Terms and Conditions of Services

The following terms and conditions apply to all services provided by Pacific Crating and Shipping LLC, dba PCS Relocation Services or its affiliates (“PCS”).  PCS and the customer (“Customer”) shall be referred to herein as the “Parties”, and each a “Party”.  Customer wishes to engage PCS to provide the services (“Services” or “Service”) set forth in the Statement of Work attached hereto as Exhibit A or as otherwise agreed between the Parties(“SOW”), for Customer’s tangible property and goods, or tangible property and goods in Customer’s rightful possession, as limited herein, (“Item” or Items”).  Items do not include “intangible Property” as defined.  Therefore, the Parties agree as follows: 

1. Statements of Work.  PCS, its Affiliate, or subcontractor will provide Services described in the SOW). In PCS’s discretion, the SOW Services shall not be scheduled, and Service schedule dates shall not be held until Customer executes and delivers the SOW to PCS.  Notwithstanding the foregoing, to the extent Services are scheduled and commenced without a SOW signed by Customer, the Services shall be subject to this Agreement. 
2. Contract Documents. The “Agreement” between Customer and PCS consists of this MSA and the Contract Documents as defined below.  In the event of a conflict between this MSA and any mutually executed SOW, the SOW shall supersede and control.  In the event of any conflict between this MSA and any other Contract Documents, this MSA shall supersede and control. “Contract Documents” include the SOW, PCS’ “Warehouse Receipt” for stored items, any “Bill of Lading” for transportation services where PCS acts as agent for Customer in arranging transportation, the applicable PCS operating procedures manuals such as “Plan Your Move”, commercial storage, logistics service, crating, and machinery handling terms; PCS estimates, quotes, rate sheets; Change Orders, as defined below; and other PCS generated contract documents and Customer training materials appended to or incorporated into this MSA by specific reference, including web portal end user license agreements, and amendments to any of the foregoing, as applicable.  Any and all terms and conditions contained in any Customer issued or generated documents such as purchase orders or requests for quotations or proposals are specifically rejected and shall be of no effect.  When PCS provides Services described in Section 16(a), it does so as agent or broker on behalf of Customer arranging for services of underlying carriers or logistics providers, and in such event any bills of lading or waybills issued by such underlying carriers or logistics providers are contracts between Customer and such carriers or logistics providers to which PCS is not a principal party and are not part of the Contract Documents. 
3. Services:
4. Moving.  PCS shall move Customer’s Items from one location to another location as a Service more specifically described in the applicable SOW.  PCS’ quoted pricing for Services is an estimate only, based upon the assumptions set forth in the SOW (“Assumptions”), including but not limited to the assumption that PCS will only be required to move and place each Item once. 
5. Storage.  PCS store Customer’s items as a Service.  Storage can occur on PCS’s real property and in PCS’s building storage facility.  Customer’s requested location in trailers, shipping containers, or similar mobile units (“Trailers”).  Storage is subject to Warehouse Receipts and/or Bills of Lading.  Customer may from time to time remove or add to the stored items at a Warehouse and Trailers, and all items and additional items stored with PCS will also be subject to this Agreement.  The Warehouse is not generally open to the public and access to the Warehouse shall be subject to additional signed terms and limitations of liability. 
6. Machinery.  PCS, more particularly its machinery mover affiliate and subcontractors, shall load, crate, rig, transport, remove, or place heavy equipment items, and crane and perform final anchoring as Service.  Storage is also available.  Other trades, such as electrical and plumbing disconnect and reconnect are the Customer’s responsibility.  Customer shall, as applicable, comply with Ssections 3(a) or 3(b).
7. Logistics.  PCS shall arrange for, plan, customize and manage the packing, handling, storage, transport, installation, import and export for Customer’s special projects, as Service. Customer shall, as applicable, comply with Ssections 3(a) or 3(b).
8. Customer Obligations. 
9. Customer Authorized Representatives.  Customer must have an adequate number of authorized representatives physically present at the time Services are performed at each origin and destination simultaneously to ensure performance of the Customer’s obligations under the applicable SOW, to address specifications, sequences, placement, scheduling, and impediments issues, and to otherwise facilitate the Services in a “shuttle”, unless priced as “load-and-go”. 
