Terms & Conditions
Below are terms and conditions for accessing www.roro.com and for shipping with The Roll On Roll Off Company LLC, a licensed non-vessel operating common carrier (NVOCC) FMC# 027315NF.
- International Ocean Bill of Lading Terms & Conditions
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International Ocean Bill of Lading Terms & Conditions
The following terms and conditions appear on The Roll On Roll Off Company LLC Bill of Lading.
- The RORO Company is a trade name for The Roll On Roll Off Company LLC, a Florida Limited Liability Corporation.
- “Bill of Lading” as used herein includes conventional bills of lading, as well as electronic, express and laser bills of lading, sea waybills and all like documents, howsoever generated, covering the Carriage of Goods to, from or through the United States, whether or not issued to the Merchant.
- "Carriage" means the whole of the operations and services undertaken or performed by or on behalf of the Carrier with respect to the Goods.
- "Carrier" means The RORO Company, on whose behalf this Bill of lading was issued, whether acting as carrier or bailee.
- "Charges" means freight, deadfreight, demurrage and all expenses and money obligations incurred and payable by the Merchant.
- "Container" means any container (closed or open top), van, trailer, flatbed, transportable tank, railroad car, vehicle, flat, flatrack, pallet, skid, platform, cradle, sling-load or any other article of transport and any equipment associated or appurtenant thereto.
- "Goods" means the cargo received from the shipper and described on the face side hereof and any Container not supplied by or on behalf of the Carrier.
- "Merchant" means the shipper, consignee, receiver, holder of this Bill of Lading, o wner of the cargo or person entitled to the possession of the cargo and the servants and agents of any of these, all of whom shall be jointly and severally liable to the Carrier for the payment of all Charges, and for the performance of the obligations of any of them under this Bill of Lading.
- "On Board" or similar words endorsed on this Bill of Lading mean that in a Port to Port movement, the Goods have been loaded on board the Vessel or are in the custody of the actual ocean carrier. In the event of intermodal transportation, if the originating carrier is an inland or coastal carrier, mean that the Goods have been loaded on board rail cars or another mode of transport at the Place of Receipt or are in the custody of a Participating carrier and en route or are intended to be transported to the Port of Loading named on the reverse side.
- "Participating carrier" means any other carrier by water, land or air, performing any stage of the Carriage, including inland carriers, whether acting as sub-carrier, connecting carrier, substitute carrier and/or bailee.
- "Person" means an individual, a partnership, a body corporate or any other entity of whatsoever nature.
- "Vessel" means the ocean vessel named on the face side hereof, and any substitute vessel, feedership, barge, or other means of conveyance by water used in whole or in part by the Carrier to fulfill this contract.
The Goods carried hereunder are subject to all the terms and conditions of the Carrier’s applicable tariff or tariffs on file with the Federal Maritime Commission, Interstate Commerce Commission or any other regulatory body which governs a particular portion of the carriage and said terms and conditions are hereby incorporated herein as part of the Terms and Conditions of this Bill of Lading. Copies of the relevant provisions of the applicable tariff or tariffs are obtainable from the Carrier, Federal Maritime Commission, Interstate Commerce Commission or other regulatory body upon request. In the event of any conflict between the terms and conditions of such tariff or tariffs and the Terms and Conditions of this Bill of Lading, this Bill of Lading shall prevail.
- The Merchant warrants that in agreeing to the Terms and Conditions hereof, it is, or is the agent and has the authority of, the owner or person entitled to the possession of the Goods or any person who has a present or future interest in the Goods.
- The Merchant acknowledges that the Carrier is a non-vessel operating common carrier ("NVOCC"), and that it neither owns nor charters vessels, as a result of which the Carrier or any sub-carrier, connecting carrier or substitute carrier (which may be a NVOCC) will be required to contract with an actual ocean carrier to accomplish the Carriage contemplated by this Bill of Lading and does so as agent of the Merchant.
- The Merchant further acknowledges that by identifying the carrying Vessel on the face side hereof, it knows or can determine the name of the actual ocean carrier and the terms and conditions of the actual ocean carrier's bill of lading and applicable tariff(s) and agrees to be bound thereby.
- Except where the Carriage covered by this Bill of Lading is to or from a port or locality where there is in force a compulsorily applicable ordinance or statute of a nature similar to the International Convention for the Unification of Certain Rules Relating to Bills of Lading, dated at Brussels, August 25, 1924, the provisions of which cannot be departed from, and suit or other proceeding is instituted and litigated in such port or locality, this Bill of Lading shall have effect subject to the Carriage of Goods by Sea Act of the United States ("COGSA"), approved April 16, 1936, and nothing herein contained, unless otherwise stated, shall be deemed a surrender by the Carrier of any of its rights, immunities, exemptions, limitations or exonerations or an increase of any of its responsibilities or liabilities under COGSA or, as the case may be, such compulsorily applicable ordinances or statutes. The provisions of COGSA or such compulsorily applicable ordinances or statutes (except as otherwise specifically provided herein) shall govern before loading on and after discharge from the vessel and throughout the entire time the Goods or Containers or other packages are in the care, custody and/or control of the Carrier, a Participating carrier or independent contractor (inclusive of all subcontractors), their agents and servants, whether engaged by or acting for the Carrier or any other person, as well as during the entire time the Carrier is responsible for the Goods. In the absence of compulsorily applicable legislation, COGSA shall apply during the entire time the Carrier remains responsible hereunder.
- The Carrier shall not be liable in any capacity whatsoever for any delay, non-delivery, mis-delivery or other loss or damage to or in connection with the Goods or Containers or other packages occurring at any time contemplated under subdivision a) of this Clause.
- The Carrier shall, irrespective of which law is applicable under subdivision a) of this Clause, be entitled to the benefit of the provisions of Sections 4281 through 4286, inclusive, and 4289 of the Revised Statutes of the United States and amendments thereto.
- The rights, defenses, exemptions, limitations of and exonerations from liability and immunities of whatsoever nature provided for in this Bill of Lading shall apply in any action or proceeding against the Carrier, its agents and servants and/or any Participating carrier or independent contractor, whether in tort, contract or otherwise.
