These Logistics Services Terms and Conditions apply in accordance with the terms hereof to all logistics services arranged by International Parcel Shipping, a Delaware limited liability company ("IPS") unless and until superseded by a written agreement signed by an authorized representative of IPS and Merchant. For purposes of these Terms and Conditions, “Merchant” shall mean any entity requesting, receiving or otherwise benefiting from logistics services subject to these Terms and Conditions including, but not limited to, any shipper, consignor, bill-to party, consignee, receiver, and any person with an interest in goods with respect to which logistics services are provided hereunder. IPS and Merchant may be referred to collectively as the “Parties” or individually as a “Party.” Merchant’s assent to the terms hereof may be evidenced by Merchant’s acceptance of a bill of lading, manifest, receipt, completion of onboarding registration, or other documentation including or incorporating these Terms and Conditions or by tender of Goods to or acceptance of Goods from IPS or a Transportation Service Providers retained by IPS in accordance with the provisions hereof.

1. Logistics Services. IPS will arrange for transportation and logistics services with respect to certain of Merchant’s goods (“Goods”) with third party carriers or logistics companies arranging for air, motor and/or rail transportation (including intermodal transportation via such modes) with such carriers and third party logistics providers (collectively, the "Services") referred to herein as “Transportation Service Providers”. Where Merchant is not the owner or sole owner of the Goods, Merchant warrants that it has the authority of all persons or companies owning or having interest in the Goods to contract on their behalf for the Services to be provided hereunder, and Merchant is deemed for all purposes to be the agent of such persons. Both Merchant and IPS shall respectively comply with all applicable laws, rules and regulations relating to the performance or receipt of the Services. Merchant acknowledges and agrees that in no event will IPS be considered the actual “carrier” of Goods transported hereunder.

2. Receipts and Bills of Lading. Each shipment of Goods made pursuant to these Terms and Conditions may be evidenced by a bill of lading, air waybill or similar documentation. Merchant will be bound by the provisions of the bill of lading, air waybill or other underlying documentation issued by any Transportation Service Provider transporting or arranging for transport of Goods hereunder. Merchant shall not designate IPS as the “carrier” on any bill of lading or air waybill.

3. Payments. Except as otherwise agreed, payment for all services is due at the time of shipment acceptance. IPS may impose a service charge of 1½% per month (or, if less, the highest lawful rate) on any amount not paid when due. Neither IPS nor any Transportation Service Provider shall be required to collect freight charges or cash on delivery charges from any consignee or customer of Merchant.

4. Transportation Service Providers. Merchant authorizes IPS to arrange for transportation or logistics services for the Goods with the Transportation Service Providers. IPS shall use commercially reasonable efforts to ensure that the Transportation Service Providers maintain any licenses and permits required by applicable governmental authorities. Merchant acknowledges that the Transportation Service Providers are independent contractors with exclusive control over their respective employees, and not agents, employees or authorized representatives of IPS.

5. Insurance. IPS shall comply with all insurance and bonding requirements imposed upon it by law.

6. Cargo Loss. The rights and obligations of Merchant with respect to loss, damage or delay of Goods will be governed by the terms and conditions of the applicable bill of lading, air waybill or other agreement governing transportation services by Transportation Service Providers and Merchant acknowledges and agrees that Transportation Service Providers may limit liability with respect to loss of or damage or delay to Goods. IPS shall have no liability for cargo loss, damage, delay or shortage except to the extent such claims are caused by IPS’s negligent or willful acts or omissions. IPS’s liability for any such claim shall be limited to the same extent as the underlying Transportation Service Provider with respect to the Goods at issue, if any, or, if there is no limitation in place or no Transportation Service Provider is liable on the same claim, then to the amounts paid by Merchant to IPS with respect to Services provided with respect to the affected Goods. IPS will reasonably assist Merchant with respect to filing claims with Transportation Service Providers, but Merchant is solely responsible for ensuring that claims and lawsuits are filed with or against Transportation Service Providers within the timeframes established by the Transportation Service Provider or the otherwise applicable statute of limitation.

