Overview
The terms and conditions of these Terms of Service govern the services provided by XForwarder to the Client. These Terms of Service should be read together with any Statement of Work or Logisitics Services Agreement entered into between XForwarder and the Client. Each Statement of Work or Logistics Services Agreement and Terms of Service (collectively, this “Agreement comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. If and to the extent that the Terms of Service conflict with the Statement of Work, the Statement of Work shall prevail. The Terms of Service should be read together with our Privacy Policy.
XForwarder shall provide the services to the Client as described in the Statement of Work or the Logistics Services Agreement (the “Services”) in accordance with these Terms of Service. XForwarder will perform the Services with reasonable skill and care.
We may outsource certain functions and work in relation to the Services to third party carriers, couriers, customs brokers, agents and others to which the Client’s goods and packaging materials (the “Client Goods”) are entrusted for transportation, packaging, handling, delivery, storage or otherwise (“Third Parties”) either locally or abroad. Where this occurs, we will take all reasonable steps to ensure that those Third Parties recognise and comply with their obligations of confidentiality. You consent to such outsourcing arrangements including the transfer of any personal data to such Third Parties. ShipAnt shall not be liable or responsible for any negligence, malpractice, fault, errors or omissions in the performance of the Services by any Third Parties.
Client Obligations
The Client shall:
(a) Cooperate with XForwarder in all matters relating to the Services and provide such materials and correct shipping information as may be required by ShipAnt for the purposes of carrying out the Services in a timely manner and ensure that such materials or information are complete and accurate;
(b) Respond promptly to XForwarder requests to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for XForwarder to carry out the Services in accordance with the requirements of these Terms of Service; and
(c) Obtain and maintain all necessary product certificate and consents and comply with all applicable shipping regulations in relation to XForwarder’s services before the date on which the Services are to commence.
Service and Shipping Rates
(a) XForwarder shall provide the client with service fee typically cover QC, repacking, warehousing storage, custom label packaging and various service related to goods shipping from China.
(b) The Air Sea Train shipping rates changed each 2 weeks. The client may inquire shipping rates on the XForwarder quotation or ask ShipAnt to provide the latest shipping rates.
(c) Typically, known surcharges such as fuel surcharge and remote area surcharges will not be included in the shipping rates at the time of shipment. the amount set out in the final billing invoice may differ from the cost simulation as the final chargeable amount may vary based upon a number of factors including, inter alia, incomplete or inaccurate product information, returns to sender, changes in couriers or shipping prices and additional services requested by the client. therefore, XForwarder reserves the right to bill for, and the client shall be responsible for, additional fees including, without limitation, customs and brokerage fees, additional delivery attempts and other carrier adjustments that are billed to XForwarder by third parties.
Couriers and Shipping Policy
(a) XForwarder shall not be responsible or liable for delays or failed deliveries and any resulting loss or damage caused by Third Parties selected to render the Services. Delays may be caused by various factors beyond XForwarder’s control, such as natural disasters, strikes or peak fulfillment periods during holiday seasons. Further, ShipAnt cannot guarantee delivery for international shipments as customs and customs agents can delay, refuse to process, assess brokerage, lose or impose unanticipated customs, tax or duties to international shipments at their discretion.
(b) XForwarder shall use its best judgement in selecting the appropriate box packaging for all orders. If the Client has provided ship-ready Client Goods or custom packaging and XForwarder determines the packaging to be unfit for shipping, we may offer additional packaging for an additional fee or return the Client Goods to you at your cost.
(c) XForwarder shall provide tracking numbers to the Client, if applicable, and shall not be held responsible for any delayed or missing tracking updates, as this information is and can only be updated by Third Parties.
(d) The Client may request a proof of delivery (“POD”) if there is no status update from any Third Parties for 14 Business Days or if the delivery status does not indicate whether the Client Goods have been delivered after normal postal transit time of 3 to 4 weeks from the fulfillment date. Upon the Client’s request, ShipAnt shall use all reasonable efforts to acquire a POD on behalf of the Client from Third Parties. XForwarder cannot guarantee that Third Parties will provide a POD and shall not be responsible for any delays caused by Third Parties in providing a POD.
(e) All claims in connection with damaged or lost Client Goods during delivery shall be brought solely against relevant Third Parties and/or its agents. In connection with any such claim, XForwarder shall reasonably assist and cooperate with the Client, which may be liable for any charges or costs incurred by XForwarder. As Third Parties require claims to be submitted within a specific time period, it is the Client’s responsibility to notify us in advance of any claims it intends to bring.