When either the Place of Receipt or Place of Delivery set forth herein is an inland point or place other than the Port of Loading (Through Transportation basis), the Carrier will procure transportation to or from the sea terminal and such inland point(s) or place(s) and, notwithstanding anything in this Bill of Lading contained, but always subject to Clause 4. hereof, the Carrier shall be liable for loss or damage of whatsoever nature and howsoever arising to the following extent, but no further:
- Upon proof that the loss or damage arose during a part of the Carriage herein made subject to COGSA or other compulsorily applicable legislation, as set forth in Clause 4. a) hereof, said legislation shall apply; or
- Upon proof that the loss or damage not falling within a) above, but concerning which the law of any country, state or subdivision thereof contains provisions that are compulsorily applicable and would have applied if the Merchant had made a separate and direct contract with the Carrier, a Participating carrier or independent contractor, as referred to herein, relative to a particular stage of transport or other handling wherein the loss or damage occurred and received as evidence thereof a particular receipt or other document, then the liability of the Carrier, Participating carrier and independent contractor shall be subject to the provisions of such law.
- If it should be determined that the Carrier bears any responsibility for loss or damage occurring during the care, custody and/ or control of any Participating carrier or independent contractor, their agents and/or servants, and be subject to law compulsorily applicable to their bills of lading, receipts, tariffs and/or law applicable thereto, then the Carrier shall be entitled to all rights, defenses, immunities, exemptions, limitations of and exonerations from liability of whatsoever nature accorded under such bill of lading, receipt, tariff and/or applicable law, provided however, that nothing contained herein shall be deemed a surrender by the Carrier of any of its rights, defenses and immunities or an increase of any of its responsibilities or liabilities under this Bill of Lading, the Carrier's applicable tariff or laws applicable or relating thereto.
- Except as hereinabove provided, the Carrier shall have no liability for loss or damage to the Goods.
- The Carrier shall be entitled to subcontract on any terms the whole or any part of the Carriage, loading, unloading, storing, warehousing, handling and any and all duties whatsoever undertaken by it in relation to the Goods or Containers or other packages or any other goods.
- It is understood and agreed that if it should be adjudged that any person or entity other than or in addition to the Carrier is under any responsibility with respect to the Goods or any other goods, regardless of the port or place where any loss or damage shall occur and without regard to whether the Goods covered hereby or any other goods are being handled or are damaged directly or indirectly during any handling, and even if the Goods or other goods are transported on free in, stowed and/or free out terms, all exemptions, limitations of and exonerations from liability provided by law or by the Terms and Conditions hereof shall be available to all agents, servants, employees, representatives, all Participating (including rail and other inland) carriers and all stevedores, terminal operators, warehousemen, crane operators, watchmen, carpenters,ship cleaners, surveyors and all independent contractors, inclusive of all persons providing any service whatsoever. In contracting for the foregoing exemptions, limitations of and exonerations from liability, the Carrier is acting as agent and trustee for and on behalf of all persons described above, all of whom shall to this extent be deemed to be a party to the contract evidenced by this Bill of Lading, regardless for whom acting or by whom retained and paid, it being always understood that said beneficiaries are not entitled to any greater or further exemptions, limitations of or exonerations from liability than those that the Carrier has under this Bill of Lading in any given situation.
- The Carrier undertakes to procure such services as necessary and shall have the right at its sole discretion to select any mode of land, sea or air transport and to arrange participation by other carriers to accomplish the total or any part of the carriage from Port of Loading to Port of Discharge or from Place of Receipt to Place of Delivery, or any combination thereof, except as may be otherwise provided herein.
- The Merchant agrees that the Carrier shall be deemed to be a beneficiary of the actual ocean carrier's bill of lading and of all exemptions, limitations of and exonerations from liability therein contained even though the Carrier acts as agent of the Merchant in contracting with the actual ocean carrier for the Carriage of the Goods. Notwithstanding, under no circumstances shall the Carrier be responsible for any damages to an extent greater than the actual ocean carrier or any beneficiaries of its bill of lading.
- No agent or servant of the Carrier or other person or class named in subdivision b) hereof shall have power to waive or vary any of the terms hereof unless such waiver or variation is in writing and is specifically authorized or ratified in writing by an officer or director of the Carrier having actual authority to bind the Carrier to such a waiver or variation.
MERCHANT’S RESPONSIBILITIES/DESCRIPTION OF GOODS
- The description and particulars of the Goods set out on the face hereof and any description, particular or other representation appearing on the Goods, Container or other packages or documents relating thereto are furnished by the Merchant, and the Merchant warrants to the Carrier that the description, particulars and any representation made including, but not limited to, weight, content, measure, quantity, quality, condition, marks, numbers and value are correct.
- The Merchant warrants that it has complied with all applicable laws, regulations and requirements of Customs, Port and other Authorities and shall bear and pay all duties, taxes, fines, imposts, expenses and losses incurred or suffered by reason thereof or by reason of any illegal, incorrect or insufficient marking, numbering, addressing or any other particular relative to the Goods.
- The Merchant further warrants that the Goods are packed in a manner adequate to withstand the ordinary risks of Carriage having regard to their nature and in compliance with all laws, regulations and requirements which may be applicable.
- No Goods which are or may become dangerous, inflammable or damaging or which are or may become liable to damage any property or person whatsoever shall be tendered to the Carrier for Carriage without the Carrier's prior express consent in writing and without the Container or other covering in which the Goods are to be transported being distinctly marked on the outside thereof so as to indicate the nature and character of any such articles and so as to comply with all applicable laws, regulations and requirements. If any such articles are delivered to the Carrier without such written consent and marking or if in the opinion of the Carrier the articles are or are liable to become of a dangerous, inflammable or damaging nature, the same may at any time be destroyed, disposed of, abandoned or rendered harmless without compensation to the Merchant and without prejudice to the Carrier’s rights to Charges.
- The Merchant shall be liable for all loss or damage of any kind whatsoever including, but not limited to, contamination, soiling, detention and demurrage before, during and after the Carriage of property (including but limited to Containers) of the Carrier or any person or vessel (other than the Merchant) caused by the Merchant or any person acting on its behalf or for which the Merchant is otherwise responsible.
- The Merchant and the Goods themselves shall be liable for and shall indemnify the Carrier, and the Carrier shall have a lien on the Goods, for all expenses of mending, repairing, fumigating, repacking, recoopering, baling, reconditioning of the Goods and gathering of loose contents, also for expenses for repairing Containers damaged while in the possession of the Merchant, for demurrage on Containers and any payment, expense, fine, dues, duty, tax, impost, loss, damage or detention sustained or incurred by or levied upon the Carrier, Vessel, Goods, Containers or other packages and for any action or requirement of any government or governmental authority or person purporting to act under the authority thereof, seizure under legal process or attempted seizure, incorrect or insufficient marking, numbering or addressing of Containers or other packages or description of the contents, failure of the Merchant to procure consular, Board of Health or other certificates to accompany the Goods or to comply with laws or regulations or any kind imposed with respect to the Goods by the authorities at any port of place or any act or omission of the Merchant. The Carrier’s lien shall survive delivery and may be enforced by private or public sale and without notice.
