Terms and Conditions

Terms & Conditions

These terms and conditions of service (“General Terms and Conditions”) constitute a legally binding contract between Zone Fusion Inc. (“Zone Fusion”), its subsidiaries, and affiliates (collectively “Zone Fusion”), and the “Client”. By requesting or accepting goods or services from Zone Fusion, the Client acknowledges and agrees to these General Terms and Conditions.

Except as explicitly agreed upon in a fully executed written agreement between Zone Fusion and Client, these Terms and Conditions govern all such services provided by Zone Fusion. They supersede any conflicting terms and conditions found in other agreements, including any verbal agreements, representations, or documents like bills of lading and/or waybills. These General Terms and Conditions are subject to modification by Zone Fusion and will be updated on the company’s website from time to time. Any changes become effective upon posting and can be found at https://www.zonefusion.com/terms.

No agent or employee has the authority to alter these Terms unless in writing and signed by both parties. A driver or Zone Fusion agent’s signature on any shipping documentation does not signify acceptance of any varied terms that deviate from these Terms. Ancillary services provided by Zone Fusion or its affiliates are governed separately from these General Terms and Conditions.

If any portion of these Terms is found invalid in a specific jurisdiction, the remainder will remain valid in that jurisdiction, and the invalidation will not affect the Terms’ enforceability in other jurisdictions.

