The Proponent’s air transport brokerage operations are conducted based on this commercial proposal, applying to shipments whether or not they are covered by the Proponent’s standard Air Waybill. It is also applicable to simple deconsolidation operations covered by third-party Air Waybills.
All services provided by the Proponent are based on national air legislation, international conventions ratified by Brazil, and the Air Waybill issued for each operation or transaction.
The conditions set forth herein complement the Air Waybills and other transport documents covering the agreed services. However, in the event of any conflict between the conditions of this commercial proposal and other regulations, these conditions shall prevail.
1. DEFINITIONS
1.1. “Bill of Lading” (as used in this document) includes conventional Bills of Lading, as well as electronic and express invoices, “Air Waybill of Lading” (AWB), and all similar documents.
1.2. “Transport” means all operations and services performed by the Proponent concerning these goods.
1.3. “Charges” means freight, dead freight, and all expenses and financial obligations for which the Merchant/Consignee is responsible.
1.4. “Goods” means the cargo or merchandise received from the shipper and described in the Bill of Lading, as well as any container not provided by or on behalf of the Carrier.
1.5. “Merchant” refers to the contracting party for the services and includes the shipper, sender, recipient, consignee, AWB holder, owner of the goods, endorsee of the Bill of Lading, or any person entitled to possession of the goods. All such parties are jointly and severally liable for the obligations incurred when contracting the services of the Proponent and third parties engaged by the Proponent.
1.6. “Carrier” means the airline. It is the issuer of the Bill of Lading and its loading or unloading agents.
2. ACCEPTOR’S RESPONSIBILITY
2.1. The description and information regarding the goods declared in the Bill of Lading are the sole responsibility of the Merchant/Consignee, who shall be liable for any charges resulting from inaccurate information or declarations, including customs fines and operational costs for correcting such data (correction letter fees and customs fines). Cargo insurance must be arranged by the Proponent, with the client’s approval.
2.2. The Merchant/Consignee guarantees compliance with all laws, regulations, and requirements imposed by the relevant authorities involved in international trade and transport operations and shall pay all taxes, fees, fines, expenses, and losses incurred or suffered due to any illegality, inaccuracy, or insufficiency in information, labeling, numbering, addressing, or any other aspects related to the goods and the operation.
2.3. The Merchant/Consignee further guarantees that the goods are properly packed and stowed to withstand the inherent risks of transport, considering their nature and in accordance with applicable legal and technical regulations and requirements.
2.4. Goods that are or may become hazardous, flammable, harmful, or otherwise capable of causing damage to any property or person must be offered for transport only with the prior express written consent of the Proponent or the Carrier. The transport equipment used to accommodate the goods must be correctly labeled to indicate the nature and characteristics of such items, enabling immediate identification of their contents. If the goods are delivered for transport without written authorization or proper labeling, or if, in the opinion of the Carrier or the Proponent, the items are or may become hazardous, flammable, or harmful, they may, at any time, be destroyed, disposed of, abandoned, or rendered harmless without compensation to the Merchant/Consignee and without prejudice to any amounts due to the Carrier or the Proponent.
2.5. The Merchant/Consignee shall defend, indemnify, and hold the Proponent harmless against any loss, damage, claim, liability, or expense of any nature arising from any breach of the Bill of Lading (or any other transport document) and/or this commercial proposal, as well as from non-compliance with any legal obligation or any cause related to the goods, for which the Carrier and the Proponent shall not be held responsible. In the event that corrections are required for the Bill of Lading or the Cargo Manifest, the Merchant/Consignee shall be responsible for any fines that may result. To carry out the requested modifications, the Carrier or the Proponent may require a letter of indemnity and a financial guarantee, such as a deposit. These guarantees are intended to protect the Proponent against fines that may be imposed under Brazilian customs legislation.
2.6. The Merchant/Consignee must obtain Cargo Insurance to ensure full compensation in case of loss or damage. If the insurance is contracted directly by the Consignee, they shall not have the right of recourse against the Proponent, in accordance with Article 754 of the Brazilian Civil Code.
2.7. The Proponent shall not be held responsible for the denial of the TC-4 concession, as its obligation, when contracted, is solely to request it from the airline. Therefore, in the event of denial, the Proponent shall not be liable for any additional storage costs incurred by the Merchant/Consignee. The same applies to any customs regime, benefit, or advantage whose request is made by the Proponent.
