Terms & Conditions of Service

All services provided or performed by Ram International (“RAM”) are subject to these terms and conditions, which shall comprise the entire agreement between the parties, except as to any duly executed amendments, confirmations, or load agreements, between the parties. “Customer” shall mean and include any exporter, importer, sender, receiver, owner, shipper, consignor, consignee, transferor, or transferee of any Shipment(s) for which services are provided by RAM. Customer expressly agrees to operate according to and be bound by the following terms and conditions. The term “Shipment” or “Shipments” as used herein shall be included but not be limited to: receiving, storing, warehousing, distribution, consolidation, break bulk, cross-docking, customs clearance, trucking, forwarding, brokering, carriage, whether via air, ocean, road, or otherwise, and any and all other services provided by RAM on behalf of its customers which term is to be liberally and broadly construed.

1. SERVICES BY THIRD PARTIES. Unless RAM carries, stores, or otherwise physically handles the Cargo (defined as any and all freight or Cargo tendered), and loss, damage, expense, or delay occurs during such activity, the Customer agrees that RAM shall not be liable or responsible for any loss, damage, expense, or delay to the Cargo except subject to the limitations of paragraphs 8 through 10 below. RAM undertakes only to use reasonable care in the selection of carriers, truckmen, forwarders, customs brokers, agents, warehousemen, and others to whom RAM may entrust the Cargo for transportation, cartage, handling, delivery, and/or storage or otherwise. All third-party service providers and Subcontractors are independent contractors of RAM.

2. LIABILITY LIMITATIONS OF THIRD PARTIES. RAM is authorized to select and engage carriers, truckmen, lightermen, forwarders, customs brokers, agents, warehousemen, and others, as required, to transport, store, deal with, and deliver the Cargo, all of whom shall be considered as the agents of the Customer, and the Cargo may be entrusted to such agents, subject to all limitations of liability of paragraphs 8 through 10 below. The Customer agrees that RAM shall under no circumstances be liable for any loss, damage, expense, or delay to the Cargo for any reason whatsoever when said Cargo is in the custody, possession, or control of third parties selected by RAM to forward, enter and clear, transport, or render any other services with respect to the Cargo.

3. CHOOSING ROUTES OR AGENTS. Unless express written instructions are received from the Customer and accepted by RAM, RAM or its subcontractor, has complete freedom in choosing the means, route, and procedure to be followed in the handling, transportation, and delivery of the Cargo. Notification by RAM to the Customer that a particular person or firm has been selected to render services with respect to the Cargo shall not be construed to mean that RAM warrants or represents that such person or firm will render such services and RAM shall not be liable for any loss, damage, expense, or delay to the Cargo for any reason whatsoever in the event a different person or firm provides such services.

4. LIMIT ON QUOTATIONS AND ESTIMATES. Quotations as to fees, rates of duty, freight charges, insurance premiums, or other charges given by RAM to the Customer are for informational purposes only and are subject to change unless or until accepted in writing, within five days from the date of quotation. Following acceptance of a quotation, if RAM determines that the services cannot be completed as contemplated, it may terminate the quotation and offer a replacement.

5. DUTY TO FURNISH INFORMATION. (a) With respect to an import of Cargo into the United States, at a reasonable time prior to entry of the Cargo for U.S. Customs, the Customer shall furnish RAM with invoices in proper form and other documents necessary or useful in the preparation of the U.S. Customs entry. In addition, the Customer shall furnish such further information as may be required to establish, inter alia, the dutiable value, the classification, the country of origin, the genuineness of the Cargo and any mark or symbol associated with the Cargo, the Customer’s right to import and/or distribute the Cargo, and the admissibility of the Cargo, pursuant to U.S. law or regulation. If the Customer fails to timely furnish such information or documents, in whole or in part, as may be required to complete U.S. Customs entry or comply with U.S. laws or regulations, or if the information or documents furnished are inaccurate or incomplete, RAM shall be obligated only to use RAM’s reasonable judgment in connection with the Shipment and in no instance shall RAM be charged with knowledge by the Customer of the true circumstances to which such inaccurate, incomplete, or omitted information or document pertains. The Customer hereby appoints RAM to be the attorney in fact for the Customer in connection with the execution of any bond that may be required by U.S. Customs for the production of any document or the performance of any act. Where a bond is required by U.S. Customs, the Customer shall be deemed bound by the terms of the bond even in the event that the bond is executed by RAM as principal, with the understanding that RAM entered into such undertaking at the instance and on behalf of the Customer, and the Customer shall indemnify and hold RAM harmless from and against all damages, costs, and/or losses that may result in connection with any breach of the terms of the bond.
(b) With respect to an export of Cargo from the United States, at a reasonable time prior to the export of the Shipment, the Customer shall furnish to RAM the commercial invoice for the Cargo, in proper form and number, a proper consular declaration, and weights, measures, values, and other information in the language of and as may be required by the laws and regulations of the United States and the country of destination of the Cargo. (c) With respect to an export or an import of Cargo, RAM shall not in any way be responsible or liable for increased duty, penalty, fine, or expense unless same is caused by the negligence or gross misconduct of RAM. RAM’s liability to the Customer under this paragraph shall be specifically governed and limited by the provisions of paragraphs 6 through 10 below. Customer shall be bound by and hereby warrants the accuracy of all invoices, documents, and information furnished to RAM by the Customer or the Customer’s agent for export, entry, or other purposes and the Customer agrees to indemnify and hold harmless RAM from and against any increased duty, penalty, fine, expense (including attorneys’ fees), loss, and/or damages resulting from any inaccuracy, incomplete statement, omission, or failure to make timely presentation, even if not due to any negligence or misconduct of the Customer.

