargo so it will safelywithstand ordinary mechanical handling in transit and be in compliance with all laws, regulations,and requirements which may be applicable. Customer must provide proper shipping instructionsand Documentation to enable SHIPSPRY and any Service Providers to safely and securely providethe Services. The customer warrants to SHIPSPRY that the description of all Cargo particulars,including, but not limited to, the weight, content, measure, quantity, quality, condition, marks,numbers, value and country of manufacture, origin, and destination are correct. Unless otherwise agreed in writing, Customer is responsible for proper loading and unloading of the Cargo onto SHIPSPRY’s or Service Provider’s equipment. Customer shall indemnify and hold harmlessSHIPSPRY from all fines, penalties, or damages resulting from Customer’s breach of this provision.Uncrated, unprotected or improperly packaged Cargo is handled on a “hold harmless” basis, andliabilities will not be assumed by SHIPSPRY in the event of damage to any Cargo.
2. SHIPSPRY accepts shipments on an outer-pack level inspection and does not re-count or inspectinner packs or their internal contents unless specifically agreed to do so in an executed Statement of Work (SOW). The internal content of the shipment is considered as “Said to Contain” (STC) and/or “Shipper Load and Count” (SLC). It is recommended that for high-risk shipments such ashigh value or vulnerable commodities, the Customer utilizes tamper-evident packaging or tape orother means to further protect the Cargo. Any disturbance to this tamper-evident packaging ortape must be noted on the delivery receipt at the time of delivery.
3. Customer shall comply with all applicable laws, customs requirements, and other government regulations of any country to, from, through, or over which the Cargo may be carried, includingthose relating to the packaging, carriage, or delivery of the Cargo, and the Customer shall furnishsuch information and attach such documents to the waybill as necessary to comply with any ofsuch laws, customs, and regulations. Customer is responsible to assign a customs broker forcustoms clearance. Customer shall comply with, and is responsible for paying, all duties, taxes,fines, and all expenses associated with the requirements of customs, ports, and other authorities.Customer is also solely responsible for all losses and damages incurred or suffered due to anyillegal, incorrect, or insufficient marking, numbering, or addressing of the Cargo, or caused by Customer’s failure to comply with any laws, customs regulations, port requirements, or othergovernment regulations. SHIPSPRY shall not be liable for loss, damage, delay, detention, storageor other expenses arising out of the Customer’s failure to comply with any such laws, customs requirements, or regulations of any government authority.
4. Any article susceptible to damage by ordinary handling must be adequately protected with proper packing by the Customer and must be marked or bear appropriate labels. If a container has beenloaded or stuffed by or on behalf of Customer, SHIPSPRY is not liable for loss of or damage to Cargo caused by the manner in which a container was loaded or packaged, nor is SHIPSPRY liablefor any loss or damage to Cargo:
   (i) caused by the unsuitability of the Cargo for carriage in suchcontainer(s)
   (ii) caused by the unsuitability or defective condition of the container; or
   (iii) thatWhy would have been apparent upon reasonable inspection by Customer at or prior to the time when the container was loaded or packaged. Customer shall defend, indemnify and hold harmless SHIPSPRY from and against any loss, damage, claim, liability, or expense caused by or arising from Customer’s failure to meet the requirements of this subsection or due to any of the matters described in(i)-(iii) above.
5. Unless otherwise disclosed in writing by Customer and accepted in writing by SHIPSPRY, the Customer warrants that Cargo tendered or delivered to SHIPSPRY in furtherance of any Services does notcontain or constitute hazardous materials or dangerous goods. Customer agrees to notify SHIPSPRY in advance of Customer’s intent for SHIPSPRY to handle or transport any dangerous goods or hazardous material in any shipment, and agrees to properly classify and describe the Cargo, and toprovide SHIPSPRY with all necessary or useful information for the safe storage and handling of the Cargo, including, but not limited to, Material Safety Data Sheets and/or Product Safety Data Sheets.Customer represents that in the event any Cargo it tenders or causes to be tendered to SHIPSPRY isclassified as dangerous goods by the International Air Transport Association or hazardous materialby the United States Department of Transportation or another government agency, such items,when tendered to SHIPSPRY, shall be limited to materials and quantities authorized for airtransportation (regardless of the routing or the mode by which the shipment is transported) andwill be properly labeled, packaged and transportable under applicable rules, regulations, and lawsof the federal, state and local jurisdictions and/or countries through which they are to betransported, as applicable.