(d) Charges related to shipping shall be based on the weight of parcels, dimensions of parcels, or a combination of both from either XForwarder’s own measurement equipment or it’s vendors or partners. The precision of such equipment is subject variation due to environmental factors and therefore it is not unusual to have up to one (1) centimeter of variance on either dimension. XForwarder does not, under any circumstance guarantee, promise, nor permanently fix such charges to a supposed weight or dimension of preference.
Duties And Surcharges
(a) XForwarder provides Duty free air sea and train delivery service from China to US EU, We will prepare the invoice and packing list for clients, The Client confirmed the information being seen as accepted declared value for goods in the packing list;
(b) XForwarder will not provide credit terms to the Client in respect of, inter alia, duties, taxes, and tariffs such as gross or general sales taxes (GST) and value added taxes (VAT) or any related charges. The Client must either prepay such amounts to ShipAnt prior to shipping, or place a security deposit on these amounts.
(c) All the surchages related to products, weight, volume, delivery(none Amazon FBA address and remote area, change delivery address), insurance, POD etc. will be charged together with shipping fee.
Payment Terms
(a) The Client agrees to pay our fees as set out in our invoices in consideration of the Services provided by XForwarder. Our invoices are to be paid in the currency stated therein.
(b) The Client shall pay all invoiced amounts due to XForwarder within 7 Business Days from the date of invoice in case the shipping rates floated. XForwarder will notify the Client of the accepted payment methods and regularly communicate any changes to such payment methods. The Client shall be responsible for any bank remittance service charges levied and XForwarder will only credit the final amount received to the Client’s account.
(c) XForwarder may at its sole discretion, request full payment as a condition for release of the Client Goods. XForwarder reserves the right to charge the Client for any reasonable charges and surcharges incurred on behalf of the Client, including, without limitation, goods, weight volume, remote area delivery type charges, unexpected storage charges, revised billings from Third Parties, and ad-hoc labor requests.
Termination
(a) Without affecting any other right or remedy provided under these Terms of Service, XForwarder may at any time terminate the Agreement with immediate effect by giving written notice to the Client if the Client:
(i) fails to pay any amount when due under this Agreement and such failure continues for 7 Business Days after receipt of written notice of nonpayment;
(ii) has not otherwise performed or complied with any of the Terms of Service, in whole or in part;
(iii) suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(iv) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
(b) Either XForwarder or the Client may, without prejudice to its other rights or remedies, terminate this Agreement for any reason upon giving 30 days’ written notice to the other party (the “Termination Notice Period”). The Client may have full or limited access to the XForwarder TMS during the Termination Notice Period. XForwarder shall continue to process and ship all goods which have been submitted by the Client via the XForwarder TMS or otherwise during the Termination Notice Period.
(c) Upon termination of this Agreement for any reason, the Client shall immediately pay XForwarder any outstanding unpaid invoices and interest due to XForwarder. XForwarder shall submit invoices for any Services that it has supplied, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt. XForwarder shall promptly refund such portion of the sums prepaid by the Client as it relates to the period after expiry or termination on a pro rata basis.
Force Majeure
(a) Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for one month, the party not affected may terminate this Agreement by giving 14 days’ notice to the affected party.
(b) If termination occurs under Clause 18(a), all sums paid to XForwarder by the Client under this Agreement shall be refunded to the Client, except that XForwarder shall be entitled to payment on aquantum meruitbasis for all work done before termination, provided that XForwarder takes all reasonable steps to mitigate the amount due.
Disputes
Should any dispute or claim arise out of or in connection with the Services or this Agreement, we and you will attempt to resolve the dispute or claim in good faith in the first instance by negotiation. If such negotiation is unsuccessful, we and you may agree to seek to resolve the dispute or claim by mediation. If it is not possible to resolve the dispute or claim by negotiation or mediation, then it may be dealt with by legal proceedings or arbitration as provided below. Subject to Clause 25 below, in relation to any legal action or proceedings (“Proceedings”) arising out of or in connection with the Services (whether contractual or non-contractual obligations), each of the parties irrevocably submits to the exclusive jurisdiction of the courts of China and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that Proceedings have been brought in an inappropriate forum.
Arbitration
Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the China International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be China law. The seat of arbitration shall be China and the number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
You are welcome to email XForwarder if you have any questions about our terms of service.