Terms and Conditions of Service

These terms and conditions of service constitute a legally binding contract between Imperial CFS, Inc. (“Imperial”) and the “Customer.” In the event Imperial 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 to the extent inconsistent with the terms and conditions set forth herein.

These Terms and Conditions of Service are subject to change by Imperial from time to time upon posting on Imperial’s website. The most current and controlling version of the Standard Terms and Conditions of Service is published at www.imperialcfs.com.

In tendering a shipment to Imperial or otherwise engaging the services of Imperial in any other fashion, the “Customer” agrees that these Terms and Conditions of Service apply to that shipment, transaction, or those services and supersede any alleged or asserted oral agreement, promise, representation, or understanding between the “Parties.”

1. Definitions

a. “Warehouseman,” “Warehouse Company,” “Company,” and “Imperial” refers to Imperial CFS Inc., its subsidiaries, related companies, agents, subcontractors, and representatives.
b. “Customer” means the shipper, consignor, consignee, depositor owner of the Goods or its agents, and/or any entity that deposits Goods at Imperial’s warehouse and/or hires Imperial for services related to the transportation, or handling of the Goods.
c. “Goods” means the merchandise, cargo, or freight tendered by the Customer for transportation, fulfillment services, handling or other services provided by Imperial.
d. “Services” means all services agreed or implied to be handled by Imperial including, but not limited to, warehousing, handling, consolidation, deconsolidation, transloading, labeling, packing, drayage, and/or cross-docking.
e. “Warehouse” means any warehouse facility of Imperial whether owned, rented, or otherwise made available to Imperial, including but not limited to any yard area.

2. Acceptance

a. The incorporation of these Terms and Conditions of Service into any agreement between Customer and Imperial, or the act of tendering Goods described herein for services by Imperial, shall constitute acceptance by Customer of the terms and conditions set forth herein.
b. Any Goods accepted by Imperial shall constitute Goods under these Terms and Conditions of Service.
c. Imperial may refuse to accept any Goods. If Imperial accepts Goods, the Customer agrees to rates and charges as may be assigned and invoiced by Imperial and to all terms of these Terms and Conditions of Service.
d. Imperial may store the Goods anywhere on Imperial’s premises.
e. Imperial will determine the method, details, and means of performing any services provided under these Terms and Conditions of Service, unless clear and explicit written instructions to the contrary are given by the Customer and accepted by Imperial in writing.
f. Imperial shall not be liable for any claim incurred as a result of its compliance with Customer’s instructions.
g. Imperial shall have no recordkeeping obligation to Customer and shall only keep records required by applicable law.