6. Customer agrees not to tender for transportation any Cargo which requires temperature controlwithout giving prior written notice to SHIPSPRY and without first obtaining SHIPSPRY’s writtenagreement to provide Services relating to such Cargo. Customer is responsible for providing SHIPSPRY with specific requirements for any temperature sensitive transportation of Cargo. SHIPSPRY is notliable or responsible for any loss of or damage to temperature sensitive Cargo arising from defects,derangement, breakdown, or stoppage of any temperature controlling machinery, equipment, plant,insulation, or apparatus. SHIPSPRY will only be liable for loss or damage to temperature sensitive Cargo if SHIPSPRY accepts the transportation of the temperature sensitive Cargo in writing, wasprovided specific written instructions relating to such transportation by Customer and fails to makereasonable efforts to meet such instructions by providing or procuring the required equipment.
4. Reliance on Information Furnished.
1. Customer is required to review all Documentation and declarations prepared and/or filed withthe Customs Service, any government agency, and/or any third party, and Customer will promptlyadvise SHIPSPRY of any errors, discrepancies, incorrect statements, or omissions on anydeclaration or Documents filed on Customer’s behalf.
2. Customer has an affirmative, non-delegable duty to disclose any and all information required toimport, export or enter all Cargo. In preparing and submitting customs entries, export declarations, applications, Documentation, and/or export data to the United States and/or a thirdparty, SHIPSPRY relies on the correctness of all Documentation and information furnished byCustomer, whether in written or electronic form. Customer shall indemnify and hold SHIPSPRY harmless from any and all claims asserted, and/or liability or losses incurred, due to Customer’s failure to disclose information or due to any materially incorrect or false statement by Customer upon which SHIPSPRY reasonably relied.
5. Remedies and Limitations of Liability.
1. Customer agrees that SHIPSPRY’s liability to Customer and/or any customer, client, shipper, orconsignee of Customer (a “Shipping Party”) for Cargo lost or damaged shall be governed by the liability provisions contained in the following international conventions or statutes, asapplicable and without limitation:
   the Convention for the Unification of Certain Rules Relating toInternational Carriage by Air, October 12, 1929 (“Warsaw Convention”), as amended by the Hague Protocol, September 28, 1955, the Montreal Protocol No. 4, September 25, 1975
   (“Montreal Protocol”), the Montreal Convention, May 28, 1999 (“Montreal Convention”), theInternational Convention for the Unification of Certain Rules Relating to Bills of Lading, August 25,1924 (the “Hague Rules”), the Protocol to Amend the Hague Rules, February 23, 1968 (“HagueVisby Rules”), the United States Carriage of Goods by Sea Act, 46 U.S.C. App. §§ 1300 et seq. (“COGSA”), and any other mandatory laws or international conventions that may be applicable(hereinafter individually, collectively and in any combination referred to as the “InternationalRules”).
2. Customer acknowledges and agrees that any Shipping Party’s failure to carry out its obligations to any other Shipping Party shall not be the fault of SHIPSPRY and the Shipping Parties shall be jointly and severally responsible for any charges incurred by Customer as a result of any Shipping Party’s actions or failures to act in connection with the services provided by SHIPSPRY.
