1. Application
These Terms and Conditions will apply to all logistics services performed by the Cargo Way Logistics group.
Any costs related to products or services not specified in this proposal, whether requested by the client or required for the contracted service, must be formally agreed upon before execution.
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2. Cargo Way’s Responsibility
This document aims to clarify that Cargo Way shall be solely responsible for the operational management/process for the temporary admission/import/export of cargo/goods in the countries where it has its own offices, namely Brazil, Argentina, Chile, Colombia, Peru, United States, Mexico, Paraguay, and Uruguay, or in countries served by its agents, partners, sub-agents, or subcontractors. The Client shall be responsible for the payment of taxes and duties that may be levied on the cargo/goods, as well as for the storage and preservation of the cargo/goods after their delivery to the consignee.
Cargo Way shall not be held liable to the Client and/or third parties for any amount exceeding the limits of liability applicable to the carriers responsible for the transport — whether in whole or in part — during which the loss or damage occurred. Reimbursement for indirect damages is also excluded.
Cargo Way reserves the right to refuse or cancel any service that represents a threat to the safety of its assets or that is outside the scope previously agreed upon.
The Client shall be responsible for all additional fees charged by carriers, co-carriers, port or airport authorities, customs agencies, and any other governmental bodies. Non-palletized or inadequately packaged cargo will be subject to extra costs, should there be a requirement from the shipping or airline company, with such costs being the exclusive responsibility of the Client.
Under current legislation, freight forwarders are not liable for delays in the shipment or delivery of goods to their destination, damage to transported cargo, changes or cancellations of sea or air routes, especially in cases of force majeure, such as strikes or failures in integrated communication systems. Thus, Cargo Way will not be held responsible for any delays that are beyond its control.
Cargo Way shall not be held liable for indirect losses, consequential damage, loss of profits, stoppages, or any other harm that does not directly result from proven willful misconduct on the part of the company. This exemption includes, but is not limited to: force majeure events, acts of third parties, strikes, embargoes, or adverse weather conditions.
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2.1. Cargo Way Exclusions of Liability
Under no circumstances shall Cargo Way be held liable if the cargo/goods or part thereof is lost, damaged, delayed, or misplaced under the following circumstances:
i. unforeseeable circumstances, namely: earthquakes, cyclones, storms, floods or inundations, fire, disease or epidemic, fog, snow or ice;
ii. force majeure, civil wars, declared or undeclared, accidents, acts of public enemies, strikes, embargoes, aerial hazards, local disputes, revolutions or civil insurrections;
iii. national or local interruptions of air or ground transport networks, mechanical problems in transport vehicles or equipment that are part of these networks;
iv. defective goods or defects in their content or packaging;
v. criminal acts, such as theft, robbery, and arson.
Furthermore, the following are causes for the exclusion of Cargo Way’s liability:
vi. non-compliance by the Client, or caused by a third party holding any real rights over the cargo/goods, with the obligations established by these terms and conditions;
vii. act or omission by any Customs or customs entities, security, airlines, airports, authorities, or public officials;
viii. the content of the cargo/goods consisting of a “Prohibited Article,” even if Cargo Way has accepted such cargo/goods by mistake.
ix. the practice of any illegal act/payment by the Client.
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2.2 Importer/Exporter of Record (IOR/EOR)
Cargo Way can act as a designated importer/exporter on behalf of the consignee, upon request, according to the items below:
i. The Client declares to assume full responsibility for the complete fulfillment of the obligations arising from the application of the special customs regime of temporary admission to the goods contained in this document, committing to collect the total value of federal taxes and contributions that may be levied on the cargo/goods;
ii. Any movement of the cargo/goods must be preceded by prior notification to Cargo Way, with a minimum of 48 (forty-eight) hours’ notice, so that it can express formal consent regarding the movement of the cargo/goods;
iii. The involvement of third parties unrelated to the operational management/process for the temporary admission of the cargo/goods, and/or re-exportation, who are not subsidiaries, agents, partners, sub-agents, or subcontractors of Cargo Way, is expressly prohibited;
iv. The involvement of third parties indicated by the Client without prior and express authorization from Cargo Way – with a minimum of 48 (forty-eight) hours’ notice – is expressly prohibited;
v. When dealing with an operational process for the temporary admission of cargo/goods carried out by Cargo Way, or by its nominated agents, the re-exportation process must also be carried out entirely by Cargo Way – with no liability falling on it if executed with the intervention of third parties;
vi. The Client will be solely responsible for the decision not to re-export the goods within the legal period of temporary admission, whether due to their own decision, or due to damage or loss of the cargo;
vii. Cargo Way shall not be held liable for the integrity/storage/preservation of the cargo or goods after their delivery to their consignee for the work for which they were intended.