6. DECLARATION OF VALUE. The Customer acknowledges that RAM’s subcontractors, including truckers, carriers, warehousemen, and others with whom the freight may be entrusted (hereinafter “Subcontractors”) generally establish limits on their liability for loss or damage to the Cargo unless a higher value is declared, in the circumstance that Subcontractor accepts such higher value, and an additional charge is paid to the Subcontractor in consideration for its acceptance of increased liability with respect to the Cargo. The Customer agrees that RAM is not responsible for requesting or obtaining such increased limit of liability from any Subcontractor until and unless (i) RAM receives specific written instructions from the Customer to pay such higher charge based on the valuation of the Cargo and (ii) the Subcontractor accepts such higher declared value. If either one or both of items (i) and (ii) of the immediately preceding sentence does not occur, the valuation placed by the Customer on the Cargo shall be considered solely for export or customs purposes and the Cargo will be delivered to the Subcontractors subject to the limitations of liability set forth in paragraphs 8 through 10 below with respect to any claim against RAM and subject to the provisions of paragraph 2 above.

7. INSURANCE. RAM will make reasonable efforts to effect marine, fire, theft, and other insurance for the Cargo only after receipt by RAM of the Customer’s specific written instructions in sufficient time prior to shipment from point of origin. Such written instructions to RAM shall specifically designate the kind and amount of insurance being requested and include an agreement to pay all resulting premiums. RAM does not undertake or warrant that such insurance can or will be placed. Customer is encouraged to obtain the Customer’s own open marine policy to protect its property and is advised that there is no guarantee of any insurance coverage whatsoever on the subject Cargo. Any insurance placed shall be governed by the certificate or policy issued and will be effective only if and when accepted by such insurance company or underwriter. Should an insurer dispute liability for any reason, the Customer shall have recourse against the insurer only and RAM shall not be under any responsibility or liability in relation thereto, notwithstanding the fact that the premium upon the policy may be less than the rate charged by RAM to the Customer or that the Shipment was insured under a policy in the name of RAM. Premiums for insurance and any and all fees charged by RAM for arranging said insurance shall be paid by the Customer. If for any reason the Cargo is held in a warehouse or elsewhere, the same will not be covered by any insurance unless RAM receives specific written instructions from the Customer to obtain insurance for the Cargo. Unless specifically agreed in writing, RAM assumes no responsibility to effect insurance on any shipment.

8. LIMITATION OF LIABILITY. The Customer agrees that RAM shall in no event, specifically including, but not limited to, RAM acting as a bailee in the event of a bailment, be liable for any loss, damage, expense, or delay to the Cargo resulting from the negligence or gross misconduct of RAM for any amount in excess of $50 per shipment. Any partial loss or damage for which RAM may be liable shall be adjusted pro rata on the basis of such value. The Customer hereby agrees that the limitation of liability as set forth herein has been negotiated by the Customer with RAM and that such limitation is reasonable under the circumstances surrounding this Agreement. The Customer has the option of paying a special compensation to increase the liability of RAM in excess of $50 per Shipment in case of any loss, damage, expense, or delay from causes which would make RAM liable, but such option may be exercised only by specific written agreement made with RAM prior to shipment which agreement shall indicate the limit of RAM’s liability and the special compensation for the added liability to be assumed by RAM. RAM shall in no event be liable for any loss, damage, expense, or delay due to any strike, lockout, civil commotion, war-like operation, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, the inherent vice or nature of the Cargo, “act of god,” or other cause beyond the reasonable control of RAM. RAM warrants, regarding perishable cargo, to exercise due diligence to maintain the air temperature to the cargo within a range of plus or minus 5 degrees Fahrenheit of the temperature requested in writing by the Customer, but this warranty does not affect RAM’s liability hereunder.