3. For carriage and/or Services to which the International Rules described in Section 5(a) do notapply, SHIPSPRY, subject to the other conditions and limitations of liabilities set forth in theseTerms and Conditions, shall have a limitation of liability for any loss, damage or injury toshipments based on a released value of
   (i) $20.00 USD per kilogram for lost or damaged international air shipments, (ii) $500.00 USD per container, shipping unit, or LCL for ocean
   shipments;
   (iii) $0.50 USD per pound for domestic shipments in the United States or,
   (iv) suchother value established by law as may be applicable for domestic shipments in a country otherthan the United States, except that SHIPSPRY shall have no liability for any loss, damage or injurycaused by any of the following:
   nuclear activity (meaning nuclear reaction, nuclear radiation, orradioactive contamination, whether deliberate or accidental, controlled or uncontrolled, orwhether it contributed to, or aggravated a covered loss or damage), terrorism, hidden or latentdefects, asbestos (including loss or clean up caused by or resulting from asbestos or asbestoscontaining material), the presence, release, discharge or dispersal of pollutants, leakage,evaporation or shrinkage, chipping, denting, bruising, loss of weight, mechanical or electrical  derangement, breakage of glass or similar fragile property containing panesof glass, scented property, products that are discolored, soured or changed in flavor, normal wear and tear orcosmetic denting, marring, chipping, or scratching to packaging, insufficient or unsuitablepackaging material or preparation of goods being shipped, a defect or vice in the freight, voluntary removal or disappearance of the Cargo whether by fraudulent scheme, trick, device or falsepretense, or any Force Majeure event.
4. SHIPSPRY shall have no liability for Cargo loss, damage, or shortage except to the extent caused by SHIPSPRY’s negligence or willful misconduct. SHIPSPRY’s total liability for a shipment, regardless of the country of origin, the country of delivery, or the modality of transport, shall be further limited to, and shall never exceed, a maximum amount of $50.00 USD per shipment or transaction (except that SHIPSPRY’s liability for an ocean shipment shall be a maximum of $500.00 USD per container or customary freight unit, regardless of whether the Cargo is on deck or below deck) unless Customer and SHIPSPRY both agree in writing to exceed this maximum limitation of Cargo liability and a Declared Value is requested by Customer in writing and accepted by SHIPSPRY for which an additional prorated surcharge will apply.
5. Except as specifically set forth herein, SHIPSPRY makes no express or implied warranties in connection with its Services and all warranties, statutory, express, or implied, are disclaimed to the fullest extent permitted by law.
6. Notwithstanding anything in these Terms and Conditions to the contrary, in no event shall SHIPSPRY (or any of SHIPSPRY’s affiliates, officers, directors, employees, agents or assigns) ever be liable to Customer (or to any of Customer’s affiliates, officers, directors, employees, agents, assigns, customers, clients, shippers, or consignees) for delay damages or for any consequential, incidental, punitive, special, exemplary, or indirect damages, including any damages for loss of reputation, lost profits, or loss of business or business opportunities, by virtue of any claim or cause of action asserted under any statute, in tort, pursuant to any contract, under common law, or otherwise, even if SHIPSPRY has been advised of the possibility of such damages.
6. Claims for Loss or Damage to Cargo.
1. All claimed damage for lost or damaged Cargo must arise from identifiable transportationrelated incidents. Customer or Customer’s consignee, as applicable, must thoroughly inspect each shipment for count and condition and make applicable notations of any damage,loss/shortage, or signs of tampering directly on the delivery receipt Documentation. All damages and/or shortages must be recognized and noted by Customer in writing at delivery, and in any
   event, any damages or shortages, including any concealed damages or shortages, must be communicated by Customer to SHIPSPRY within seventy-two (72) hours of delivery of the affected shipment, except where modified by Section 6 (b) below. The failure of Customer to give SHIPSPRY notice as required in this Agreement of any shortage of or damage to any shipment shall constitute a complete defense to any claim, lawsuit or other action asserted or commenced by Customer against SHIPSPRY arising from or relating to any Service.