10. Customer Warranties.  Customer represents and warrants that (i) it is either the owner or authorized agent of the owner of the Items and that it is accepting the terms and conditions of this MSA not only for itself but also as agent for and on behalf of the owner; (ii) the description and particulars of any Items furnished by or on behalf of the Customer, including but not limited to estimated weight or gross volume, are timely, complete and accurate; (iii) all Items have been properly and sufficiently prepared, packed, stowed, labelled and/or marked (except where such packing, stowing, labelling, and marking is performed by PCS as part of the Services) for transportation and moving services generally; (iv) the Items do not contain any explosive device or weapon which may cause loss, damage, injury to or death of any person or property; (v) it will not tender any dangerous or hazardous Items within the meaning of the International Maritime Organization Dangerous Goods Code  or the IATA Dangerous Goods Regulations without obtaining PCS’ prior written consent thereto, and (vi) it will comply with all applicable laws, statutes, rules and regulations. 
11. Specific Valuable, Fragile and Regulated Item Disclosure.  Customer shall (i) prior to commencement of the Services, notify PCS in writing of any Items that have a value greater than five-hundred-dollars (or greater than one-thousand-five-hundred-dollars total if the Items are palletized), or Items known to be fragile, which have an inherent vice, or are naturally susceptible to risk of loss, damage or destruction during the Services, such as artwork, glass, mirrors, photographs, small plants, and memorabilia; (ii) accurately describe such Items in writing, for purposes of an accurate description of Items in the Bill of Lading or Warehouse Receipt and to enable proper handling; and (iii) inform PCS in writing in advance of all Item-specific government, regulatory, code, permit, insurance, compliance obligations and rules , so PCS can plan,  price, and execute Services appropriately and in compliance.  Following such notification, PCS shall be able to in its sole discretion decline to perform Services with respect to certain Item(s) or may impose certain conditions prior to commencement of Services with respect to such Items such as requiring that such Items be transported in a locked safe and that Customer sign a release of liability for loss or damage.
12. Property to be Segregated from the Services.  Customer shall restrict PCS’ employee or subcontractor access to, and remove from and not commingle with the Items to be moved, all personal property not to be moved such as jewelry, cash, coins, money, legal tender, stocks, bonds, collectibles, memorabilia, Intangible Property as defined, personal electronics, as well as any items of private, confidential, ancestral, historical, or sentimental value that may cause the Customer or item owner or custodian harm, loss, injury, damage, distress, including emotional distress, if any such items are damaged, misplaced, accessed, disclosed, or stolen, or lost. 
13. For international Services, Customer shall inform PCS if any Items are listed under any applicable national export control law or regulation, including in any case UN, EU or U.S. export laws or regulations.  If Items contain components that originate in the U.S., Customer shall inform PCS about the percentage of the U.S. material of the total value of the Items, and whether these U.S. components are listed and on which list (including BIS Commerce Control List and the U.S. Munitions List). Customer shall also inform PCS the end-use of the Items. If an export license or permit is required, it is Customer’s responsibility to obtain such license or permit and provide a copy to PCS.  Customer shall screen consignees/end users prior to any shipment in order to avoid shipments of controlled products or to denied parties or sanctioned or embargoed countries. 
14. Customer shall defend, indemnify, and hold PCS harmless from and against all claims, fines, penalties, losses, damages, expenses, or liabilities, including reasonable attorney’s fees, resulting or arising from any breach by Customer of its obligations under this Section 4, whether such breach or non-compliance was intentional or the result of negligence or resulting from Customer’s failure to provide all information requested or needed by PCS in order to comply with such laws and regulations. 
