Valls Group

VALLS INTERNATIONAL, INC.

TERMS AND CONDITIONS OF SERVICE
These terms and conditions of service constitute a legally binding contract between the “Company” and the “Customer”. In the event the Company renders services and issues a document containing Terms and Conditions governing such services, the Terms and Conditions set forth in such other document(s) shall govern those services.
1. Definitions.
  • “Company” shall mean Valls International, Inc., including Valls International (Corpus Christi), Inc.,Valls International (Houston), Inc., and Valls International (Laredo), Inc., its subsidiaries, related companies, agents and/or representatives.
  • “Customer” shall mean the person for which the Company is rendering service, as well as its principals, agents and/or representatives, including, but not limited to, shippers, importers, exporters,carriers, secured parties, ware-housemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives.
  • “Documentation” shall mean all information received directly or indirectly from Customer, whether in paper or electronic form.
  • “Ocean Transportation Intermediaries” (“OTI”) shall include an “ocean freight forwarder” and a“non-vessel operating carrier”.
  • “Third parties” shall include, but not be limited to, the following: “carriers, truck-men, cart-men,lighter-men, forwarders, OTIs, customs brokers, agents, ware-housemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise”.
2. Company as agent.
The Company acts as the “agent” of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export and security documentation on behalf of the Customer and other dealings with Government Agencies: as to all other services, Company acts as an independent contractor.
3. Limitation of Actions.
  • Unless subject to a specific statute or international convention, all claims against the Company fora potential or actual loss, must be made in writing and received by the Company, within sixty (60)days of the event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer.
  • All suits against Company must be filed and properly served on Company as follows: (i) For claims arising out of ocean transportation, within one (1) year from the date of the loss; (ii) For claims arising out of air transportation, within two (2) years from the date of the loss. (iii) For claims arising out of the preparation and/or submission of an import entry(s), within sixty(60) days from the date of liquidation of the entry(s). (iv) For any and all other claims of any other type, within one (1) year from the date of the loss or damage.
4. No Liability for The Selection or Services of Third Parties and/or Routes.
Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer,Company shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment;advice by the Company that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person or firm will render such services nor does Company assume responsibility or liability for any action(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party; all claims in connection with the Act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company.
5. Quotations Not Binding.
Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between the Company and the Customer.
6. Reliance On Information Furnished.
  • Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with U.S. Customs & Border Protection, other Government Agency and/or third parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission filed on Customers behalf;
  • In preparing and submitting customs entries, export declarations, applications, security filings, documentation and/or other required data, the Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer’s failure to disclose information or any incorrect, incomplete or false statement by the Customer or its agent, representative or contractor upon which the Company reasonably relied. The Customer agrees that the Customer has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods.
7. Declaring Higher Value to Third Parties.
Third parties to whom the goods are entrusted may limit liability for loss or damage; the Company will request excess valuation coverage only upon specificwritten instructions from the Customer, which must agree to pay any charges therefore; in the absence of written instructions or the refusal of the third party to agree to a higher declared value, at Company’s discretion, the goods may be tendered to the third party, subject to the terms of the third party’s limitations of liability and/or terms and conditions of service.
8. Insurance.
Unless requested to do so in writing and confirmed to the Customer in writing, Company is under no obligation to procure insurance on Customer’s behalf; in all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance.
9. Disclaimers; Limitation of Liability.
  • Except as specifically set forth herein, the Company makes no express or implied warranties in connection with its services.
  • In connection with all services performed by the Company, Customer may obtain additional liability coverage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefor, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s).
  • In the absence of additional coverage under (b) above, the Company’s liability shall be limited to the following: (i) where the claim arises from activities other than those relating to customs business, $25.00 per shipment or transaction, or (ii) where the claim arises from activities relating to “Customs business,” $25.00 per entry or the amount of brokerage fees paid to Company for the entry, whichever is less.
  • In no event shall Company be liable or responsible for consequential, indirect, incidental, statutory or punitive damages even if it has been put on notice of the possibility of such damages, or for the acts of third parties.
11. Indemnification/Hold Harmless.
The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability, fines, penalties, and/or attorneys’ fees arising from the importation or exportation of customers merchandise and/or any conduct of the Customer, including but not limited to the inaccuracy of entry, export or security data supplied by Customer or its agent or representative, which violates any Federal, State and/or other laws, and further agrees to indemnify and hold the Company harmless against any and all liability, loss, damages, costs, claims, penalties, fines and/or expenses, including but not limited to reasonable attorney’s fees, which the Company may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim,suit or proceeding is brought against the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company.
12. C.O.D. or Cash Collect Shipments.
Company shall use reasonable care regarding written instructions relating to “Cash/Collect” on “Deliver(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 not liability if the bank or consignee refuses to pay for the shipment.
13. Costs of Collection.
In any dispute involving monies owed to Company, the Company shall beentitled to all costs of collection incurred, including reasonable attorney’s fees and interest at 18% per annum or the highest rate allowed by law, whichever is less, unless a lower amount is agreed to by Company.
14. General Lien and Right to Sell Customer’s Property.
  • Company shall have a general and continuing lien on any and all property of Customer coming into Company’s actual or constructive possession or control for monies owed to Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both.
  • Company shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any on-going storage or other charges; Customer shall notify all parties having an interest in its shipment(s) of Company’s rights and/or the exercise of such lien.
  • Unless, within thirty days of receiving notice of lien, Customer posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due, in favor of Company, guaranteeing payment of the monies owed, plus all storage charges accrued or to be accrued, Company shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Customer.