Definitions and Rules of Engagement.
- “Auxiliary Services”: Client requested services performed before or after transportation, such as local cartage, loading, unlading, crating, uncrating, packing, unpacking, and storage. Auxiliary Services shall not include warehousing services.
- “Bill of Lading”: A shipping document utilized by the Carrier, shipper, and consignee to document the chain of custody of the Goods and include information such as piece count, weight, quantity.
- “Carrier”: An independent subcontractor responsible for the carriage of the shipment with its own means of transport, subject to carrier liability.
- “Client”: Any individual or entity for whom Zone Fusion provides services, either directly or indirectly, including agents, contractors, shippers, importers, exporters, notified parties, carriers, and other representatives.
- “Consignee”: The entity listed as the “ship to” party on the Bill of Lading, responsible for inspecting the goods and signing the Bill of Lading upon receipt of the shipment.
- “Dangerous Goods”: Goods classified under the United Nations Dangerous Goods categories. Each dangerous good is assigned to one of nine classes to communicate the hazards through the transport chain. The Dangerous Goods classes are as follows:
  - Class 1—Explosives
  - Class 2—Gases
  - Class 3—Flammable Liquids
  - Class 4—Flammable Solids; Substances Liable to Spontaneous Combustion; Substances which, in Contact with Water Emit Flammable Gases
  - Class 5—Oxidizing Substances and Organic Peroxides
  - Class 6—Toxic and Infectious Substances
  - Class 7—Radioactive Material
  - Class 8—Corrosives
  - Class 9—Miscellaneous Dangerous Substances and Articles, Including Environmentally Hazardous Substances
- “Goods”: Products, merchandise, or freight owned by the Client and subject to these General Terms and Conditions.
- “Package(s)”: Individual shipping units listed on the Bill of Lading, such as cartons, pallets, or tubes.
- “Zone Fusion Software”: Any our provided software for tracking shipments or other logistics services, including all translations, modifications, updates, and enhancements.
- “Shipment”: A collection of packages listed and described on a single Bill of Lading or other relevant shipping document issued by Zone Fusion.
Quotations Not Binding. All quotations provided by Zone Fusion, including fees, rates of duty, freight charges, insurance premiums, or other costs, are for informational purposes only and are subject to change without notice. These quotations are based on the information available at the time and may vary depending on factors such as actual weight, commodity type, transportation mode, dimensions, and volumes tendered by the Client. No quotation is binding on Zone Fusion unless Zone Fusion agrees in writing to handle and transport the shipment at a specified rate. The Client understands that quotations are estimates and may change due to unforeseen circumstances or events beyond Zone Fusion’s control, such as market fluctuations or additional costs.
Services and Rates. Zone Fusion shall provide Client with transportation-related services (“Services”), which may include Warehousing and Storage, Ground Transportation North America and U.S Air Transportation, International Air, NVOCC Ocean, OTI, Freight Forwarding, Final Mile, Customs Brokerage, and 3PL. The terms for these services may be subject to additional conditions as outlined in the relevant appendices. For services provided outside the U.S., separate terms and conditions may apply and will take precedence in the event of any conflict with the General Terms and Conditions. Due to market fluctuations and changes within the industry, Zone Fusion reserves the right to assess additional charges, including fuel and security surcharges, on applicable shipments and warehouse locations. The Client is also liable for all demurrage and any fees incurred by Zone Fusion, as well as additional costs arising from government delays, such as customs-related charges.
Representations and Warranties.
- a. Client Compliance: The Client warrants that it complies with all applicable laws, rules, and regulations, including but not limited to customs laws, import and export laws, and anti-corruption laws such as the U.S. Foreign Corrupt Practices Act. The Client further warrants that it is either the lawful owner of the goods or is authorized by the owner to enter into these General Terms and Conditions on the owner’s behalf and to arrange for the handling and disposition of the goods. The Client agrees to indemnify Zone Fusion against any claims or liabilities arising from third parties asserting rights to the goods.
- b. Information Accuracy: In preparing and submitting customs entries, export declarations, applications, security filings, and other required data, Zone Fusion relies on the accuracy of the documentation provided by the Client. The Client agrees to use reasonable care to ensure that all information is correct, complete, and truthful. The Client will indemnify and hold Zone Fusion harmless from any claims, liabilities, or losses resulting from the Client’s failure to disclose information or from incorrect, incomplete, or false statements made by the Client, its agents, or contractors.
- c. Special Handling Requirements: The Client agrees to inform Zone Fusion in writing of any special handling requirements, including precautions necessitated by the nature, weight, or condition of the goods, and of any statutory duties specific to the goods with which Zone Fusion may need to comply. The Client warrants that the goods are not classified as hazardous materials or dangerous goods at the time they are tendered to Zone Fusion, unless otherwise specified in writing.
Payment. Zone Fusion will invoice the Client promptly after services are performed. Payment for each invoice is due according to the Client’s agreed-upon credit terms. For invoices related to warehousing services, Zone Fusion may extend a 30-day payment term. Invoices not paid by the due date will be subject to a late fee of 1.5% per month or the maximum allowable rate under applicable law, whichever is greater. The Client is responsible for ensuring timely payment and will bear all costs, including legal fees, incurred by Zone Fusion in collecting overdue amounts.
Lien Rights. Zone Fusion shall have a lien on the Goods tendered by Client and upon all property belonging to Client in Zone Fusion’s possession, custody, or control for all charges, advances, or amounts of any kind due to Zone Fusion under these General Terms and Conditions or under any prior or subsequent invoices issued to Client by Zone Fusion (including charges for storage, handling, transportation, demurrage, terminal charges, insurance, labor, and any other charges incurred). Zone Fusion may refuse to release the goods until all outstanding charges are paid in full. If the amounts due remain unpaid for more than 30 days after Zone Fusion’s demand for payment, Zone Fusion has the right to sell the goods in any reasonable manner. The proceeds from the sale will be applied to the outstanding balance, with the Client remaining responsible for any deficiency.
Data Privacy. Both Zone Fusion and the Client agree to implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect against unauthorized access to confidential data, personal data, and proprietary software. The parties are responsible for complying with all applicable data protection laws, including common law standards. If Zone Fusion processes personal data or confidential information on behalf of the Client, such information will be processed in accordance with the Zone Fusion Logistics Data Processing Terms and Conditions, which are available upon the Client’s request. The Client represents and warrants that it has obtained the necessary consent from all data subjects to disclose and transfer personal data to Zone Fusion for the purposes of providing services.
Intellectual Property.
- a. Zone Fusion Software: The Client may be granted a limited, revocable, non-transferable, and non-exclusive right to use Zone Fusion software as it applies to the services provided. The Client agrees to use the software solely for the intended purposes and to keep all login credentials confidential. The Client will limit access to employees who need it and who are bound by confidentiality obligations. The Client is prohibited from providing access to third parties, altering or removing any proprietary notices, or reverse engineering, copying, modifying, or creating derivative works from the Zone Fusion software. All rights to the Zone Fusion software remain solely with Zone Fusion, and Zone Fusion may terminate the Client’s access at any time without prior notice.
- b. Trademarks: The Client shall not use Zone Fusion’s name, logo, trademarks, or trade names in any publicity releases, promotional materials, advertising, or marketing without prior written consent from Zone Fusion.
Subcontractors. Zone Fusion is authorized to select and engage carriers, drayage, labor, custom brokers, agents, warehousemen, and other third parties (“Subcontractors”) to perform a portion of the Services. Subcontractors shall be entitled to the same contractual rights, limitations of liability, indemnification, and other terms in these General Terms and Conditions to which Zone Fusion is entitled.
Inspections. All Goods are subject to inspection by Zone Fusion and its Subcontractor and by any authorized government or regulatory entities, including but not limited to the U.S. Transportation Security Administration, and U.S. Customs and Border Protection. Zone Fusion is not obligated to perform such inspections except as mandated by law or government authority. Zone Fusion may reject any shipment that it deems unfit for transport or for storage after inspection and Client shall be responsible for any charges, including storage, arising from such rejection.
Insurance. Client understands and agrees that the rates charged by Zone Fusion for Services do not include insurance or other compensation for loss/damage other than as expressly provided herein. The limitations of liability set forth in these Terms and Conditions are not insurance and such limitations apply in all circumstances where Zone Fusion is legally liable. Zone Fusion may assist Client, upon Client’s request, with the placement of cargo insurance. Unless requested by Client in writing in advance of shipment, and such request is confirmed in writing by Zone Fusion, Zone Fusion is under no obligation to procure insurance on Client’s behalf. Any such cargo insurance procured by Zone Fusion on Client’s behalf shall be subject to the applicable policy terms thereof, and Zone Fusion shall not be liable if, for any reason, Client is unable to recover a loss, in whole or in part, from the insurer under said policy, even if the premium charged by the insurer is different from Zone Fusion’s charges to Client for the coverage. Should the cargo insurance coverage made available by Zone Fusion be insufficient to protect Client’s interests, Client is encouraged to consult an insurance broker of its own choosing so as to purchase insurance elsewhere. Notwithstanding the foregoing, Client shall maintain its’ own product liability Insurance in an amount not less than $1,000,000 on a per occurrence basis.