3. Customer’s Obligations

a. Customer shall not identify Imperial as the consignee for any Goods under any bill of lading, waybill, air waybill, or other contract of carriage.
- i. If, in violation of these Terms and Conditions of Service, goods are shipped to Imperial as named consignee, Customer agrees to notify the carrier in writing prior to the shipment, with copy to Imperial, that Imperial named as consignee is a warehouse and has no beneficial title or interest in such Goods. Furthermore, Imperial shall have the right to refuse such Goods and will not be held liable for any loss, mis-consignment, injury, or damage of any nature to, or related to, such Goods.
- ii. The Parties further agree that under no circumstances shall Imperial be considered the consignee for purposes of identifying the “importer” under 21 U.S.C. 384.a. Further, regardless of whether Imperial is named as an “agent” for purposes of 21 U.S.C. 350d or receives notification from the U.S. government with respect to confirmation of Imperial’s status as “agent” under 21 U.S.C. 350d, under no circumstances shall Imperial be an agent for purposes of identifying the “importer”. Imperial shall not be responsible for complying with or performing the duties required of an “importer” under 21 U.S.C. 384a.
- iii. Whether Imperial accepts or refuses Goods shipped in violation of this provision, Customer agrees to indemnify and hold Imperial harmless for all claims for unpaid transportation charges, including undercharges, demurrage, detention, or charges of any nature, in connection with these Goods.
b. Customer shall not list any Imperial address as a return address or e-commerce store.
c. Unless agreed to in advance by Imperial in writing, Imperial is not responsible for any shipping charges or ancillary charges in connection with the transportation of Customer’s Goods, and any Incoterms or relevant contractual terms must not indicate that Imperial is responsible for such payment. No Customer may bill shipping or ancillary charges to Imperial. If Imperial receives an invoice indicating that Customer billed transportation costs of the Goods to Imperial in violation of this provision, Customer will incur an administrative fee of $50.00 and customer shall assist Imperial in removing Imperial as a billing party.
d. Customer represents and warrants that all Goods deposited with Imperial are property marked and packaged for handling. Imperial is not a guarantor of the condition of such Goods under any circumstances, including, but not limited to, hidden, concealed, or latent defects in the Goods. Concealed shortages, damage, inherent vice or tampering will not be the responsibility of Imperial.
e. Customer represents and warrants that it has the right to lawful possession of the Goods and the authority to bind all parties with interest in the Goods. The Customer agrees to indemnify and hold harmless Imperial from all loss, cost, and expense, including reasonable attorneys’ fees, that Imperial pays or incurs as a result of any dispute or litigation, whether instituted by Imperial or others, respecting Customer’s right, title, or interest in the Goods.
f. Customer further represents and warrants that it has complied with all applicable data and privacy rules and has the authority to grant use of data to Imperial that is necessary for performing Services.
g. Customer agrees that Imperial may open and inspect any Goods tendered to it, in compliance with Customs and Border Protection (CBP) Regulations.
h. Customer shall provide Imperial with information concerning the Goods which is accurate, complete, and sufficient to allow Imperial to comply with all laws and regulations concerning the storage, handling, and transporting of the Goods. Customer will indemnify and hold Imperial harmless from all loss, cost, penalty, fine, and expense, including reasonable attorneys’ fees, that Imperial pays or incurs as a result of Customer’s failing to fully discharge this obligation. Customer is solely responsible for properly classifying the Goods, obtaining any required licenses or permits for the transport of the Goods, filing all required documentation with any Governmental agencies, and for providing weight information such that Imperial can rely upon such information for meeting any requirements under the Safety of Life at Sea Convention or any carrier requirements.
i. Customer shall provide Imperial with information concerning the Goods which is accurate, complete, and sufficient to allow Imperial to comply with applicable all laws and regulations concerning the storage, handling, and transporting of the Goods. Customer will indemnify and hold Imperial harmless from all loss, cost, penalty, fine, and expense, including reasonable attorneys’ fees, that Imperial pays or incurs as a result of Customer failing to fully discharge this obligation.
j. Customer agrees that it is solely responsible for fulfilling and complying with any import or export requirements.

4. Charges

a. Charges are listed at www.imperialcfs.com, or as agreed upon in writing by the Parties.

5. Transfer and Removal of Goods

a. Instructions to transfer Goods to Imperial are not effective until delivered to and accepted by Imperial, and all charges up to the time transfer is made are chargeable to the Customer. If a transfer involves rehandling of the Goods, such rehandling will be subject to a charge.
b. Imperial reserves the right to move, at its own expense, any Goods in storage within a Warehouse to any other Warehouse (as defined in section 1, above).
c. Imperial may, upon written notice to the Customer and any other person known by Imperial to claim ownership in the Goods, require the removal of any Goods. Such notice shall be given to the last known place of business of the person to be notified. If Goods are not removed before the end of the notice period, which shall be at least 30 days, Imperial may sell the Goods.
d. If Goods are tendered to the Warehouse without identifying documentation such that Imperial cannot determine the Customer or the contact information of the Customer, then Imperial will consider the Goods abandoned and title to the Goods shall pass immediately to Imperial. Imperial may then dispose of or sell such Goods and retain all proceeds. If Customer later identifies itself to Imperial, Customer shall have no claim in connection with the Goods or any proceeds derived from their sale.
e. If, as a result of a quality or condition of the Goods of which Imperial had no notice at the time of deposit or if the Goods have deteriorated, and the Goods are a hazard to other property or to the Warehouse or to any persons in Imperial’s sole opinion, Imperial may sell the Goods at public or private sale without advertisement or reasonable notification to all persons known to claim an interest in the Goods. If Imperial after a reasonable effort is unable to sell the Goods, Imperial may dispose of the Goods in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale, or return of the Goods, Imperial may remove the Goods from the Warehouse and shall incur no liability by reason of such removal.
f. Goods must be picked up once the driver checks in and Imperial’s Pickup Order is issued. It is the driver’s responsibility to notify the pick-up window if they cannot take the Goods. Failure to notify the pick-up window will result in additional charges and delay the release of the Goods. Customer accepts full responsibility for verification of piece counts, marks/numbers, and exceptions.
g. Any company picking up “leave on” container from Imperial must return the container to the specified pier and is responsible for any detention, chassis rental, or damage to the equipment after being picked up.
h. If Customer requires assistance from Imperial’s forklift during pick up of the Goods, Customer agrees to waive, release, discharge and fully indemnify Imperial against any consequences, responsibility, or liability that results from damages to the Goods, truck, vehicle, or other equipment, or injury to any person.

