These Terms and Conditions of Service (the “Service Terms”) constitute a legally binding contract between "GEODIS" and "Customer". By appointing GEODIS to provide Services, as defined herein, Customer expressly accepts these Service Terms as of the date the Services were first provided by GEODIS to Customer. In the event GEODIS renders Services and issues a document containing terms governing such Services, the terms set forth in such other document(s) shall govern those Services to the extent they are inconsistent with these Service Terms.
GEODIS acts as the "agent" of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export and security documentation on behalf of the Customer and other dealings with Government Agencies. GEODIS acts as an independent contractor with respect to all other Services provided to Customer.
Unless Services are performed by persons or firms engaged pursuant to express written instructions from the Customer, GEODIS shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment. Advice by GEODIS that a particular person or firm has been selected to render Services with respect to the goods shall not be construed to mean that GEODIS warrants or represents that such person or firm will render such Services, nor does GEODIS assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and GEODIS shall not 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 of a third party shall be brought solely against such party and/or its agents. In connection with any such claim, GEODIS shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by GEODIS.
Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by GEODIS to the Customer are for informational purposes only and are subject to change without notice. No quotation shall be binding upon GEODIS unless GEODIS in writing agrees to undertake the Services at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between GEODIS and the Customer.
Neither party shall be liable for damage to goods or delays and/or defaults in its performance due to causes beyond its control, including, but without limiting the generality of the foregoing: acts of God, or of the public enemy; fire or explosion; flood; actions of the elements; war; acts of terrorism; cyber-attacks; embargoes; quarantine; labor disputes; failure of transportation; acts or requests of any governmental authority; or any cause beyond its control (any such event, a “Force Majeure Event”). In the event of a Force Majeure Event, Customer shall compensate GEODIS only for Services provided during the period of the Force Majeure Event.
Third parties to whom the goods are entrusted may limit liability for loss or damage. GEODIS will request excess valuation coverage only upon specific written instructions from the Customer, which must agree to pay any charges therefore. In the absence of written instructions or the refusal of the third party to agree to a higher declared value, at GEODIS's discretion, the goods may be tendered to the third party, subject to the terms of the third party's limitations of liability and/or terms and conditions of service.
Unless requested to do so in writing and confirmed to Customer in writing, GEODIS 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. With respect to Warehouse Services, Customer agrees that goods are not insured by GEODIS against loss or damage however caused.
In no event shall GEODIS be liable or responsible for consequential, indirect, incidental, statutory or punitive damages, including lost profits, even if it has been put on notice of the possibility of such damages, or for the acts of third parties. THE FOREGOING IS A SEPARATE, ESSENTIAL TERM OF THIS AGREEMENT AND SHALL BE EFFECTIVE EVEN IN THE EVENT OF THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT. Except with respect to product loss and damage aS SET FORTH IN 10(D)-(E), GEODIS’ liability to Client or to any third party under or in any manner related to the Agreement shall not in the aggregate exceed the total amount paid by client to geodis pursuant to this agreement during the twelve month period perceding the event giving rise to the claim.
All charges must be paid by Customer in advance unless GEODIS agrees in writing to extend credit to Customer. The granting of credit to Customer in connection with a particular transaction shall not be considered a waiver of this provision by GEODIS.
The Customer agrees to indemnify, defend, and hold GEODIS harmless from any claims and/or liability, fines, penalties and/or attorneys' fees arising from the importation or exportation of Customer’s merchandise and/or any conduct of the Customer, including but not limited to the inaccuracy of entry, export or security data supplied by Customer or its agent or representative, which violates any Federal, State and/or other laws, and further agrees to indemnify, defend, and hold GEODIS harmless against any and all liability, loss, damages, costs, claims, penalties, fines and/or expenses, including but not limited to reasonable attorney's fees, which GEODIS may hereafter incur, suffer or be required to pay by reason of such claims. In the event that any claim, suit or proceeding is brought against GEODIS, GEODIS shall give notice in writing to the Customer by mail at its address on file with GEODIS.
GEODIS shall use reasonable care regarding written instructions relating to "Cash/Collect on Deliver (C.O.D.)" shipments, bank drafts, cashier's and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall not have liability if the bank or consignee refuses to pay for the shipment.
In any dispute involving monies owed to GEODIS, GEODIS shall be entitled to all costs of collection, including reasonable attorney's fees and interest at 15% per annum or the highest rate allowed by law, whichever is less unless a lower amount is agreed to by GEODIS.
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 the Customs and/or other Laws and Regulations of the United States; unless otherwise agreed to in writing, GEODIS shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a "recordkeeper" or "recordkeeping agent" for Customer.
Unless requested by Customer in writing and agreed to by GEODIS in writing, GEODIS shall be under no obligation to undertake any pre- or post-Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.
Where GEODIS prepares and/or issues a bill of lading, GEODIS shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc.; unless specifically requested to do so in writing by Customer or its agent and Customer agrees to pay for same, GEODIS shall rely upon and use the cargo weight supplied by Customer.
Unless requested by Customer in writing and agreed to by GEODIS in writing, GEODIS shall not be responsible for determining licensing authority or obtaining any license or other authority pertaining to the export from or import into the United States.
Customer shall not tender to GEODIS any goods for shipment or storage that are classified as hazardous materials or dangerous goods by the United States Department of Transportation or such other agency, authority, or organization having jurisdiction (“Haz-Mat”) without receiving prior written authorization from GEODIS. Customer shall properly package, mark, label, and identify any such Haz-Mat, and provide all information requested by GEODIS necessary to properly classify such hazardous materials and comply with all applicable laws and regulations in connection therewith. Customer shall indemnify GEODIS and its subcontractors from any claims, liabilities, damages, fines, or suits (including attorney’s fees and court costs) arising from Customer’s failure to comply with the requirements set forth in this Section 20. GEODIS may, in its discretion, refuse to arrange to transport or accept for storage any goods containing Haz-Mat.
These Service Terms may only be modified, altered or amended in writing signed by both Customer and GEODIS. Any attempt to unilaterally modify, alter or amend same shall be null and void.
The compensation of GEODIS for the Services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by GEODIS to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by GEODIS from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, GEODIS shall provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or action against the Customer for monies due GEODIS, upon recovery by the GEODIS, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee.
In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in Full force and effect. GEODIS's decision to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein.
These Service Terms and the relationship of the parties shall be construed according to the laws of the United States and the Commonwealth of Pennsylvania without giving consideration to principals of conflict of law. Customer and GEODIS:
These Service Terms are based on the Terms and Conditions of Service promulgated by the National Customs Brokers and Forwarders Association of America, Inc.
GEODIS Version 1.0 – August 2018