LifeConEx Terms & Conditions of Service
These terms and conditions of service constitute a legally binding contract between the "Company" and the "Customer". In the event the Company renders services and issues a document containing Terms and Conditions governing such services, the Terms and Conditions set forth in such other document(s) shall govern those services.
"Company" shall mean LifeConEx in the United States, as well as its subsidiaries, related companies, agents and/or representatives;
"Customer" shall mean the person for which the Company is rendering Services to as hereinafter defined, as well as its principals, agents and/or representatives;
"Documentation" shall mean all information received directly or indirectly from Customer, whether in paper or electronic form;
"Services" shall mean the design, creation and/or revision of standard operating procedures for temperature controlled logistics, the monitoring and oversight of temperature controlled shipments while in transit or in temporary storage during transportation, and such other services Company agrees in writing to provide to Customer.
"Third Parties" shall include, but not be limited to, the following: carriers, truckmen, cartmen, lightermen, forwarders, non-vessel operating common carriers, ocean freight forwarders, customs brokers, agents, warehousemen, packaging providers, data logger companies, and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise.
2. Company as agent. The Company acts as the "agent" of the Customer solely for the purpose of performing its monitoring and oversight duties in connection with the Services.
3. Limitation of Actions.
(a) Unless subject to a specific statute or international convention, all claims against the Company for loss, damage or spoilage related to any Services, must be made in writing and received by the Company, within 90 days of the event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer.
(b) Customer agrees that, under the terms of this Agreement, Company is not assuming a responsibility for the carriage of Customer’s shipments. Company is acting as agent for Customer in monitoring the temperature controlled obligations of carriers for goods in transit and may assist Customer in coordinating certain aspects of its shipping. All carriage will be provided by carriers subject to international conventions, national law, air waybills, or other applicable terms and conditions.
(c) All suits against Company must be filed and properly served on Company within one (1) year of the event giving rise to the suit.
4. No Liability for the Selection or Services of Third Parties and/or Routes. Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, Company shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment; advice by the Company that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person or firm will render such services nor does Company assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party; all claims in connection with the Act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company.
5. Quotations Not Binding. Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the Company 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 the Company and the Customer.
6. Compensation. The compensation of the Company for its Services shall be in accordance with Company’s general pricing schedule, unless Company establishes a specific pricing schedule for Customer, in which case the Customer’s specific pricing schedule will apply.
7. Payment. Company is not required to provide credit privileges. The invoice date begins the credit term cycle and payment is due upon receipt of invoice. Failure to keep the account current will result in the account being placed on a "cash only" status. This status may impair the ability to use Company’s services. In the event of late payment over thirty (30) days, Customer shall pay interest at the rate of one and one-half percent (1.5%) per month on the unpaid balance.
8. Collection Costs. In the event a lawsuit is brought by Company to collect charges, the party responsible for Company 's charges will be liable for all reasonable costs thereof which include, but are not limited to, attorney fees, interest and court costs.
9. Overcharges. Claims for overcharges, credits and invoice charges must be made in writing to Company within one (1) year after the invoice. Refunds for overpayment of charges will not be issued to the extent the account is more than 60 days past due.
10. Accuracy of Information Furnished.
(a) Customer acknowledges that it is required to review all documents and declarations that it furnishes to Company to be submitted to any government entity and/or Third Parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission filed or transmitted on Customers behalf;
(b) Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer's failure to disclose information or any incorrect, incomplete or false statement by the Customer or its agent, representative or contractor upon which the Company reasonably relied.
11. Declaring Higher Value to Third Parties. Third Parties to whom the goods are entrusted may limit liability for loss or damage. Upon special written arrangement, Company may agree to pass on any declaration of value it receives from the Customer to the Third Party carrier, but only when requested to do so in writing and confirmed to Customer in writing. Otherwise, Company is under no obligation to make any declaration of value on Customer's behalf. Customer is responsible for paying Third Parties all premiums and costs associated with any declaration of value. Company is not responsible for any Third Party’s refusal to agree to a higher declared value.
