Business Terms and Conditions (ST&C, Standard Trading Conditions) 

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These Business Terms and Conditions constitute a legally binding and enforceable contract between the "Company" and the "Customer". By requesting or accepting goods or Services from Company, the Customer agrees to the following terms and conditions of service (“Terms and Conditions”).  The Customer agrees and acknowledges that the Company acts as the direct agent of Customer in all cases, except to the extent the Company acts as a carrier. 

The applicable Terms and Conditions can be found on Company’s website, www.Eusu-Logistics.com.

 

1 Definition

1.1 "Company" shall mean EUSU Logistics Inc., and Eusu Logistics Co., Ltd., as well as their parent, their respective subsidiaries, and related companies, including but not limited to Eusu Logistics (Hong Kong) Co., Ltd., Eusu Logistics (Shenzhen) Co., Ltd., and their respective shareholders, boards, officers, employees, and representatives;

1.2 "Customer" shall mean any person for whom or at whose request the Company is directly or indirectly providing Services, as well as the Customer’s principals, agents and/or representatives, including, but not limited to, cargo owner, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper's agents, insurers and underwriters, break‐bulk agents, consignees, holders and assignees of Shipping Documents and commercial documents, etc.  It is the responsibility of the Customer to timely provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;

1.3 "Shipping Documentation" shall mean but is not limited to a bill of lading, waybill, forwarder’s cargo receipt, contract of carriage, invoice, or other documents or records, issued by the Company evidencing the receipt of goods for carriage.;

1.4 "Third parties" shall include, but not be limited to, the following: "carriers, trucking companies, forwarders, OTIs(Ocean Transportation Intermediaries), customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, carriage, clearance/entry, cartage, handling and/or delivery and/or storage or otherwise".

1.5 "Servicers" shall mean but are not limited to any intended or actual shipping and logistics services, its related shipping management or consulting services, brokering, and/or other related services provided to or for the benefit of the Customer.

1.6 "Goods" shall mean the whole or any part of the cargo received by the Company from the Customer and described on the face side of Shipping Document.  Goods includes any packing and any equipment or, if supplied by the Company, container carrying the Goods.

 

2 Responsibilities of the Customer

2.1 The Customer must timely provide and disclose all necessary documents and information (and any corrective and/or updated documents and information thereafter) to ensure the Company’s safe and effective handling, transporting, loading, unloading, storing, clearing, entering, delivering, distributing, and dealing with Goods, including invoices, customs entry documents, and relevant details such as value, weight, quantity, condition, origin, and legality, along with any other documents as may be required by applicable laws. The Customer shall also provide assistance and co-operation as may be necessary in the performance of the Services by the Company.

2.2 The Customer represents and warrants the accuracy, sufficiency, and completeness of all documents and information furnished to the Company by or for Customer. The Company is under no obligation to independently verify the accuracy, sufficiency, or completeness of any documents or information, and shall not be held responsible for any information not provided to the Company in writing. the Company is entitled to rely on all documents and information furnished by the Customer. In the event of the Customer's failure to completely fulfill this obligation as warranted, the Company reserves the right to exercise its reasonable discretion in handling the Goods, but at the cost and sole liability of the Customer.

The Customer also represents and warrants to comply with all applicable Laws, including anti-corruption Laws such as the U.S. Foreign Corrupt Practices Act, export regulations, and economic sanctions programs administered by applicable/relevant government bodies. The Customer shall provide accurate and complete information regarding compliance with these Laws. Additionally, the Customer agrees to comply with Laws of any country or jurisdiction involved in the transportation of goods, including those related to marking, packing, storage, and clearance. The Customer is responsible for ensuring the correct export jurisdiction and classification of goods and must promptly notify the Company of any changes. The Customer must properly mark, address, and package goods for transportation. Failure to comply with these terms releases the Company from liability for any loss, damage, expense, or delay. The Customer is solely liable for any claims, losses, or damages resulting from violations of obligations, representations, warranties, and covenants contained herein, and shall indemnify and hold the Company harmless in such cases.2.3 Dangerous or Hazardous Goods

2.3.1 The Customer must explicitly inform the Company about the nature of the Goods, including but not limited to Dangerous Goods, in their instruction to the Company. “Dangerous Goods” includes goods that are or may become dangerous, inflammable, radio-active, likely to damage nature or environment.

