TERMS AND CONDITIONS OF SERVICE
These terms and conditions of service (the “Terms and Conditions of Service”) constitute a legally binding contract among the Parties (defined below), and shall apply solely to services provided by HANGAR A for U.S. air transportation (origin and destination in U.S.) and services described herein. The Terms and Conditions are subject to change by HANGAR A upon posting on HANGAR A’s website from time to time. The most current and controlling version of the Terms and Conditions are published at www.hangara.com.
“HANGAR A” means Hangar A Acquisitions, Inc. d/b/a Hangar A, its subsidiary, affiliated and related companies, and its agents and/or representatives. HANGAR A is licensed as and operates as a Freight Forwarder, Property Broker and Indirect Air Carrier.
“Customer” means the individual, corporation or other entity which has retained HANGAR A to perform freight forwarding, property brokerage and transportation intermediary services, as well as all agents, representatives and subcontractors of said individual, corporation or entity, including, but not limited to all shippers and consignees of the goods being shipped, or the insurers thereof, and any other party claiming a right or interest in the goods. The Customer agrees to provide notice of these Terms and Conditions of Service to all parties falling within this definition of “Customer”.
Shipment means the goods which are carried under the terms of a single bill of lading or air waybill, irrespective of the quantity or number of containers, packages or pieces.
1. Contract and Scope of Services. All services provided by HANGAR A are governed by these Terms and Conditions of Service, which form a contract between HANGAR A and the Customer, with the exception that if HANGAR A issues a separate document containing Terms and Conditions which are specific to a certain type of service, such as a bill of lading, the Terms and Conditions set forth in such other document(s) shall govern the services specified therein, and these Terms and Conditions of Service shall govern all other remaining obligations and services. Unless HANGAR A issues a bill of lading, then it agrees only to arrange and facilitate, but not actually perform the transportation of the Customer’s goods. HANGAR A agrees to act as an agent for the Customer only to the extent of the terms of any Power of Attorney signed by the Customer, and otherwise, HANGAR A acts as an independent contractor.
2. Limited Liability.
(a) HANGAR A agrees to select, on behalf of Customer, the transportation and logistics providers to whom the goods will be entrusted for transportation, handling, delivery, storage and related services, or in the selection of a customs broker (hereinafter “Service Provider”). However, HANGAR A assumes no liability for any acts or omissions of Service Providers which may damage or delay the Customer’s goods, or cause other loss to the Customer and its interest in the goods. Any claims for such loss, damage or delay caused by, or occurring while the goods are in the custody of, a Service Provider must be made only against such party, and HANGAR A will cooperate and assist with such claims.
(b) THE MAXIMUM LIABILITY OF HANGAR A TO THE CUSTOMER FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND THE CUSTOMER’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO $50.00 PER SHIPMENT. EXCEPT AS MAY BE SET FORTH HEREIN, HANGAR A MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING ITS SERVICES. IN NO EVENT SHALL HANGAR A BE LIABLE FOR ANY LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES PROVIDED TO THE CUSTOMER, EVEN IF HANGAR A HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. Bills of Lading. HANGAR A may prepare bills of lading on the Customer’s behalf in the performance of services. In so doing, HANGAR A will rely upon the information supplied by the Customer. HANGAR A will not set out on the bill of lading the number of pieces, packages or cartons, unless specifically instructed to do so by the Customer. The Customer understands that carriers issuing bills of lading for the goods, including HANGAR A when it acts as an indirect carrier under its own bill of lading, will limit their liability for damage to the cargo unless a higher value is declared and a higher freight rate is paid. HANGAR A will not declare a higher valuation on any bill of lading unless it has received specific written instructions to do so from the Customer prior to shipment, and the Customer agrees to pay the higher rate.
