Terms + Conditions

(Please Read Carefully)

1. Definitions and Rules of Construction

1. “Global” means Global CFS, Inc, an Illinois corporation, and its subsidiaries and affiliates.
2. “Customer” means any person for whom, for whose benefit, or at whose request, Global directly or indirectly renders services, including all of the person’s principals, agents, contractors, or other representatives, including shippers, forwarders, importers, exporters, notify parties, carriers, secured parties, warehousemen, buyers or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, holders and assignees of Transport Documents, Storage Documents or other commercial documents, and other similar parties. The person tendering goods to Global or its subcontractors must give copies of these Terms and Conditions to all such persons.
3. “Governmental Unit” means a government or governmental office, department, division, subdivision, bureau, board, commission, court, tribunal, agency or instrumentality. The term includes a public corporation.
4. The term “law” means each present and future statute, code, rule, regulation, ordinance, rule of law, principle of law, treaty or international convention (if ratified by the United States of America), order, decree, judgment, guidance, or the equivalent.
5. Terms such as “liability”, “obligation”, and “responsibility” include every duty to pay money, deliver value, provide services, perform an act, or refrain from performing an act.
6. “Package” means any assemblage of goods on a pallet or unit loading device, regardless of whether the assemblage is disclosed on a Transport Document or Storage Document.
7. The term “person” includes an individual, trust, estate, partnership, association, business or nonprofit organization, Governmental Unit, or other legal entity.
8. The term “record” or “document” when used as a noun means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.
9. “Storage Document” means a warehouse receipt, storage agreement, or other record evidencing the receipt of goods for storage, distribution or other handling.
10. The term “third party” includes each of the following, by whomever chosen or compensated: carrier, truckman, cartman, lighterman, forwarder, ocean transportation intermediary, ocean freight forwarder, non-vessel operating carrier, customs broker, agent, warehouseman, and each other person to whom goods are entrusted for transportation, carriage, cartage, drayage, handling, delivery, storage, distribution, clearance, entry, or other service or activity.
11. “Transport Document” means a bill of lading, waybill, forwarder’s cargo receipt, contract of carriage, or other record evidencing the receipt of goods for carriage.
12. Terms such as “includes” and “including” are not limiting. The captions are for convenience only and are not part of these Terms and Conditions. These Terms and Conditions shall be construed without regard to any presumption or rule requiring that they be construed against the person causing all or part of them to be drafted.
13. If any provision of these Terms and Conditions is held invalid or unenforceable in whole or in part in a jurisdiction, the provision shall, as to the jurisdiction, be deemed modified so that it is valid and enforceable to the maximum extent permitted by law, without in any manner affecting the validity or enforceability of the provision in another jurisdiction or the remaining provisions of these Terms and Conditions in any jurisdiction.

2. Global’s Role

1. Global acts as the agent of Customer in all cases.

3. Routes, Agents, and Methods

1. Global has complete freedom in choosing the means, routes, and procedures to be followed in handling, transporting, loading, unloading, storing, clearing, entering, delivering, distributing, or otherwise dealing with the goods, and freedom in choosing the third parties to perform these services. All such third parties shall be considered as the agents of Customer. Global has no obligation to notify Customer of any change in such means, routes, or procedures. Notice by Global to Customer that a particular person has been selected to render services shall not be construed to mean that such person will render such services. Any failure to comply with instructions or requirements as to temperature control, climate control, or physical security does not constitute an unreasonable deviation.

4. Pricing

1. Quotations by Global are for informational purposes only and are subject to change without notice. No quotation binds Global unless Global agrees to handle or transport the goods at specific rates and payment terms.

