Standard Trading Conditions

Justification

The present standard trading conditions for Freight Forwarders by the Mexican Freight Forwarders Association are issued hereby upon FIATA recommendations and based on the prevailing need of having clear contract conditions for Freight Forwarders in order to protect their operation.

For this reason, to achieve a higher protection for Freight Forwarders in Mexico, an analysis of the General Conditions of Commerce from other countries was made, such as Great Britain, Singapore, Canada and Colombia, and the difficulties that diverse freight forwarders have experienced with their CLIENTS and suppliers.

It is important to point out that the present document shall have the legal strength to oblige the users or CLIENTS, as well as to clarify and delimit the obligations of the Freight Forwarders, and this may help in the future to protect them from related third parties' behaviors without protecting all the interests and difficulties that the FREIGHT FORWARDER faces in everyday life.

Therefore, this project is AMACARGA's second effort to protect the activities of its Union members, in a bench and syncretic study with a general and clear proposal for common use of all their members regardless the logistic type they coordinate or execute.

Methodology

The present conditions are divided in the following Chapters:

Chapter I — Statements
Chapter II — Definitions
Chapter III — Client's Obligations
Chapter IV — Freight Forwarder's Obligations
Chapter V — Weight Restrictions and Liability
Chapter VI — Customs Agent's Role
Chapter VII — Electronic Communications
Chapter VIII — Handling of Special and Dangerous Goods
Chapter IX — Insurance Conditions
Chapter X — Rates and Payment Terms
Chapter XI — Warehousing Conditions
Chapter XII — Responsibilities, Penalties and Indemnifications
Chapter XIII — Application and Jurisdiction
Chapter XIV — Final Provisions

A schematic chart was created in Microsoft Office Excel with the information of each of the proposed chapters, comparing it with that of other countries. The numbering of the Chapters is an initial proposal and needs a more methodic and thorough revision, along with the addition or restructuring of the first version.

Chapter I — Statements

The present document exclusively regulates each and every relationship between THE CLIENT and THE FREIGHT FORWARDER; these relationships are considered as understood and accepted from the moment when THE CLIENT requests a service from the FREIGHT FORWARDER, by any means agreed by both parties.
It is understood that THE CLIENT is an individual or legal entity with legal capacity to hire the FREIGHT FORWARDER services.
It is understood that the FREIGHT FORWARDER is an individual or legal entity with legal capacity to hire and provide the services herein described either as an Agent or as a principal, depending on the case.
The legal responsibility that is generated in the present document is assumed by THE CLIENT and THE FREIGHT FORWARDER, and in the event of irregular societies, by the individuals who represent or constitute them. The Parties agree that when electronic communication is used to negotiate any matter, as a whole or in parts, such communication shall have full legal recourse.

Chapter II — Definitions

The definitions mentioned herein are described in an including but not limiting way. For the purposes of this agreement, the words below shall have the following meanings:

CLIENT: Any person, individual or legal entity, that requires the provision of services from the FREIGHT FORWARDER, such as consultancy, legal advice, transportation logistics, warehousing, distribution, handling and management of cargo and international and national merchandise or goods.
FREIGHT FORWARDER: Any person, individual or legal entity, that provides consulting services, legal advice, transportation logistics, warehousing, distribution, handling and management of cargo and international and national merchandise or goods, acting as an AGENT or PRINCIPAL.
CUSTOMS AGENT: An individual or legal entity with legal capacity for the provision of services of customs clearance, of services derived from the trade patent, promotion, handling and counseling for international trade, among others.
CONSIGNEE: The recipient and/or owner of the goods specified in the Bill of Lading and/or any person that owns or has rights to the possession of the merchandise, who may have a present or future interest.
GOODS OR MERCHANDISE: Objects or things capable of being transported.
DANGEROUS GOODS: Those established by International Standards regarding Maritime, Aerial, Land and other areas, as well as those that could be or become dangerous, flammable or of a radioactive nature, or that are self-harming or harmful to property; or that are dangerously packaged. Includes goods which could house or originate vermin or other pests; goods that due to legal or administrative obstacles could be detained or cause another person or goods to be detained; empty containers previously used for the transportation of Dangerous Goods, with the exception of those turned safe; and goods considered by any authority to be dangerous or risky.
CONSOLIDATED MERCHANDISE: Merchandise grouping belonging to various consignees, gathered to be transported from a port, airport or land terminal to another port, airport or land terminal, in containers or in like manner, within the same transportation unit.
TRANSPORTATION UNIT: Packaging case, pallet, container, trailer, ship or any other mechanism used for and in relation to the freight of goods by land, sea or air.
SERVICES: Any business taken on or advice, information or services provided by the FREIGHT FORWARDER.
SERVICE REQUEST: Document or order, either written, by phone or electronic, sent by any means from the CLIENT to the FREIGHT FORWARDER for the provision of services.
CONDITIONS: Referring to the regulations established in the present document and its annexes.
ANNEXES: Any document that applies to and rules regarding the hiring of the SERVICES.
AUTHORITY: Administrative or legal entity duly constituted who acts within his or her legal powers and practices jurisdiction within any nation, state, municipality, port or airport.
THE HAGUE VISBY RULES: The provisions of the International Convention for the unification of certain rules related to the bills of lading signed in Brussels on August 25th, 1924, and amended by the Protocol established in Brussels on February 23rd, 1968.
WARSAW CONVENTION: The convention for the unification of certain rules regarding International Aerial Transportation, signed in Warsaw, October 12th, 1929, and amended in The Hague in 1955 and in Montreal in 1995.
PRINCIPAL: Transportation service provided directly by the FREIGHT FORWARDER.
AGENT: Services that are hired or provided by third parties in favor of the CLIENT.
PAYMENT RATE: Cost of the services quoted by the FREIGHT FORWARDER.
MANDATE: Process in which the CLIENT entrusts the management of one or more businesses to the FREIGHT FORWARDER in order to become responsible for them on account of and at risk of the aforementioned.
FOB: Corresponds to the English acronym Free on Board — free alongside ship.
ELECTRONIC COMMUNICATION: Form of communication through electronic means such as a valid email address, for achieving an information exchange.

