PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF SERVICE AGREEMENT CAREFULLY. BY USING THE SERVICES OF CHAMPION GLOBAL LOGISTICS, INC., DBA CHAMPION GLOBAL, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND ALL TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE. IT IS THE SOLE RESPONSIBILITY OF YOU, THE CUSTOMER OR PROSPECTIVE CUSTOMER, TO READ THE TERMS AND CONDITIONS AND TO IMMEDIATELY INFORM CHAMPION GLOBAL IF YOU DO NOT EXPRESSLY AGREE TO THE SAME. NON-AGREEMENT OF THE POSTED TERMS AND CONDITIONS SHALL IMMEDIATELY TERMINATE ALL PROFESSIONAL SERVICES PLANNED, OR IN PROCESS OF BEING PROVIDED TO YOU AND YOUR BUSINESS.
Champion Global Logistics, Inc. (CHAMPION) provides services to customers as a domestic contract freight forwarder, domestic contract property broker, international freight forwarder, third-party contract logistics provider and non-vessel operating common carrier. Except as otherwise set forth herein or in a fully executed written agreement between CHAMPION and Customer, these Terms and Conditions govern all such services provided by CHAMPION for Customer; and supersede any conflicting Terms and Conditions contained in any Documentation, oral agreement, promise, representation or understanding between or among the parties, including those in any bills of lading or waybills.
No agent or employee of the parties may alter these Terms and Conditions, unless in writing and signed by both parties. The signature of any driver, agent, or carrier partner of CHAMPION on any Documentation shall be solely for the convenience of the party tendering such shipment and shall not constitute an acceptance by CHAMPION of any terms which vary from these Terms and Conditions.
”CHAMPION” shall mean Champion Global Logistics, Inc., a Washington corporation providing services to Customer(s).
“Customer” shall mean the person or entity to whom CHAMPION is rendering service, as well as their principals, agents and/or representatives, and their shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shippers’ agent, insurers and underwriters, break bulk agents and consignees and any party having an interest in the shipment or service. It is the responsibility of Customer to provide notice of these Terms and Conditions to all such principals, agents and/or representatives with an interest in the Shipment.
“WARSAW CONVENTION” means whichever of the following instruments is applicable to the contract of carriage: the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw, 12 October 1929; that Convention as amended at The Hague on 28 September 1955; that Convention as amended at The Hague 1955 and by Montreal Protocol No. 1, 2, or 4 (1975) as the case may be. “MONTREAL CONVENTION” means the Convention for the Unification of Certain Rules for International Carriage by Air, done at Montreal on 28 May 1999.
“Documentation” shall mean all information received from Customer or any Third Party acting for the Customer, or CHAMPION whether in paper or electronic form.
3. Effective Date
This Agreement is effective on the date of the first service provided under the first bill of lading and subsequent invoice issued to the Customer.
4. Champion as Agent
CHAMPION acts as the agent of Customer for the purpose of providing CHAMPION services for Customer, including without limitation, duties in connection with the entry and release of goods, poste entry services, the filing of export documents on behalf of the Customer, and all other dealings with government agencies, or for arranging for transportation services or other logistics services in any capacity other than as a carrier. As to all other services, CHAMPION acts as an independent contractor in relation to Customer.
5. Quotations Not Binding
Quotations as to fees, rates of duty, freight charges, insurance premiums, and other charges given by CHAMPION to Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon CHAMPION unless CHAMPION in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between CHAMPION and Customer.
6. Review and Disclosure
(a) Customer shall review for accuracy all declarations and all other documents that CHAMPION prepares or files with any Third Party for or on behalf of Customer. Customer shall immediately inform CHAMPION in writing of any error, discrepancy, incorrect statement, or omission within any declaration or other document that CHAMPION prepares or files for or on behalf of Customer. Customer is solely responsible for any inaccuracies in the foregoing declarations and other documents. (b) Customer shall disclose to CHAMPION any and all information required to import, export, or enter any goods that are the subject of services provided by CHAMPION to or for Customer. In preparing and submitting customs entries, export declarations, applications, documents, and export data to any Third Party, CHAMPION may exclusively rely on the contents of the Documentation and on all other information furnished by Customer or by any Third Party acting for or on behalf of the Customer, and CHAMPION shall not be required to verify the accuracy or completeness of such Documentation and other information. Customer warrants and represents to CHAMPION that the information set forth on the face of the CHAMPION waybill, bill of lading(s), or other shipping document, or the information supplied to CHAMPION, or electronically regarding any shipment(s), is complete and accurate; and that each package and/or article in the shipment(s) is properly and completely described including correct weight and measurement, is adequately packaged to protect the enclosed goods from loss or damage with ordinary care in handling, is properly classified, described, packaged, marked and labeled and is in proper condition for transportation according to the applicable regulations of the U.S. Department of Transportation and the Transportation Security Administration, including without limitation all regulations governing the transportation of hazardous materials, regardless of mode of transport based on 49 C.F.R. Parts 171, 172 and 173 or the current edition of the International Air Transport Association (IATA) Dangerous Goods Regulations. Customer’s violation of any of these warranties will excuse CHAMPION from any liability whatsoever for damage to any item(s) incurred as a result of such violation, and shall also cause Customer to be liable to CHAMPION for all claims, fines, penalties, damages, costs, or other sums, including reasonable attorneys’ fees, incurred by CHAMPION as a result of such violation.
