Terms and conditions
WAIVER LOGÍSTICA BRASIL LTDA. – TAX ID 08.726.358/0001-52
WAIVER COMISSÁRIA DE DESPACHOS LTDA. – TAX ID 32.339/921/0001-70
WAIVER ARTS LOGÍSTICA DE PRECISÃO LTDA. – TAX ID 08.754.545/000103
WAIVER EXPO LOGÍSTICA DE FEIRAS E EVENTOS LTDA. – TAX ID 24.513.052/0001-20
PART 1 – TERMS AND CONDITIONS
As per the terms of this agreement and in consideration of fees charge of this operation, the undersigned “Client” appoints Waiver as its authorized agent to provide transportation services as well as assistance and logistics management. These services include, but are not limited to: preparation and/or processing of export declarations and carnets; supply and/or organization of customs clearance services; reservation, organization or confirmation of cargo space; preparation and/or processing of clearance documents for delivery or receipt of goods at ports or airports; checking the correct issuance of bills of landing issued by the carrier; providing crating, packaging, unpacking and warehouse of cargo insurance; control of the amount received for payment of freight and other expenses; and assistance with letters of credit, licenses or inspections, or other documents or issues relating to the dispatch of cargo. The Client warrants that it is the owner of the goods being shipped or represents the owner of the goods in all respects and is authorized to enter into this agreement on behalf of the owner of the goods.
The Client understands that Waiver is not responsible for performing the services, but will undertake its best efforts to select and hire the carriers, warehouses and other service providers on behalf of the Client or on behalf of Waiver as the logistical operator. The Client understands that the conditions negotiated with the warehouse, air, land and/or sea carriers that Waiver will hire will be recognized as if they had been entered into by the Client itself with the suppliers. In certain circumstances, Waiver may provide storage services, maritime transport as a carrier in the condition of NVOCC (non-vessel operating common carrier), air or sea transport. In such cases, the terms of the bill of landing or the warehouse receipt shall be issued as if they had been issued to the Client, and the documents issued shall have their copies sent to the Client.
The Client must comply with all the applicable governmental laws and regulations of the countries of origin and destination in respect of contracts entered into on its behalf. It is the Client’s responsibility to provide all necessary information, including those relating to the packaging, transportation or delivery of the goods and the Client shall provide such information to Waiver in the manner necessary to comply with laws and regulations. Shipments covered by these terms and conditions prohibit the disregard of any applicable law or regulation. The Client ensures that the goods are properly identified, addressed and packaged to withstand any mode of transportation. Customer, or such person or entity that originates and tenders Customer’s good handling or transport, hereby consents to an inspection of the cargo.
1A LIMITATION OF LIABILITY FOR LOSSES, DAMAGE OR DELAYS
Waiver shall not be liable for any loss, damage or delay in delivery of the goods caused by the carrier or warehouse or any other service provider. Waiver may preliminarily notify the supplier of any loss, damage or delay amounts to be claimed on behalf of the Client. However, the receipt of such amounts shall be limited to the terms of the agreements entered into with suppliers. For domestic air transport, trucking and warehousing, liability for damages is limited to USD 0.50 per kilogram or USD 40 per article, or as set forth in the transport or storage contract, whichever is less. For international air transport, the damage is in accordance with the applicable international conventions. For water transport, damage is limited to $ 500 per pack or unit of usual freight.
Waiver shall not be liable for any loss, damage or delay of goods caused by incidents or force majeure, intervention by public authorities, strikes, labor disputes, bad weather, mechanical failures, civil war, acts of terrorism, risks related to a state of war, acts or omissions of third parties or defects in the goods transported. Waiver shall not be liable for any punitive or exemplary damages, or for special, incidental or consequential damages, including loss of revenue, loss of profits, interest or loss of market, even if Waiver is aware that such damages may occur.