4. Customs Clearance. In the performance of its services, HANGAR A may be called upon to retain a customs broker on the Customers behalf. The Customer acknowledges that HANGAR A and any customs broker HANGAR A retains will rely upon the information supplied by the Customer, and the Customer agrees that it must review all documents which are to be presented to the Customs Service and advise HANGAR A and/or the customs broker of any errors, and will execute any necessary powers of attorney to effectuate the selection and retention of a customs broker on Customer’s behalf.
5. Cargo Insurance. Insurance is available to Customer upon request. The amount and type ofavailable coverage is based on HANGAR A’s cargo insurance policy in effect on the date goods aretendered to HANGAR A. In order to obtain coverage under that policy, Customer must select the proper “Insurance Option” on the Air Waybill and agree to pay an additional charge. NOTWITHSTANDINGANYTHING IN THE TERMS AND CONDITIONS OF SERVICE TO THE CONTRARY, INSURANCE PROCEEDS SHALL BE LIMITED TO THE LESSER OF (A) THE INSURED VALUE OF THE GOOD(S) AND (B) THE SUM OF THE ACTUAL COST TO THE CUSTOMER OF THE DAMAGED OR LOST GOOD(S) SHIPPED AND FREIGHT CHARGES. Insurance coverage and/or special insuring conditions are subject to the insurance option selected and will be limited thereby. HANGAR A is under no obligation to arrange such insurance unless it receives specific instructions from the Customer to do so prior to shipment of the goods, and the Customer pays the required premium. The Customer agrees and acknowledges that any insurance coverage placed on its behalf by HANGAR A shall be governed exclusively by the terms of the certificate of insurance coverage issued by the insurance underwriter, and by the applicable open marine cargo policy, and that the insurance underwriter is solely responsible for the payment of insurance claims. The Customer agrees that HANGAR A is not the insurer of the cargo, and the Customer’s sole recourse in the event of a disputed insurance claim is against the insurance underwriter, and not against HANGAR A.
6. Credit. The Customer agrees to pay all charges associated with the transportation of its goods in advance, unless HANGAR A has agreed in writing to advance those charges on the Customer’s behalf on credit terms. Customer agrees to fill out and sign HANGAR A’s credit application, and obtain HANGAR A’s approval and extension of credit terms before charges will be advanced.
7. C.O.D. Shipments. Collect on Delivery (C.O.D.) service is provided under the following conditions: (a) Customer must identify the shipment as a C.O.D. shipment by entering the amount to be collected on the front of the Bill of Lading or other shipping document, (b) Customer must specify the type of payment to be received (e.g. check, money order or cashier’s check) on the front of the Bill of Lading or other shipping document, and (c) HANGAR A and Customer agree that HANGAR A does not guarantee nor verify that a check, money order, cashier’s check or other such financial instrument is valid or negotiable. All payments are collected at Customer’s risk. Unless otherwise stated on the Bill of Lading or other shipping document, the C.O.D. amount of the shipment shall be deemed to be the declared value of the shipment. A declared value amount in excess of USD$0.50 per pound, per package, shall be subject to an excess valuation charge. Unless prior arrangements are made, payment of freight charges and/or C.O.D. amounts must be remitted by cashier’s check, certified check, money order, or Consignee’s check as authorized by the Customer in writing. HANGAR A can assist with C.O.D. shipments, but the Customer assumes the sole responsibility and liability for any failure of a consignee or bank to pay, and for any delay in the shipment or loss to the goods that may result.
8. Payment of Services. Payment terms for all charges incurred for services performed or arranged by HANGAR A shall be net thirty (30) days from the date of the invoice issued by HANGAR A for such charges. HANGAR A’s charges for the services it performs are in addition to the charges of all Service Providers retained by HANGAR A on the Customer’s behalf, which will be invoiced together. The Customer agrees to pay HANGAR A’s invoices without reduction or deferment on account of any alleged claim, counterclaim or set-off it believes it has for cargo loss, damage or theft, and all charges therein shall be considered as earned by HANGAR A at the moment when the goods have become subject to the services which HANGAR A has agreed to perform. Payment of all charges due and owing HANGAR A, including charges for demurrage, shall be paid as provided herein notwithstanding any confiscation or detention of the goods by civil or other governmental authorities.