7. Third Party Liability Limitations and Other Third Party Terms and Conditions.
Third Parties to whom CHAMPION entrusts Customer’s goods may impose Terms and Conditions of their service, including limiting their liability for loss or damage. Absent the Customer’s written request, CHAMPION is not required to inform Customer regarding any such liability limitations or other Terms or Conditions of a Third Party. CHAMPION will request coverage from the Third Party exceeding the Third Party limitation and the Third Party’s modification or waiver of its other Terms and Conditions only upon written instructions from the Customer, and Customer shall pay all charges therefore. Absent written instructions from the Customer, CHAMPION may at its discretion tender the Customer’s goods to a Third Party subject to the Third Party’s limitations of liability and subject to all other Terms and Conditions of the Third Party’s service. Customer must give CHAMPION the foregoing written instructions when Customer requests CHAMPION’s services for a particular transaction.
CHAMPION is not obliged to procure insurance on Customer’s behalf absent Customer’s written request when Customer requests CHAMPION’s services for a particular transaction. Customer shall pay all premiums and costs incurred by CHAMPION in connection with procuring requested insurance. Insurance coverage through CHAMPION and its insurers are not available for transportation conveyance of any kind on the following transportation carrier(s): Central Transport, LLC., SCAC-CTII, DOT-661173; Roadrunner Transportation Services, Inc., SCAC-RRTS, DOT-242009; and UPS Ground Freight, Inc., SCAC-UPGF, DOT-121058. Insurance coverage is unavailable for the following items: Gold, Silver, Precious Metals, Works of Art, Furs, Valuable Rugs (Persian or Oriental), Valuable Papers (To include, but not limited to bonds, deeds, documents, manuscripts, plans, securities, stamps, treasury notes and currency), Watches, Yachts, Personal Effects, Used Equipment or Used Machinery of any kind. This list is not exhaustive, please contact CHAMPION to see if there are any exclusions based on specific commodities.
9. Limited Warranty
(a) Except as otherwise provided herein, CHAMPION warrants to Customer that CHAMPION shall use reasonable care, diligence, and skill to provide CHAMPION’s services, and CHAMPION makes no other express or implied warranty in connection with its services or the services of any Third Party. (b) CHAMPION’s recommendation or engagement of a Third Party to render services for or on behalf of Customer shall not constitute CHAMPION’s representation or warranty that such Third Party will render adequate services. CHAMPION shall not be liable to Customer for any negligent or intentional act, omission, or inaction of such Third Parties, including without limitation, any delay or loss that occurs while a shipment is in the custody or control of a Third Party. CHAMPION shall not be liable for its negligent selection or entrustment of a Third Party. Customer shall bring all claims involving any negligent or intentional act, omission, or inaction of a Third Party solely against that Third Party, whether or not the Third Party was recommended or engaged by CHAMPION. CHAMPION shall not be liable to Customer for any delay or loss caused by the selection or change of a particular shipping route or shipping procedure, whether or not recommended, selected, or changed by CHAMPION or by any Third Party. (c) CHAMPION shall be liable only for its own actions and omissions, including CHAMPION’s breach of these Terms and Conditions, the terms of any invoice or bill of lading, and the terms of any other agreement with the Customer, and CHAMPION’s liability for which is limited.
10. Limits of Liability
CHAMPION shall not be liable for loss, damage, delay or monetary losses of any type caused by: acts of God; acts of public authorities acting with actual or apparent authority; strikes; labor disputes; weather; mechanical failures; aircraft failures; civil commotions; acts or omissions of customs or quarantine officials; acts of carriers related to security; the nature of the Shipment or any defects thereof; acts of public enemies; hazards incident to a state of war; acts of terrorism; or acts, defaults or omissions of the shipper, including but not limited to, inadequate or improper packaging, marking, addressing or the provision of incomplete or inaccurate shipping instructions, Documentation or related information. CHAMPION shall not be liable for loss, damage or deterioration from delay, consequential loss or damage, damage or destruction of cargo from extremes of temperature, changes of atmospheric pressure, inherent vice or moth, insects, vermin, infestation, wear and tear or deterioration. CHAMPION shall not be liable for loss or damage to shipping containers or any exterior packaging. CHAMPION’ liability for loss, damage, delay or other monetary losses suffered in connection with services performed by CHAMPION is limited as set forth below unless Customer and CHAMPION agree, prior to CHAMPION rendering services with respect to a Shipment, to greater liability by CHAMPION or to coverage through CHAMPION’s all risk marine policy, up to the actual or declared value of the Shipment, subject to a fee for such increased liability or coverage:
10.1 Where the claim arises from activities relating to Customs business to include Container Freight Station activities, CHAMPION liability is limited to $50.00 per entry or the amount of brokerage fees paid to CHAMPION for the entry, whichever is less.
