These Terms and Conditions apply to any and all purchasing activities between NOVA WORLD INTERNATIONAL, LLC, a Michigan, USA limited liability company doing business as Nova Shipping and its related companies, agents and/or representatives (collectively, the “Company”) and the “Customer” and to any and all services performed and goods sold or provided by the Company to the Customer. Legal relationships between the Company and the Customer are governed exclusively by these Terms and Conditions.

Any terms or conditions of the Customer which are contradictory or supplementary to, or which deviate from these Terms and Conditions, or any objection, agreement or other attempt by the Customer purporting to add to or modify these Terms and Conditions, shall not apply or be binding upon the Company unless expressly approved in writing by the Company. Under no circumstances is the performance of services for the Customer or sale or provision of goods to the Customer, or the receipt of payment from the Customer, shall be construed as acceptance of the Customer’s terms or conditions. Any reference to the Company’s Terms and Conditions shall be construed to be the reference to these Terms and Conditions.

(a) "Customer" shall mean the person or entity to which the Company is rendering service, and such person’s or entity’s agents and/or representatives;

(b) "Documentation" shall mean all information and documents received directly or indirectly from the Customer, whether in paper of electronic form;

(c) "Quotation" shall mean any quotation issued by the Company to the Customer.

(a) Quotation, Accuracy.

Any Quotation issued by the Company to the Customer involves our interpretation of the services as described by the Documentation provided to the Company by the Customer, and the Customer is responsible for correctness of all such Documentation. THE COMPANY MAKES NO REPRESENTATION AS TO THE ACCURACY OF OUR INTERPRETATION OF THE CUSTOMER’S DOCUMENTATION.

(b) 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. To the extent the Documentation does not adequately represent the scope of services to be performed by the Company, the final price for the services performed for the Customer shall be adjusted accordingly. The price for our services as referenced in the Quotation is an estimate only, and the final price will depend on the actual services performed for the Customer.

(c) Quotation Not Transferable

This Quotation is for Customer’s use only in evaluating the Company’s proposal and may not be used by the Customer for any other purpose or disclosed by the Customer to any third party without the express written consent of the Company.

(d) Termination of Quotation

ThisThe Quotation is not an offer to provide services. Any Quotation will become void at 11:59 P.M. Eastern Time, thirty (30) days after the date the Quotation was issued. Any purchase order resulting from the Quotation must be placed within thirty (30) days of the Quotation in order for the prices set forth therein to remain firm.

(e) Customer's Purchase Orders.

All Customer's purchase orders are offers to purchase the goods and/or services identified in the purchase order, and are subject to Company’s prior approval. No purchase order shall be considered as accepted until acknowledged in writing by a duly authorized representative of the Company. All Customer’s purchase orders are subject to and shall be governed by these Terms and Conditions.

The Company acts as the “agent” of the Customer for the purpose of performing services 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 any government agencies.

With respect to all other services performed by the Company to the Customer, the Company acts and shall be at all times an independent contractor of the Customer and, except as otherwise provided in Section 4(a) above, nothing contained in these Terms and Conditions shall be construed to create any joint venture, partnership, or other association between the parties other than that of independent contractor.

Except where the Customer requests in writing that the Company engage specific third parties or use specified routes to perform the services for the Customer, the 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. Any advice by the Company that a particular third party has been or should be selected to render services with respect to the Customer’s shipment shall not be construed to mean that the Company warrants or represents that such a third party will render such services nor does Company assume any responsibility or liability for any acts and/or omissions of such third parties and/or its agents, and the Company 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. The Customer agrees to assert and bring any and all claims in connection with the acts or omissions of a third party solely against such third party and/or its agents; except where a conflict of interest or business conflict exists, upon Customer’s request the Company shall reasonably cooperate with the Customer in connection with any such claim, and the Customer shall pay or reimburse the Company for its actual changes or costs incurred in connection with such cooperation.

(a) Customer acknowledges and agrees that it is required to review any and all documents and declarations prepared and/or filed with the 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 by the Company on Customer’s behalf.

(b) 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; the Customer shall use best efforts to ensure the correctness of all such Documentation and shall indemnify, defend and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by the Company by reason of the Customer’s failure to disclose information or any incorrect, incomplete or false statement by the Customer or any of its contractors upon which the Company reasonably relied. The Customer acknowledges and agrees that the Customer has an affirmative nondelegable duty to disclose any and all information required to import, export or enter the goods.

All goods sold to the Customer shall be delivered F.C.A. (INCOTERMS 2000) Company’s Principal place of business or other place designated by the Company. Title to goods sold by the Company to the Customer shall transfer upon receipt of the goods by the common carrier.