The parties expressly agree that the services herein described refer to the merchandise specified by THE CLIENT on the service requests sent to the FREIGHT FORWARDER. Service requests may be made in writing, by phone, facsimile, MODEM, letter, email, or by any other electronic or printed means that allow a clear understanding between both parties. The approval of the present conditions is considered as established with its digital acceptance: by electronic signature, delivery confirmation, or by any other means.

Chapter III — Client's Obligations

The CLIENT confers to the FREIGHT FORWARDER in a general manner, unless otherwise agreed:

A mandate without representation to hire the transportation of the goods specified in each service request, on behalf of the FREIGHT FORWARDER, but on account of the CLIENT.
A mandate with representation to hire insurance covering the risks of the entrusted merchandise, provided that the CLIENT has supplied what is needed for such hiring, under terms and conditions to his knowledge and acceptance.
A mandate with representation to deliver the merchandise on behalf of the CLIENT under the terms and conditions specified in the instructions issued by the CLIENT.
An express mandate for the FREIGHT FORWARDER to make service payments and arrangements in representation and on account of the CLIENT.

The CLIENT guarantees that he is either the owner or the agent authorized by the legitimate Owner, and also accepts these clauses not solely on his part, but also as an agent on behalf of the owner. The CLIENT shall truthfully provide the FREIGHT FORWARDER with all information related to the description, value, quantity, volume, weight and other characteristics of the goods, and shall guarantee that such information is complete and correct at the moment the FREIGHT FORWARDER or third parties were hired and took the goods under their custody. In case of concealment, delay or misrepresentation of information, the CLIENT shall take absolute and full responsibility, including but not limited to damages and prejudices caused to the FREIGHT FORWARDER and to third parties.

The CLIENT shall be considered reasonably aware of the matters regarding the management of his business, including the sale and purchase terms, the need for assurance, the extent of coverage available for the type of goods, the need to avoid the transmission of viruses by means of electronic communications, and the need for confidential handling of information related to high-value goods.

THE CLIENT shall give the FREIGHT FORWARDER, upon delivery of the merchandise at the latest, all necessary information and documentation concerning the transportation, including at minimum: the name and address of the recipient, the place of delivery, the nature, value, number, weight, volume and characteristics of the contents, and particular conditions of the freight such as special packaging or technical distribution requirements.

The CLIENT shall inform the FREIGHT FORWARDER of all data necessary to carry out customs processing concerning imports or exports, and shall be held responsible for all rights, contributions, or taxation to which the goods may be subjected, including fines and late fees. Such responsibility shall be exempt in case of proven guilt or negligence by the FREIGHT FORWARDER.

The CLIENT declares under oath that the merchandise is legal and was acquired by legal means, and that payments for commercial services come from legal resources. Any additional cost generated as a result of a change issued by the CLIENT shall be assumed by the latter. THE CLIENT expressly authorizes the FREIGHT FORWARDER to delegate the provision of the requested services, in whole or in parts.