2.8. The Merchant/Consignee is solely responsible for any complaints, claims, fines, compensation, costs, or any other payments (including legal fees and attorney’s fees) that may arise or occur due to violations or failure to fulfill obligations undertaken with the Carrier and the Proponent. The Consignee is responsible for providing accurate and correct information about the cargo, its nature, and required handling, as well as ensuring its proper stowage and packaging.
3. PROPOSER’S RESPONSIBILITY
3.1. The Proponent shall only be held responsible for acts or omissions strictly related to the performance of the agreed services, provided it is proven that the Proponent acted with specific intent (willful misconduct) in fulfilling its obligations. The Proponent’s scope of responsibility does not include potential issues related to transport, such as cargo damage, content, packaging defects, cargo handling, loading, or any unlawful acts committed by the Carrier, among others.
4. AIR FREIGHT
4.1. Freight charges under the “collect” and “prepaid” modalities will be invoiced in the local currency (Brazilian Real), using the exchange rate on the billing date.
4.2. In the case of imports, the charge is incurred upon the aircraft’s landing in Brazilian territory. For exports, the charge is due on the date of international departure.
4.3. The amounts related to ICMS (tax on goods and services), ad valorem charges, and storage fees will be provided by the carrier only after the cargo arrives and will be passed on to the Consignee in the final invoice issued by the Proponent.
4.4. All air freight, whether for import or export, is subject to customs control and inspection at public customs warehouses in airports and/or bonded warehouses at departure or arrival. The customs clearance process follows local regulations. A weight discrepancy of 5% or more, labeling or tagging discrepancies, and inconsistencies in the submitted documents may cause delays in the process and even result in missed departure or delivery deadlines. The Proponent is not responsible for any inconsistencies caused by the Merchant/Consignee or third parties acting on their behalf.
4.5. The Proponent shall not be liable for delays caused by customs officers, regulatory agencies, and/or airport agents who, in the exercise of their duties, inspect cargo and documents and request additional documentation beyond the standard invoice, packing list, and air waybill to support the clearance process.
4.6. Exported cargo is received in public airport warehouses upon presentation of the AWB. The transfer of cargo from one airline to another requires re-labeling and must be accepted by both involved airlines.
4.7. Cargo transfer is also subject to tariff revisions. The Proponent is not responsible for increases in storage fees and air freight charges due to the transfer process or customs-related infrastructure works.
4.8. The Proponent is required to adjust the tariff according to the services provided, rates, and conditions of the primary Carrier involved.
4.9. In air freight, 1 cubic meter (m³) is equivalent to a minimum of 167 chargeable kilograms.
4.10. The offering and execution of air freight services are subject to the Carrier’s service availability, under the following terms:
a) “STD – STA” (Scheduled Time of Departure/Arrival) – Flight dates and times as published by the airline in its operational schedule.
b) “ETD – ETA” (Estimated Time of Departure/Arrival) – Estimated flight dates and times based on space reservations in a commercial service published by the airline. Loading onto the estimated flight is subject to the execution of the flight and weight availability due to operational factors, air traffic, weather conditions, safety concerns, airline product priorities, or other factors that may modify or prevent the planned operation. Different service levels and corresponding pricing imply priority boarding but do not necessarily guarantee loading.
c) “ATD – ATA” (Actual Time of Departure/Arrival) – The actual flight dates and times.
4.11. The freight rate stated in the proposal sent to and accepted by the Merchant/Consignee will only be valid after Booking confirmation by the airline. The total cost estimates provided by the Proponent may be adjusted based on tariff variations at the time of reservation and Booking confirmation by the airline, as well as variations in weight, volume, dimensions, collection and/or delivery location, and Incoterm specified at the time of cargo delivery by the exporter.
4.12. The Consignee acknowledges that the Proponent acts solely as an intermediary in the contracting of international transportation and, therefore, has no control over the routes, operational decisions, or transit time provided by the carrier. However, the Proponent commits to providing technical support and mediating any Consignee requests to expedite the estimated transit time. The responsibility for route definitions, schedule changes, delays, and any unforeseen events during transport lies exclusively with the Carrier, which is responsible for managing transportation and logistics operations.