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3. Prohibited Goods and Indemnity Liability
Under penalty of law, the Client declares that the cargo subject to the provision of services does not contain illicit, prohibited, or dangerous goods without due legal authorization, taking full responsibility for its content.
Should Cargo Way be held administratively, civilly, or criminally liable due to the transport of goods whose nature is illicit, prohibited, or dangerous, and which have been declared incompletely, incorrectly, or fraudulently by the Client, the Client undertakes to fully reimburse Cargo Way, through a recourse indemnity, for all costs, losses, damages, fines, legal expenses, attorney fees, and any other charges arising, directly or indirectly, from the occurrence.
The reimbursement obligation under this clause shall remain in force regardless of any fault or intent on the part of Cargo Way, requiring only the causal link between the liability incurred and the transport carried out at the Client’s request.
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4. Alteration of Cargo Originally Informed in the Quotation
Original quotations are prepared based on the cargo’s characteristics (weight, volume, dimensions, type of goods, quantity of items, packaging, etc.) as per information provided by the Client at the time of the quotation request. It is the Client’s duty to immediately inform Cargo Way of any changes in the cargo’s characteristics after proposal acceptance and before service execution.
Any alteration to the originally informed cargo characteristics may impact the operational feasibility of the service as planned, including, but not limited to, the need for different equipment, vehicle type, routes, customs procedures, or other logistical aspects.
Additionally, cargo alterations will require a review and potential update of the quoted values. The fees and costs stipulated in the Commercial Proposal are subject to change due to regulatory changes, authority guidelines, unpredictable conditions, or other factors that may be triggered by the cargo alteration.
Cargo Way reserves the right to adjust values according to the new cargo characteristics, the need for additional services, or the incidence of costs not covered in the initial quotation.
Additional costs imposed by carriers, port/airport authorities, customs agencies, or other governmental bodies due to cargo alteration, such as, but not limited to, additional taxes, fines, penalties, extra storage fees, demurrage, detention, special handling costs, or re-adaptation requirements, will be the sole responsibility of the Client.
The execution of the service with altered cargo characteristics is conditioned upon Cargo Way’s express consent after operational feasibility assessment and the Client’s formal agreement to the new applicable values and conditions.
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5. Inspection and Damage Policy
The Client undertakes to inspect the cargo immediately upon receipt, whether at the final destination or at a designated location, verifying the integrity, quantity, packaging, and overall condition of the goods.
Any damages, shortages, violations, apparent defects, or any irregularities must be formally communicated to Cargo Way within a maximum period of 48 (forty-eight) hours from the cargo delivery date.
The communication must be accompanied by supporting documentation, including photos, a technical report (if applicable), invoice number, and transport documents.
The absence of express notification within the stipulated period will be interpreted as full acceptance of the cargo in the conditions in which it was delivered, exempting Cargo Way from any subsequent responsibility.
For cases of non-apparent damages (hidden damages), the Client must notify Cargo Way within 5 (five) business days of receiving the cargo, accompanied by a technical report and other elements that prove the fault.
Cargo Way undertakes to analyze all duly substantiated claims within a reasonable period, and may contact those responsible for the transport for a joint investigation of the occurrence. Cargo Way’s liability shall be limited to the terms set forth in this contract and in the applicable international laws and conventions.
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6. Cargo Insurance and Liability
When expressly requested and upon premium payment, Cargo Way can arrange insurance on behalf of the Client to cover the value of the goods during international transport. The maximum insurance guarantee corresponds to USD 270,000.00.
If a Subrogation letter cannot be provided, Cargo Way will arrange insurance coverage as agreed in the commercial proposal. This insurance is provided by third-party insurance companies that assume responsibility for the acquired insurance value. Cargo Way assumes no responsibility beyond the issuance of the insurance. All policies are for the actual goods being shipped and assume no responsibility for consequential damages unless otherwise stated in the purchased policies.
