TERMS AND CONDITIONS OF SERVICE OF SHALOM LOGISTICS, Inc., Corp.
Each and every one of the services offered by the company Shalom Logistics, S.A. Of C.V. (Hereinafter referred to as SHALOM) are subject to these Terms and Conditions of Service hereinafter THE TERMS, any service provided by SHALOM that is not described in THE TERMS will be governed by the terms and conditions that SHALOM and the client agree in an independent document.
In the case of services contracted through the portal http://www.shalomlogistics.com.mx (hereinafter referred to as the “Website”), the User and/or Client expressly declares their acceptance using electronic means, in terms of the provisions of article 1803 of the Federal Civil Code; and is subject to the guidelines, rights and restrictions mentioned herein.
SHALOM, its branches and subsidiaries reserve the right to modify this document at the time and under the circumstances that are most convenient for them, being these changes in effect at the time of their publication on the Website.
- General Information
SHALOM, is a legal person constituted by public deed number 19,904 dated July 6, 2011, signed before the attorney of Carlos Francisco Castro Suarez, Notary Public number 110 of the State of Mexico, registered in the Public Registry of Property and Of Commerce of the city of Tlalnepantla, State of Mexico under number 20512 * 9, domiciled at Av. Lopez Mateos num. 32 Col. Garden Valley of St. Monica, Tlalnepantla, Edo. De Mexico, PC 54050.
2. Use of the Website
The Website is for the exclusive use of current and potential Clients (Users) of SHALOM, as well as their interaction with the latter, and may not be used for any other purpose, person or entity. It is understood that all information or content generated or derived from the relationship between the User and/or the Client and SHALOM may only be used by them for the purposes of the contracted service.
SHALOM grants to the User a revocable, non-sub licensable and limited license to access the Website Content solely for your personal and non-commercial use in connection with the use of this and SHALOM. The User may not copy, download, reproduce, duplicate, archive, upload, modify, translate, publish, broadcast, transmit, retransmit, distribute, perform, display, sell, make available, or use the content contained within the Page Web.
Also, it is strictly forbidden to create works or materials (including but not limited to fonts, icons, link buttons, wallpapers, desktop themes, online postcards, mounts, mash-ups and similar, greeting cards and unlicensed goods) arising from or based on the Content of the EL SHALOM Web Site.
For purposes of the TERMS, the following words, when used with initial capital letters, will have the definition assigned to them, without prejudice that they are used in singular or plural or any other terms that are defined throughout these Terms and Conditions of Use.
1. The User.
– Any natural or moral person who accesses to the website, and/or any of the subpages that displays its content and/or to any person of any nature who registers or use any of the services offered through the page, same who accepts these terms and conditions of use from SHALOM service.
2. The Client.
–Any physical or moral person making use of SHALOM services according to these TERMS.
–It refers to those government offices in charge of collecting the rights they receive for the export or import of Goods, are the places authorized for entrance or departure of Goods from the national territory and the means in which they are transported or driven
4. Custom Broker.
–It refers to that individual authorized by the Ministry of Finance and Public Credit through a patent, to promote the Merchandise Dispatch in the different customs regimes provided for in the Customs Law in force,
– It refers to any damages that may occur to the goods at the time of import and/or export.
6. Supply Chain.
–It refers to the mobilization of import and/or export goods, with the customs processes and their respective transfer to the final destination. Carrying out the storage and inventories, maneuvers and/or any other logistic resource; the distribution has the function of obtaining materials, transformation of said materials into intermediate products, finished products and distribution of these finished products to the consumers.
7. Letter of Instructions
– It refers to that document specifying the services contracted by the Client.
8. Bill of Landing
–It is an own document of the maritime transport that is used in the frame of a contract of transport of the Goods in a ship in regular line. The purpose of this document is to protect the shipper and consignee from the load against the shipper and give each party confidence regarding the behavior of the other.
–It is the natural or moral person that by itself or by mandate of another; he/she is authorized by the Bill of Lading or Master Document, to receive and release the load addressed to him/her.
– It refers to that physical document delivered by SHALOM to the Client, which protects in a complementary way these Terms with respect to the contracting of the Services.
11. Personal Data.
–Any numerical, alphabetical, graphic, acoustic or any other information concerning the shareholders, administrative and operational personnel of The Client and/or SHALOM, as well as their respective clients and/or suppliers, that serve to identify them.
12. Dispatch of Goods
–It refers to that set of acts and formalities relating to the entry of Goods into the national territory and their departure from it by any Customs of the country, which according to the different traffic and customs regimes established in the Customs Law, must carry out in The customs authorities and the Consignees, recipients, owners, possessors or holders in the imports and the senders in the exports, as well as the agents or proxies customs.
13. Master Document.
–Is a Bill of landing that issued by the natural or legal person that is constituted according to the law as Carrier, exploiting one or more means of transport directly.
–It is that individual or legal entity that by itself as the owner of the Goods or as commission agent of the owner of the goods performs the action of concluding the contract of transport and/or agency with the obligations derived from the shipper.