10.2 Where the claim arises from activities relating to the domestic warehousing or transportation of new goods within the United States or originating in the United States destined for Canada, CHAMPION liability is limited to the lesser of: (a) $50.00 USD per Shipment or $0.50 per pound per piece of cargo lost, damaged, mis-delivered or otherwise adversely affected, whichever is greater; (b)The replacement value of the affected article or articles with an item of like kind and quality; (c) Customer’s cost of the affected article or articles; or (d) the repair cost in the event that a claimed item can be repaired. If a claimed damaged item cannot be repaired, Customer shall provide, at its own expense, a Third Party assessment and/or technician report which details the extent of the damage and why the item is unable to be repaired.
10.3 Where the claim arises from activities relating to the domestic warehousing or transportation of used goods within the United States or originating in the United States destined for Canada, CHAMPION liability is limited to the lesser of: (a)$10.00 USD per Shipment or $0.10 per pound per piece of cargo lost, damaged, mis-delivered or otherwise adversely affected, whichever is greater; (b)The replacement value of the affected article or articles with an item of like kind and quality; (c) Customer’s cost of the affected article or articles; or (d) The repair cost in the event that a claimed item can be repaired. If a claimed damaged item cannot be repaired, Customer shall provide, at its own expense, a Third Party assessment and/or technician report which details the extent of the damage and why the item is unable to be repaired.
10.4 Where the claim arises from activities relating to the transportation of goods within Canada or originating in Canada destined for the United States, CHAMPION liability is limited to the lesser of: (a) $50.00 USD per Shipment or $0.50 per pound per piece of cargo lost, damaged, mis-delivered or otherwise adversely affected, whichever is greater; (b) The value of the Shipment at the place and time of origin; or (c) $2.00 Canadian per pound computed on the total weight of the Shipment. (c) At the time of delivery, the consignee must note on the delivery receipt any exceptions to the count or condition of the shipment or the shipping containers.
10.5 Where the claim arises from activities relating to the transportation of goods moving by international air, CHAMPION liability is limited under the Warsaw convention as amended by the Montreal Protocol No. 4 to 17 special drawing rights (SDR) per kilogram of the affected article or articles. SDR is created by the International Monetary Fund (IMF), and shall be defined and valued in accordance with prevailing IMF publications. Exchange rate is to be based on the actual ship date of the goods.
10.6 Where the claim arises from activities relating to the transport of goods moving by sea, CHAMPION liability is limited pursuant to the Carriage of Goods by Sea Act and/or the Harter Act to $50.00 USD per Shipment or $0.50 per pound per piece of cargo lost, damaged, mis-delivered or otherwise adversely affected, whichever is greater. Exchange rates, if applicable, are to be based on the actual ship date of the goods.
At the time of delivery, the consignee must note on the delivery receipt any exceptions to the count or condition of the shipment or the shipping containers. CHAMPION shall not be liable for concealed loss or damage not noted on the delivery receipt and/or not consistent with visible signs of damage to the outside shipping container(s), unless Customer provides written notice to CHAMPION within 48 hours of delivery and is able to prove that such loss or damage occurred while the shipment was in CHAMPION or CHAMPION agent possession. A clear delivery receipt shall be prima facie evidence of ordinary care in handling and receipt of the shipment(s) in full and in good condition. Notations such as “subject to inspection or count” will not be considered evidence of damage or shortage. In no event shall CHAMPION be liable for any special, incidental, consequential or punitive damages, including but not limited to, loss of profits or loss of market, whether or not CHAMPION had knowledge that such damages or losses might occur. In no event shall CHAMPION liability for aggregate losses at any one time at any one place exceed $50.00 USD per Shipment or $0.50 per pound, whichever is greater, unless mutually agreed upon in writing by both parties prior to tender of the shipment(s). Where Customer seeks to declare a value for a shipment consisting of more than once piece, it shall be Customer’s responsibility to have a numbered label affixed to each such piece and then to declare a value correlating to each such number in the space provided on the face of the shipping document(s). Failing compliance with this requirement, CHAMPION liability for loss or damage to any part of such shipment shall be limited to $50.00 USD per Shipment or $0.50 per pound, whichever is greater.
11.1 At time of delivery, the consignee shall sign a delivery receipt acknowledging receipt of the Shipment and any apparent exceptions to the good order, count and condition of the Shipment. Any additional exceptions discovered during a further inspection in the driver’s presence shall be noted on the delivery receipt. If no exceptions to good order, count or condition are noted on the delivery receipt, the Shipment is presumed to have been delivered in the same good order, count and condition as when initially received by CHAMPION’s agent or carrier partner. Notations such as “subject to inspection” and “subject to count” do not constitute exceptions to the good order, count and condition of the Shipment.
11.2 If any loss or damage not ascertainable at time of delivery is later discovered, written notice must be provided to CHAMPION no later than 5 days after the date of delivery, after which time, with no notice having been given, the Shipment is presumed to have been delivered in the same good order, count and condition as when initially received by CHAMPION.
11.3 If a Shipment is delayed, lost or otherwise not delivered, written notice must be provided to CHAMPION no later than 3 days after the date on which the Shipment should have been delivered, after which time, with no notice having been given, the Shipment is presumed to have been delivered in the same good order, count and condition as when initially received by CHAMPION.