THE CLIENT shall be strictly accountable for any losses, damages or breakdowns caused by unsuitable or insufficient packing carried out directly by himself or on his account by any person other than the FREIGHT FORWARDER.

Even when the FREIGHT FORWARDER accepts instructions from the CLIENT for charging charter fees, taxes, charges or any other expenses to the Consignee or another person, in the absence of any payment by the Consignee for any reason, it is understood that the CLIENT is still accountable for such charter fees, taxes, charges and other expenses.

Chapter IV — Freight Forwarder's Obligations

The FREIGHT FORWARDER shall have the following powers and obligations:

To receive instructions from the CLIENT included in the service request, and to receive the merchandise established in the accepted service requests, provided that they adhere to the specifications listed.
To provide the CLIENT with necessary consultancy for planning, controlling, coordinating and directing the movements entrusted to it, and to execute on its own behalf the agreement of the merchandise according to the CLIENT's instructions.
The FREIGHT FORWARDER undertakes to receive the merchandise established by the CLIENT in the service request and shall solely verify the apparent conditions of the merchandise it receives and, eventually, its packaging. If the delivered merchandise or its packaging appears to be defective or mistreated, the FREIGHT FORWARDER shall inform the CLIENT in a timely manner, note these circumstances in the appropriate transportation document and make a written statement specifying the aforementioned circumstances, thus releasing itself from responsibility.
The FREIGHT FORWARDER shall have reasonable care during the fulfillment of its obligations, including the selection and instruction of third parties, carrying out its duties with a reasonable level of attention, diligence, skill and common sense.
The FREIGHT FORWARDER may reject the service request, in whole or in parts, within three (3) days following its reception. If there is no reply, it should be considered as rejected. In case of rejection, THE CLIENT may hire the same services from any other party.
THE FREIGHT FORWARDER shall supervise the movement of merchandise through any method it considers appropriate, notifying the CLIENT of any anomaly that may arise during the process. It may modify the transportation conditions, even if it turns more burdensome, in order to safeguard the condition of the merchandise. Any extra expenses incurred shall be covered by the CLIENT. If unable to locate the CLIENT or if circumstances do not make prior consulting possible, the FREIGHT FORWARDER shall take measures with the sole objective of protecting the CLIENT's interests.
According to the CLIENT's instructions, the FREIGHT FORWARDER may freely choose the transporter, methods, means and transport routes it considers convenient concerning the nature of the merchandise, the rules of trading, delivery deadlines and any other additional circumstances. In special cases, the FREIGHT FORWARDER shall be allowed to deviate from the CLIENT's instructions and hire equivalent means or methods, provided that the entrusted transit is completed.
The FREIGHT FORWARDER shall have the right, but not the obligation, to deviate from the CLIENT's instructions if, to its judgment, there is a justified reason to do so for the CLIENT's own benefit.
At any moment, the FREIGHT FORWARDER may comply with the orders or recommendations given by any Authority.
The FREIGHT FORWARDER's responsibility regarding the goods shall end upon delivery of the same, or under any other regulation, in accordance with orders or recommendations received.
In the event that no person appears to receive the merchandise, the CLIENT shall assume full accountability for the expiration of the legal terms or contractual complaints to the carrier due to loss or damage done to the goods or due to delays on the delivery. If for any reason the delivery cannot be completed, the FREIGHT FORWARDER shall be allowed to store it or take any other preventative measure at expense of the CLIENT, recipient or legitimate owner of the merchandise.
The FREIGHT FORWARDER reserves the right of detaining all goods and documents related to the merchandise within its power while waiting for the adequate sum to be paid by the CLIENT. Expenses generated due to storage of the withheld goods shall continue to be accumulated as per said right of detaining. The FREIGHT FORWARDER also reserves the right to the preventative embargo of goods and all documents regarding present and future debts of the CLIENT.

The FREIGHT FORWARDER shall provide its services either as a Principal or as an Agent. It is understood that in a general manner the FREIGHT FORWARDER acts as an Agent. The FREIGHT FORWARDER provides its services as a Principal when: it makes any transporting, handling or storing of goods with its own assets; when it makes an agreement under the legal figure of a Multimodal Transportation Operator; or when it expressly accepts this in writing. The Principal figure shall only be updated regarding the part of the service rendered directly by the FREIGHT FORWARDER, without taking into consideration the parts hired by third parties.

If the transportation involves a final destination or stopover in a country different from the country of origin, the Hague Visby Rules (in the case of transport by sea) and the Warsaw Convention, respectively, might apply and in most cases might limit the carrier's accountability regarding loss or damage to the cargo. All parties are subject to the content of the terms of the transportation document (air waybill, waybill, bill of lading, or other) that the FREIGHT FORWARDER might issue while acting as Principal.