–It refers to that amount of money that corresponds to SHALOM for the performed Services.
16. Confidential Information.
–It refers to all information, which SHALOM receives in written, verbal, by electronic means or any other means, which relates to or contains information about the Client concerning business, clients, suppliers, trade secrets, methods, processes, procedures , files, documents, communications, emails, telephone calls, records, data, personal data, images, news, business plans, client lists, additional and/or complementary information, budgets, work programs, infrastructure, computer equipment, machinery, research and development of new products, patents, trademarks, trade names, technology, systems, software, source codes, databases, programs, plans, formulas, inventions, creations, improvements, designs, know how, exhibitions, projects, contracts, agreements, settlements, fees, records, offices, material supports and any type of communiqués made by any means between SHALOM, the Client and Third Parties, before or after the conclusion of this agreement of wills. Information that by its relevance is considered secret and confidential by the Client, circumstance on which SHALOM has been advised; with the exception of information that is in the public domain or with the prior written consent of The Client. It will also be considered confidential information related to marketing, systems, legal matters, human resources, business plans, databases, internal procedures, logistics, imports and/or exports, tax information, financial information, information related to shareholders and partners, prices, strategic partners, means and forms of distribution and all information that directly or indirectly relates to the points listed above, because it means a competitive or economic advantage against third parties, should at all times SHALOM keep such information, out of reach of the general public as well as be treated as private and not for publication or disclosures of any kind.
17. Infrastructures, technology and information systems.
–It refers to those technological means and computer systems which the Logistic Operator disposes to carry out the activities of means of transport and warehouses, where to deposit and to manipulate the Goods of the Client.
–It refers to those products, articles, effects and any other property, even if the laws consider them inalienable or irreducible to private property.
19. The Shipping Company.
–It refers to a natural or legal person whose object is to operate and exploit one or more vessels owned or under his/her possession, even if it is not his main activity, according to the Law of Navigation.
20. Logistic Operator
–It refers to a person who, on behalf of another, designs, coordinates, organizes and controls the processes of one or several phases of the Supply Chain (provisioning, transportation, customs, storage, distribution and even certain activities of the production process,) organizing, coordinating, managing and controlling such operations, using Infrastructures Technology and Information Systems, own or from others, regardless of whether it provides with its own or subcontracted means. It is also who defines and structures the different phases of the logistics process by itself or in common agreement with its client, allocating the necessary resources for the fulfillment of the delivery times and planning the correct gear of the various phases of the process; for the correct Dispatch of Goods; coordinating the services of storage, international transport, national distribution, complementary services, management activities, customs procedures, as well as any subject of consultancy
21. Commercial Invoice
– It refers to that official document informing to the customs authorities the intended destination of Merchandise.
–Is the physical or – It is the individual or legal entity that has the characteristic of being a unimodal or multimodal carrier having the corresponding legal authorizations and directly exploiting means of transport owned or chartered by it, whether by sea, air, land or rail.
23. Preliminary Recognition.
–It is the physical documental check to the goods to import and/or export, for that proves the load’s state.
24. Customs Regime.
– It refers to the given destination of good to the entrance or exit from national territory.
– It refers to that contract whereby The Client pays a premium to receive a compensation respecting the ensured Merchandise, in case of suffering an accident, theft or misfortune.
–It refers jointly to the logistics solutions services in the Supply Chain in the mode of Logistic Operator offered by SHALOM that are contracted by the Client as requested in the Letter of Instructions. Such Services may be: (I) technical support, (II) legal and (III) professional services, related to the import, export, storage, distribution, customs and other processes that arise from the Goods that the Client requires consign to SHALOM for the proper compliance of the customs, logistics and foreign trade provisions, according to the Customs Regime to which the Goods consigned to it are subject.
27. Third Parties.
– It refers to those physical or moral people alien to the relationship between SHALOM and the Client.
4. Acceptance Terms by The Client
By contracting the Client the SHALOM Services, either directly or through the Website, regardless of the signature of the respective Contract, the Client accepts all these Terms, which are not in any way negotiable, as well as those terms and conditions of any other agreement relating to Services between SHALOM and The Client. No person shall be authorized to alter or modify these Terms.
5. Contracted services by the Client
1. By virtue of the Services offered on the Website, SHALOM is strictly obliged to carry out all the necessary activities to project, control, coordinate, direct, contract for the Client (who will be the Shipper or Consignee), and accomplish those activities necessary to carry out the international transport of Goods by one or more means of transport, providing the necessary complementary services to achieve the fulfillment of the Contracted Services. 2. In contracting the Services, the Client acknowledges that SHALOM is complying with the Services requested in the terms described in the Letter of Instructions. The Client acknowledges that this Letter of Instructions, when filled out by him/her, is his/her responsibility as in the figures that he/she establishes and as a consequence there will be an obligation to pay the Services contracted and made. SHALOM remaining with the right to demand by means of judicial action the corresponding payment, in accordance with the stipulated in the Code of Commerce of the United Mexican States.