5. Customer’s Duties

1. Customer must do the following: (1) provide and disclose all records and information required to handle, transport, load, unload, store, clear, enter, deliver, distribute, and otherwise deal with goods (including commercial invoices in proper form and number, other records necessary or useful in the preparation of the customs entry, and such further information to enable Global to perform services, including the dutiable value, weights, measures, number of pieces, packages, cartons or containers, condition of the goods, classification, country of origin, genuineness of the goods and any mark or symbol associated with them, Customer’s right to export, import or distribute the goods, and the admissibility of the goods, pursuant to law, all in the languages of and as may be required by a law of the country of origin or of destination); (2) immediately advise Global of any errors, discrepancies, incorrect statements, or omissions in any record or other information; (3) review all documents, declarations, security filings, and other submissions prepared or filed with any Governmental Unit or any other person; (4) clear the goods through U.S. Customs and Border Patrol or other applicable Governmental Unit and pay all customs duties, anti-dumping duties, countervailing duties, tariffs, or other similar charges; and (5) maintain all records required under §§ 508 and 509 of the Tariff Act (19 U.S.C. §§ 1508 and 1509), as amended, or other applicable law. Unless otherwise agreed, Global shall only keep such records that applicable law requires Global itself to maintain, but shall not act as a “record-keeper” or “third-party record-keeper” for Customer. Global has no liability for any action taken or fines or penalties assessed by any Governmental Unit because Customer fails to comply with any law.
2. Global has no liability for increased duty, penalty, fine or expense, unless caused by the negligence or other fault of Global, in which case its liability is governed by the provisions of paragraphs 7 and 8 below.
3. Customer represents, warrants and covenants the accuracy, sufficiency, and completeness of all records and information furnished to Global by or for Customer. Global has no duty to inquire into the accuracy, sufficiency, or completeness of any records or information and in no instance shall be charged with information that Customer fails to give in a record. Global may rely on all records and information furnished to Global. If Customer fails to perform any obligation, Global may use its judgment in connection with the goods.
4. Customer represents, warrants and covenants that it is and will remain in compliance with all applicable laws, and that the information Customer provides to Global in connection with Customer’s compliance with such applicable laws is true and complete. Customer shall also comply with all applicable laws of any country or other jurisdiction to, from, through, over or in which any goods may be carried, including all applicable laws relating to the marking, packing, carriage, storage, clearance or delivery of the goods. Customer represents, warrants and covenants that the export jurisdiction and classification of all goods is correct and that it shall immediately notify Global in a signed record of any changes to such information. Customer further represents, warrants and covenants that all goods are properly marked, addressed, and packaged to withstand ocean transport, air transport, and ground transport, and that, except as may be noted on the face of the Transport Document or Storage Document, all goods are in good order and condition. Global has no obligation to accept goods for transportation that, in Global’s discretion, are not adequately packaged, but Global’s acceptance of a shipment for transportation shall not mean that the shipment is in fact adequately packaged. Global is not liable to Customer for loss, damage, expense or delay due to the Customer’s failure to comply with these Terms and Conditions. Customer shall indemnify and hold Global harmless against any and all claims, losses, or damages arising from the conduct of Customer or any of its officers, directors, employees, agents, owners or other persons working for or with Customer under these Terms and Conditions that constitutes a violation of the Customer’s obligations, representations, warranties and covenants contained in these Terms and Conditions.
5. Where Global prepares or issues a Transport Document or Storage Document, Global has no obligation to specify thereon the number of pieces, pallets, unit loading devices, boxes, cartons, or the like, or the condition of the goods.

6. Insurance

1. Global does not provide or arrange for insurance. Therefore, unless Customer has separately obtained its own insurance coverage, the goods are NOT INSURED.