2.3.2 If the customer violates clause 2.3.1, they agree to be held responsible and liable for any loss or damage the goods may cause, regardless of how it occurred. They also agree to defend, indemnify, and hold the Company harmless from any penalties, claims, damages, costs, and expenses that may arise in connection with the violation. Such dangerous or hazardous Goods may be destroyed or handled in another way without prior notice at the sole discretion of the Company, or of any other person in whose custody they may be.

2.3.3 If the Company agrees to provide Services for Dangerous Goods, the Customer acknowledges that such Services are provided subject to the Customer's agreement that the Company may, at any time and without prior notification or liability, destroy the Goods or otherwise deal with them at the Customer's expense if the Company or any other person determines that they pose a risk to other goods, property, life, or health. 

2.4 The Customer will solely and fully responsible for any duty, penalty, fine, or expense related to or involving the Goods, unless caused by the negligence or fault of the Company, in which case the Company’s liability is governed by the Article 3 of this Terms and Conditions.

2.5 Unless otherwise agreed by the Company in writing, the Customer –

         (a) waives all rights and remedies under the Carmack Amendment;

         (b) agrees to timely pay all duties and other Customs charges by automated clearing house, and

(b) takes any pre- or post-Customs release action, including obtaining binding rulings, advising of liquidations, filing of petitions and/or protests, etc.

 

3 Responsibilities of the Company

3.1 The Company is only responsible for the losses or damages to the Goods that occurred from the moment the goods entered its sole custody and control up to or until the moment they left the Company’s custody and control. The Company will not be responsible for any losses or damages to the Goods, regardless of visibility of such losses or damages, that may happen unless the Goods were under the Company's sole custody and control during the loading or unloading process.

3.2 The Company has no obligations other than those set forth in these Terms and Conditions or in any Transport Document or Storage Document issued by Company. Except as specifically set forth in these Terms and Conditions, the Company makes no express or implied warranties in connection with its services.  All Goods received and accepted by the Company to provide Services to Customers shall remain the property and risks of the Customer. The risks, title and liabilities on the Goods shall not in any way be with the Company, unless caused by Company’s negligence.  For avoidance of doubt, regardless of any contrary provision included herein, the Company shall not be liable for any loss or damage of any kind resulting from any of the following:

(a) the act, omission, neglect or default of the Customer or any person acting on their behalf;

(b) compliance with the Instructions given to the Company by the Customer or any other person entitled to give the same by the Customer, including appointment or use of Customer’s designated third party vendors or service providers (including but not limited to truckers, feeders, rail, carriers, warehouse or depot);

(c) illegal, false, inaccurate or insufficient description of Goods or other particulars provided by Customer, any person acting on their behalf for the Goods;

(d) insufficient packing or labelling of the Goods, or defective condition of packing except where such packing was provided by the Company;

(e) handing, loading, stowage or unloading of the Goods by the Customer, its designated third party vendors or service providers so specified by Customer, any person acting on their behalf;

(f) the nature of the Goods,  including but not limited to ordinary wear and tear and/or latent defect of the Goods, unless caused by the Company’s negligence;

(g) insufficient or inadequate marks on the covering of the Goods;

(h) loss or damage of the Goods whilst the Company is not in actual custody or control of the Goods;

(i) an Event of Force Majeure as defined in clause 9 herein or any other event which the Company cannot prevent its occurrence which causes the damage;

(j) any emergency measures taken by the Company in times of urgency;

(k) any act, neglect or default of the Customer; and

(l) any losses or damages arising from or caused by any kind of delays or late delivery of Goods.

3.3 Unless explicitly and separately agreed upon by the Company, the Company retains full and sole discretion to determine and to modify the means, routes, and procedures for handling, transporting, loading, unloading, storing, clearing, entering, delivering, distributing, or otherwise managing the goods. The Company also holds the authority to select third parties to perform these services, and such third parties shall be deemed as agents of the Customer. Any notice or communication by the Company regarding the selection or use of a specific entity or vendor does not guarantee the provision of services by that entity or vendor. For the avoidance of doubt, if any third party is designated or nominated by the Customer, the Company shall not in any event be held liable for any acts or omissions by the Customer’s designated third party vendors or service providers. 