- The acceptance of these TERMS will imply in the cases that apply that SHALOM bears and therefore accepts the obligations that correspond to it to fulfill a Carrier according to the Law of Navigation, Civil Aviation Law, General Communications Law, Code of Commerce, or any order of the United Mexican States that refers to the obligations of the Carrier whatever the means.
6. From Obligations of the Client with respect to Services
The Client guarantees that the Letter of Instructions is correctly described and specifies the Services that you wish to contract with SHALOM. Likewise, the Client will be responsible for all charges, including transportation charges and possible surcharges, customs and tariff contributions and assessments, including all Fees related to the Services and, if applicable, complementary services, penalties and government fines, Taxes, attorneys’ fees and legal costs related to the contracted Services
7. From Applicable Legislation and Applicable Competence to the Services
Both SHALOM and the User and /or Client waive and decline any other competence than the law of the United Mexican States, accepting the jurisdiction of Mexican law and submitting to the Local Courts of Mexico City and renouncing any other that for reason of their present or future addresses may correspond to them. The foregoing is without prejudice to the right of SHALOM to seize property and to take legal action in any other jurisdiction, for the collection of sums due under these TERMS.
Regarding the applicability of the corresponding treaties in the scope of international law in the matter of unimodal or multimodal transport, it is agreed that these provisions will be applicable to the Carriers or Shipping companies because they are the direct transporter lines, but in the case of SHALOM is simply applicable under the terms of this agreement and in accordance with the merits and scope of its services and in what corresponds to article 133 of the Political Constitution of the United Mexican States.
8. Conditions of SHALOM for the performances of the Services
SHALOM, with respect to the Services offered in the Web Page, will have in all cases only the relative responsibility corresponding to the Services; as a consequence, its responsibility is limited and indirect and will be strict and limited in terms of being a Logistic Operator, Coordinator of the Services in the Supply Chain.
The express responsibility of SHALOM will be to assist with the Client either Shipper, Consignee or other; to carry out and comply its operations of logistics and transportation of international cargo by means of unimodal or multimodal transport either individually or jointly, controlling, coordinating, directing and subcontracting on behalf of the Client the necessary operations and activities to lead the successful commission entrusted by the Client to SHALOM; only being responsible for its service and never from the obligations and responsibilities of the Carriers either individually, unimodal or jointly isolated multimodal or jointly being this by sea, air, land or rail.
In the case of complementary or auxiliary services to the Services, it will also be the responsibility of each individual agent to intervene in the service provided, and therefore SHALOM shall not be responsible for errors, lack of probity or wrongful acts performed by those, but SHALOM shall be obliged to cooperate with the Client or with whom he/she designates to solve the problem and to lead the operation to a good end. Each individual intervening agent must respond in accordance with the applicable Mexican legislation according to the nature of the activity performed.
In those cases in which the Services requested by the Client imply the support of a customs clearance, the Customs Broker will be specifically responsible for the services rendered according to its character and patent will be specifically responsible; and in accordance with the Customs Law.
9. Modalities and Responsibilities of SHALOM respecting the Services
The Services provided by SHALOM, in which the subcontracting of services of Transporters is required, this contract shall be understood to be made in the name of The Client since the transport service will be granted directly to the Client, therefore, SHALOM will only be responsible for the Obligations arising from the coordination of logistics services and the coordination of services provided by actual carriers.
In cases where there is the intervention of a logistic operator outside SHALOM, who resides outside the United States of Mexico, hereinafter referred to as ‘Correspondent Agency’, which, by virtue of an import or export logistics operation, in turn requests in collaboration or subcontract the services of the Logistic Operator, for the purpose of concluding such operation and releasing the Merchandise, the Correspondent Agency shall be responsible for responding in turn to the Client, in the terms in which he/she has wanted to compel in front of him/her/them either through the provision of a supply chain agreement or in the terms of Carrier, and SHALOM is obliged to respond only to all specific acts that it has been entrusted with in writing or electronically, specifically In the liberation of the Merchandise and not by the operation as a whole.
In accordance with the Services that the Client entrusts to SHALOM to assist in the international transportation, storage, customs clearance of Goods, SHALOM is declared and confers the absolute right; to subcontract, in turn, the unimodal, multimodal, international transport, customs agents, warehouses, among others, whether individually or coordinated, which best considers that it will comply with the requested service, The Client understands that this service subcontracted, will always be of quality and with shipping agents of recognized effectiveness but limiting their responsibility strictly to the object of the supply chain contract and never absorbing or standing in solidarity with the actual shipping agent(s). Therefore, this is in accordance with article 285 of the Commercial Code of United Mexican States.
10. Liability of Logistic Operator with respect of Goods and Insurances.
The Client will be the responsible to contract the Services of SHALOM for the data and characteristics provided to carry out the operation in the Supply Chain, so it will be understood in all cases that the actual content of the Goods will be of the nature, volume and characteristics that the Client declares in the Letter of Instructions.
The Client must request the contracting of the Insurance of the Goods to be transported, so that at all times it will be the obligation of the Client to notify SHALOM if it has insurance or wants to contract it and it will be at all times responsibility of the Client to be insured or not and never of SHALOM.