Cargo Way shall not, under any circumstances, be held liable for any punitive damages, lost consequential damages, third-party damages, or any other indemnity.
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7. Payment
For the provision of services subject to this proposal, the Client shall pay Cargo Way the amounts and terms established in the “Commercial Proposal” and additional contracts via email – which is an integral part of this instrument.
The standard payment terms are 10 days after the bill of lading date for both import and export shipments, unless a different term is agreed upon in the commercial negotiation. When it is necessary to pay import duties to customs, payment thereof must be in advance, meaning before the cargo’s arrival in the country.
In case of delay or non-payment, the Client acknowledges Cargo Way’s right to withhold the cargo release documents. For each payment received 10 (ten) days after the due date, the Client agrees to pay a 1.5% late payment fee and a 5% fine on the outstanding amount for each month after the due date.
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7.1 Currency and Exchange
If the amounts in the commercial proposal are expressed in a currency different from the local currency of the payment country, it will be necessary to convert to the local currency, applying an additional 5% (spread) on the exchange rate informed by the financial department.
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8. Cancellation Fee
In case of cancellation, within 48 (forty-eight) hours after proposal acceptance, the following costs will be charged:
– Air shipment: USD 150.00
– Ocean shipment: USD 350.00
– Road shipment: USD 150.00.
After the 48 (forty-eight) hours period, if the operation cannot be canceled, the full amount of the accepted proposal will be charged.
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9. Road Transport Regulations
Deliveries to locations requiring special procedures will also incur additional fees. Each delivery will be monitored and accompanied by cargo documentation (invoice or transport declaration), in addition to the transport document used as proof of delivery for billing purposes and signed by the consignee.
All cargo must be moved according to the trailer/vehicle capacity, and the service is subject to equipment availability upon order confirmation. Furthermore, the proposal excludes police escort, loading and unloading, and labor, unless previously requested by the Client.
Repair costs related to damages to the truck/trailer during loading/unloading caused by the Client will be fully passed on.
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9.1 Surcharges
Trucks and drivers will follow current traffic regulations. Requests for transportation on weekends (Saturday and Sunday), non-business hours, and holidays will incur additional costs to standard rates, as follows:
– Surcharge for collections/deliveries outside business hours (6:00 PM – 8:00 AM) Monday to Friday: 30% of the freight value;
– Surcharge for collections/deliveries on Saturdays: 50% of the freight value;
– Surcharge for collections/deliveries on Sundays or holidays: 100% of the freight value;
– Additional waiting time: USD 150.00/day or fraction. Free loading and unloading time: eight (8) hours.
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10. Customs Formalities
Customs formalities include documentation analysis, approval of budgeted costs, preparation of export/import documentation, submission and approval of governmental consents (when necessary), and coordination of physical cargo release. Any impediments arising from Client documentation and/or goods cannot be imputed to Cargo Way.
The Client assumes full responsibility for the complete fulfillment of procedures related to Brazilian customs, committing to collect the total value of taxes and federal contributions that may be charged on the cargo/goods. In case the original documents are not available as required by Brazilian customs, the penalty will be applicable in practice.
If Brazilian Customs imposes any additional fee/tax on any import/export shipments at a later stage or during a customs audit after goods release, then the consignee/Client will be subject to pay the additional charges.
For customs formalities, Cargo Way will use customs agents and/or trusted suppliers. The Client undertakes to provide Cargo Way with all necessary information and documentation for the completion of the customs declaration, including those related to the origin, classification, and value of the shipped goods.
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11. Validity
Cargo Way reserves the right to make any changes to 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 condition or unpredictable conditions that may impact any logistics operation.
Considering temporary shipments, re-export/re-import (cargo return) charges are stipulated for budgeting purposes and need to be revalidated at the time of shipment readiness. Any change will require an update of values. Additionally, the final charged weight (chargeable weight) is always determined by the carriers (airlines, shipping lines, and truck carriers). The quote is subject to changes to adapt the cargo according to international transport regulatory standards. This also excludes taxes, container demurrage and detention, container repair/washing, escort, governmental and customs approvals, unloading/loading at the collection/delivery site or airport/port, packing or repackaging, cargo insurance, labor, unloading/loading equipment, penalties (if any), unless requested by the Client.