- The Merchant shall defend, indemnify and hold harmless the Carrier, any Participating carrier, independent contractor, their agents and servants, against any loss, damage, claim, liability or expense whatsoever arising from any breach of the provisions of this Clause 7, or from any other cause for which the Carrier is not ultimately responsible.
- Goods may be stowed by the Carrier in or on Containers, and may be stowed with other goods. Containers, whether stowed by the Carrier or received fully stowed, may be carried on or under deck without notice, and the Merchant expressly agrees that cargo stowed in a Container and carried on deck is considered for all legal purposes to be cargo stowed under deck. Goods stowed in Containers on deck shall be subject to the legislation referred to in Clause 4. hereof and will contribute in General Average and receive compensation in General Average, as the case may be.
- The Terms and Conditions of this Bill of Lading shall govern the responsibility of the Carrier with respect to the supply of a Container to the Merchant.
- If a Container has been stuffed by or on behalf of the Merchant, the Carrier, any Participating Carrier, all independent contractors and all persons rendering any service whatsoever hereunder shall not be liable for any loss or damage to the Goods, Containers or other packages or to any other goods caused (1) by the manner in which the Container has been stuffed and its contents secured, (2) by the unsuitability of the Goods for carriage in Containers or for the type of Container requested by and furnished to the Merchant, or (3) condition of the Container furnished, which the Merchant acknowledges has been inspected by it or on its behalf before stuffing and sealing.
- The Merchant shall defend, indemnify and hold harmless the Carrier against any loss, damage, claim, liability or expense whatsoever arising from one or more of the matters covered by a), b) and c) above.
CONTAINERS WITH HEATING OR REEFER APPARATUS.
Containers with temperature or atmosphere control apparatus for heating, refrigeration, ventilation or otherwise will not be furnished unless contracted for expressly in writing at time of booking and, when furnished, may entail increased Charges. In the absence of an express request, it shall be conclusively presumed that the use of a dry container is appropriate for the Goods.
Merchant must provide Carrier with desired temperature range in writing at time of booking and insert same on the face side of the Bill of Lading, and where so provided, Carrier is to exercise due diligence to maintain the temperature within a reasonable range while the Containers are in its care, custody and/or control or that of any Participating carrier or independent contractor. The Carrier does not accept any responsibility for the functioning of temperature or atmosphere-controlled Containers not owned or leased by Carrier or for latent defects not discoverable by the exercise of due diligence.
Where the Container is stuffed or partially stuffed by or on behalf of the Merchant, the Merchant warrants that it has properly pre-cooled the Container, that the Goods have been properly stuffed and secured within the Container and that the temperature controls have been properly set prior to delivery of the Container to the Carrier, its agents, servants, or any Participating carrier or independent contractor. The Merchant accepts responsibility for all loss or damage of whatsoever nature resulting from a breach of any of these warranties, including but not limited to other cargo consolidated in the Container with the Merchant's Goods or to any other cargo, property or person damaged or injured as a result thereof, and the Merchant agrees to defend, indemnify and hold the Carrier, Participating carriers and independent contractors, their agents and servants, harmless from and against all claims, suits, proceedings and all other consequences thereof regardless of their nature and merit.
CARRIER’S EQUIPMENT: INDEMNITY
Whenever the Merchant, or an agent, servant, contractor or anyone else acting on its behalf, directly or indirectly, takes possession of or exercises control over a Container and/or any equipment whatsoever owned or leased by, or the use of which is provided to, the Carrier, any Participating Carrier, their agents, servants or independent contractors, the Merchant agrees to defend, indemnify and hold harmless the Carrier, any Participating Carrier, their agents, servants and independent contractors from and against any loss or damage to said Container and equipment, as well as to any third-party property, and for any injury to or death of persons arising out of the use of said Container and equipment.
OPTION OF INSPECTION
The Carrier and any Participating carrier shall be entitled, but under no obligation, to open any Container at any time and to inspect the contents. If it thereupon appears that the contents or any part thereof cannot safely or properly be carried or carried further, either at all or without incurring any additional expense, the Carrier and Participating carrier may abandon the transportation thereof and/or take any measures and/or incur any reasonable additional expenses to continue the Carriage or to store the Goods, which storage shall be deemed to constitute due delivery under this Bill of Lading. The Merchant shall indemnify the Carrier against any reasonable additional Charges so incurred.
Deck cargo (except that carried in Containers on deck) and live animals are received and carried solely at Merchant’s risk (including accident or mortality of animals), and the Carrier will not in any event be liable for any loss or damage for or from which he is exempt, immune or exonerated by applicable law, or from any other cause whatsoever not due to the fault of the Carrier, any warranty of seaworthiness in the premises being hereby waived, and the burden of proving liability in all respects upon the Merchant. Except as may be otherwise provided, such shipments shall be deemed Goods and shall be subject to all Terms and Conditions of this Bill of Lading.
METHODS AND ROUTES OF TRANSPORTATION
With respect to the Goods or Containers or other packages, the Carrier may at any time and without notice to the Merchant:
- use any means of transport (water, land and/or air) or storage whatsoever;
- forward, transship or retain on board or carry on another vessel or conveyance or by any other means of transport than that named on the reverse side hereof;
- carry Goods on or under deck at its option;
- proceed by any route in its sole and absolute discretion and whether the nearest, most direct customary or advertised route or in or out of geographical rotation;
- proceed to or stay at any place whatsoever once or more often and in any order or omit calling at any port, whether scheduled or not;
- store, vanned or devanned, at any place whatsoever, ashore or afloat, in the open or covered;
- proceed with or without pilots;
- carry livestock, contraband, explosives, munitions, warlike stores, dangerous or hazardous goods or goods of any and all kinds;
- drydock or stop at any unscheduled or unadvertised port for bunkers, repairs or for any purpose whatsoever;
- discharge and require the Merchant to take delivery, vanned or devanned;
- comply with any orders, directions or recommendations given by any government or authority or by any person or body acting or purporting to act with the authority of any government or authority or having under the terms of the insurance on the vessel or other conveyance employed by the Carrier the right to give such orders, directions or recommendations.
- take any other steps or precautions as may appear reasonable to the Carrier under the circumstances.
The liberties set out in subdivisions a) through l) may be invoked for any purpose whatsoever even if not connected with the Carriage covered by this Bill of Lading, and any action taken or omitted to be taken, and any delay arising therefrom, shall be deemed to be within the contractual and contemplated Carriage and not be an unreasonable deviation.