The Client will be in charge of the cost of contracting the Insurance that protects the Merchandise, which must request it in writing to SHALOM.
11. Responsibility of the Ship-owner or Carrier
The terms in which the shipping line company is forced are those indicated on the obverse of the Bill of Lading, Bill of Loading Master, Airway Bill Master or Shipping Stub of the transport line, in accordance with articles 98, 100 fraction X 101, 102 of the Law of Navigation of the United Mexican States, and the international treaties in force. Whenever, by virtue of a water transport contract, the Ship-owner undertakes before the Shipper or loader to transfer the merchandise from one point to another and deliver it to its recipient or consignee by paying freight.
12. Termination of Obligations with the Ship Operator
The Client, consignee will pay the shipping line the price of the freight contracted through SHALOM, including payment for the provision of logistics coordination services and whose amount covers the Letter of Instructions, Contract, or invoice issued by SHALOM to the Client.
In the case of delays in the service of the Shipping Line, the responsibility of SHALOM is to assist with the Client being a Shipper, Consignee in the successful completion of operations and in the release of the Goods. The Shipping Line individually must respond in the terms of the applicable Mexican legislation according to the nature of the carried out activity and in the terms in which it was forced.
The Client agrees that in the cases of logistic operations in which the Goods once entered into the different Customs of which they are treated and for reasons absolute responsibility of them determine the abandonment of said goods, this act will not release the Client, Consignee or owner of the same to pay the services understanding for them the payment of the service of SHALOM, as well as their ancillary expenses such as the expenses of delays and stays in the enclosures since, due to its legal nature, it will always be the obligation of the Client.
SHALOM is exempt from payment of these accessory expenses and will have legal action; it is in contribution with the Carrier(s) against that or those who have expressly or tacitly determined the abandonment of the goods object of the Services. In these cases, the Client will assist SHALOM in the recovery of these payments.
It is also agreed that in analogous cases where SHALOM is contracted to coordinate transport operations and where rail, air, land or multimodal means of transportation are used, the obligation of the carrier shall be in the same terms as the document that issues and which in turn are the representative document of the goods, which individually or jointly will be called the Master Document; as well as in the terms established in specific laws and/or international treaties and ratified by Mexico. SHALOM being solely responsible for the service in accordance with these Terms.
13. Responsibilities and Obligations of the Loader, Consignee or Client that contracts the Logistic Operator
It will be the responsibility of the Client to contract the Services of SHALOM, the Goods to be transported, as well as the data and characteristics of the same that provides for the carrying out of the transport operation, so it will be understood in all cases that actual content of the merchandise will in all cases be the “who claims to be” the Client.
The Goods to be transported must be properly packed and packaged according to the merchandise in question, being this responsibility of the Client.
14. Derivative actions
SHALOM may request payment of damages and prejudices caused by any breach of these Terms if because of these SHALOM incurs to extraordinary expenses, liability to the CLIENT, shippers or consignees or that because of its reputation is directly affected commercial.
15. Grievances and complaints
Unless has been given of notice loss or damage in writing by THE CLIENT to SHALOM, at the time of delivery of the Goods to the Consignee, this delivery of evidence of goods transported and delivered in good order and condition shall be considered. When loss or damage to the Goods is not apparent, written notice shall be given within 7 days from the day following the delivery of the Goods. In the absence of such written notice, the provision of prima facie evidence of the Goods transported and delivered in good order and apparent state shall also be deemed to be provided
Other claims will be made within 14 days of the date the Client learned or should have become aware of the loss or damage. And any claim that is not made will be deemed waived, unless the Client can prove that it was impossible for him/her to meet the deadline and that he/she has made the claim as soon as possible.
16. SHALOM as Logistic Operator:
SHALOM as Logistic Operator, will be in charge of:
- The coordination of Services is requested by the Client through the Letter of Instructions, supervising the execution and fulfillment of the necessary activities in the Supply Chain.
- The coordination of storage services, international transport, national distribution, management activities, customs procedures, as well as any object of consultancy. SHALOM in the performance of Services that are the object of these Terms, in relation to storage services, will select and contract the most convenient Storage for the Client, where the coordination of the entrances, storage and exits of the Merchandise will be carried out, according to the requirements of the client.
- Verification of the Customs Procedures, through the Customs Brokers, advising and coordinating customs procedures.
- The coordination of the Insurance, for the securing of the Goods at the request of the Client.
- The coordination of the contracting of Custody for merchandise at the request of the Client, during national transits, national distribution and storage.
- Regarding to SHALOM international transport services, it will coordinate and select the optimum transport in its three modalities; air, sea and land, depending on the required operation based on delivery deadlines, transit times and tariffs.
- For the national distribution, SHALOM will coordinate the delivery of the Goods in smaller transport units, Port-Door or Ware-Door, depending on the needs of the Client.
- Regarding to management activities SHALOM coordinates the logistics of distribution, programming and design of logistics plans.