Claims. This section, along with any relevant appendices, governs the handling, processing, and liability for claims arising from the loss, damage, or delay of the Client’s goods. Failure to comply with the requirements outlined in this section will result in the claim being denied, and the Client will be barred from recovery.
- a. Governing Law: The applicable law governing Zone Fusion’s liability for cargo claims depends on the mode of transportation. The relevant appendix will specify the governing law. If no appendix applies, the parties will default to a negligence standard. The governing law is supplementary to these Terms and does not alter them.
- b. Inspection and Mitigation: The Client must allow Zone Fusion reasonable time and access to inspect the goods. Failure to retain the product and its packaging may result in the claim being denied. The Client is responsible for mitigating any damages to the goods, including taking reasonable steps such as repairs or other necessary actions to limit further damage.
- c. Time Limit for All Claims: Unless stated otherwise in the applicable appendix, all claims must be properly filed in accordance with these Terms and Conditions. Zone Fusion will not consider or process claims until all invoices are paid in full. The Client is not permitted to offset unpaid invoices with the amount of the claim unless written permission is granted by Zone Fusion. Claims must be filed within two (2) years from the date Zone Fusion issues a written denial of the claim. Failure to do so will result in the claim being deemed waived.
- d. Filing Claims: Within the time limits specified in this section, Client must file a preliminary claim within 48 hours of delivery. A formal claim needs to be filed within 30 days of delivery and must include: (i) facts sufficient to identify the shipment; (ii) a copy of the signed bill of lading, signed delivery receipt, invoice and any other documents supporting the claim; (iii) an assertion of liability for the alleged loss, damage, injury or delay; and (iv) a demand for a specific or determinable amount of money, including the commercial invoice demonstrating the value of the Goods. A broken seal is not evidence of damage or contamination without further evidence supporting such a claim. The Client’s claim must meet all requirements listed in this subsection otherwise the claim shall be barred from recovery. Receipt of the Goods without a written notation on the bill of lading shall be prima facie evidence that the Goods were delivered in good condition. Zone Fusion will investigate the claim and will notify the claimant within 180 days after receipt of claim of the conclusion. Claims that are submitted with partial documents, or missing items required to conclude a claim, will result in denial of claim. Claim payments may be in the form of a credit note. Zone Fusion shall not be liable for any loss or damage to goods that is not apparent (concealed), at the time of delivery, including perishable goods. Client must provide Zone Fusion with disposition within five (5) days from date of notification from Zone Fusion. Claims for overcharges or duplicate payments must be received in writing by Zone Fusion no later than 180 days of Client’s receipt of the original invoice from Zone Fusion; and, provided that such claim has been timely filed, any action or proceeding by Client against Zone Fusion to recover such charges shall be commenced not more than 18 months after Client’s receipt of Zone Fusion applicable invoice.
- e. Delay Claims: Zone Fusion does not guarantee specific delivery times due to the inherent nature of the transportation industry. The Client understands that Zone Fusion is not liable for delays in pickup, transportation, or delivery.
- f. Refused or Returned Goods: Zone Fusion shall not be liable for any claims regarding returned Goods (a) which have been previously unpackaged by consignee and are no longer in their original sealed condition; or (b) where Zone Fusion did not deliver the original shipment to consignee. Client shall be responsible for all costs associated with any return shipments, including any transportation charges and fees, together with the original transportation charges and fees, unless such shipment is deemed undeliverable solely due to damage attributable to Zone Fusion in which case Zone Fusion shall be responsible for the return transportation, if any. Client must provide disposition within forty-eight (48) hours from Zone Fusion’s notice for perishable Goods.
- g. Restricted Commodities: The following articles shall not be tendered to Zone Fusion for transportation: Zone Fusion shall not be responsible for loss or damage to items of extraordinary value, any Shipment prohibited by law, Bank bills, notes or currency, common fireworks, hazardous waste or hazardous waste service, human remains, fetal remains, human body parts, human embryos or components thereof, ivory, marijuana, including marijuana intended for medicinal use, postage stamps, shark fins, vape products within, to or from the U.S., precious metals, goods of high or unusual value, firearms, Dangerous Goods, time sensitive written material, one-of-a-kind items, models, prototypes, prints, lithographs, household goods, personal effects, livestock, plants, insects, or trade show goods. This list is not exhaustive, please contact Zone Fusion to determine if there are any exclusions based on specific commodities. Zone Fusion shall not be liable for any loss, damage, delay, liabilities, penalties or fines resulting from the transportation of any of the foregoing articles, however described or mis-described in the shipping Documentation, and no employee or agent of Zone Fusion has any authority to accept for transportation such articles or to waive the limitations herein contained. Zone Fusion retains the right to refuse any such Shipment prior to acceptance. In the event Zone Fusion discovers after acceptance of a Shipment that the Shipment contains any of the herein mentioned articles, it reserves the right to refuse the Shipment, or, if already in transit, to refuse to deliver the Shipment to the consignee. Customer agrees to pay all expenses, freight charges, fines and penalties for said Shipment. Customer further agrees to indemnify and hold harmless Zone Fusion from any and all loss, damage, delay, liabilities, penalties or fines of whatsoever nature arising out of or related in any way to said Shipment.
- h. Temperature Controlled Storage: Zone Fusion is not responsible for storing goods in temperature or humidity-controlled environments unless expressly agreed upon. The Client acknowledges that goods may be warehoused in non-controlled environments.
- i. Exclusions from Liability: Zone Fusion shall not be liable for any loss or damage caused by: (1) acts, defaults, or omissions of the Client or Consignee, including but not limited to, inadequate or improper packaging, marking, addressing or providing incomplete or inaccurate instructions, documentation, or information; (2) handling, loading, unloading, stowage not performed by Zone Fusion; (3) Carriers or services providers performing Auxiliary Services; and (4) any damage involving rust, oxidation or any like condition due to moisture.
- j. Salvage: If Zone Fusion pays a claim, it is entitled to the portion of the goods for which the claim was paid. If the Client salvages the goods after Zone Fusion has paid the claim, Zone Fusion is entitled to a refund up to the amount of the claim paid.
- k. Limitations of Liability: Unless stated otherwise in the applicable Appendix, in the event of loss or damage to the Goods for which Zone Fusion is legally liable, Zone Fusion’s liability shall be limited to actual value of the Goods, subject to a maximum of USD $50.00 per occurrence. The actual weight of the Goods shall be used in calculating the monetary value of the cargo claim and not the dimensional weight. Client hereby waives all rights and remedies under the Carmack Amendment.
- l. Declared Value: The monetary maximum liabilities set forth herein shall be imposed unless the Parties have expressly agreed upon a higher limitation for the Shipment and Client has paid an excess valuation charge in advance to pick-up. If Zone Fusion is deemed liable for the loss and an excess valuation has properly been executed, the Parties shall process the claim pursuant to the terms and conditions of these General Terms and Conditions and any applicable Appendix.
Consequential Damages and Disclaimers. Under no circumstances shall Zone Fusion be liable for any special, incidental, consequential, or punitive damages, including but not limited to:
- Loss of profits
- Loss of market or business opportunities
- Loss of income
- Attorneys’ fees
- Damage to property
- Delay in delivery or failure to deliver
These limitations apply regardless of whether Zone Fusion had prior knowledge that such damages or losses might occur. Additionally, Zone Fusion is not liable for any damages arising from auxiliary services, whether or not Zone Fusion directly provided them or arranged for them through a third party. These services may include but are not limited to loading, unloading, packing, crating, and storage. All services provided by Zone Fusion are rendered “as is,” without any warranties or representations, whether express or implied. This includes but is not limited to warranties related to fitness for a particular purpose, merchantability, or any other condition arising by statute, custom, or trade practice.
Indemnification. The Client agrees to indemnify, defend, and hold harmless Zone Fusion, its subsidiaries, affiliates, shareholders, directors, officers, employees, agents, contractors, and representatives from and against all claims, damages, losses, lawsuits, administrative proceedings, liabilities, costs, and expenses, including attorneys’ fees, arising out of or related to:
- a. Client’s Goods: Any latent or patent defect, condition, or quality of the Client’s goods, including hazardous materials.
- b. Client’s Conduct: Any act, omission, or misstatement by the Client or any third party acting on the Client’s behalf, whether intentional, negligent, or in violation of any law, treaty, convention, agreement, or industry practice.
- c. Documentation and Instructions: Any documentation, information, or instructions (or the lack thereof) provided by the Client or any third party acting on the Client’s behalf, including incomplete or inaccurate information that Zone Fusion relies upon in performing its services.
- d. Goods Release: Any improper release of goods by Zone Fusion contrary to third-party instructions, provided such instructions were not communicated clearly and timely to Zone Fusion by the Client.
Force Majeure. Zone Fusion shall not be liable for loss, damage, delay, injury or monetary losses of any type caused by: acts of God; public authorities acting with actual or apparent authority; strikes; labor disputes; pandemics; weather; mechanical or equipment failures; cyber-attacks; pandemics; civil commotions; hazards incident to a state of war; acts of terrorism; acts or omissions of customs or quarantine officials; acts of carriers related to security; the nature of the Goods or freight, or any defects thereof; inherent vice of the goods; perishable qualities of the merchandise; fires; frost or change of weather; floods; wind; storm; moths; public enemies; or other causes beyond Zone Fusion’s control.
Governing Law. Unless stated otherwise in any applicable Appendix, these General Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law doctrines.

