Smartports global terms and conditions

1.1 Nature of Services

Smartports acts solely as a freight forwarder, logistics coordinator, and service arranger, unless expressly agreed otherwise in writing. Smartports undertakes to quote, plan, arrange, coordinate, monitor, direct, and subcontract transportation and related logistics services on behalf of the Client for domestic and/or international shipments by one or more modes of transport, including any ancillary services reasonably required to support the logistics chain.

1.2 Acceptance

These Terms shall be deemed accepted by the Client upon the earliest of any of the following:

• acceptance of a quotation;
• issuance of a purchase order;
• written acceptance by email or electronic means;
• booking confirmation;
• delivery of shipping instructions;
• tendering of cargo;
• request to proceed with services;
• continuation of negotiations or operational execution with knowledge of these Terms;
• payment, partial payment, or failure to object before performance begins.

Such acceptance creates a binding obligation to pay for all services, charges, disbursements, advances, storage, demurrage, detention, duties, taxes, and related costs incurred in connection with the services.

1.3 No Carrier Status

Unless expressly agreed in writing, Smartports does not act as an ocean carrier, air carrier, motor carrier, rail carrier, warehouseman, customs broker of record, insurer, or effective carrier. Smartports acts only as an intermediary and coordinator of transportation and related services, and does not assume obligations exclusive to any actual or effective carrier.

1.4 Global Operating Structure

Smartports may perform services through:

• Smartports LLC;
• any Smartports subsidiary or affiliate in the relevant market; or
• any authorized Smartports network partner or agent.

Any reference to Smartports includes the relevant operating entity performing all or part of the services.

3.1 Intermediary Role

Smartports arranges and coordinates services in its capacity as freight forwarder and logistics coordinator. Any transportation, storage, customs clearance, inspection, security, or related activity physically performed by third parties shall be deemed performed by independent contractors.

3.2 Authority to Subcontract

Smartports is authorized, at its sole discretion and without prior additional approval from the Client, to select, appoint, instruct, and subcontract Actual Carriers, co-loaders, agents, warehouse providers, customs brokers, truckers, inspection companies, insurers, security providers, and other service providers as reasonably necessary to perform the Services.

3.3 Reliance on Client Instructions

Smartports may rely on all shipping instructions, cargo descriptions, routing requests, declared values, customs data, compliance statements, and commercial information provided by the Client without independent verification.

4.1 Cargo Accuracy

All information provided regarding the Cargo is complete, accurate, lawful, and sufficient for Smartports and third parties to perform the Services, including: nature of goods; HS codes and tariff information where applicable; packaging details; dimensions and weight; dangerous goods classification; marks and numbers; origin and destination; ownership and authority to ship; permits, licenses, and certifications.

4.2 Packaging and Suitability

The Cargo shall be properly packed, labeled, secured, palletized, stuffed, and prepared for the intended transport and handling.

4.3 Compliance

The Client is solely responsible for compliance with all applicable customs, sanctions, export control, import control, health, safety, tax, foreign trade, and regulatory requirements related to the Cargo and the transaction.

4.4 Payment

The Client is directly and unconditionally liable for payment of all invoices, charges, advances, and costs arising from the Services, whether such amounts are payable by the shipper, consignee, notify party, buyer, seller, or any third party.

4.5 Joint and Several Liability

Where more than one person or entity is identified as shipper, consignee, importer, exporter, beneficial cargo owner, or contracting party, all such parties shall be jointly and severally liable for all obligations under these Terms.

5.1 Non-Binding Unless Confirmed

All quotations are subject to space and equipment availability, carrier acceptance, schedule changes, market fluctuations, and final confirmation by Smartports.

5.2 Changes in Costs

Rates and quotations may be adjusted if there are changes in:

• ocean, air, road, or rail carrier pricing;
• bunker or fuel surcharges;
• congestion surcharges;
• terminal or port charges;
• customs-related charges;
• storage, detention, or demurrage;
• security or compliance requirements;
• exchange rates;
• war risk, sanctions, or disruption-related surcharges;
• governmental action, force majeure, or carrier action.

5.3 Ancillary and Unforeseen Charges

Any charge not expressly included in a quotation but incurred in connection with the shipment shall remain payable by the Client.

6.1 Form of Instructions

Shipping instructions may be provided by email, digital platform, EDI, messaging system, purchase order, signed document, or any other commercially reasonable electronic means.