In no circumstance whatsoever shall the Carrier be liable for direct, indirect or consequential loss or damage caused by delay.
MATTERS AFFECTING PERFORMANCE
In any situation whatsoever and wheresoever occurring and whether existing or anticipated before commencement of, during or after the Carriage, which in the judgment of the Carrier is likely to give rise to any hindrance, risk, capture, seizure, detention, damage, delay, difficulty or disadvantage or loss to the Carrier or any part of the Goods, or make it unsafe, imprudent, impracticable or unlawful for any reason to receive, keep, load, carry or discharge them or any part of them or commence or continue the Carriage or disembark passengers at the port of Discharge or at the usual or intended place of discharge or delivery, or to give rise to danger, delay or difficulty of whatsoever nature in proceeding by the usual or intended route, the Carrier and any Participating carrier, without notice to the Merchant, may decline to receive, keep, load, carry or discharge the Goods, or may discharge the Goods and may require the Merchant to take delivery and, upon failure to do so, may warehouse them at the risk and expense of the Merchant and Goods or may forward or transship them as provided in this Bill of Lading, or the Carrier may retain the Goods on board until the return of the Vessel to the Port of Loading or to the Port of Discharge or any other point or until such time as the Carrier deems advisable and thereafter discharge them at any place whatsoever. In such event, as herein provided, such shall be at the risk and expense of the Merchant and Goods, and such action shall constitute complete delivery and performance under this contract, and the Carrier shall be free from any further responsibility. For any service rendered as herein above provided or for any delay or expense to the Carrier or Vessel caused as a result thereof, the Carrier shall, in addition to full Charges, be entitled to reasonable extra compensation, and shall have a lien on the Goods for same. Notice of disposition of the Goods shall be sent to the Merchant named in this Bill of Lading within a reasonable time thereafter.
All actions taken by the Carrier hereunder shall be deemed to be within the contractual and contemplated Carriage and not be an unreasonable deviation.
If delivery of the Goods or Containers or other packages or any part thereof is not taken by the Merchant when and where and at such time and place as the Carrier is entitled to have the Merchant take delivery, whether or not the Goods are damaged, they shall be considered to have been delivered to the Merchant, and the Carrier may, at its option, subject to its lien and without notice, elect to have same remain where they are or, if containerized, devanned and sent to a warehouse or other place, always at the risk and expense of the Merchant and Goods.
If the Goods are stowed within a Container owned or leased by the Carrier, the Carrier shall be entitled to devan the contents of any such Container, whereupon the Goods shall be considered to have been delivered to the Merchant, and the Carrier may, at its option, subject to its lien and without notice, elect to have same remain where they are or sent to a warehouse or other place, always at the risk and expense of the Merchant and Goods.
At ports or places where by local law, authorities or custom, the Carrier is required to discharge cargo to lighters or other craft or where it has been so agreed or where wharves are not available which the Vessel can get to, be at, lie at, or leave, always safely afloat, or where conditions prevailing at the time render discharge at a wharf dangerous, imprudent, or likely to delay the Vessel, the Merchant shall promptly furnish lighters or other craft to take delivery alongside the Vessel at the risk and expense of the Goods. If the Merchant fails to provide such lighters or other craft, Carrier, acting solely as agent for the Merchant, may engage such lighters or other craft at the risk and expense of the Merchant and Goods. Discharge of the Goods into such lighters or other craft shall constitute proper delivery, and any further responsibility of Carrier with respect to the Goods shall thereupon terminate.
CHARGES, INCLUDING FREIGHT.
The Charges payable hereunder have been calculated on the basis of particulars furnished by or on behalf of the Merchant. The Carrier shall, at any time, be entitled to inspect, reweigh, remeasure or revalue the contents and, if any of the particulars furnished by the Merchant are found to be incorrect, the Charges shall be adjusted accordingly, and the Merchant shall be responsible to pay the correct Charges and all expenses incurred by the Carrier in checking said particulars or any of them.
Charges shall be deemed earned on acceptance of the Goods or Containers or other packages for shipment by the Carrier and shall be paid by the Merchant in full, without any offset, counterclaim or deduction, cargo and/or vessel or other conveyance lost or not lost, and shall be non-refundable in any event.
The Merchant shall remain responsible for all Charges, regardless whether the Bill of Lading states, in words or symbols, that it is "Prepaid," "To be Prepaid" or "Collect."
In arranging for any services with respect to the Goods, the Carrier shall be considered the exclusive agent of the Merchant for all purposes, and any payment of Charges to other than the Carrier shall not, in any event, be considered payment to the Carrier.
The Merchant shall defend, indemnify and hold the Carrier, any Participating carrier, independent contractor, their agents and servants, harmless from and against all liability, loss, damage and expense which may be sustained or incurred relative to the above.
The Carrier shall have a general and continuing lien on the Goods, inclusive of any Container owned or leased by the Merchant, and all equipment and appurtenances thereto, as well as on any Charges due any person, and on any documents relating thereto, which lien shall survive delivery, for all sums due under this contract or any other contract or undertaking to which the Merchant was party or otherwise involved, including, but not limited to, General Average contributions, salvage and the cost of recovering such sums, inclusive of attorneys’ fees. Such lien may be enforced by the Carrier by public or private sale at the expense of and without notice to the Merchant.
The Merchant agrees to defend, indemnify and hold the Carrier, any Participating carrier, independent contractor, their agents and servants, harmless from and against all liability, loss, damage or expense which may be sustained or incurred by the Carrier relative to the above and the Merchant agrees to submit to the jurisdiction of any court, tribunal or other body before whom the Carrier may be brought, whether said proceeding is of a civil or criminal nature.
It is agreed that superficial rust, oxidation or any like condition due to moisture is not a condition of damage but is inherent to the nature of the Goods. Acknowledgement of receipt of the Goods in apparent good order and condition is not a representation that such conditions of rust, oxidation or the like did not exist on receipt.
- If General Average is declared, it shall be adjusted according to the York/Antwerp Rules of 1994 and all subsequent amendments thereto from time to time made, at any place at the option of any person entitled to declare General Average, and the Amended Jason Clause as approved by BIMCO is to be considered as incorporated herein, and the Merchant shall provide such security as may be required in this connection.
- Notwithstanding a) above, the Merchant shall defend, indemnify and hold harmless the Carrier and any Participating carrier, their agents and servants, in respect of any claim (and any expense arising therefrom) of a General Average nature which may be made against the Carrier and/or any Participating carrier and shall provide such security as may be required by the Carrier in this connection.
