STANDARD TRADING TERMS & CONDITIONS
Freight Forwarding · Transportation · Customs Coordination · Warehousing and Related Logistics Services
KOPE LOGISTICS INC.
6550 NW 97th Avenue, Suite 220, Doral, Florida 33178
FMC Organization No. 027474 | USDOT No. 3995104 | MC No. 1499885
Effective October 1, 2026.
IMPORTANT NOTICE
These Standard Trading Terms and Conditions form part of every agreement under which Kope Logistics Inc. provides or arranges services, unless Kope and the Customer sign a written agreement that expressly changes a stated provision. They contain payment obligations, liens, claim deadlines, indemnities, exclusions of consequential damages, limitations of liability, an exclusive Florida venue provision, and a jury-trial waiver. Carrier liability is not cargo insurance. If the ordinary legal or contractual limits are inadequate, the Customer should request cargo insurance or a higher declared value before tendering the Goods. The current version is posted at https://www.kopelogistics.com/toc and is available on request.
READ SECTIONS 14, 17, 18, 19, 20, 21, AND 26 WITH CARE. Those sections contain a general lien, short claim and suit deadlines, liability limits that may be far below the value of the Goods, and a waiver of jury trial.
By requesting services, accepting a quotation or booking, signing a credit application that incorporates these Conditions, or tendering cargo after receiving or being directed to these Conditions, the Customer agrees to them.
1 Scope Acceptance and Order of Precedence
1.1 These Conditions govern all present and future services performed or arranged by Kope for the Customer, including air, ocean, and ground transportation; freight forwarding; NVOCC services; customs and export coordination; warehousing; container freight station work; screening; consolidation and deconsolidation; transloading; ULD build-up and breakdown; in-bond movements; pickup and delivery; and related logistics services.
1.2 The Customer accepts these Conditions by any method stated in the Important Notice. The Customer warrants that it has actual authority to act for each principal on whose behalf it requests services. The Customer remains directly and fully liable to Kope for all Charges and for its own obligations, whether or not another person is also liable. A principal or other person is jointly and severally liable only if that person separately accepts these Conditions, is validly bound through the Customer’s actual authority, or is liable under applicable law. Kope need not exhaust remedies against one liable person before proceeding against another.
1.3 Mandatory law controls over inconsistent contract terms. Subject to mandatory law, a signed negotiated agreement controls over these Conditions to the extent of a direct conflict; a Kope-issued house bill of lading, air waybill, warehouse receipt, rate confirmation, or other transport document controls the service it covers; and these Conditions govern everything else. A Customer purchase order or portal term does not change these Conditions unless an authorized officer of Kope agrees in a signed writing.
1.4 A service-level target, estimated transit time, schedule, routing, delivery date, or response time is not a guarantee unless Kope labels it a guarantee in a signed writing that also states the exclusive remedy for failure.
2 Definitions
2.1 “Kope” means Kope Logistics Inc. “Kope Protected Parties” means Kope’s officers, employees, agents, subcontractors, and affiliates, but only when a provision expressly grants them a defense, limitation, indemnity, or other protection. “Customer” means the person requesting, accepting, or paying for services and any principal that person has actual authority to bind. “Goods” means cargo, packaging, containers, documents, and property tendered in connection with the services. “Charges” means all freight, handling, storage, screening, brokerage, accessorial, government, third-party, and other amounts relating to the services.
2.2 “Transport Document” means any bill of lading, sea waybill, air waybill, delivery receipt, warehouse receipt, rate confirmation, booking confirmation, tariff, or similar document governing a particular service or shipment. “Third-Party Provider” includes a carrier, airline, vessel operator, trucker, drayage provider, warehouse, terminal, screening provider, customs broker, agent, and any other independent contractor used for the services.
3 Kope Capacity and Use of Third Parties
3.1 Kope may act in different legal capacities. Unless a Kope-issued Transport Document or signed agreement states that Kope acts as carrier, warehouse, or other principal, Kope acts as the Customer’s agent to arrange services by Third-Party Providers. Quoting, booking, consolidating, paying, or issuing routine forwarding documents does not make Kope a carrier.
3.2 When acting as agent, Kope will use reasonable care in selecting Third-Party Providers but does not warrant their performance. Their tariffs and terms apply to the work they perform. Kope may disclose those terms or help with a claim on reasonable request. The Customer will reimburse reasonable out-of-pocket costs of that help.
3.3 When Kope issues its own house air waybill, house ocean bill of lading, motor carrier bill of lading, or warehouse receipt as principal, that document, these Conditions, and applicable mandatory law govern Kope’s obligations. Kope may subcontract performance and may use any route, mode, carrier, equipment, or facility reasonably selected for the service.