(a) The Customer shall at all times bear the risk of loss and damage with respect to any shipment for which it uses the Company's services.
(b)The risk of loss and damage with respect to any goods purchased by Customer from the Company shall transfer to Customer upon delivery of the goods to the Customer.
(c) The Customer shall be required to obtain and at all times maintain insurance covering any loss or damage to such shipments and/or goods purchased from the Company in the amount of the actual or declared value of the shipment or transaction, whichever is greater.

(d)Unless requested to do so in writing and confirmed to the Customer in writing, the Company is under no obligation to procure insurance on Customer’s behalf; in all cases where the Company so agrees to procure insurance, the Customer shall pay all premiums and costs in connection with the Company’s procuring the requested insurance.

Third parties to whom the goods are entrusted may limit liability for loss or damage; the Company will request excess valuation coverage only upon specific written instructions from the Customer, and the Customer 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.

IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENTNON-INFRINGEMENT OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE), REGARDING OR RELATED TO THE GOODS SOLD OR PROVIDED AND/OR SERVICES PROVIDED BY THE COMPANY OR ANY THIRD PARTY ON BEHALF OF THE COMPANY TO THE CUSTOMER, AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED. ANY AND ALL GOODS PROVIDED OR SOLD BY THE COMPANY TO THE CUSTOMER ARE SOLD OR PROVIDED ON AN “AS IS” “WHERE IS” BASIS. ORAL STATEMENTS DO NOT CONSTITUTE WARRANTIES AND SHALL NOT BE RELIED ON BY THE CUSTOMER AND ARE NOT PART OF ANY AGREEMENT BETWEEN THE COMPANY AND THE CUSTOMER.

THE COMPANY SHALL NOT HAVE ANY LIABILITY TO THE CUSTOMER OR ANY THIRD PARTY IN CONNECTION WITH ANY SERVICES OR GOODS PROVIDED AND/OR SOLD TO THE CUSTOMER BY THE COMPANY OR BY ANY THIRD PARTY RETAINED BY THE COMPANY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, STATUTORY, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOSS OF PROFIT, LOSS OF INCOME OR REVENUE, LOSS OF GOODWILL, ANY DELAY IN PERFORMING THE SERVICES, OR THE FAILURE TO PERFORM SERVICES, EVEN IF IT HAS BEEN PUT ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE PROVISIONS OF THIS SECTION AND SUBJECT TO THE FOLLOWING SENTENCE, IN NO EVENT SHALL COMPANY’S LIABILITY FOR MONETARY DAMAGES EXCEED THE LESSER OF A) AMOUNT THE CUSTOMER HAS ACTUALLY PAID TO THE COMPANY FOR THE GOODS OR SERVICES WITH RESPECT TO WHICH SUCH LIABILITY AROSE OR B) 1) FIFTY ($50.00) US DOLLARS PER SHIPMENT OR TRANSACTION, OR 2) FIFTY ($50.00) US DOLLARS PER ENTRY OR THE AMOUNT OF BROKERAGE FEES PAID TO THE COMPANY FOR THE ENTRY, WHICHEVER IS LESS.

THE COMPANY MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES TO THE CUSTOMER OF ANY KIND, EITHER EXPRESSED OR
The Customer acknowledges and agrees that the provisions of these Terms and Conditions that limit liability, disclaim warranties, or exclude consequential damages or other damages or remedies are essential terms of and are fundamental to the parties’ understanding regarding allocation of risk. Accordingly, such provisions shall be severable and independent of any other provisions of these Terms and Conditions and shall be enforced to the fullest extent permitted by law.

Without limiting the generality of the foregoing, THE CUSTOMER AGREES THAT ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND EXCLUSIONS OF CONSEQUENTIAL OR OTHER DAMAGES OR REMEDIES SHALL REMAIN FULLY VALID, EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EVEN UNDER CIRCUMSTANCES THAT CAUSE ANY EXCLUSIVE REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. The limitations contained in this Section apply regardless of the form of action, including actions in contract, tort (including negligence), and strict liability.