11.4 CHAMPION or its agents or carrier partners are entitled to inspect the Shipment and all materials used to package or protect the Shipment at the place of delivery in the same condition as at delivery. Failure to maintain the shipment at the place of delivery may result in declination of claim. Failure to supply packing material for inspection may result in declination of claim.
11.5 It is incumbent upon the claimant and any other interested party to mitigate the damages to the extent that is reasonably possible.
11.6 Unless subject to a specific statute or international convention establishing a longer period, all claims for loss, damage or delay must be submitted in writing within 5 days after the date of delivery to the to the CHAMPION Corporate office located at 6001 Westgate Blvd., Suite B, Tacoma, WA. 98406, USA, Attn: Claims Department, or sent via email to Claims@ChampionGL.com. Such claims must include copies of all shipping documentation, commercial invoices, delivery receipts, photos and any other documents supporting the claim. The failure to provide timely notice shall be a complete defense to any suit or action commenced by Customer for the loss, damage or delay.
11.7 Unless subject to a specific statute or international convention establishing a longer period, suit to recover for any loss, damage or delay must be instituted within the following time periods:
11.7.1 For claims arising out of ocean transportation, 90 days from the date the claim has been denied in writing, in whole or in part, by CHAMPION, its carrier partners, and its insurers.
11.7.2 For claims arising out of air or ground transportation, 90 days from the date the claim has been denied in writing, in whole or in part, by CHAMPION, its carrier partners, and its insurers.
11.7.3 For claims arising out of the preparation and/or submission of an import entry, 60 days from the date of liquidation of the entry.
11.8 All suits to recover a claim must be filed in a state or federal court located in Pierce County, Washington. Customer and CHAMPION consent resolve any and all disputes by way of arbitration in such courts and waive all objections thereto. The rights and obligations of the parties shall be determined according to the applicable laws of the United States or an international convention and otherwise to the laws of the State of Washington. Customer and CHAMPION mutually agree that arbitration shall be the sole and exclusive remedy for resolving any and all claims or disputes. The decision reached in arbitration shall be final and binding on the parties. Customer consents and agrees that by tendering any Shipment to CHAMPION under the Terms and Conditions set forth by CHAMPION, that Customer waives the right to a jury trial in civil court.
11.9 No claim will be considered until all current and past due transportation charges owed by Customer to CHAMPION have been paid in full. The amount of freight claims may not be deducted from transportation charges.
11.10 If CHAMPION pays a claim for loss of or damage to a Shipment, CHAMPION shall be entitled to possession of the portion of the Shipment for which the claim was made or the salvage value thereof.
11.11 Claims for overcharges or duplicate payments must be received in writing by CHAMPION no later than 7 days of Customer’s receipt of the original invoice from CHAMPION; and, provided that such claim has been timely filed, any action or proceeding by Customer against CHAMPION to recover such charges shall be commenced not more than 30 days after Customer’s receipt of the CHAMPION applicable invoice.
11.12 Claims for damage to Customer’s, a shipper’s and/or a consignee’s premises incurred during performance of service(s) by CHAMPION, its agents, or its carrier partners will be deemed untimely unless such damage is noted on the bill of lading or delivery receipt, or unless reported to CHAMPION in writing to the CHAMPION Corporate office located at 6001 Westgate Blvd., Suite B, Tacoma, WA. 98406, USA, Attn: Claims Department, or sent via email to Claims@ChampionGL.com within 24 hours of service at said location. CHAMPION shall be entitled to make inspection of any property damage prior to any repairs. Failure of Customer, the shipper and/or the consignee to notify CHAMPION of any such damage in a timely manner will be grounds for declination of any such claim and shall serve as a bar to any recovery in a court of law, by way of arbitration, or otherwise.
11.13 Except as provided by any statute, treaty, or international convention, Customer must commence all lawsuits (by way of mutual arbitration) and all other proceedings against CHAMPION within 90 days from the date on which the matter, fact, thing, occurrence, nonoccurrence, loss, or damage that is the subject of the lawsuit (by way of mutual arbitration) or other proceeding first occurred or failed to occur unless otherwise outlined in this document. The foregoing limitations shall: (a) apply to counterclaims and actions for recoupment or setoff, regardless of the date on which CHAMPION commences its action against Customer, and (b) inure to the benefit of CHAMPION’s subsidiaries, affiliates, shareholders, directors, officers, employees, agents, carrier partners and contractors if any of them are named in such lawsuit or other proceeding.
12. Prohibited Cargo
The following articles shall not be tendered to CHAMPION for transportation: Any Shipment or commodity prohibited by law, animals (live), asbestos tiles, blood/blood products, Dangerous Goods Red label, fishmeal, furs & hides (processed & unprocessed), gems and precious stones, gold & bullion, jewelry (non-costume), meats/seafood (fresh, not frozen), nuclear fuels, securities, monies, silver items, stamps, unprotected or unpackaged goods, valuable papers (to include but not limited to bonds, deeds, manuscripts, plans, securities, stamps, treasury notes), watches, X-ray or similar tubes. This list is not exhaustive, please contact CHAMPION to determine if there are any exclusions based on specific commodities.
