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AGI Logistics (herein "AGI" or "AGI Logistics") maintains this site (the "Site") for your personal use and information. Please feel free to browse the Site. You are, however, prohibited from downloading, distributing, modifying, transmitting, reusing, reposting, or using the content of the Site for public or commercial purposes or for non-commercial or personal purposes without AGI's written permission. Site content includes text, images, audio, and video. You are advised that AGI will aggressively enforce this prohibition to the fullest extent of the law, including, but not limited to, the seeking of criminal prosecution and damages.
Your access to and use of the Site is also subject to the following terms and conditions ("Terms and Conditions") and all applicable laws. By accessing and browsing the Site, you accept, without limitation or qualification, the Terms and Conditions and acknowledge that any other agreements between you and AGI are superseded and of no force or effect. AGI may, in its sole discretion, immediately terminate your right to use the Site if it finds that you have failed to comply with any provision of these Terms and Conditions or if it believes, in its sole discretion, that you have in any way abused your right to use the Site. AGI shall not be liable to you or to any third party for any claim or cause of action arising out of such termination.
AGI's failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision unless acknowledged and agreed to by AGI in writing.
1. Copyright
You should assume that everything you see or read on the Site is copyrighted unless otherwise noted and may not be used except as provided in these Terms and Conditions or in the text on the Site without the written permission of AGI. AGI neither warrants nor represents that your use of materials displayed on the Site will not infringe rights of third parties not owned by or affiliated with AGI.
Images of people or places displayed on the Site are either the property of, or used with permission by, AGI. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms and Conditions or specific permission provided elsewhere on the Site. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
2. Trademarks
The trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Site, are registered and unregistered Trademarks of AGI and others. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of AGI or such third party that may own the Trademarks displayed on the Site. Your misuse of the Trademarks displayed on the Site, or any other content on the Site, except as provided in these Terms and Conditions, is strictly prohibited. You are also advised that AGI will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
3. User Obligations
In exchange for your use of the Site, you agree to: (i) not to use the Site for any illegal purpose; (ii) not to interfere with or disrupt networks connected to the Site; and (iii) to comply with all regulations, policies and procedures of such networks.
4. Disclaimer
While AGI uses reasonable efforts to include accurate and up to date information in the Site, AGI makes no warranties or representations as to its accuracy. AGI assumes no liability or responsibility for any errors or omissions in the content of the Site.
Your use of and browsing in the Site are at your risk. Neither AGI nor any other party involved in creating, producing, or delivering the Site is liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. AGI also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site.
5. Indemnification
You agree to indemnify and hold AGI, its parents, subsidiaries and affiliates, and their respective owners, officers, employees and agents harmless from and against any third party claim or demand, including reasonable attorneys' fees, arising out of your use of the Site, your violation of this these Terms and Conditions or your infringement (or the infringement by another user who accesses the Site using your computer equipment) of any intellectual property or other right of any person.
6. Privacy
The protection of your personal privacy is described in our Privacy Policy.
7. Linked Sites
AGI has not reviewed all of the sites linked to the Site and is not responsible for the content of any off-site pages or any other sites linked to the Site. Your linking to any other off-site pages or other sites is at your own risk.
8. Site Modifications
AGI reserves the right, in its sole discretion, to modify, suspend or discontinue any part of the Site at any time, with or without notice to you. AGI also reserves the right, in its sole discretion, to impose limits on certain features and services and to restrict access to any part or to all of the Site without notice to you. AGI shall not be liable to you or any third party for any claim or cause of action arising out of AGI's exercise of the foregoing rights.
9. Policy Modifications
AGI may at any time revise these Terms and Conditions by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current Terms and Conditions to which you are bound.
11. Jurisdiction and Venue
Any legal action brought against AGI shall be governed by the laws of New York State. The sole jurisdiction and venue for any litigation arising from the use of the AGI web sites or service shall be an appropriate federal or state court located in New York City, New York.
12. Contacting AGI
If you have any questions about these Terms and Conditions, please e-mail sornstein.jfk@agilogistics.com.