- Neither the Carrier or any Participating carrier shall be under any obligation to take any steps whatsoever to post security for General Average or to collect security for General Average contributions due to the Merchant.
LIMITATION OF LIABILITY
Except as otherwise provided in this Clause or elsewhere in this Bill of Lading, in case of any loss or damage to or in connection with cargo exceeding in actual value the equivalent of $500 lawful money of the United States, per package, or in case of cargo not shipped in packages, per shipping unit, the value of the cargo shall be deemed to be $500 per package or per shipping unit. The Carrier’s liability, if any, shall be determined on the basis of a value of $500 per package or per shipping unit or pro rata in case of partial loss or damage, unless the nature of the cargo and valuation higher than $500 per package or per shipping unit shall have been declared by the Merchant before shipment and inserted in this Bill of Lading, and extra freight paid if required. In such case, the actual value of the cargo per package or per shipping unit shall exceed such declared value, the value shall nevertheless be deemed to be declared value and the Carrier’s liability, if any, shall not exceed the declared value.
The words "shipping unit" shall mean each physical unit (e.g., container, bundle, pallet, etc.) or piece of cargo not shipped in a package, including articles or things of any description whatsoever, except cargo shipped in bulk, and irrespective of the weight or measurement unit employed in calculating freight and related charges.
As to cargo shipped in bulk, the limitation applicable thereto shall be the limitation provided in Section 1304(5) of COGSA, or such other legislation, convention or law as may be compulsorily applicable, and in no event shall anything herein be construed as a waiver of limitation as to cargo shipped in bulk.
Where a Container is not stuffed by or on behalf of the Carrier or the parties characterize the Container as a package or a lump sum freight is assessed, in any of these events, each individual such Container, including in each instance its contents, shall be deemed a single package and Carrier's liability limited to $500 with respect to each such package, except as otherwise provided in this Clause or elsewhere in this Bill of Lading with respect to each such package. In the event this provision should be held invalid during that period in which compulsory legislation shall apply of its own force and effect, such as during the tackle-to-tackle period, it shall nevertheless apply during all non-compulsory periods such as, but not limited to, all periods prior to loading and subsequent to discharge from the Vessel and during the entire time for which the Carrier remains responsible for the Goods.
Where compulsorily applicable legislation provides a limitation less than $500 per package or shipping unit, such lesser limitation shall apply and nothing herein contained shall be construed as a waiver of a limitation less than $500.
Further, where a lesser monetary limitation is applicable, such as during handling by a Participating carrier or independent contractor and damage occurs during its or their period of care, custody, control and/or responsibility, the Carrier shall be entitled to avail itself of such lesser limitation.
NOTICE OF CLAIM: TIME FOR SUIT
As to any loss or damage presumed to have occurred during the Carrier’s period of responsibility, the Carrier must be notified in writing of any such loss or damage or claim before or at the time of discharge/removal of the Goods by the Merchant or, if the loss or damage is not then apparent, within 3 consecutive days after discharge/delivery or the date when the Goods should have been discharged/delivered. If not so notified, discharge, removal or delivery, depending upon the law applicable, shall be prima facie evidence of discharge/delivery in good order by the Carrier of such Goods.
In any event, the Carrier shall be discharged from all liability of whatsoever nature unless suit is brought within 1 year after delivery of the Goods or the date when the Goods should have been delivered, provided however, that if any claim should arise during a part of the transport which is subject by applicable law and/or tariff and/or contract to a shorter period for notice of claim or commencement of suit, any liability whatsoever of the Carrier shall cease unless proper claim is made in writing and suit is brought within such shorter period.
Suit shall not be deemed "brought" unless jurisdiction shall have been obtained over the Carrier by service of process or by an agreement to appear. In the event this provision should be held invalid during that period in which compulsory legislation shall apply of its own force and effect, such as during the tackle-to-tackle period, it shall nevertheless apply during all non-compulsory periods during which the Carrier remains responsible for the Goods.
All disputes of whatsoever nature under or in connection with this Bill of Lading shall be determined by the Orange County Courthouse, Orlando, Florida to the exclusion of any other court PROVIDED ALWAYS that the Carrier may in its absolute and sole discretion invoke or voluntarily submit to the jurisdiction of any other court which, but for the terms of this Bill of Lading, could properly assume jurisdiction to hear and determine such disputes, but such shall not constitute a waiver of the terms of this provision in any other instance.
NON-WAIVER AND SEPARABILITY
Nothing in this Bill of Lading shall operate to deprive the Carrier of any statutory protection or any defense, immunity, exemption, limitation of or exoneration from liability contained in the laws of the United States, or of any other country whose laws may be compulsorily applicable. The Terms and Conditions of this Bill of Lading (including all the terms and conditions of the carrier's applicable tariff or tariffs, incorporated herein by virtue of Clause 2. above) shall be separable, and if any part or term hereof shall be held invalid, such holding shall not affect the validity or enforceability of any other part or term hereof.
General Terms & Conditions
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.
- Definitions. (a) "Company" shall mean The Roll On Roll Off Company LLC, its subsidiaries, successors or assigns, related companies, including, without limitation, The Roll On Roll Off Company LLC, other authorized agents and/or representatives. (b) "Customer" shall mean the person for which the Company is rendering service, as well as its agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, 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. (c) "CBP" or "Customs" shall mean U.S. Customs and Border Protection. (d) "Documentation" shall mean all information received directly or indirectly from Customer, whether in paper or electronic form. (e) Ocean Transportation Intermediaries" ("OTI") shall mean an "ocean freight forwarder" and a "non-vessel operating common carrier". (f) "Third parties" shall include, but not be limited to, the following: "carriers, truck men, cart men, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise".
- Company as Agent. The Company acts as the "agent" of the Customer for the purpose of performing duties in connection with importer security filing services, the entry and release of goods, post entry services, the securing of export licenses, the filing of export documentation on behalf of the Customer and other dealings with Government Agencies; as to all other services, Company acts as an independent contractor.
- Limitation of Actions. (a) Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual loss, must be made in writing and received by the Company, within ninety (90) 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. (b) 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 those claims arising from 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 seventy five (75) days from the date of liquidation of the entry(s); (iv) For claims arising out of the preparation and/or submission of an importer security filing, within one (1) year from the date of loss; (v) For any and all other claims of any other type, within two (2) years from the date of the loss.
- No Liability for the Selection of 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. Company has no liability for performance of third party services recommended to Customer by Company.
- 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.
- Reliance on Information Furnished. (a) Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with U.S. Customs and 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 filed on Customer’s behalf; (b)In preparing and submitting importer security filings, Customs entries, export declarations, applications, documentation and/or export data to the United States and/or a third party, the Company relies on the correctness and completeness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure the correctness and completeness 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 any incorrect, incomplete or false statement 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 submit an importer security filing, import, export or enter the goods.