CHAMPION shall not be liable for any loss, damage, delay, liabilities, penalties or fines resulting from the transportation of any of the foregoing articles, however described or mis-described in the shipping documentation, and no employee or agent of CHAMPION has any authority to accept for transportation such articles or to waive the limitations herein contained. CHAMPION retains the right to refuse any such Shipment prior to acceptance. In the event CHAMPION discovers after acceptance of a Shipment that the Shipment contains any of the herein mentioned articles, it reserves the right to refuse the Shipment, or, if already in transit, to refuse to deliver the Shipment to the consignee. Customer agrees to pay all expenses, freight charges, fines and penalties for said Shipment. Customer further agrees to indemnify and hold harmless CHAMPION from any and all loss, damage, delay, liabilities, penalties or fines of whatsoever nature arising out of or related in any way to said Shipment.
13. Advancing Money
All charges must be paid by Customer in advance unless CHAMPION agrees in writing to extend credit to Customer pursuant to a signed Credit Application. CHAMPION’s extension of credit to Customer in connection with a particular transaction shall not constitute CHAMPION’s consent to grant future credit. Customer agrees to pay all applicable freight charges to CHAMPION within a maximum term of 30 days from the date posted on the CHAMPION invoice.
Air Freight rates are based on the greater of actual or dimensional weight. If an Air Freight shipment contains oversize freight, additional charges and transit days may apply. Van Line rates are driven by state to state/mileage, weight (actual or density) and commodity/product type. Truck Load rates for Van, Refrigerated, or Flatbed Transportation are based on a) Dock Pickup, b) Dock Delivery, c) Shipper Load, d) Consignee Unload; and are state to state and mileage based. If any shipment contains oversize freight, requires permits, pilot cars, police escorts or approved route planning, additional charges and transit days may apply. Less Than Truck Load (LTL) rates are based on a) density or pounds per cubic foot (PCF), b) freight class as determined by the NMFC (National Motor Freight Classification), and c) shipment weight. Additional charges may apply for services including but not limited to, Tractor Detention, Trailer Detention, Driver Assistance, Team Service, Union Labor, Additional Teams & Labor, Lumper Fees, Waiting Time, Driver Detention, Multi-Floor Delivery Fees, Layovers, Blind Shipment Processing, Brokerage Fees, Crating & Packaging, Debris & Packaging Removal & Disposal Fees, Pad-Wrap Services, Final Mile/First Mile Service, Guaranteed Delivery, Accelerated Service, Time-Critical Service, Hazardous Materials, Inside Pick-Up and Delivery Service, Cargo Insurance, Trip Insurance, Declared Value Insurance, Hydraulic Lift-Gate Service, Non-Commercial Location Service, Line Haul Surcharges, High-Cost Metro Delivery Fees, California High-Cost Surcharge, Fuel Surcharge, Notification & Appointment Fees, Sort & Segregate Fees, Over-Length & Over-Dimensional Freight Charges, Residential Service, Temperature Heat & Freeze Protect Service, Weight & Inspection Fees, Corrected Bill Of Lading Fees, Re-Weigh Charges, Re-Class Charges, Trade Show Service Fees, and other additional charges not listed may also apply.
15. Guaranteed Service
Customer may select from several levels of Guaranteed Service from CHAMPION. Customer will be quoted and charged a Guaranteed Delivery fee for the elevated service level. If CHAMPION’s carrier partner fails to deliver by the promised Guaranteed Delivery time selected, Customer will have the elevated service charge removed from their invoice. In some cases, CHAMPION’s carrier partner will remove all fees associated with the shipment, including the regular level of service, but this is not guaranteed. In most cases, only the guaranteed delivery service charge above the standard rate will be absorbed by the carrier. Customer has three days (72 hours) to notify CHAMPION by writing of their request to have the charges removed, seek a refund, or get a credit of the applicable service charges.
CHAMPION will not be obligated to refund or credit Customer’s transportation charges if the Guaranteed Delivery service failed due to any of the following circumstances: Failure to tender freight to CHAMPION’s carrier in a timely manner resulting in a missed transfer cut-off; Consignee failed to have appropriate personnel on-site to receive goods when carrier arrived; Customer failed to provide accurate shipper and consignee address information; Customer’s failed to provide accurate information regarding the weight and dimensions of the shipment; Customs, security, or other regulatory delays, Perils of the air, public enemies, criminal acts of any person(s) or entities to include, but not limited to acts of terrorism, public authorities acting with actual or apparent authority, authority of law, local disputes, civil commotion, hazards, incident to a state of war, local or national weather conditions, national or local disruptions in air or ground transportation networks as determined solely by CHAMPION, strikes or anticipated strikes of any entity, including, but not limited to, other carriers, vendors or suppliers, natural disasters to include, but not limited to earthquakes, tornados, fire, floods, lightning storms, snow storms, blizzards, avalanches, hail storms & hurricanes, conditions that present a danger to Company personnel, failure of communication and information systems, including Company’s systems, or if the shipment was returned, refused, or considered undeliverable to Shipper of Origin.