Chapter V — Weight Restrictions and Liability (SOLAS)

The objective of the International Convention for the Safety of Life at Sea (SOLAS Convention) of 1974 is to safeguard human life at sea. Its provisions directly impact trade operations, as the shipper shall correctly declare the weight and the Verified Gross Mass (VGM) of the container. Failure to comply may result in vessels being overloaded, risking the safety of the crew on board.

Definitions under this Chapter:

SOLAS: International Convention for the Safety of Life at Sea.
VGM (Verified Gross Mass): Total weight of a packed container obtained through one of the weight methods described herein.
SHIPPER: The person mentioned in the bill of lading or sea waybill and/or person who has executed a merchandise transportation agreement with any shipping firm.
SCALE TICKET: Document issued by the Shipper through Method 2, which works as the Weight Certificate.
WEIGHT CERTIFICATE: Document issued by a weighing point that gives credit to the VGM of the packed container, whose only measurement unit is kilogram.
ISSUANCE DOCUMENT: Document that contains the VGM independently from the method used, required to be issued by the shipper.

Weighing Methods: Containers shall be weighed through two methods. Method 1 — the container is weighed including the bulks or transported cargo, after which the Weight Certificate shall be issued noting the VGM, the identified container, and the denomination of the company operating the instrument. Method 2 — the empty container is weighed first, then the bulks or cargo along with the tare weight; both weights result in the VGM and a Scale Ticket is issued. In Mexico, both methods shall be subject to NOM-010-SCFI-1994, or to alternative procedures approved by the Merchant Marine.

Obligations of the Shipper: The shipper shall obtain and document the VGM, and shall deliver the weight certificate or scale ticket in a timely manner to the captain, his representative, or the terminal's representative for preparation of the stowage plan. The shipper shall keep the original weight certificate or scale ticket for any clarification about the VGM.

Consequences: A container shall not be shipped if there is any failure in the report of the VGM, unless the captain or terminal representative has obtained the VGM by other means. In case a new weight is required by the shipping firm or the terminal, the requestor shall cover the cost of the new weight if the VGM declared initially matches the second result. The shipper shall assume all costs and responsibilities, as well as payment for disciplinary penalties, delays, stays and maneuvers that derive from a discrepancy between the declared VGM and the result obtained in the new weight.

Chapter VI — Customs Agent's Role

The CUSTOMS AGENT shall have the following faculties and obligations:

