General Terms and Conditions

1. Application 

These Terms and Conditions will be applied to all logistics services performed by the Cargo Way Logistics group.

The costs for products and services not mentioned in this proposal when requested by the client or being necessary for the contracted service, must be formalized before being carried out.

2. Cargo Way’s Responsibility

This document has the intention to clarify that Cargo Way will be responsible only for the management/operational process for the temporary admission import/export of cargo/goods in the countries where it has its own offices, nominally Brazil, Argentina, Chile, Colombia, Ecuador, United States, Mexico, Paraguay and Uruguay, or in the countries served by its representatives, partners, sub-agents or subcontractors, being the client responsible for the payment of taxes and duties that may be due on the cargo/goods, as well as for the storage and conservation of the cargo/goods after delivery of the same to the recipient.

In no event, however, will Cargo Way be liable to the Client and/or third parties for amounts exceeding the limits of liability enforceable by the carriers responsible for performing the transportation, or part thereof, during which the loss or damage occurred. Recovery for indirect damages is also excluded.

Cargo Way reserves the right to refuse or cancel any work that is considered a threat to the security of Cargo Way’s assets or is outside the agreed scope of service.

Client will be responsible for all additional fees charged by carriers/co-carriers/ports/customs agencies and any other government agencies. Non-palletized or improperly secured shipments are subject to additional charges if there is any demand by the shipping company/airline. These costs will be the responsibility of the client.

According to the current legislation, the freight forwarders are not responsible for delays in the shipment and delivery of goods at destination, damage to the cargo transported and changes and cancellation of sea/air routes, and especially in cases of force majeure, such as strikes and problems arising from integrated communication systems. In this way, Cargo Way will not be responsible for any delays that are beyond the company’s control.

2.1 – Cargo Way’s Disclaimer

Under no circumstances can Cargo Way be liable if the cargo/goods or any part thereof is lost, damaged, delayed or misplaced in the following circumstances:

1. acts of God, namely: earthquake, cyclone, storm, flood, fire, disease or epidemic, fog, snow or ice;
2. force majeure, civil wars, declared or undeclared, accidents, acts of public enemies, strikes, embargoes, air hazards, local disputes, revolutions or civil insurrections;

3. national or local interruptions of the air or land transport networks, mechanical problems in the means of transport or in the equipment that integrates these networks;
4. defective merchandise or defects in its contents or its packaging;
5.  criminal acts, such as theft, robbery and arson.

Also, there are causes excluding Cargo Way’s liability: 

1. non-compliance by the Client, or caused by a third party who holds any real rights over the cargo/goods, with the obligations established by these terms and conditions;
2. act or omission of any Customs or customs entities, security, airlines, airports, authorities or public officials;
3. content of the cargo/goods consists of a “Prohibited Article”, even if Cargo Way has accepted such cargo/goods by mistake;
4. the practice of any illegal act/payment by the Client.

2.2 – Designated Importer/Exporter (IOR/EOR)

Cargo Way can act as designated importer/exporter on behalf of the consignee, upon request, in accordance with the items below: 

1. The client declares to assume full responsibility for the full compliance with the obligations resulting from the application of the special customs regime of temporary admission to the goods contained in this term, committing to collect the total amount of federal taxes and contributions that may be levied on the cargo/goods;
2. Any movement of cargo/goods should be preceded by prior notification of Cargo Way, at least forty-eight (48) hours in advance, so that it manifests the express and formal consent about the movement of cargo/goods;
3. It is expressly forbidden the performance of third parties unrelated to the management/operational process for the temporary admission of cargo/goods, and/or re-export, which are not subsidiaries, agents, partners, sub-agents or subcontractors by Cargo Way;
4. It is expressly forbidden the performance of third parties that may be indicated by the client without prior and express authorization of Cargo Way – with minimum forty-eight (48) hours in advance;
5. When it is an operational process for the temporary admission of cargo/goods performed by Cargo Way, or, by its appointed agents, the re-export process must also be fully performed by Cargo Way – not being responsible for any liability if performed with the intervention of third parties;
6. The client will be fully responsible for the decision of not re-exporting the goods within the legal period for temporary admission, whether as a result of his own decision, or due to damage or loss of cargo;
7. Cargo Way will not be responsible for the integrity/storage/conservation of cargo or goods after it has been delivered to its consignee for the job it was intended for.

