Ocean Freight Terms and Conditions

Please carefully read these Terms as they govern the contractual relationship between the Customer,  Merchant and KYNTRX, unless and to the extent prevailing valid contractual arrangements are in force  between the Merchant and KYNTRX in respect of the relevant Shipment. 

“Carrier” means that certain carrier contracted by KYNTRX to provide the services described herein, and on whose behalf the applicable Bill of Lading has been issued as indicated on the face hereof, whether acting as carrier or bailee. 

“Customer” means any person for whom KYNTRX agrees in writing to arrange the services described  herein for payment. 

“Dangerous or Hazardous Goods” means Goods classified, designated or described as dangerous by any statute, regulation, or the Dangerous Goods code issued by the International Maritime Organization and also includes any Goods which are or may be unstable or present a hazard or  danger to the conveyance in which they are carried or to other property, goods or any person, whether or  not the Goods are identified as dangerous by any authority. 

“Goods” means the property (cargo) of Customer or Merchant which are to be transported pursuant to  these Terms and Conditions. 

“KYNTRX’ means KYNTRX Logistics USA, LLC, an Illinois limited liability company, acting as  an agent of Customer and an intermediate between Customer and Carrier, whereby KYNTRX  provides a quote or executes any booking based on a quote, or any other operating entity  that is notified to the Customer via writing (with email or other electronic communication  form being sufficient). 

“Merchant” means and includes the shipper, consignee, receiver, holder of this document, owner of the Goods, person entitled to the possession of the Goods, and any person,  corporation, company or other legal entity having any interest in the Goods, or anyone acting on behalf of any such person or entity. 

“Multi-Modal Transportation” means and refers to services herein which may include both Carriage by a Vessel and Carriage by one or more inland (surface) motor and/or rail carriers.

“Subcontractors” shall include all direct and indirect subcontractors, servants and agents of Carrier and their respective subcontractors, servants and agents, including vessel operators, motor and rail carriers, packers, warehousemen, stevedores, and container freight stations

“Third Parties” shall include, but not be limited to, the following: carriers, forwarders, Ocean  Transportation Intermediaries (“OTIs”), property brokers, customs brokers, agents, warehousemen  and others which the goods are entrusted for transportation, cartage, handling and/or delivery and/or  storage or otherwise. 

“Vessel” means and includes the vessel, or any other vessel, ship, craft, lighter or other water conveyance to which the Goods are loaded for any purpose. 

1. APPLICABILITY OF TERMS: 

These Terms and Conditions apply to the intermediate services of KYNTRX utilized to arrange the  transportation the Goods. These Terms and Conditions shall apply to all claims against KYNTRX and  KYNTRX’s Subcontractors, whether the claim is based in contract or in tort, including, but not limited to,

claims for indemnity and contribution. In agreeing and accepting the terms of this document, the shipper acts for itself and also each Merchant to bind each Merchant to terms of this document. 

2. ENTIRE AGREEMENT  

2.1 In addition to the terms herein, these Terms and Conditions are subject to all of the terms and provisions of any applicable tariffs on file or published or required to be filed or published by the  applicable carrier, as the case may be, with or by the Federal Maritime Commission or other  regulatory body that may govern particular portions of the services. 

2.2 If any part of this document is rendered invalid, such invalidity shall attach only to the offending provision or part thereof and the remaining part of such provision and all other provisions herein shall continue in full force and effect. 

3. KYNTRX’S SUBCONTRACTORS 

3.1 CUSTOMER understands and agrees that KYNTRX functions as an independent entity, and not as a  carrier, in selling, negotiating, and arranging for transportation for compensation, and that the actual  transportation of shipments tendered to KYNTRX shall be performed by third-party motor carriers and/or subcontractors. All or part of the services may be performed by Subcontractors of KYNTRX without prior  notice of the same to Merchant. KYNTRX may freely engage Subcontractors pursuant to their contractual terms, which shall in all events be binding upon Merchant. 

3.2 If the Goods are lost, damaged, or delayed on the sea portion of the transportation, and the Vessel owner or demise charterer seeks to limit its liability pursuant to 46 U.S. Code §§ 181 et seq. or  pursuant to a similar limitation regime of another nation, claims or suits may only be brought against that Vessel owner or demise charterer. In all other circumstances, claims or suits may only be brought against KYNTRX. In the event a claim or suit is nevertheless brought against any Subcontractor, that  party is entitled to all exceptions, exemptions, defenses, immunities, limitations of liability, privileges and conditions granted or provided to KYNTRX under these Terms & Conditions as a third party beneficiary. The aggregate and collective sum recoverable from KYNTRX and its Subcontractors shall in no event exceed KYNTRX’s liability limit as provided by the terms and conditions. 

