Merkay Invoices, Quotations, and Booking Confirmations
These documents are incorporated by reference and form a single binding agreement.
3. ROLE OF MERKAY (FORWARDER & NVOCC)
3.1 Merkay acts as:
Freight Forwarder (agent), and/or
Non-Vessel Operating Common Carrier (NVOCC) when issuing a House Bill of Lading (HBL).
3.2 When an HBL is issued, Merkay shall be deemed the contracting carrier for that shipment.
3.3 Merkay may subcontract services to carriers, truckers, terminals, warehouses, and agents at its sole discretion.
4. QUOTATIONS & RATE VALIDITY
4.1 All quotations are based on the information provided at the time of request. 4.2 Rates are subject to change due to:
Carrier rate fluctuations
Fuel surcharges
Port congestion
Currency fluctuations
Government regulations or tariffs
Weight, dimension, or commodity discrepancies
Exams, inspections, or regulatory actions
4.3 Any services not explicitly included in a quotation shall be billed separately.
5. INVOICES, PAYMENT TERMS & CREDIT
5.1 Standard payment terms are Net [7/15/30] unless otherwise agreed in writing. 5.2 All invoices are due without deduction, offset, or delay. 5.3 Any invoice not disputed in writing within seven (7) calendar days shall be deemed accepted and approved. 5.4 Late payments may incur:
Interest up to 1.5% per month
Collection agency fees
Legal fees and enforcement costs
5.5 Merkay reserves the right to suspend services, hold cargo, or revoke credit terms for overdue accounts.
6. WAREHOUSING, STORAGE & DEDICATED SPACE
6.1 All cargo stored at Merkay facilities is subject to storage, handling, and operational charges. 6.2 Dedicated warehouse space, pallet storage, and operational usage are billable services whether per shipment or ongoing. 6.3 Continued storage of goods and/or prior payment of storage invoices constitutes acceptance of applicable storage rates. 6.4 Merkay is not responsible for delays, deterioration, or damages caused by extended storage due to Customer delay.
7. LIEN AND RIGHT TO HOLD CARGO
Merkay shall have a general and continuing lien on all cargo, documents, and property in its possession or control for:
Freight charges
Storage charges
Handling fees
Demurrage and detention
Legal and collection costs
Merkay may hold, store, or dispose of cargo in accordance with applicable law to recover unpaid balances.
8. HOUSE BILL OF LADING (HBL) TERMS
8.1 When a House Bill of Lading is issued, it shall govern the contract of carriage. 8.2 All HBL terms, including liability limitations and defenses, are incorporated into these Terms. 8.3 Underlying carriers, agents, truckers, terminals, and warehouses shall benefit from all liability limitations (Himalaya Clause).
9. LIMITATION OF LIABILITY
9.1 Merkay’s liability, whether as Forwarder or NVOCC, shall be limited to the lesser of:
$500 per package (COGSA standard), or
The amount recoverable from the underlying carrier, or
Freight charges paid for the shipment.
9.2 Merkay shall not be liable for:
Consequential or indirect damages
Loss of profits or market
Delay in transit
Carrier actions or omissions
Customs inspections or government holds
Force majeure events
10. CUSTOMER WARRANTIES & INDEMNIFICATION
Customer warrants that:
Cargo description, value, and HS codes are accurate
Goods are properly packed and labeled
All regulatory requirements are met
Customer shall indemnify and hold Merkay harmless from:
Fines, penalties, duties, or taxes
Misdeclaration liabilities
Regulatory violations
Third-party claims arising from inaccurate documentation
11. DEMURRAGE, DETENTION & ACCESSORIAL CHARGES
Customer is responsible for all ancillary charges including:
Demurrage
Detention
Port storage
Chassis fees
Exam fees
Re-delivery, rework, or inspection costs
Such charges are payable regardless of fault or dispute with third parties.
12. IMPORTER OF RECORD & COMPLIANCE
Unless expressly agreed in writing, Merkay shall not act as Importer of Record. Where Merkay agrees to act as IOR, Customer assumes full financial and compliance responsibility.
13. INSURANCE
Cargo insurance is not included unless expressly requested and confirmed in writing. All shipments move at Customer’s risk unless insured.
14. FORCE MAJEURE
Merkay shall not be liable for delays or losses caused by events beyond its control including but not limited to:
Port congestion
Strikes or labor disruptions
War or political unrest
Pandemics
Natural disasters
Government actions
15. ELECTRONIC COMMUNICATION & COURSE OF DEALING
Customer acknowledges that bookings, quotations, invoices, and service instructions transmitted via email, electronic systems (including CargoWise), or digital platforms constitute legally binding communications.
Prior course of dealing, continued use of services, and payment of invoices shall constitute acceptance of these Terms.
16. COLLECTION & LEGAL ENFORCEMENT
Unpaid balances may be referred to collections or legal action without further notice. Customer agrees to be responsible for:
Attorney fees
Court costs
Collection agency fees
Enforcement expenses
17. GOVERNING LAW & JURISDICTION
These Terms shall be governed by the laws of the State of New Jersey. All disputes shall be subject to the exclusive jurisdiction of the courts located in New Jersey, USA.
18. ENTIRE AGREEMENT
These Terms, together with Merkay’s HBL, invoices, quotations, and warehouse agreements, constitute the entire agreement between the parties and supersede all prior discussions or understandings.