(a)The Company issues invoices upon commencement of the services for the Customer or the sale of goods to the Customer. Except where otherwise agreed in writing signed by the Company, the Customer shall pay in full all invoices within ten (10) days from date of invoice. Payment terms are subject to the Customer maintaining a credit status acceptable to the Company. All payments and references to payments for Company services are and shall be in US Dollars.
(b)If the Customer in good faith disputes any amount listed on the invoice, within ten (10) days from date of invoice the Customer shall 1) pay the undisputed portion of the Invoice to the Company, and 2) provide a detailed description of its question(s) or objection(s) to the remainder of the invoice. Acceptance by the Company of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and the Customer shall be responsible to pay the balance of the amount then due. If the Customer fails to raise a question or objection within ten (10) days from date of invoice, the Customer agrees that the invoice is accurate and fully due and payable. If the Customer timely raises a question or objection to the invoice, the Customer shall pay the disputed amount or other amount agreed to by the parties in writing within ten (10) days of the resolution of customer’s question(s) or objection(s) or a final decision of the court on the issue.
(c)The Customer shall be solely responsible for any and all extra charges assessed against Customer’s shipments or goods, including without limitation, storage charges and customs fees and penalties, that result out of the Customer’s or any third party’s acts or omissions. The Company has no obligation to pay for such charges on Customer’s behalf. If the Company elects to pay for such extra charges, the Customer shall immediately reimburse the Company for any and all such extra charges upon request.
(d) If the Customer is the importer of record, payment to the broker will not relieve you of liability for Customs charges (duties, taxes, or other debts owed Customs) in the event the charges are not paid by the broker. Therefore, if the Customer pays by check, Customs may be paid with a separate check payable to the U.S. Customs Service which shall be delivered to Customs by the broker.
(e) The compensation of the Company for its services shall be included with 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 or other revenue received by the Company from carriers, insurers and others in connection with the services performed for the Customer. Upon request or at its election, the Company may provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges.
(f) The Company may charge a late payment fee of eleven percent (11%) per annum or the highest rate allowed by law, whichever is less, on any outstanding balance due as a result of non-payment by the Customer as required by this Section. In addition, the Customer will pay or reimburse the Company for any and all Company’s costs and expenses of collection or enforcement of any of the Company’s other rights under this Agreement, including reasonable attorney fees and court and collection agency costs.
The Custome shall indemnify, defend and hold the Company harmless from any and all claims, actions, liabilities, losses, expenses, penalties, fines, damages and costs including, without limitation, reasonable attorneys’ fees, which the Company may at any time incur, suffer or be required to pay that arise from or are in connection with (a) any breach by the Customer of these Terms and Conditions, (b) any acts or omissions by the Customer, (c) any acts or omissions of third parties engaged by the Company pursuant to the express written instructions from the Customer, (d) importation or exportation of Customer’s merchandise, and/or (e) any conduct of the Customer and those under its direction or control, including but not limited to the inaccuracy of entry, export of security data supplied by the Customer, which violates any Federal, State and/or other laws or regulations.

The 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, letters(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall not have any liability if the bank or consignee refuses to pay for the shipment.

(a)The Company shall have a general and continuing lien on any and all property of the Customer coming into the Company’s actual or constructive possession or control for any amounts owed to the Company with regard to the shipment on which the lien is claimed, any prior shipment(s) and/or any other services the Company performed for the Customer. The Customer authorizes the Company to file the necessary documents including without limitations financing statements describing the lien hereby granted.
(b)The Company shall provide a written notice to the Customer of its intent to exercise such lien, the exact amount due and owing to the Company, as well as any ongoing storage or other charges. The Customer shall notify all parties having an interest in its shipment(s) of the Company’s rights and/or the exercise of such lien.
(c)Unless, within thirtyten (3010) days of receiving notice of lien, the Customer posts cash or a letter of credit, 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 the Company, guaranteeing payment of the amounts owed, plus all storage and other charges accrued or to be accrued, the Company shall have the right to sell such shipment(s) at public or private sale or auction. Upon completion of the sale, the Company shall, after deducting the amounts owed by the Customer to the Company and the costs and expenses incurred by the Company is pursuing and conducting such a sale including without limitation reasonable attorneys fees, refund the net proceeds remaining from such sale to the Customer. If the Company sells any of the Customer’s shipment(s) on credit, the Customer will be credited only with payments actually made by the purchaser, received by the Company and applied to the indebtedness of the Customer, only after the Company retains the amounts owed by the Customer to the Company and the costs and expenses incurred by the Company is pursuing and conducting such a sale including without limitation reasonable attorneys fees.

The Company shall not be liable for any delay, impairment or failure of performance and any such delay, impairment or failure of performance will be excused if it results in whole or in part from any cause beyond the Company’s control including, without limitation, fires, floods, explosions, accidents or other catastrophes, acts of God, strikes, lockouts or labor disruption, wars, terrorism, piracy, riots or embargo delays, government allocations or priorities, shortages of transportation, fuel, labor or materials, severe weather conditions, changes of law or regulation, or any other circumstance or cause beyond Company’s control. Such excuse from performance shall extend so long as the event continues to delay or impair the Company’s performance.