At all times, the CUSTOMS AGENT shall conduct himself with responsibility, transparency, integrity and efficiency in the provision of services.
The CUSTOMS AGENT shall comply with all applicable laws, regulations and policies in force, and declares under oath that he has not provided and shall not provide, either directly or indirectly, any valuables to public servants, candidates of political parties, or employees of international organizations with the objective of inappropriately influencing the obtainment or preservation of any business or government authorizations.
The CUSTOMS AGENT undertakes to control all products and merchandise delivered for customs clearance until all acts and formalities have been covered in the merchandise dispatch, and shall report to the CLIENT in writing any anomaly, damage or loss detected before the merchandise is dispatched, annexing the faulty part issued by the corresponding warehouse or transportation company.
The CUSTOMS AGENT assumes all responsibilities for sanctions generated due to infractions to legal provisions for the bad management of merchandise in the customs office, and shall cover the CLIENT for all fines or taxes generated, as well as all expenses and costs incurred, in the same manner that the CLIENT releases the CUSTOMS AGENT from any responsibility where the mistakes or omissions are attributable to the CLIENT.
The CUSTOMS AGENT undertakes to carry out on behalf of the CLIENT the payment of taxes and rights generated from the merchandise dispatch, as a result of definitive or temporary imports, legal deposits, returns, exports and/or any other customs regime. THE CLIENT shall reimburse the CUSTOMS AGENT upon presentation of original receipts issued by the respective authority, duly filled out in favor of the CLIENT.
Expenses originating from insurance, maneuvers, warehousing or others not included in the above shall be under the CLIENT's responsibility. Any credit balance remaining after payment of corresponding taxes, rights and charter fees may be applied for the payment of expenses generated for the shipping and for the payment of fees and/or expenses invoiced by the CUSTOMS AGENT.
The CUSTOMS AGENT shall apply the preferential tariff negotiation to merchandise aimed for imports which covers Origin Certificates and the customs regime as described in the CLIENT's instructions letter, provided that Origin Certificates comply with the requirements for filling out forms published in the Official Journal of the Federation.
The CUSTOMS AGENT undertakes to inform the CLIENT about any change in his addresses within five working days before or following such change. Any notice carried out at the designated address shall be valid. The CLIENT shall also inform the CUSTOMS AGENT of any situation regarding changes in tax data, suspension from the importers registry, embargoes, or Administrative Proceedings in Customs Matters.
The CUSTOMS AGENT shall not have the right of exclusivity. THE CLIENT shall have, at any moment, the right to carry out similar activities with any third party.
The CUSTOMS AGENT is the employer of all people who, due to the professional provision of services, work or collaborate either directly or not for him. In no case shall the CLIENT be accountable for the worker-employer relationships established with such persons. The CUSTOMS AGENT assumes complete responsibility for the payment of salaries, compensations, settlements, taxes and any other obligation related to employment contracts between him and his employees and subcontractors. The CUSTOMS AGENT shall indemnify and release the CLIENT from every responsibility for lawsuits and shall reimburse him for any expense related to this clause, including attorneys' fees.
The hiring parties have no corporative relationship; therefore, the CUSTOMS AGENT shall not present himself as a legal representative, agent, employee or representative of THE CLIENT. The CUSTOMS AGENT undertakes to hold the CLIENT harmless and reimburse all expenses incurred due to the mentioned reasons, including attorneys' fees.
The CLIENT undertakes not to offer a job to any employee, collaborator and/or subordinate of the CUSTOMS AGENT who works or has worked for the last six (6) months for him, starting from the day of the offer.
For the collection of services, THE CUSTOMS AGENT shall deliver the CLIENT the expenses account(s) no later than 8 natural days following the date of elaboration of the customs dispatch. Payment shall be made within 30 natural days following delivery of the invoice. In case of any change in email addresses for electronic invoices, the party shall provide written notice to the other party at least 10 days in advance.
The CUSTOMS AGENT shall not use the CLIENT's trademarks related to the rendered services and shall only use such trademarks with the expressed written consent of the CLIENT. The CUSTOMS AGENT acknowledges the right, title and interests of THE CLIENT in all his trademarks and accepts not to participate in activities or commit any act that may put at risk such right, title and interest. This clause is applicable to all patents, copyrights and any other kind of intellectual or industrial property of THE CLIENT.
The CUSTOMS AGENT shall request access to secret and confidential information subject to a Confidentiality Agreement appropriate for THE CLIENT. Each party accepts to carry out all reasonable actions, including legal proceedings, to impose fulfillment of confidentiality provisions. None of the parties shall copy, publish or reveal Confidential Information to others or cause their personnel to do so without written consent of the providing party. The parties shall use Confidential Information only under the purpose and terms convened in writing between them.
THE CUSTOMS AGENT and THE CLIENT agree that the obligations and rights herein shall not be assigned or transferred by any of the parties without the previous written consent of the other party.

The CUSTOMS AGENT undertakes to employ all experience, expertise and professionalism, as well as all necessary mechanisms including material and human resources and technical support, to carry out the provision of services. The CUSTOMS AGENT shall carry out all necessary proceedings before competent customs authorities for the merchandise dispatches filed by the CLIENT, including: coordination with Logistic Actors and suppliers for correct delivery of merchandise to be imported or exported; verification of truthfulness and precision of data and information provided by THE CLIENT; determination of the customs regime in accordance with CLIENT's instructions; determination of the correct tariff classification of merchandise; and ensuring the importer or exporter has documents giving credit to the fulfillment of non-tariff regulations and restrictions.

The CLIENT shall provide data, documents and correct information for the provision of services to the CUSTOMS AGENT, excluding the latter from any legal responsibility that comes from incorrect data provided by the CLIENT. The CUSTOMS AGENT shall request in writing all necessary documents and funds for the dispatch within one working day prior to the corresponding customs clearance. Failure to do so, and resulting delays or stoppages, shall make the CUSTOMS AGENT responsible for any damage or prejudice caused to the CLIENT.

When any tax credit is determined to the CLIENT due to causes attributable to the CUSTOMS AGENT, the latter undertakes to carry out the necessary corrections, indemnify and hold THE CLIENT harmless, and reimburse any expense made, including reimbursement of fines, updates, surcharges and attorneys' fees, as well as paying damages and prejudices caused, without limitation. The CLIENT shall have the right to end the provision of services immediately and without any responsibility if there are justified reasons to consider that the CUSTOMS AGENT or any of its employees have failed to fulfill the provisions of this document.