AGI Logistics (herein "AGI" or "we") respects and protects your privacy. We will never disclose information about you to a third party without first receiving your permission.
This policy addresses the following topics regarding your personal information.
1. What personally identifiable information we collect.
2. How we use your information.
3. What cookies, transparent GIFs, and log files are and how we use them.
4. What organization collects your personal information.
5. With whom we may share your information.
6. What choices are available to you regarding collection, use and distribution
of your information.
This policy is subject to change so please check back frequently. Questions regarding the policy should be directed to sornstein.jfk@agilogistics.com.
1. What personally identifiable information we collect.
AGI, through a third party, collects personally identifiable information on the login page for Max Track consisting of user name and password. We also collect personally identifiable information on the login page for our Intranet site.
2. How we use your information.
We use the information that you enter on our login pages to verify that you are authorized to access protected content.
3. What cookies, transparent GIFs, and log files are and how we use them.
Most popular Web sites interact with your Web browser to store small text files, or "cookies", on your computer's hard drive. We do NOT use cookies.
Some sites use pixels, or transparent GIF files, to help manage their online advertising. We do NOT use either.
Like most popular Web sites, we do use our servers to create log files of site data. This includes Internet protocol (IP) addresses, browser type, Internet service provider (ISP), referring/exit pages, platform type, date/time stamp, and number of clicks. We use the data in log files to analyze trends, administer the site, track users' movements in the aggregate, and gather broad demographic information for aggregate use.
4. What organization collects your personal information.
With the exception of Max Track, when you visit our site, unless you are specifically informed otherwise, we are the only ones collecting information about you.
We may from time to time run promotions that may be sponsored or cosponsored by other companies. Some or all of the information collected on our site during a promotion may be shared with the sponsor. If that is the case, you will be notified prior to providing your information. Based on that notification, you may, of course, elect to decline participation in the promotion.
As a service to you, we may provide links to other sites from our site. Those sites are not operated by AGI and are therefore not under our control. Their privacy practices may or may not be consistent with our practices.
5. With whom we may share your information.
We do not currently have plans to "rent" your name or to provide any companies opportunities to advertise to you through us. If that should ever change, we would only do so if we had your permission. You will always have the option to "OPT OUT".
Though we make every effort to preserve user privacy, we may need to disclose personal information when required by law wherein we have a good-faith belief that such action is necessary to comply with a current judicial proceeding, a court order, or legal process served on our Web site.
In the event that we go through a business transition, such as a merger, being acquired by another company, or selling a portion of our assets, your personal information will, in most instances, be part of the assets transferred. You will be notified by a prominent notice on our Web site and an email prior to a change of ownership or control of your personal information.
6. What choices are available to you regarding collection, use and distribution of your information.
You may always choose not to provide us with your personal information. You may also "OPT OUT" of special programs using your personal information. However, without your personal information, we may not always be able to provide you with complete service or any service at all.
TERMS AND CONDITIONS OF SERVICE
Any services rendered by the Company to the Customer shall be governed solely by these terms and conditions of service (”Terms and Conditions”) which shall constitute a legally binding contract. In the event the Company issues a document containing other terms and conditions governing the same services or related services, including but not limited to a bill of lading or an air waybill, the terms and conditions set forth in such other document(s) shall govern those services; however, the herein Terms and Conditions may apply, at the discretion of the Company, to the extent that they supplement and validate the terms and conditions set forth in such other document(s) or to the extent they reinforce the Company’s rights, whether these documents are wholly integrated or not. In no event shall any of the Terms and Conditions be used or interpreted to contradict a term or condition of such other document(s). A copy of the Terms and Conditions are available on demand from the Company or on the Company’s website.