The Customer acknowledges and agrees that pursuant to Sections 508 and 509 of the Tariff Act (19 USC §1508 and 1509, as amended), it has the duty and is solely responsible for maintaining 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 with respect to the services provided to the Customer by applicable laws and regulations, but shall not act or be deemed to act as a “recordkeeper” or “recordkeeping agent” for the Customer.

Except where requested by the Customer in writing and agreed to by the Company in writing, the 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 petition(s) and/or protests, or other similar or related actions.

Where the Company prepares and/or issues a bill of lading, 1) the 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 the Customer and Customer agrees to pay for same, and 2) the Customer shall rely upon and use the cargo weight supplied by the Customer.

The remedies stated in these Terms and Conditions are not exclusive of any other remedies provided for by law or at equity.

These Terms and Conditions may only be modified, altered or amended in writing signed by both the Customer and the Company, and any attempt to unilaterally modify, alter or amend same shall be null and void.

Where appropriate, words that reflect the masculine, feminine, or neuter gender shall be construed to also reflect the other genders; and words that reflect either the singular or plural shall also be construed to reflect the other.

The Section headings contained in these Terms and Conditions are for reference purposes only and shall not in any way affect the meaning or interpretation of these Terms and Conditions.

Any agreements executed by the Customer and the Company may be executed in multiple counterparts, each of which shall constitute an original agreement, but all of which shall constitute only one agreement. The signatures need not all be on a single copy of any agreement between the parties, and may be facsimiles rather than originals, and shall be fully as effective as though all signatures were originals on the same copy.

Any provision of these Terms and Conditions which is determined to be invalid or unenforceable shall not affect the remainder of these Terms and Conditions, which shall remain in full force and effect.

No waiver by the Company of any provision of these Terms and Conditions shall be effective unless it is written and signed by the Company. Company’s decision to waive any provision herein or to waive any breach by the Customer of any provision herein, either by conduct of otherwise, shall not constitute or be deemed to be a further or continuing waiver of such provision or a waiver of any preceding or succeeding breach of the same provision or to otherwise waive or invalidate any other provision herein.

The Company does not intend to confer any benefits in providing the services for the Customer on any person, entity or any other third party other than the Customer, even if such a third party is paying, directly or indirectly, for the Company’s services. No waiver by the Company of any provision of these Terms and Conditions shall be effective unless it is written and signed by the Company. Company’s decision to waive any provision herein or to waive any breach by the Customer of any provision herein, either by conduct of otherwise, shall not constitute or be deemed to be a further or continuing waiver of such provision or a waiver of any preceding or succeeding breach of the same provision or to otherwise waive or invalidate any other provision herein.

(a) Except as otherwise provided in these Terms and Conditions, all claims against the Company must be made in writing and received by the Company, within 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 the Customer with respect to such claim.
(b) All suits against the Company must be filed and properly served on the Company as follows:

(i) For claims arising out of the preparation and/or submission of an import entry(s), within 60 days from the date of liquidation of the entry(s); and

(ii) For claims arising out of any and all claims of any other type, within one year from the date when the party bringing the suit knew or should have known, whichever is earlier, of the loss or damage.

(a) These Terms and Conditions and the relationship between the parties shall be governed by the law of the State of Michigan, USA without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Michigan. The parties agree that State of Michigan shall be the exclusive jurisdiction for all disputes. The Oakland County Circuit Court or the Federal District Court for the Eastern District of Michigan is a convenient venue for both parties.
(b) Each party agrees to comply with the U.S. Foreign Corrupt Practices Act (15 U.S.C. 78(dd)(i) et seq.), the U.S. export control laws including the Export Administration Regulations, 15 C.F.R. Part 730 et seq., and the various sanctions programs administered under 31 C.F.R. Part 500 et seq., and any successor thereto, as the same may be amended from time to time.

Any notice to the Company or to the Customer shall be in writing, and shall be deemed sufficient if personally delivered, sent to the party’s last known mailing address, and/or to such other address as to which proper notice has been given, by commercially reputable courier service provided receipt is confirmed, or via facsimile or e-mail provided in either case that proper notice of the facsimile number(s) and e-mail address(es) has been given pursuant to this Section, and receipt is confirmed. Notice shall be deemed to have been given when personally delivered, one (1) business days after being delivered by commercially reputable courier service, one (1) business day after acknowledgment of receipt via facsimile transmission, or one (1) business day after having been sent by e-mail.

The parties agree to permit binding communications by electronic means. Any requirement that any item be in writing is satisfied if the item is a record, whether electronic or otherwise. Any requirement that any item be signed is satisfied by an electronic signature (with the terms ''record'' and ''electronic signature'' having the meanings ascribed to them in the Uniform Electronic Transactions Act).