TERMS AND CONDITIONS OF SERVICE

Guaranteed Express LLC
State of Incorporation: California
Federal Motor Carrier Safety Administration Docket Number: FF63969
Effective Date:

These Terms and Conditions of Service (“Terms”) constitute a legally binding contract between Guaranteed Express LLC (“Company”), a licensed freight forwarder under docket number FF63969, and the Customer (as defined below). These Terms govern all services provided by the Company, including but not limited to freight forwarding, customs brokerage, warehousing, air freight, ocean freight, ground transportation, and related logistics services.

By engaging the Company’s services or tendering goods for carriage, the Customer agrees to these Terms in their entirety.

1. Definitions

1.1 Company: Guaranteed Express LLC, its subsidiaries, affiliates, agents, and representatives.

1.2 Customer: Any person or entity for whom the Company provides services, including but not limited to shippers, consignees, importers, exporters, carriers, warehousemen, buyers, sellers, agents, brokers, insurers, or any party acting on their behalf. The Customer is responsible for providing notice of these Terms to its agents and representatives.

1.3 Goods: Articles, including packaging, containers, or other materials, tendered by the Customer for transportation, storage, or related services, as described in any Transport Document or agreement.

1.4 Charges: All fees, including but not limited to freight, duties, taxes, detention, demurrage, storage, insurance premiums, and collection costs (including attorneys’ fees and court costs).

1.5 Documentation: All information provided by the Customer, whether in paper or electronic form, including but not limited to customs declarations, export documents, and shipment instructions.

1.6 Third Parties: Carriers, truckers, drayage companies, ocean transportation intermediaries (OTIs), customs brokers, warehousemen, and other service providers engaged by the Company to handle, transport, or store Goods.

1.7 Transport Document: Any bill of lading, air waybill, or other document issued by the Company or a Third Party governing the carriage of Goods.

1.8 Carriage: The transportation of Goods from the Place of Receipt to the Place of Delivery, including any incidental handling or storage.

2. Scope of Services

2.1 Company’s Role: The Company acts as a non-vessel-operating freight forwarder and, where applicable, as the Customer’s agent for arranging transportation, customs clearance, export/import Documentation, warehousing, or other logistics services. The Company is not a carrier unless explicitly acting as such in a specific transaction, as evidenced by a Transport Document naming the Company as the carrier.

2.2 Hierarchy of Terms: A signed master service agreement or rate confirmation prevails over these Terms; these Terms prevail over any shipper-prepared forms inconsistent with them. Uniform Straight Bill of Lading terms are incorporated unless varied by a written contract. In the event the Company issues a Transport Document (e.g., bill of lading, air waybill, or similar document) containing terms and conditions, those terms and conditions shall govern to the extent they conflict with these Terms. Services provided by affiliates or third parties may be subject to their own standard trading terms, which shall take precedence for those specific services.

2.3 Air Freight Services: For air freight, the Company arranges transportation via air carriers and coordinates related services, such as cargo consolidation, Documentation, and customs clearance. Air freight services are subject to the terms of the air waybill and applicable international conventions.

2.4 Customs Brokerage: The Company may provide customs brokerage services, including preparing and filing entries, securing export licenses, and liaising with U.S. Customs and Border Protection (CBP) or other government agencies, as the Customer’s agent.

2.5 Warehousing and Storage: The Company may provide or arrange warehousing and storage services, subject to the terms herein and any specific warehousing agreement.

2.6 Other Services: The Company may provide additional logistics services, such as cargo consolidation, packaging, or supply chain management, as agreed in writing.

3. Freight Forwarder Operations (General)

3.1 Use of Subcontractors: Company may subcontract to carriers subject to FMCSA jurisdiction.

3.2 No Misrepresentation as Carrier/Broker: Company does not advertise or represent brokerage as carrier operations and will not perform brokerage services except under separate registration and agreement, consistent with 49 CFR §371.7.

4. Canada Operations (Road/Freight Forwarding)

4.1 Uniform Conditions of Carriage (Provincial): For Canadian domestic or interprovincial truck carriage, the Uniform Conditions of Carriage prescribed by the origin province govern the contract of carriage and may include notice provisions and default cargo liability limits (often C$2.00 per pound unless a higher declared value is made and paid).

