Terms and Conditions:
Expeditors Tradewin Terms and Conditions
- Services Provided. Expeditors Tradewin ("Tradewin") will provide logistic consulting services (the "Services") as described in the attached proposal (the "Proposal") to the Customer identified in the Proposal ("Customer") (Tradewin and Customer hereinafter jointly referred to as "Parties" and individually as "Party"), subject to these terms and conditions (the "Terms and Conditions"). The Proposal and the Terms and Conditions shall hereinafter jointly be referred to as the "Agreement". Tradewin may engage other parties ("Subcontractors") to provide some or all of the Services to the Customer, on behalf of Tradewin. Tradewin will take into account reasonable care in the selection of Subcontractors.
- Customer Obligations.Customer will furnish to Tradewin, in a timely manner, all information and documents necessary or useful to provide the Services, and Customer warrants the accuracy and completeness of such information and documents. Customer is responsible for knowing and complying with all laws, government regulations, and interpretations, as updated from time to time regardless of the Services provided by Tradewin. Unless explicitly agreed in writing to the contrary: (a) Customer is solely responsible for compliance with the most current laws, regulations and interpretations, and (b) Customer is solely responsible for furnishing any required bonds to any applicable government entity. Tradewin does not sell or otherwise provide Customer with customs bonds. Customer acknowledges that because of - possible - changes in inter alia the law, the Services as rendered by Tradewin may not be fully or partially suitable for future use by Customer without updating. Unless explicitly agreed in writing and signed by Tradewin and Customer, Tradewin shall have no ongoing obligation towards Customer and/or third parties to update the Services.
- Payment.Unless otherwise set forth in the Proposal, Tradewin will invoice Customer monthly for fees due for the Services and payment is due within 30 days of the invoice date. Any overdue amounts are subject to 1.5% interest per month. Furthermore, Customer obliges itself to pay Tradewin's the reasonable costs such as attorney fees or other expenses in connection with the collection of any overdue amounts to be paid by Customer.
- Confidentiality. . "Confidential Information" includes all written information furnished or made available directly or indirectly by one Party to the other which is marked confidential, restricted, and proprietary or with a similar designation, or information that by its nature would be considered confidential. The Parties agree that any Confidential Information provided under the Agreement must be maintained in strict confidence. Each Party agrees to protect the Confidential Information of the other Party in a manner consistent with the protections used to protect its own Confidential Information, but in no event will any Party observe less than a reasonable standard of care. If either Party becomes aware of any actual or possible unauthorized use or disclosure of any Confidential Information, that Party must notify the other Party thereof as soon as reasonably possible.
- Proprietary Rights. In the course of providing the Services, Tradewin may use its proprietary technology, programs, processes, report formats and other materials (the "Proprietary Materials"). Tradewin retains all intellectual property rights, including any patents, copyrights, trade secrets, trade marks, trade names, or other intellectual property, in the Proprietary Materials and no license rights are granted under the Agreement. Customer may not reproduce, publish, modify, disassemble, decompile, reverse engineer, or create derivative works of the Proprietary Materials.
- Indemnification by Customer. Notwithstanding any other provisions of the Agreement, considering that Customer is engaged in activities over which Tradewin has no control, Customer will indemnify and defend Tradewin against any and all claims, losses, damages and expenses, including its reasonable attorneys' fees, arising from a third party claim against Tradewin to the extent that such third party's claim is based on a breach of the Agreement by Customer, which includes the negligent acts or omissions of Customer, its officers, employees, and agents.
- Indemnification by Tradewin.Tradewin shall indemnify Customer for any claims, losses, damages and expenses that arise from the (i) death or injury to persons or (ii) property damage of third parties that are a result of the negligent acts of Tradewin when performing its obligations under this Agreement.
- Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL (INCLUDING LOST PROFITS), INDIRECT, SPECIAL, MULTIPLE OR PUNITIVE DAMAGES WHATSOEVER. TRADEWIN'S AGGREGATE LIABILITY IN CONNECTION WITH THE AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER TO TRADEWIN IN THE LAST THREE (3) MONTH PERIOD FOR THE PARTICULAR PROJECT IN WHICH THE RESPECTIVE DAMAGES AROSE. NO SUIT TO RECOVER FOR ANY CLAIM OR DEMAND HEREUNDER SHALL IN ANY EVENT BE MAINTAINED AGAINST TRADEWIN UNLESS A WRITTEN STATEMENT AND PROOF OF CLAIM IS PRESENTED TO TRADEWIN WITHIN SIXTY (60) DAYS FROM THE DATE OF DISCOVERY OF THE CLAIM AND ANY SUIT TO RECOVER FOR ANY CLAIM MUST BE INSTITUTED WITHIN TWELVE (12) MONTHS AFTER COMPLETION OF THE SERVICES. TRADEWIN IS NOT LIABLE FOR THE CONSEQUENCES OF ANY ACTION TAKEN, OR FINES OR PENALTIES ASSESSED, BY ANY GOVERNMENTAL AGENCY AGAINST CUSTOMER.
- Governing Law.The Agreement is governed by and construed in all respects in accordance with the laws of the Netherlands. The Parties agree that all disputes arising as a result of or in connection with the Agreement will be brought before the competent court located in Haarlem, the Netherlands.
- General. The Agreement can be modified or amended solely by written agreement signed by the Parties. If any provision of the Agreement is held to be illegal, invalid and/or unenforceable under present or future laws effective during the term of the Agreement, the other provisions of the Agreement remain applicable in full. Parties will, as soon as reasonably possible, replace any illegal, invalid and/or unenforceable provision with a valid and enforceable provision, which has the same or a comparable meaning as the invalid and/or unenforceable provision. The waiver or failure of either Party to exercise in any respect any right provided for in the Agreement is not a waiver of any further right under the Agreement. The Agreement contains the complete agreement between the Parties concerning the Services and supersedes all prior communications (including any previous proposals) between the Parties relating to the Services.