Chapter VII — Electronic Communications

THE CLIENT accepts that all quotations and service requests shall be in written form by facsimile or email in all cases, for which both parties express and accept as main contact the email addresses provided respectively by the CLIENT, the FREIGHT FORWARDER and the CUSTOMS AGENT.

In case of any change of addresses or emails, the corresponding party shall notify the other in writing by facsimile or email. Failing to give the corresponding notice, all communications and service acceptances shall be considered valid and in force.

Both parties also acknowledge that all service contact among employees, managers, directors and/or partners who have an email from the electronic domain of each of the parties herein acknowledged shall have legal efficacy concerning the present request and acceptance. Likewise, the domains provided by the FREIGHT FORWARDER, CUSTOMS AGENT and the CLIENT shall be acknowledged.

Chapter VIII — Handling of Dangerous and Special Goods

The CLIENT shall comply with the local and international rules that regulate the transportation of dangerous merchandise and, in all cases, shall give written notice to the FREIGHT FORWARDER about the exact nature of the potential danger.

In the absence of the aforementioned notification, if the FREIGHT FORWARDER, the carrier, an authority and/or a duly entitled third party believes that the merchandise might constitute a potential threat to either health or property, the merchandise may be unloaded, destroyed or transformed, depending on the circumstances and without any risk of compensation. All expenses and damages incurred shall be covered by the CLIENT. If any non-dangerous merchandise loaded with the FREIGHT FORWARDER's knowledge becomes dangerous while under its responsibility, it may likewise be unloaded, destroyed or disposed of without any accountability for the FREIGHT FORWARDER.

The CLIENT commits to avoid handing over for transportation any goods that are dangerous, flammable, radioactive, risk-inducing or harmful in nature without properly explaining the characteristics of the goods to the FREIGHT FORWARDER, and commits to mark the goods and the exterior of the packaging or containers as required by applicable laws or regulations, or to request the FREIGHT FORWARDER to do so through written instructions. The CLIENT shall indemnify the FREIGHT FORWARDER for any loss, deterioration, cost or expense incurred as a consequence of an omission of this obligation, failure in compliance, or late execution.

Without prior written agreement from a representative authorized by the FREIGHT FORWARDER, the same shall not accept nor negotiate with goods or merchandise that require special handling regarding their transport, care or security, including but not limited to silver or gold bars, coins, precious stones, jewelry, valuable objects, antiques, paintings, human remains, cattle, pets and plants. The transportation of merchandise considered illegal in either the country of origin or destination is the strict responsibility of the CLIENT.

When dealing with merchandise classified as perishable, the CLIENT shall take the necessary precautions that the nature of the goods requires for safe delivery. The FREIGHT FORWARDER shall not take any responsibility for deterioration or loss caused by delays due to government inspections, lack of capacity in carrier lines, delays during connections, or any causes that cannot be attributed to the conduct and traffic or transportation time of the merchandise.

Works of art and other high-value goods, as well as assets whose proportion between volume and weight is unbalanced (such as bicycles, used cars, relocations, pens, bamboo furniture or hollow glass), shall be accepted according to the rates made available upon request to the FREIGHT FORWARDER. Customs tariffs, taxes and local charges, extra expenses for cargo and local delivery expenses are charged in addition to the transportation rate, unless otherwise specified.

Chapter IX — Insurance Conditions

The insurance of goods shall solely be hired by the FREIGHT FORWARDER upon written request from the CLIENT, for every service or individual shipping request. The FREIGHT FORWARDER is permitted to provide the insurance on its own, or through the hiring of a third-party insurance company. All hired merchandise insurance is subject to the usual exceptions and conditions established in the policies of the insurance companies or other stakeholders involved.

When the merchandise insurance is neither contracted nor provided by the FREIGHT FORWARDER, the latter may recommend to the CLIENT an insurance agent capable of suitably processing an insurance policy according to the CLIENT's needs. After making this recommendation, the FREIGHT FORWARDER has no further obligation regarding the insurance and shall not be held responsible for any loss or damage to the goods during transportation or storage that might have been covered by an appropriate insurance.

In the event that no goods insurance is to be hired, the CLIENT shall be aware that the FREIGHT FORWARDER's responsibility through its acting as Principal shall not exceed the maximum established: in aerial matters, by the Warsaw Convention; in maritime and multimodal matters, by the UN Convention, article 18; in terrestrial, by the Law of Federal Roads, Bridges and Motor Carrier, article 66, section 5; and in rule 6 of the International Chamber of Commerce (ICC) and of the UNCTAD, or by agreement between the parties.