15. Change Orders.  In addition to any Assumptions set forth in a SOW, it is an a condition of PCS’ obligation and ability to perform the Services at the rates quoted and agreed that at each origin and destination there is adequate access, light, heat, air, power and parking; uninterrupted use of elevators (for multiple stories); no debris, obstacles or impediments in the transportation route or the loading or unloading areas; no Force Majeure Events; no construction, renovation or decorating work that interferes with the Services; no concealed or unanticipated circumstances, such as safety concerns, that impede the Services or that were not disclosed in advance to PCS by Customer and addressed in the original SOW; additional round trips beyond one delivery and one pickup, and changes from “shuttle” to “load-and-go” Services; and no post-move requests for inspection, walk-through or re-placement of Items, and no revisions to Customer estimates as to the volume, weight, or type of Items required in PCS’ sole discretion in order to properly and safely perform the Services.  It is Customer’s obligation to ensure a safe work environment at origin and destination for PCS’ employees, agents, and subcontractors, free of risk of harm and personal injury.  PCS may at its sole discretion refuse to perform Services to the extent there is any risk of harm or personal injury to PCS’s or to Customer’s employees, agents, or subcontractors, or undue risk of loss, damage, or destruction to Items or other property.  Customer’s on-site authorized representatives shall have the authority to approve and sign any change orders (“Change Orders”) that may result from any of the above conditions not being met, or for any necessary changes or mistakes in the Contract Documents; or for post move requests for inspection, walk-through or re-placement (“Change Orders”). 
16. Destination Placement Plan.  Unless otherwise agreed in the SOW, Customer shall provide installation and instructional plan drawings to PCS and label all Items to indicate one-time placement at destination in accordance with such plan, sufficient to enable PCS to install and place once all Items safely and expeditiously.  During the move, an adequate number of Customer authorized representatives shall direct the one-time placement of Items at destination, especially if the instructional plan drawing is inadequate or if Item labelling is deficient.    Following completion of placement of all Items at the destination, Customer shall immediately inspect the items, and all relevant property buildings and fixtures, and inform PCS of any missing Items or loss, damage, or destruction to Items or to such buildings or fixtures, that Customer contends was caused by PCS.  PCS is not responsible for removing labels on Items.  If in order to perform the Services, PCS needs to move Customer stored Items to and from the Warehouse or Trailer, Customer’s authorized representatives may not need to be present at the Warehouse or Trailer during this aspect of the Services. 
17. Fees, Charges, and Payment Terms.
18. PCS’ quoted rate for any Services shall only be open for thirty days from the date of the quote and is subject to the validity and accuracy of any Assumptions set forth in a SOW and the performance of Customer’s warranties and obligations in Section 4, above.  Services scheduling is subject to availability, and any changes to scheduling may increase the rate.
19. Customer shall pay PCS in U.S. Dollars the actual charges and fees under this Agreement, including as provided in the Contract Documents and Change Orders or, if not provided, as provided in PCS’s standard rates as applicable from time to time. 
20. The performance of Services is conditioned upon full payment in advance of all charges and fees.  Payment for all Services is due in full prior to commencement of the applicable Services. 
21. Customer shall have no right to offset or reduce payment against claims for loss, damage, or destruction of Items.   If the Customer reduces payment to off-set for Losses, Customer immediately forfeits its claim for Losses. 
22. Customer waives all rights under California Civil Code Section 1526 and California Commercial Code Section 3311 and agrees that all restrictive statements on payment instruments for an accord and satisfaction, such as “payment in full” or similar terms, are void and unenforceable, even if not redacted from the instrument by PCS prior to negotiating the instrument. 
23. All delinquent payments will be subject to interest payable by Customer at the rate of 1.5% per month calculated from the date payment was due until the date payment is made.  Customer will also pay all expenses incurred in collection of any unpaid balance, including reasonable attorney’ fees and costs. If Customer does not timely pay PCS’s invoice, PCS may, at its discretion and without limiting its other remedies, immediately suspend all Services, terminate any pending SOW, withhold delivery of or access to all or any items, including stored items and Storage Media, demand that Customer pick-up stored items, or terminate this Agreement.