9. Collection Expenses. If it becomes necessary for HANGAR A to utilize a collection agency and/or attorneys to collect any unpaid amount owed, then the Customer shall be obligated to pay the actual collection agency fees, attorneys’ fees, litigation fees and other expenses, including but not limited to court costs, incurred by HANGAR A, regardless of whether litigation is actually filed.
10. Inspection and Security. All goods are subject to inspection by HANGAR A, including by HANGAR A’s performing carriers and by any duly authorized government entities, including but not limited to the U.S. Transportation Security Administration, U.S. Customs and Border Protection, and like entities. Notwithstanding the foregoing right to inspect shipments, HANGAR A is not obligated to perform such inspection except as mandated by law. Further, HANGAR A reserves the right to unilaterally reject any shipment of goods that it deems unfit for transport after inspection.
11. Lien on Customer’s Goods. The Customer agrees that HANGAR A has a general lien on all goods which are the subject of services rendered by HANGAR A while those goods are in possession of HANGAR A, or in the possession of any Service provider, for any accounts receivable owed by the Customer to HANGAR A arising from the specific shipment against which the lien is asserted, and/or arising from any previous shipments. If HANGAR A elects to hold any shipment based on these lien rights, it will provide written notice of that election to the Customer. If the Customer fails to make payment arrangements or post security to HANGAR A’s satisfaction within thirty days of such notice, HANGAR A will have the right to sell the goods at private or public sale or auction, and will remit to the Customer any net proceeds after the sale which exceed the total amount owed. The Customer shall provide notice to any other parties having an interest in the goods of these lien rights and of any exercise of those rights by HANGAR A.
12. Indemnification. The Customer agrees to indemnify, defend, and hold HANGAR A harmless from any and all claims and/or liabilities, including, but not limited to attorney’s fees and costs, arising from the Customer’s acts or omissions in relation to the goods, and arising from the manner in which the goods were prepared and/or packed for shipment, unless HANGAR A was retained to arrange such preparation and packaging.
13. Applicable Law, Venue and Time for Suit. These Terms and Conditions of Service shall be governed by Illinois law without the application of its conflict of laws principles. Any suit relating to these Terms and Conditions of Service and the services provided by HANGAR A shall be instituted in a state or federal court in Cook County, Illinois, and the Customer irrevocably consents and waives all objections to the jurisdiction of any such court. A suit to enforce a judgment against the Customer may be filed in any jurisdiction where the Customer has assets. Any cause of action against HANGAR A relating to or arising out of the services HANGAR A provides to the Customer will not be valid unless such action is commenced by the filing of a complaint in the required venue within one year of the date of the loss. HANGAR A shall be entitled to recover its courts costs and reasonable attorney's fees from the Customer in any action for collection of any payment due to HANGAR A, or in any other action in which HANGAR A prevails in the enforcement of these Terms and Conditions of Service.
14. Modification. No modification of these Terms and Conditions of Service shall be of any force or effect unless (a) reduced to writing and signed by both HANGAR A and the Customer prior to shipment, and (b) expressly referred to as being a modification of these Terms and Conditions of Service.
15. Severability. The provisions set forth in these Terms and Conditions of Service are severable, and if any particular provision should be held invalid, unenforceable or illegal by a court having competent jurisdiction, the remainder of these Terms and Conditions shall not be affected and shall be construed as if such invalid, unenforceable or illegal provision(s) was (were) omitted.
16. Logo/Trademark. Customer shall not use HANGAR A’s name, logo, trademarks or trade names inpublicity releases, promotional material, customer lists, advertising, marketing or business‑generating efforts, whether written or oral, without obtaining HANGAR A’s prior written consent, which consent shall be given at HANGAR A’s sole discretion.