UNLESS OTHERWISE SPECIFIED, IT WILL BE PRESUMED THAT THE VALUE OF THE CLIENT’S GOODS SHALL NOT EXCEEDED USD 50.00 PER KILO OR USD 40.00 PER ITEM, EVEN WHEN ITS VALUE IS LESS, SINCE THE CLIENT HAS AGREED WITH WAIVER’S TERM OF LIABILITY. IF ANY LIABILITY IS APPLICABLE, IT SHALL BE LIMITED BY THIS TERM. THE CLIENT HAS THE OPTION TO PAY ADDITIONAL FEES FOR INSURANCE COVERAGE FOR LOSS OR DAMAGE EXCEEDING SUCH LIMITS SET FORTH IN THIS DOCUMENT. THE CLIENT IS ENCOURAGED TO HIRE FREIGHT INSURANCE OR AUTHORIZE ITS HIRING BY WAIVER, INSTRUCTING IT ABOUT TERMS AND RESTRICTIONS THAT SHOULD BE CONTRACTED IN FAVOR OF THE CLIENT.
Waiver will only be responsible for claims against the insurer when the premium is invoiced and paid by it for insurance coverage on the shipment for which the claim occurred. 1B) SERVICES AND FEES DO NOT INCLUDE INSURANCE, EXCEPT IF REQUIRED (PAYMENT OF INSURANCE PREMIUM); DECLARATION OF VALUE FOR INSURANCE PURPOSES. The fees and charges of Waiver do not include the cost of insurance of the cargo relative to any event that occurs during transportation that results in physical losses or damages. In the event that the Client requests Waiver to obtain insurance for transportation, Waiver has the right to refuse such request without the need to supply any reason for it. If Waiver accepts such request, the Client shall inform the value to be declared regarding the goods shipped, which cannot exceed the value that will be attributed by an expert. Based on this amount defined by the Client, Waiver will quote the insurance amount and inform the Client of the cost and terms of the contract with the insurer. The Client agrees to pay any additional amounts required by the insurer when there is a difference between the negotiated value and the actual amount to be paid, and the Client shall be liable for damages and losses, noting that the non-payment of the supplementary value of the insurance coverage will result in loss of coverage. The Client will inform Waiver in writing of the declared value of each shipment that it wishes to insure before the date of shipment. If there is no such request, there will be no insurance coverage. 1C) CLIENT WARRANTIES, INSPECTION OF SHIPMENTS
The Client pledges not to request any shipment that contains explosive material, destructive devices or dangerous material for transportation, handling or storage. The Client agrees that Waiver has he permission to inspect, by physical means or otherwise, any shipment it receives for transportation, handling or storage, including shipments in sealed packages. Waiver reserves the right to reject and return to the Client, who shall bear any expenses, any shipment made in breach of the terms of this agreement. The Client undertakes not to make any claim or take legal action against Waiver or any person or entity acting on its behalf regarding any loss, damage or delay caused by the inspection of the goods shipped. The Client shall exempt Waiver from liability, defending it from and indemnifying it for any loss or damage arising from the service provided.
1D) IMMEDIATE NOTIFICATION OF DAMAGE, LOSS OR DELAY
The Client agrees to inspect the shipment at the time of delivery and immediately notify any loss or damage within 5 days of delivery in cases of air or land shipment and within 3 days after delivery of the water shipments. Any verbal notification of claim must be followed by written notice. The Client agrees that Waiver shall not be liable for any loss or damage if a written notice of damage is not provided to Waiver within 10 days of delivery or in the event of loss within 15 days of arrival of the shipment. The Client agrees to monitor their shipment and immediately notify Waiver in writing of any delay. Any notice of delay must be made in writing, within a maximum of 5 days after the expected delivery date by the Client. The Client agrees that the notice of delay does not invalidate the limitation of liability set forth in paragraph 1A above.
1E) PAYMENT OF INVOICES
The Client agrees that Waiver has no obligation to consider responding to the Client’s claims of any nature against it or third parties when the Client is in default with all amounts owed, including insurance premium, if applicable.
1F) DEADLINE FOR COMPLAINTS
The Client agrees that any lawsuit filed against Waiver must be initiated within one year from the date of signature of this term or after completion of the services performed, whichever is later. In case of delay or non-delivery, the term of one year from the conclusion of the service will be considered.
PART 2 – DEADLINE FOR PAYMENT AND CONDITIONS OF CREDIT
2 A) PAYMENT GUARANTEE
The Client guarantees payment of all services provided by Waiver and contracted third parties.