24. Customer will pay and reimburse PCS for all Services and expenses, such as materials and equipment, provided by PCS under the Agreement, including (i) all PCS personnel time involved in each transaction according to the then current PCS standard rates or as set forth in the applicable SOW; (ii) requisite overtime labor rates on weekdays and Saturdays, overtime labor rates before 5:00AM and after 5:00PM, and premium time on Sundays and holidays; (iii) drive time charges calculated on a portal-to-portal basis, including loading and unloading; (iv) all removal of debris and dump charges and fees which PCS may be obligated to pay or which Customer may request be incurred for the disposal of Items; (v) all consumables such as packing, personal protective equipment, safety supplies; gloves, masks, sanitizers, et., dunnage, bracing, fastening and moving supplies “Consumables supplies and Sanitization Charge” ranging between 7.12% and 8.0% of the total rates and charges; (vii) additional round trips beyond one delivery and one pickup, and changes from “shuttle” to “load-and-go” Services; (viii) PCS personnel time and related expenses for failure to provide adequate and authorize representatives at origin and destination; (ix) any Change Order fees and charges at the PCS standard rates; (x) any Additional Valuation selected by the Customer; (xi) additional costs and expenses incurred by PCS or rate revisions imposed by PCS as set forth herein due to a Force Majeure Event, or alterations and deviations from the SOW, its sequence or scheduling, or Customer’s breach of its warranties or obligations in Section 4, that may result in a Change Order or additional fees and charges; (xii) any applicable sales taxes; (xiii) a Supplemental Energy Charge ranging between 3.29% and 4.91% of the total rates and charges; (xiv) expenditures advanced by PCS including but not limited to freight, COD, and license, government and permit charges; (xv) a full month’s charge for fractional monthly storage services; (xvi) administrative processing fees for a minimum of ½ hour increments at warehouse labor rates; (xvii) expenses incurred by PCS at its discretion for the preservation, correction, removal or destruction of Items, including Items in violation of this Agreement, damaged Items, or Items that are a nuisance, safety hazard or risk to persons or property; (xviii) penalties or fines imposed upon PCS for Customer’s breach of this Agreement or actions related thereto; (xix) any other agreed upon or legally available fees and charges; (xx) Customer charges for processing invoices on Customer’s invoice processing system; and (xxi) expenses for any online contract management platforms required by Customer.
25. Customer will not interfere with PCS’ compliance with federal, state, or local labor laws such as the California Labor Code, health authority orders, and the Industrial Welfare Commission Applicable Wage Orders, including minimum wage requirements, meal and rest periods, and nondiscrimination laws and regulations.  PCS’s will comply with wage laws required for all employers regardless of industry, and PCS will comply with additional federal, state, or local provisions such as minimum wages, apprenticeship, living wages or other government requirements, or other government wage requirements (“Prevailing Wage”) or collective bargaining wage requirements.   Customer shall inform PCS in writing of any local destination Prevailing Wage requirements.  In the event PCS mistakenly or inadvertently bids the Service without accounting for the Prevailing Wage or collective bargaining wage requirements, or if Customer inaccurately instructs PCS at any time that the Services are not subject to Prevailing Wage or collective bargaining agreement requirements including customer’s failure to identify as a “public work” Services that are classified as a “public work”, PCS may at its option declare this Agreement or the applicable SOW null and void, in which case, PCS may re-bid the project; or to the extent Services were provided, Customer shall compensate PCS for any increased costs and related damages, including any wages required to be paid under California Labor Code Section1784.  PCS may commence an action for breach of this Section within four years of the breach.
26. PCS reserves the right to change rates without notice, at any time, including but not limited to reasons related to any Assumptions set forth in a SOW not materializing or Customer’s breach of its warranties or obligations in Section 4 .
27. PCS performs installations subject to the California Contractors State Licensing Board C61/D34 license, including assembly, dis-assembly, and reassembly Services.  All required permitting, and all other trades, such as electrical, piping, plumbing, seismic calculations, etc. are the Customer’s responsibility.  Any items, in particular used items, can have missing parts, present inadequate or inaccurate instructions, or suffer latent damages.  PCS does not represent or warrant any installation parts or components are complete or correct, or that installation Services will comply with manufacturer specifications and warranty terms.   PCS expressly disclaims any and all warranties and representations with respect to Items or parts installed, including warranties of merchantability or fitness for a particular purpose.