12. Insurance. Upon special written arrangement, Company may procure insurance from a Third Party on Customer’s behalf, but only when requested to do so in writing and confirmed to Customer in writing. Otherwise, Company is under no obligation to procure insurance on Customer's behalf. Customer is responsible for paying Third Parties all premiums and costs associated with procuring requested insurance.
13. Disclaimers; Limitation of Liability.
(a) Except as specifically set forth herein, Company makes no express or implied warranties in connection with its Services. The Company's liability shall be limited to $50.00 per shipment or transaction.
(b) Company is not responsible for any losses or damages caused by the actions or inactions of the carrier, the freight forwarder or any other party including the Customer and any governmental entity, or for any damages caused by or arising from events beyond control of Company including any event of force majeure. Company is liable only in respect of its own Services and in accurately transmitting Customer’s instructions to Third Parties. In the event of loss, delay or damage for which a carrier, forwarder, customs agent, warehouse-keeper and other party is responsible and where Company has entered into the contract with said Third Party for the account of Customer, Company shall assert the claim of Customer against the responsible party. With respect to the services provided by carrier or forwarder, they shall be limited to the limitation of liability provisions stated in their transportation documents or in their standard terms and conditions of carriage or service.
(c) UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT LOSS OR DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING OUT OF ANY PERFORMANCE OF COMPANY SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR THE ACTS OF THIRD PARTIES.
14. Advancing Money. All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to customer; the granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by the Company. Upon special written arrangement, Company may advance funds on behalf of Customer, in which case Customer will reimburse Company for such within ten days from the date of the advance.
15. Indemnification/Hold Harmless. The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability, fines, penalties and/or attorneys' fees arising from any breach of a representation or warranty hereunder by Customer or its agent or representative, or arising from any violation of any Federal, State and/or other laws by Customer or its agent or representative. In the event that any claim, suit or proceeding is brought against the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company.
16. Preparation and Issuance of Bills of Lading. Company is responsible for transmitting the information as it was provided to Company by the Customer or its designee. Responsibility for the completeness and accuracy of the information Customer provides to Company is the sole responsibility of Customer. If the Customer’s letter of instruction, bill of lading or transport order delivered with the consignment does not contain all required information or contains any error, and a Third Party completes or corrects the bill of lading or transport order to the best of the carrier's knowledge, Company shall have no liability for any correction or error nor shall it have any obligation to correct any information after it has been transmitted to a Third Party.
17. Third Party Terms & Conditions. Customer acknowledges that all carriage will be provided by Third Parties subject to international conventions, national law, air waybills, bills of lading, or other applicable terms and conditions.
18. Third Party Rates. If Company provides Customer with rates of a Third Party, the rates are for informational purposes only, and any contractual agreement is between the Customer and the Third Party.
19. Packaging Consultation. If Company provides consultation to Customer with regard to available packaging solutions, Customer acknowledges that such packaging consultations are separate and distinct from the actual packaging, which would be provided by a Third Party. Company has no liability with regard to the performance of the actual packaging activity and any claims arising from the actual packaging are between the Customer and the Third Party.
20. No Modification or Amendment Unless Written. These terms and conditions of service may only be modified, altered or amended in writing signed by both Customer and Company; any attempt to unilaterally modify, alter or amend same shall be null and void.
21. Severability. In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in Full force and effect. Company's decision to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein.
22. Governing Law; Consent to Jurisdiction and Venue. These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of Florida, without giving consideration to principals of conflict of law. Customer and Company irrevocably consent to the jurisdiction of the United States District Court and the State courts of Florida; agree that any action relating to the services performed by Company, shall only be brought in said courts; consent to the exercise of in personam jurisdiction by said courts over it, and further agree that any action to enforce a judgment may be instituted in any jurisdiction.