6.2 Electronic Records

The Client agrees that emails, platform logs, digital messages, system records, booking confirmations, electronic approvals, and shipment instructions constitute valid and binding evidence of instructions, acceptance, amendments, and obligations.

6.3 No Duty to Verify

Smartports has no obligation to independently verify information received from the Client. Any discrepancy detected may be raised, but failure to detect an inconsistency does not create liability for Smartports.

7.1 No Automatic Insurance

Cargo insurance is not included unless expressly requested in writing and confirmed by Smartports in writing.

7.2 Placement Only

If requested, Smartports may arrange insurance as intermediary on behalf of the Client. Smartports does not itself underwrite insurance and assumes no liability for insurer solvency, claim adjustment, policy exclusions, deductibles, or claim denial.

7.3 Client Risk

Unless cargo insurance has been expressly requested and confirmed, the Cargo moves entirely at the Client’s risk with respect to physical loss or damage.

8.1 Limited Responsibility of Smartports

Smartports shall only be liable for its own direct negligence in the performance of its coordination services and only to the extent expressly provided herein.

8.2 Exclusion of Carrier Liability

Smartports shall not be liable for acts, omissions, defaults, insolvency, negligence, misconduct, schedule changes, or service failures of any Actual Carrier, terminal, customs broker, warehouse, trucker, inspection company, airline, shipping line, rail operator, or other third party.

8.3 Excluded Damages

Under no circumstances shall Smartports be liable for:

• loss of profit;
• loss of business;
• loss of market;
• loss of opportunity;
• loss of production;
• consequential damages;
• indirect damages;
• special damages;
• punitive damages;
• exchange loss;
• contractual penalties;
• loss due to delay;
• reputational damages.

8.4 Monetary Cap

To the fullest extent permitted by law, Smartports’ total liability for any claim arising from or related to the Services shall not exceed the lesser of:

• the amount of Smartports’ service fee for the specific shipment giving rise to the claim; or
• USD 5,000 per claim.

8.5 Time Bar

Any claim against Smartports must be made in writing within nine (9) months from the date of delivery, expected delivery, or occurrence giving rise to the claim, whichever is earlier. Failure to do so constitutes an absolute waiver.

9.1 Client Responsibility

The Client is solely responsible for all demurrage, detention, storage, port fees, terminal fees, examination fees, chassis fees, waiting time, inland surcharges, redelivery costs, and any other Ancillary Charges, regardless of whether such charges arise directly or indirectly.

9.2 Causes Outside Smartports’ Control

This includes charges arising from:

• customs holds;
• documentary issues;
• compliance failures;
• consignee delay;
• importer/exporter omissions;
• abandonment;
• inability to receive cargo;
• lack of payment;
• missed appointments;
• failure to return equipment timely;
• carrier or terminal congestion.

9.3 Administrative Recovery Fee

Smartports may charge an additional administrative recovery fee, finance charge, or operational handling markup for Ancillary Charges advanced, managed, disputed, or absorbed temporarily by Smartports.

10.1 Freight Advances and Credit Support

Smartports may, at its sole discretion, advance, finance, guarantee, prepay, or otherwise support freight, carrier charges, terminal charges, transport costs, and other shipment-related charges on behalf of the Client. Any such advance, financing, accommodation, or extension of payment terms constitutes a commercial credit accommodation granted by Smartports to the Client and may be revoked at any time.

10.2 Security Interest in Cargo and Shipment Proceeds

To secure payment of all amounts due or becoming due to Smartports, including freight advances, service fees, demurrage, detention, storage, duties, taxes, expenses, interest, legal fees, and any other obligations, the Client hereby grants Smartports, to the fullest extent permitted by applicable law:

• a general and continuing lien over the Cargo and any related documents;
• a security interest in the Cargo, including Sea Transit Cargo;
• a security interest in any house bill, transport document, release right, delivery order right, warehouse receipt, title right, claims, insurance proceeds, and sale proceeds related to the Cargo;
• the right to retain, withhold, stop, redirect, suspend release, or instruct third parties not to release the Cargo until full payment has been received.

10.3 Cargo in Sea Transit as Collateral

Where Smartports has advanced or financed ocean freight or related shipment charges, the Client expressly agrees that cargo that is in sea transit, loaded, booked, transshipped, discharged but not yet released, or otherwise moving under an ocean shipment coordinated or financed by Smartports shall serve as valid collateral and continuing security for all amounts owed to Smartports in relation to that shipment and any related or cross-defaulted obligations.