1. Definitions. All words defined under this Section shall have the same meaning throughout these Terms and Conditions:
(a) "Company" shall mean AGI Logistics, Inc., its subsidiaries AGI Logistics USA, LLC and AGI Logistics Foreign Holdings, LLC, and their related companies, agents and/or representatives;
(b) "Customer" shall mean the person for which the Company is rendering service, as well as its agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper s agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these Terms and Conditions to all such agents or representatives;
(c) "Documentation" shall mean all information received directly or indirectly from Customer, whether in paper or electronic form;
(d) "Ocean Transportation Intermediaries" ("OTI") shall include an "ocean freight forwarder" and a "non-vessel operating carrier";
(e) "Third parties" shall include, but not be limited to, the following: "carriers, truckmen, cartmen, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise".
2. Company as agent. The Company acts as the "agent" of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export documentation on behalf of the Customer and other dealings with Government Agencies; as to all other services, Company acts as an independent contractor.
3. Limitation of Actions.
(a) Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual loss or damage, must be made in writing and received by the Company, within ninety (90) days of the event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer.
(b) All suits against Company must be filed and properly served on Company as follows:
(i) For claims arising out of ocean transportation, within one (1) year from the date of the loss or damage;
(ii) For claims arising out of air transportation, within two (2) years, reckoned from the date of arrival at the destination, or from the date on which the aircraft ought to have arrived, or from the date on which the carriage stopped, as determined by the law of the forum;
(iii) For claims arising out of the preparation and/or submission of an import entry(s), within seventy five (75) days from the date of liquidation of the entry(s);
(iv) For any and all other claims of any other type, within two (2) years from the date of the loss or damage.
4. No Liability For The Selection or Services of Third Parties and/or Routes. Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, Company shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment; advice by the Company that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person or firm will render such services nor does Company assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party; all claims in connection with any action(s) and/or inaction(s) of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company.
5. Quotations Not Binding. Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between the Company and the Customer.
6. Reliance On Information Furnished.
(a) Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with the Customs Service, other Government Agency and/or third parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration filed on Customers behalf;
(b) In preparing and submitting customs entries, export declarations, applications, documentation and/or export data to the United States and/or a third party, the Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to insure the correctness of all such information and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer s failure to disclose information or any incorrect or false statement by the Customer upon which the Company reasonably relied. The Customer agrees that the Customer has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods.
7. Declaring Higher Value To Third Parties. Third parties to whom the goods are entrusted may limit liability for loss or damage; the Company will request excess valuation coverage only upon specific written instructions from the Customer, which must agree to pay any charges therefor; in the absence of written instructions or the refusal of the third party to agree to a higher declared value, at Company s discretion, the goods may be tendered to the third party, subject to the terms of the third party s limitations of liability and/or Terms and Conditions.
8. Insurance. Unless requested to do so in writing and confirmed to Customer in writing, Company is under no obligation to procure insurance on Customer s behalf; in all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance.
9. Disclaimers; Limitation of Liability.
(a) Except as specifically set forth herein, Company makes no express or implied warranties in connection with its services;
(b) Subject to (c) below, Customer agrees that in connection with any and all services performed by the Company, the Company shall only be liable for its negligent acts, which are the direct and proximate cause of any injury to Customer, including loss or damage to Customer s goods, and the Company shall in no event be liable for the acts of third parties;
(c) In connection with all services performed by the Company, Customer may obtain additional liability coverage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefor, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s).
(d) In the absence of additional coverage under (b) above, the Company s liability shall be limited to the following:
(i) where the claim arises from activities other than those relating to customs brokerage, $50.00 per shipment or transaction, or
(ii) where the claim arises from activities relating to "Customs business," $50.00 per entry or the amount of brokerage fees paid to Company for the entry, whichever is less;
(e) In no event shall Company be liable or responsible for consequential, indirect, incidental, special, statutory or punitive damages even if it has been put on notice of the possibility of such damages.
10. Advancing Money. All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to customer; the granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by the Company.
11. Indemnification/Hold Harmless. The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability arising from the importation or exportation of Customers merchandise and/or any conduct of the Customer, which violates any Federal, State and/or international, local laws, rules and regulations, and/or any other laws or rules, and further agrees to indemnify and hold the Company harmless against any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to reasonable attorneys’ fees, which the Company may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company.
