‍1.   Definitions and Rules of Construction. As used herein:

“Aircon Air Freight” means Aircon Air Freight Inc and itsaffiliates, representatives, and employees. Unless otherwise agreed by AirconAir Freight, Aircon Air Freight acts as the Customer’s agent forfreight forwarding and not as a carrier.

“Customer” means any person or entity to whom Aircon Air Freightrenders services as well as that person’s or entity’s employees, affiliates, andrepresentatives.

“Governmental Unit” means any nation, state, province, district,county, municipality, or public corporation, or any court, tribunal,department, subdivision, agency or instrumentality of any of the foregoing.

“Laws” means each present and future treaty, statute, code, rule,regulation, ordinance, rule of law, principle of law, order, decree, judgment,guidance, or the equivalent enacted, ratified, adopted, promulgated, or issuedby an applicable Governmental Unit, and all international conventions ratifiedby the United States of America or otherwise mandatorily applicable under thelaws of the United States of America.

“Storage Document” means any document,whether in paper or in electronic form, governing or evidencing the receipt of Customer’sgoods for storage.

The term “third party” means any person or entity selected byAircon Air Freight for transportation, carriage, cartage, drayage, handling,delivery, storage, distribution, clearance, entry, or liquidation of Customer’sgoods,

“Transport Document” means any document, whether in paper and inelectronic form, governing or evidencing the carriage of Customer’s goods.

2.  Terms of Payment. Quotations by Aircon Air Freight are forinformational purposes only and are subject to change by Aircon Air Freight.The amount due from Customer will be the specific amount at which AirconAirfreight agrees to provide or procure the services requested by the Customer.Any amounts duefrom the Customer for services to be provided or procured for Customer are due within48 hours of an invoice from Aircon Air Freight and in any case must be paidprior to the service. Any additional amounts due from Customer over the priceinitially agreed by Aircon Air Freight, such as, without limitation, chargesfor additional services requested by Customer, weight or value overages, demurrage,fines based on the nature of Customer’s goods, etc. must be paid within three (3)days of Aircon Air Freight’s issuance of an invoice to Customer. Aircon AirFreight reserves the right to require Customer to pay third parties directly inits discretion. All sums not paid to Aircon Air Freight or applicable third partywithin seven (7) days of Aircon Air Freight’s invoice shall bear interest at thelower of (i) one percent (1%) per month or (ii) the highest rate allowed byapplicable law.

3.    Choosing Routes or Agents.  Unless Aircon Air Freight otherwise agrees, Aircon Air Freight has discretion to choosethe means, routes, and procedures to be followed in handling, transporting,loading, unloading, storing, clearing, entering, delivering, distributing, orotherwise dealing with Customer’s goods and in choosing the third parties toperform these services. All such third parties shall be considered as theagents of Customer and not of Aircon Air Freight. Given that Aircon Air Freightstrives to provide the quickest and most efficient freight forwarding solutionsfor its Customers, statements by Aircon Air Freight that a particular thirdparty has been or will be selected to render services shall not be construed asa representation or guaranty that the indicated third party will be used.

4.   Customer’s Duties.  

a.   Customer must do the following:(i) provide to Aircon Air Freight and/or Aircon Air Freight’s designated thirdparty all documents and information required to fulfill Customer’s freightforwarding request. This includes all documents and information required to handle,transport, load, unload, store, clear, enter, deliver, distribute, andotherwise deal with goods, including where applicable complete and accurateinformation regarding dutiable value, weights, measures, number of pieces,packages, cartons or containers, condition of the goods, classification,country of origin, genuineness of the goods and any mark or symbol associatedwith them, Customer’s right to export, import, and/or distribution; (ii)immediately advise Aircon Air Freight of any errors, discrepancies, incorrectstatements, or omissions in any document or other information; (iii) review alldocuments, declarations, security filings, and other submissions prepared orfiled with any Governmental Unit or any other person; and (iv) maintain allrecords required under §§ 508 and 509 of the Tariff Act (19 U.S.C. §§ 1508 and1509) and/or other applicable Law. Unless otherwise agreed, Aircon Air Freightshall only keep such records that applicable Law requires Aircon Air Freightitself to maintain but shall not act as a “record-keeper” or “third partyrecord-keeper” for Customer. Aircon Air Freight has no liability for any actiontaken or fines or penalties assessed by any Governmental Unit because Customerfails to comply with any Law. Unless otherwise agreed, Customer shall pay allduties and other Customs charges by ACH or wire.