28. Customer will always have primary responsibility to pay all PCS invoices, regardless of whether PCS agrees to accommodate Customer’s request by addressing billings to Customer’s affiliates or others.
29. Protection of Employment Relationships.   Customer acknowledges and agrees that PCS has invested substantial resources in assembling and training its staff of personnel, and that the loss of its employees disrupts, impairs, and interferes with its business and the ability to perform Services.  Therefore, Customer agrees that throughout the Term and for a period of one (1) year after the end of the Term, it will not directly or indirectly induce, recruit, or solicit, or attempt to induce, recruit, or solicit, any employee of PCS or its affiliates to leave his or her employment with PCS or its affiliates.  This restriction will not apply to newspaper, online, or similar employment solicitations postings that are targeted generally to the public.  As the exclusive remedy for a breach of this paragraph, Customer will pay PCS party a liquidated damages payment of $25,000.  The parties each agree that quantifying damages for interference with the employment relationship is inherently difficult or impractical, and the foregoing payment is fair and reasonable under the circumstances existing on the Effective Date of this Agreement. 
30. PCS Confidential Information.  PCS Confidential Information means (a) trade secrets and other confidential information (whether written, electronic or verbal, and whether owned by PCS or third parties) disclosed by PCS to Customer, (b) information labeled as Confidential or equivalent at the time provided by PCS to Customer, (c) information disclosed under circumstances that would indicate to a reasonable person that the information should be treated as confidential, (d) the content of the Agreement, and all proposal, marketing materials, videos, negotiations and disclosures leading up to the Agreement, or (e) all processes, procedures, pricing and payment terms obtained from PCS electronically  or written.  Customer will use the PCS Confidential Information only to further the purposes of this Agreement and not otherwise for its own use or benefit.   Unless otherwise protected by law for a greater period, Customer will maintain the secrecy of the PCS Confidential information and will not in any way disclose it (except to Customer’s employees, attorneys, and accountants with a need-to-know, and who are bound by confidentiality obligations equivalent to these provisions). Customer acknowledges that PCS other customer services and pricing, which are unique to each of those customers, confidential to those customers, and will not under any circumstances be shared with Customer.
31. Customer Intangible Property.
32. PCS does not service and is not responsible or liable for Customer’s intangible property.  “Intangible Property” is information and data, including but not limited to: valuable, proprietary; business critical and confidential information; electronic data; identifiable and private financial, business and employee personal information, healthcare and medical information, educational information, wire, verbal, or electronic communications; and other valuable and proprietary confidential information under any applicable laws or regulations.
33. Mutual Warranties and Representations.  Each Party warrants and represents that, all times during the Term:
34. It is duly organized, validly existing, duly qualified and in good standing to do business in all jurisdictions where it conducts activities related to this Agreement,; 
35. It has all necessary organizational power and authority to enter into this Agreement and Change Orders, and to bind and perform all the obligations under this Agreement, including, under California Education Code Section 17604 if Customer is a school district. 
36. This Agreement has been duly authorized by all necessary corporate proceedings, has been duly executed and delivered and in a valid and legally binding manner enforceable in accordance with its terms;
37. The execution and delivery of this Agreement and the compliance with all provisions of this Agreement shall not: (i) conflict with, result in the breach of, constitute a default under or accelerate, terminate, modify or cancel or require any notice or consent under any agreement, contract, lease, license, instrument or other arrangement to which any Party is a party or by which it is bound or to which any of its assets is subject, ; or (ii) violate the certificate of organization, limited liability company agreement, or any other organizational document and
38. There is no pending, nor to the knowledge of the Parties, threatened, suit, action, arbitration or other proceeding of a legal, administrative or regulatory nature, or any governmental investigation, against the Party or any its affiliates or any officer, director or employee which would materially and adversely affect its financial condition or its ability to perform its obligations under this Agreement. 