2. A written claim for loss or damage to Cargo setting forth the specific amount of the damage claimed, together with Documentation that supports the calculation of damages relating to such claim (hereinafter a “Claim”), must be received by SHIPSPRY within the following timeperiods:
   (i) a Claim involving a U.S. shipment by truck or rail must be received by SHIPSPRY withinnine (9) months from the date of delivery or the date of loss, whichever is earlier;
   (ii) a Claiminvolving a Canadian shipment must be received by SHIPSPRY within the earlier of (x) one hundredtwenty (120) days from the date of delivery (or of the date of anticipated delivery in the event ofnon-delivery) of a rail or intermodal shipment or any such deadline set forth in the applicableunderlying carrier’s tariff, issued bill of lading, or transport document, or (y) within sixty (60) daysfrom the date of delivery (or of the date of anticipated delivery in the event of non-delivery) for shipments involving motor carriage, or in the case of intermodal shipments, where the Cargo loss or damage occurs while the shipment is in the custody and control of the motor carrier;
   (iii) a Claim involving loss or damage occurring during an ocean shipment must be received by SHIPSPRY before or upon removal of the Cargo or within three (3) days following removal if the loss is not apparent;
   (iv) a Claim for loss or damage occurring during a shipment by air in the U.S. must be received by SHIPSPRY within three (3) days of delivery;
   (v) a Claim for loss or damage occurring during an international shipment by air must be received by SHIPSPRY within fourteen (14) days of delivery for damage and within one hundred twenty (120) days from theissuance of an air bill for notice of non-delivery.
3. Failure of Customer to give SHIPSPRY written notice of a Claim in conformity with Section 6 (a) and (b) above within the specified period will prevent Customer from collecting on the Claim and will constitute a complete defense and bar to any suit or action by Customer (and anyone claiming through or under Customer) to collect damages arising from or relating to that Claim.
4. All lawsuits against SHIPSPRY for loss, damage, or injury to Cargo must be filed and properly served on SHIPSPRY as follows:
   (i) for a Claim arising out of ocean transportation, within one (1)year from the date of delivery or the date of loss, whichever is earlier,
   (ii) for a Claim arising outof air transportation, within two (2) years from the date of delivery or the date of loss, whicheveris earlier,
   (iii) for a Claim arising out of the preparation and/or submission of any import entry,within seventy five (75) days from the date of liquidation of the entry, and
   (iv) for any and all otherClaims of any other type, within two (2) years from the date of delivery or the date of loss, whicheveris earlier. Failure to file suit within the prescribed time period will preclude Customer from collecting any damages arising from or relating to the Claim made the basis of the lawsuit.
5. SHIPSPRY’s liability for lost, damaged or injured Cargo, other than “Used Goods” as defined in Section 6 (f) below, shall be determined based upon the actual replacement cost of the lost ordamaged Cargo.
6. Subject to the other limitations and conditions of liability set forth in these Terms and Conditions,SHIPSPRY’s liability for lost, damaged, or injured used goods, articles, or Cargo (“Used Goods”)shall be determined based upon the actual cash value of such lost, damaged, or injured Used Goods; however, no claim will be paid for rust, oxidation, deterioration, chipping, scratching, denting, twisting, bending or electrical or mechanical derangement of Used Goods.
7. Insurance.
1. 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. Company does not undertakeor warrant that insurance can or will be placed. If placed, insurance will be affected with one ormore insurance companies or other underwriters to be selected by Company. Any insurance placedshall be governed by the certificate or policy issued and will only be effective when accepted by such insurance companies and underwriters. Insurance coverage procuredbyCompanywillbeassessed at a rate negotiated between the parties separate from any freight charges. Insured valueis not to exceed the actual value of the Cargo. Shipments must be packaged to withstand the normalhazards of transportation for any claim to be valid. In the event Customer does not elect to insure all or part of a shipment, Company’s liability for any losses, damages or delays to such shipment shall belimited in accordance with the provisions relating to limitation of liability in these Terms and Conditions.
8. Subcontracting.
1. SHIPSPRY may subcontract or broker any or all of the Services to be provided to, for, or at the requestof Customer. Customer acknowledges and agrees that SHIPSPRY may arrange for or use third partyService Providers to provide the Services.