4 Instructions, Quotations, Bookings and Operational Changes
4.1 The Customer shall give complete, timely, and lawful written instructions. Kope may rely on instructions that appear to come from an authorized Customer contact. Oral instructions are effective only when confirmed in writing or acted on without objection.
4.2 A quotation is based on the facts stated in it, including commodity, weight, dimensions, pieces, route, dates, equipment, service level, and currency. Unless stated otherwise, it is an estimate subject to capacity and carrier acceptance. It excludes duties, taxes, inspections, exams, storage, demurrage, detention, chassis, congestion, security, fuel, reweigh, reclassification, redelivery, and other unforeseen or accessorial charges.
4.3 Kope may adjust Charges when the Customer’s information is inaccurate or incomplete; actual weight, dimensions, classification, or service differs; a carrier or authority changes a charge; currency values change; or circumstances beyond Kope’s reasonable control increase cost. Ocean rates and charges remain subject to Kope’s applicable tariff and Federal Maritime Commission requirements.
4.4 Kope may depart from instructions when reasonably necessary to protect persons, property, compliance, or the Customer’s interests. Kope will use commercially reasonable efforts to notify the Customer when a material departure is practicable.
5 Customer Authority, Information and Cargo Warranties
5.1 The Customer warrants that it owns the Goods or has authority from the owner and all interested parties to tender the Goods and give instructions. The Customer shall identify the correct shipper, consignee, importer of record, exporter or U.S. Principal Party in Interest, Foreign Principal Party in Interest, beneficial owner, and end user, as applicable.
5.2 The Customer warrants that every description, value, weight, dimension, piece count, country of origin, tariff classification, license determination, party name, address, security filing element, and other item of information supplied directly or indirectly is complete, accurate, and not misleading. Kope may rely on that information without independent investigation, but may verify or correct it when required by law or operational necessity.
5.3 The Customer shall review documents prepared from its information promptly and notify Kope promptly of any error. Kope is not responsible for consequences that timely Customer review and correction could reasonably have avoided.
6 Packaging, Marking, Weight and Cargo Condition
6.1 The Customer is responsible for packaging, blocking, bracing, palletizing, marking, labeling, and securing the Goods so they withstand ordinary handling and the contemplated modes of transport. Unless Kope expressly accepts a packaging service in writing, acceptance of cargo is not approval of packaging.
6.2 The Customer shall provide verified weights when required, including verified gross mass for ocean containers, and shall ensure that pallets, skids, containers, seals, and unit load devices prepared by or for the Customer are safe, compliant, and suitable. Kope may reweigh, remeasure, restack, rewrap, relabel, or recondition cargo when reasonably necessary, at the Customer’s cost.
6.3 Goods are received subject to count, contents, condition, and quality unknown unless Kope conducts and records a specific inspection. Apparent good order refers only to external condition reasonably visible at receipt.
7 Dangerous Goods, Batteries and Special Cargo
7.1 Before tender, the Customer shall disclose in writing all dangerous or hazardous materials, lithium batteries, regulated waste, chemicals, aerosols, flammables, perishables, temperature-sensitive goods, live animals, pharmaceuticals, food, high-value goods, valuables, firearms, controlled substances, and any cargo requiring permits or special handling. Tender requires Kope’s prior written acceptance.
7.2 The Customer is solely responsible as offeror or shipper for correct classification, identification, packaging, marks, labels, declarations, shipping papers, Safety Data Sheets, emergency response information and telephone number, training, and all other requirements under applicable law and the current rules for the relevant mode, including 49 CFR Parts 171 through 180, the ICAO Technical Instructions, the IATA Dangerous Goods Regulations, and the IMDG Code.
7.3 Kope may reject, isolate, return, unload, render harmless, destroy, or otherwise dispose of dangerous, leaking, unstable, infested, contaminated, or unlawfully tendered Goods when reasonably necessary or directed by an authority. To the extent permitted by law, the Customer bears all resulting Charges, losses, response costs, fines, penalties, and liabilities.
7.4 An SDS does not replace a required dangerous-goods declaration or shipper certification. Cargo described as non-hazardous remains subject to verification, inspection, and refusal.
8 Security, Screening, Inspection and Refusal
8.1 The Customer and each person tendering air cargo consent to screening, search, and inspection of the Goods as required by applicable law and security programs. Kope shall refuse to offer air cargo for transport when the shipper does not consent to required search or inspection.
8.2 Kope may open, inspect, photograph, scan, screen, test, or inventory Goods when required by law, a government authority, carrier, security program, facility rule, or reasonable safety concern. Inspection does not shift the Customer’s compliance duties to Kope.
8.3 Kope may refuse, suspend, or condition any service or shipment that it reasonably believes is unsafe, unlawful, noncompliant, improperly documented, inadequately packed, outside credit limits, or operationally impracticable.