- Regarding to complementary services SHALOM coordinates services such as labeling, packaging, loading and unloading maneuvers, wrapping, as well as any technical requirements that the Client has entrusted in accordance with the Letter of Instructions.
- Provide Consultancy and Advisory in Logistics and Customs Matter
17. Consultancy and Advisory in Logistics and Customs Matter
SHALOM will be able to carry out the necessary consultancy and advisory to the Client in Logistics and Customs matter within a supply chain, which it will be paid depending of the cases and topics that the Client needs, in which will determine the points of analysis and research which SHALOM will take their fees depending of the time invested.
Consultancy and Advisory may give a clear overview to the Client related to the Customs and Logistics aspects in the Supply Chain, in which SHALOM will review, analyze, investigate and will give the route that best suits the Client.
In the event that the Client carries out the import and/or export operation of goods on its own account, without intervention of SHALOM, The Client may request the Consultancy and Advisory services in logistics and customs matter to SHALOM for the investigation of the goods’ status. This does not guarantee the introduction and/or extraction of merchandise to the country, so SHALOM is only providing the services of investigation, consultancy and advisory that allows clarify clarity to the client for possible mistakes and omissions in the operation.
If the research and advice provided in the operation is favorable, the Client may request to SHALOM the complementary services necessary for the introduction and/or extraction of the Import and/or Export Goods.
SHALOM will not make any return related to services of advisory, consultancy, research and Client service.
18. Communication between The Client and SHALOM with respect of Services
By virtue of these Terms and to fully comply with the services, The Client and SHALOM are compromised respectively to the following:
- The Client must have exclusive contact with SHALOM for everything related to the Services in the Supply Chain.
- SHALOM shall maintain communication with its different suppliers within the Supply Chain and communication as often as required with the Client.
Regarding the ‘communication’, by means of common and habitual emails in the operations of the provider with the Client and its suppliers the following NOM will be applicable:
The Federal Law on Metrology and Standardization establishes that the Official Mexican Standards are constituted as the ideal instrument for the protection of consumer interests, on March 20, 2002, the National Consultative Committee for Standardization of User Safety, Commercial Information and Trade Practices, unanimously approved the norm referred to is the MEXICAN OFFICIAL STANDARD NOM-151-SCFI-2002, COMMERCIAL PRACTICES – REQUIREMENTS THAT MUST BE OBSERVED FOR THE CONSERVATION OF DATA MESSAGES.
19. Liability Limitation of SHALOM.
- SHALOM will not be responsible for any damage, theft, loss caused in the operation.
- The Merchandise will always travel at the Client’s risk and expense; SHALOM will not ensure the same without presenting written express order.
20. Customs Services
In addition to the obligations established in the present Terms, SHALOM, at the request of the Client, in respect of customs services may bind the Client:
- Outsource and coordinate the Customs Broker Service which is required for the services performance.
- Coordinate the import and/or export of the goods of the Client
- Collect and revalidate the bill of landing in any entrance port and/or airport to the country and from the consigned guides to the Client both in airlines, shipping lines authorized for the management of good within the customs established in airports and shipping ports of Mexico, with previous power letter which will be granted annually by the Client.
4. Open a file for each import and/or export with all the documentation proving the operation (Order, invoice, purchase order of the Client, bill of lading or air guide, documents proving compliance with the requirements regarding restrictions or non-tariff regulations on the corresponding import, expense accounts, statements of value, spreadsheets, etc.)
- Perform the Prior Recognition of the Goods, and take photographs that will be sent by e-mail to the Client when there are missing or malfunctions together with an e-mail notification of such situation within 24 (twenty-four) hours after the completion of the Prior Acknowledgment and before the Dispatch of Goods.
- Classify the Merchandise that will be imported and/or exported by the Client, according to the Tariff of the Law of General Taxes of Import and Export (“TIGIE”).
7. To elaborate and/or to review in a correct and legal way the Orders of import and/or export, as well as to verify the fulfillment of the non-tariff regulations and restrictions that are required according to the assigned Customs Regime.
- Keep a control of the advances that is granted to the Client for the taxes application in the accounts of expenses.
9. Subcontract and coordinate the maneuvering, loading and unloading services required to perform the operation within the authorized Customs. 10. Coordinate the Dispatch of Foreign Trade Goods in accordance with the Customs Law, Foreign Trade Law and other complementary provisions before the corresponding customs authorities.
- Provide the Client advisory in customs, logistic matters before, during and after the Dispatch of Goods.
- Elaboration and affixing of labels for compliance with official Mexican standards at the point of entry according to the Customs Regime and type of Merchandise, procedure to be carried out by SHALOM
- Request to the Client any additional information required for the proper import and/or export of the Goods on email.
- Fill out and deliver to the Client for review the value statements and spreadsheets that correspond to the shipment.