6. Lien

a. Imperial claims a lien for all lawful charges for storage and preservation of the Goods and/or equipment; also, for money advanced, interest, insurance, transportation, labor, forwarding, weighing coopering, and other charges and expenses in relation to such Goods. Imperial also claims a lien under maritime law, if applicable. Imperial reserves the right to exercise its lien rights under the terms of any applicable law and/or agreement between the Customer and Imperial.
b. Imperial further claims a general warehouse lien for all such charges, advances, and expenses with respect to any other Goods stored by the Customer in any other Warehouse (as defined in section 1, above).
c. In order to protect its lien, Imperial reserves the right to require advance payment of all past, present, and future charges prior to removal of the Goods from the Warehouse.
d. Customer agrees to execute any and all documents reasonably requested by Imperial for the perfection of such security interest lien and will not grant any lien to any third party on any Goods without the prior written consent of Imperial, which will not be unreasonably withheld.

7. Insurance

a. The goods covered by these terms and conditions of service have been insured by Imperial for the benefit of the customer against fire or any other casualty, but only up to $1 per pound, up to $1000 total, whichever is less. Procurement of any additional insurance is the sole responsibility of the customer, at the customer’s sole discretion and expense.
b. To the extent Imperial is handling any transportation of the goods, Imperial shall not procure transportation insurance.

8. Minimum Charges

a. All, handling, and other services may be subject to minimum charges.

9. Liability and Limitation of Damages

a. Imperial shall not be liable for any loss or damage to goods tendered, stored, or handled by Imperial, however caused, unless such loss or damage resulted from Imperial’s negligent acts. Imperial is not liable for damages that could not have been avoided.
b. Customer shall indemnify, defend, and hold harmless Imperial from and against all claims, damages, losses, judgments, and expenses, including reasonable attorneys’ fees, arising out of or related to services provided pursuant to this agreement, including losses for personal injury or damage to or loss of property, except to the extent caused directly by the gross negligence or willful misconduct of Imperial.
c. Imperial is not liable for any non-visible or concealed damages. further, any damages reported at the point of cargo receipt at the Imperial warehouse are excluded from any Imperial liabilities.
d. In the event that Imperial is liable for damages, the customer declares that aggregate damages are limited to the lesser of $1 per pound not to exceed $1000 per occurrence or shipment, or the cost to replace or repair any damaged goods, whichever is less.
e. Where loss or damage occurs to tendered, stored, or handled goods, for which Imperial is not liable, the customer shall be responsible for the cost of removing and disposing of such goods and the cost of any environmental clean-up and site remediation resulting from the loss or injury to the goods.
f. Neither Imperial nor the customer shall be liable to the other for lost profits, special, consequential, incidental, or indirect damages of any kind, even if such party was or should have been aware of or advised of the possibility of such damages.
g. All risk of loss and damage to goods from any cause when the goods are not in the care, custody, or control of Imperial shall be borne entirely by the customer.
h. Unless the service to be performed by Imperial on behalf of the customer is delayed by reason of negligence of Imperial, Imperial shall not be responsible for any loss, damage, or expense incurred by the customer because of such delay. in the event Imperial is found liable under this subsection, its liability is limited in accordance with the provisions herein at subsection 9.d. due to the inherent nature of the transportation business, Imperial does not guarantee pick up, transportation, or delivery by a stipulated time. Imperial shall not be liable for any demurrage or detention.