9. PRESENTING CLAIMS. Subject to the provisions of paragraph 8, the following limitations shall apply to the presentation of claims. Unless otherwise provided by federal law, RAM shall not be liable for any act, omission, or default by RAM in connection with a Shipment unless a claim therefor shall be presented to such RAM at RAM’s office within thirty (30) days, and in the case of perishable cargo, twenty-four (24) hours from delivery. Wherein any other law might apply, under no circumstance may any claim be filed more than nine months from the date of delivery or the date of anticipated delivery. Notwithstanding anything in the previous sentence, if the Shipment is covered by a airway bill or bill of lading, the terms and conditions of the airway bill or bill of lading shall apply, specifically including, but not limited to, the time periods set forth therein for presenting written claims for damage, loss, or non-delivery or any other act, omission, or default by RAM in connection with a Shipment. All claims presented to RAM must include a written statement to which sworn proof of claim shall be attached and include a specification of the damages to the Cargo, identification of the subject shipment by BOL or other RAM identifier, and include a specified, all-inclusive amount of monetary recovery sought. Notwithstanding the foregoing, no suit to recover for any claim or demand hereunder shall in any event be maintained against RAM unless instituted within six (6) months after presentation of a claim or within the time period specified in the terms and conditions of the airway bill or bill of lading governing the shipment, whichever is longer. No agent or employee of RAM shall have authority to alter or waive any of the provisions of this clause.

10. NO SPECIAL, CONSEQUETNIAL, OR PUNITIVE DAMAGES. Subject to the provisions of paragraph 8 above, the Customer agrees that (i) any claim or demand for loss, damage, expense, or delay shall be only against the carriers, truckmen, lightermen, forwarders, customs brokers, agents, warehousemen, or others in whose actual custody or control the Cargo may be at the time of such loss, damage, expense, or delay, and (ii) that RAM shall not be liable or responsible for any claim or demand from any cause whatsoever, unless in each case the Cargo were in the actual custody or control of RAM and the damages alleged to have been suffered be proven to have been caused by the gross negligence or gross misconduct of RAM, its officers, or its employees, in which event the limitations of liability set forth in paragraph 8 and the requirements of paragraph 9 shall apply. Notwithstanding paragraph 8 above, RAM shall not in any circumstances be liable for incidental, consequential, or punitive damages or damages arising from loss of profit.

11. Advancing Money. RAM shall not be obligated to incur any expense, guarantee any payment, or advance any money in connection with the importing, forwarding, transporting, insuring, storing, or coopering of the Cargo, except to the extent that the Customer specifically requests such services pursuant to the terms of this Agreement and to the extent the funds have been previously provided to RAM by the Customer on demand. RAM shall be under no obligation to advance freight charges, customs duties, or taxes on any Shipment. Notwithstanding the foregoing, in the event RAM elects, at its sole option and discretion, to advance money on behalf of the Customer, the Customer shall reimburse RAM for such advance in full promptly upon demand. No advance by RAM of the charges described in this paragraph shall be deemed or construed as a waiver of the provisions of this paragraph. Any funds advanced by RAM, shall be payable pursuant to the terms of this Agreement and every other invoice of RAM, and shall be subject to penalties, and interest provisions provided herein.

12. INDEMNIFICATION. In the event that any party, carrier, person, legal entity, or governmental agency makes a claim or institutes legal action against RAM for ocean or other freight charges, duties, fines, penalties, damages, liabilities liquidated damages, or other money due arising from Services of RAM, the Customer agrees to indemnify and hold harmless RAM for any amount RAM may be required to pay such carrier, other person, or governmental agency together with reasonable expenses, including attorneys’ fees, incurred by RAM in connection with defending such claim or legal action and obtaining reimbursement from the Customer. The confiscation or detention of the any part or all of the Shipment by any governmental authority shall not affect or diminish the liability of the Customer to RAM to pay all charges or other money due pursuant to this Agreement. Such charges or other money due must be paid by the Customer promptly on demand.