10.4 Rights Before and After Arrival

Smartports’ rights under this clause apply:

• before loading;
• while cargo is at origin;
• during sea transit;
• during transshipment;
• upon discharge;
• during port or terminal custody;
• during inland transportation;
• until final delivery and full payment.

10.5 Instruction to Carriers and Counterparties

Smartports may notify carriers, NVOCCs, terminals, warehouses, truckers, agents, banks, financing parties, correspondents, and release agents of its interest in the Cargo and may instruct them to hold, suspend, or deny release pending payment.

10.6 Cross-Collateralization

Unless prohibited by law, Smartports may apply Cargo, Sea Transit Cargo, documents, or proceeds related to one shipment as security for outstanding amounts owed by the same Client or affiliated Client group on other shipments, accounts, or transactions.

10.7 Sale or Disposal

If payment is not made within a reasonable period after demand, Smartports may, to the fullest extent permitted by applicable law and after such notice as may be commercially reasonable, sell, auction, dispose of, abandon, or otherwise realize upon the Cargo or documents and apply the proceeds to the amounts owed, without prejudice to Smartports’ right to recover any deficiency.

10.8 Not a Waiver

Any release of Cargo without immediate payment, any temporary extension, or any negotiation with the Client shall not constitute waiver of Smartports’ lien, collateral rights, or security interest.

10.9 Additional Assurances

The Client shall execute any further documents, notices, acknowledgments, assignments, security confirmations, warehouse letters, delivery hold letters, or other instruments reasonably requested by Smartports to evidence, perfect, maintain, or enforce the foregoing rights.

10.10 Special Credit and Collateral Acknowledgment

The Client acknowledges and agrees that any freight, ocean charges, or logistics costs advanced, financed, guaranteed, or prepaid by Smartports are secured by a continuing lien and security interest over the Cargo, including cargo in sea transit, all shipping documents, release rights, insurance proceeds, receivables, and sale proceeds. Smartports shall have the right to place shipment holds, suspend cargo release, notify carriers, terminals, warehouses, and agents, and exercise all rights available at law, equity, or commercial practice until all outstanding obligations are paid in full.

11.1 Retention of Cargo

Smartports may retain the Cargo, documents, house bills, delivery orders, release instructions, and any related items until all outstanding amounts are paid in full.

11.2 Suspension of Services

Smartports may suspend performance, stop cargo movement, cancel bookings, or withhold further services if the Client fails to pay any due amount or if Smartports reasonably believes payment is at risk.

11.3 No Liability for Hold

Smartports shall not be liable for any delay, storage, deterioration, or consequences resulting from the exercise of its right of retention, lien, security interest, or suspension rights.

18.1 Governing Law

Unless otherwise agreed in a shipment-specific contract, these Terms shall be governed by the laws of the jurisdiction of the Smartports contracting entity issuing the quotation, invoice, or service confirmation, without regard to conflict-of-law principles.

18.2 Venue

Any dispute arising out of or relating to these Terms or the Services shall be submitted to the courts or arbitration forum designated by the Smartports contracting entity in its service confirmation, quotation, or invoice terms.

18.3 Smartports Option to Sue Elsewhere

Notwithstanding the foregoing, Smartports may bring collection actions, injunctive relief actions, cargo lien enforcement actions, or proceedings to secure or recover Cargo, receivables, or assets in any jurisdiction where the Cargo, the Client, or relevant assets are located.

18.4 Carrier Conventions

Any international transport convention, statute, or mandatory law applicable to the Actual Carrier shall apply only to the Actual Carrier to the extent legally required, and shall not enlarge Smartports’ obligations beyond those expressly assumed in these Terms.

19.1 Entire Agreement

These Terms, together with any quotation, booking confirmation, service order, invoice, house document, credit form, or written addendum issued by Smartports, constitute the entire agreement governing the Services.

19.2 Severability

If any provision is found unenforceable, the remaining provisions shall remain in full force.

19.3 No Waiver

Failure by Smartports to enforce any right shall not constitute a waiver.

19.4 Priority

If there is any conflict between these Terms and any Client purchase order, vendor terms, or other unilateral terms, these Terms shall prevail unless Smartports expressly agrees otherwise in writing signed by an authorized officer.

19.5 Amendments

Smartports may update these Terms from time to time. The version in effect at the time of the relevant shipment or service request shall apply unless otherwise agreed.