4.2 Which Province’s Conditions Apply: For extra-provincial motor carrier undertakings, the conditions of carriage in the province of origin apply.

4.3 Bills of Lading (Canada): Canadian provincial regulations require use of Bills of Lading that incorporate Uniform Conditions; Shippers benefit from clear identification of parties, commodity/weight, and any declared value prior to tender.

5. Air Freight (U.S./Canada—Arriving or Departing)

5.1 Contract of Carriage & AWB: Air shipments are governed by the Air Waybill (AWB) and the carrier’s Conditions of Carriage, which typically incorporate IATA Resolution 600b (AWB Conditions of Contract). Shipper may increase liability by declared value and payment of supplemental charges, per AWB terms.

5.2 Montreal Convention—International Air Cargo: For international carriage by air (including U.S.–Canada shipments), the Montreal Convention 1999 governs liability. Effective December 28, 2024, the cargo liability limit is 26 SDR per kilogram, per ICAO’s five-year review mechanism; carriers must update tariffs accordingly.

5.3 Domestic Air Carriage (U.S. & Canada): For domestic air shipments, liability and conditions are governed by the carrier’s tariff and AWB.

5.4 Multi-Modal Air/Road: AWB Conditions permit carriage by other means (e.g., road) unless Shipper instructs otherwise.

5.5 Claims (Air): Claim periods, notice requirements, and dispute venues follow the AWB and applicable Convention/carrier tariff.

6. Customer’s Obligations

6.1 Accuracy of Information: The Customer shall provide accurate, complete, and timely Documentation and information, including but not limited to descriptions, weights, measurements, values, and classifications of Goods. The Customer shall immediately notify the Company of any errors, discrepancies, or omissions in documents prepared or filed on its behalf.

6.2 Compliance with Laws: The Customer shall comply with all applicable laws, regulations, and international conventions, including but not limited to U.S. export controls, customs regulations, and hazardous materials regulations. The Customer shall bear all duties, taxes, fines, or penalties resulting from non-compliance.

6.3 Packaging and Labeling: The Customer shall ensure Goods are properly packaged, labeled, and marked to withstand ordinary handling and transportation. For hazardous or perishable Goods, the Customer shall provide written notice of specific requirements (e.g., temperature controls, handling precautions) prior to tendering the Goods.

6.4 Review of Documents: The Customer shall review all documents prepared by the Company, including customs entries and Transport Documents, and promptly notify the Company of any inaccuracies.

6.5 Payment: The Customer shall pay all Charges in advance unless the Company agrees in writing to extend credit. Payment shall be made without set-off, counterclaim, or deduction.

7. Quotations and Charges

7.1 Non-Binding Quotations: Quotations for fees, freight rates, duties, or other Charges are for informational purposes only and subject to change without notice. Quotations are binding only if the Company agrees in writing to perform services at a specific rate and payment terms are finalized.

7.2 Earned Charges: All freight and Charges are earned upon the Company’s receipt of the Goods and are non-refundable, regardless of whether the Carriage is completed.

7.3 Additional Charges: The Customer shall be liable for additional Charges arising from inaccurate descriptions, non-compliance, refused deliveries, or unforeseen circumstances.

7.4 Collection Costs: In any dispute over unpaid Charges, the Customer shall pay all collection costs, including reasonable attorneys’ fees and interest at 15% per annum or the maximum rate allowed by law, whichever is less.

8. Limitation of Actions

8.1 Notice of Claim:
(a) All claims against the Company must be submitted in writing within 90 days of the event giving rise to the claim. For air freight, visible damage must be reported within 7 days of delivery, and concealed damage within 14 days, per the Montreal Convention. Claims must include detailed Documentation, including photographs and proof of loss.
(b) Failure to provide timely notice shall bar any claim or action against the Company. No claim will be honored by the Company’s insurance company if brought more than one year after the loss.

8.2 Filing of Lawsuits:
(a) Claims arising from ground or ocean transportation must be filed within 1 year from the date of loss or delivery.
(b) Claims arising from air transportation must be filed within 2 years from the date of loss or delivery, per the Montreal Convention.
(c) Claims arising from customs brokerage must be filed within 75 days from the date of liquidation of the entry.
(d) All other claims must be filed within 2 years from the date of loss or damage.