39. Lien . PCS shall have a general and continuing lien on any and all Items (including documents) of Customer in PCS's actual or constructive possession or control for monies owed to PCS for Services performed, whether with regard to the shipment of Items on which the lien is claimed or prior shipments. This lien is in addition to any lien rights granted under statute or common law.  PCS shall provide written notice to Customer of its intent to exercise such lien, the amount of monies due and owing, as well as any on-going storage or other charges. Customer shall notify all parties having an interest in the Items of PCS's rights and/or the exercise of such lien. Unless, within thirty (30) days of receiving notice of lien, Customer pays the outstanding amount due or posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due, in favor of PCS, guaranteeing payment of the monies owed plus all storage charges accrued or to be accrued, PCS shall have the right to sell such of the Items at public or private sale or auction. Any proceeds remaining after such sale or auction net of all expenses shall be refunded to Customer.
40. Force Majeure.  Neither Party shall be liable for loss or damage to Items or delays and/or any default in its performance under this Agreement due to causes beyond its control, including, but without limiting the generality of the foregoing: acts of God or of the public enemy; fire or explosion; flood; actions of the elements; war; acts of terrorism; cyber-attacks, riots; embargoes; quarantine; strikes; lockouts; disputes with workmen or their labor disturbances; total or partial failure of transportation, delivery facilities, or supplies; acts or requests of any governmental authority; port, terminal, or infrastructure congestion, or the acts or omissions of any parties other than PCS or Customer, whether or not similar to the foregoing provided that the Party whose performance is affected gives written notice of the force majeure to the other Party within ten (10) days of its first occurrence (any such event, a “Force Majeure Event”). In the event of a Force Majeure Event, Customer shall compensate PCS for all Services provided during the period of the Force Majeure Event but shall not be required to compensate PCS for Services not performed during the period of the Force Majeure Event.
41. Independent Contractors.  PCS is not an employee, joint venturer, fiduciary, or partner of Customer.  PCS is an agent or broker of Customer only when performing customs brokerage Services or Services described in Section 16(a).  Neither Customer nor PCS has the authority to act on behalf of the other or to bind the other to any contractual commitment with third parties, except right to exercise any control over the other party.  Each party is responsible for the payment of its own taxes of all types, and for the hiring, promoting, demoting, rates of pay, benefits and other terms and conditions regarding its own personnel.  Unless otherwise specifically provided in this Agreement, neither party is authorized to enter any contract or commitment on behalf of the other. 
42. Liability for Loss or Damage to Items, Declared Additional Valuation, and Insurance.
43. PCS shall not be liable for loss or damage to Items while such Items are in the possession of carriers, warehousing companies, or other logistics providers whose services are arranged by PCS as agent or broker on behalf of Customer, including but not limited to services arranged by PCS as a “Property Broker” under 49 CFR 371.2(a), an “Ocean Freight Forwarder” under 46 CFR 515.2(m)(1), or as an air freight forwarder performing “Direct IATA” airfreight services, unless such loss or damage results from the failure by PCS to exercise such care in the selection of the underlying carrier, warehousing company, or other logistics provider as a reasonably careful agent or broker would exercise under like circumstances, and in that event PCS liability shall be subject to the limits of the relevant transportation service at set forth in this Section 16. 
44. Subject to Section 16(a), and the liability limits below, PCS shall only be liable for loss or damage to Items caused by PCS’ failure to exercise reasonable care under the circumstances and only occurring while such Items are in the physical care, custody and control of PCS or its agents or subcontractors.  PCS shall have no liability for concealed loss or damage to Items not apparent upon a visible inspection of the exterior of Items, and not accompanied by evidence of external damage or tampering, or the loss or damage to Items resulting from: the inherent vice of such Items; an error, omission, or fault (including failure to disclose information about Items) of Customer or its contractors, agents, vendors or customers; or a Force Majeure Event.