4. NEGOTIABILTY OF DOCUMENT AND RELEASE OF GOODS 

4.1 These Terms and Conditions shall be presumed to be non-negotiable. Delivery of the Goods may be made, at the sole discretion or direction of KYNTRX, to the nominated consignee without surrender of an original counterpart receipt; such delivery shall constitute due delivery. KYNTRX, or Carrier on  behalf of KYNTRX, may nevertheless in its discretion, but shall not be required to, demand surrender of an original endorsed non-negotiable bill of lading before releasing the Goods. 4.2 The party receiving the Goods warrants their entitlement to such receipt and agrees to indemnify KYNTRX and any Third Party against all damages and liabilities KYNTRX may incur as a result of releasing the Goods. 

5. DESCRIPTION, COMPLIANCE AND INSPECTION OF GOODS AND AGREED VALUE

5.1 Merchant warrants that the Goods are fit to be carried in an unventilated, unheated, unrefrigerated Container or other stowage space and withstand condensation / container “sweat.” 5.2 Vehicles accepted for transportation must be properly prepared by Merchant and be free of  personal belongings, exterior racks or other removable accessories. Keys, registration and title must be tendered with vehicle. Vehicles may be subject to preshipment and/or post-shipment survey by KYNTRX  and KYNTRX’s Subcontractor at its sole discretion with or without notice to Merchant but always at Merchant’s expense. 

5.3 Merchant warrants that the description, marks, numbers and quantities of the Goods, as well as designation of Merchants, are accurate, complete and comply with all regulations. Merchant shall have the exclusive burden to provide verified gross mass (VGM) of Goods as obtained on calibrated  and certified equipment. KYNTRX and KYNTRX’s Subcontractors shall be entitled to rely on the  accuracy of the weight information provided by Merchant for all purposes, including compliance with  the VGM requirement under the Safety of Life at Sea Convention. KYNTRX and KYNTRX’s Subcontractors shall be entitled to tender, counter-sign or endorse such certificates, weight tickets or other weight data provided by Merchant as Carrier’s own VGM to subcontractors, including the Vessel operator. Merchant agrees to indemnify and hold KYNTRX and KYNTRX’s Subcontractors harmless from any and all claims, losses, penalties and/or costs resulting from incorrect gross mass or other information  provided by Merchant. 

5.4 Merchant has the exclusive obligation to ensure, and hereby warrants, the Goods and Merchants are compliant with all relevant authorities and are legally eligible for Carriage in all respects under all relevant governing laws and regulations. 

5.5 Without any obligation to do so, KYNTRX and KYNTRX’s Subcontractors shall have unrestricted liberty to inspect packaging and contents of the Goods for any purpose and to inquire and verify the  accuracy or sufficiency of information provided and to seek assurances. Any discrepancies may result in  shipment delay, cancellation and/or additional charges. KYNTRX and KYNTRX’s Subcontractors may disclose and report, whether on a mandatory or voluntary basis, any regulatory non compliance to authorities; such authorities may exercise forfeiture and/or assess penalties against Merchant. 

5.6 Notwithstanding any document to the contrary, Merchant warrants that Goods comprised of  personal effects (including household goods) have a replacement value at destination of $0.10 per  pound and no more. Merchant and KYNTRX agree to this value in recognition of the subjective nature of personal effects, unless the shipper declares a higher value as provided at Clause 8.5. 

6. DANGEROUS AND/OR HAZARDOUS GOOD 

6.1 KYNTRX and KYNTRX’s Subcontractors may accept or reject as its sole discretion Dangerous or  Hazardous Goods for transportation.  

6.2 Merchant shall comply with mandatory rules according to the applicable national law or international convention relating to the Carriage of Dangerous or Hazardous Goods and shall inform KYNTRX in writing prior to tender of the Goods the exact nature of the danger or hazard and indicate to it the precautions to be taken. If the Goods become a danger to life or property, they may in like manner be unloaded or landed at any place or destroyed or rendered harmless without  compensation to Merchant and Merchant shall indemnify KYNTRX and KYNTRX’s Subcontractors of all damages and liabilities arising therefrom.  