- In the case of external damages to the Merchandise, demand to the airline, shipping, land and/or customs agent, terminal the part of failure or missing, as the case may be and deliver it to the Client. In the case of complete containers, on the part of failure may be requested from the maritime terminal only when the lock declared in the BL does not coincide at the time of opening for prior, or in accident at the moment of carrying out the maneuvers of consolidation or deconsolidation of the Goods. The claims that may exist for missing origin should be made directly by the Client to whom it may concern,
- Request the amounts that are needed for the payment of taxes and shipping expenses
- Coordinate the custodian by vehicle in the Customs of the airports and shipping ports of Mexico according to the instructions indicated by the Client in writing.
- In case of incidents arising from the Dispatch of Goods, follow up with the corresponding instances, provided that the Client provides the information and documentation that receives or requires such a situation.
- Enter the letters of claims made by the Client for the airlines, shipping companies and/or return the acknowledgment to the Client.
For its part The Client must:
- Deliver the corresponding power of the order conferred to the Customs Broker
- Review and deliver the signed value declarations and calculation sheet of the goods
- Deliver the complete documentation and necessary information for SHALOM to be able to handle efficiently and truthfully the operations of foreign trade of the Client.
- Deliver the original bill of landing or copy as the case may be, duly endorsed in favor of the Customs Broker for the shipments entrusted by the shipping ports, as well as all documentation for the dispatching of merchandise.
- Deposit the tax advances and expenses requested by the Customs Broker, necessary for the release of their shipment.
- Deposit the total expenditure and fees derived from foreign trade operation necessary for the release of the shipment.
- Follow up the obligation of SHALOM of the claims to the airlines, shipping companies, carriers and suppliers for lack of fault or origin.
- Receive the Goods sent at the airports and shipping ports of Mexico where Customs exist as soon as possible, respecting the order of arrival of each transport
- In the event that it considers appropriate, and it is required the presentation of derivative guarantees from fines related to foreign trade operations and that are attributable to the Client, will provide the documentation required to secure the Merchandise, or perform the Procedure with the insurer of your choice and will provide the guarantee that suits you.
The provision of the Services by SHALOM will be carried out in the Customs of airports and shipping ports of Mexico.
21. Actions of the Client to exercise with respect to the Services
In the event that the Client has any nonconformity with respect to the Services, it must be notified to SHALOM by any means of communication, indicating the nature and any other details thereof within fifteen (15) business days following the date in which emerges the nonconformity. Once the notification of non-compliance referred to in this paragraph has been received, SHALOM will inform the Client about the corrective measures it will adopt and, if the Client agrees, SHALOM will remedy the causes of said nonconformity, in the times agreed with the Client, reasonable measures may be necessary, given that these corrective actions shall in no case have an additional cost to the Client, provided that this is within the scope described in these Terms.
SHALOM undertakes to supervise the used staff for the Services, and will have to replace them when it considers that they are not providing the services as established in these Terms. Likewise, The Client has the right to request SHALOM the replacement of one or all people used by SHALOM to comply with the obligations with respect to the Services, when it is considered that they are not executing the Services in accordance with the provisions of these Terms, or when such staff carry out actions or omissions that the Client deems inappropriate or that affect his/her interests.
The Client acknowledges that SHALOM has no obligation of exclusivity respecting to the Services, so SHALOM shall have complete freedom to request and/or provide the Services to any Third Party.
In consideration of the Services the Client will pay to SHALOM as Fee the amount generated from time to time in accordance with the foreign trade operations assigned and in accordance with the established tariffs. SHALOM accepts that the Fees were agreed considering the total provision of the services with the characteristics specified in this instrument.
The Client agrees that the amount generated by the Fee will be paid to SHALOM once the services have been rendered and received to the satisfaction of the Client in accordance with the provisions of these Terms.
SHALOM may request the payment of fees in advance when necessary and The Client must pay before SHALOM performs the Services.
23. Bill Payment to SHALOM
In order to carry out the payment of the Fees, SHALOM must submit to the Client, by e-mail, the corresponding invoices, duly supported, disaggregated and with the necessary legal requirements in accordance with the applicable tax legislation. SHALOM will deliver the expense account and digital file to the Client with everything related to the operation and invoice of the Services of the Supply Chain.
The Client will collate and review the expense account and the digital file of the transaction and proceeds to pay SHALOM within no more than 7 days of the billing date.
24. Taxes and Permits
All taxes generated by the Services will be covered by the Client or SHALOM, as applicable, in accordance with the provisions of applicable tax legislation. In the case of definitive imports, the Client must make the deposit of advance of the taxes to the foreign trade so that SHALOM can carry out the Dispatch of Goods
SHALOM states that it has all the necessary permits, authorizations and licenses in force in accordance with the applicable tax legislation to provide the Services to the Client. Due to the foregoing, the Service Provider undertakes to indemnify, as well as to remove the Client in peace and safe and to pay damages and damages that the latter has derived from any claim that arises for the breach of this obligation.
25. Guarantee of the services
SHALOM agrees that the services must be provided on the dates, specifications, scope and characteristics established in the Letter of Instructions. In accordance with the foregoing, SHALOM agrees that Client may at any time choose not to receive the Services in case they do not comply with the provisions of the Letter of Instructions.