2B) EXCHANGE RATE
Waiver will present the estimated value for the services to the Client considering the exchange rate in force at the time of the estimate with exchange rate protections for variations up to 15%. For final invoicing, the exchange rate of the day will be used. In the case of a variation that exceeds 15%, the amount must be recalculated with the exchange rate of the day of billing with exchange rate protections for variations of up to 15%, depending on the payment term.
2C) LATE PAYMENT
The Client agrees to pay the invoice to Waiver prior to the date of the first shipment or upon proof of shipment, whichever happens first, unless a different condition is expressly negotiated by the parties or upon request of payment when it has to be anticipated by demand of service provider. For payments not made within ten days from the expiration date, the Client agrees to a fine of 1.5% of the outstanding amount each month or fraction.
2D) LEGAL FEES
The Client agrees to pay legal fees of 20% of the updated amount owed in addition to the costs and expenses incurred due to the need of collection via legal means.
The Client and consignee mentioned in the bill of landing shall be jointly and severally liable for all expenses not paid for the services rendered relating to this agreement. When Waiver is required to demand amounts in respect of fees or expenses from third parties other than the Client, the Client will be liable for the charges and interest if Waiver is not paid in the manner agreed between the parties. The Client agrees to sign any notice regarding the security of the shipped goods as requested by Waiver. The Client hereby grants powers for Waiver, as its attorney-in-fact to sign any such notice on Customer’s behalf in the event Customer fails to sign it immediately upon Waiver request.
2F) AUTHORIZATION FOR CREDIT CONCESSION
The Client authorizes Waiver to obtain credit reference for the Client and third parties related to the contract. Credit information will be kept confidential and used only for Waiver’s commercial purposes. The Client further agrees to provide additional information that may be required by Waiver to guarantee any increases in the credit limit or to enable Waiver to exercise its right to recover its credits.
The Client acknowledges that it is solely responsible for all taxes levied on its operation as required by applicable laws. In the event that Waiver is charged by the public authority, including all taxes, fees and customs duties, the Client is responsible for the immediate payment to Waiver and for exempting Waiver from any responsibility regarding the charge.
PART 3 – GRANT OF SPECIAL POWERS
The powers necessary for the provision of the service must be provided; PART 4 – TERM OF INITIATION, TERMINATION AND FORUM OF COMPETENCE 4A) TERM OF INITIATION AND TERMINATION
This Agreement shall enter into force after the signature of this term or tacitly when the beginning of any service requested by the Client is authorized. Part 1, Part 2 and Part 4 of this agreement shall bind the parties, even if the contract is terminated for any reason. The termination of the agreement may be made by either party, by written notice 30 days in advance. If the Client terminates the contract, it undertakes to pay the amounts due for the services rendered, as well as all expenses as set forth in this agreement, immediately after the issuance of invoice by Waiver. Waiver has the right to terminate the Agreement immediately in the event of Client’s failure to comply with any term or condition mentioned in this document. The Client is advised to keep up to date with the terms and conditions in force at the time of requesting the services, which will be available on Waiver’s website, agreeing that the terms and conditions applicable to the shipment will be those valid on the date that each service is requested.
4B) APPLICABLE LEGISLATION AND ELECTION OF FORUM
The present agreement is governed by Brazilian law, being elected the forum of the city of São Paulo, state of São Paulo, Brazil to the detriment of any other, to remedy any doubt or noncompliance with the terms and conditions expressed in this instrument.
4C) VALIDITY OF THIS DOCUMENT
The terms and conditions defined herein or any other that may replace it are fully applicable to the Client and Waiver, and shall apply to any prior agreement.
PART 5 – COMPETENCE TO SIGN THIS DOCUMENT
The person signing this document declares that he/she has full authorization from the Client to fully accept and comply with the terms and conditions described in this document, including the proxy granted to Waiver, as well as to guarantee full and immediate payment of the amounts owed to Waiver. The undersigned hereby certifies that the information provided in the Client Services and Credit Agreement is true, correct and complete, responding personally and criminally for any condition that exceeds his/her competence to enter into agreements.
Accepted by Waiver Group:
On Behalf of:
Company or Artist
City, State, ZIP code