Appendix A

Warehousing Terms

Warehousing terms and conditions shall be deemed to be an integral part of the General Terms and Conditions. To the extent that any terms and conditions of the Warehousing Terms conflict with those of the General Terms and Conditions, the terms and conditions of the General Terms and Conditions shall prevail solely to the extent necessary to resolve the conflict or ambiguity.

Agreement to Warehousing Terms. The Warehousing Terms shall govern the dealings between Zone Fusion and Client for all warehousing and storage services. It is expressly understood that the Warehousing Terms do not cover or apply to any rights, obligations, terms, or conditions of the freight forwarding, logistics, parcel, ocean, air, truckload, customs brokerage or other services that Zone Fusion has provided or may provide to the Client; and that those separate services shall be governed by their respective terms and conditions.
Storage and Warehouse Services.
- a. Zone Fusion agrees to receive, store, and release the Goods in accordance with Client’s reasonable instructions.
- b. If Zone Fusion determines that the original palletization of Goods must be broken down for storage purposes, Zone Fusion shall be authorized to break down the pallets without further notice required to Client.
- c. Zone Fusion will store the Goods at its discretion at any one or more buildings at Zone Fusion’s warehouse location identified on the front side of the Warehousing Terms. The identification of any specific location with the Zone Fusion’s warehouse complex does not guarantee that Goods shall be stored therein. Upon ten (10) days prior notice provided to Client, Zone Fusion may at its own expense, remove Goods to any other warehouse complex operated by Zone Fusion.
- d. Zone Fusion may provide additional services to Client as requested and as agreed. Additional handling charges will apply whenever Goods are pulled for distribution or release, whenever physical inventories are requested by Client, and whenever additional services are requested that are not explicitly included in the monthly storage charge quoted to Client. Such additional charges will be provided to Client and will be invoiced to Client in addition to any outstanding storage charges. Zone Fusion may terminate storage and require the removal of the Goods at Zone Fusion’s discretion by giving Client thirty (30) days advance written notice. Client shall be responsible for payment of all charges attributable to said Goods within the stated period and for removing the Goods from the warehouse upon payment of all charges. If the Goods are not so removed, Zone Fusion may exercise its rights under applicable law including but not limited to selling the Goods.
Client’s Warranties & Tender for Storage. Client shall furnish at or prior to delivery, a manifest showing marks, brands or sizes to be accounted for separately and the class of storage desired, if applicable. Zone Fusion’s receipt and delivery of a LOT (or partial LOT) shall be made without subsequent sorting except by special arrangement and subject to a charge. If hazardous materials and/or Dangerous Goods are tendered for storage the Parties must mutually agree in writing in advance to such tender. If Client breaches any of the foregoing warranties related to tender of hazardous materials or Dangerous Goods, or otherwise delivers any such unfit Goods to Zone Fusion, Zone Fusion shall be entitled to exercise all available remedies including the immediate destruction or removal of the Goods from the warehouse without notice to Client. If Client breaches any warranties, Client shall be liable for all expenses, damages, fines, penalties, incurred by Zone Fusion in connection with the removal, or destruction, or handling of the Goods and shall indemnify Zone Fusion against all amounts, liabilities, claims, or damages arising in connection with the Goods.
Liability. In addition to the General Terms and Conditions, the Parties also agree that Zone Fusion shall not be liable for any loss or destruction of or damage to the Goods, however caused, unless such loss, damage or destruction resulted from Zone Fusion’s failure to exercise such care regarding the Goods as a reasonably careful person would exercise under like circumstances. Zone Fusion is not liable for damages which could not have been avoided by the exercise of such care. Zone Fusion and Client agree that Zone Fusion’s duty of care referred to herein shall not extend to providing a sprinkler system at the warehouse complex or any portion thereof.
Notice of Claim. In addition to the General Terms and Conditions regarding claims the Parties also agree that: Zone Fusion shall not be liable for loss or damage to the Goods unless a proper claim is timely filed, in writing, with preliminary claim within 48 hours of delivery and a formal claim within 30 days of delivery.

Appendix B

Ground & Domestic Terms

Ground Transportation North America & U.S. Air Transportation (“Ground & Domestic”) terms and conditions shall be deemed to be an integral part of the General Terms and Conditions. To the extent that any terms and conditions of the Ground & Domestic Terms conflict with those of the General Terms and Conditions, the terms and conditions of the General Terms and Conditions shall prevail solely to the extent necessary to resolve the conflict or ambiguity.

It is expressly understood that the Ground & Domestic Terms do not cover or apply to other unrelated services such as parcel, freight forwarding, warehousing, customs brokerage, international, ocean or other services that Zone Fusion has provided or may provide to the Client; and that those separate services shall be governed by their respective terms and conditions.