9. No Liability for the Selection or Services of Third Parties and/or Routes.
1. Unless Services are performed by persons or firms engaged pursuant to express writteninstructions from the Customer that SHIPSPRY accepts in writing, SHIPSPRY shall use reasonablecare in its selection of third parties and in selecting the means, route and procedure to be followedin the handling, transportation, clearance and delivery of the shipment. Advice by SHIPSPRY thata particular person or firm has been selected to render Services with respect to the Cargo shallnot be construed to mean that SHIPSPRY warrants or represents that such person or firm willrender such Services, nor does SHIPSPRY assume responsibility or liability for any action(s) and/orinaction(s) of such third party Service Provider and/or their agents. Furthermore, SHIPSPRY shallnot 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 or omission of a third party shall be brought solely against such party and/or its agents.In connection with any such claim, SHIPSPRY shall reasonably cooperate with the Customer and Customer shall be liable for any charges or costs incurred by SHIPSPRY relating thereto.
2. Except as specified in writing by Customer and accepted in writing by SHIPSPRY, SHIPSPRY and any Service Provider retained by SHIPSPRY to provide Services may at any time, with or withoutnotice to Customer, use any means of transport or storage whatsoever; load or carry the Cargo
   on any vessel; transfer the Cargo from one conveyance to another by any means of transport;unpack, remove, and/or repack any Cargo loaded or stuffed into any container; proceed at anyspeed and by any route; load and/or unload Cargo at any place; and take other actions within thediscretion of SHIPSPRY and/or the Service Providers to perform or provide the Services.
3. With regard to ocean transportation, SHIPSPRY and/or any Service Provider retained by or through SHIPSPRY has the right to permit the vessel to proceed without pilots, to tow or be towed,to be dry docked, to carry livestock, and to carry hazardous materials or dangerous goods. The Service Provider providing ocean Services has the right to store or carry the Cargo on deck orunder deck without notice to Customer. SHIPSPRY is not liable in any capacity for nondelivery, mis-delivery, delay, or loss of or damage to Cargo due to a vessel’s unseaworthiness.
10. Quotations Not Binding.
1. Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by SHIPSPRY to the Customer are for informational purposes only and are subject to change without notice. No quotation shall be binding upon SHIPSPRY unless SHIPSPRY agrees in writing to undertakethe handling or transportation of the shipment at a specific rate or amount set forth in the quotationand payment arrangements are agreed to between SHIPSPRY and the Customer.
11. Warehousing Requirements and Limitations of Liability.
1. Tendered for Storage. All goods for storage shall be delivered to a SHIPSPRY warehouse properlymarked and packaged for storage and handling. Customer shall furnish at, or prior to suchdelivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, andthe class of storage and other Services desired.
2. Storage Period and Charges. Unless otherwise agreed in writing, all charges for storage are per package or other agreed unit per month. Storage charges become applicable on the date that SHIPSPRY or SHIPSPRY’s Service Provider acting as a warehouseman accepts care, custody, and control of the goods, regardless of the unloading date or the date of issue of a warehouse receipt. Except as provided in the following sentence, a full month’s storage chargewill apply to all goods received between the first and the fifteenth day, inclusive, of a calendarmonth, and one-half month’s storage charge will apply on all goods received between thesixteenth and the last day of the month. When mutually agreed in writing a storage month shallextend from a date in one calendar month to, but not including the same date of the next and allsucceeding months. All storage charges are due and payable on the first day of each storage month.
3. Company Liability. SHIPSPRY and any Service Provider will only be liable, subject to the limits ofliability set forth in Section 11(d) below, for loss of or injury to stored goods when caused by thefailure of SHIPSPRY or the Service Provider, acting as warehouseman, to exercise such careregarding the stored goods as a reasonably careful person would exercise under likecircumstances. SHIPSPRY and any Service Provider acting as a warehouseman will have no liabilityfor damages due to loss of or injury to stored goods that could not have been avoided by the exercise of such care. Stored goods are not insured by SHIPSPRY or any Service Provider, acting as warehouseman or otherwise, against loss or damage, however caused, except to the extent, if applicable, that Customer and SHIPSPRY agree in a signed document that such insurance will be maintained, and Customer agrees to pay for such insurance as required under the terms of the executed agreement.