8.4 The Customer shall provide the information, certifications, and documentation needed to establish and keep its status and the status of its cargo under applicable air cargo security requirements. The Customer shall not tender cargo on behalf of an undisclosed third party and shall promptly notify Kope of any change affecting that status. Tender of cargo is the Customer’s representation that the cargo and the tendering party comply with applicable transportation security requirements. Kope performs its obligations under the transportation security programs to which it is subject. Nothing in these Conditions requires or permits either party to disclose sensitive security information except as authorized by law.
9 Customs, Import, Export and Government Filings
9.1 The Customer remains responsible for legal compliance, admissibility, licensing, valuation, classification, origin, duty eligibility, recordkeeping, and the acts or omissions of the importer, exporter, and other principal parties. Advice by Kope is operational assistance, not legal or tax advice.
9.2 Customs business will be performed only by a duly licensed customs broker under a valid power of attorney executed directly with the importer of record or other eligible principal. Kope may coordinate customs services through a licensed broker without itself undertaking customs business.
9.3 Kope will file Electronic Export Information or act as an authorized export agent only after receiving the written authorization and data required by law. The Customer shall provide license determinations and all data early enough to meet filing and carrier deadlines.
9.4 Kope may stop work and decline any transaction involving suspected errors, omissions, misrepresentations, unlawful conduct, or unresolved compliance concerns. The Customer shall promptly respond to requests for substantiation and corrections.
9.5 Each party shall retain the shipment and transaction records it is required by law to retain for the legally required period. The Customer shall retain the source records supporting information supplied to Kope and shall provide them promptly when reasonably requested for a carrier or government inquiry. Each party remains responsible for its own legal recordkeeping obligations.
9.6 Each party shall cooperate reasonably and promptly with the other in responding to an audit, inquiry, request for information, notice of action, penalty notice, detention, seizure, or disclosure proceeding by a government authority relating to the services, including by providing records, explanations, and authorized points of contact. Where the matter arises from the Customer’s breach of these Conditions, from inaccurate or incomplete information or documents supplied by or for the Customer, or from the Customer’s noncompliance with applicable law, the Customer shall bear Kope’s reasonable costs of that cooperation, including reasonable attorneys’ fees, and Section 21 applies. Neither party is required to waive a legal privilege or to disclose information whose disclosure is restricted by law. Kope’s cooperation is not an assumption of the Customer’s compliance obligations and is not legal advice.
10 Sanctions, Export Controls and Anti-Corruption
10.1 The Customer warrants that the transaction, Goods, parties, ownership, payment, routing, destination, end use, and end user comply with applicable sanctions, export controls, antiboycott laws, customs laws, and anti-corruption laws. The Customer shall not use Kope to conceal a party, destination, origin, value, or prohibited purpose.
10.2 Kope may conduct risk-based screening and request ownership, identity, licensing, end-use, or transaction records. Kope may reject, block, suspend, report, or disclose a transaction or Goods when reasonably required by law or a competent authority, without liability for resulting delay or nonperformance except to the extent liability cannot lawfully be excluded.
11 Mode-Specific Transportation Terms
11.1 Air. For international air carriage governed by the Montreal Convention of 1999, that Convention governs liability and claims. The applicable cargo limitation is the Article 22 limit as revised from time to time under Article 24. As of the date of these Conditions that limit is 26 Special Drawing Rights per kilogram. A later revision of the Convention limit applies automatically. Other air carriage is governed by the applicable air waybill, carrier conditions, tariff, and mandatory law.
11.2 Ocean. When Kope acts as an NVOCC or ocean carrier, its applicable house bill of lading and tariff govern. To the extent permitted, the U.S. Carriage of Goods by Sea Act applies from receipt through delivery, including periods before loading and after discharge, and the $500 per package or customary freight unit limitation applies unless a higher value is declared in writing and accepted before shipment and any required additional charge is paid.
11.3 Motor. When Kope acts as a motor carrier, the bill of lading, written rate confirmation, tariff, any valid released-value agreement, and the Carmack Amendment apply as applicable. When Kope acts only as a property broker or arranger, it does not assume motor-carrier cargo liability and is responsible only for its own failure to exercise the standard of care stated in these Conditions. To the extent permitted by law, a cargo or commercial claim against Kope as property broker or arranger, including a claim founded on negligent selection or retention, vicarious liability, or apparent authority, is subject to the limitation in Section 19.1. Nothing in this Section limits liability that cannot lawfully be limited, including liability to a person who is not bound by these Conditions.
