TERMS AND CONDITIONS OF BILL OF LADING
ARMSTRONG (the “Carrier”)
These Terms and Conditions govern all transportation, storage, warehousing, handling, packing, customs coordination, freight forwarding, logistics, and all other related services performed by Armstrong (“Carrier”), including services performed by its employees, officers, directors, shareholders, agents, contractors, subcontractors, supply chain partners, affiliates, warehouse operators, customs brokers, freight forwarders, ocean carriers, air carriers, rail carriers, and any third party retained in connection with the shipment or storage of Goods.
The term “Shipper” includes the consignor, consignee, owner of the Goods, any corporation or institution acting or representing the owner of the goods, and any party for whose account the Goods are transported or stored.
The term “Goods” includes articles of every kind and description, including packaging and containers.
All quotations, invoices, inventories, storage receipts, emails, confirmations, rate sheets, customs documents, and related materials are incorporated herein by reference.
1. ACCEPTANCE OF TERMS – NO SIGNATURE REQUIRED
By requesting services, accepting a quotation, tendering Goods, scheduling pickup, permitting storage, arranging cross-border shipment, or otherwise engaging Carrier, Shipper acknowledges that it has read, understands, and agrees to be legally bound by these Terms and Conditions.
No signature is required. Performance of services by Carrier constitutes binding acceptance. Continued possession of Goods by Carrier constitutes ongoing acceptance of these Terms.
2. ASSUMPTION OF RISK AND DISCLAIMER OF LIABILITY
· All Goods are handled, stored, transported, and delivered entirely at the Shipper’s sole and exclusive risk.
· Carrier shall not be liable for any loss, damage, destruction, contamination, deterioration, delay, seizure, misdelivery, non-delivery, or expense of any nature whatsoever, regardless of cause, including but not limited to any such loss occurring before, during, or after transportation or storage, or arising during handling, packing, warehousing, loading, unloading, customs coordination, or delivery.
· Negligence (ordinary, gross, active, passive, or otherwise)
· Alleged failure to exercise reasonable care
· Theft, burglary, robbery, mysterious disappearance
· Fire, smoke, soot, ash
· Water damage, flooding, leakage, sprinkler discharge, condensation
· Mold, mildew, fungus, corrosion, rust
· Climate exposure or temperature fluctuation
· Structural failure of facilities
· Rodents, vermin, infestation
· Power outage or equipment failure
· Road hazards, traffic accidents
· Acts or omissions of third parties
· Improper packing (whether by Shipper or Carrier)
· Inherent vice or defect
· Government action, seizure, confiscation
· Customs inspections or regulatory enforcement
· War, terrorism, civil unrest
· Acts of God
· Strikes, labor shortages
· Port congestion or maritime incidents
· Any unforeseen, unavoidable, or uncontrollable event
· Any cause whatsoever, whether known or unknown, foreseeable or unforeseeable
Carrier expressly disclaims liability under contract, tort, bailment, strict liability, statute, equity, or any other legal theory.
Carrier is not an insurer of the Goods.
3. RELEASE, WAIVER, AND INDEMNIFICATION
Shipper irrevocably releases and waives any and all claims against Carrier arising from or relating to the Goods or services provided.
Shipper agrees to indemnify, defend, and hold harmless Carrier from any and all claims, liabilities, fines, penalties, duties, taxes, losses, damages, governmental assessments, legal fees, and expenses arising from:
· The nature, condition, or legality of the Goods
· Hazardous materials
· Inaccurate or incomplete customs declarations
· Regulatory non-compliance
· Cross-border documentation errors
· Third-party claims
· Storage-related claims
· International shipping risks
This indemnity survives delivery, storage, disposal, abandonment, or termination of services.
4. STORAGE TERMS
All Goods stored by Carrier are stored strictly at Shipper’s sole risk.
Carrier:
· Does not guarantee climate control or environmental conditions.
· Does not guarantee protection from theft, fire, water, mold, infestation, or structural failure.
· Is not responsible for gradual deterioration or negligence of any kind.
Carrier maintains a general and continuing lien on all Goods for transportation charges, storage fees, duties, taxes, legal fees, administrative costs, and related expenses.
If Goods remain unclaimed or unpaid, Carrier may, without further notice:
· Transfer Goods to another facility,
· Increase storage charges,
· Sell Goods at public or private sale,
· Destroy or abandon Goods.
All costs of enforcement shall be borne by Shipper.
5. CROSS-BORDER AND INTERNATIONAL SHIPMENTS
Shipper warrants compliance with all export and import laws.
Shipper is solely responsible for:
· Duties, taxes, tariffs
· Brokerage fees
· Inspection fees
· Demurrage
· Port storage
· Government penalties
Carrier shall not be liable for:
· Customs delays
· Seizure or confiscation
· Government inspections or damage during inspection
· Regulatory holds
· Political instability
· Exchange rate fluctuations
· Maritime loss
· Container loss overboard
· Piracy
· Acts of foreign governments
· Insolvency or negligence of foreign carriers or agents
· All foreseeable and unforeseeable risks
All international services are performed at Shipper’s sole risk.
6. INSURANCE
Carrier does not provide cargo insurance, valuation or any type of increased carrier liability unless separately agreed in writing.
Shipper is solely responsible for securing adequate all-risk insurance covering:
· Domestic transit
· International transit
· Storage
· Theft
· Fire
· Water damage
· Smoke damage
· Mold
· Government seizure
· Negligence of Carrier
· All foreseeable and unforeseeable risks
Failure to obtain insurance does not create liability for Carrier.
7. HAZARDOUS MATERIALS
Shipper warrants that no hazardous, dangerous, explosive, flammable, radioactive, toxic, or regulated materials are included unless fully disclosed in writing.
Shipper assumes full liability for undisclosed hazardous materials and shall indemnify Carrier for any resulting loss, damage, fine, or regulatory action.
Carrier may refuse, dispose of, or neutralize hazardous Goods without liability.
8. FORCE MAJEURE
Carrier shall not be liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, labor disputes, pandemics, government actions, supply chain disruptions, or infrastructure failures.
9. PAYMENT TERMS AND LIEN
Shipper, Consignee, any corporation or institution acting or representing the owner of the goods, are jointly and severally liable for all charges.
Unpaid balances after 30 days shall accrue interest at 2% per month (24% per annum) or the maximum rate permitted by law, whichever is lower.
Carrier has the right to withhold delivery until payment is made in full.
Carrier maintains a continuing lien on all Goods in its possession.
10. GOVERNING LAW AND VENUE
This Agreement shall be governed exclusively by the laws of the jurisdiction in which Carrier’s principal place of business is located, without regard to conflict of law principles.
Any dispute shall be brought exclusively in the courts located within that jurisdiction.
11. ELECTRONIC COMMUNICATIONS
Electronic communications, confirmations, and digital records shall have the same legal effect as signed written documents.
12. SURVIVAL
All provisions relating to indemnity, waiver of liability, payment obligations, lien rights, arbitration, governing law, and limitations of liability shall survive delivery, storage, disposal, or termination of services.
13. ENTIRE AGREEMENT
These Terms constitute the entire agreement between the parties and supersede all prior discussions or representations.
No oral modification shall be valid. No other written contract can supersede these terms and conditions.