Authority. Authority pertaining to the execution of the Services may include authority such as: authority from the Federal Motor Carrier Safety Administration (the “FMCSA”) as a property broker or as a freight forwarder authority and from the as an indirect air carrier (IAC).
Claims. In addition to the General Terms and Conditions regarding claims, the Parties also agree to the following:
- a. Surface Shipments between the U.S. and Mexico. Zone Fusion’s liability is limited to a maximum of USD $50.00 per Shipment or USD $0.50 per pound (actual product weight), per Package, whichever is less. If this limit of liability is deemed unenforceable, Client acknowledges that Mexican law limits the liability of a motor carrier to the equivalent of fifteen (15) times the minimum daily wage then in effect in the Federal District of Mexico, per metric ton or the proportional part thereof.
- b. Surface Shipments between the U.S. and Canada. Zone Fusion’s liability is limited to a maximum of USD $2.00 Canadian per pound (actual product weight) computed on the total weight of the lost or damaged goods.
- c. LTL and Rail Shipments. The Parties agree for Shipments transported via a rail carrier and/or a less than truckload (“LTL”) carrier, that Zone Fusion accepts no liability in any way. Client must demand payment or file cargo claims with the applicable LTL or rail carrier. The LTL or rail carriers’ tariffs shall govern any damage, loss or delay of the goods or liability.
Advancing Money and Cash on Collect Shipments. All charges must be paid by Client in advance unless Zone Fusion agrees in writing to extend credit to Client pursuant to a signed Credit Application. Zone Fusion’s extension of credit to Customer in connection with a particular transaction shall not constitute Zone Fusion’s consent to grant future credit. Zone Fusion 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 have no liability if the bank or consignee refuses to pay for the shipment. Notwithstanding the foregoing, Zone Fusion shall issue the Client an invoice at least one (1) day prior to shipment, should invoice exceed five hundred USD ($500), Zone Fusion at its sole discretion, will only accept a money order, cashier’s check or physical check prior to Shipment being released.
Full Truckload Logistics Services. Zone Fusion may provide full truckload logistics services pursuant to Zone Fusion’s authority as a property broker or freight forwarder. Client understands that for these services Zone Fusion is not a motor-carrier and instead contracts with third-party Carriers to provide over-the-road transportation. Accordingly, Client understands that Zone Fusion is not responsible for the Carriers’ conduct, negligence, or omissions in any way nor is Zone Fusion responsible for ensuring a Carrier’s performance. Zone Fusion will not be responsible for property damage, cargo damage, or third-party liability (including any claims arising from the selection of the Carrier) arising from the Carrier’s transportation of Goods and transportation services.
Interchange. During such times as Client trailers are being transported by Zone Fusion’s subcontracted Carriers, the Parties agree to the following terms:
- a. Client shall tender to Carrier roadworthy trailers that are compliant with DOT regulations and industry standards. Carrier may prepare an inspection report noting all visible damage, and the condition of visible safety-related items that could be found during an industry-standard pre-trip inspection including, but not limited to, visible damage to tires, and sliding tandem hook pins. Should the inspection reveal safety-related defects, Carrier will notify Client before transporting the trailer.
- b. Carrier shall not be responsible for loss, damage, or destruction to trailers caused by acts or omissions of Client and subject to the limitations and conditions contained in the General Terms and Conditions.
- c. Client shall be responsible for all preventive maintenance for the visible portions of the trailers of Client trailers while said trailers are in Carrier’s possession.
- d. Carrier shall not be responsible for interior damage repair costs for Client’s trailers while said trailers are in Carrier’s possession, except if caused by the acts or omission of Carrier.

Appendix C

International Air Terms

The International Air Terms shall govern the dealings between Zone Fusion and Client for all international air services. To the extent that any terms and conditions of the International Air Terms conflict with those of the General Terms and Conditions, the terms and conditions of the General Terms and Conditions shall prevail solely to the extent necessary to resolve the conflict or ambiguity. It is expressly understood that the International Air Terms do not cover or apply to other unrelated services such as full truckload transportation, parcel, warehousing, customs brokerage, intra-U.S. air, ocean, or other services that Zone Fusion has provided or may provide to the Client; and that those separate services shall be governed by their respective terms and conditions.
Additional Definitions:
- a. Special Drawing Rights (SDR) are an artificial currency instrument created by the International Monetary Fund, which is calculated from a weighted basket of major currencies, including the U.S. dollar, the euro, Japanese yen, Chinese yuan, and British pound.
- b. Warsaw Convention means whichever of the following instruments is applicable to the contract of carriage: (a) the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw, 12 October 1929; (b) that Convention as amended at The Hague on 28 September 1955; or (c) that Convention as amended at The Hague 1955 and by Montreal Protocol No. 1, 2, or 4 (1975) whichever may be applicable.
- c. Montreal Convention means the Convention for the Unification of Certain Rules for International Carriage by Air, done at Montreal on 28 May 1999.
Governing Law. International air services shall be governed by the Warsaw Convention or the Montreal Convention unless such services are not “international carriage” as defined by the applicable Conventions. In addition to the General Terms and Conditions and these International Air Terms, the services shall also be governed by the applicable air waybill. Client may request a copy of the waybill, which may include terms such as:
- a. Limits on the Carrier’s liability for loss, damage, or delay of goods and commodity restrictions.
- b. Claims procedures, including claim filing deadlines and lawsuit deadlines.
- c. Carrier’s right and rules regarding changes to the terms of the waybill and Carrier’s right to refuse to carry.
- d. Rights of the Carrier and limitations concerning delay or failure to perform service, including schedule changes, substitution of alternate Carrier or aircraft, and rerouting.
Stopping Locations. The agreed stopping places, which may be altered by Zone Fusion or any Carrier in case of necessity, are those locations other than the place of departure and destination. The Services may be performed by several successive Carriers is regarded as a single operation.
Cargo Claims. In addition to the General Terms and Conditions regarding claims, the Parties also agree to the following:
- a. Governing Law and Limitations. For Services to which neither the Warsaw Convention nor the Montreal Convention applies, Zone Fusion’s liability limitation shall not be less than the per kilogram monetary limit set out in Zone Fusion’s tariffs or general conditions of carriage for cargo lost, damaged, or delayed, provided that any such limitation of liability in an amount less than 22 SDR per kilogram will not apply for carriage to or from the U.S. If the carriage involves an ultimate destination or stop in a country other than the country of departure, the Warsaw Convention or the Montreal Convention may be applicable to the liability of Zone Fusion and carriers in respect of loss of, damage or delay to cargo. Depending on the applicable law, liability of Zone Fusion may be limited to 22 Special Drawing Rights per kilogram or 250 French gold francs per kilogram, converted into national currency under applicable law.
- b. Claims Deadlines. Claims must be made to Zone Fusion within the following deadlines: (1) for damage claims, a preliminary claim within 48 hours of delivery and a formal claim within 30 days of receipt of the cargo; (2) for missing Goods, within one-hundred and twenty (120) days from the date of issue of the air waybill, or if an air waybill has not been issued, from the date of receipt of the cargo for transportation by Zone Fusion.
- c. Claims Processing. Cargo claims must be in writing and sent directly to Zone Fusion regardless of the air waybill used and which carrier performed the services that may have caused the damage or loss. The weight of the Goods to be used in determining Zone Fusion’s limit of liability shall be the weight which is used to determine the charge for carriage of such shipment; and the shipment weight shall be prorated to the packages covered by the same air waybill whose value is affected by the loss, damage, or delay. The weight applicable in the case of loss or damage to one or more articles in a package shall be the weight of the entire package.
Discretion with Routing. Zone Fusion is authorized by the Client to select the routing and all intermediate stopping places that it deems appropriate or to change or deviate from the routing shown on the face hereof.
Duties, Taxes & Charges. Zone Fusion is authorized (but shall be under no obligation) to advance any duties, taxes or charges and to make any disbursements with respect to the cargo, and the Client, owner, and consignee shall be jointly and severally liable for the reimbursement thereof. Zone Fusion shall be under no obligation to incur any expense or to make any advance in connection with the forwarding or re-forwarding of the cargo except against repayment by the Client, consignee, or owner.
Dangerous Goods. The Client warrants that the goods are fit for carriage, both for overseas and local transit, and that the goods are properly packaged, labeled, and classified. All hazardous materials and/or Dangerous Goods shipments shall be limited to the permissible materials and quantities for air transportation as set forth in the U.S. Department of Transportation hazardous materials transportation regulations and the International Air Transport Association (IATA) Dangerous Goods Regulations. Failure to properly classify a shipment as hazardous materials or Dangerous Goods, including failure to accurately describe on the air waybill or shipping document the hazardous or dangerous nature of the goods, will subject Client to liability for all resulting penalties, fines, expenses, losses, or damages whatsoever caused by, or in connection with the goods however arising.
Known Shipper. The information Client provides may be used to qualify Client as a “known shipper” pursuant to 48 USC 114. Such information may be disclosed to TSA personnel that operate the known shipper program. TSA also may share such information with contractors, air carriers, law enforcement, indirect air carriers, and other entities, pursuant to Privacy Act, 5 USC Section 552a. Transportation Security Threat Assessment Systems (DHS/TSA 002) outlines additional details for Client to review.
Auxiliary Services. Client shall hold Zone Fusion and its agents harmless for loss, damage, delay, or any monetary losses which are a result of Auxiliary Services. Such limitation of liability shall extend to Zone Fusion’s selection of the providers of the Auxiliary Services. Providers of Auxiliary Services are contractors for Client and are not Zone Fusion’s agents.