3. Cargo Insurance and Liability 

When expressly requested and upon payment of the premium, Cargo Way can arrange insurance on behalf of the client to cover the value of the goods during international transportation. The maximum insurance guarantee is USD 270,000.00.

If it is not possible to provide a Subrogation letter, Cargo Way will provide insurance coverage as agreed in the commercial proposal. This insurance is provided by third party insurance companies who assume responsibility for the amount of insurance purchased.  Cargo Way assumes no responsibility beyond issuing the insurance. All policies are for the actual goods to be shipped and assume no liability for consequential damages unless otherwise stated in the policies purchased.

Under no circumstances Cargo Way will be liable for any punitive damages, consequential lost damages, third party damages or any other compensation. 

4. Payment

For the provision of services object of this proposal, the Client will pay to Cargo Way the amounts and terms established in the “Commercial Proposal” and additional contracts by e-mail – which is an integral part of this instrument.

Standard payment terms and conditions are 10 days after the date of the shipping document for both import and export cargoes, unless a different term is agreed in the commercial negotiation. When payment of import duties is required before customs, payment must be in advance, i.e. before the cargo arrives in the country.

In case of delay or non-payment, the client acknowledges to Cargo Way the right to withhold the cargo release documents. For each payment received ten (10) days after the due date, the client agrees to pay a late fee of 1.5% and a 5% fine on the outstanding amount for each month after the due date.

4.1 – Currency and Exchange Rate

If the amounts in the commercial proposal are expressed in a different currency from the currency of the country of payment, it will be necessary to convert to local currency, applying an additional 5% spread over the exchange rate informed by the financial department. 

5. Cancellation Fee

In case of cancellation after formal acceptance of the proposal, the following costs will be charged:

– Air Shipment: USD 150,00

– Sea Shipment: USD 350,00

– Road Shipment: USD 150,00

6. Road Transport Regulations

Deliveries to locations that require special procedures will also incur additional fees. Each delivery will be monitored and accompanied by cargo documentation (invoice or transport declaration), besides the transport document that is used as proof of delivery for billing purposes and signed by the recipient 

All cargo must be moved according to the capacity of the trailer/vehicle and the service is conditioned to availability of equipment upon order confirmation.  In addition, the proposal excludes police escort, loading and unloading and labor force, unless previously requested by the client.

Repair costs related to damage to the truck/trailer during loading/unloading caused by the client will be passed on integrally.

6.1 – Surcharges

Trucks and drivers will follow the current traffic regulations. Requests for transport on weekends (Saturday and Sunday), non-business hours and holidays will incur additional costs to the standard rates, as shown below:

• Surcharge for pickups/deliveries outside business hours (06 PM – 08 AM) from Monday to Friday: 30% on the value of the freight;
• Surcharge for Saturdays pickups/deliveries: 50% over freight value;
• Surcharge for Sundays or Holidays pickups/deliveries: 100% over freight value;
• Additional waiting time: USD 150.00/day or fraction thereof. Free time for loading and unloading: 8h.

7. Customs Formalities

Customs formalities include documentation analysis, approval of budgeted costs, preparation of export/import documentation, submission and approval of governmental authorizations (when necessary) and coordination of the physical release of cargo, and eventual hindrances arising from the client’s documentation and/or goods, cannot be imputed to Cargo Way.

The client assumes full responsibility for the full compliance with Brazilian customs procedures, undertaking to collect the full amount of federal taxes and contributions that may be charged on the cargo/goods.  In case there are no original documents as required by Brazilian customs, the penalty will be applicable in practice. 

If Brazilian Customs imposes any additional duties/taxes on any of the import/export shipments at a later stage or during customs audit after release of the goods, then the consignee/client will be liable to pay the additional charges.

Cargo Way will use customs agents and/or suppliers it trusts to perform customs formalities. The client undertakes to provide Cargo Way with all information and documentation necessary for the completion of the customs declaration, including those related to the origin, classification and value of the goods shipped.