3.4 As an additional limitation on the Company's liability, the Customer agrees that under no circumstances will the Company be held liable for any indirect, incidental, consequential, punitive, statutory, or special damages. This includes damages such as lost profits, income, or opportunities, even if the Company has been informed of the possibility of such damages, or for the acts or omissions of any other person. The limitations apply to all forms of liability, including but not limited to breach of contract, tort, negligence, willful or intentional acts or omissions.

3.5 If any part of the Goods is found damaged or lost during storage or in transit, the Company will contact the Customer about the specifics of the incident and/or damages. The Customer shall then immediately advise the Company of the appropriate actions to be taken, including but not limited to survey and salvage-related decisions and executions. Any claims made by the Customer must be subject to joint survey and the same must be presented in writing to the Company within 14 days after the Customer is notified of the occurrence of damage or loss. the Company may immediately inform the Customer of any discrepancy found between the Goods and the documentation received.  For avoidance of doubt, the party raising a complaint is responsible for providing evidence to support all claims of losses and damages.

3.6 Advice, information or Services provided by the Company gratuitously is provided on the basis that the Company did not accept any liability whatsoever, whether in tort or bailment or otherwise.

3.7 Under emergency situation, including but not limited to the situation dealing with unclaimed or undeliverable perishable goods or livestock, the Company will act in good faith and use its discretion to protect the Customer interest by taking appropriate actions, including but not limited to selling, liquidating, or otherwise salvaging any part of  the Goods. The Customer will hold the Company free from claims of any kind. Any perishable goods or live animals without immediate and clear disposition instructions may be sold or disposed of without notice at the sole discretion of the Company. Payment of net proceeds after deduction of charges is considered delivery.  The Customer remains solely responsible for the entire process, including waiting period, to dispose such goods, along with all associated charges and expenses. For avoidance of doubt, the Company has no obligation to forward, enter, clear, or arrange for disposal of such goods.

3.8 For the provision of Services and to the extent that the Company is liable, the Customer agrees that the maximum liability of the Company with respect to the losses and damages of the Goods in its provision of Services shall be limited to a lower amount of 666.67 SDR/per package (if no package, per customary freight unit) or SDR2/kg of the gross weight of the Goods related to the Claim.

3.9 The limitations and exclusions outlined in this Section 3 apply even if such limitation or exclusion results in the ineffectiveness of any otherwise available remedy and without regard to any performance or failure, or delay in performance, by the Company. For avoidance of doubt, the Company’s liability in case of any delay and the associated liability could not be excluded despite the terms of this Agreement, shall be limited to the service fees (eg. freight charges collected, exclusive of local demurrage or detention) for the Goods in question.

 

4 Tariff and Billing/Invoices

4.1 Unless otherwise agreed upon, the Customer shall pay to the Company charges based on the Company's regular tariff in exchange for the Services provided by the Company. The basic rate could change at any time without prior notification.

4.2 The Customer will get an invoice from the Company or directly from its third party vendor or service provider for the service charges associated with the Services rendered, and they must contact the Company within seven days if they have any questions or concerns about such invoice.  Regardless, the invoice must be promptly paid by the Customer to the Company and/or to the said third party vendors or service providers.

4.3 Unless otherwise expressly and separately agreed in an applicable credit agreement by the Parties, all amounts owed to Company must be paid in the lawful currency specified in Company’s (or its third vendor’s) invoices in immediately available funds, without abatement, counterclaim, set-off, recoupment, and free and clear of, and without any deduction or withholding for, any taxes, duties, confiscation, detention, or other matters. If any amount is not paid when due, it shall accrue interest until paid at one and one-half percent (1.5%) per month (19.72% per annum).

 

5 Indemnification

5.1 The Customer shall defend and indemnify the Company for any loss or liability, except those caused by the Company’s negligence, and hold it harmless from any charges, claims, damages (including but not limited to the third party damages as well as any bodily injury/death), liabilities, judgments, costs, fines, penalties, expenses, payments, or losses arising from or related to the following: (a) the Customer's breach of any representation, warranty, covenant, agreement, undertaking, consent, or waiver; (b) the Customer's failure to fulfill its payment or performance obligations to the Company or any other party; (c) the Customer's violation of any applicable laws or failure to disclose, correct, or complete required data or documents; (d) any claims brought by other parties, irrespective of Customer's negligence or fault. In the event that any legal action is taken against the Company, the Company will notify the Customer in writing to the address on record. 