8.3 Cargo Claims Process:
(a) Claims must be submitted to geadmin@guaranteed-express.com (mailto:geadmin@guaranteed-express.com) with all freight Charges paid in full.
(b) For visible damage, the delivery receipt must note the damage; “Upon further inspection” notations are not accepted.
(c) Claims must include photographs of the damaged Goods and packaging.
(d) Lawsuits for cargo claims under Carmack must be filed within one years from date the Company disallows the claim in writing. Lawsuits for cargo claims under the Montreal Convention must be filed within two years from the date of arrival / date aircraft should have arrived.

9. Limitation of Liability

9.1 Complete Disclaimer for Certain Customer Acts. The Company shall have no liability whatsoever for claims of any kind arising in whole or in part from Customer’s failure to properly identify and describe its Goods, label and package its Goods, and/or comply with the applicable laws and regulations relating to the transportation of its Goods as required under sections 6.1, 6.2, and 6.3 above.

9.2 General Limitation: Unless additional coverage is requested and confirmed in writing, and except as otherwise set forth in these Terms, the Company’s liability is limited to:
(a) For non-customs brokerage services: $50 per shipment or $0.50 per pound, whichever is less.
(b) For customs brokerage: $50 per violation or the amount of brokerage fees paid, whichever is less.

9.3 Declared Value Option:
(a) Furniture Assembled: Company will provide coverage for this at the rate of $1.25 per hundred dollars of value. These shipment will be subject to a $2,000.00 deductible. This means Customer will be subject to the amount of insured value less $2,000.00.
(b) Declared values must be noted on the Transport Document and confirmed in writing by the Company prior to Carriage.

9.4 No Consequential Damages: The Company shall not be liable for consequential, indirect, incidental, statutory, or punitive damages, even if notified of the possibility of such damages.

9.5 Hijacking and Theft: The Company is not liable for losses due to hijacking, theft, or unlawful acts by third parties using force, threats, or fraud. The Customer assumes the risk of such losses.

9.6 Warehousing Limitation: For stored Goods, the Company’s liability is limited to $0.50 per pound or $50 per event, unless excess valuation is requested. A 1% shrinkage allowance applies to stored Goods, and the Company is not liable for unavoidable losses despite reasonable care.

10. Third Parties and Routes

10.1 Selection of Third Parties: The Company shall use reasonable care in selecting Third Parties (e.g., carriers, warehousemen) and determining routes, unless the Customer provides specific written instructions. The Company is not liable for the actions, omissions, or insolvency of Third Parties.

10.2 Claims Against Third Parties: Claims arising from Third Party actions must be pursued directly against the Third Party. The Company shall reasonably cooperate with the Customer, who shall reimburse any costs incurred.

10.3 Substitution of Mode or Route: The Company or Third Parties may, without notice, use any mode of transport, transfer Goods between conveyances, or deviate from the planned route without liability, provided such actions are within the scope of the Carriage.

11. Insurance

11.1 No Obligation to Procure: The Company is not obligated to procure insurance unless requested in writing and confirmed by the Company. The Customer shall pay all premiums and related costs. Any insurance carried by the Company is for its own benefit only and does not extend to the Customer or its cargo.

11.2 Customer’s Responsibility: The Customer is responsible for obtaining adequate insurance coverage for Goods, including coverage for risks not covered by the Company’s limited liability. By tendering cargo, the Customer acknowledges and agrees that it is solely responsible for determining the adequacy of its own insurance coverage and accepts all risks of loss, damage, or delay to the extent not covered by separate cargo insurance obtained by the Customer.

12. Liens

12.1 General Lien: The Company shall have a general and continuing lien on all Goods and related documents in its possession or control for all Charges owed, including those from prior or future shipments.

12.2 Warehouseman’s Lien: For stored Goods, the Company claims a lien for storage, preservation, and related Charges, as well as Charges for any other Goods stored by the Customer in the Company’s facilities, per California Civil Code §3051.5.

12.3 Exercise of Lien:
(a) The Company shall provide written notice of its intent to exercise a lien, specifying the amount due and any ongoing Charges.
(b) The Customer shall notify all parties with an interest in the Goods of the Company’s lien rights.
(c) If the Customer fails to post cash, a letter of credit, or a bond equal to 110% of the amount due within 30 days of notice, the Company may sell the Goods at public or private sale. Net proceeds, after satisfying the lien, shall be refunded to the Customer, who remains liable for any deficiency.

