These Primary Terms and Conditions (“Primary Terms”) govern all services and goods provided by Forge Technologies Inc. and its subsidiaries and affiliates, including but not limited to Forge Forwarding LLC and North Palmetto Customs Brokerage LLC (collectively, “Forge”) to the entity or person requesting, booking, or accepting any services from Forge, including use of any of Forge’s online resources or website (“Customer”). Forge and Customer are each individually a “Party” and collectively “Parties” to these Primary Terms. Customer agrees to these Primary Terms, and continued use of Forge’s services constitutes continued acceptance of these Primary Terms, as may be updated from time to time as described in Section 14.
These Primary Terms apply to all services Forge provides, including but not limited to international and domestic freight forwarding and brokerage, carrier and NVOCC services, air and ocean carriage, transportation services, trucking, rail/intermodal, multimodal, warehousing and distribution, e-commerce fulfillment, customs brokerage, visibility/software, climate/sustainability services, trade finance and payment services, insurance services, tariff calculation, Control Tower, destination and booking management, and any ancillary services (collectively, “Services”). Nothing in these Primary Terms alters mandatory law or the terms of an agreement or written terms that govern a particular leg of carriage.
In the event of a conflict, the following order of precedence shall govern:
Any non-derogable mandatory law, signed agreement, or transport document issued by Forge governing the specific leg of carriage (e.g., Forge ocean bill of lading, air waybill, or carrier’s conditions of carriage);
The service-specific terms applicable to that mode or service line found at forgehq.com/terms-and-conditions (e.g., Distribution and Fulfillment Terms, Transportation Services Terms, Rail and Multimodal Terms, Warehouse Receipt Terms, Software and Visibility Terms, Payment Terms, Climate Program Terms, and Customs Terms);
These Primary Terms; and
Other policies of general application, including help centers and policies published on the Internet or within Forge applications.
Transport documents govern only the carriage they evidence. These Primary Terms include governance of cross-service and non-carriage services.
Forge may act in different legal capacities depending on the Service, including:
Carrier, NVOCC, or contracting carrier when issuing its own transport document (e.g., Forge ocean bill of lading or air waybill);
Freight forwarder, agent, or property broker when arranging transportation performed by independent carriers or other third parties;
Warehouseman when issuing a warehouse receipt or providing storage/handling absent a transport document;
Software and data services provider where Customer subscribes to platform/visibility services; or
Any other commercial capacity permissible under law.
Forge may perform the Services through subcontractors and independent contractors.
All Forge affiliates, employees, agents, subcontractors and their personnel are third-party beneficiaries of Forge’s defenses, limitations of liability, exclusions, and immunities to the same extent as Forge (Himalaya).
Customer is solely responsible for:
Accuracy and completeness of all data, documents, and instructions (including dimensions, classification, valuation, origin, licenses, permits, ISF and security filings, packaging, labeling/marking, verified gross mass (VGM), dangerous goods or hazardous materials declarations, and mode- or lane-specific requirements).
Compliance with all applicable laws, sanctions and export controls, anti-boycott, anti-corruption, customs and trade laws (including anti-dumping and countervailing duties (AD/CVD)), product safety, hazardous materials, environmental standards, modern slavery and human rights requirements, and data protection laws. Forge may refuse, suspend, or terminate Services where performance would violate applicable law or present undue compliance risk. Customer bears all costs, and will indemnify Forge for all such costs, arising from non-compliance and remediation.
For shipments involving multiple modes:
If loss, damage, or delay is localized to a particular leg, liability is determined by the mandatory regime applicable to that leg (e.g., Montreal Convention, Hague-Visby Rules, CMR, CIM/SMGS, or applicable domestic statute) and the applicable carrier’s defenses/limits apply.
If the place of loss cannot be established, liability is determined by the regime and limit applicable to the principal international leg evidenced by the governing transport document for the movement. If no such regime applies, liability is limited to 2 SDR per kilogram of gross weight of the affected goods. Liability is not cumulative across legs. Deviation doctrines and “fundamental breach” theories do not displace applicable conventions or limits where mandatory law permits limiting.