12. C.O.D. or Cash/Collect Shipments. Company shall use reasonable care regarding written instructions relating to "Cash/Collect on Delivery (C.O.D.)" shipments, bank drafts, cashier’s and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall not have liability if the bank or consignee refuses to pay for the shipment.
13. Costs of Collection. In any dispute involving monies owed to Company, the Company shall be entitled to all costs of collection, including reasonable attorneys’ fees and interest at 15% per annum or the highest rate allowed by law, whichever is less, unless a lower amount is agreed to by Company.
14. General Lien and Right To Sell Customer s Property.
(a) Company shall have a general and continuing lien on any and all property of Customer coming into Company’s actual or constructive possession or control for monies owed or to be owed to Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both;
(b) Company shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any on-going storage or other charges; Customer shall notify all parties having an interest in its shipment(s) of Company’s rights and/or the exercise of such lien.
(c) Unless, within five days of receiving notice of lien, and regardless of whether an amount due is in dispute, Customer posts cash or letter of credit at sight, an acceptable bond equal to 110% of the value of the total amount due, or any other security as the Company may see fit, in favor of Company, guaranteeing payment of the monies owed, plus any on-going storage or other charges, and reasonable attorney’s fees accrued or to be accrued as a result of the exercise of the notice of lien, Company shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Customer.
15. No Duty To Maintain Records For Customer. Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended, (19 USC §1508 and 1509) it has the duty and is solely liable for maintaining all records required under the Customs and/or other Laws and Regulations of the United States; unless otherwise agreed to in writing, the Company shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a "recordkeeper" or "recordkeeping agent" for Customer.
16. Obtaining Binding Rulings, Filing Protests, etc. Unless requested by Customer in writing and agreed to by Company in writing, Company shall be under no obligation to undertake any pre- or post Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.
17. Preparation and Issuance of Bills of Lading. Where Company prepares and/or issues a bill of lading, Company shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc.; unless specifically requested to do so in writing by Customer or its agent and Customer agrees to pay for same, Company shall rely upon and use the cargo weight supplied by Customer.
18. No Modification or Amendment Unless Written. These Terms and Conditions may only be modified, altered or amended in writing signed by both Customer and Company; any attempt to unilaterally modify, alter or amend same shall be null and void.
19. Compensation of Company. The compensation of the Company for all its services shall be included with and is in addition to the rates and charges of all carriers and all other agencies selected by the Company to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers, and others in connections with the shipment. On ocean exports, upon request, the Company shall provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or action against the Customer for monies due the Company, upon recovery by the Company, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee.
20. Severability. In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in full force and effect.
21. Entire Agreement. These Terms and Conditions, together with the terms of the Company’s bill of lading, air waybill, Credit Agreement, contain the entire agreement between the Company and the Customer with respect to a service rendered by Company and supersedes any prior agreements and representations, oral or written, and all other communications between Customer and Company relating to a service hereunder.
22. Course of Dealing. The acceptance by the Company at any time and from time to time of a partial payment in full satisfaction of its services shall not be deemed to be a waiver of any right or lien of the Company to a full payment on any subsequent or related services. No delay or omission by Company in exercising any right under these Terms and Conditions shall impair such right or be construed as a waiver thereof or any acquiescence therein, nor shall any single or partial exercise thereof, or the exercise of any other right under these conditions and terms of service or otherwise.
23. Governing Law; Consent to Jurisdiction and Venue. These Terms and Conditions and the relationship of the parties shall be construed and governed according to the laws of the State of New York, excluding its conflict of law rules, provided that Company and Customer shall retain all rights arising out of Federal law, including general maritime law. Any dispute or claim arising out or relating to these terms and conditions shall be irrevocably and exclusively subject to the personal jurisdiction of the District Court for the Southern District Court of New York or, if the Federal court does not have subject-matter jurisdiction, to the Courts of State of New York, New York County. The non prevailing party shall bear the entire cost of any and all legal fees incurred by the prevailing party, including attorneys’ fees, collections fees, if any, any other pre-litigation fees or legally related fees on connection with the dispute or claim.