13. Indemnification

13.1 Customer’s Indemnity: The Customer shall indemnify, defend, and hold the Company harmless from any claims, liabilities, fines, penalties, or expenses (including attorneys’ fees) arising from:

(a) The Customer’s failure to provide accurate Documentation or comply with laws.
(b) Inaccurate, incomplete, or misleading descriptions of Goods.
(c) Improper packaging, labeling, or handling of Goods.
(d) Non-compliance with hazardous materials or perishable Goods requirements.
(e) Any conduct or omission by the Customer, its agents, or representatives.

13.2 Notice of Claims: The Company shall notify the Customer in writing of any claim or proceeding against it, and the Customer shall assume defense and liability for such claims.

14. Special Cargo Requirements

14.1 Hazardous Goods:
(a) The Customer must notify the Company in writing of hazardous Goods, as defined by 49CFR, the International Air Transport Association (IATA), or other applicable regulations, and provide proper packaging, labeling, and Documentation.
(b) Hazardous Goods tendered without prior written consent may be destroyed, disposed of, or rendered harmless without compensation, and the Customer shall be liable for all resulting damages and expenses.

14.2 Perishable Goods:
(a) Perishable Goods require written instructions for refrigeration, heating, or special handling, noted on the Transport Document. The Customer shall ensure Goods are pre-cooled to the required temperature and properly stowed.
(b) The Company is not liable for damage due to condensation, improper stowage, or Goods tendered outside the designated temperature range.

14.3 Unacceptable Goods: Company generally does not agree to provide services for certain types of Goods. Customer must fully disclose when it seeks to transport the following Goods. Company takes no responsibility for loss or damage of any goods listed below unless expressly agreed to in writing. The Customer shall indemnify the Company for any losses arising from tendering such Goods without consent.

(a) Goods that will not be accepted. Unless agreed in writing, the Company will not accept bulk products, Antiques, Fine Art, Tobacco products, Money, and Securities, cotton, and knitting and textile machines, currency, jewelry, precious metals, furs, firearms, explosives, live animals, hazardous materials, human remains, or items prohibited by law.
(b) Even if requested by Customer in writing, insurance is limited to $25,000 with respect certain shipments, including but not necessarily limited to, the following: Computers, computer chips, laptop computers, CPUs, and cellphones..

14.4 Geographic Restrictions and Sanctions:
(a) Excluded Territories: The Company’s insurance coverage does not apply to shipments to, from, or within the following countries unless specifically endorsed in writing prior to shipment: Afghanistan, Angola, Congo, Cuba, Ethiopia, Iran, Iraq, Ivory Coast, Kyrgyzstan, Lebanon, Liberia, Libya, Myanmar, Nigeria, North Korea, Pakistan, Rwanda, Sierra Leone, Somalia, South Sudan, Sudan, Syria, Tajikistan, Tunisia, Turkmenistan, Ukraine/Russia, Uzbekistan, Venezuela, Yemen, and Zimbabwe.
(b) Legal Compliance: Coverage is strictly prohibited for any shipment or transaction to the extent that it would violate United States of America law, governmental decrees, or trade sanctions.
(c) Customer Responsibility: The Customer is responsible for disclosing the origin and destination of all goods and shall indemnify the Company for any fines, losses, or lack of insurance coverage resulting from shipments involving these territories.

15. Refused Deliveries and Matters Affecting Performance

15.1 Refused Deliveries: If the consignee refuses delivery, the Customer waives all claims related to the Goods or Carriage and shall be liable for all resulting Charges, including return freight and storage costs.

15.2 Impediments to Carriage: If Goods cannot be safely or properly carried due to their condition, regulatory restrictions, or other factors, the Company may, as the Customer’s agent, take necessary actions (e.g., storage, disposal, or abandonment) without notice. Such actions constitute delivery, and the Customer shall indemnify the Company for any expenses incurred.

16. Transport Documents

16.1 Preparation: The Company may prepare or issue Transport Documents (e.g., bills of lading, air waybills) based on information provided by the Customer. The Company is not obligated to verify piece counts, weights, or descriptions unless requested in writing and compensated.