The CLIENT shall be held accountable at all times for expenses that may be generated due to civil responsibility relevant to damages and prejudice of any nature, including general breakdown in maritime transport.

Chapter X — Rates and Payment Terms

Unless otherwise agreed, the payment for the provision of services shall be covered according to the following terms:

The CLIENT shall pay the FREIGHT FORWARDER, at the moment it requests the service, the full value of such and any other sum it may incur, according to the accepted payment rate.
The CLIENT shall pay any expenses that the FREIGHT FORWARDER might incur during the rendering of the service, either in the form of a down payment or upon presentation of the corresponding payment receipts.
Only if payment was agreed by both parties to be at the destination place, the CLIENT shall pay at the moment of verifying that the delivery is at the agreed destination.
When through mutual agreement both parties accept that it shall be the consignee who pays for the service, if the consignee does not pay, the CLIENT shall continue to be held responsible for the services.
If the total amount of obligations is in a foreign currency, the same will be paid in Mexican Peso at the exchange rates published on the date of payment by the Bank of Mexico, except as otherwise agreed.

The FREIGHT FORWARDER is required to settle accounts to the CLIENT about its activities, expenses, charter fees, taxes and other proven expenditures within 15 natural days following the termination of the service, in order to determine the total amount and obligations each party is responsible for. The FREIGHT FORWARDER has the choice to charge in relation to value, weight or dimensions. Additional expenses generated through events or circumstances subsequent to the contracting date shall be charged to the CLIENT, as long as they are duly justified.

A credit grant in the CLIENT's favor is not presumable and must be stated in writing, along with the stipulated terms of payment and interest, and the securities that might also be required. The CLIENT shall reimburse the FREIGHT FORWARDER for any expenses derived from deviation, delay and any other increase in expenditure caused by strikes, acts of war, government measures or force majeure.

A payment rate is considered accepted when: it has been expressly declared or signed by the CLIENT by email or facsimile; or upon execution of a Service Request by the CLIENT. The validity of payment rates is subject to change without prior notice and may be subject to correction or rejection, including but not limited to variations in exchange rates, cargo taxes, carrier surcharges or any other charge considered in the payment rate. The CLIENT shall be responsible to cover any increase in rates, charter fees, premiums or any other expenses that might be generated once the traffic is initiated.

Payments made by the CLIENT to the FREIGHT FORWARDER shall be in cash through the payment means provided, either cash or electronic funds transfer, or in any other accepted manner. The sum must be delivered in full and before the due date; no discounts or postponements shall be given due to complaints, counterclaims or compensations. An untimely payment shall generate interests on all sums owed, calculated from the moment the due date expired until completion of payment, at the current legal interest rate.

Chapter XI — Warehousing Conditions

The FREIGHT FORWARDER shall advise the CLIENT in issues pertaining to the storage of merchandise before and/or after transportation or during the execution of proceedings needed for the issuing, reception and import of this merchandise. During the development of this obligation, the FREIGHT FORWARDER shall, as per the CLIENT's instructions, select the warehouse in which the merchandise is to be stored at the shipping point, destination or intermediary sites.

Whether the storage be entrusted to a third party or carried out directly by the FREIGHT FORWARDER, the CLIENT must include the following data: the full name of the recipient of the goods; the name of the carrier, multimodal carrier operator or carrier commission agent; and a detailed and explicit description of the goods, including their type and nature, number of packages, technical data, dimensions, weight, quality and any information that may be regarded as necessary for suitable warehousing.

In case the warehousing takes place in a General Deposit Warehouse, the FREIGHT FORWARDER may appear as owner of the goods for the sake of issuing the respective Certificate of Deposit and security bond. In these cases, the FREIGHT FORWARDER may endorse such security in favor of the CLIENT, the Recipient of the goods, their legitimate owners or any of their representatives.

In case goods being transported require warehousing due to unforeseeable circumstances unrelated to the FREIGHT FORWARDER (for example: non-submission, loss or substitution of documents; embargoes by competent authorities), the warehousing costs generated with respect to timing, volume, weight and value agreed upon the site shall be covered by the CLIENT.

If the CLIENT, Consignee or legitimate Owner fails to pick up the shipment at the time and place previously established, the FREIGHT FORWARDER may store the goods at the risk of the CLIENT, in which case the FREIGHT FORWARDER's responsibility with respect to the goods would end completely. All expenses generated by such warehousing shall be covered by the CLIENT. The CLIENT grants the FREIGHT FORWARDER the authority to dispose of or sell goods that have been stored for more than 45 days and have not been delivered, after providing written notice at least 5 calendar days in advance, or without prior notice if unable to locate the CLIENT after reasonable effort has been made.

