Terms and Conditions:
Expeditors Tradewin LLC Terms and Conditions
- Services Provided. Expeditors Tradewin LLC ("Tradewin") will provide global logistic consulting services as described in the attached proposal (the "Services") to Customer subject to these terms and conditions (the "Agreement"). Tradewin may engage other parties ("Subcontractors") to provide some or all of the Services. Tradewin will use 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. 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 U.S. Customs. Except for Tradewin divisions which specialize in reclaim entries, Tradewin does not sell or otherwise provide Customer with U.S. Customs Bonds. Customer acknowledges that because of changes in the law, Services rendered by Tradewin may not be 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 to update the Services.
- Payment. Unless otherwise set forth in the attached 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 and Customer is responsible for Tradewin's attorney fees or other expenses in connection with the collection of any overdue amounts.
- 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, 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 this 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 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.
- 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 this 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 this Agreement, because 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 reasonable attorneys' fees, arising from a third party claim against Tradewin to the extent that such third party claim is based on a breach of this Agreement by Customer or the negligent acts or omissions of the 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, INDIRECT, SPECIAL, MULTIPLE OR PUNITIVE DAMAGES. TRADEWIN'S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER IN THE LAST THREE (3) MONTH PERIOD FOR THE PARTICULAR PROJECT IN WHICH THE DAMAGES AROSE. NO SUIT TO RECOVER FOR ANY CLAIM OR DEMAND HEREUNDER SHALL IN ANY EVENT BE MAINTAINED AGAINST TRADEWIN UNLESS A WRITIEN STATEMENT AND PROOF OF CLAIM IS PRESENTED TO TRADEWIN WITHIN SIXTY (60) DAYS FROMTHE DATE OF DISCOVERY OF THE CLAIM AND ANY SUIT TO RECOVER FOR ANY CLAIM MUST BE INSTITUTEDWITHIN 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. This Agreement is governed by and construed in all respects in accordance with the laws of the State of Washington, without regard to conflicts of laws principles. The parties agree that all disputes arising as a result of or in connection with this Agreement will be brought in the state or federal courts located in Seattle, Washington.
- General. This Agreement can be modified or amended only by written agreement signed by the parties. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the Term, the provision will be fully severable and this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement and the remaining provisions will remain in full force and effect. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement is not a waiver of any further right under this Agreement. This Agreement and the attached proposal contain the complete agreement between the parties concerning the subject matter and supersede all prior communications between the parties relating to the Services.