7. Limitation of Liability for Loss, Damage, Expense or Delay

1. Global has no obligations other than those set forth in these Terms and Conditions or in any Transport Document or Storage Document issued by Global. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS AND CONDITIONS, GLOBAL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) ANY WARRANTY OF TITLE, (3) ANY WARRANTY OF NON-INFRINGEMENT, AND (4) ANY WARRANTIES BASED ON COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
2. In the absence of proven failure by Global to exercise care with regard to the goods that a reasonably careful person would exercise under similar circumstances while the goods are in Global’s physical custody, Global has no liability whatsoever for any loss, damage, expense, or delay, however caused and whether visible or concealed. Global shall not be liable for damages that could not have been avoided by the exercise of that care.
3. In cases where Global is liable for any loss, damage, expense, or delay, Global’s liability is subject to the limitations in sections 7 and 8 of these Terms and Conditions. To the maximum extent permitted by applicable law, the parties expressly agree that the limitations of liability in sections 7 and 8 of these Terms and Conditions apply even in the event of a significant or material deviation from agreed upon performance standards or security procedures and that such deviation shall not serve as a basis for increasing Global’s liability.
4. Global bases its rates on limited liability for loss, damage, expense, or delay under sections 7 and 8. Because of this limited liability, the rates are lower than charges based on full release value of goods. Accordingly, subject to the further limitations of liability in this section, Global’s liability for any loss, damage, expense, or delay is limited to the following:
   1. for loss or damage to goods which does not occur during or in connection with transportation by Global, a released value of fifty cents (US) ($0.50) per pound, up to a maximum of fifty dollars (US) ($50) per Package (each amount to be reduced on a pro rata basis for any partial loss or damage to goods);
   2. for loss or damage to goods which occurs during or in connection with transportation by Global, the greater of (i) fifty cents (US) ($0.50) per pound, up to a maximum of fifty dollars (US) ($50) per shipment, or (ii) the limitation of liability set forth in the applicable contract of carriage;
   3. for any delay, the lesser of (i) ten thousand dollars (US) ($10,000), (ii) actual direct damages, or (iii) the amount of Global’s charges paid by Customer to Global for the Services that were delayed; and
   4. for other expenses or damages during any calendar year that are not already limited by clauses (1) – (3), whether or not the same arise out of or relate to services performed or to be performed by Global, the lesser of (1) ten thousand dollars (US) ($10,000), (2) actual, direct damages, or (3) the aggregate service charges paid by Customer to Global during the same period.
5. Customer may obtain an increase in the liability limitation of Global above the limits in subsection (d) if Global agrees to the request before Global renders any Services and the agreement sets forth the limit of Global’s liability and the additional compensation received or paid for the increased liability. Rates based on full release value are available to Customer on request made in a record. Otherwise, any valuation that Customer places on the goods shall be considered for informational purposes only.
6. AS FURTHER LIMITATIONS ON GLOBAL’S LIABILITY, CUSTOMER AGREES THAT GLOBAL SHALL IN NO EVENT BE LIABLE FOR (I) CONCEALED DAMAGE, (II) INVENTORY VARIANCES, (III) CHARGEBACKS, (IV) ANY DELAYS, INCLUDING DEMURRAGE, DETENTION OR OTHER CHARGE, OR (V) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, INCOME OR OPPORTUNITY, EVEN IF GLOBAL IS ON NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES OR FOR THE ACTS OR OMISSIONS OF ANY OTHER PERSON AND HOWEVER ARISING, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR WILLFUL OR INTENTIONAL ACTS OR OMISSIONS.
7. THE LIMITATIONS AND EXCLUSIONS IN THESE TERMS AND CONDITIONS APPLY EVEN IF THEY CAUSE ANY REMEDY OTHERWISE AVAILABLE TO FAIL OF ITS ESSENTIAL PURPOSE AND WITHOUT REGARD TO GLOBAL’S PERFORMANCE OR FAILURE OR DELAY OF PERFORMANCE.
8. If goods are covered by these Terms and Conditions and by a bill of lading, waybill, other contract of carriage, or forwarder’s cargo receipt issued by Global, then the limitations of liability in these Terms and Conditions apply for any storage or related services.
9. Customer acknowledges that Global and third parties to whom goods are entrusted limit their liability for loss, damage, expense, or delay. Customer may obtain an increase in the liability of Global above the limits set forth in subparagraph (c) if Global agrees to the request before it renders any services and the agreement sets forth the limit of Global’s liability and the additional compensation received or paid for the added liability. Otherwise, any valuation that Customer places on the goods shall be considered for export or customs purposes only.
10. Customer and Global each hereby expressly waive all rights and remedies under 49 U.S.C. Section 14706 (the Carmack Amendment).
11. Goods may be entrusted to third parties subject to all conditions as to limitations of liability for loss, damage, expense or delay and to all rules, regulations, requirements and conditions appearing in Transport Documents, Storage Documents, receipts, tariffs, or other records issued by such persons. Global has no additional liability for any loss, damage, expense, or delay caused by the acts or omissions of third parties.