11.4 Multimodal. For multimodal transportation, liability is determined by mandatory law and the governing Transport Document. If the stage of loss is known, the law and contractual limits applicable to that stage govern to the extent enforceable. If the stage is unknown, the liability regime in Kope’s through Transport Document governs.
12 Warehousing, Handling and Inventory
12.1 Warehouse services are subject to the applicable warehouse receipt or storage agreement and Florida law. Kope will exercise the care a reasonably careful warehouse would exercise under similar circumstances, but is not liable for loss that such care could not have avoided.
12.2 Unless a different limitation is stated in a warehouse receipt or signed storage agreement, Kope’s liability for physical loss of or damage to warehoused Goods is limited to the lesser of actual direct loss or $0.50 per pound of the gross weight of the Goods actually lost or damaged. The Customer may request a higher declared value in a record at or within a reasonable time after contracting. It applies only if Kope accepts it in writing and the Customer pays any increased charge. This limitation does not apply to conversion of the Goods to Kope’s own use or to the extent prohibited by Chapter 677, Florida Statutes, or other mandatory law.
12.3 Inventory records are based on external marks, labels, barcodes, piece counts, and information supplied by the Customer unless a different count or inspection service is agreed. Ordinary variance, concealed shortage, natural shrinkage, evaporation, inherent vice, and deterioration are not presumed to result from Kope’s failure to exercise reasonable care.
12.4 Storage may be terminated as permitted by the governing receipt, agreement, and law. Goods that are hazardous, deteriorating, or likely to fall below accrued Charges may be handled or disposed of under the expedited rights provided by law.
12.5 Container freight station services and in-bond movements. When Kope performs or arranges container freight station services, handles Goods under customs control, or arranges an in-bond movement, the Goods remain subject to the control of U.S. Customs and Border Protection and to applicable law, including 19 CFR Parts 18, 19, and 113 to the extent they apply to the service. In-bond movements are subject to applicable data, reporting, arrival, export, diversion, and time requirements. The Customer shall provide complete and accurate in-bond data, instructions, and supporting documents in time to meet filing and movement deadlines and shall promptly respond to requests to correct or complete them. The Customer is responsible for Charges, liquidated damages, penalties, storage, and losses resulting from data, instructions, or documents supplied by or for the Customer that are incomplete, inaccurate, or late, or from the acts or omissions of a carrier, broker, or other party designated by the Customer. Kope is not liable for delay, detention, examination, general order, seizure, or forfeiture directed by CBP or another authority except to the extent proximately caused by Kope’s own failure to exercise reasonable care.
13 Temperature-Controlled, Perishable and High-Value Goods
13.1 Special handling, temperature range, ventilation, humidity, monitoring, security, chain-of-custody, or time-critical requirements apply only when fully disclosed and expressly accepted in writing before tender. The Customer shall provide validated packaging, instructions, tolerances, shelf-life data, and any required data logger.
13.2 Kope does not guarantee uninterrupted temperature control or a delivery time unless a signed writing expressly provides a guarantee and a remedy. A temperature excursion or delay alone does not establish loss. The claimant must prove actual damage and causation.
13.3 Currency, negotiable instruments, precious metals or stones, jewelry, fine art, antiques, documents of exceptional value, and other unusually valuable Goods are accepted only under a specific written agreement covering value, security, and insurance. If such Goods, or dangerous or special cargo described in Section 7, are tendered without the required disclosure and written acceptance, Kope is not liable to the extent a loss, damage, delay, fine, or expense results from that nondisclosure, and Section 21 applies.
14 Cargo Insurance, Customer Insurance and Higher Declared Value
14.1 Kope does not insure the Goods. Carrier or warehouse liability coverage is not cargo insurance. Kope will procure cargo insurance only after the Customer requests it in writing, supplies all required information, agrees to the premium and terms, and receives Kope’s written confirmation of placement before the risk attaches.
14.2 Insurance is governed solely by the policy. Kope is not an insurer and does not warrant coverage or claim payment. The Customer shall review exclusions, deductibles, valuation, geographic scope, and claims duties.
14.3 A commercial invoice value, customs value, or value shown in ordinary shipping data is not a declared value for liability. A higher declared value is effective only when specifically requested, accepted in writing by the party assuming liability, inserted in the governing Transport Document when required, and any additional charge is paid.
14.4 The Customer should maintain all-risk cargo insurance covering the full value of the Goods while they are in the possession or control of Kope or a Third-Party Provider, including storage, handling, and inland movement. If the Customer does not maintain that insurance, it assumes the uninsured risk of loss beyond the limits that apply under these Conditions and the governing Transport Document.