5.2 However, the Customer's indemnity obligation will not apply if a court of competent jurisdiction issues a final, non-appealable judgment specifically attributing the charge, claim, damage, liability, judgment, cost, expense, payment, or loss directly and solely due to Company’s sole negligence or gross negligence or willful misconduct.

 

6 General Lien on Goods:

The Company holds a general lien on all property (including associated documents) currently in its or its agent’s possession, custody, control, or in transit.  This lien serves as security for all existing and future debts and obligations owed by the Customer to the Company. It is an additional right alongside other remedies available under agreements or applicable laws, and survives delivery or release of any part of Goods. The Company may withhold delivery or release of any property unless and until the Customer fully resolves or pays any indebtedness or obligation, even if unrelated to that specific property. In the event of unsatisfied indebtedness or obligations, the Company may exercise the rights and remedies of a secured party under the Uniform Commercial Code, in addition to other available rights and remedies. Any notice required to be given of a sale or other disposition made at least ten (10) days before a proposed action constitutes fair and reasonable notice. Any surplus from the sale or other disposition, after deduction for all sums owed to Company, shall be transmitted to Customer, and Customer shall be liable for any deficiency. 

 

7 Insurance

Customer agrees that the Company is under no obligation to take out nor maintain any insurance policy in relation to the Goods. Customer shall at its own cost provide all-risk insurance including but not limited to fire, marine, theft or perils to cover the Goods while in transit and in storage.

 

8 Force Majeure

8.1 In the Event of Force Majeure, both the Company and the Customer shall be excused from performing or delay in performing the Services and obligations contained herein.

8.2 Each Party agrees to give the other Party immediate oral notice of an Event of Force Majeure, stating its course and probable duration, followed by a written notice as soon as practical. Such Party shall notify the other Party immediately upon termination of such cause.

8.3 “Event of Force Majeure” as defined herein include acts of God such as fire, flood, explosion, typhoon, earthquake, sandstorm, windstorm, as well as other circumstances beyond the control of the Parties, such as infection disease, epidemic, pandemic, riots, calamities, strikes, lockout, labor shortage or dispute, war, or requests of government, accident, change of regulations or rules or law or government policy which renders a Party incapable of performing any of its obligations hereunder or resulting in an inability to obtain material, power, equipment or transportation from the occurrence of such circumstances, computer virus, the failure of the other Party, or any other unforeseen cause beyond the control of such Party, but not including any events involving or contributed by defects, natures, inherent vice of the Goods.

 

9 Time Bar for Claims

9.1 In the event of any act or omission by the Company, the Customer must adhere to the following requirements: (1) provide a preliminary notice of claim to the Company's office within fourteen (14) days from the date of the loss or incident that gave rise to the claim, and (2) submit a formal written sworn proof of claim within one hundred eighty (180) days from the date of the loss or incident. Failure to comply with these requirements will serve as a complete defense to any lawsuit or action initiated by the Customer, unless otherwise mandated by applicable Law.

9.2 Additionally, any lawsuit to seek recovery for a claim against the Company must be filed within one (1) year from the date of the delivery of the Goods or the date when the Goods should have been delivered.

 

10 Independent Contractor

Unless otherwise provided, save to the extent that the performance of Services are provided by the Company, its employees, affiliates, agents or subcontractors nominated, instructed or appointed by the Company in its entire sole discretion, the Company shall be an independent contractor and not an agent or employee of the Customer. The Company shall have exclusive control and management of its employees, affiliates, agents or subcontractors in the provision of the Services, and shall assume full responsibility for the acts and omissions of such persons only. The Company shall be entitled to subcontract all or any part of its obligations without obtaining consent from the Customer provided that the Company shall remain for the obligations under this Terms and Conditions.

 

11 Compliance with Laws and Regulations

11.1 The Company and the Customer shall observe and comply with all applicable local and national laws, rules, regulations, orders and decrees as may be enacted or amended from time to time.

11.2 If any legislation is compulsorily applicable to any business undertaken, this Terms and Conditions shall be read as subject to such legislation and nothing herein shall be construed as a surrender by the Company of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation.

 

12 Confidential Information

12.1 All documents and information, in whatever form, are generated and provided by the Company for the Customer only, and the Customer shall not pass or distribute any such document, or information to any third party without the Company’s written agreement. The Customer shall defend, indemnify and hold harmless the Company for all claims, lawsuits, demands, liability, loss, damage, costs and expenses howsoever caused by, arising out of or in connection with any other person relying on such advice or information.