Forge must approve in writing, and Customer must pay any additional surcharges where applicable for, any shipments having a declared or insured value of 50,000 USD or greater (“High-Value Shipment”), prior to the tender and Forge’s acceptance of such shipment. No increase to liability beyond that stated in these Primary Terms or the applicable governing agreement shall apply unless Forge confirms in writing a declared value or increased carrier liability limit. If any proposed increase of the declared value of the products, goods, or cargo is not accepted by Forge prior to the commencement of Services, then statutory or contractual limits apply. Cargo insurance is not included and is available for separate purchase, if available. Forge may refuse High-Value Shipments absent insurance or adequate increased liability arrangements.
Customer must disclose High-Value Shipments or unusual goods and comply with any special handling requirements. Forge may condition acceptance on insurance or declared value buy-up, or refuse transport or storage at its sole discretion.
All Services are subject to Forge’s Payment Terms and Conditions, available at forgehq.com/terms-and-conditions (“Payment Terms”). Customer shall pay all freight, duties/taxes, accessorials, and other charges when due, without setoff, counterclaim, or deduction, subject to any dispute windows stated in service-specific terms or the Payment Terms. Payment mechanics and authorizations are governed by the Payment Terms. Failure to pay outstanding and due invoices may result in Forge’s immediate suspension of Services, at Forge’s sole discretion.
Visibility data, analytics, ETAs, forecasts, and dashboards are informational and not guaranteed. Operational instructions must be provided through designated channels. Customs and regulatory filings rely on Customer-supplied information. Forge is not liable for decisions Customer makes based on visibility data or forecasts, except to the extent required by mandatory law. The terms “Data” and “Intellectual Property,” and all Data access and use, Intellectual Property rights, and software services, are governed by Forge’s Software and Visibility Terms and Conditions and Forge’s Website Terms of Use, available at forgehq.com/terms-and-conditions.
Except to the extent prohibited by mandatory law, Forge is not liable for delay or delay damages. Where delay liability cannot be disclaimed, it is limited to the applicable convention or statute.
Customer shall defend, indemnify, and hold harmless Forge and its respective directors, officers, employees, agents, and subcontractors from and against any and all claims, demands, fines, penalties, losses, liabilities, damages, and costs, including attorney’s fees and expenses of defense, investigation, and enforcement, arising out of or relating to: (a) the goods (including condition, packaging, labeling, inherent vice, or non-compliance with law); (b) inaccuracies or omissions in information or instructions provided by or on behalf of Customer; (c) Customer’s breach of these Primary Terms or any service-specific terms; or (d) claims by consignees, owners, insurers, or other third parties, except to the extent finally determined to have been caused by Forge’s willful misconduct or fraud. Forge may select counsel to defend any claim subject to indemnity, with Customer responsible for defense costs. In any action involving a claim of ownership of goods being transported, regardless of whether brought by Customer or any third party, this indemnity shall apply.
To the fullest extent permitted by law:
Mode-specific and warehouse liabilities are governed by separate terms and conditions and the applicable conventions or statutes, transport documents, and service-specific terms (e.g., Montreal/Warsaw, Hague/Hague-Visby, CMR, CIM/SMGS, warehouseman terms).
For Services not subject to a specific convention or statute or an applicable transport or warehouse document, Forge’s liability is limited to the lesser of (i) the amounts Customer paid for the affected Services, and (ii) $50,000 USD per occurrence, unless otherwise stated in service-specific terms. Customer may request higher limits per Section 5.
No indirect, special, incidental, punitive, exemplary, or consequential damages of any kind will apply to Forge (including loss of profits, revenue, use, market, business, or data), even if advised of the possibility. Nothing excludes or limits liability to the extent caused by Forge’s willful misconduct or fraud, or where such exclusion/limitation is prohibited by mandatory law.
Mode-specific notice and suit-filing deadlines under applicable conventions or statutes and transport documents control the timing for filing claims and lawsuits. For non-carriage claims not subject to a specific agreement or statute: Customer must provide written notice within 30 days of discovery of a claim, and any action must be commenced within 9 months of delivery or scheduled delivery (or, for non-delivery, within 9 months of scheduled delivery). Ocean-related demurrage and detention disputes must follow Forge’s OSRA tariff dispute procedures and timelines, available at forgehq.com/terms-and-conditions/osra-dd-dispute-resolution.