16.2 Carrier Liability Waiver: Unless the Company physically handles and carries the Goods, it assumes no liability as a carrier and waives rights and remedies under the Carmack Amendment and the ICC Termination Act, as permitted by law.

17. Records and Regulatory Actions

17.1 Customer’s Recordkeeping Duty: Per 19 USC §§ 1508–1509, the Customer is solely responsible for maintaining records required by U.S. customs and other laws. The Company shall maintain only those records required by statute and is not the Customer’s recordkeeper unless agreed in writing.

17.2 Customs Actions: The Company is not obligated to undertake pre- or postCustoms release actions (e.g., binding rulings, protests) unless requested in writing and agreed by the Company.

18. C.O.D. (Cash/Collect on Delivery) Shipments

18.1 Reasonable Care: The Company shall exercise reasonable care in following written instructions provided by the Customer for Cash/Collect on Delivery (C.O.D.) shipments, including handling bank drafts, cashier’s checks, certified checks, letters of credit, or other payment documents or instructions related to the collection of monies.

18.2 Limitation of Liability: The Company shall not be liable for any loss, damage, or claim arising from the refusal of a bank, consignee, or any other party to make payment for a C.O.D. shipment, provided the Company has adhered to the Customer’s written instructions with reasonable care. The Customer shall indemnify the Company for any costs, expenses, or liabilities (including attorneys’ fees) incurred due to such refusal.

18.3 Customer’s Responsibility: The Customer shall ensure that all C.O.D. instructions are clear, accurate, and provided in writing prior to tendering the Goods. The Customer shall bear all risks associated with the consignee’s or bank’s failure to pay, including any additional freight, storage, or handling Charges incurred.

19. Right to Inspect Goods

19.1 Discretionary Inspection: The Company, its agents, or any Third Party service provider (including carriers or warehousemen) may, at their sole discretion and without obligation, open and inspect any trailer, package, carton, container, or other shipping unit at any time to verify the contents, condition, or compliance of the Goods with applicable laws, regulations, or these Terms.

19.2 No Liability for Inspection: The Company shall not be liable for any loss, damage, or delay resulting from such inspections, provided they are conducted with reasonable care. The Customer shall indemnify the Company for any costs, expenses, or liabilities (including attorneys’ fees) arising from issues discovered during inspection, including but not limited to non-compliance with hazardous materials or packaging requirements.

19.3 Customer’s Cooperation: The Customer shall provide all necessary access and Documentation to facilitate inspections and shall bear any additional Charges (e.g., handling, repackaging, or storage) resulting from such inspections.

20. Set-offs

20.1 Right of Set-Off: The Company may, at its sole discretion, set off, deduct, or withhold from any amounts due or becoming due to the Shipper, Consignee, or Customer, including any cargo loss, damage, or delay claim payments, all sums owed to the Company for all Charges including freight charges, accessorial charges, storage, demurrage, detention, customs-related charges, duties, advances, or any other unpaid amounts arising from the same or any other shipment moved by the Company or its agents.

20.2 No Suspension or Offset by Customer: The Customer shall not withhold, defer, offset, or reduce the payment of any Charges owed to the Company based on any alleged cargo claim, counterclaim, or other dispute. All Charges must be paid in full when due as a condition precedent to the settlement or payment of any claim, except where prohibited by mandatory law.

20.3 Independence of Payment Obligations: The Customer’s obligation to pay Charges and other invoiced amounts is independent of any cargo claim asserted under applicable law, including but not limited to the Carmack Amendment, the Montreal Convention, provincial Uniform Conditions of Carriage, or any applicable tariff or air waybill. No cargo claim shall operate to delay or diminish the Company’s right to prompt payment.

20.4 Application of Funds: The Company may apply any payments received from the Customer to all Charges for outstanding invoices, fee categories, or shipments in the order and manner the Company determines appropriate, regardless of any contrary instruction from the Customer.

21. Governing Law, Jurisdiction, and Venue

21.1 Governing Law: These Terms and all disputes arising hereunder shall be governed by federal U.S. law or, if no federal law applies, the laws of the State of California, without regard to conflict of law principles.

