BILL OF LADING TERMS AND CONDITIONS

The Terms and Conditions of this Non-Negotiable Bill of Lading are accepted and agreed to by Shipper/Client, and Consignee: 

1. Definitions: “OTI” or “Carrier” means OTI Fine Art Services Inc. and its employees; “Goods” are goods, in whole or part, packed or unpacked, tendered to OTI subject to these terms, OTI’s Standard Terms and Conditions, and the terms of any OTI Storage or Services Agreement or Warehouse Receipt, which are all incorporated by reference (“Terms”); “Shipper,” “Client” or “Consignor” is anyone that delivers Goods to OTI or at whose request or benefit OTI undertakes any business or provides any services, and agrees that these Terms apply to all services performed by OTI and its subcontractors. “Consignee” is anyone who receives “Goods” from OTI.

2. Limitation of Liability: OTI’S MAXIMUM LIABILITY FOR LOSS OR DAMAGE TO GOODS BY ANY CAUSE, INCLUDING NEGLIGENCE, SHALL NOT EXCEED $0.60 PER POUND AS DETERMINED BY THE ACTUAL WEIGHT OF THE UNWRAPPED GOODS BUT IT CANNOT EXCEED THE ACTUAL LOSS UNLESS SHIPPER AT TIME OF ACCEPTANCE OF THIS BILL OF LADING DECLARES A HIGHER VALUE FOR GOODS ON THE FRONT OF THIS BILL OF LADING, PAYS AN INCREASED CHARGE BASED ON THE DECLARED VALUE, AND DOCUMENTS ITS ACTUAL LOSS IN ACCORDANCE WITH THE CLAIM FILING RULES SET FORTH BELOW. If the space provided for Declared Value on the front of the Bill of Lading is left blank, then no value is declared and Goods are released to OTI at with maximum liability of $0.60 per pound. Declared value may only be entered by OTI and may not be altered without OTI’s written consent. If Goods are not packed and/or inspected by OTI to ensure no preexisting damage exists, then under no circumstances shall OTI be liable for any internal breakage, other concealed damage, or improper or inadequate packaging or mislabeling by Client. It is understood and agreed that in the event of loss or damage to any Goods which are a part of a set, the measure of such loss or damage shall be a reasonable and fair proportion of the total value of the set, but in no event shall such loss or damage be construed to mean total loss of a set. These Terms extend to all services provided by OTI and to Goods damaged inside Client or Consignee’s premises.

3. Lien; Applicable Law: OTI has a lien against all Goods delivered by Client pursuant to §§ 7-307, 7-308 of the Uniform Comm. Code as adopted in the applicable jurisdiction and NY Lien Law § 187. OTI incorporates by reference all benefits, defenses and exemptions of the Carmack Amendment 49 USC § 14706 to the full extent applicable, including, but not limited to OTI’s $0.60 per pound limitation of liability and the two year limitation of time to commence an action. To the extent that the Harter Act, 46 USC § 30701, and the Convention on the Contract for International Carriage of Goods by Road, the Convention for the Unification of Certain Rules Relating to International Carriage by Air, and that Convention as further amended by Montreal Protocol Nos. 1, 2, or 4, as amended, are applicable, OTI herein incorporates by reference all benefits, defenses, limitations of liability and exemptions of such statutes. For loss or damage occurring during any portion of the transportation governed by the Carriage of Goods by Sea Act by force of law, OTI’s liability shall be limited to $500 per package, or for Goods not shipped in packages, per customary freight unit.

4. Exclusions: Under no circumstances shall OTI be liable for consequential, exemplary, incidental, remote, punitive or special loss or damage, including, but not limited to, loss of or damage resulting from or to: accounts, bills, deeds, evidence of debts, letters of credit, passports, tickets, documents, notes, securities, currency, money, or bullion; electronic data; wear, tear, gradual deterioration, moth, insects, vermin and inherent vice; loss of market, delay, loss of use, or clean-up costs; spoilage, contamination, deterioration, freezing, rusting, electrical and/or mechanical failure, or damage to refrigerated or temperature controlled cargo; unattended vehicles while in the ordinary course of transit; radioactive contamination, chemical, biological, bio-chemical, and electro-magnetic weapons; nuclear reaction, nuclear radiation or radioactive contamination; terrorism, war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military, or usurped power or confiscation or nationalization or requisition or destruction of or damage to property by or under the order of any government or public or local authority; use as a means of inflicting harm any computer system, software program, malicious code, virus or process, or any other electronic system; transmission or alleged transmission of a communicable disease or from any fear or threat of a communicable disease, any cost or expense to identify, clean up, detoxify, remove, monitor, or test for a communicable disease and any loss of revenue, hire, or market, business interruption, delay or indirect financial loss; or any other exclusions in these Terms. These exclusions apply regardless of whether such damages were contemplated or foreseeable and whether OTI had knowledge that such damages may be incurred, all of which are deemed waived.