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12. Storage Fees
Export/import commercial proposals include the first period of port and airport storage. The cost and duration of subsequent periods will be charged later according to incidence, and the current table will be provided upon request.
Cargo Way shall not be held liable for the integrity/storage/preservation of cargo or goods after delivery to their consignee for the work for which they were intended.
In addition to extra storage costs, demurrage and detention costs incurred in maritime transport, after the free time informed by the shipping company, will be charged as follows:
CONTAINER DEMURRAGE FEES
VALUES IN “US$” – PER DAY
| TYPE | PERIOD | CURRENCY | 20’std | 40’std/HC |
| Dry/Standard | 1-5 days | USD | 180.00 | 210.00 |
| Dry/Standard | 6-10 days | USD | 204.00 | 234.00 |
| Dry/Standard | after 11 days | USD | 216.00 | 252.00 |
| Special containers (FR, OT) | 1-5 days | USD | 204.00 | 228.00 |
| Special containers (FR, OT) | 6-10 days | USD | 228.00 | 264.00 |
| Special containers (FR, OT) | after 11 days | USD | 258.00 | 300.00 |
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13. Rules of Conduct
i. The Client acknowledges that corruption, extortion, and embezzlement are prohibited by law – being illicit acts; that they must not pay or accept bribes or participate in other illegal initiatives in commercial or governmental relations; that they must conduct their business consistently, through fair and vigorous competition in accordance with all applicable antitrust laws; that they must use fair business practices, including accurate and truthful advertising.
ii. The Client must respect all applicable laws and regulations, including those related to sustainable development, environmental preservation, and social responsibility, as well as laws prohibiting child labor, bribery, or the granting of illegal advantages.
iii. The Client must not use forced labor, slave labor, voluntary prison labor or child labor, and must respect human rights within their sphere of action/influence.
iv. The Client acknowledges that it is Cargo Way’s policy to respect all laws, regulations, industry codes, authorizations, and commitments, as well as to act ethically, respectfully, and transparently, in the manner established by its Code of Ethical Conduct. Cargo Way may immediately terminate the provision of services – without prior notification – if the Client violates the terms of this clause.
v. The Parties declare that they will comply with all current anti-bribery and anti-corruption laws. The Parties also declare that they are aware that bribery and the payment of money or anything of value to government officials, political parties, or candidates with the purpose of corruptly obtaining or maintaining business are illicit, and that they will refrain from such practices.
vi. The Client expressly declares that they will transmit to their employees/collaborators the information mentioned in the previous item and that they will immediately take all appropriate measures to prevent any violation by their employees/collaborators of the aforementioned laws.
vii. The Client declares that they are not and/or have not been involved in any investigation and/or lawsuit related to acts of corruption.
viii. The Client’s liability for the lack of truthfulness and/or for the non-fulfillment of the declarations and guarantees contained herein shall extend even after the termination of the attached Contract, subject to compensation for any resulting loss or harm.
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14. Acceptance
The Client, at the moment they request the provision of services, adjusting dates and locations for the contracted service, is giving their express acceptance to all clauses and conditions of Cargo Way, regardless of express signature on any document, in the form of art. 107 of the Brazilian Civil Code.
We are confident that you will find our service the best for your needs. Should you require further information or clarification regarding our proposal, please feel free to contact us.
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15. Data Protection and Confidentiality
The parties commit to keeping confidential all commercial, technical, and operational information exchanged during the contractual relationship.
Cargo Way observes the applicable data protection legislation, including the General Data Protection Law (Law No. 13,709/18).
16. Terms and Conditions Update
Cargo Way reserves the right to amend these Terms and Conditions at any time by publishing the updated version on its official website. The changes will take immediate effect for new contracts and, for ongoing contracts, after a minimum of 30 days’ prior notice.
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17. Election of Court
The court of the District of Porto Alegre, Brazil, is hereby elected, with express waiver of any other, however privileged, to resolve any controversies arising from these Terms and Conditions.
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Thanks and best regards,
Rodrigo Picolli
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To be filled by the client:
Quotation Acceptance / Terms and Conditions
We confirm and accept the terms of conditions, as well as the rates in this quotation.
Authorized Signatory Name
Designation Signature & Seal Date