SHALOM in order to provide a better service, under its own account and responsibility, will assign at least one person handling the account of the Client (for each Foreign Trade operation) with the necessary technical knowledge and skills to perform the Services.
SHALOM recognizes that all Confidential Information received by the Company constitutes an industrial secret of the Client, in accordance with the provisions of Articles 82, 83, 84, 85 and 86 of the Industrial Property Law. In these terms, SHALOM expressly undertakes not to disclose directly or indirectly the Confidential Information provided to it by any means, unless there is prior written authorization from The Client.
Likewise, SHALOM is expressly obligated to protect the Confidential Information received and to restrict its disclosure only to certain persons (its own officers, directors, employees, lawyers, accountants, creditors, representatives and advisers), except when disclosure is required by law Applicable, regulation, judicial process or competent authority, as well as when in any way such information is either in the public domain, or is developed by SHALOM said Confidential Information independently of any previous disclosure made by the Client, or when it is obvious to a Technician in the matter
The obligation of confidentiality contained in this Clause shall remain in force even after the performance of the Services, regardless of its cause, for a term of five (5) years as of the date of such termination. Hence, SHALOM undertakes to indemnify and hold harmless The Client from any proceeding, demand, arbitration, notification, conflict, claim or controversy in general arising from breach of this Clause and to pay any damages said controversies generate to you.
27. Treatment of the merchandise, deliver and sending of bill.
SHALOM undertakes to keep the Goods assigned to it under its strictest responsibility, from the moment it is received until they are duly delivered to the satisfaction of the Client. Therefore, SHALOM is obliged to make the complete delivery of the Goods in accordance with what is established in the Order of import and/or export in the places and transportation indicated by the Client.
SHALOM undertakes to send to the Client the original orders along with the expense accounts, as well as all the documentation with which the Dispatch of Goods is verified.
In cases where SHALOM is established as a consignee, THE CLIENT is obligated at all times to respond jointly to any incident that occurs in respect of the Goods, regardless of what and is obliged to remove SHALOM from any fine or claim made By third party or authority; this responsibility shall remain in force until delivery of the goods to the Client or until the release of all responsibility of SHALOM on this.
28. Storage Service
In accordance with article 283 of the General Law on Securities and Credit Operations, faults or damages caused during the transfer of Goods shall be attributable to the Client, therefore, SHALOM shall not assume any responsibility for this concept. Likewise, SHALOM will not be responsible for the natural deterioration caused by the maturation of the Goods or the transformation of them by the mere passage of time; The CLIENT will assume the risk of any deficit in its Merchandise for these causes.
Goods of foreign origin for which import duties have not been paid shall be stored in warehouses duly authorized by the corresponding authority.
The Client expressly authorizes SHALOM to pay the amounts owed for storage and other incurred expenses.
The duties derived from the imported Goods will be updated in accordance with the Law; However the Goods in a Warehouse, with the customs provisions is subject to inspections, in which the Client expressly authorizes SHALOM to allow the customs authorities to re-inspect the Goods if requested.
The Client must instruct SHALOM expressly with respect to the special measures to preserve and store the Goods, by means of the Letter of Instructions, if not given notice in relation to the above, SHALOM assumes no responsibility in this regard.
For the ensured goods behalf of SHALOM to cover the risk of fire, or lightning, deductible premium and coinsurance will be the responsibility of the Client.
The execution of this agreement is a proof of the formulation, issuance and receipt of the deposit certificate with or without a court order, requested by the Client to the satisfaction of the same, although such negotiable instrument remains in the custody of SHALOM. These instruments have been duly prepared with the data provided by the Client.
Any instruction to receive and remove the Goods, The Client must always submit to SHALOM the information in writing.
In case of theft or loss, the client must pass through the procedure indicated in Article 42 to 68 of the General Law of Credit Securities and Operations.
In the event that the Public Prosecutor or judicial authority requires the assets deposited, because it is attached to an investigation or criminal proceedings, SHALOM must deliver them free of any liability.
In the event of bankruptcy, suspension of payment or exercise of the Client, the Contract or the performance of the Services will be terminated, as indicated in Article 114 of Bankruptcy and Suspension of Payments Law and if the deposited Goods are not withdrawn immediately, SHALOM is authorized to immediately start the auction procedure that is indicated in articles 21 and 22 of the General Law of Organizations and Auxiliary Loan Activities
Once the validity of this agreement has expired, what is indicated on each warehouse receipt SHALOM will be exclusive competence to keep the Goods deposit or to request their receipt by the Client. If the above does not happen, or if the stipulated storage fees are not remunerated, SHALOM may auction the Goods, observing the procedures established in articles 21 and 22 of the General Law of auxiliary supplements Loans Organizations and Activities in force.
Any accepted budget by the supplementary services that are presented at a later date will form an extension of this agreement, must being ruled by these Terms.
In the case of the existence of excess or deficit of Goods, due to the imputable errors to SHALOM, the deficit will be compensated with the excess of Goods.
The Client agrees that during the performance of the services, none of its employees or subcontractors of these either by themselves of by a related person will offer or promise to give money, valuables or any other gift to any public servant; that may constitute a breach of the law such as theft, fraud, bribery or influence peddling.