- 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 specific written instructions from the Customer, which must agree to pay any charges therefor; 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.
- Insurance. Unless requested to do so in writing in sufficient time prior to shipment from point of origin and confirmed to Customer in writing, Company is under no obligation to procure insurance on Customer's behalf. The Company does not undertake or warrant that such insurance can or will be placed. Unless the Customer has its own open marine policy and instructs the Company to effect insurance under such policy, insurance is to be effected with one or more insurance companies or other underwriters to be selected by the Company. Any insurance placed shall be governed by the certificate or policy issued and will only be effective when accepted by such insurance companies or underwriters. In all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance.Should an insurer dispute its liability for any reason, the insured shall have recourse against the insurer only and the Company shall not be under any responsibility or liability in relation thereto, notwithstanding that the premium upon the policy may not be at the same rates as that charged or paid to the Company by the Customer or that the shipment was insured under a policy in the name of the Company. If for any reason the goods are held in warehouse, or elsewhere, the same will not be covered by insurance, unless the Company receives specific written instructions from the Customer and the Company confirms in writing. Unless specifically agreed in writing,the Company assumes no responsibility to effect insurance on any export or import shipment with respect to which Company is not providing services to Customer.
- Disclaimers; Limitation of Liability. (a) Except as specifically set forth herein,Company makes no express or implied warranties in connection with its services; (b)Subject to (d) below, Customer agrees that in connection with any and all services performed by the Company, the Company shall only be liable for its negligent acts that are the direct and proximate cause of any injury to Customer, including loss or damage to Customer’s goods, and the Company shall in no event be liable for the acts of third parties; (c) 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 therefore, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s); (d) 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, including any and all loss or damages arising from delay of services.
- Advancing Money. All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to customer; the granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by the Company.
- Indemnification/Hold Harmless. The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability arising from the importation or exportation of Customer’s merchandise and/or any conduct of the Customer that 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 and/or expenses, including but not limited to reasonable attorney's fees that the Company may hereafter incur, suffer or be required to pay by reason of such claims, including any claims by any Third party for freight or other charges, duties, fines, penalties, liquidated damages or other money due arising from services provided to or on behalf of the Customer. The confiscation or detention of the goods by any governmental authority shall not affect or diminish the liability of the Customer to the Company to pay all charges or other money due promptly on demand. 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.
- C.O.D. or Cash Collect Shipments. Company shall use reasonable care regarding written instructions relating to "Cash/Collect" or "Deliver (C.O.D.)" shipments, bank drafts, cashiers’ and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall have no liability if the bank or consignee or other recipient refuses to pay for the shipment. All payment documents tendered in payment of C.O.D.s will be accepted based solely upon the Customer’s assuming all risk relating thereto including, but not limited to,risk of non-payment, insufficient funds and forgery, and the Company shall not be liable upon any such instrument. The Company will not be responsible for any delay in remittance lost in exchange or during transmission or while in the course of collection.≈
- Costs of Collection. In any dispute involving monies owed to Company, the Company shall be entitled to all costs of collection, including reasonable attorney's fees and the lesser of (i) a late payment fee of 1.5% per month of the outstanding balance due or (ii) the highest rate permitted by applicable law.
- General Lien and Right to Sell Customer's Property. (a) 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 relating to the shipment on which the lien is claimed and/or any prior shipments; (b) 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 ongoing 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. (c) 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.
- 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 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 by Statute(s) and/or Regulation(s), but not act as a "record keeper" or "record keeping agent" for Customer.
- 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- importer security filing services or Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.
- 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 use the weight supplied by Customer.
- No Modification or Amendment Unless Written. These terms and conditions of service may only be modified, altered or amended in writing signed by both Customer and Company; any attempt to unilaterally modify, alter or amend same shall be null and void.
- Compensation of Company. 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, dividends, or other revenue received by the Company from carriers, insurers and other in connection with the shipment. On ocean exports, and 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 the monies due the Company, upon recovery by the Company, the Customer shall pay the expenses of collection and/or litigation, including reasonable attorneys’ fees.
- Severability. In the event any Paragraph and/or portion of these Terms and Conditions is found to be invalid and/or unenforceable, then in such event the remainder thereof shall remain in full force and effect.
- Governing Law; Consent to Jurisdiction and Venue. These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of Florida, without giving consideration to conflict of law principles. Customer and Company (a) irrevocably consent to the jurisdiction of the United States District Court and the State courts of Florida; (b) agree that any action relating to the services performed by Company, shall only be brought in said courts;(c) consent to the exercise of in personam jurisdiction by said courts over it, and (d)further agree that any action to enforce a judgment may be instituted in any jurisdiction.
Software Terms & Conditions
These Terms and Conditions govern the use of The Roll On Roll Off Company LLC's (The RORO Company) Software and applications.
1.1 Application Data: shall mean any data associated with or related to the Application Services provided by The RORO Company to Customer (excluding any User Content or any other data managed by The RORO Company on behalf of other customers or with other services or offerings not included in the Application Services) including but not limited to ports, carriers, tariffs cargo manifests, invoices, price quotes to customers and the metadata surrounding the price quotes (weight, volume, geolocations, ports etc.). Notwithstanding anything to the contrary herein, all Application Data shall be considered Confidential Information of The RORO Company.
1.2 Application Services: shall mean the services included in, but not limited to the website www.roro.com, made available to Customer or partners via the Internet and/or other electronic means and any Software and Application Data provided by The RORO Company in connection with such services.
1.3 User Content: shall mean all content, data and materials selected and provided by Customer and its Users to The RORO Company in electronic or hard copy formats and entered by Customer into the Application Services or Software. Notwithstanding anything to the contrary herein, all specific User Content shall be considered Confidential Information of Customer.
1.4 Platform: www.roro.com, as part of the Services provided Customer will get access to www.roro.com to communicate with The RORO Company regarding ongoing shipments, retrieve all data associated with these shipments and book freight services.
1.5 User Proposals/ Feedback: any suggestions, comments, or other feedback that Customer provides to The RORO Company with respect to the website, the Services, or any other The RORO Company product or service.