16. Proof of Delivery
Customer agrees that a digitized signature, computer record, confirmation by email or verbal confirmation of delivery from the carrier, is an acceptable means of confirming the Proof of Delivery of any shipment tendered to CHAMPION hereunder.
The Customer shall forever indemnify, defend, refrain from suing, and hold harmless CHAMPION and CHAMPION’s subsidiaries, affiliates, shareholders, directors, officers, employees, agents, contractors, representatives, and Third Parties engaged by CHAMPION, of and from all claims, damages, losses, lawsuits, administrative proceedings, all other proceedings, liabilities, costs, and expenses, wherever and whenever brought or occurring, wholly or partially caused by or involving: (a) any latent or patent condition, any quality, or any part of Customer’s goods, (b) any conduct, omission, or misstatement, by Customer or of any Third Party acting for on behalf of Customer, whether or not intended, unintended, negligent, or knowingly or unknowingly in violation of any law, treaty, convention, agreement, documentation, or industry practice, (c) any documentation, information, or instruction, or the lack thereof, given or not given to CHAMPION or any Third Party by the Customer or any Third Party acting for or on behalf of Customer, and (d) any release of Customer’s goods by CHAMPION contrary to any Third Party instruction. By way of example and not limitation, the foregoing shall include claims for property damage, personal injuries and death; fines and penalties; the expenses of domestic and international travel; storage and demurrage charges; lodging, meals; and the fees of consultants, experts, and attorneys.
18. Acceptance and Payment for Shipments
CHAMPION shall have no responsibility or liability if any bank, consignee, or other Third Party: (a) accepts or refuses to accept any shipment, letter of credit, bill of lading, or other documents, or (b) pays or refuses to pay for any shipment, regardless of the provisions of a letter of credit, bill of lading, or the provisions of other documents or instructions. Customer shall be responsible for all charges and expenses incurred or assessed by CHAMPION in connection with a shipment and/or its transportation and/or storage. Amounts due shall be paid without deduction of offset within 30 days of issuance of an invoice by CHAMPION for such services unless otherwise agreed to in a signed Credit Application.
19. Costs of Collection; Interest
The Customer shall upon demand pay to CHAMPION all expenses and costs incurred or paid by CHAMPION, including the fees of consultants, experts, and attorneys, in any dispute to enforce these Terms and Conditions, CHAMPION’s invoices, or CHAMPION’s bills of lading, including but not limited to the collection of payments owed by the Customer to CHAMPION. All past due amounts owed by the Customer to CHAMPION under any invoice or any bill of lading, or under these Terms and Conditions, shall earn simple interest at the rate of 15% per annum or the highest lawful rate, whichever is less.
20. General Lien and Security Interest
These Terms and Conditions constitute a security agreement. To secure Customer’s performance of its obligations under these Terms and Conditions, any CHAMPION bill of lading, or any invoice, CHAMPION shall have a general and continuing lien on and security interest in any and all goods and other property of Customer of which CHAMPION has actual or constructive custody, possession, or control, whether or not the unpaid amount or unperformed obligation is related to the property for which CHAMPION imposes its lien. CHAMPION may on ten days’ notice to Customer sell such goods and other property at a public or private sale, or CHAMPION may retain such goods and other property in storage. Whether CHAMPION sells or stores such goods and other property, the Customer shall pay on demand all the costs and expenses of the sale or storage, including the fees of experts, consultants, attorneys, auctioneers, and all transportation expenses and any net proceeds remaining thereafter shall be refunded to Customer. All payments by Customer and the proceeds from all sales of Customer’s goods and other property shall be applied in the following order of priority: first, to accrued interest; next, to CHAMPION’s costs and expenses that Customer is obliged to pay under these Terms and Conditions; last, to unpaid principal.
21. UCC Lien/Judgement Lien
Champion hereby reserves the right to collect upon the value of this invoice through any available means under the applicable law including, but not necessarily limited to, placing a UCC lien and/or judgment lien (hereinafter collectively the “lien”) on the collateral and/or customer’s business for the full value of said collateral, which said lien shall include all fees associated with the Invoice(s) between Champion and Customer. Upon payment in full, said lien shall be released. In the event of nonpayment, Champion reserves the right to enforce the lien and collect payment in full for the balance of the invoice, together with pre- and post-judgment interest at 12.00% per annum. Champion further reserves the right to the recovery of reasonable attorney’s fees and costs associated with the collection of said payment and/or enforcement of the lien.
22. 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 sole duty and is solely liable for maintaining all records required thereunder. CHAMPION shall only keep such records that it is required to maintain by any applicable law, but in so doing CHAMPION shall not act as a “record-keeper” or “recordkeeping agent” for Customer.
23. Obtaining Binding Rulings, Filing Protests
CHAMPION shall not be obliged to undertake any customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petitions or protests, or determining or declaring the value of goods or shipments absent Customer’s timely written declaration delivered to CHAMPION. In addition, CHAMPION shall not be obliged to collect funds for Customer from any Third Party.