4. Limitation on Amount of Liability. The total liability of SHIPSPRY and any Service Provider, actingas warehouseman, for physical loss of or damage to stored goods will be limited to the lowest ofthe following methods of valuation: (i) the cost of repairing damaged goods,
   (ii) the cost ofreplacing lost or damaged goods with material of like kind and quality,
   (iii) the difference betweenthe actual cash value of damaged goods at the time of receipt and at the time of delivery,
   (iv) the actual cash value of such goods at the time and place of the loss; or (v) a value of $0.25 USDper pound per article (if so declared) or the lump sum value declared on the entire lot of storedgoods subject to a maximum of $500.00 USD per occurrence. Where loss of or damage to stored
   goods is not due to the fault of SHIPSPRY or any Service Provider, acting as warehouseman, asdescribed in Section 11(c) above, Customer shall be responsible for the cost of removing anddisposing of such goods and the cost of any environmental cleanup and site remediation resultingfrom the loss of or damage to the goods.
5. No Liability for Consequential Damage. SHIPSPRY and any Service Providers, acting as warehousemen, are not liable for delay damages or for any consequential, incidental, punitive,special, exemplary, or indirect damages, including any damages for loss of reputation, lost profits,or loss of business or business opportunities, by virtue of any claim or cause of action assertedunder any statute, in tort, pursuant to any contract, under common law, or otherwise, even if SHIPSPRY has been advised of the possibility of such damages.
12. Advancing Money.
1. Unless previously agreed in writing by Company, Company shall not be obliged to incur any expense, guarantee payment or advance any money in connection with the importing, forwarding, transporting, storing or cooperating of goods, unless amounts are prepaid to Companyby Customer. Company shall be under no obligation to advance freight charges, customs duties or taxes on any shipment, nor shall any advance by Company be construed as a waiver of the provisions here of. In the event Company agrees to advance any expense or any money in connection with importing, forwarding, transporting, storing or cooperating of goods, Company shall charge an advance fee of four percent (4%) of the amount advanced (the “Advance Fee”). Company shall then provide to Customer an invoice for reimbursement of monies advanced plus the Advance Fee, and such invoice shall be due and payable within thirty (30) days of presentment. If Customer should fail to pay the invoice within thirty (30) days of presentment, Company may, in its sole discretion, assess a late fee equal to eighteen percent (18%) of the outstanding balance on the invoice. Additionally, as a precondition for advancing any monies contemplated in this section, Customer shall certify in writing that no monies or obligations
   are outstanding and owing to United States Customs & Border Protection.
13. Indemnification/Hold Harmless.
1. Except to the extent caused by SHIPSPRY’s negligence or willful misconduct, Customer agrees to indemnify and hold SHIPSPRY and SHIPSPRY’s affiliates, employees, officers, managers, directors, members, agents, and contractors (the “SHIPSPRY Parties”) harmless from and against any actions, claims, causes of action, losses, liabilities, damages, penalties, fines, expenses, and costs (including attorneys’ fees) caused by, arising from, or relating to:
   (i) the provision of Services,
   (ii) any act or omission of Customer which violates any laws of the United States, any state, or any country in which Services are rendered for or on behalf of Customer or any consignee of Customer,
   (iii) Customer’s negligence or willful misconduct, and/or
   (iv) Customer’s breach of any of Customer’s duties or responsibilities as described in these Terms and Conditions. In the event that any claim, suit or proceeding is brought against SHIPSPRY, it shall give notice in writing to the Customer by mail at its address on file with SHIPSPRY.