8. Notice Requirements and Limitation of Actions

1. With respect to any act or omission by Global, Customer must present to Global at Global’s office (1) a preliminary notice of claim not later than fourteen (14) days after the loss or incident giving rise to the claim and (2) a formal written sworn proof of claim not later than one hundred eighty (180) days from the date of loss or incident giving rise to the claim. Failure to satisfy these requirements is a complete defense to any suit or action by Customer, to the extent applicable law does not mandatorily provide otherwise.
2. As an additional requirement, notwithstanding any applicable law to the contrary, any suit to recover on a claim against Global must be commenced not later than one (1) year after the date of delivery or release of the goods, the date when the goods should have been delivered or released, or the date when any other loss, damage, expense, or delay first arose. Any suit not commenced within such period is barred.

9. Payment and Credit Terms

1. Global’s standard payment terms require receipt of cash before performance of services. Global may in its sole discretion extend credit to Customer. The amount and terms of credit are subject to Global’s periodic review. Global may in its sole discretion increase, decrease, suspend or revoke credit at any time for any reason and without advance notice. Except to the extent Global otherwise agrees, Global has no obligation to make or incur any expense, guarantee or advance for any purpose.
2. The compensation of Global for its services and advances shall be included with and is in addition to the rates and charges of all third parties to handle, transport, load, unload, store, clear, enter, deliver, distribute or otherwise deal with the goods, and shall be exclusive of any brokerage, commissions, dividends or other revenue received by Global from insurers or other persons. Customer shall pay all costs, expenses and fees (including reasonable attorneys’ fees) incurred by Global in connection with (a) the enforcement of payment or performance of any indebtedness or obligation of Customer (including by any action or participation in, or in connection with, a bankruptcy or insolvency proceeding, wherever pending) or (b) any dispute between Global and Customer or any other person. All amounts owed to Global must be paid in the lawful currency specified in Global’s invoices in immediately available funds, without abatement, counterclaim, set-off, recoupment, and free and clear of, and without any deduction or withholding for, any taxes, duties, confiscation, detention, or other matters. If any amount is not paid when due, it shall accrue interest until paid at eighteen percent (18%) per annum.

10. Indemnification

1. Customer shall indemnify Global and hold Global harmless from and against all charges, claims, damages, liabilities, judgments, costs, expenses, payments or losses of any kind (including for purchase price, freight, storage, demurrage, detention, duties, taxes, fines, penalties, incidental, indirect, consequential or exemplary damages, and Global’s litigation expenses and reasonable expenses, including attorneys’ fees) arising from or related to any one or more of the following: (a) any breach of any representation, warranty, covenant, agreement, undertaking, consent, or waiver by Customer; (b) any failure of Customer to pay or perform when due its obligations to Global or to any other person (including any Governmental Unit, carrier, vendor, holder or assignee of any Transport Document, Storage Document, or other commercial document); (c) Customer’s violation of any Law or failure to disclose, correct, or complete any entry, export, security or other data or records; (d) any other claim by any such other person, in each case, even if not due to any negligence or other fault of Customer. If any action, claim, suit or proceeding is brought against Global, Global shall give notice in a record to the Customer to the address on file with Global. At Customer’s expense Global may employ attorneys and other professionals of its own choice in connection with any indemnified matter. Customer’s indemnity obligation in these Terms and Conditions shall not apply to the extent a court of competent jurisdiction enters a final, non-appealable judgment, specifically finding that the charge, claim, damage, liability, judgment, cost, expense, payment or loss was directly and proximately caused by Global’s gross negligence or willful misconduct.

