FRESHTRADE SERVICES TERMS AND CONDITIONS OF SERVICE
Based on the model terms and conditions promulgated by the
NATIONAL CUSTOMS BROKERS AND FORWARDERS ASSOCIATION OF AMERICA, INC.
These terms and conditions of service constitute a legally binding contract between the “Company” and the “Customer”. In
the event the Company renders services and issues a document containing Terms and Conditions governing such services,
the Terms and Conditions set forth in such other document(s) shall govern those services.
- Definitions. “Company” shall mean Fresh Connect Customs Broker LLC dba FreshTrade Services, its subsidiaries,
related companies, agents and/or representatives;
(a) “Customer” shall mean the person for which the Company is rendering service, as well as its principals, agents and/or
representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers
and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the
Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;
(b) “Documentation” shall mean all information received directly or indirectly from Customer, whether in paper or electronic
form;
(c) “Ocean Transportation Intermediaries” (“OTI”) shall include an “ocean freight forwarder” and a operating”non-
vesselcarrier”;
(d) “Third parties” shall include, but not be limited to, the following: “carriers, truckmen, cartmen, lightermen, forwarders,
OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage,
handling and/or delivery and/or storage or otherwise”. - Company as agent. The Company 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, or for arranging for
transportation services, both domestically and internationally, or other logistics services in any capacity other than as a
carrier. - Limitation of Actions.
(a) Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual
loss, must be made in writing and received by the Company, within (90) Ninety days of the event giving rise to claim; the
failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer.
(b) All suits against Company must be filed and properly served on Company as follows:
(i) For claims arising out of ocean transportation, within (1) One year from the date of the date of loss;
(ii) For claims arising out of brokering domestic motor carrier transportation, within (1) One year from the date of
loss;
(iii) For claims arising out of air transportation, within (1) year from the date of the loss;
(iv) For claims arising out of the preparation and/or submission of an import entry(s), within Insert (75) Seventy-
Five days from the date of liquidation of the entry(s);
(v) For any and all other claims of any other type, within (2) Two years from the date of the loss or damage. - No Liability for The Selection or Services of Third Parties and/or Routes. Unless services are performed by
persons or firms engaged pursuant to express written instructions from the Customer, Company 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 the Company that a particular person or firm has been selected to render
services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person
or firm will render such services nor does Company assume responsibility or liability for any actions(s) and/or inaction(s) of
such third parties and/or its agents, and 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, the Company shall reasonably
cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company.
- Quotations Not Binding. Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges
given by the Company to the Customer are for informational purposes only and are subject to change without notice; no
quotation shall be binding upon the Company unless the parties in writing agree to the handling or transportation of the
shipment at a specific rate or amount set forth in the quotation and payment arrangements for handling or transportation of
the shipment are agreed to between the Company and the Customer. - Reliance on Information Furnished.
(a) Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with U.S.
Customs & Border Protection, other Government Agency and/or third parties, and will immediately advise the Company of
any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission filed on Customers
behalf;
(b) In preparing and submitting customs entries, export declarations, applications, security filings, documentation, delivery
orders and/or other required data, the Company relies on the correctness of all documentation, whether in written or
electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure the correctness
of all such information and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or
losses suffered by reason of the Customer’s failure to disclose information or any incorrect, incomplete or false statement by
the Customer or its agent, representative or contractor upon which the Company reasonably relied. The Customer agrees
that the Customer has an affirmative non-delegable duty to disclose any and all information required to import, export or enter
the goods.
(c) Customer acknowledges that it is required to provide verified weights obtained on calibrated, certified equipment of all
cargo that is to be tendered to steamship lines and represents that Company is entitled to rely on the accuracy of such
weights and to counter-sign or endorse it as agent of Customer in order to provide the certified weight to the steamship lines.
The Customer agrees that it shall indemnify and hold the Company harmless from any and all claims, losses, penalties or
other costs resulting from any incorrect or questionable statements of the weight provided by the Customer or its agent or
contractor on which the Company relies.
(d) Customer acknowledges that it is required to advise Company in advance of its intention to tender hazardous material
goods and that it will otherwise comply with all federal and international hazardous material regulations. - Declaring Higher Value to Third Parties. Third parties to whom the goods are entrusted may limit liability for loss
or damage; the Company 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 Company’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. - Insurance. 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. - Disclaimers; Limitation of Liability.
(a) Except as specifically set forth in these terms and conditions, Company makes no express or implied warranties in
connection with its services;
(b) Customer may obtain insurance coverage for cargo loss or damage, up to the actual or declared value of the shipment or
transaction, by requesting such coverage and agreeing to make payment therefor, which request must be confirmed in writing
by the Company prior to rendering services for the covered transaction(s).
(c) In all events, the Company’s liability shall be limited to the following:
(i) where the claim arises from activities other than those relating to customs business $50.00 per shipment or
transaction, or
(ii) where the claim arises from activities relating to “Customs business,” $50.00 per entry or the amount of brokerage
fees paid to Company for the entry, whichever is less;
(d) In no event shall Company be liable or responsible for consequential, indirect, incidental, statutory or punitive
damages, even if it has been put on notice of the possibility of such damages, or for the acts of third parties.
(e) With respect to domestic transportation, Company shall not be liable for a motor carrier’s failure to maintain
insurance or for the accuracy of any documentation furnished by a motor carrier to Company or Customer evidencing
said coverage.