b.   Customer warrants theaccuracy and completeness of all documents and information furnished to AirconAir Freight by or for Customer. Aircon Air Freight has no duty to inquire into the accuracy,sufficiency, or completeness of any documents or information and in no instanceshall be charged with information that Customer fails to give in writing.Aircon Air Freight may rely on all documents and information furnished toAircon Air Freight. If Customer fails to perform any obligation, Aircon AirFreight may use its judgment in connection with the goods.

c.   Customerwarrants that it is and will remain in compliance with all applicable Laws,including without limitation anti-corruption Laws such as the U.S. ForeignCorrupt Practices Act  and the U.K.Bribery Act; the U.S. Export Administration Regulations administered by theU.S. Commerce Department’s Bureau of Industry and Security; the InternationalTraffic in Arms Regulations administered by the U.S. State Department’sDirectorate of Defense Trade Controls; the U.S. Anti-Boycott regulations, andthe various U.S. economic sanctions programs administered by the U.S. TreasuryDepartment’s Office of Foreign Assets Control, and that the information theCustomer provides to Aircon Air Freight in connection with Customer’scompliance with all such applicable Laws is true and complete. Customer shallalso comply with all applicable Laws of any country or other jurisdiction to,from, through, over, or in which any goods may be carried, including allapplicable Laws relating to the marking, packing, carriage, storage, clearanceor delivery of the goods. Customer warrants that the export jurisdiction and classification of all goods is correct andthat it shall immediately notify Aircon Air Freight in writing of any changesto such information. Customer warrants that all goods are properly marked,addressed, and packaged to withstand ocean transport, air transport, and groundtransport.

5.   Insurance. UnlessAircon Air Freight agrees otherwise, Aircon Air Freight will not procureinsurance for Customer’s goods. If Aircon Air Freight agrees to procureinsurance, Aircon Air Freight has the right to select the insurance company andunderwriter. The insured shall have recourse against the insurer only and notagainst Aircon Air Freight. Customer is responsible for all insurance premiumsand costs of procuring insurance.

6.   Limitation of Liability for Loss, Damage, Expense or Delay.  

a.   Aircon Air Freight hasno obligations other than those set forth in these Terms or in any transport orstorage document issued by Aircon Air Freight. Except as specifically set forthin these Terms, Aircon Air Freight makes no express or implied warranties inconnection with its services. Aircon Air Freight has noliability for loss, damage, delay, increased duty, penalty, fine or expense, unless caused by the gross negligence orwillful misconduct of Aircon Air Freight, in which case its liability isgoverned by the applicable provisions set forth below. Unless otherwise agreed, Aircon Air Freight has no obligation totake any pre- or post-customs release action, including without limitation obtainingrulings, advising of liquidations, and/or filing of petitions or protests. WhereAircon Air Freight prepares and/or issues a transport or storage document,Aircon Air Freight has no obligation to specify thereon the quantity or thecondition of the goods. Customer waives all rights and remedies under theCarmack Amendment.

b.   Subject to the furtherlimitations of liability set forth below, Aircon Air Freight’s liability forany alleged loss, damage, expense or delay resulting from the gross negligence orwillful misconduct of Aircon Air Freight is limited as follows: (i) if theclaim arises from Aircon Air Freight’s Customs brokerage services, the lesserof fifty dollars (US) ($50) per entry or the amount of brokerage fees paid toAircon Air Freight for the entry; (ii) if the claim relates to transportationservices covered by a transport or storage document or the distribution orhandling services covered by a storage document issued by Aircon Air Freight,the monetary limits on Aircon Air Freight’s liability provided for in thetransport or storage document; or (iii) if clauses (i) and (ii) do not apply,the lesser of fifty dollars (US) ($50) per shipment or the commercial invoicevalue of the shipment. The amount of any partial loss, damage, expense or delayshall be adjusted pro rata.

c.   Customer may obtain anincrease in the liability of Aircon Air Freight above the limits set forth aboveif Aircon Air Freight agrees in its discretion to the request before it rendersany services, and the agreement sets forth the limit of Aircon Air Freight’sliability and the additional compensation received or paid for the added liability.Otherwise, any valuation that Customer places on the goods shall be consideredfor export or customs purposes only.

d.    AIRCON AIR FREIGHT SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT,INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDINGLOST PROFITS, INCOME OR OPPORTUNITY.

e.     THE LIMITATIONS ANDEXCLUSIONS IN THIS PARAGRAPH APPLY EVEN IF THEY CAUSE ANY REMEDY OTHERWISEAVAILABLE TO FAIL OF ITS ESSENTIAL PURPOSE AND WITHOUT REGARD TO AIRCON AIRFREIGHT’S PERFORMANCE OF FAILURE OR DELAY OF PERFORMANCE.

f.     Goods entrusted to third parties remain subjectto the foregoing limitations of liability. Aircon Air Freight has no liabilityfor any loss, damage, expense, or delay caused by the acts or omissions of thirdparties.