14.5 To the extent permitted by law, a claim brought against Kope by an insurer, subrogee, assignee, or other person claiming through or on behalf of the Customer, the shipper, the consignee, or an owner of the Goods is subject to every defense, exclusion, limitation of liability, notice requirement, claim deadline, time for suit, venue provision, and other term available against the person through whom the claim is made. No such person acquires rights greater than, or a period longer than, those of that person. This Section does not enlarge any right that Kope would not otherwise have.
15 Charges, Credit and Payment
15.1 Charges are prepaid unless Kope approves credit in writing. Approved terms, including Prepaid, Net 15, or Net 30, run from the invoice date. Credit limits and terms may be reviewed, reduced, suspended, or withdrawn at any time. Kope may require security or prepayment and may hold or decline Goods or services when an account is past due or exceeds its limit.
15.2 The Customer is unconditionally responsible for all Charges and shall not withhold, deduct, or set off payment because of a claim, dispute, nonpayment by another person, or Kope’s advance of funds. The undisputed portion of an invoice remains due. Incoterms or freight-payment notations do not change the Customer’s payment liability to Kope unless Kope expressly agrees in writing. Kope may apply any credit, deposit, rebate, or refund held by or owed by Kope to the Customer against any amount then due from the Customer, on notice to the Customer and subject to applicable law. This right of setoff does not extend to funds held in trust, funds belonging to a third party, insurance or claim proceeds payable to a cargo interest, or any amount that applicable law requires to be remitted to another person.
15.3 The Customer is responsible for duties, taxes, assessments, carrier charges, accessorials, storage, demurrage, detention, exams, fines attributable to Customer conduct or cargo, and amounts advanced on its behalf. Advances are due on demand.
15.4 A disputed invoice must be identified in writing with specific reasons and supporting records within 30 days after the invoice date, or it is deemed correct to the fullest extent permitted by law. This provision does not shorten a mandatory period applicable to an overcharge claim, a demurrage or detention dispute, or any other matter governed by mandatory law.
15.5 Past-due amounts may bear a service charge of 1.5 percent per month, or the maximum lawful rate if lower. A $35 charge applies to a returned or dishonored payment. In an action or proceeding to collect Charges or otherwise to enforce these Conditions, the prevailing party may recover its reasonable attorneys’ fees, collection-agency fees, court costs, and other reasonable costs of enforcement, at trial and on appeal, to the extent permitted by law.
15.6 Any demurrage or detention invoice issued by Kope that is subject to the Shipping Act or Federal Maritime Commission regulations is governed by the applicable invoice-content, timing, dispute, mitigation, refund, and waiver requirements. Nothing in these Conditions creates a payment obligation greater than applicable law permits. The Customer shall submit any request or dispute within the applicable deadline and shall provide information reasonably needed to evaluate or pursue it.
16 Compensation, Rates and Confidential Commercial Information
16.1 Unless expressly stated as cost-plus, Kope’s quoted or invoiced selling price is the agreed commercial price and need not equal Kope’s procurement cost. To the extent permitted by law, Kope may retain freight spreads, brokerage, commissions, rebates, allowances, and other customary remuneration.
16.2 Kope’s buy rates, carrier agreements, margins, commissions, routing arrangements, and vendor pricing are Kope confidential information. This clause does not restrict any disclosure, accounting, invoice detail, or document access required by law, including duties that apply when Kope acts as a licensed ocean freight forwarder for a principal.
16.3 For ocean transportation, Kope will publish and apply rates, charges, rules, and practices as required by the Shipping Act and Federal Maritime Commission regulations. Kope will not act as ocean freight forwarder and as non-vessel-operating common carrier on the same shipment except as permitted by law, and will not collect ocean freight forwarder compensation where that compensation is not lawfully payable. When Kope acts as ocean freight forwarder for a principal, any pass-through charge that law requires to be passed through at cost will be billed at cost, without markup and without being represented as an underlying carrier charge, and Kope’s own service fee will be separately stated. This Section does not limit Kope’s remuneration when acting as a principal, including as NVOCC.
16.4 Rules tariff. Kope maintains its NVOCC rules tariff through its designated tariff publisher as required by the Shipping Act and FMC regulations. The current internet address and access instructions may be obtained by contacting Kope at info@kopelogistics.com. Access to the tariff is available without charge and without time, quantity, or other limitations as required by law. The rules tariff, these Conditions, and the applicable Transport Document together govern ocean transportation provided by Kope as NVOCC.
16.5 Negotiated rate arrangements. Kope may offer rates by negotiated rate arrangement as permitted by 46 CFR Part 532. Where Kope elects that exemption, the written rate quotation or other NRA document will identify the parties and their representatives, state the applicable shipment, rate and other required terms, address applicable surcharges and accessorial charges, and be agreed no later than the time the cargo is received by Kope or its agent. If booking is the method of acceptance, the NRA document will include the following statement in bold uppercase text: THE SHIPPER’S BOOKING OF CARGO AFTER RECEIVING THE TERMS OF THIS NRA OR NRA AMENDMENT CONSTITUTES ACCEPTANCE OF THE RATES AND TERMS OF THIS NRA OR NRA AMENDMENT. Kope will retain NRA records for the period required by law. Kope’s rules tariff continues to apply. An NRA does not modify these Conditions except as to the rate and any term expressly stated in it.