8. Validity

Cargo Way reserves the right to make any changes on previously quoted rates without prior notice due to changes in official regulations or legislation, directives from customs authorities, other governmental authorities and any other authorities. Cargo Way also reserves the right to make any changes due to any force majeure or unforeseeable conditions that may have an impact on any logistics operation.  

Considering temporary shipments, the re-export/re-import (cargo return) charges are stipulated for budgetary purposes and need to be revalidated at the time of shipment readiness. Any change in the same will require an update of values. Also, the final weight charged (dutiable weight) is always that determined by the carriers (airlines, ocean carriers and trucking companies).

The quotation is subject to change in order to bring the shipment into compliance with the standards of the international transportation regulators. This also excludes taxes, demurrage and detention of containers, container repair/cleaning, escort, government and customs clearances, unloading/loading at pickup/delivery point or airport/port, packing or repacking, cargo insurance, handling, unloading/loading equipment, penalties ( if applicable), unless requested by the client.

9.   Warehousing Fees

The export/import commercial proposals include the first period of port and airport storage. The cost and time limit of the subsequent periods will be charged later according to the incidence and the current table will be informed upon request.  

Cargo Way will not be responsible for the integrity/storage/conservation of cargo or goods after it has been delivered to its consignee for the job for which it was intended.

In addition to extra storage costs, demurrage and detention costs incurred to shipping, after the free time informed by the shipping company, will be charged as below:

CONTAINER DEMURRAGE CHARGE

AMOUNTS IN “US$” – PER DAY

TYPE	TIME PERIOD	CURRENCY	20’std	40’std/HC
Dry/Standard	1-5 days	USD	150.00	175.00
Dry/Standard	5-10 days	USD	170.00	195.00
Dry/Standard	11-15 days	USD	180.00	210.00
Special containers (FR, OT, RE)	1-5 days	USD	170.00	190.00
Special containers (FR, OT, RE)	5-10 days	USD	190.00	220.00
Special containers (FR, OT, RE)	11-15 days	USD	215.00	250.00

The above amounts were applied based on the demurrage rate of the carrier and the days listed correspond to the days of delay (discounting the free period). Also, the free time will be stipulated in the commercial proposal.

10. The Rules of Conduct

1. The Clent is aware that corruption, extortion, and embezzlement are prohibited by law – being unlawful; that it must not pay or accept bribes or participate in other unlawful endeavors in commercial or governmental relationships; that it must conduct its business consistently, through fair and vigorous competition in accordance with all applicable antitrust laws; that it must use fair business practices, including truthful and accurate advertising.
2. The Client must comply with all applicable laws and regulations, including those relating to sustainable development, environmental preservation, and social responsibility, as well as laws prohibiting child labor, bribery, or the granting of illegal advantages.
3. The Client must not use forced, bonded or voluntary labor in prison or child labor, and must respect human rights within its sphere of activity/influence.
4. Client acknowledges that it is Cargo Way’s policy to comply with all laws, regulations, industry codes, authorizations and commitments, as well as to act in an ethical, respectful and transparent manner, as set by its Code of Ethical Conduct. Cargo Way may immediately terminate the provision of services – without prior notice – in the event that Client violates the terms of this clause.  
5. The Parties declare that they will comply with all applicable anti-bribery and anti-corruption laws. The Parties further declare that they are aware that bribery and the payment of money or anything of value to government officials, political parties or candidates for the purpose of corruptly obtaining or retaining business is unlawful, and that they will refrain from such practices.
6. The client expressly declares that he will transmit to his employees/collaborators the information mentioned in the previous item and that he will immediately take all reasonable measures to prevent any violation of the above-mentioned laws by his employees/collaborators.  
7. The client declares that it is not and/or has not been involved in any investigation and/or legal action regarding acts of corruption.
8. The Client’s responsibility for the lack of veracity and/or the non-compliance of the statements and guarantees contained herein will extend even after the closing of the attached Agreement, and will be liable for any resulting damages.

We are confident that you will find in our service the best for your needs. If you need any further information or clarification regarding our proposal, please feel free to contact us.

Thanks and best regards,

Rodrigo Picolli

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Quotation Acceptance / Terms and Conditions 

We confirm and accept the terms of conditions, as well as the rates in this quotation.

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