- Advancing Money. All charges must be paid by Customer in advance unless the Company agrees in writing to
extend credit to customer; the granting of credit to a Customer in connection with a particular transaction shall not be
considered a waiver of this provision by the Company. - Indemnification/Hold Harmless. The Customer agrees to indemnify, defend, and hold the Company harmless from
any claims and/or liability, fines, costs, 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 or
regulations, and further agrees to indemnify and hold the Company 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 the Company
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 the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company.
Such indemnification and hold harmless shall include all claims and costs arising directly or indirectly as a result of actions
the Company is required to take pursuant to customs regulations to report to CBP when the Company separates from or
cancels representation of a Customer as a result of determining, in the Company’s judgment, that the Customer is
intentionally attempting to use the Company to defraud the U.S. Government or commit any criminal act against the U.S.
Government. - C.O.D. or Cash Collect Shipments. Company 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. - Costs of Collection. In any dispute involving monies owed to Company, the Company shall be entitled to all costs
of collection, including reasonable attorney’s fees and interest at 18 % per annum or the highest rate allowed by law,
whichever is less unless a lower amount is agreed to by Company. - General Lien and Right To Sell Customer’s Property.
(a) Company shall have a continuing lien on any and all property and documents relating thereto of Customer coming into
Company’s actual or constructive possession, custody or control or enroute, which lien shall survive delivery, for all charges,
expenses or advances owed to Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or
both. Customs duties, transportation charges, and related payments advanced by the Company shall be deemed paid in trust
on behalf of the Customer and treated as pass through payments made on behalf of the Customer for which the Company is
acting as a mere conduit.
(b) Company shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and
owing, as well as any on -going storage or other charges; Customer shall notify all parties having an interest in its
shipment(s) of Company’s rights and/or the exercise of such lien.
(c) Unless, within thirty days of receiving notice of lien, Customer posts cash or letter of credit at sight, or, if the amount due is
in dispute, an acceptable bond equal to 110% of the value of the total amount due, in favor of Company, guaranteeing
payment of the monies owed, plus all storage charges accrued or to be accrued, Company shall have the right to sell such
shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Customer. - No Duty To Maintain Records For Customer. 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, the
Company 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.
- Obtaining Binding Rulings, Filing Protests, etc. Unless requested by Customer in writing and agreed to by
Company in writing, Company 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. - No Duty To Provide Licensing Authority. Unless requested by Customer in writing and agreed to by the Company
in writing, Company 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. - No Duty To Serve as a Party to the Transaction. Unless requested by Customer in writing and agreed to by an
officer of the Company in writing, Company shall not be construed as a party to the Transaction including but not limited to
manufacturer, seller, buyer, importer, importer of record, exporter, with any attendant obligations or responsibilities pertaining
to the export from or import of merchandise into the United States or transactions in connection therewith. - Preparation and Issuance of Bills of Lading. Where Company prepares and/or issues a bill of lading, Customer or
its agent shall supply to Company the marks necessary to identify the goods, the number of packages, the quantity, weight,
and apparent condition of the goods. Unless specifically requested to do so in writing by Customer or its agent and Customer
agrees to pay for same, Company shall rely upon and use on any bill of lading or shipping document the information supplied
by Customer. - No Modification or Amendment Unless Written. These terms and conditions of service may only be modified,
altered or amended in writing signed by both Customer and Company; any attempt to unilaterally modify, alter or amend
same shall be null and void. - Compensation of Company. The compensation of the Company for its services shall be included with and is in
addition to the rates and charges of all carriers and other agencies selected by the Company to transport and deal with the
goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by
the Company from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, the
Company 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 act ion against the Customer for monies due the
Company, upon recovery by the Company, the Customer shall pay the expenses of collection and/or litigation, including a
reasonable attorney fee. - Force Majeure. Company shall not be liable for losses, damages, delays, wrongful or missed deliveries or
nonperformance, in whole or in part, of its responsibilities under the Agreement, resulting from circumstances beyond the
control of either Company or its sub -contractors, including but not limited to: (i) acts of God, including flood, earthquake,
tornado, storm, hurricane, power failure, epidemic or other severe health crisis, or other natural disaster; (ii) breaches of
cyber security including but not limited to cyber outages or attacks; (iii) war, hijacking, robbery, theft or terrorist activities; (iv)
incidents or deteriorations to means of transportation, (v) embargoes, (vi) civil commotions or riots, (vii) defects, nature or
inherent vice of the goods; (viii) acts, breaches of contract or omissions by Customer, Shipper, Consignee or anyone else
who may have an interest in the shipment, (ix) acts by any government or any agency or subdivision thereof, including denial
or cancellation of any import/export or other necessary license; or (x) strikes, lockouts or other labor conflicts. In such event,
Company reserves the right to amend any tariff or negotiated freight or logistics rates, on one day’s notice, as necessary to
provide the requested service. - Severability. 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. Company’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. - Governing Law; Consent to Jurisdiction and Venue. These terms and conditions of service and the relationship of
the parties shall be construed according to the laws of the State of Texas without giving consideration to principles of conflict
of law. Customer and Company:
(a) irrevocably consent to the jurisdiction of the United States District Court and the State courts of Texas;
(b) agree that any action relating to the services performed by Company, shall only be brought in said courts;
(c) consent to the exercise of in personam jurisdiction by said courts over it, and
(d) further agree that any action to enforce a judgment may be instituted in any jurisdiction.
©Approved by the National Customs Brokers and Forwarders Association of America, Inc. (Revised 9/2023 )