13. C.O.D. SHIPMENTS NOT ACCEPTED. RAM will not accept any COD or Cash On Delivery shipments pursuant to this Agreement. RAM shall have no liability for any claim related to COD services absent a separate signed agreement expressly providing therefore, in which case RAM’s liability shall be limited to the amount of its charges for the COD service.

14. LIEN RIGHTS. RAM shall have a general lien on any and all property of the Customer in RAM’s possession, custody, control, or for which RAM has provided Services, including but not limited to all Cargo, for all claims for charges, expenses, or advances incurred by RAM in connection with any shipments of the Customer. If such claim remains unsatisfied for thirty (30) days after demand for payment of the claim is made, RAM may sell at public auction or private sale, upon twenty (20) days written notice by registered mail (R.R.R.) to the Customer, the Cargo and other property of the Customer in RAM’s possession, custody, or control, or so much thereof as may be necessary to satisfy such lien, and apply the net proceeds of such sale to the payment of the amount due to RAM. Any surplus from such sale shall be tendered to the Customer, and the Customer shall be liable for any deficiency in the sale. Additionally, RAM may exercise any and all remedies that may be available to it under federal law.

15. COMPENSATION OF COMPANY. The compensation paid to RAM for RAM’s services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by RAM to transport and deal with the Cargo and such compensation shall be exclusive of any brokerage, commission, dividend, or other revenue that may be received by RAM from carriers, insurers, and others in connection with the Shipment. On ocean exports, upon request, RAM shall provide a detailed statement of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any suit for collection of RAM’s charges against the Customer, the prevailing Party shall be entitled to receive the expenses of collection and/or litigation, including reasonable attorneys’ fees at trial and appellate levels. All sums payable to RAM are due when incurred and shall be paid without offset or deduction of any kind including claims whether then pending or not. All invoices are due in full, without reduction or setoff within ten (10) days of receipt. All disputes of any invoice must be made within ten days or for all time are waived. Failure to deliver payment to RAM in full for each invoice within ten (10) days shall result in the application of a liquidated damages in the amount of fifteen (15%) percent of the total balance owed to RAM by customer, in addition to interest at the greatest legally permissible rate, or 18% per annum.

16. NO RESPONSIBILITY FOR GOVERNMENTAL REQUIREMENTS. It is the responsibility of the Customer to know and comply with the marking requirements of the U.S. Customs Service, the regulations of the U.S. Food and Drug Administration, and all other requirements pertaining to the Cargo, including, but not limited to, requirements pursuant to any treaty or pursuant to laws and regulations of any international organization, federal, state, or local entity, or agency of any port of origin or delivery, within or without the United States, at which port the Customer’s Cargo is handled by RAM. RAM shall not be responsible for action taken or fines or penalties assessed by any governmental entity against the Shipment and/or the Customer due to the Customer’s failure to comply with the laws, requirements, or regulations of any governmental entity or a notification issued to the Customer by any such entity. RAM is authorized to surrender the Shipment or any part thereof to any such governmental entity upon request by such governmental entity for alleged violations of such laws, requirements, or regulations, without liability therefor.

17. INDEMNITY AGAINST LIABILITY ARISING FROM THE IMPORT OR EXPORT OF CARGO. Customer agrees to indemnify and hold RAM harmless from any claims and/or liability arising from the import or export of a Shipment of Cargo which violates any treaty or the laws or regulations of any international organization, federal, state, and/or local entity and/or agency of any port of origin or delivery, within or without the United States, and further agrees to indemnify and hold RAM harmless against any and all liability, loss, damage, cost, claim, and/or expense, including but not limited to attorneys’ fees, that RAM may hereafter incur, suffer, or be required to pay by reason of any claim by any governmental entity or private party. In the event that any action, suit, or proceeding is brought against RAM by any governmental entity or any private party, RAM shall give notice in writing to the Customer by mail at the Customer’s address on file with RAM. Customer agrees that it must keep its address with RAM current. Upon receipt of such notice, Customer at the Customer’s own expense shall defend against such action and take all steps as may be necessary or proper to prevent the obtaining of a judgment and/or order against RAM.

18. PAYMENTS TO RAM. Any and all payments made by the Customer to RAM are made in the regular course of the Customer’s business. Further, the Customer acknowledges that in connection with payments made by the Customer to RAM for any third parties, e.g., independent carriers, truckmen, lightermen, forwarders, customs brokers, agents, warehousemen, and others, RAM is acting solely as a conduit to facilitate the transfer of the payments from the Customer to such third parties. Customer certifies that under no circumstance shall any payment to RAM be considered a preferential transfer.