24. Preparation and Issuance of Bills of Lading
Whenever CHAMPION prepares or issues a bill of lading, CHAMPION shall be under no obligation to specify thereon the number of pieces, packages or cartons unless specifically requested to do so in writing by Customer or its agent, and Customer shall pay for same at CHAMPION’s then prevailing rate. In so doing, CHAMPION may rely on and use the cargo weight and all other information or Documentation supplied by Customer or the Customer’s agent without verifying the accuracy thereof.
25. Exclusivity & Modifications
For each shipment, these Terms and Conditions and CHAMPION’s invoices and bills of lading pertaining to that shipment set forth the entire agreement of the parties with respect to that shipment. Without notice to Customer, from time to time CHAMPION may modify these Terms and Conditions by posting the change on CHAMPION’s website at www.ChampionGL.com, and such changed Terms and Conditions shall apply to all future shipments. Therefore, Customer should review these Terms and Conditions before placing an order with CHAMPION for CHAMPION’s services.
26. Compensation of Champion
The compensation of CHAMPION for its services shall be included with and is in addition to the rates and charges of Third Parties who transport, handle, and otherwise deal with the Customer’s goods, and such compensation to CHAMPION shall be without regard to any brokerage, commissions, dividends, or other revenue received by CHAMPION from Third Parties. Customer’s performance of these Terms and Conditions and the provisions of CHAMPION’s invoices, including the Customer’s payment obligations to CHAMPION, shall not be subject to any claim, counterclaim, setoff, or recoupment, including without limitation, claims that CHAMPION materially breached any of its obligations to the Customer.
If a court determines that any of these Terms and Conditions or any provision of any CHAMPION invoice or bill of lading is invalid or unenforceable, the remainder thereof shall remain in full force and effect, and Customer consents to a modification of these Terms and Conditions, the invoice, and the bill of lading to make them enforceable while remaining as similar as possible to the original.
28. Governing Law, Jurisdiction, Venue, Arbitration, No Juries
All matters between the CHAMPION and the Customer, including but not limited disputes between Customer and CHAMPION, these Terms and Conditions, the provisions of any CHAMPION invoice, and the provisions of CHAMPION’s bills of lading, shall be governed by the laws of the State of Washington and the laws of the United States without applying conflicts of law principles that would result in applying the law of any other jurisdiction. In all disputes between the CHAMPION and the Customer, the Customer hereby submits to the exclusive jurisdiction and the exclusive venue of the state courts located in Pierce County and the federal courts located in Pierce County, State of Washington, U.S.A. The Customer hereby waves all claims that such jurisdiction is improper. The Customer hereby waives all claims that such venue is inconvenient, and the Customer hereby waives all trials by jury in all lawsuits between CHAMPION and the Customer. Customer and CHAMPION mutually agree that arbitration shall be the sole and exclusive remedy for resolving any and all claims or disputes.
In the event a dispute shall arise between the Parties to this Agreement, it is hereby agreed that the dispute shall be referred to Washington Arbitration & Mediation Service, or alternate service as agreed by the Parties for arbitration in accordance with the Washington Arbitration & Mediation Service Rules of Arbitration. The arbitrator’s decision shall be final and legally binding, and judgment may be entered thereon.
Each Party shall be responsible for its share of the arbitration fees in accordance with the applicable Rules of Arbitration. In the event a Party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with the arbitrator’s award, the other party is entitled to costs of suit, including reasonable attorney’s fees and costs for having to compel arbitration or defend or enforce the award. The decision reached in arbitration shall be final and binding on the parties.
Notwithstanding the foregoing jurisdiction and venue restrictions, CHAMPION may enforce a judgment against Customer in any jurisdiction and in any venue.
29. Force Majeure
Neither Party shall be liable to the other, except for payment of sums due, or deemed in breach under this Agreement if, and to the extent, that such Party’s performance of this Agreement is prevented by reason of “Force Majeure.” For purposes of this Agreement “Force Majeure” means an occurrence that causes a delay that is beyond the control of the Party affected and could not have been avoided by exercising reasonable diligence. Force Majeure shall include acts of God, war, riots, strikes, fire, floods, epidemics, or other similar occurrences.
30. Power of Attorney
This provision constitutes Customer’s power of attorney to CHAMPION, so that whenever necessary or desirable to provide any services, at CHAMPION’s discretion, on Customer’s behalf, and at Customer’s expense, CHAMPION may, but is not required to: (a) sign instruments, (b) perform acts, (c) provide assistance, or (d) comply with, enter into agreements with, or pay Third Parties, under Third Parties’ terms or rules, whether customary or otherwise, including shipping fees, storage charges, detention charges, duties, and taxes. All of the foregoing shall be binding on Customer, for which Customer may owe CHAMPION additional fees at CHAMPION’s then current rates.
Customer shall pay CHAMPION all the demurrage and other fees charged or incurred by CHAMPION to warehouse or store Customer’s cargo.