Chapter XII — Responsibilities, Penalties and Indemnifications

The FREIGHT FORWARDER and the CLIENT assume their respective responsibility for non-compliance of any of the provisions agreed or specified in the present contract.

The CLIENT shall indemnify the FREIGHT FORWARDER for any loss, damages, deterioration, and expenses, as well as for any responsibilities the latter may have assumed before third parties, derived from the fulfillment of the CLIENT's instructions, or that may come up due to negligence or non-compliance.

The FREIGHT FORWARDER shall be held accountable for losses or damage caused to goods from the moment it becomes entrusted with them until their delivery, for acts or omissions both serious and intentional that the CLIENT can prove are attributable to the FREIGHT FORWARDER, as long as the user shall not obtain compensation from an insurance company or another third party. The amount requested in any complaint lodged to the FREIGHT FORWARDER shall not exceed in any case an amount of $666.67 SDR (Special Drawing Rights) or the freight cost. Only if the CLIENT requests it in writing shall the FREIGHT FORWARDER accept a responsibility exceeding these limits, provided the CLIENT pays all additional charges for the increase in responsibility.

The FREIGHT FORWARDER shall be exempt of all responsibility in cases of:

Actions or omissions made by the CLIENT.
Inadequacy or defective conditions in the packaging, marking or numbering.
Having the cargo, loading or unloading manipulated by either the user or a third party acting on its behalf.
Inherent defects in the nature of the merchandise.
Strikes, protests or any other obstruction to the job, whose consequences may not be avoided by the agent.
Failure to comply with instructions received from the CLIENT after issuing the service request document.
Embargo of the merchandise or any other action of an authority.
Inability to complete transportation due to any reason beyond the FREIGHT FORWARDER's control.
Any cause considered as force majeure.
Damages caused due to the delay of the delivery of the merchandise.

The CLIENT shall give written notice to the FREIGHT FORWARDER of any complaint within a period of no later than 30 calendar days following the specified date for delivery of the goods. Failure to do this, the complaint shall be legally inadmissible, and no action may be taken against the FREIGHT FORWARDER to validate the complaint.

If the goods reach the destination and are not collected prior to expiration of the term set forth to be considered as abandoned, the FREIGHT FORWARDER shall not assume any responsibility for delays, warehousing, fines or any other charges derived from private individuals as well as from government authorities. The FREIGHT FORWARDER shall not be required to carry out any legal and/or administrative transaction related to such abandonment.

Chapter XIII — Application and Jurisdiction

Any service or activity provided by the FREIGHT FORWARDER, either free of charge or not, is subject to these clauses, which are considered part of any agreement between the FREIGHT FORWARDER and the CLIENT, and as such shall prevail over any agreement condition signed by the CLIENT.

If any legislation, including rules and directives, applies compulsorily to any business, it shall be assumed that these clauses are subject to such legislation, and nothing in these clauses should be interpreted as a relinquishment on behalf of the FREIGHT FORWARDER of any of its rights or prerogatives, or as an increase of any of its obligations and responsibilities in accordance with such legislation. If any part of these clauses is in opposition to such legislation, that part shall, regarding such business, be invalidated up to that point, and no further.

When issuing a bill of lading or a waybill to or on behalf of the FREIGHT FORWARDER that specifies that it enters into the agreement as a transporter, the provisions specified in such document shall have prevalence to the extent that these do not come into conflict with these Clauses.

These clauses shall be applied over any complaint or dispute that may result from or in relation to the services rendered by the FREIGHT FORWARDER, and shall be applied to all burdensome or free business carried out by the FREIGHT FORWARDER in benefit of the CLIENT.

These conditions, their clauses and any act or agreement they apply to shall remain under the jurisdiction and application of Mexican Laws and the Federal Court of the United Mexican States, with both parties relinquishing any present or future residence beyond such jurisdiction.

Chapter XIV — Final Provisions

Both parties may end the contractual relationship they execute, by means of a written document sent to their counterpart, with a written notice within 30 days in advance.
The CLIENT shall entrust its procedures to another person. In the same way, the CLIENT shall settle any debts owed to the FREIGHT FORWARDER.
The services that are being provided, unless stated otherwise, shall be concluded by the FREIGHT FORWARDER on the terms described in this document. Otherwise, the CLIENT undertakes to cover all expenses generated due to the change and cancellation of the requested services.
The contractual relationship shall also be regarded as terminated when either party becomes unable to carry out its established objectives, either on one side or on both.

Legal