19. INDEPENDENT CONTRACTOR. Except for Customs entries and duties in which circumstances RAM is an agent of the Customer, and limited solely to the extent of such role, RAM is an independent contractor.

20. CUSTOMER’S DUTY TO CORRECT INACCURATE INFORMATION. The submission of incomplete or inaccurate information related to an import entry, including descriptions, quantities, weights, purchase prices, discounts, commissions, changed selling prices at time of exportation, assists, country of origin, etc., may subject the party submitting such incomplete or inaccurate information to severe governmental penalties or sanctions. Accordingly, to avoid any such violation, the Customer shall immediately notify RAM, in writing, if the information forwarded to RAM or that accompanied the Shipment does not accurately reflect the entire transaction. If, in the Customer’s opinion, written notification would be untimely to enable RAM to take corrective action, then the Customer must notify RAM orally and in writing. Upon such notification, RAM will use reasonable efforts to take corrective action. In any event, the Customer shall be liable and solely responsible for any governmental penalties or sanctions resulting from such incomplete or inaccurate information. The Customer agrees to indemnify RAM and hold RAM harmless as a result of any such submission of incomplete or inaccurate information.

21. FORCE MAJEURE. RAM shall be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, inclement weather, strikes, floods, lockouts, labor disputes, fires, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, governmental regulations or controls, acts of God, or terrorism, in addition to any and all other events, regardless of their dissimilarity to the foregoing, deemed to render performance of the Agreement impracticable or impossible under the law.

22. CONFIDENTIAL INFORMATION. The Parties acknowledge that by reason of their relationship hereunder, each Party may disclose (the “Disclosing Party”) to the other (the “Receiving Party”) certain Confidential Information. “Confidential Information” shall mean (i) information concerning the Disclosing Party’s business plans, products, financial records, advertising, innovations, fees, advertising or product concepts, customers, suppliers, vendors, technology, trade secrets, distribution methods, inventories, computer software, computer systems, marketing methods, sales margins, cost of goods, cost of materials, capital structure, operating results, know-how or other intellectual property, or other business affairs (including without limitation, the terms of this Agreement), or any other proprietary or confidential information of the Disclosing Party and its affiliates that may be at any time furnished, communicated or delivered by the Disclosing Party to the Receiving Party, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (iii) information acquired during any tours of or while present at a Party’s facilities; and (iv) all other non-public information provided by the Disclosing Party hereunder including, but not limited, to financial, technical and business information (the “Confidential Information”). All Confidential Information shall remain the property of the Disclosing Party. Receiving Party shall use the same degree of care as it uses with respect to its own similar information, but no less than a reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, or publication. Receiving Party shall only use the Confidential Information in furtherance of its performance of its obligations under this Agreement and agrees not to use the Disclosing Party’s Confidential Information for any other purpose or for the benefit of any third party. No Confidential Information furnished hereunder shall be duplicated or copied except as may be strictly necessary to effectuate the purpose of this Agreement.

23. SEVERABILITY AND SEPARABILITY OF TERMS. If any term, covenant, or condition herein, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of these terms and conditions, or the application of such term, covenant, or condition to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term, covenant, or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

24. NONWAIVER. The failure or delay of RAM at any time to require performance by the Customer of any provision of this Agreement shall not affect the right of RAM to require performance of that provision or to exercise any right, power, or remedy hereunder. Any waiver by any party of breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provisions, a waiver of the provision itself, or a waiver of any right, power, or remedy under this Agreement. No notice to or demand on the Customer in any case shall entitle the Customer to any other or further notice or demand in similar or other circumstances.

25. LAW, JURISDICTION, AND VENUE. RAM’s services and these terms and conditions shall be governed by federal law where applicable, and otherwise by the laws of the State of Florida without regard to its conflict of laws principles. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Palm Beach County, Florida. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.

26. ENTIRE AGREEMENT, BINDING. These terms and conditions shall apply to and bind the heirs, executors, administrators, successors, and permitted assigns of the parties. Changes, terminations, modifications, or amendments hereto shall only be effective if in writing and executed by Customer and RAM. This Agreement is the entire agreement of the parties and shall control in the existence of any conflict between this document and another, absent dual execution of such later dated document and an express provision overriding this paragraph.