Forge is not liable for any failure or delay to the extent caused by events beyond its reasonable control, including acts of God, extreme weather, fire, flood, earthquake, war, terrorism, riot, civil commotion, strikes or labor disputes, epidemics or pandemics, governmental actions or embargoes, port or terminal closures or congestion, infrastructure outages, or extraordinary failures of third-party networks or systems. Forge may suspend Services during force majeure and allocate capacity in a fair and reasonable manner. Customer bears resulting storage, demurrage, detention, and other third-party pass-through costs.
Forge shall have a general and continuing right of retention and lien on the Goods as well as on any other property of Customer coming into Forge’s actual or constructive possession or control for monies owed to Forge with regard to the shipment on which the lien is claimed, a prior shipment(s), or any other prior obligation, including, without limitation, freight, dead freight, demurrage, detention, any charges, and for any expenses Forge incurs for storage, security, repacking, remarking, fumigation, or required disposal of goods, for fines, dues, tolls, or commissions Forge has paid or advanced on behalf of the goods, for any sums, including, without limitation, for legal expenses Forge has incurred because of any attachment or other legal proceedings brought against the goods by governmental authorities or any person claiming an interest in the goods. The failure to pay any charges may result in a lien on a future shipment(s), including the cost of storage and appropriate security for the subsequent shipment(s) that Forge may hold under this section. In any event, Forge’s lien shall survive discharge or delivery of the goods.
Forge shall provide written notice to Customer of Forge’s intent to exercise its lien rights, which notice shall set forth the exact amount of monies due. Customer shall notify all parties it knows to have an interest in the shipment(s) of Forge’s lien rights and the exercise of such rights.
Unless, within 30 days of receiving notice of lien, Customer posts cash or letter of credit at sight, or if the amount due is in dispute, an acceptable bond equal to 110 percent of the value of the total amount due, in favor of Forge, guaranteeing payment of all monies due, plus all ongoing and accruing charges, such as storage, Forge shall have the right to enforce its lien by public or private sale of the goods or any other property of Customer, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after which Forge shall refund to Customer any net proceeds remaining after such sale. Customer shall remain liable for any deficit after such sale.
If goods are unclaimed during a reasonable time, or whenever in Forge’s opinion the goods will become deteriorated, decayed or worthless, Forge (without responsibility to it) may at its discretion and subject to its lien, sell, abandon, or otherwise dispose of such goods at the sole risk and expense of Customer.
Except where a transport document or mandatory law provides otherwise:
If Customer is domiciled in Europe, these Primary Terms are governed by the laws of the Netherlands, with exclusive venue and jurisdiction in the courts of Amsterdam, the Netherlands.
If Customer is domiciled in Asia, these Primary Terms are governed by the laws of Hong Kong, with exclusive venue and jurisdiction in the courts of Hong Kong, SAR.
If Customer is domiciled elsewhere, these Primary Terms are governed by the laws of the State of New York, U.S.A., with exclusive venue and jurisdiction in the state and federal courts located in New York. Each Party irrevocably submits to such courts. To the extent permitted by law, the Parties waive any right to a jury trial.
Nothing herein prevents Forge from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect confidential information or intellectual or proprietary rights.
Forge will update these Primary Terms in the following manner:
Administrative or immaterial updates are effective upon posting at forgehq.com/terms-and-conditions or the applicable sub-page.
Material changes take effect 30 days after notice via a Forge application, platform, or email, except where earlier effectiveness is required by law or to address urgent compliance risks or where allowed by service-specific terms. Transport documents for a shipment remain governed by the version in effect at issuance.
Forge may provide notices via electronic platform, email, or mail to a Customer-provided address. Customer consents to electronic communications for contractual and operational purposes. Notices are effective as stated in the service-specific terms or, if silent, when sent.
Customer may not assign these Primary Terms, including its liabilities and obligations, without Forge’s prior written consent. Forge may assign to an Affiliate or in connection with a reorganization or sale of all or substantially all relevant assets (including those of an entity or business operation).
If any provision of these Primary Terms is held invalid, the remainder remains in force. No waiver is effective unless in writing and no waiver of one breach is a waiver of any other.
These Primary Terms and all other Forge terms and conditions are prepared in English. Translations made available by Forge are for convenience only; the English version governs in case of discrepancy, except where local law requires otherwise. All current Forge terms and conditions are found at forgehq.com/terms-and-conditions, as may be updated from time-to-time. If a service lacks a published service-specific term, these Primary Terms control, subject to Section 1 herein.
Sections 3-14 of these Primary Terms survive termination or completion of Services.