Appendix D

Ocean Terms

The Ocean Terms shall govern the dealings between Zone Fusion and Client for all NVOCC services. To the extent that any terms and conditions of the Ocean Terms conflict with those of the General Terms and Conditions, the terms and conditions of the General Terms and Conditions shall prevail solely to the extent necessary to resolve the conflict or ambiguity. It is expressly understood that the Ocean Terms do not cover or apply to other unrelated services such as full truckload transportation, logistics, parcel, warehousing, customs brokerage, air, or other services that Zone Fusion has provided or may provide to the Client; and that those separate services shall be governed by their respective terms and conditions.
Authority. Zone Fusion is authorized by the Federal Maritime Commission (FMC) as both a non-vessel operating common carrier (“NVOCC”) and an ocean freight forwarder.
Clause Paramount. For Services provided where the Goods are shipped from, or within the United States, shall be performed subject to the provisions of COGSA. For Services provided where the Goods are shipped not to, from, or within the United States shall be governed by the Hague-Visby Rules, including the 1979 SDR Protocol if that law is compulsorily applicable. If the Hague-Visby Rules including the 1979 SDR Protocol is not compulsorily applicable, the Hague Rules shall apply. For Services provided where the Goods are entirely shipped within the U.S., the provisions of COGSA shall apply to Carriage on coastwise and inland waterways with the force of law. Reference to carriage by sea in such rules or legislation shall be deemed to include reference to inland waterways. Except as may be otherwise specifically provided herein, such applicable law shall govern before the Goods are loaded on and after they are discharged from the Carrier’s ship whether the Goods are carried on deck or under deck and throughout the entire multimodal carriage evidenced by this bill of lading. If the provisions of any international convention or national law or of a contract between Carrier and subcontractors applicable to the stage of carriage during which the loss, damage, mis-delivery, or delay occurred would result in liability, and such liability is less than Carrier’s liability as determined herein, then Carrier’s liability shall not exceed such lesser amount. Nothing in this bill of lading shall operate to limit or deprive the Carrier of any statutory protection, defense, exception, or limitation of liability authorized by any applicable laws, statutes or regulations of any country. The Carrier shall have the benefit of the said laws, statutes, or regulations as if it were the owner of any carrying ship.
Definitions.
- a. “Carriage” means all operations and services undertaken or performed by or on behalf of the Carrier with respect to the Goods.
- b. “Carrier” means the Zone Fusion stated on the front of this Bill of Lading as being the carrier and on whose behalf this Bill of Lading has been signed or issued.
- c. “Charges” means and includes freight and all expenses and money obligations incurred and payable by Merchant.
- d. “COGSA” means the Carriage of Goods by Sea Act of the United States of America approved on April 16, 1936.
- e. “Container” includes any container, trailer, transportable tank, lift van, flat, pallet, or any similar article of transport used to consolidate Goods.
- f. “Goods” means the cargo supplied by the Merchant and described on the face side hereof and includes any container not supplied by or on behalf of Carrier.
- g. “Hague Rules” means the provisions of the International Convention for Unification of certain rules relating to Bills of Lading signed at Brussels on August 25, 1924.
- h. “Hague-Visby Rules” means the Hague Rules as amended by the Protocol signed at Brussels on February 23, 1968.
- i. “Merchant” includes the Client, the Receiver, the Consignor, the Consignee, the Holder of this Bill of Lading, and any person having a present or future interest in the Goods or any person acting on behalf of any of the above-mentioned persons.
- j. “Vessel” means and includes the ocean vessel named in this Bill of Lading, or any conveyance owned, chartered, or operated by Carrier or used by Carrier for the performance of this contract.
Cargo Claims. Carrier’s liability for any loss or damage to Goods shall not exceed the amount of $500 per package or per customary freight unit. Notwithstanding the foregoing, the Carrier’s liability for any loss, theft, damage or delay to or of the Goods shall not exceed and shall be limited to the limits of liability contained in any applicable carrier’s bill of lading or tariff (including inland carriers) if such limits of liability apply to the loss, theft, damage or delay. However, Carrier shall not, in any case, be liable for an amount greater than the actual loss to the entity entitled to make the claim. “Customary freight unit” shall mean each physical unit or piece of cargo not shipped in a package, including articles and things of any description except Goods shipped in bulk. As to Goods shipped in bulk, the limitation thereto shall be the limitation provided in applicable law, and in no event shall anything herein be construed to be a waiver of a limitation as to Goods shipped in bulk. In any case where Carrier’s liability for compensation may exceed the amounts set forth herein, compensation shall be calculated by reference to the value of the Goods, according to their current market price, at the time and place they are delivered, or should have been delivered, in accordance with this contract. If the value of the Goods is less than $500 per package or per customary freight unit, their value for compensation purposes shall be deemed to be the invoice value, plus freight and insurance, if paid. Carrier shall not be liable for any loss or damage arising from: (1) compliance with the instructions of any person authorized to give them; (2) handling, loading, stowage or unloading of the Goods by or on behalf of Merchant; and (3) any cause or event which Carrier could not avoid and the consequences of which could not have been prevented by the exercise of due diligence.
Notice of Claim. Written notice of claims for loss of or damage to Goods occurring or presumed to have occurred while in the custody of Carrier must be given to Carrier at the port of discharge before or at the time of removal of the Goods by any person entitled to delivery. If such notice is not provided, removal shall be prima facie evidence of delivery in good condition by Carrier. If such loss or damage is not apparent, Client must give Carrier written notice within three (3) days of the delivery, or all claims of loss or damage are waived.
Projects & Heavy Lifts. For all projects and heavy lifts, which shall include but not be limited to, projects and heavy lifts identified as “break bulk,” “out of gauge” and other shipments with unique requirements, Merchant shall provide Carrier with all appropriate information on the Goods sufficiently in advance of loading to enable the precautions which may be necessary for proper stowage and safe carriage of the Goods to be put into effect. Such information shall be confirmed in writing and by appropriate documents provided to Carrier prior to loading the Goods on the ship. The information shall include, at a minimum, a general description of the Goods, the gross mass of the Goods or of the unit(s) to be transported, and any relevant special properties of the Goods. If all such information is not fully and accurately provided to Carrier sufficiently in advance to loading and in accordance with the terms set forth herein, Merchant shall be responsible for and shall fully indemnify Carrier for all resulting losses, claims, damages, or charges that should occur.
Scope of Voyage; Substitution of Vessel; Transshipment.
1. Carrier is entitled to perform the transport in any reasonable manner and by any reasonable means, methods and routes.
2. The scope of the contracted voyage shall include usual or customary ports of call, whether named in this Bill of Lading, and ports within or outside the geographical, advertised, or customary route or order, even though the Vessel may sail beyond or in a direction contrary to the port of discharge, return to the original, port, or depart from the direct or customary route, and includes all canals, straits, and other waters. The vessel may call at any port for the purposes of the current, prior, or subsequent voyages. The vessel may omit calling at any port whether scheduled or not and may call at the same port more than once and may discharge the Goods during the first or subsequent call.
3. The Vessel shall have the liberty to, at any time, adjust navigational instruments, make trial trips, dry dock, go to repair yards, shift berths, take in fuel or stores, embark, or disembark any persons, carry contraband and hazardous Goods, sail with or without pilots and save or attempt to save life or property. Delays resulting from such activities shall not be deemed a deviation.
4. Carrier’s sailing schedules are subject to change without notice both as to the sailing date and the date of arrival. If the Goods are shipped on a through Bill of Lading, no Carrier is bound to use any train, truck, aircraft, vessel, or other means of conveyance, or in time for any particular market or otherwise.
5. Carrier shall be at liberty to carry the cargo or part thereof to the Port of discharge by the said or other vessel or vessels either belonging to the Carrier or others, or by other means of transport, proceeding either directly or indirectly to such port.
6. Carrier shall be at liberty to transship, discharge cargo to lighters or other craft, land and store the cargo either on shore or afloat and reship and forward the same. If Carrier must engage lighters or other craft at the port, due either to local custom, necessities, or regulations requiring same, then Carrier shall engage such lighters, or other craft at the risk and expense of the Goods. Discharge of the Goods into such lighters or other craft shall constitute proper delivery, and any further responsibility of the Carrier with respect to the Goods shall thereupon terminate.
Force Majeure Events Affecting Performance.
1. Carrier shall use reasonable endeavors to complete transport and to deliver the Goods at the place designated for delivery. If at any time in the opinion of Carrier the performance of the Services will be affected by any hindrance, risk, delay, difficulty or disadvantage of any kind including strike, labor disputes, acts of God, weather, mechanical failures, pandemics, disease, cyber-attacks; civil commotions; acts or omissions of customs or quarantine officials; public authorities acting with actual or apparent authority; acts of carriers related to security; the nature of the freight or any defects thereof; inherent vice of the Goods; public enemies; hazards incident to a state of war; or acts of terrorism and if by virtue of the above Carrier has no duty to complete the performance of the contract, Carrier whether or not the transport is commenced may elect to treat the performance of this contract as terminated and place the Goods at Merchant’s disposal at any place Carrier shall deem safe and convenient; or may elect to deliver the Goods at the place of delivery.
2. If, in the reasonable judgment of Carrier, the continued carriage would expose the Vessel or any cargo onboard to risk of seizure, damage or delay, in consequence of war, warlike operations, blockade, riots, civil commotions or piracy, or any person onboard to risk of loss of life or freedom, or that any such risk has increased, then Carrier may discharge the cargo at the Port of loading, or any other safe and convenient port.
3. If epidemics, quarantine, ice, labor troubles or obstructions, strikes, lockouts, difficulties in loading or discharging would prevent the vessel from leaving the Port of loading or reaching or entering the Port of discharge or discharging in the usual manner and departing therefrom safely and without unreasonable delay, Carrier may elect to discharge the cargo at the Port of loading or any other safe and convenient port.
4. The discharge of the Goods under any provision hereunder shall be deemed due fulfilment of the contract of carriage. In any event Carrier shall be entitled to full freight charges for any Goods received for transportation and additional compensation for extra costs resulting from the circumstances referred to above.
Government Directions. Carrier shall have liberty to comply with any order, directions, or recommendations in connection with the carriage under this Bill of Lading given by any Government or Authority, or anybody acting or purporting to act on behalf of such Government or Authority, or having the right to give such orders, directions, or recommendations. Discharge or delivery of the Goods in accordance with the said order, directions or recommendations shall be deemed a fulfilment of the contract of carriage and any extra expenses incurred by Carrier in connection with this clause shall be paid by Merchant in addition to the freight and charges.