11. Sale or Disposition of Perishable Goods

1. Perishable goods or live animals for which Customer gives no instructions for disposition may be sold or otherwise disposed of without any notice to the Customer, owner, or consignee, and payment or tender of the net proceeds of any sale after deduction of charges is equivalent to delivery of the goods.
2. If for any reason a shipment is refused or remains unclaimed at any place or is returned, Customer must nevertheless pay Global for all charges and expenses in connection with the goods. Nothing obligates Global to arrange for the disposal of such goods.

12. General Lien on any Property

1. Global has a general lien on any and all property (and records relating thereto) now or hereafter in Global’s possession, custody or control or en route as security for all existing and future indebtedness and obligations of Customer to Global. This lien is in addition to any other rights and remedies Global may have under other agreements or applicable Law, and shall survive delivery or release of any property. Global has the right to withhold delivery or release of any property if Customer is in breach of any indebtedness or obligation to Global, even if not related to such property.
2. If any such indebtedness or obligation is unsatisfied, Global may, in addition to all other rights and remedies under other agreements or applicable Law, exercise all of the rights and remedies of a secured party under the Uniform Commercial Code. Any notice required to be given of a sale or other disposition made at least ten (10) days before a proposed action constitutes fair and reasonable notice. Any surplus from the sale or other disposition, after deduction for all sums owed to Global, shall be transmitted to Customer, and Customer shall be liable for any deficiency.

13. Transport Documents and Storage Documents

1. These Terms and Conditions govern and form part of each Transportation Document and each Storage Document issued by Global and each permit to transfer.
2. Each Transport Document and each Storage Document is non-negotiable. Nothing in these Terms and Conditions or in any Transport Document or Storage Document conveys title to the goods covered by the document.
3. Each Transport Document has been prepared either by Customer or by Global as the attorney-in-fact for Customer.
4. Each Transport Document or Storage Document issued by Global supersedes and replaces any other agreement, promise, representation or understanding, whether oral or in a record, with respect to the goods tendered.
5. Global has no responsibility for the manner in which goods are palletized or packaged or for counting the number of boxes or cartons on a pallet or unit loading device. Global is not liable for any misdating of a Transport Document or Storage Document it issues or for the nonreceipt or misdescription of the goods if the Transport Document or Storage Document indicates that the issuer does not know whether any part or all of the goods in fact were received or conform to the description, such as in a case in which the description is in terms of marks or labels or kind, quantity, or condition or the receipt or description is qualified by “contents or condition of contents of packages unknown”, “said to contain”, “shipper’s weight, load, and count,” or words of similar import, if that indication is true. Global may include on a Transport Document or Storage Document the words “shipper’s weight, load, and count,” or words of similar import, to indicate that the goods were loaded by the shipper, and, if that statement is true, Global is not liable for damages caused by the improper loading. Omission of any of words or phrases described in this subsection does not imply liability for damages.
6. Customer is solely responsible for weighing goods tendered to Global.
7. Unless Global otherwise agrees, Global has no obligation to accept C.O.D. shipments. If Global does accept such a shipment, it has no liability for any check or other form of payment which is dishonored.
8. Shipments will be held by Global without charge for 24 hours after: (i) arrival; (ii) tender of delivery at destination; or (iii) notification of arrival. After that time, Customer is responsible for all storage, detention, and other similar charges.
9. Shipper hereby waives any claims against or liability by Global for any determination by Global, in its sole discretion, that pursuant to applicable law, governmental order or other similar requirement, Global may not, or should not, transport a shipment.
10. Global reserves the right not to accept a shipment for transportation. Refer to the Service Conditions for a listing of unacceptable articles for carriage.