21.2 Mandatory Venue: Subject to the provision set forth in section 22, all claims or disputes shall be brought exclusively in the United States District Court for the Central District of California in Los Angeles or, if that court lacks jurisdiction, the Los Angeles Superior Court.

21.3 Consent to Jurisdiction: The Customer and Company irrevocably consent to the jurisdiction of the aforementioned courts, waive objections based on inconvenient forum, and agree that judgments may be enforced in any jurisdiction.

22. Dispute Resolution

22.1 Notice & Negotiation: A Party asserting a Dispute (any dispute, controversy, or claim arising out of or relating to these Terms, any bill of lading or air waybill, or any shipment) shall provide written notice describing the issue. The Parties shall first attempt in good faith to resolve the Dispute by direct negotiation between managerial representatives with authority to settle the Dispute within thirty (30) calendar days after such notice.

22.2 Mediation: If the Dispute is not resolved within thirty (30) days of notice, either Party may request non-binding mediation. U.S. disputes shall be mediated under the auspices of the American Arbitration Association (AAA); Canadian disputes under the ADR Institute of Canada (ADRIC). The Parties shall share mediation costs equally; mediation shall occur within forty-five (45) days of the mediation request unless otherwise agreed.

22.3 Differentiated Path:
(a) Cargo Claims: Claims related to cargo loss, damage, or delay shall be resolved strictly under the statutory regimes applicable to the mode of transport (including 49 U.S.C. §14706 (Carmack Amendment) for U.S. truck carriage; the Montreal Convention for international air freight; and the origin province’s Uniform Conditions of Carriage for Canadian trucking). Such claims shall be brought exclusively in the courts specified in the Venue clause of section 21.2.
(b) Commercial/Contract Claims: All other disputes—including disputes over unpaid freight charges, indemnity, confidentiality, non-cargo contractual obligations, or agency/principal issues—shall be resolved by binding arbitration unless the Parties agree otherwise in writing.

22.4 Arbitration Administration & Rules: U.S. arbitrations shall be administered by the AAA under its Commercial Arbitration Rules in Los Angeles, California, USA; Canadian arbitrations shall be administered by ADRIC under its Arbitration Rules in Vancouver, British Columbia, Canada. The tribunal shall consist of one arbitrator experienced in transportation/logistics law. Judgment on the award may be entered in any court having jurisdiction.

22.5 Procedure & Relief: The arbitrator may grant any relief a court of competent jurisdiction could grant, including temporary, preliminary, and permanent injunctive relief. Discovery shall be limited to what is necessary for a fair resolution; the arbitrator will establish a proportionate schedule. The arbitration and all materials shall be confidential except to enforce or vacate an award or as required by law.

22.6 Tolling; Continued Performance: Participation in negotiation and mediation shall toll applicable contractual limitation periods to the extent permitted by law (but not statutory claim deadlines). The Parties shall continue performance during the pendency of dispute resolution except for the matters in dispute.

22.7 Statutory Deadlines: Nothing in this Section modifies statutory claim deadlines, including but not limited to the Uniform Straight Bill of Lading minimums (nine-month claim filing; two-year suit period) and any applicable provincial notice periods or Montreal Convention claim/notice periods.

22.8 Small Claims Carve-Out: Either Party may bring an action in a small claims court of competent jurisdiction for individual claims within that court’s monetary limits, provided doing so does not contravene applicable statutes governing cargo claims.

23. Miscellaneous

23.1 No Modification: These Terms may only be modified in writing signed by both parties. Any unilateral attempt to modify is void.

23.2 Severability: If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force.

23.3 Compensation: The Company’s compensation includes fees, commissions, and revenue from carriers or insurers, in addition to Charges paid by the Customer. Upon request, the Company shall provide a detailed breakdown of charges for ocean exports.

23.4 Force Majeure: The Company is not liable for delays or failures to perform due to events beyond its control, including but not limited to acts of God, war, terrorism, labor disputes or lockouts, pandemics or epidemics, or government actions.

23.5 Entire Agreement: These Terms, together with any Transport Document issued by the Company, constitute the entire agreement between the parties and supersede all prior agreements or understandings.

24. Acceptance

By tendering Goods or engaging the Company’s services, the Customer acknowledges receipt and acceptance of these Terms.