14. C.O.D. or Cash/Collect Shipments.
1. Company shall use reasonable care regarding written instructions relating to “Cash/Collect on Delivery (C.O.D.)” shipments, bank drafts, cashier’s and/or certified checks, letter(s) of credit, andother similar payment documents and/or instructions regarding collection of monies but shall haveno liability if the bank or consignee refuses to pay for the shipment.
15. Costs of Collection.
1. SHIPSPRY will make reasonable efforts to collect monies owed using our internal collectionsfunctions. If these efforts are unsuccessful, and SHIPSPRY has demonstrated that adequate effortshave been made via emails to Customer’s Accounting and escalation contacts, SHIPSPRY may engagetheir attorney to initiate collections procedures. SHIPSPRY shall be entitled to recover all costs ofcollections, including reasonable attorney’s fees, substantiated with invoices. Customer agrees thatSHIPSPRY may charge and recover interest on any amount due under any invoice for services that isnot paid when due at the rate of fifteen percent (15%) per annum, until payment of the invoice isreceived in full.
16. No Duty to Maintain Records for Customer.
1. 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 theCustoms and/or other Laws and Regulations of the United States. Unless otherwise agreed to inwriting, SHIPSPRY shall only keep such records that it is required to maintain by applicable statute(s)and/or regulation(s) but does not act as a “record keeper” or “record keeping agent” for Customer.
17. Obtaining Binding Rulings, Filing Protests, etc.
1. Unless requested by Customer in writing and agreed to by SHIPSPRY in writing, SHIPSPRY shall be under no obligation to undertake any pre- or post-customs release action, including but not limitedto, obtaining binding rulings, advising of liquidations, filing of petition(s), and/or protests, etc.
18. Preparation and Issuance of Bills of Lading.
1. 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 requestedto 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. Any terms and conditions printed on transportation documents such as bills of lading or delivery receipts will not change or supersedethese Terms and Conditions of Service.
19. Transportation Security Administration.
1. Customer acknowledges that Company, to the extent it serves as an indirect air carrier, is requiredby the United States Transportation Security Administration (TSA) to maintain an air cargo securityprogram. Customer herby authorizes and consents to all cargo tendered for transportation by air to be screened as required by TSA regulations. Customer shall disclose to Company if it is acting as agent, representative, broker, carrier, or other freight intermediary for any other person or entity and shall assist Company to comply with TSA requirements by enabling Company to obtain al necessary documents from such other person or entity, or otherwise qualify, such person or entity.
20. Compensation of Company.
1. Payment terms are net due on receipt. The compensation of SHIPSPRY for all its Services shall beincluded with and is in addition to the rates and charges of all Service Providers selected by SHIPSPRY to transport and deal with the Cargo and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by SHIPSPRY from carriers, insurers, and othersin connection with the shipment. On ocean exports, upon request, SHIPSPRY shall provide a detailed breakout of the components of all charges assessed and a true copy of each pertinentdocument relating to these charges.
21. Consent to Search.
1. Customer consents to a search of any shipment by SHIPSPRY and/or any ServiceProvider.
22. No Modification or Amendment Unless Written.
1. These Terms and Conditions of Service may only be modified, altered or amended in writing signedby both Customer and Company. Any attempt to unilaterally modify, alter, or amend same shall benull and void.
23. Severability.
1. In the event any provision in these Terms and Conditions is determined by a court to be invalid and/or unenforceable, the remainder hereof shall remain in full force and effect.
24. Governing Law; Consent to Jurisdiction and Venue.
1. These terms and conditions of Service and the relationship of the parties shall be construed accordingto the laws of the State of Arizona without giving consideration to any principles of conflict of law.Customer and SHIPSPRY:
2. irrevocably consent to the jurisdiction of the United States District Court and the State courts of Arizona and agree that any action relating to these Terms and Conditions and/or any Servicesperformed or provided by, through, or under SHIPSPRY shall only be brought in such courts, or
3. consent to the exercise of in person jurisdiction by said courts; and
4. further agree that any action to enforce a judgment may be instituted in any jurisdiction.