7.   Time Limitations for Claims. With respect to any alleged act or omission by Aircon Air Freight, Customer must present to Aircon AirFreight at Aircon Air Freight’s office (i) a preliminary written notice ofclaim within fourteen (14) days after the loss or incident giving rise to theclaim and (ii) a formal written sworn proof of claim within one hundred andtwenty (120) days from the date of the alleged act or omission, and in theabsence of both (i) and (ii) any claims relating to such alleged act oromission are waived. Any suit to recover on aclaim against Aircon Air Freight must be commenced within one (1) year afterthe date of the earlier of: delivery or release of the goods; the date when thegoods should have been delivered or released; or the date when any other allegedloss, damage, expense, or delay first arose.

8.   Indemnification. Customer indemnifies and holds Aircon AirFreight harmless against all charges, claims, damages, liabilities, judgments,costs, expenses, payments or losses of any kind (including for purchase price,freight, storage, demurrage, detention, duties, taxes, fines, penalties,incidental, indirect, consequential or exemplary damages, and Aircon Air Freight’slitigation expenses and reasonable expenses, including attorneys’ fees) arisingfrom or related to any one or more of the following: (a) any breach of anyrepresentation, warranty, covenant, agreement, undertaking, consent, or waiverby Customer; (b) any failure of Customer to pay or perform when due itsobligations to Aircon Air Freight or to any other Person (including anyGovernmental Unit, carrier, vendor, holder or assignee of any TransportDocument, Storage Document, or other commercial document); (c) Customer’sviolation of any Law or failure to disclose, correct, or complete any entry,export, security or other data or documents; (d) any other claim by any suchother Person, in each case, even if not due to any negligence or other fault ofCustomer. At Customer’s expenseAircon Air Freight may employ attorneys and other professionals of its ownchoice in connection with any indemnified matter.

9.    Sale of Perishable Goods. Perishable goods or liveanimals for which Customer gives no instructions for disposition may be sold orotherwise disposed of without anynotice to the Customer, owner, or consignee, and payment or tender of the netproceeds of any sale after deduction of charges is equivalent to delivery ofthe goods and bars any claim by customer relating to such goods or live animals.If for any reason a shipment is refused or remains unclaimed at any place or isreturned, the Customer must still pay Aircon Air Freight for all charges andexpenses in connection with the goods. Nothing obligates Aircon Air Freight toforward, enter or clear the goods or arrange for their disposal.

10.General Lien on any Property. Aircon Air Freight has a general lien on Customer goods and documentsrelating thereto as security for all existing and future indebtedness andobligations of Customer to Aircon Air Freight. This lien is in addition to anyother rights and remedies Aircon Air Freight may have and shall survivedelivery or release of any Customer goods. Aircon Air Freight has the right towithhold delivery or release of any Customer goods if Customer is in breach ofany indebtedness or obligation to Aircon Air Freight, even if Customer’sindebtedness or obligation is not related to such goods. If any suchindebtedness or obligation is unsatisfied, Aircon Air Freight may, in additionto all other rights and remedies under other agreements and/or applicable Law,exercise all of the rights and remedies of a secured party under the UniformCommercial Code. Any notice required to be given of a sale or other dispositionmade at least ten (10) days before a proposed action constitutes fair andreasonable notice. Any surplus from the sale or other disposition, afterdeduction for all sums owed to Aircon Air Freight, shall be transmitted toCustomer, and Customer shall be liable for any deficiency, which shall be duewithin seven (7) days of an invoice or other notice from Aircon Air Freight.

11.Intellectual Property.  Aircon Air Freight’sintellectual property used in connection with any services to Customer isconfidential and proprietary and is the sole and exclusive property of AirconAir Freight. Customer shall not directly nor indirectly disclose, use,re-create, duplicate, decode, alter, change, disassemble, decompile, or reverseengineer any of Aircon Air Freight’s intellectual property. Customeracknowledges and agrees that Customer’s violation of this provision shall causeirreparable harm to Aircon Air Freight and shall be grounds for equitablerelief in addition to monetary damages.

