Seair Global Inc. – Standard Terms & Conditions of Services
These Terms & Conditions (“Terms”) apply to all proposals, rate confirmations, purchase orders, invoices, and transactions (collectively, “Transactions”) between Seair Global Inc. or its affiliates (collectively, “Seair”) and any customer or client (“Customer”). Seair and Customer are referred to individually as a “Party” and collectively as the “Parties”.
By placing an order, accepting delivery of goods, or permitting Seair to commence performance of services, Customer agrees to these Terms. Customer’s acceptance does not require a signature and shall be deemed effective upon any such performance or action.
1. Scope of Services
These Terms apply to all goods and services provided by Seair, including but not limited to air or sea charter, freight forwarding, third-party logistics, warehousing, transit, and ecommerce fulfillment services.
2. Orders and Payment
Invoices must reference the applicable purchase order (PO) number. Unless otherwise stated, payment terms are net fifteen (15) days from receipt of Seair’s invoice. Payment shall be made in U.S. dollars by wire transfer, ACH, or Customer-issued check.
Customer must notify Seair of any invoice dispute in writing within ten (10) days of receipt. If no dispute is received within this period, the invoice shall be deemed accepted.
3. Late Payments
Undisputed amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, until paid in full.
Seair may suspend performance of services or exercise lien rights until payment is received.
4. Delivery and Risk of Loss
Seair shall perform services and deliver goods in accordance with the applicable PO. Title and risk of loss remain with Customer, subject to Seair’s liability limits under applicable law, including but not limited to:
Warsaw and Montreal Conventions for air transport
Hague–Visby Rules and/or COGSA for sea transport
Any mandatory domestic laws
Seair is not liable for loss, damage, delay, or mis-delivery except as expressly provided under such laws or these Terms. Time is not of the essence unless expressly agreed in writing.
5. Representations and Warranties
Seair represents and warrants that it is duly organized and authorized to conduct business and will perform services in a professional manner consistent with industry standards.
Seair disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or results to be achieved.
6. Insurance
Seair shall maintain commercially reasonable insurance customary for logistics providers, including cargo liability and warehouse legal liability, subject to applicable statutory limits.
Seair’s insurance coverage shall not increase Seair’s liability beyond such limits.
7. Indemnification
Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, and agents (“Indemnified Party”) from and against all third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of:
The Indemnifying Party’s breach of these Terms
The Indemnifying Party’s negligence, willful misconduct, or fraud
For Customer, the contents, condition, or handling requirements of its cargo
8. Limitation of Liability
Except as expressly provided by applicable law or international convention, neither Party shall be liable for any indirect, incidental, special, or consequential damages, including lost profits, lost business, or loss of goodwill, even if advised of the possibility of such damages.
Seair’s maximum liability for any loss, damage, or claim shall not exceed the lesser of:
USD $500 per shipment, or
The limits imposed by applicable international conventions or mandatory law
These limits do not apply to Seair’s liability arising from its own gross negligence, willful misconduct, or fraud.
9. Confidentiality and Data Security
Each Party shall keep confidential all non-public information received from the other Party.
If Seair processes personal data, it shall implement commercially reasonable safeguards appropriate to the nature of the data, comply with applicable privacy laws (including GDPR and CCPA/CPRA), and notify Customer promptly of any data breach.
10. Force Majeure
Neither Party shall be liable for failure or delay in performance caused by events beyond reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, or government orders.
11. Termination
Either Party may terminate a PO without cause upon sixty (60) days’ prior written notice, provided all outstanding amounts are paid in full.
Either Party may terminate a PO for material breach if such breach is not cured within five (5) days after receipt of written notice.
Seair may suspend or terminate services immediately if Customer fails to pay amounts when due.
12. Governing Law and Jurisdiction
These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. The Parties consent to exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, New York.
13. Survival
Provisions relating to confidentiality, indemnification, warranties, insurance, and compliance shall survive termination or expiration of these Terms.
14. Entire Agreement
These Terms, together with the applicable PO, constitute the entire agreement between Seair and Customer and supersede all prior agreements or understandings.
Any amendments must be in writing and signed by both Seair and Customer.