Likewise, the Client states that, during the performance of the Services by SHALOM, the client undertakes to act with strict adherence to the following rules of conduct, to combat extortion and bribery:
- To encourage workers to involve in the administration, supervision and/or execution of the Services, to comply with the commitments herein agreed and to spread the present commitment among its staff within a code of ethics and conduct. To avoid compensatory arrangements or contributions intended to unduly favor their employees, subcontractors or Third Parties. To reject likewise any type of compensation that might predispose it favor the same.
- To perform with honesty the carried out activities.
- To act with honesty, professional integrity and transparency taking care that the interests of the counterpart, the society or nation during the administration, supervision and/or execution of the services are not prejudiced.
- That by itself or through related person, including its employees, representatives and/or subcontractors, it will refrain from offering, promising, giving or accepting an undue pecuniary gain for or by public servants, in order to obtain or preserve a business or other improper advantage
- Report to the corresponding authorities the facts that are established and that could constitute administrative and/or criminal responsibility of any person who participates in the performance of the Services.
- Ignoring attitudes and carrying out acts that could damage the reputation of SHALOM or Third Parties.
- Do not steal, contract directly or indirectly and/or enter into any type of contract or agreement with Clients, suppliers and/or personnel of SHALOM and/or any other natural or legal person having a direct relationship with SHALOM.
In the event that SHALOM does not comply with its obligations respecting to the Services on the dates and with the quality, established specifications, scope and characteristics, the Client may terminate without liability, without judicial intervention and a written notification to the address conventional agreement signed by SHALOM in these Terms, which must be delivered at least five (5) working days prior to the date on which it is intended to complete the Services.
Both the Client and SHALOM may not assign the rights and obligations acquired under these Terms, unless it is a subsidiary or subsidiary company, with the prior consent of the counterparty.
32. Non-Working Relationship
The Client and SHALOM, hereinafter referred to as ‘the Parties’, expressly and jointly agree that all used staff to carry out their respective obligations relating to the Services, shall be personnel working exclusively for each of them. Likewise, the Client and SHALOM recognize that they have their own and sufficient resources to fulfill the obligations resulting from the employment relationship with their staff in terms of article 13 of the Federal Labor Law. In no case and any concept may any of the Parties be considered as a direct or substitute employer for the personnel of the other Party, so each party takes the responsible for all individual or collective claims that for any reason their workers could present, as well as the sanctions that may be imposed by the administrative or judicial authorities of work and social security. In accordance with the foregoing, the Parties agree to release to the other Party any claim, arbitration, notification, proceeding, conflict, claim or controversy in general that affects that Party and derives from its own staff, and to indemnify the affected Party of any expenses and costs that such controversies generate him.
33. Fortuitous Case or force majeure
The Client and SHALOM shall not be liable to their counterpart for delays or breaches resulting from fortuitous or force majeure, including without limitation, fire or other casualty, epidemic, pandemic, strike or labor dispute, war or other acts of violence. The term of the compliance shall be considered to be postponed for the equivalent time to the time lost due to said event when circumstances so allow. When the major cause or the fortuitous event, remains for more than 3 (three) months, the performance of the Services will be terminated.
If any term or provision of these Terms or their application, for any reason or to any degree, proves to be invalid or unenforceable, the rest of the same or the application of said term or provision to persons or circumstances other than the same are considered invalid or unenforceable, will not be affected, and the intention of the Client and SHALOM, in accordance with the provisions of article 1832 of the Federal Civil Code, will prevail.
35. Privacy Notice
The Personal Data provided by the Client collected by SHALOM are necessary to: (I) integrate your file as a User; (II) provide the SHALOM Service; (III) evaluate the quality of Service and (IV) offer complementary services and new service options. All of the above constitutes the existence, maintenance and fulfillment of the legal relationship that the Client will have with SHALOM derived from the Service. In addition, the information provided by the Client may be used to carry out location management, the offer of SHALOM Services and the promotion of these. Your personal data (excepting financial and patrimonial?? data) can be transferred to any company of services or commercial of SHALOM, in order that they offer you products and services that they commercialize. To know our integral privacy notice visit http://www.shalogis.com/aviso-privacidad.php
37. Intellectual Property Rights
All the content and images of the website are copyright protected. All rights reserved.
You are notified that all existing content on the website may not be distributed, reproduced, copied, made public or make any other use of the same information, unless you have the express written permission of SHALOM.
The SHALOM logo and / or SHALOM products referred to herein may also be trade names or trademarks of SHALOM even in other countries, so it is prohibited to use or reproduce it without SHALOM’s written permission.
38. Applicable Legislation and Jurisdiction
These terms shall be construed and ruled by the applicable laws of Mexico. Likewise, The Client and SHALOM are expressly submitted to the jurisdiction and competence of the competent federal courts of Mexico City, expressly waiving any jurisdiction that could correspond to them by virtue of their nationalities and/or present or future domiciles, or by any other reason.