12. Data Privacy. Customer warrants that it will comply withall applicable privacy and data protection Laws with respect to information itsupplies to Aircon Air Freight, including without limitation that it hasobtained the proper consent from all data subjects to the disclosure andtransfer of any data it supplies to Aircon Air Freight.

13. Force Majeure. Aircon Air Freight is not liable for loss,damage, expense, delay, or nonperformance resulting in whole or in part fromcircumstances beyond Aircon Air Freight’s control, including: (i) epidemics orpandemics; (ii) acts of God, including flood, earthquake, storm, hurricane,power failure or other natural disaster; (iii) war, hijacking, robbery, theftor terrorist activities; (iv) incidents or deteriorations to means of transportation;(v) embargoes; (vi) civil commotions or riots; (vii) defects, nature orinherent vice of the goods; (viii) acts,breaches of contract, or omissions by Customer or any other person who may havean interest in the goods; (ix) acts by any Governmental Unit, including denialor cancellation of any import, export or other necessary license; or (x)strikes, lockouts, slowdowns or other labor conflicts.

14. Notices. Notices under this Agreement shall be inwriting and deemed to have been received when personally delivered or threedays after being sent via U.S. mail, return receipt requested and postageprepaid with a simultaneous copy by electronic mail to the other party.

15. Disputes, Governing Law and Jurisdiction. All disputes arising under orrelated to this Agreement or the relationship between Customer and Aircon AirFreight or between Customer and a third party selected by Aircon Air Freightshall be interpreted and governed under the laws of the State of Texas withoutregard to conflict of law principles and shall be heard in the state or federalcourts in or nearest to Denton County, Texas, except that Aircon Air Freightmay elect, in its sole discretion, binding arbitration in Denton County, Texasbefore a single arbitrator pursuant to the then-current Commercial ArbitrationRules of the American Arbitration Association. Judgment may be entered on theaward in any court of competent jurisdiction. The arbitrator will have noauthority to enter an award not permitted under this Agreement. Aircon AirFreight shall be entitled to recover its attorneys’ fees and litigationexpenses for any action in brings to enforce this Agreement and in any actionbrought by Customer in which Customer is not the prevailing party. Aircon AirFreight may seek immediate injunctive relief in a state or federal courtlocated in or nearest to Denton County, Texas to enforce these Terms.

16. Electronic Execution and Acceptance. Customer’sdelivery of goods to Aircon Air Freight, Customer’s click through acceptance onAircon Air Freight’s website, and/or Customer’s written or electronicacknowledgement of these Terms constitutes Customer’s agreement to these Terms.  

17.  Non-Disparagement.  The Parties agree not to disparage each other, their goodsand services, and their current and former personnel, including in tradejournals, trade news, review sites and/or on social media.

18. Miscellaneous. Notwithstanding any course of dealing, course of conduct, courseof performance, or usage of trade, (a) whenever reference is made to the AirconAir Freight’s agreement, acceptance, approval or consent, even if notspecifically so stated, such agreement, acceptance, approval or consent is noteffective unless in writing and signed by a duly authorized officer of AirconAir Freight, (b) neither failure nor delay by Aircon Air Freight to exerciseany right, remedy, power, or privilege operates as a waiver, (c) no single orpartial exercise of any right, remedy, power, or privilege by Aircon AirFreight precludes any other or further exercise thereof or the exercise of thator any other right, remedy, power, or privilege, (d) no amendment, modification,rescission, waiver or release of all or part of these Terms, any transport document,or any storage document is effective without the Aircon Air Freight’s specificprior written approval. Aircon Air Freight may from time to time change theseTerms. In the event of a conflict between these Terms and an updated version onAircon Air Freight’s website in effect on the date that Aircon Air Freightcommences services, the updated version controls. These Terms shall be construed without regard to any presumption orrule requiring that they be construed against the drafter. If theseTerms conflict with the terms of a Transport or Storage Document issued byAircon Air Freight, the Transport or Storage Document controls. If any part ofthese Terms is held invalid or unenforceable in a jurisdiction by a final,non-appealable judgment, the judgment does not affect the validity orenforceability of any other part of these Terms.

NOTICE: If you are the importer of record, paymentsto the broker will not relieve you of liability for customs charges (duties,taxes, or other debts owed to CBP) in the event the charges are not paid by thebroker. Therefore, if you pay by check, customs charges may be paid with aseparate check payable to the “U.S. Customs and Border Protection” which shallbe delivered to CBP by the broker.

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