7. Indemnification.
7.1 By IPS. IPS shall indemnify, defend and save Merchant, its employees, and agents harmless from and against any and all liability, claims, loss, costs, fines, penalties, expenses (including attorney’s fees), judgments, or demands on account or damage of any kind whatsoever, including but not limited to personal injury, property damage, or any combination thereof, suffered or claimed to have been suffered by any person or persons, arising out of IPS’s Services provided in connection with these Terms and Conditions to the extent such claim is caused by (1) the negligence or intentional misconduct of IPS; (2) IPS’s or its employees’ violation of applicable laws or regulations; or (3) IPS’s or its employees’ breach of these Terms and Conditions. The foregoing notwithstanding, IPS shall have no liability to Merchant under this provision, or otherwise owe any obligation to Merchant under this provision, to the extent such liabilities or obligations are the result of or arise from the negligence or other wrongful conduct of Merchant.

7.2 By Merchant. Merchant shall indemnify, defend and save IPS, its employees, and agents harmless from and against any and all liability, claims, loss, costs, fines, penalties, expenses (including attorney’s fees), judgments, or demands on account or damage of any kind whatsoever, including but not limited to personal injury, property damage, cargo damage, or any combination thereof, suffered or claimed to have been suffered by any person or persons, arising out of Services under these Terms and Conditions to the extent such claim is caused by (1) the negligence or intentional misconduct of Merchant, its agents, contractors or employees; (2) Merchant’s or its employees’ or agents’ violation of applicable laws or regulations; or (3) Merchant’s or its employees’ or agents’ breach of these Terms and Conditions. The foregoing notwithstanding, Merchant shall have no liability to IPS to the extent such liability, claims or loss are the result of the negligence or other wrongful conduct of IPS.

8. Hazardous Materials. Merchant will provide IPS with advance written notice of the proposed shipment of any hazardous material dangerous goods as those terms are defined in applicable laws, rules, regulations, treaties or standards (“Hazardous Materials”) together with a copy of all documentation for that Hazardous Material that fully complies with all applicable laws, rules and regulations. IPS reserves the right to refuse to transport Hazardous Materials for any reason or no reason at all. Merchant will indemnify, defend and hold harmless IPS and each Transportation Service Provider, their officers, employees, agents and insurers, against all claims, liabilities, losses, fines, legal fees and other expenses arising out of contact with, exposure to or release of any Hazardous Material, including without limitation fines or expenses relating to the removal or treatment of that Hazardous Material or any other remedial action pertaining to that Hazardous Material, if (a) Merchant fails to provide the notice required by this Section at least forty-eight (48) hours prior to tendering the Hazardous Material; or (b) the contact, exposure or release results from improper packaging or loading or any acts or omissions of Merchant, its employees or agents.

9. Force Majeure. Neither Party, nor any Transportation Service Provider utilized hereunder, will be liable for failing to perform or discharge any obligation hereunder where caused by acts of God, labor disorders, fire or other casualty, closing of the public highways, governmental interference or other causes beyond the affected entity's reasonable control.

10. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY OR ANY TRANSPORTATION SERVICE PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR BUSINESS INTERRUPTION, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. THE AGGREGATE AND CUMULATIVE LIABILITY OF IPS HERETO FOR DIRECT AND PROVEN DAMAGES SHALL IN NO EVENT EXCEED THE AMOUNTS PAID BY MERCHANT HEREUNDER.

11. Privacy. IPS may collect certain information as required by law to facilitate a Transportation Service Provider’s handling of the Goods, transmit data to a government body and/or comply with U.S. export control laws or compulsory law of other jurisdictions, as may be required to complete a contract of carriage in accordance with these Terms and Conditions. Such data will be retained by IPS as reasonably necessary to comply with applicable law. IPS may also collect and use such data as part of it opening an account on behalf of Merchant, for general administrative processes and otherwise in performing services contemplated herein. Merchant consents to such disclosures of information and/or data, and represents and warrants that it has obtained consent of all persons on whose behalf Merchant transmits data to IPS.

12. Miscellaneous. The parties acknowledge and agree that the relationship of IPS and Merchant is that of independent contractor and no other relationship is created. These Terms and Conditions shall be construed and enforced according to Delaware law without regard to its conflict of law provisions and, to the extent applicable, federal law. Each Party hereby irrevocably waives any and all rights to a trial by jury in any action or proceeding arising directly or indirectly hereunder. If any provision in these Terms and Conditions is held unenforceable or violates any applicable law, that provision will be ineffective to the extent of the violation without invalidating any other provision herein, unless the invalid provision relates to the charges for Services.