4.13. The Consignee recognizes that extraordinary circumstances, such as strikes, political or economic crises, extreme weather conditions, congestion in Brazilian and international ports, or any other force majeure events, may negatively impact transit time and result in delivery delays or additional costs. In such cases, the Proponent will make every effort to assist the Consignee and seek solutions with the Carrier to minimize impacts and ensure that the shipment is completed in the shortest possible time. However, the responsibility for delays or damages arising from these situations remains entirely with the Carrier.
4.14. In cases where pickup is required, weekends and the pickup day are not considered when calculating transit time.
4.15. Shipments valued at USD 1,000.00/kg (one thousand dollars per kilogram) or more are classified as VALUATION CARGO, and the quotation will be reviewed accordingly and subject to the Carrier’s acceptance.
4.16. Pickups included in the Proponent’s proposals are considered LTL (Less than Truckload) services. If a quotation for a dedicated/exclusive collection truck is required, it must be agreed upon in a separate contract.
4.17. All information contained in the Invoice, Packing List, and other documents related to the cargo is the sole responsibility of the Consignee.
4.18. These general conditions do not apply to Charter flights. In such cases, specific terms will be agreed upon in a separate contract between the Parties.
5. SPECIAL PROCEDURES
5.1. The Merchant – Importer or Exporter is solely responsible for conducting pre-shipment inspections on their goods. This includes ensuring the appropriate use of different types of packaging, boxes, stacking rules, securing methods, labeling, quantities, and overall integrity checks. The Merchant must identify and report any pre-existing damages, such as punctures, dents, tears, dirt, or foreign objects, that could affect shipment compliance or damage the cargo. Any irregularities must be documented in writing.
5.2. The Consignee must provide written notification prior to shipment if there are any special procedures required, such as temperature control, removals, prescribed cargo, fragile cargo, hazardous materials, etc.
5.3. In cases of removal under TC4 processing, the Proponent’s role is limited to submitting the request to the airline. However, the Proponent shall not be held responsible if this request is denied.
6. SPECIFIC CONDITIONS RELATED TO DTA
- Storage for transfer at the origin airport is at the client’s expense.
- OF, PIS, and COFINS taxes will be passed on to the client.
- Ad valorem DTA: A fee of 0.20% (minimum USD 20.00) of the total cargo value will be charged per HAWB (House Air Waybill).
- Freight charges will be based on volumetric weight.
- The applicable rate applies to general cargo transported in shared trucks with maximum dimensions of 3.00m (L) x 2.40m (W) x 2.50m (H) or 1,500 kg per volume.
- For cargo exceeding these dimensions or weight, road freight will be charged based on the current rate table.
- If the cargo requires ANVISA or MAPA approval, fumigation, or is classified as Dangerous Goods (DGR), an administrative fee will be applied per process.
- DGR cargo that is compatible with other goods will be subject to a 30% freight surcharge.
- DGR cargo that is NOT compatible with other goods will be subject to a 30% additional freight charge.
- Cargo valued over BRL 800,000.00 requires an escort, and the cost must be approved and passed on to the client.
- For IT equipment, mobile phones, processors, tablets, and their parts/components, a mandatory PGR (Risk Management Plan) consultation is required, and the possibility of cargo sharing must be confirmed.
- Road transport is under a customs transit regime (DTA).
- DTA applies only to airport-to-airport transport (primary zone).
- These conditions do not apply to high-value cargo, refrigerated cargo, oversized cargo, or cargo requiring pneumatic suspension. For these cases, a specific truck freight quote must be requested.
7. APPLICABILITY
7.1. This commercial proposal applies to all air freight service contracts carried out directly by the Proponent or under its contracting, serving as complementary regulations to all transport documents related to the contracted operations and services.
8. SERVICE PROVISION
8.1. For the purposes of this commercial proposal, the Proponent will provide cargo agency services to the Merchant/Consignee, which include, but are not limited to, the intermediation and forwarding of air cargo through third-party contracting. The Proponent does not guarantee specific delivery deadlines, as they depend on third-party service providers contracted on behalf of the Merchant/Consignee.