45. In the event of a claim for Item(s) lost or damaged for which PCS is liable, the measure of damages, except as may be limited by applicable law, shall be the lesser of (i) the actual cost, including transportation costs, for repair, replacing or reproducing the Item(s) lost or damaged; (ii) the fair market value of the item(s) damaged on the date of the Item loss or damage; (iii) $0.60 per pound of the Item(s) lost or damaged, or part thereof.
46. In no event shall PCS’ maximum liability for loss or damage to Items exceed $0.60 per pound of the Item(s) lost or damaged.  PCS’ charges and fees are based on this maximum liability.  Customer can choose a higher declared value by disclosing detailed information about Item(s) and related value, requesting a quotation that PCS’ maximum limit of liability be increased, and purchasing “Additional Valuation” as documented in a signed SOW before Services commence.  Customer’s failure to purchase Additional Valuation as described is an acceptance of PCS’ maximum limit of liability of $0.60 per pound.  When purchased, an Additional Valuation premium shall be reflected charged on the Customer’s invoice. 
47. Absent a request for a quotation for insurance of Items, an agreement to purchase such insurance as documented in a signed SOW, and payment of insurance premiums, PCS does not insure Customer’s Items.  Customer may purchase insurance through PCS' Shippers Interest Cargo Insurance (“First Party Insurance”) for amounts of coverage above PCS’ maximum limit of liability for loss or damage to Items or for more than the Additional Valuation.  In the event such First Party Insurance is purchased, Customer will make claims for loss or damage to Items only against such First Party Insurance policy and not against PCS, and shall defend indemnify and hold harmless PCS from and against any claims by Customer’s insurers against PCS.  First Party Insurance is between the insurance company and Customer and PCS is not a party of any such agreement.  PCS has no responsibility or liability with respect to the issuance or denial of First Party Insurance, or in the payment or denial of claims.
48. Customer acknowledges and agrees that any transit times referred to in this Agreement or elsewhere are estimates only and do not constitute a delivery time guarantee.  PCS shall not be responsible for any delays and is only responsible for delivery of the Items within a reasonable time.
49. For customs brokerage Services carried out by PCS in the name and on behalf of Customer, PCS shall not be liable for any loss or liability unless such loss or liability resulted from the failure by PCS to exercise such care in regard to performing the services as a reasonably careful customs broker would exercise under like circumstances. PCS’ liability for proven fault, if any, for any claim arising from customs business services shall be limited to the amount of brokerage fees paid by Customer to PCS for the customs entry giving rise to the claim. 
50. Unless subject to a specific statute or international convention, all claims against PCS arising out of or in any way related to this Agreement must be made in writing and received by PCS within thirty days of the event giving rise to claim. Failure to give PCS timely notice shall be a complete defense to any suit or action commenced by Customer. 
    
51. Limitation of Actions.  Except for actions for breach of confidentiality and non-payment of amounts owed hereunder, no action, regardless of form, arising out of this Agreement may be brought by either Party more than one (1) year after the cause of action has occurred.
    
52. CONSEQUENTIAL LOSS EXCLUSION. IN NO EVENT SHALL PCS BE LIABLE OR RESPONSIBLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, STATUTORY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF IT HAS BEEN PUT ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING IS A SEPARATE, ESSENTIAL TERM OF THIS AGREEMENT AND SHALL BE EFFECTIVE EVEN IN THE EVENT OF THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT.
    
53. Indemnity. Each Party shall indemnify, defend, and hold harmless the other Party, its respective parent, subsidiaries, directors, officers, employees, agents, successors and assigns from and against any third party claims, fines, penalties, losses, damages, expenses, or liabilities, including reasonable attorney’s fees, that may be made against or incurred by either Party, its agents or employees, arising from or in connection with third party claims for bodily injury, death, property damage or property loss (excluding Items) sustained by any person that arises out of or results directly from the willful or negligent acts or omissions of an indemnifying Party.
    
54. Choice of Law and Forum.  This Agreement and the Services shall be governed by California law, excluding its conflicts of laws rules.  Any and all civil actions arising out of or related to this Agreement shall be filed if at all in the federal or state courts in San Francisco, California, to the exclusion of any other courts or fora.