Carrier’s Containers. If Goods are not received by Carrier already in Containers, Carrier may pack them in any type of Container. Merchant shall be liable to Carrier for damage to Carrier’s Containers or equipment if such damage occurs while such equipment is in control of Merchant or his agents. Merchant shall indemnify Carrier for any damage or injury to persons or property caused by Carrier’s Containers during handling by or when in possession or control of Merchant. Merchant undertakes to return such Containers to Carrier within the time provided for in Carrier’s applicable tariff; otherwise, Merchant shall pay Carrier for the demurrage or detention charges applicable to the Containers. Where the Carrier is instructed to provide a Container in the absence of a written request to the contrary, the Carrier is not under any obligation to provide a Container of type or quality.
Container Packed by Merchant. If Carrier receives the Goods already packed into containers:
1. This Bill of Lading is prima facie evidence of the receipt of the number of Containers set forth, and that number only. Carrier accepts no responsibility with respect to the order and condition of the contents of the Containers;
2. Merchant warrants that the stowage and seals of the Containers are safe, proper and suitable for handling and carriage;
3. Delivery shall be deemed as full and complete performance when the Containers are delivered by Carrier with the seals intact and Carrier shall not be liable for any shortage of Goods discovered at delivery; and
4. The Carrier or any person authorized by the Carrier shall be entitled, but under no obligation, to open any container or package at any time and to inspect the Goods.
5. The Carrier shall not be liable for loss of or damage to Goods caused by any of the following:
  1. The manner in which the Container has been stuffed or packed;
  2. The unsuitability of the Goods for carriage in Containers;
  3. The unsuitability or defective condition of the Container provided;
  4. If the Container is not sealed at the commencement of the Carriage except where the Carrier has agreed to seal the Container.
6. The Merchant shall defend, indemnify, and hold the Carrier harmless against any loss, damage, claim, liability, or expense arising from one or more of the conditions covered by this Section.
Temperature Controlled Cargo. The Merchant agrees not to tender for transportation any Goods which require temperature control or humidity control without previously giving written notice (and filling in the appropriate notation on this Bill of Lading) of their nature and particular temperature range, or humidity range, to be maintained and receiving written approval from Carrier of such transport. Special containers with heating or refrigeration units may entail an increased freight rate or charge. In the case of a temperature-controlled Container stuffed by or on behalf of Merchant, the Merchant further represents and warrants that the Container has been properly pre-cooled, that the Goods have been properly stuffed in the Container, and that its thermostatic controls have been properly set by the Merchant before receipt of the Goods by the Carrier. If these requirements are not complied with, the Carrier shall not be liable for any loss or damage to the Goods caused by such noncompliance. The Carrier shall not be liable for any loss or damage to the Goods arising from defects, derangement, breakdown, stoppage of the temperature controlling machinery, plant, insulation, or any apparatus of the Container, provided that the Carrier shall use reasonable care to maintain the refrigerated Container in an efficient state.
Dangerous Goods. Merchant may not tender Goods of a dangerous nature, which shall include but not be limited to: Goods considered to be hazardous, flammable, noxious, damaging, or radioactive, without first submitting written application to Carrier and Carrier’s acceptance of the same. In the application, Merchant must identify the nature and specific contents of the Goods with reasonable specificity as well as the names and addresses of the Clients and consignees. Whenever applicable, Merchant must provide Material Safety Data Sheets (“MSDS”) for all Goods of a dangerous or hazardous nature. Merchant shall distinctly and permanently mark the nature and specific contents of the Goods on the outside of the package and Container and shall submit to Carrier or to the appropriate authorities all necessary documents required by law or by Carrier for the transportation of such Goods. If the Goods subsequently, in the judgment of Carrier, become a danger to any person or property, Carrier, the Vessel, or other cargo, Carrier may dispose of the Goods without compensation to Merchant, and Merchant shall indemnify Carrier for any loss, damages, claims or expenses arising from such action.
Deck Cargo. Carrier has the right to carry the Goods in any Container under deck or on deck, at Carrier’s option, and notwithstanding any contrary custom or practice of the trade. Carrier is not required to note “on deck stowage” on the face of the Bill of Lading and Goods so carried shall constitute under deck stowage for all purposes including the General Average.
Delivery, Loading and Discharge. Carrier shall have the right to deliver the Goods at any time or at any place designated by Carrier within the commercial or geographic limits of the port of discharge or place of delivery shown in this Bill of Lading. Carrier’s responsibility shall cease when delivery has been made to Merchant, any person authorized by Merchant to receive the Goods, or in any manner or to any other person in accordance with the custom and usage of the port of discharge. Loading and discharging may commence without prior notice, immediately upon arrival of the vessel. The port authorities are hereby authorized to load and unload the cargo from or to the vessel as fast as possible, including outside ordinary working hours notwithstanding any custom of the port and notwithstanding any weather conditions. If the Goods are not taken away by the Merchant by the expiration of the next working day after the Goods are at Merchant’s disposal, the Goods may at Carrier’s option and subject to Carrier’s lien, be sent to storage or be permitted to lie where landed but always at the risk and expense of the Merchant. The responsibilities of Carrier in any capacity shall cease and the Goods shall be delivered, and at their own continued risk and expense, in every respect when taken into the custody of Customs or other Authorities.
Warehouseman Lien. In the following instances, Carrier shall have a warehouseman lien, notwithstanding any other benefits or remedies:
1. If Goods should remain in Carrier’s custody after discharge from the Vessel and possession is not taken by Merchant, after notice, within the time allowed in Carrier’s applicable tariff, the Goods may be considered to have been delivered to Merchant, and, at Carrier’s option, may be stored at Merchant’s expense.
2. If Goods go into demurrage, Carrier shall assume the rights of warehouseman, and the Bill of Lading shall constitute a warehouseman’s non-negotiable receipt. Goods will be delivered to the consignee or other person(s) entitled to receipt of the Goods upon payment of all charges due. If Goods are not claimed within ten (10) days after demurrage commences, Carrier may exercise its warehouseman’s right to sell or auction such goods. Carrier may assert a general lien for charges and expenses in relation to other Goods, whether these Goods have been delivered by Carrier.
Freight and Charges.
1. Full freight and charges shall be deemed completely and irrevocably earned on receipt of Goods by Carrier, whether the freight charges are intended to be prepaid or collected at destination. Payment shall be in full and in check or by wire transfer to Carrier’s receiving bank, in the currency as instructed by Carrier. Interest at the rate of 18% per annum or the legal maximum shall apply from the date when freight charges are due. If the services of a freight forwarder are used for this transportation, those services shall be deemed to be performed as agent of Merchant and payment of freight charges to the freight forwarder is not payment to Carrier. Full freight charges shall be paid on damaged or unsound Goods.
2. Freight may be calculated based on the particulars of the Goods furnished by Merchant. Carrier and Merchant agree that it might be difficult or impossible to assess damages if freight is incorrectly declared. Therefore, in case of incorrect declaration of the Goods, Merchant shall pay as liquidated damages a sum equal to three times the difference between the correct weight and the freight charged is – notwithstanding any other sum having been stated herein as freight payable. Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by Carrier to Merchant are for informational purposes only and are subject to change without notice and shall not under any circumstances be binding upon Carrier.
3. Merchant shall be liable for all dues, duties, fines, taxes, and charges, including consular fees, levied on the Goods. Merchant shall be liable for return freight and storage or other charges on the Goods if they are refused export or import by any government.
4. All persons encompassed within the definition of “Merchant” as provided herein shall be jointly and severally liable to Carrier for the payment of all freight and charges, including advances.
5. All persons encompassed within the definition of “Merchant” as provided herein shall jointly and severally indemnify the Carrier for all claims, fines, penalties, damages, costs, and other amounts which may be incurred or imposed upon the Carrier by reason of any breach of the Merchant of any of the provisions of this Bill of Lading or of any statutory or regulatory requirements.
Time Bar. The Carrier shall be discharged of all liability unless suit is brought in the proper forum and written notice thereof received by the Carrier within nine (9) months after delivery of the Goods or the date when the Goods should have been delivered. If such time period shall be found contrary to any convention or law, the shortest period prescribed by such convention or law shall then apply, but in that circumstance only.
General Average. General Average shall be adjusted at New York, or any other port at Carrier’s option, according to the York-Antwerp Rules of 1974. The General Average statement shall be prepared by adjusters appointed by Carrier. In the event of accident, damage, danger or disaster after commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for the consequence of which Carrier is not responsible by statute, contract or otherwise, Merchant shall contribute with Carrier in General Average to the payment of any sacrifice, loss or expense of a General Average nature that may be made or incurred and shall pay salvage or special charges incurred with respect to the Goods. If a salvaging vessel is owned or operated by Carrier, salvage shall be paid for as fully as if the salvaging vessel or vessels belonged to any non-party.
Both to Blame Collision. If the Vessel comes into collision with another vessel as a result of negligence of the other vessel and any negligence or fault on the part of Carrier or its servants or subcontractors, Merchant shall indemnify Carrier against all loss or liability to the other or non-carrying vessel or her owners, insofar as such loss or liability represents loss of, or damage to, or any claim whatsoever of Merchant paid or payable by the other or non-carrying vessel of her owners to Merchant and set-off, recouped or recovered by the other or non-carrying vessel or her owners as part of their claim against the carrying ship or her owner. This provision shall apply as well where the owners, operators, or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault with respect to a collision or contact.
Carrier’s Tariffs. The Goods carried hereunder are subject to all the terms and provisions of Carrier’s applicable tariff or tariffs on file with the Federal Maritime Commission or any other regulatory body which governs a particular portion of this carriage, and the terms and provisions of the said tariff or tariffs are incorporated herein. Copies of such provisions are obtainable from Carrier or his agents upon request or from the Federal Maritime Commission or from a government body with whom the tariff has been filed. In the case of inconsistency between the Ocean Terms and the applicable tariff, the Ocean Terms and the Agreement shall prevail and govern. NRA (Negotiated Rate Agreement) is available upon client request in writing, THE SHIPPER’S BOOKING OF CARGO AFTER RECEIVING NRA OR NRA AMENDMENT CONSTITUTES ACCEPTANCE OF THE RATES AND TERMS OF THIS NRA OR NRA AMENDMENT.