12.2 The Company and the Customer agree to keep confidential each other’s trade secrets, information, data and documents obtained or received under or by reason of Services provided herein, including but not limited to the procedures, business operations. Neither Party shall make any disclosure of the Confidential Information without written consent of the other Party unless and to the extent that such disclosure is required by law or regulatory requirements. 

 

13 Governing Law

These Terms and Conditions shall be governed by the laws of the State of California, USA, without considering conflict of law principles. The Customer irrevocably consents to the non-exclusive jurisdiction and venue of federal or state courts in Los Angeles, USA, for any disputes between the Customer and the Company. Such proceedings may be commenced and transferred to these courts. The Customer also consents to the commencement and transfer of venue to any other jurisdiction in which the Company is involved in legal action. The Customer waives any defenses based on inconvenience of forum in any actions initiated or transferred to the specified venues. Notwithstanding the above, this provision does not limit the Company’s right to file collection or other commercial claims against the Customer in the jurisdiction where the Customer or its principals, subsidiaries, or affiliates are located.

 

14 Miscellaneous Terms

14.1 Conflict Between Documents.  If these Terms and Conditions directly and materially conflict with the terms of a Transport Document issued by the Company, the Transport Document shall control, to the extent of the any inconsistency.  If any part of these Terms and Conditions is held invalid or unenforceable in a jurisdiction by a final, non-appealable judgment, the judgment does not affect the validity or enforceability of any other part of these Terms and Conditions in that jurisdiction or of any part of these Terms and Conditions in another jurisdiction. 

14.2 Services as agent. 

      Where and to the extent that the Company acts as an agent, it has the express authority of the Customer to: (a) enter into contracts with third parties on the Customer’s behalf as may be necessary or desirable to fulfil the Customer's Instructions, whether such contracts are subject to the trading conditions of such third parties, or otherwise, including any bill of lading issued by such third parties, and the Company will sign such contract for and on behalf of the customer as agent only; and (b) do such acts so as to bind the Customer by such contracts.   Further, where and to the extent that the Company acts as an agent: (a) it acts solely on behalf of the Customer in securing contracts with the third parties referred to in subclause 9(a) above, so that direct contractual relationships are between the Customer and such third parties; and (b) it shall not be liable for the acts and omissions of such third parties.

Unless the Company has expressly agreed to act as agent, to the extent that the performance of Services are provided by the Company, its employees, affiliates, agents or subcontractors nominated, instructed or appointed by the Company in its entire sole discretion, the Company shall be an independent contractor and not an agent or employee of the Customer. The Company shall have exclusive control and management of its employees, affiliates, agents or subcontractors in the provision of the Services, and shall assume full responsibility for the acts and omissions of such persons only. The Company shall be entitled to subcontract all or any part of its obligations without obtaining consent from the Customer provided that the Company shall remain for the obligations under this Terms and Conditions.

14.3 Severability.  In the event any provision(s) of the Terms and Conditions is invalid, illegal or unenforceable, that provision shall, to the minimum extent required, be deemed deleted and the validity, legality and enforceability of the remainder of that and all other provisions of the Terms and Conditions will not be affected and will remain in full force and effect. The Company's decision to waive any provision(s) herein, either by conduct or otherwise, will not be deemed to be a further or continuing waiver of such provision(s) or to otherwise waive or invalidate any other provisions herein

14.4 Intellectual Property.  The Company’s intellectual provided, demonstrated or used in connection with any services, including databases, software, web pages, programs, processes and procedures, reports, manuals, presentations, patents, trademarks, copyrights, trade secrets, service marks, know-how and any other similar rights or intangible assets recognized under applicable Law, whether registered or unregistered (all of the foregoing, including source codes and similar information, “Intellectual Property”), which was/were developed and maintained at great expense, is of great value to the Company, is confidential and proprietary, and shall remain the sole and exclusive property of the Company at all times. Without the Company’s prior written consent, Customer shall neither directly nor indirectly attempt to or actually disclose, use, re-create, duplicate, decode, alter, change, disassemble, decompile, or reverse engineer any Intellectual Property. Customer acknowledges and agrees that a violation of any of the foregoing shall cause irreparable harm to the Company.