17 General Lien and Disposition
17.1 To the extent permitted by law, Kope has a general and continuing lien on all Goods, documents, funds, and property in its actual or constructive possession or control, and on their proceeds, for all Charges owed by the Customer or relating to the Goods, whether arising from the current transaction or another.
17.2 For warehoused Goods, the lien includes present and future storage, transportation, demurrage, terminal, insurance, labor, preservation, sale, and related charges. It extends to charges relating to other Goods when that is stated in the warehouse receipt or storage agreement, as permitted by Florida law.
17.3 Kope may withhold release while amounts are due. After legally required notice to the Customer and to other persons known to claim an interest in the Goods, stating the amount due, the nature of the proposed sale, and the time and place of any public sale, Kope may sell or otherwise dispose of the Goods in a commercially reasonable manner and apply proceeds to Charges and sale costs, holding any required surplus for the person lawfully entitled to it. The Customer remains liable for any deficiency.
18 Delivery, Release, Unclaimed Cargo and Government Control
18.1 Delivery to the named consignee, its apparent authorized representative, a carrier or facility designated for the next movement, or a government authority constitutes delivery to the extent permitted by the governing Transport Document and law.
18.2 If the Customer or consignee fails to take delivery, Kope may store the Goods at the Customer’s risk and expense, return them, or exercise lien and disposition rights. Storage does not waive freight or other Charges.
18.3 Kope may comply with orders, holds, inspections, seizures, releases, and dispositions directed by customs, security, law-enforcement, port, airport, health, or other authorities. The Customer bears related Charges except to the extent caused solely by Kope’s breach of a nonwaivable duty.
18.4 When Kope issues a negotiable bill of lading, the Goods will be released only against surrender of a duly endorsed original bill of lading or pursuant to a telex, express, or electronic release issued by Kope after all originals have been surrendered or otherwise accounted for to Kope’s reasonable satisfaction.
18.5 When Kope issues a non-negotiable bill of lading, sea waybill, or air waybill, the Goods may be released to the named consignee or its apparent authorized representative upon proof of identity and authority reasonably satisfactory to Kope or the delivering party. An underlying carrier or facility may apply its own lawful release procedures.
18.6 Kope has no obligation to release Goods while Charges remain unpaid, while a lien under Section 17 remains in effect, or when release would reasonably appear unlawful, unsafe, or contrary to instructions from a person entitled to control the Goods.
18.7 If a person entitled to give instructions requests release without surrender of required originals, against a copy or letter of instruction, or to a person other than the named consignee, Kope may decline or may agree in writing subject to conditions. Kope may require an indemnity in a form acceptable to Kope, supported by a bank guarantee or other security from an institution and in an amount reasonably acceptable to Kope.
18.8 The requesting party shall defend, indemnify, and hold harmless Kope and the Kope Protected Parties from claims, liabilities, Charges, fines, duties, losses, and reasonable attorneys’ fees arising from a release made at its request under Section 18.7, including claims by a holder of an original bill of lading, bank, seller, cargo insurer, or other person asserting title or a security interest. To the extent permitted by law, that indemnity survives delivery and is not reduced by a limitation applicable to Kope’s liability for services.
18.9 Instructions to amend, switch, split, or reissue a Transport Document must be received in writing before release of the Goods and are subject to Kope’s acceptance, payment of applicable Charges, return or cancellation of previously issued originals, and applicable law.
18.10 Unless Kope expressly agrees otherwise in writing, Kope is not an underlying carrier’s agent for service of process or receipt of a claim, and notice to Kope is not notice to that carrier or another Third-Party Provider.
19 Liability Limitations and Excluded Damages
19.1 Mandatory law and an applicable Kope-issued Transport Document control liability for carriage or warehousing. When Kope acts solely as an agent, broker, customs or export coordinator, screening coordinator, or other non-carrier service provider, Kope is liable only for direct physical or financial loss proximately caused by its failure to exercise reasonable care. Except to the extent prohibited by law, Kope’s aggregate liability for a shipment or transaction is limited to the greater of $50 or Kope’s charges for the specific affected service, excluding freight, duties, taxes, and other third-party or pass-through charges, and in no event exceeds $5,000 per shipment or transaction. The Customer may request a higher limit before the service is performed. It applies only if Kope accepts it in writing and the Customer pays any additional charge. This limitation does not apply to Kope’s gross negligence, willful misconduct, or liability that cannot lawfully be limited. The Customer acknowledges that Kope’s charges reflect this allocation of risk, that the Customer has a fair opportunity to obtain cargo insurance or to request a higher limit, and that this allocation is a material inducement to Kope’s performance at the rates quoted.