Appendix E

Final Mile

The Final Mile Terms shall govern the dealings between Zone Fusion and Client for all parcel delivery services. To the extent that any terms and conditions of the Final Mile Terms conflict with those of the General Terms and Conditions, the terms and conditions of the General Terms and Conditions shall prevail solely to the extent necessary to resolve the conflict or ambiguity. It is expressly understood that the Final Mile Terms do not cover or apply to other unrelated services such as full truckload transportation, warehousing, customs brokerage, international, air, ocean, or other services that Zone Fusion has provided or may provide to the Client; and that those separate services shall be governed by their respective terms and conditions.
Services. Acting as a freight forwarder MC 1086469, authorized by the FMCSA and as a parcel delivery services agent in the U.S., Zone Fusion agrees to provide end-to-end transportation services from origin ports overseas to recipients’ docks in the U.S., and other value-added import logistics services to U.S. import freights/parcels, ranging from customs clearance, airport/pier trucking, local transportation to last-mile delivery services to Client.
Cross Border Services. Zone Fusion may provide Client with cross border parcel services, such as:
1. through subsidiaries and agents at the ports of origin overseas, logistic services not limited to export customs declaration, trucking, export consolidation and cross-border freight/parcel moving via air and ocean;
2. at the destination, customs clearance (using customers IOR only) services, including formal entry on air/ocean freight; Sec 321 clearance at CFS and ECCF, and Type 86 clearance at CFS on air freight; and Type 86 clearance on ocean freight;
3. at the destination, airline freight recovery and pier container recovery services;
4. freight/parcel handling services, but not limited to, container direct injection to carriers’ hubs whenever the hubs accept, container trans-loading, short-term warehousing, palletizing, and local line-haul delivery to carriers’ hubs or Client’s warehouse;
5. final-mile freight trucking and parcel delivery services via self-operated delivery force and partners’ delivery network and services;
6. scanning events which are available at Client’s request on Zone Fusion’s portal; and/or
7. assist suppliers with any freight/parcel delivery exceptions may occur; and update accurate tracking information of the consignments/freight/parcels to Client in a timely manner.
Client’s Rights and Obligations.
1. Client will hold title or any other rights of ownership in the freight/parcels until such time as the freight/parcels are delivered to recipients. Client shall strictly follow the laws and regulations of USCBP and other U.S. government regulatory agencies to conduct shipping business and commit to making accurate and true declaration on an import shipment, such as value, weight, quantity, HTSUS tariff codes and recipient’s information.
2. Client shall prepare all freight/parcels to the standards of transportation safety complying with regulations set by government agencies at origin and destination ports to ensure that proper packaging and labels is used and that contents are adequately and securely packed, wrapped, and cushioned for transportation. Client shall utilize Zone Fusion’s designated shipping labels on the packages entering Zone Fusion’s delivery network.
3. Client shall not render service to any of the articles prohibited pursuant to the terms herein as noted below as well as standards regulated by Customs Authorities: (1) any freight/parcel with an actual value of more than $800 without written permission; (2) any articles that are prohibited by applicable law or regulation of any federal, state, provincial, or local government in the U.S., including the products which are counterfeit or infringe upon the intellectual property rights of any third party; and (3) any articles that consider as Dangerous Goods in air or ground transportations, such as but not limited to lithium batteries of any amount without written permission.
4. Client shall be fully responsible and shall not file claims of damage, loss, return, surcharges, confiscation, abandon and penalties of shipment against Zone Fusion, incurred because of Client’s error or omission in its preparation of its Client Documents (as defined below) or for not following other appropriate procedures. Client warrants that in preparing and submitting export declarations, applications, security filings, documentation and/or other required data (collectively, “Client Documents”), the Zone Fusion relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Client/shipper. Client shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold Zone Fusion harmless from all claims asserted and/or liability or losses suffered by reason of the Client’s failure to disclose information or any incorrect, incomplete, or false statement by the Client or its agent, representative or contractor upon which Zone Fusion reasonably relied. Client hereby acknowledges it has an affirmative non-delegable duty to disclose all information required to import, export, or enter the shipment.
5. For the purposes of enrolling Zone Fusion’s services and register for a Zone Fusion’s account, Client agrees to provide the following documents to Zone Fusion: (1) Client’s legal representative’s legal name, real current physical address, true phone number, U.S. FEIN and or D&B # if applicable, and valid e-mail address; (2) a copy of Client’s valid business license; (3) a copy of Client’s credit application or similar documentation; and (4) any other documents required by Zone Fusion, such as POA and SLI with a signature of Client’s legal representative on each document if requested.
6. Upon Client request, Zone Fusion may provide access to consignment/freight/parcel tracking information, including transportation events of arrival at bonded warehouse, arrival at last-mile carriers’ distribution facilities, departure from distributions facilities, being on transit, delivery, or exception, via integrating Zone Fusion’s Tracking API into Client’s system.
7. Client agrees to keep all information relating to Zone Fusion, including, but not limited to pricing, suppliers, carriers, service guide, SOP, data confidential and not to disclose such information except with the written consent of Zone Fusion.
8. Client shall be held fully responsible for all last-mile delivery carriers’ charges arising from Client’s labeling account with Zone Fusion.
9. Client shall be held fully responsible for economic loss, financial penalty, and legal fees caused by the business conducts which involves weight discrepancy, mis-manifesting, label expiration and relabeling on the same service or replaced service decided by last-mile carriers, shipping prohibited goods (such as IPR-violating commodities and lithium batteries) by Chinese and U.S. governmental regulatory agencies.
Zone Fusion’s Rights and Obligations.
1. As Client entrusted, Zone Fusion shall work with licensed custom house brokers and certified distribution suppliers and last-mile carriers to provide Client professional customs clearance, local transportation, and freight/parcels last-mile delivery services at the ports of destination in the United States.
2. Zone Fusion may adjust charges and rates without notice on the condition of any shipping exception caused by such incomplete or incorrect shipment data and customs clearance documentation. Zone Fusion will not be responsible for any return, loss or extra handling charges and fees caused by such data as well as the service failures, including, not limited to service selected, and freight/parcels’ tracking number, weight, dimensions, recipients, recipients’ address, and recipients’ phone number. The determination of such data and service failures is at LCB broker and carriers’ sole and unlimited discretion.
3. Zone Fusion shall not be liable for any return, duty and taxes, confiscation, disposal, fines, legal punishment for any consigned freight/parcel prohibited by applicable law or regulation of any federal, state, or municipal government in the US.
Fees and Payment Terms.
1. Client agrees to provide Zone Fusion a security deposit to be determined as pre-payment for using Zone Fusion last-mile delivery services. If the balance in Client’s account is insufficient or negative, Client shall add adequate funds to its account within forty-eight (48) hours after receiving a notice from Zone Fusion. If Client fails to add adequate funds to its account within forty-eight (48) hours after receiving out notice, Zone Fusion reserves the right to terminate the functions of labels creating and printing in Client’s account or to immediately suspend any services herein this Agreement.
2. Client will be charged the services fees set by Zone Fusion. The services fees may be modified from time to time by Zone Fusion, upon two-week advance notice to Client. The fuel surcharges of last-mile carriers are subject to adjustment bi-weekly, and it shall be Client’s responsibility to access and get the information on the adjusted fuel surcharges via last-mile carriers’ websites.
3. Client will receive last-mile delivery service invoices on a weekly basis, or as otherwise agreed in writing. The weekly invoice will be emailed to Client. Requests for an invoice adjustment (e.g., adjustment of charges based on poor printing or an incorrect rate, billable weight, account number, label cancellation, type of service, shipping charge correction, etc., or a refund due to various reasons must be received by Zone Fusion within thirty (30) days of sending the origin invoice to Client. Invoice adjustment will be made, and credit memo/invoices will be provided by Zone Fusion after the requests have been verified and approved by Zone Fusion. Client will be able to use the credit memo/invoices on the payments on its incoming invoices.
4. Deposit and account balance will be returned to Client within sixty (60) days of the Agreement’s termination. Notwithstanding the foregoing, these Final Mile Terms shall continue to apply to any consignments/parcel/freight to which Client engages the services of Zone Fusion.
Cargo Claims.
1. For any claims on loss, damage, or delay, Zone Fusion shall assist with investigation and respond within fourteen (14) days from Client’s notification. Notwithstanding the foregoing, Zone Fusion and Client will adhere to the contracted final mile provider(s) claims policies, and/or tariffs, including their terms and conditions as well as any limitations of liability.
2. During the period from shipping information being generated in Zone Fusion’s systems when a freight/parcel is at the port of origin till the freight/parcel being delivered to recipient at the port of destination, Zone Fusion is not liable for any loss, damage, delay, and shortage of the freight/parcel, and is not obligated to make any compensation to Client, unless properly documented and such documentation indicates the shipments were in Zone Fusion’s care, custody, and control.
3. Zone Fusion does not provide any parcel return service and shipment value protection service. All undelivered parcels returned to Zone Fusion’s facility will be automatically abandoned. For any undeliverable returns caused by incorrect address or any other delivery exceptions, all related charges that may occur will be the responsibility of the Client.
Liability. Zone Fusion is not responsible for any shipment that is not using approved Zone Fusion designated shipping labels. Zone Fusion’s liability in loss or damage before turning to last-mile delivery carriers will follow Zone Fusion’s Agreement on Freight Forwarding and Customs Clearance Services pursuant to Zone Fusion’s terms and conditions incorporated herein by reference, subject to updates from time to time listed at www.zonefusion.com. For small parcel services, Zone Fusion’s liability is limited to the portion of the price paid by the Client to Zone Fusion for Services subject to the relevant claim and not to exceed USD $50 per parcel. After shipments turned over to last-mile carriers, such as UPS, FedEx, USPS, Pitney Bowes, DHL e-Commerce and other last-mile carriers, these carriers’ claim policies will apply. If a consignment combines carriage by air, road, sea and/or other mode of transport, it shall be presumed that any loss or damage is incurred during any period of such carriage unless proven otherwise. Zone Fusion’s liability in respect of any one consignment transported is limited to terms and conditions and limitations of liability pursuant to UPS, FedEx, USPS, Piney Bowes, or DHL e-Commerce or last-mile carrier terms for damage/lost claim.