32. Customer’s Representations and Warranties
Customer represents and warrants the following to CHAMPION and to all of CHAMPION’s vendors, for which Customer shall be entirely and strictly liable, and on which CHAMPION and its vendors may rely regardless of their knowledge or notice to the contrary: (a) At the time of initial receipt by CHAMPION or its initial vendor, the Customer’s cargo shall be in a condition entirely satisfactory to Customer and all Third Parties having any interest or concern regarding the Goods. (b) The Customer’s cargo shall be of a type and shall be in a condition that conforms to all laws, excluding changes to the cargo negligently or intentionally caused by CHAMPION any CHAMPION vendor. (c) The coding, crating, description, labeling, marking, and packaging of the Customer’s cargo by anyone other than CHAMPION or any CHAMPION vendor is entirely correct, entirely suitable to transport the cargo by any mode selected by CHAMPION, and does not violate any law. (d) The crating and packaging supplied by anyone other than CHAMPION or any CHAMPION vendor is not infested or hazardous and is otherwise in good condition. (e) All the Documentation, instructions, declarations, weight designations, and other information furnished to CHAMPION or any CHAMPION vendor by or for Customer or any Customer agent in connection with the Customer’s cargo are entirely accurate and complete, and include all the information concerning the cargo that CHAMPION or any CHAMPION vendor might require to properly and lawfully perform CHAMPION’s services. (f) Immediately upon receipt by Customer or Customer’s agent of any document or communication from CHAMPION or any CHAMPION vendor, Customer shall completely inspect all such documents and communications and immediately inform CHAMPION of every inaccuracy therein. (g) The use or dissemination by Customer or any Customer agents of gratuitous advice that CHAMPION or any CHAMPION vendor gives to Customer or Customer’s agents shall be at Customer’s sole risk.
33. Shipping Tools & Online Access
CHAMPION may provide Customer with online access to our cloud-based shipping portal for Customer use. Customer understands that shipping inactivity for 30 days will result in the cancellation of all logins and access to the CHAMPION shipping portal. Customer acknowledges that CHAMPION reserves the right to terminate any and all access to the web site granted to any person pursuant to this or any other application, which termination of access may occur at any time, with or without notice, and for any reason or for no reason, in CHAMPION’s unfettered discretion. Customer agrees that all user I.D’s, passwords, and information viewed on the web site shall be kept in strict confidence by all persons receiving access, and Customer warrants that no person shall in any way attempt to view information other than that permitted by the limited access granted, or attempt to modify any aspect of the web site. Customer also agrees that it shall not knowingly populate the web site with data that is inaccurate, or in any way corrupted so as to cause damage to the web site or any of the other data situated on the web site. Customer further agrees to indemnify and hold CHAMPION harmless from any and all damages, costs, actions, causes of action, regardless of nature, including but not limited to court costs and attorney’s fees, which may arise from, out of or in connection with any act or omission of any person (whether or not an employee of agent of Customer) who gains access to, alters, or adds any data or information on the web site as a direct or indirect result of the access granted by CHAMPION.
34. No Modification
Except as otherwise provided above, these Terms and Conditions, CHAMPION’s invoices and CHAMPION’s bills of lading shall not be modified except by a writing signed or acknowledged by CHAMPION and Customer, and shall not be modified by the conduct of CHAMPION or any Third Party. CHAMPION’s failure or forbearance to require Customer’s strict compliance with these Terms and Conditions in their then current content, CHAMPION’s invoices and CHAMPION’s bills of lading, whether or not occurring on multiple occasions, shall not thereby modify them, shall not excuse Customer’s future compliance, and shall apply only to the specific instance of CHAMPION’s failure or forbearance.
35. Successors and Assigns
These Terms and Conditions and the provisions of all CHAMPION invoices and bills of lading shall be binding on and shall inure to the benefit of the parties’ respective successors and assigns.
36. Transportation Security Administration (TSA) Restrictions
The TSA considers all cargo tender for air transportation subject to screening/search by the forwarder, air carrier or the TSA; and requires that CHAMPION refuse to offer air transportation of any cargo where the shipper/customer does not consent to screening of the cargo. CHAMPION, its hired carriers and the TSA may conduct screening of cargo. By tendering shipments to CHAMPION, Customer is deemed to consent to such screening. CHAMPION shall not be liable for loss, damage or delay due to opening of cargo, resulting physical inspection or repackaging arising out of any such screening. The collection of certain information pertaining to Customer to qualify Customer or to verify Customers status as a possible ‘known shipper’ is authorized by 48 USC§ 114. Providing this information is voluntary; however, failure to provide the information will prevent Customer from qualifying as a ‘known shipper’. This information will be disclosed to TSA personnel and contractors or other agents, including indirect air carriers (IAC’s) as well as Air Carriers in the maintenance and operation of the “known shipper” program. TSA may share the information with the airport operators, foreign air carriers, IAC’s, law enforcement agencies and others in accordance with the Privacy Act, 5 USC§552a. For additional details, see the system of records notice for the Transportation Security Threat Assessment System (DHS/TSA 002) published in the Federal Register. Any fraudulent or intentionally false statements or certificate made by Customer may be subject to both civil and criminal penalties under 49 CFR parts 1540 and 1548 and 18 USC § 1001, in addition to any other penalties that may be imposed by applicable laws.