19.2 Kope is not liable for the acts or omissions of a Third-Party Provider when Kope acts only as agent and exercised reasonable care in selection. If Kope is nevertheless held liable for a Third-Party Provider, Kope has every defense, exclusion, and limitation available to that provider, and no greater liability.
19.3 Kope is not liable for loss caused by insufficient packaging; inaccurate or incomplete information; act or omission of the Customer, shipper, consignee, owner, or government; inherent vice; ordinary leakage, shrinkage, wear, rust, oxidation, or deterioration; concealed damage; infestation; force majeure; or any cause for which liability is excluded by applicable law or the governing Transport Document.
19.4 TO THE MAXIMUM EXTENT PERMITTED BY LAW, KOPE AND ITS EMPLOYEES, OFFICERS, AGENTS, AND SUBCONTRACTORS ARE NOT LIABLE FOR LOST PROFITS, LOST SALES, LOSS OF MARKET, LOSS OF USE, BUSINESS INTERRUPTION, REPUTATIONAL HARM, LOSS OF DATA, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED THAT SUCH DAMAGES MAY OCCUR. THIS EXCLUSION APPLIES REGARDLESS OF THE FORM OF ACTION AND SURVIVES ANY FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY OF ITS ESSENTIAL PURPOSE. THIS EXCLUSION DOES NOT APPLY TO WILLFUL MISCONDUCT OR TO ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED.
19.5 No employee, officer, agent, or subcontractor of Kope will have greater liability than Kope. Each may rely on the defenses and limitations in these Conditions and the governing Transport Document.
20 Claims, Notice, Inspection and Time for Suit
20.1 The Customer shall inspect the Goods at delivery, note visible loss or damage on the delivery record before signing, preserve packaging and seals, mitigate loss, and allow prompt inspection. Payment of a claim does not excuse payment of Charges.
20.2 A claim must identify the shipment, event, amount, basis, and supporting evidence, including the governing Transport Document, commercial invoice, packing list, delivery record, photographs, survey or inspection evidence, and proof of loss. A notice stating only that a claim may follow is insufficient where applicable law requires a quantified claim.
20.3 The deadlines below apply unless mandatory law or the governing Transport Document supplies a different deadline. The shortest valid deadline controls. Notify Kope immediately so Kope can preserve recourse against Third-Party Providers.
20.4 Failure to give timely notice, preserve evidence, permit inspection, submit a complete claim, or commence suit within the controlling period bars or reduces recovery to the extent provided by the applicable law or contract.
21 Customer Indemnity
21.1 The Customer shall defend, indemnify, and hold harmless Kope and its officers, employees, agents, and subcontractors from third-party claims, duties, taxes, Charges, losses, liens, general average, fines, penalties, cleanup and response costs, damages, and reasonable attorneys’ fees arising from: Customer breach; inaccurate or incomplete information; improper packaging or loading; undeclared or misdeclared dangerous goods; sanctions, customs, import, export, security, or other legal noncompliance; Customer instructions; or injury, death, or property damage caused by the Goods.
21.2 The indemnity does not apply to the extent a final judgment determines that the loss was caused by the indemnified party’s gross negligence, willful misconduct, or other liability that cannot lawfully be shifted.
22 General Average and Salvage
22.1 General average, where applicable, is adjusted at the place and under the rules stated in the governing Transport Document or, if none is stated, under the York-Antwerp Rules in force at the time of the adventure, at a place nominated by Kope or the underlying carrier. This Section is subject to the governing Transport Document and mandatory law.
22.2 The Customer shall, on demand and before delivery of the Goods, provide general average deposits, average bonds, average guarantees, salvage security, and any other security required by the average adjuster, the underlying carrier, a salvor, or a court, in a form and amount acceptable to the party requiring it.
22.3 If the Customer does not provide required security promptly, Kope may, but need not, provide security on the Customer’s behalf. The Customer shall reimburse Kope on demand for the full amount of any deposit, premium, guarantee cost, adjuster fee, reasonable legal fee, and related expense, and Section 17 applies to those amounts.
22.4 The Customer is responsible for general average and salvage contributions attributable to the Goods and for resulting delay, storage, and handling Charges, including where the incident giving rise to the adventure is not attributable to any fault of Kope. Kope is not liable for a general average or salvage contribution assessed against the Goods except to the extent proximately caused by Kope’s own failure to exercise reasonable care.