5. Subcontractors, Routes, Procedures and Lien: OTI has sole discretion over selection of the means, routes, and procedures and the engagement of transportation intermediaries including, but not limited to, carriers, truckers, forwarders, customs house brokers, indirect air carriers, airlines, agents, and warehousemen, to transport, store, handle, deliver, and perform other services with respect to the Goods. OTI’s limitations of liability apply to all services performed by subcontractors. Under no circumstances shall OTI be liable or responsible for any negligence, malpractice, misconduct, fault, or errors or omissions in the performance of services by subcontractors.

6. Time Limits and Claims: Shipper must notify OTI in writing of all loss or damage to Goods within 60 days following the completion of services. Claims must be filed in writing with OTI within nine months after delivery of Goods to Consignee, except that claims for failure to make delivery must be filed in writing within nine months after reasonable time for delivery has elapsed. Suits must be commenced against OTI no later than two years from delivery. Where claims are not filed or suits are not commenced within such time limits, OTI shall not be liable and such claims shall not be paid.  In the event of a claim, Consignee must hold the packaging, shipping container, and its contents in the same condition they were in when damage was discovered. As a condition precedent to recovery, claims for loss, damage, or delay during transit must be filed in writing with OTI in accordance with the provisions of the claim filing regulations of the Federal Motor Safety Administration, 49 CFR § 370, which regulations are incorporated by reference in their entirety.

7. Payment: Shipper shall pay OTI all sums immediately when due. Overdue payments accrue interest at the greater of 1.25% per month and the maximum rate allowed by law, from due date until paid. Shipper will pay OTI’s cost of collection, including reasonable attorneys’ fees. Shipper, upon tender of Goods to OTI, and Consignee, upon acceptance of delivery of Goods from OTI, shall be liable, jointly and severally, for all unpaid charges payable on account of OTI’s services, including, but not limited to, sums advanced or disbursed by OTI. OTI shall have a lien on all Goods pursuant to New York law for all amounts owed to OTI related to OTI’s services.

8. Indemnity, Hold Harmless, and Waiver of Subrogation: Should any legal actions, investigations, or threats thereof be served on or taken against OTI or its agent relating in any way to the Goods, this Bill of Lading, or to any of Client’s account records, including, but not limited to, for taxes, duties, interest, fines and/or loss or damage, subpoenas, seizures, or warrants, Client and Consignee agree to indemnify, defend, and hold OTI harmless from and against any such claims and agree to pay OTI’s costs, expenses, and reasonable attorneys’ fees incurred as a result thereof. Client and Consignee waive all subrogation rights against OTI arising from any loss or damage to the extent covered by insurance. Client further agrees to indemnify, defend and hold Arrow harmless as against any claim in an amount in excess of the foregoing limits of liability.

9. Tender for Handling: The contents of packages, containers, or Goods listed on the Bill of Lading will not be inspected by OTI for condition, form, color, or for concealed loss, damage, or leakage. OTI shall handle, store, and deliver Goods in the packages or containers in which Goods were originally received. When deterioration or failure of packages or containers requires, OTI may, at its discretion and without obligation, repackage contents and charge Client for such services. OTI accepts no responsibility for such repackaging or replacement. Client shall specify the means and methods for handling of Goods. Absent specific instructions, OTI undertakes to handle Goods using its customary methods and equipment, subject to change at its discretion. However, OTI will not perform certain services without written instructions and approval from Client. Goods handled at Client or Consignee’s request outside regular business hours shall be subject to additional charge. OTI may make non-binding notes on the Bill of Lading of damages visible to the naked and untrained eye.

10. Jurisdiction and Severability: Shipper and Consignee consent to the jurisdiction of the U.S. District Court for the Eastern District of NY and Nassau County NY State Court and agree any action relating to this Bill of Lading shall be brought only in said courts. The parties waive right to trial by jury in any controversy relating or in connection with, these Terms. In the event any of these Terms are found to be invalid and/or unenforceable, the remainder shall remain in full force and effect.