10. Notice of Claim and Filing of Suit

a. Claims by the Customer against Imperial for any loss or damage to Goods must be presented in writing to Imperial within a reasonable time, and in no event any later than 90 days after delivery of the Goods by Imperial. If Imperial notifies Customer that loss or damage to part or all of the Goods has occurred while in Imperial’s care, then Customer must notify Imperial in writing of its intent to file a claim no later than 90 days after Customer is notified by Imperial that loss or damage to part or all of the Goods has occurred.
b. No lawsuit or other action may be maintained by the Customer against Imperial for loss or damage to the Goods unless timely written claim has been given as provided in paragraph (a) of this section and unless such lawsuit or other action is commenced by no later than the earlier of (i) nine months after date of delivery by Imperial or (ii) nine months after Customer is notified that loss or damage to part of all of the Goods has occurred.
c. Any and all claims against Imperial unrelated to Goods must be filed and properly served on Imperial within 6 months. It is Imperial’s goal to promptly resolve any disputes, and both Imperial and Customer understand that prompt notification is necessary so that efforts at resolution can be undertaken.
d. Any claims filed will be handled through Imperial’s subrogation process. Imperial invoices must be paid in full, and thus claimed amounts cannot be offset from any invoiced amounts owed or due to Imperial.

11. Liability for Mis-Shipment

a. If Imperial negligently mis-ships Goods, Imperial will arrange transportation with Imperial’s regular IPI service to return the mis-shipped Goods to the Warehouse. If the consignee fails to return the Goods, Imperial’s maximum liability shall be for the lost or damaged Goods, as specified above, and Imperial shall have no liability for damages due to consignee’s acceptance or use of the Goods, whether such Goods are those of the Customer or another. Imperial shall not be responsible for chargebacks of any kind.

12. Mysterious Disappearance

a. Imperial shall not be liable for loss of Goods due to inventory shortage or unexplained or mysterious disappearance of Goods unless the Customer establishes that such loss occurred because of Imperial’s failure to exercise reasonable care, in which case, damages are limited as above. Any presumption of conversion imposed by law shall not apply to such loss and a claim by the Customer of conversion must be established by affirmative evidence that Imperial converted the Goods to Imperial’s own use.

13. No Liability for the Selection or Services of Third Parties and/or Routes

a. Imperial is authorized to select and engage carriers, truckmen, lightermen, forwarders, customs brokers, agents, warehousemen and others, as required, to transport, store, or handle shipments or Goods, all of whom shall be considered the agents of Customer, and the Goods may be entrusted to such agencies subject to all conditions as to limitations of liability for loss, damage, expense, or delay and to all rules, regulations, requirements, and conditions, whether printed, written, or stamped, appearing in bills of lading, receipts, or tariffs issued by such carriers, truckmen, lightermen, forwarders, customs brokers, agents, warehousemen, and others. Unless services are performed by persons or firms engaged pursuant to express written instructions from Customer, Imperial shall use reasonable care in its selection of third parties, or in selecting the means and procedure to be followed in the handling, transportation, clearance, and delivery of the shipment; advice by Imperial that a particular person or firm has been selected to render services with respect to the Goods, shall not be construed to mean that Imperial warrants or represents that such person or firm will render such services nor does Imperial 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 damage, expense, 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, Imperial shall reasonably cooperate with Customer, which shall be liable for any charges or costs incurred by Imperial.

14. Warranties

a. Except as specifically set forth herein, Imperial makes no express or implied warranties in connection with its Services.