23 Force Majeure and Impediments
23.1 Kope is not liable for delay, nonperformance, rerouting, or loss caused by events beyond its reasonable control, including severe weather, natural disaster, fire, epidemic, war, terrorism, piracy, civil unrest, strikes, labor shortage, cyberattack, utility or system outage, carrier cancellation, capacity shortage, port or airport congestion, equipment shortage, government action, embargo, sanctions change, customs or security hold, or infrastructure failure.
23.2 Kope may suspend, reroute, store, return, or terminate affected services and place the Goods at the Customer’s disposal at a reasonably safe location. The Customer remains responsible for services performed and reasonable additional Charges incurred.
23.3 Kope will give notice of a force majeure event that materially affects the Goods as soon as reasonably practicable and will provide reasonable status updates. If the event continues for more than 30 consecutive days and materially prevents performance, either party may terminate the affected services on written notice without liability for the termination. The Customer remains responsible for services performed and reasonable additional Charges incurred through the date the Goods are placed at its disposal.
24 Confidentiality, Data and Electronic Communications
24.1 Each party shall use the other’s nonpublic commercial information only for the relationship and protect it with reasonable care. This duty does not apply to information already known without restriction, independently developed, publicly available without breach, lawfully received from another source, or required to be disclosed by law or authority.
24.2 The Customer authorizes electronic records, signatures, invoices, transport documents, and communications. Electronic records and signatures have the same effect as paper originals to the extent permitted by law.
24.3 Each party is responsible for reasonable security of its systems and accounts. A change to wire or payment instructions is not effective unless independently confirmed using a known telephone number or other previously established channel. The Customer shall not rely solely on an email requesting changed payment details.
24.4 Kope may process and disclose shipment and party data to carriers, agents, insurers, financial institutions, technology providers, and authorities as reasonably necessary to perform services, obtain payment, manage risk, or comply with law.
25 Term, Suspension and Termination
25.1 These Conditions continue for all services until replaced or terminated prospectively. Either party may terminate an ongoing general relationship on 30 days’ written notice. Termination does not cancel an accepted shipment or affect accrued rights, Charges, liens, claims, confidentiality, indemnities, liability limits, or dispute provisions.
25.2 Kope may suspend or terminate services immediately for nonpayment, credit deterioration, material breach, insolvency, safety or security concerns, suspected unlawful conduct, sanctions risk, or failure to provide required information or authorization.
25.3 Kope may revise these Conditions prospectively. Kope will post revised Conditions at https://www.kopelogistics.com/tc not less than 30 days before the stated effective date and will give direct notice of a material revision through the Customer’s designated account contact, account portal, quotation, booking confirmation, or other established communication channel. Tender of Goods, acceptance of a quotation or booking, or continued use of services after the effective date and receipt of notice constitutes acceptance of the revision. A revision does not apply to cargo already accepted unless the Customer agrees or applicable law requires the change. After a revision takes effect, Kope will retain the prior version and its effective dates.
26 Governing Law, Venue and Jury Trial Waiver
26.1 These Conditions and the relationship are governed by Florida law, without regard to conflict-of-law rules, except where federal law, an international convention, or another mandatory law applies.
26.2 The parties shall first attempt in good faith to resolve a dispute through representatives with authority to settle. This does not extend a claim or suit deadline.
26.3 Subject to mandatory jurisdiction rules, the exclusive venue for any action is the state courts in Miami-Dade County, Florida, or the United States District Court for the Southern District of Florida. Each party consents to personal jurisdiction there.
26.4 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY ACTION ARISING FROM OR RELATING TO THE SERVICES, GOODS, OR THESE CONDITIONS.
27 General Provisions
27.1 No waiver is continuing, and delay in exercising a right is not a waiver. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue.
27.2 The Customer may not assign the relationship or any claim against Kope without Kope’s prior written consent. An insurer’s lawful subrogation rights are not impaired, but a claim by an insurer, subrogee, or assignee is subject to Section 14.5. Kope may assign receivables and may assign or subcontract performance consistent with these Conditions.
27.3 Headings aid reference only. Singular includes plural as context requires. References to law include amendments and successor provisions. English controls over any translation.
27.4 These Conditions, the governing Transport Documents, applicable tariff, any applicable negotiated rate arrangement, and any signed customer-specific agreement form the entire agreement for the services and supersede inconsistent prior discussions. A modification must be in a writing signed by authorized representatives of both parties, except for prospective revisions under Section 25.3 and lawful tariff changes.
27.5 Notices concerning default, termination, claims, or legal process must be in a record capable of retention and sent to the address or designated contact shown in the applicable account records or Transport Document. Operational shipment messages may be sent through the ordinary agreed communication channel.
