Terms and Conditions of Trade
Cargo Transportation Management LLC
(Freight Forwarding Services)
These Terms and Conditions of Trade ("Terms") shall govern and be incorporated into every contract for freight forwarding services made by or on behalf of Cargo Transportation Management LLC ("CTM") and the customer ("Shipper"). These Terms shall apply in place of and prevail over any terms or conditions, whether in conflict or inconsistent with these Terms, contained or referred to in any documentation submitted by the Shipper or in correspondence or elsewhere or implied by trade, custom, practice, or course of dealing. The Shipper's engagement of CTM's services constitutes acceptance of these Terms.
1. Definitions
CTM: Cargo Transportation Management LLC, an Arizona limited liability company.
Shipper: The person or company, including its agents and/or representatives, engaging CTM's services to arrange for the transportation of Goods.
Carrier: The underlying transportation provider (e.g., ocean line, airline, trucking company) that physically transports the Goods and issues the governing contract of carriage.
Goods: The cargo, including any containers or packaging, for which the Shipper has engaged CTM to arrange transportation.
Services: The freight forwarding services performed by CTM as defined in Clause 3.
MBL: Master Bill of Lading, the contract of carriage issued by the Carrier.
2. CTM's Role as Agent
2.1. CTM Acts Solely as Agent. The Shipper acknowledges and agrees that in performing the Services, CTM acts solely as an "agent" for the Shipper for the purpose of arranging transportation and related services with Carriers.
2.2. No Carrier Liability. CTM is not acting as a "carrier" (whether common or contract), a "Non-Vessel Operating Common Carrier (NVOCC)," or in any other capacity that would make it liable for the physical transportation of the Goods. The contract of carriage for the transportation of the Goods is at all times directly between the Shipper and the underlying Carrier. CTM's responsibility is limited to the diligent and professional performance of its duties as an agent.
3. Scope of Services
3.1. Included Services. CTM’s Services are limited to the following:
Booking or arranging for cargo space on vessels, aircraft, or vehicles operated by Carriers.
Coordinating the preparation and submission of booking details and shipping instructions to the Carrier based on the information provided by the Shipper.
Arranging for cargo insurance, but only upon the express prior written instruction of the Shipper as outlined in Clause 6.
Providing the Shipper with the Carrier's booking confirmation and a copy of the MBL once issued by the Carrier.
3.2. Excluded Services. Unless otherwise agreed upon in a separate written agreement signed by an authorized representative of CTM, the Services expressly do not include: cargo consolidation, physical handling, packing, warehousing of Goods, issuing House Bills of Lading, customs clearance, or import/export advisory services.
4. Bills of Lading and Governing Transport Documents
The governing transport document for the carriage of the Goods shall be the Master Bill of Lading (MBL) or other similar transport document issued by the actual Carrier. The Shipper and Consignee shall be named on the MBL, and their rights and obligations, as well as those of the Carrier, shall be governed exclusively by the terms and conditions set forth in the Carrier's MBL and applicable tariff. CTM is not a party to the MBL and is not bound by, nor makes any representations regarding, its terms and conditions.
5. Shipper’s Obligations and Reliance on Information
5.1. Accuracy of Information. CTM relies on the accuracy and completeness of all information provided by the Shipper, including but not limited to, cargo description, weight, dimensions, piece count, commodity codes, hazardous material information, and consignee details. The Shipper warrants the accuracy of all such information.
5.2. Indemnification. The Shipper shall indemnify and hold harmless CTM from and against all claims, liabilities, losses, damages, fines, penalties, and expenses (including reasonable attorneys' fees) arising from any inaccuracy, omission, or misrepresentation in the information provided by the Shipper or from the Shipper's failure to comply with any applicable laws or regulations.
6. Cargo Insurance
6.1. Written Instruction Required. CTM has no obligation to arrange for cargo insurance. CTM will only arrange for cargo insurance upon receiving express written instructions from the Shipper to do so prior to the commencement of transit.
6.2. CTM Not an Insurer. If CTM arranges for insurance pursuant to the Shipper's written instructions, it does so as an agent for the Shipper. CTM is not an insurance provider, broker, or underwriter. The insurance is subject to the terms, conditions, and exclusions of the policy issued by the insurance company.
6.3. Cargo at Shipper's Risk. In the absence of such written instructions to obtain insurance, the Goods shall be deemed to be uninsured by CTM, and the Shipper assumes all risk of loss or damage, subject only to the limited liability of the underlying Carrier as may be provided in the Carrier’s MBL.
7. Limitation of Liability
7.1. Basis of Liability. CTM's liability is strictly limited to its own acts of proven negligence in the performance of the specific Services defined in Clause 3. CTM shall not be liable for any loss, damage, expense, or delay to the Goods resulting from the acts, omissions, or negligence of the Carrier or any third parties engaged in the transportation or handling of the Goods.
7.2. Monetary Limitation. In any event, CTM's liability for any claim whatsoever arising from its Services shall be limited to the lesser of: The total amount of CTM’s service fees for the specific shipment in which the claim arose.
7.3. Disclaimer of Consequential Damages. Under no circumstances shall CTM be liable for any indirect, consequential, or special damages, including but not limited to, lost profits, loss of market, or loss of business opportunity, even if CTM had knowledge that such damages were possible.
8. Invoicing and Payment
8.1. Invoice Composition. Invoices issued by CTM will separately state:
1 - The freight, surcharges, and other associated charges passed through directly from the Carrier at cost or as quoted.
2 - CTM's service fee for arranging the shipment.
8.2. Payment Terms. Payment is due in full within fifteen (15) days from the date of the invoice (Net 15) without deduction or set-off. CTM reserves the right to charge interest on any overdue amounts at a rate of 1.5% per month or the highest rate permitted by law. The Shipper shall be liable for all costs of collection, including reasonable attorneys' fees, incurred by CTM to collect overdue payments.
9. Governing Law and Jurisdiction
These Terms and the Services provided by CTM shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona.
10. Severability and Entire Agreement
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. These Terms constitute the entire agreement between CTM and the Shipper and supersede all prior oral or written negotiations, representations, or agreements. No modification of these Terms shall be effective unless made in writing and signed by an authorized representative of CTM.