1.6 Confidential Information: shall mean, with respect to a Party hereto, (a) the terms and conditions or any other agreement executed between the parties, (b) all nonpublic information concerning the business, technology, products, services, internal structure and strategies of the disclosing Party, specifically including, without limitation, Software, Documentation, end-user materials, Intellectual Property Rights, proposals, designs, concepts, methodologies, inventions, source or object code, developments, research, programs, databases, referral sources, customers, prospective customers, inventions, developments, "know-how," procedures, financial information or licensing policies and (c) any other information clearly labeled by the disclosing party in writing as "confidential" prior to its disclosure, otherwise deemed as Confidential Information under this Agreement, or which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment under the circumstances. The following information will not be considered Confidential Information: (i) information which was in the public domain prior to its disclosure; (ii) information which becomes part of the public domain by any means other than through violation of this Agreement; (iii) information independently developed by the receiving Party without reference to the disclosing Party's Confidential Information, or (iv) information received from a third party not under any obligations of confidentiality.
2.1 Terms: These Terms and Conditions apply to the features and functions provided by The Roll On Roll Off Company LLC to access the API that may be used to access the Services. By accessing and using the websites or Services, Customer agrees to be bound by these Terms. These Terms come into effect on the first day the Customer uses the website or any of the Services.
2.2 Registration: In order to use many aspects of the Services, you must first complete the The RORO Company registration process via the website. Customer agrees: (a) to provide accurate, current and complete information about the company and customer's position within that company as part of the registration process ("Registration Data"); (b) to maintain the security of Customer's password(s); (c) to maintain and promptly update the Registration Data, and any other information provided to The RORO Company, and to keep it accurate, current and complete; (d) that you are responsible for maintaining the security of your account and safeguarding your password(s), and (e) that you will be fully responsible for any activities or transactions that take place using your account(s) or password(s), even if you were not aware of them.
2.3 Access to Platform: Subject to the Terms and Conditions and on the registration criteria, The RORO Company hereby grants to Customer exclusive, non-transferable revocable right to: (i) access and use the Services, the logistical Platform Core and its associated documentation, solely for Customer's own internal business purposes when arranging logistical services offered by The RORO Company; and (ii) access and use any data or reports that we provide or make available to you as part of your access and use of the Services solely in conjunction with your use of the Services.
2.4 Duration: Customer will be able the use to the Platform and the Services for the period it uses The RORO Company's freight services.
2.5 Users: Each User account is valid for one User only and may not be shared concurrently or otherwise by or among multiple Users. Customer may harvest and/or reassign User accounts to new Users within its organization. Users of the Platform are limited solely to Customer's employees.2.6 Use Limitations: Modification, reverse engineering, reverse compiling, disassembly of or creation of derivative works incorporating the Platform, or any portion or component thereof is expressly prohibited. Except as expressly authorized by these Terms and Conditions, Customer and its Users shall not unbundle, sublicense, assign, transfer, display, distribute, rent, resell or lease the Application Services or any portion or component thereof to any third party. Furthermore the Customer may not (a) use the website or the Services to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions; (b) build a competitive product or service, or copy any features or functions of the website or the Services (including, without limitation, the look-and-feel of the website or the Services); (c) interfere with or disrupt the integrity or performance of the website or the Services; (d) disclose to any third party any performance information or analysis relating to the website or the Services; (e) remove, alter or obscure any proprietary notices in or on the website or the Services, including copyright notices; (f) use the website or the Services or any product thereof for any illegal or unauthorized purpose, or in a manner which violates any laws or regulations in your jurisdiction; (g) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms that make up the Services or any software, documentation, or data relating to the Services, except to the limited extent that applicable law prohibits such a restriction; or (h) cause or permit any third party to do any of the foregoing.
2.7 Right to terminate usage: If the Customer renders the Platform unusable it may terminate usage at any given time, however this will not require The RORO Company to continue offering freight services.
2.8 Access after termination of the services: Customer is granted access to the Platform at least one year after the last shipment has been completed in the event the Customer chooses to cease using The RORO Company's freight services.
2.9 Third-party vendors: Customer understands that The RORO Company uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the Services, and customer agrees that The RORO Company is not and will not be liable or responsible for the acts or omissions of such third-party vendors or hosting partners.
2.10 Electronic communication: By using the Software and Services the Customer consents to receiving electronic communication from The RORO Company for both logistical and marketing purposes.
USER CONTENT AND OWNERSHIP
3.2 The RORO Company will only disclose User Content to its employees, contractors, and affiliated organizations that (i) need to know that information in order to process it on The RORO Company's behalf or to provide the Services, and (ii) that have agreed not to disclose it to others and with whom we have contracts in place governing our relationship. Other than to its employees, contractors, and affiliated organizations, as described above, The RORO Company discloses User Content only when required to do so by law, or when The RORO Company believes in good faith that disclosure is reasonably necessary to protect the property or rights of The RORO Company, third parties, or the public at large.
3.3 The RORO Company does not claim any ownership rights in any such User Content and nothing in the Terms and Conditions will be deemed to restrict any rights that Customer may have to use and exploit Customer's User Content. Customer is aware that Customer is solely responsible for all User Content that Customer makes available through the Platform and that that data abides by the various Privacy Laws. The RORO Company does not have any obligation to review or scan any User Content for any purpose, including without limitation for measuring quality, filtering content, or detecting the presence of malware. The RORO Company makes no representations regarding the compliance of any User Content with any applicable laws or regulations.
3.4 By submitting or uploading User Content to the Platform, Customer grants The RORO Company a worldwide, royalty-free, and non-exclusive license (i) to use, reproduce, modify, adapt and publish that User Content for the purpose of providing the Services to you; and (ii) to create aggregations and summaries of the User Content or portions thereof and to use, disclose, and distribute such aggregations publicly to any third party in support of our business (both during the period that these Terms are in effect, and thereafter), provided that such aggregations and summaries do not directly or indirectly identify the Customer or their User Content.
3.5 Notwithstanding the foregoing, Customer may also disclose to us certain User Content, including without limitation feedback and comments. By submitting feedback and comments to The RORO Company, Customer hereby grants to The RORO Company a royalty-free, irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to use, copy, adapt, modify, sublicense, transmit, distribute, display, sell, transfer, incorporate into The RORO Company's products or services, create derivative works from, or otherwise exploit any such feedback and comments without any compensation to Customer.
3.6 In the event Customer requests from The RORO Company to remove their User Content The RORO Company will do so taking into account its administrative obligations under law. The retention period for custom information and associated documentation in the US is 5 years.
INTELLECTUAL PROPERTY & TRADEMARK
4.1 The RORO Company owns all rights, title and interest in and to the website and the Services, and all Intellectual Property Rights therein. The look and feel of the website and the Services, including any custom graphics, button icons, and scripts are also the property of The RORO Company, and Customer may not copy, imitate, or use them, in whole or in part, without The RORO Company's prior written consent. The RORO Company reserves all rights not expressly granted to Customer in these Terms, and The RORO Company does not grant any licenses to Customer or to any other party under these Terms, whether by implication, estoppel or otherwise, except as expressly set forth herein.