8.2. As a Freight Forwarder or Cargo Agent, the Proponent will provide the contracted services through third parties, always acting in the best interest of the Merchant/Consignee, in accordance with Article 37 of Decree-Law No. 37/1966.
8.3. All subcontracted services are subject to special conditions that may be required by the involved parties. As a result, contracted services may be canceled, postponed, or modified without prior notice. The forced use of alternative operational measures to comply with obligations on the same requested routes or the use of different routes and standards may lead to additional costs, which shall be borne by the Merchant/Consignee. In the event of debts charged against the Proponent by the Carrier or another subcontractor, the Proponent reserves the right of recourse against the Merchant/Consignee, who must assume responsibility for any damages or expenses charged.
9. LIABILITY TO THIRD PARTIES
9.1. The Proponent is not responsible for any changes in prices or transport conditions applied by third parties, including but not limited to: Airlines, General Rate Increase (TAG), Seasonal Peak Surcharge (STA), War Risk Surcharge (SRG), and other additional charges that may be imposed by third parties. The Proponent’s responsibility is solely to inform and forward any changes in such conditions or pricing to the Consignee as soon as possible.
10. FORCE MAJEURE
10.1. In the event of a force majeure situation, if the carrier omits the destination port and delivers the goods at an alternative nearby port, any additional costs incurred shall be borne by the Consignee. In cases of destination changes at the convenience of the carrier, any unexpected and excess costs, such as storage, vehicle daily rates, and other general logistics costs, should be directed to the Proponent, who will forward them to the main carrier or terminal, depending on the situation. It is important to note that maritime operations are exclusively coordinated by the actual carrier.
11. CLAIMS OF DAMAGES
11.1. Any damages identified must be immediately recorded on the Bill of Lading or other delivery confirmation documents at the time of merchandise pickup. These damages must then be communicated to the Proponent within 48 hours. Failure to report within this period will be assumed as confirmation that the goods were in perfect condition, obliging the importer and/or representative to bear the cost of any repairs, in accordance with Article 754 of the Civil Code.
12. FORMAL NOTIFICATION
12.1. In the event of any loss or damage presumed to have occurred during the Proponent’s responsibility period, the Merchant/Consignee must submit a formal written notification at the time of delivery. For losses or damages not apparent at the time of delivery, the notification must be made within 10 (ten) calendar days of delivery, or the right to claim will be forfeited, in accordance with the applicable laws.
12.2. If the notification is not made within the legal period, the delivery will be prima facie proof of receipt in good condition, and the Proponent’s services will be considered concluded.
12.3. In any case, the Proponent will be exempt from any liability if the Consignee’s rights are not exercised within 1 (one) year after the unloading of the goods or the date when the goods should have been unloaded.
13. ACCEPTANCE
13.1. Any acceptance by the Proponent of non-compliance or partial compliance with any clause or condition in this commercial proposal will be interpreted as a mere indulgence and will not imply waiver, novation, or forgiveness. The full compliance of the obligation can be required at any time.
14. RECEIPT
14.1. The nullity of any clause or condition agreed upon will not render the entire commercial proposal null and void, and the proposal will remain valid and applicable under all other terms and conditions.
15. CONFIDENTIALITY
15.1. The Merchant/Consignee acknowledges that all information exchanged with the Proponent concerning these General Conditions and the contracted services, especially information regarding special conditions, will be treated as confidential and under the strictest confidentiality. Any breach of this provision will subject the Consignee to compensate the Proponent for the damages caused.
16. ASSIGNMENT AND SUBCONTRACTING
16.1. The credit rights related to this commercial proposal may be assigned to companies within the same economic group, at the discretion of the Proponent, without the need for prior approval from the debtor. Similarly, the Proponent may fully or partially subcontract the services that are the subject of this commercial proposal.
17. JURISDICTION AND APPLICABLE LAW
17.1. The parties agree to apply the international trade agreements and national legislation regarding the interpretation of this proposal. The parties elect the Forum of the District of Santos/SP as the competent jurisdiction to settle any disputes concerning the application of the terms of this commercial proposal, with express waiver of any other, no matter how privileged it may be.
By agreeing to the above clauses, the Consignee acknowledges being aware of the terms and accepts them, with the validity of the agreement starting from the commencement of the services offered by the Proponent.