15. No Duty to Maintain Records for Customer.
Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended (19 USC § 1508 and 1509) it has the duty and is solely liable formaintaining all records required under the Customs and/or other Laws and Regulations of the United States; unless otherwise agreed to in writing, the Company shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a “record-keeper” or “record-keeping agent” for Customer.
16. Obtaining Binding Rulings, Filing Protests, etc.
Unless requested by Customer in writing and agreed to by Company in writing, Company shall be under no obligation to undertake any pre- or post-Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petitions(s) and/or protests, etc.
17. Preparation and Issuance of Bills of Lading.
Where Company prepares and/or issues a bill of lading, Company shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc.; unless specifically requested to do so in writing by Customer or its agent and Customer agrees to pay for same, Company shall rely upon and use the cargo weight supplied by Customer.
18. No Modification or Amendment Unless Written.
These Terms and Conditions of Service apply automatically to all transactions and services provided by the Company, regardless of whether explicitly signed by the Customer. Any specific modifications, alterations, or amendments to these Terms requested by the Customer must be agreed to in writing by both the Customer and the Company and shall apply only to the affected transaction or engagement. The Company reserves the right to update or revise these Terms and Conditions periodically. Such updates shall apply to all future transactions following their publication, including but not limited to publication on the Company’s website or through other communications.
19. Compensation of Company.
The compensation of the Company for its services shall be includedwith and is in addition to the rates and charges of all carriers and other agencies selected by the Company to transport and deal with the goods, and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, the Company shall provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or action against the Customer for monies due the Company, upon recovery by the Company, the Customer shall pay the expenses of collection and /or litigation incurred, including a reasonable attorney fee.
20. Severability.
In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in Full force and effect. Company’s decision to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein.
21. Governing Law; Consent to Jurisdiction and Venue. These terms and conditions of service and therelationship of the parties shall be construed according to the laws of the State of Texas without giving consideration to principles of conflict of law. The Customer and Company:
  • irrevocably consent to the jurisdiction of the United States District Court for the Southern District of Texas and the state courts located in Nueces County, Texas.
  • agree that any action relating to the services performed by the Company shall only be brought in said courts.
  • consent to the exercise of in personam jurisdiction by said courts over it, and
  • further agree that any action to enforce a judgment may be instituted in any jurisdiction where the party or its assets may be found.
  • The failure of the Company to enforce any provision of these Terms shall not constitute a waiver of its
  • rights. If any provision is found to be invalid or unenforceable, the remaining provisions shall remain
  • in full force and effect.
22. Incomplete or Inaccurate Information.
The submission of incomplete or inaccurate informationrelated to an import or export transaction, including, but not limited to descriptions, quantities, weights, purchase prices, discounts, commissions, currency, selling prices at time of shipment, assists, country of origin, and other pertinent details, may result in severe government penalties or sanctions.In the event the information provided to the Company, or reflected in the shipment documentation does not accurately reflect the entirety of the transaction, the Customer must notify the Company immediately. This ensures that corrective actions can be taken promptly to comply with applicablelaws and regulations. The Customer shall indemnify and hold the Company harmless against any penalties, fines, damages, or liabilities arising from incomplete, inaccurate, or late information provided to the Company for the preparations of import or export documentation.
23. Missing Documents
The Customer must furnish any missing documents within the time frames stipulated by customs regulations to avoid potential penalties. Failure to provide timely and accurate information, including necessary documentation for drawback claims, may result in the forfeiture of eligibility for such claims.It is imperative that the Customer ensures all required documents are complete and submitted promptly to facilitate compliance with applicable laws and regulations.
24. Payment to Customs
As the Importer of Record (IOR), the Customer is ultimately responsible for all customs charges, including duties, taxes, and any other debts owed to customs authorities. Payment to the customs broker does not absolve the Importer of Record from liability if such charges are not remitted by the broker. To ensure compliance and mitigate risk, the Customer is advised to use the AutomatedClearing House (ACH) system for direct payments to U.S. Customs and Border Protection (CBP). ACH provides a secure and efficient method for paying customs fees, duties, and taxes electronically, reducing reliance on traditional payment methods.
25. Non-Solicitation of Employees
The Customer agrees not to hire, solicit or attempt to hire or solicit employees of the Company at anytime, including during the term of services and for a period of 12 months following the termination or resignation of the employee, without prior written consent from the Company. Breach of this provision results in liquidated damages equal to two years' compensation of the solicited employee or $250,000, whichever is greater.
26. Intellectual Property
All intellectual property, including but not limited to Standard Operating Procedures (SOPs), price lists, and internal processes, remains the exclusive property of the Company. The Customer agrees not to use, copy, or distribute such materials without prior written consent.
27. Entire Agreement
These Terms and Conditions constitute the entire agreement between the Customer and the Company with respect to the services provided and supersede all prior agreements or understandings, whether written or oral, regarding such services. For services governed by specific contracts or fee schedules provided by the Company, such contracts or fee schedules shall form part of the agreement between the Company and the Customer. In the event of any conflict between these Terms and the applicable contract or fee schedule, the terms of the contract or fee schedule shall control, but only with respect to the subject matter of the conflict. All other provisions of these Terms shall remain in full force and effect.
Attribution and Source Information
  • Items 1 through 21 have been adapted from content copyrighted by the National Customs Brokers & Forwarders Association of America, Inc. (NCBFAA).
  • Items 22 through 27 incorporate principles and instructions from various governmental agencies and are aligned with prudent business practices to ensure compliance and professionalism.
This document has been customized to reflect the specific operational needs and standards of Valls International, Inc., and is subject to periodic updates to maintain accuracy and relevance.