15. Legal Restraint or Force Majeure

a. In the event that either Imperial or Customer is prevented from performing its obligations under these Terms and Conditions of Service because of an occurrence beyond its control and arising without its fault or negligence, including without limitation, war, riots, rebellion, acts of God, epidemic, acts of lawful authorities, fire, strikes, lockouts or other labor disputes, such failures to perform (except for any payments due hereunder) shall be excused for the duration of such occurrence. The party that is prevented from fulfilling its obligations must take reasonable measures to remove or mitigate the effects of the applicable cause. The performance of all obligations required herein shall be suspended during the continuance of such interruption, and the party that is prevented from performing its obligations shall promptly notify the other of such interruption. Such period of suspension shall not in any way invalidate this Agreement, but on resumption of operations, any affected performance by such party shall be resumed. No liability shall be incurred by either party for damages resulting from such suspension. Economic hardships, including, but not limited to, recession and depression, shall not constitute Force Majeure events.

16. Compliance with Laws and Regulations

a. The Parties shall, at all times, comply with all applicable federal, state, municipal, and provincial laws, rules, and regulations, including, but not limited to, the federal and state safety regulations. To the extent these Terms and Conditions of Service or any services provided hereunder shall violate such laws, rules, and regulations, these Terms and Conditions of Service and the services provided hereunder shall be modified to comply with such laws, rules, and regulations, and the parties shall not suffer any liability or penalty for compliance with such laws, rules, and regulations.

17. Payment

a. All invoices to Customer are due within terms granted upon creation of account. Late charges may apply after the due date.

18. Intellectual Property Rights

a. Customer grants to Imperial a limited, royalty free, non-exclusive right and license to all content and all other information in any form or media, including but not limited to documents, data, know-how, ideas, specifications, software code and other materials provided to Imperial by or on behalf of Customer hereunder, as necessary to perform services under these Terms and Conditions of Service.

19. Restricted Commodities

a. Imperial may refuse to accept any commodity, and such refusal is at its full discretion.
b. Customer shall not tender to Imperial explosive or radioactive hazardous materials (including but not limited to any goods regulated under Title 49 of the Code of Federal Regulations, the International Air Transport Association (IATA) Dangerous Goods regulations, or the International Maritime Dangerous Goods Code), waste, firearms, ammunition, illegal goods, perishables, and/or plants. If such items are tendered to Imperial in violation of this section, Imperial may, without any liability therefore and at Customer’s expense, relocate or destroy the item(s). Handling of the goods is entirely at Imperial’s discretion.

20. Severability, Waiver, Entire Agreement, Amendment, and Headings

a. In the event any of the terms of this Terms and Conditions of Service are determined to be invalid or unenforceable by any court of competent jurisdiction, no other terms shall be affected, and the unaffected terms shall remain valid and enforceable as written. The representations, rights, and obligations of Imperial and Customer shall survive termination of these Terms and Conditions of Service.
b. Imperial’s failure to enforce a breach or waiver of any provision or term shall not be deemed to constitute a waiver of any subsequent failure or breach and shall not affect or limit the right of Imperial to thereafter enforce such a term or provision. No waiver of any right, power, or privilege shall be binding upon either Imperial or Customer unless in writing and signed by or on behalf of the party against which the waiver is asserted.
c. The provisions of this Terms and Conditions of Service shall be binding upon the Customer’s heirs, executors, successors, and assigns. Except as otherwise provided herein, the rights and obligations of Customer are personal and not assignable, either voluntarily or by operation of law, without the prior written consent of Imperial, which consent shall not be unreasonably withheld.
d. These Terms and Conditions of Service constitute the entire understanding of the Customer and Imperial and supersede all verbal or written prior agreements, arrangements and understandings related to the Goods, except as provided for in these Terms and Conditions of Service. These Terms and Conditions of Service are subject to change by Imperial from time to time upon posting on Imperial’s website. The most current and controlling version of the Terms and Conditions of Service are published at www.imperialcfs.com.
e. The headings set forth in these Terms and Conditions of Service are for convenience only and shall not be considered a part of this Agreement nor affect in any way the meaning of the terms and provisions.

21. Governing Law and Jurisdiction

a. These Terms and Conditions of Service and the legal relationship between the Customer and Imperial shall be governed by, construed and interpreted under the laws of the State of California, notwithstanding its conflict of laws rules. Any lawsuit or other action involving any dispute, claim, or controversy relating in any way to these Terms and Conditions of Service shall be brought only in the courts of California.