1. General
2. Definitions
3. Representations
4. Selection of Third Parties
5. Quotations
6. Warranties
7. Reliance of Information
8. Payment Terms
9. Credit
10. Legal Fees
11. Indemnification
12. Claims
13. Force Majeure
14. Non-Solicitation
15. Confidentiality
16. Severability
17. Entire Agreement
18. Governing Law

1. General
The purpose of this document is to outline the general terms and conditions between the “Customer” and United World Cargo Limited (“UWC”). These terms and conditions constitute a legally binding contract between the Customer and UWC.

2. Definitions
“UWC” shall mean United World Cargo Limited, its subsidiaries, related companies, agents and/or representatives;

“Customer” shall mean the person for which UWC is rendering service, as well as its agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions to all such agents or representatives;

“Third Parties” shall include, but not be limited to, the following: “carriers, truckmen, cartmen, lightermen, forwarders, OTI’s, customs brokers, agents, warehousemen and other to which the goods are entrusted for transportation, cartage, handling, and/or delivery and/or storage or otherwise”

“Documentation” shall mean all information received directly or indirectly from Customer, whether in paper or electronic form;

“Customer Confirmation” is a document produce by UWC that outlines the specific terms and conditions of a shipment being handled by UWC. Attached to the Customer Confirmation is a Load Sheet that provides specific information on collection and destination time and locations and product descriptions. In the event that UWC renders services and issues a Customer Confirmation containing Terms and Conditions governing such services, the Terms and Conditions set forth in the Customer Confirmation shall govern those services to the extent they conflict with these terms and conditions. Otherwise, both sets of terms and conditions shall apply.

3. Representations
UWC is engaged in the business of providing freight brokerage services pursuant to Broker Authority granted by the Federal Motor Carrier Safety Association (FMCSA). UWC is acting in its capacity as an agent only in tendering shipments from Customers to Carriers. Customer acknowledges that the Carriers, as provided by UWC, have full responsibility for the safe and timely delivery of each shipment arranged by UWC between Customer and Carrier.

UWC agrees to maintain all the necessary documents, bond, and insurance certificates required under the conditions of this authority and agrees to furnish upon Customer request a copy of these documents and certificates.

4. Selection of Third Parties
Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, UWC 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 UWC that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that UWC warrants or represents that such person or firm will render such services nor does UWC assume responsibility or liability for any action(s) 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. In any event UWC will use all reasonable means to ensure that all carriers selected by UWC meet the minimum standards as provided by the Federal Motor Carrier Safety Administration. 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, UWC shall reasonably cooperate with the Customer.

5. Quotations
Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by UWC to the Customer are for information purposes only and are subject to change without notice. No quotation shall be binding upon UWC unless UWC agrees in writing to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the Customer Confirmation.

6. Warranties
The Customer is responsible for and warrants their compliance with all applicable laws, rules, and regulations including but not limited to customs laws, import and export laws, governmental regulation of any country to, from, through or over which the shipment may be carried. The Customer agrees to furnish such information and complete such documents as are necessary to comply with such laws, rules and regulations.

7. Reliance of Information
Customer acknowledges that it is required to review all documents and declarations prepared by UWC and/or third parties and will immediately advise UWC of any errors, discrepancies, incorrect statements, or omissions. Unless UWC is immediately notified of any objections to the Customer Confirmation, Customer shall be conclusively presumed to have agreed that the terms and conditions set forth on such are fully and correctly stated.

8. Payment Terms
The terms of payment will be determined in advance by the finance department of UWC.

On any invoice not paid by maturity date, the Customer shall pay interest from the maturity date to the date of payment at a rate of 1.5% per month, together with UWC’s costs of collection, including but not limited to legal fees.

Customer agrees to pay the entire amount of each invoice rendered by UWC pursuant to the terms of each such invoice without offset or deduction.

9. Credit
UWC acting in its sole discretion at any time and from time to time may change the terms of Customer’s credit

10. Legal Fees
In the event that legal action is commenced to enforce or interpret, or for breach of, any provisions of this agreement, the prevailing party shall be entitled to recover from the losing party costs and expenses incurred, and reasonable attorney’s fees incurred by the prevailing party, in addition to all other relief and remedies to which the prevailing party may be entitled to at law or in equity.

11. Indemnification
The Customer agrees to indemnify and hold UWC harmless from any claims and/or liability arising from the transportation of Customer’s merchandise and/or any conduct of the Customer, which violates any Federal, State or Provincial, and/or other laws, and further agrees to indemnify and hold UWC harmless against any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to reasonable attorney’s fees, which UWC may hereafter incur, suffer or be required to pay by reason of such claims. In the event that any claim, suit or proceeding is brought against UWC, UWC shall give notice in writing to the Customer by mail at the address on file with UWC

12. Claims
Either party will notify the other party within 48 hours of delivery of any pending claims. CUSTOMER further agrees to provide substantive evidence of such claims within 30 days of delivery.

13. Force Majeure
UWC’s failure to perform any term or condition of this Agreement as a result of conditions beyond its control such as, but not limited to, war, strikes, fires, floods, acts of God, governmental restrictions, power failures, or damage or destruction of any network facilities or servers, shall not be deemed a breach of this Agreement.

14. Non-Solicitation
CUSTOMER agrees not to solicit any traffic from any carrier that it comes in contact with as a result of UWC’s efforts. If CUSTOMER breaches this agreement and ‘back-solicits’ freight traffic, then UWC will be entitled, for a period of 12 months after the traffic commences, to a commission of 15% of the total transportation costs paid by CUSTOMER on the movement(s) of the traffic.

15. Confidentiality
Customer and UWC agree that the terms and provisions contained herein, in addition to any and all other information concerning the business operations of customers and shippers, are confidential and that they will not reveal any of its contents or any information concerning the services performed within this contract without the written permission of any party involved with this contract or as may be required by law.

16. Severability
Obligations of this agreement are separate and divisible and in the event that any clause is deemed unenforceable, the balance of the agreement shall continue in full force and effect.

17. Entire Agreement
This agreement along with the individual Customer Confirmations constitute the full representation of all agreements made between the Parties and supersede all prior arrangements and understandings made between the Parties. Additions and changes to the contents of this Agreement shall be binding only if laid down in writing in a document bearing a date and signed by both Parties.

18. Governing Law
This agreement shall be governed by the laws of the Province of British Columbia, Canada.