4.2 Customer acknowledges and agrees that any The RORO Company names, trademarks, service marks, logos, trade dress, or other branding included on the website or as part of the Services are owned by The RORO Company and may not be copied, imitated, or used (in whole or in part) without The RORO Company's prior written consent. All other trademarks, names, or logos referenced on the website or the Services "Third-Party Trademarks" are the property of their respective owners, and the use of such Third-Party Trademarks inure to the benefit of their respective owners.SERVICE GUARANTEES
5.1 Availability: The RORO Company will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for planned downtime and unforeseen circumstances as mentioned in 6.2.
5.2 Defects: The RORO Company represents and warrants that, to its knowledge, the Platform is free from any material Defects. In the event of discovery of any Defect, Customer agrees to provide The RORO Company with sufficient detail to allow The RORO Company to verify and reproduce the error, and The RORO Company shall use commercially reasonable diligence to endeavor correct such Defect.
5.3 Prevention: With the use of multiple data centers The RORO Company ensures to minimize the risk of full server outage. Furthermore, regular backups are made to prevent data loss.
5.4 Continuity of service: In event of a software system failure The RORO Company will ensure that the freight services offered will be executed by the operational team regardless of any limitations this may entail. Continuity of the services will be safeguarded as usage of the Platform is not mandatory to fulfill its logistical obligations.
5.5 Security: The RORO Company will implement and maintain appropriate technical and organizational measures to protect User Content and its Software against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access ("Security Measures"). These Security Measures will have regard to the state of the art, the costs of implementation and nature, scope, context and purposes of the processing off data, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.
LIMITATIONS ON SERVICES
6.1 Condition of Software: The Platform is offered "as is". As such The RORO Company will not enter into quantified KPI's on uptime, availability, security etc. The RORO Company is open to improvement suggestions but will make improvements as it deems fit.
6.2 Accessibility: Customer understands and agrees that from time to time the platform may be inaccessible or inoperable during normal business hours in the event of periodic maintenance procedures or repairs which The RORO Company deems necessary and may undertake. The RORO Company will not be liable for failure to provide access to the platform due to any emergency maintenance, any catastrophic system failure at The RORO Company, any failures of Customer's equipment or systems, or due to other acts outside the control of The RORO Company.
The Services, The RORO Company Software and the Documentation may be subject to export laws and regulations of the United States and other jurisdictions, and any use or transfer of the Services, The RORO Company Software and Documentation must be permitted under these laws and regulations. Each party represents that it is not named on any U.S. government or EU denied-party list. Customer shall not enable use of the Services in a U.S. or EU-embargoed country (currently Cuba, Iran, North Korea, Sudan, Crimea -- Region of Ukraine, Libya or Syria) or in violation of any U.S. and EU export law or regulation.
CUSTOMER ACKNOWLEDGES THAT THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND THAT YOUR USE OF THE WEBSITE AND THE SERVICES IS AT YOUR SOLE RISK. THE RORO COMPANY DOES NOT WARRANT: (I) THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THAT THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT CUSTOMER OBTAINS THROUGH THE WEBSITE OR THE SERVICES WILL MEET CUSTOMER'S EXPECTATIONS, OR (V) THAT ANY ERRORS IN THE WEBSITE OR THE SERVICES WILL BE CORRECTED. THE RORO COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9.1 Non-Infringement: The RORO Company warrants that The RORO Company owns the Software and any software included in the Platform, including all associated Intellectual Property Rights, or otherwise has the right to grant Customer the rights for usage. The RORO Company warrants that, to its knowledge, the Platform does not infringe any valid and issued U.S. patents, copyrights, trademarks, trade secrets, or other proprietary rights of any third parties.
INDEMNIFICATION OF INTELLECTUAL PROPERTY
10.1 Indemnification by The RORO Company: The RORO Company shall defend, indemnify and hold harmless Customer and its officers, directors, employees, agents and representatives from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any third party alleging infringement by the Platform of any valid and issued U.S. patent, copyright, trademark or trade secret of such third party.
10.2 Indemnification by Customer: To the fullest extent possible by applicable laws Customer shall defend, indemnify and hold harmless The RORO Company and its subsidiaries, officers, employees, agents and representatives from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any third party arising out of or relating to: (a) these Terms & Conditions or Customer's representations, warranties or obligations hereunder; (b) Customer's and its Users' use of the Platform, including any User Content or data; (c) any unacceptable use of the Platform by Customer or its Users or through its Users' accounts, including, without limitation, any User Content or any statement, data or content made, transmitted or republished by Customer or its Users which is prohibited under applicable law or by these Terms and Conditions; (d) any intentional or negligent act or omission of Customer or its Users; or (e) Customer's or its Users' violation of any third party rights, including, without limitation, any intellectual property or privacy right.
LIMITATION OF LIABILITY
In no event will The RORO Company be liable to Customer or to any third party for any loss of profits, loss of use, loss of revenue, loss of goodwill, interruption of business, loss of data, or any indirect, special, incidental, exemplary, punitive or consequential damages of any kind arising out of, or in connection with these terms or Customer's use (or inability to use) any part of the website or the services, whether in contract, tort, strict liability or otherwise, even if we have been advised or are otherwise aware of the possibility of such damages.
CHANGES TO TERMS AND CONDITIONS
12.1 The RORO Company reserves the right to change or modify these Terms, or any of our other policies or guidelines, at any time. We will be posting the revised Terms on the Site and revising the date at the top of these Terms. Any changes or modifications will be effective from the day these Terms have been publicized. You acknowledge that your continued use of the Site or any of the Services following such notice constitutes your acceptance of the modified Terms.
12.2 The RORO Company reserves the right -- at any time, and without notice or liability to you -- to modify the Site or the Services, or any part of them, temporarily or permanently. We may modify the Services for a variety of reasons, including, without limitation, for the purpose of providing new features, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.
These Terms shall be governed by and construed in accordance with the controlling laws of the United States of America and the State of Florida,The Federal and state courts within Orlando Florida shall have exclusive jurisdiction to adjudicate any dispute arising out of these Terms. Each party hereto expressly consents to the personal jurisdiction of, and venue in, such courts and service of process being effected upon it by registered mail sent to the Legal Notice address provided by such party under these Terms. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to these Terms nor to any dispute or transaction arising out of these Terms.
The Roll On Roll Off Company LLC
DBA The RORO Company