14. Intellectual Property

1. Global’s intellectual property provided, demonstrated or used in connection with any services, including databases, software, web pages, programs, processes and procedures, reports, manuals, presentations, patents, trademarks, copyrights, trade secrets, service marks, know-how and any other similar rights or intangible assets recognized under applicable Law (all of the foregoing, including source codes and similar information, “Intellectual Property”), was developed and maintained at great expense, is of great value to Global, is confidential and proprietary, and shall remain the sole and exclusive property of Global at all times.
2. Customer shall neither directly nor indirectly attempt to or actually disclose, use, re-create, duplicate, decode, alter, change, disassemble, decompile, or reverse engineer any Intellectual Property. Customer acknowledges and agrees that a violation of any of the foregoing shall cause irreparable harm to Global.

15. Data Privacy

1. Customer represents, warrants and covenants that it complies with all applicable privacy and data protection laws with respect to information (“Customer Data”) about contacts or clients of Customer or about other persons that Customer provides to Global to enable Global to perform services. With respect to Customer Data, Customer acts as a “data controller” or similar term under applicable Law. Customer further represents, warrants and covenants that it has obtained the proper consent from all data subjects to the disclosure and transfer of Customer Data to Global.
2. In providing services to Customer, Global may be required to share Customer Data with Governmental Units and may process Customer Data and thus act as a “data processor” or similar term under applicable Law with respect to such data and will process Customer Data in accordance with lawful instructions from Customer. Global may use Customer Data as part of its Customer account opening, general administration process (e.g., in order to carry out compliance, financial checks, invoicing, or debt recovery), and otherwise in performing services. The information may be transferred to or accessible from Global’s offices around the world.

16. Force Majeure

1. Global is not liable for loss, damage, expense, delay, or nonperformance resulting in whole or in part from circumstances beyond the control of Global, including: (i) acts of God, including flood, earthquake, storm, hurricane, pandemic, epidemic, power failure or other natural disaster; (ii) war, hijacking, robbery, theft, cyberattack, or terrorist activities; (iii) incidents or deteriorations to means of transportation; (iv) embargoes; (v) civil commotions or riots; (vi) defects, nature or inherent vice of any goods; (vii) acts, breaches of contract, or omissions by Customer or any other person; (viii) acts by any Governmental Unit; or (ix) strikes, lockouts, slowdowns or other labor conflicts.

17. Governing Law; Consent to Jurisdiction and Venue

1. These Terms and Conditions shall be construed according to the laws of the State of Illinois, without regard to conflict of law principles.
2. Customer irrevocably consents to non-exclusive jurisdiction and venue for all proceedings related to disputes involving Customer and Global in the federal or state courts sitting in DuPage County, Illinois. Customer irrevocably consents to the commencement and transfer of all proceedings to such courts. Customer also irrevocably consents to the commencement and to the transfer of venue in any action to any other venue in which Global is party to an action brought by itself or another person. Customer waives all defenses based on inconvenience of forum in all actions commenced in or transferred to the venues agreed to above.

18. Miscellaneous

1. Notwithstanding any course of dealing, course of conduct, course of performance, or usage of trade, (a) whenever reference is made to the Global’s agreement, acceptance, approval or consent, even if not specifically so stated such agreement, acceptance, approval or consent is not effective unless in a record signed by a duly authorized officer of Global, (b) neither failure nor delay by Global to exercise any right, remedy, power, or privilege operates as a waiver, (c) no single or partial exercise of any right, remedy, power, or privilege by Global precludes any other or further exercise thereof or the exercise of that or any other right, remedy, power, or privilege, (d) no amendment, modification, rescission, waiver or release of all or part of these Terms and Conditions, any Transport Document, or any Storage Document is effective without the Global’s specific prior approval in a record signed by a duly authorized officer of Global.
2. Global may from time to time change these Terms and Conditions. The applicable Terms and Conditions (i) can be found on Global’s website, www.globalcfs.com, (ii) are effective fifteen (15) days after such publication, and (iii) may differ from the pre-printed terms. In the event of a conflict between these Terms and Conditions and the updated version on Global’s website in effect on the date that Global commences services, the updated version controls.