7. LIMITED CLAUSE PARAMOUNT 

7.1 (FROM AND BETWEEN UNITED STATES PORTS) Whether or not applicable by force of law, and except as specifically provided in this Clause 7 and in Clause 8.1, the United States Carriage of Goods by  Sea Act (COGSA), 46 U.S.C. § 30701 (Note), is incorporated by reference as terms of this contract for Carriage whether the Goods are carried on or under deck, before the Goods are loaded on and/or after the Goods are discharged from the Vessel, and throughout the entire time the Goods are in the custody or are the responsibility of Carrier in providing the services, whether acting as carrier or bailee. Nothing contained herein shall be deemed a surrender by KYNTRX and KYNTRX’s  Subcontractors of any of its rights or immunities or an increase of any of its responsibilities under  COGSA. 

7.2 (TO AND FROM NON-UNITED STATES PORTS) Whether or not applicable by force of law, and except as specifically provided in this Clause 7 and in Clause 8.1, the Hague Rules as Amended by the Brussels Protocol 1968 (the “Hague-Visby Rules”) are incorporated by reference of these Terms And  Conditions, whether the Goods are carried on or under deck, before the Goods are loaded on and/or after the Goods are discharged from the Vessel, and throughout the entire time the Goods are in the custody or are the responsibility of KYNTRX’s Subcontractors in performing services hereunder, whether acting as carrier or bailee. Nothing contained herein shall be deemed a surrender by KYNTRX and KYNTRX’s Subcontractors of any of its rights or immunities or an increase of any of its responsibilities under the Hague-Visby Rules. 

8. LIMITATION OF LIABILTIY  

8.1 Unless the shipper declares a higher value as provided at Clause 8.5, KYNTRX liability for loss or damage occurring during any portion of the Carriage shall be limited to a maximum of $100 per package of the portion of Goods adversely affected, or for Goods not shipped in packages, per customary freight unit. In the event of loss or damage subject to mandatory applicable law which invalidates KYNTRX’s otherwise applicable maximum contractual liability hereunder, KYNTRX’s liability shall be limited to the lowest amount permissible by / in accordance with such applicable law unless the shipper declares a higher value as provided at Clause 8.5. 

8.2 In any and all events, nothing in this document shall constitute a surrender of any liability immunity or limitation inuring to KYNTRX’s benefit under any applicable law, even if such immunity or limitation by law results in a liability of KYNTRX less than the otherwise applicable maximum contractual liability hereunder. 

8.3 When it cannot be ascertained at what stage of Multi-Modal Transportation loss or damage  occurred, it shall be presumed to have occurred during periods of inland (surface) transportation, where and to the fullest extent permissible under applicable law. 

8.4 For purposes of KYNTRX’s liability, and for good and valuable consideration to Merchant in the form  of freight rate, the package or customary freight unit shall be the object and unit referred to in the “No. of Pkgs.” column on the face of this document and in the absence of designation in such column shall be deemed the Container. Liability for a vehicle shall never exceed liability for one package. 8.5 The Merchant may avoid the agreed values hereunder and the liability limitations hereunder, or  any other liability limitation imposed by applicable law, by unequivocally declaring the value of the Goods for liability purposes KYNTRX in writing prior to Carriage and paying KYNTRX an ad valorem freight rate. Such declared value shall only be binding upon KYNTRX to the extent also memorialized by KYNTRX in writing. KYNTRX’s knowledge of the value of Goods and/or Merchant’s declaration of the  value of the Goods to KYNTRX in regular course or for any other purpose, such as for Customs or insurance purposes, shall in no event constitute a declared value of the Goods to KYNTRX for liability purposes. 

8.6 In no event shall KYNTRX be liable for special, incidental or consequential damages, diminution in value, lost profits or revenues or loss of merchantability of the Goods, whether or not KYNTRX had  notice or knowledge that such may occur. In no event shall KYNTRX’s aggregate liability exceed the lesser of any agreed value, the actual value of any loss or damage (such as cost to repair) or the replacement value of affected articles, as may be proven by Merchant in the course of any claim if not agreed within these terms. Declared Value for liability is not an agreed valuation of the Goods. 8.7 KYNTRX does not guarantee delivery of the Goods at the port of discharge or place of delivery at  any particular time or to meet any particular market or use. KYNTRX shall have no liability for any direct  or consequential damages arising from delay or failure to notify Merchant as to the actual arrival and/or  delivery date of the Goods. In the event KYNTRX is nevertheless for any reason found liable for delay,  KYNTRX liability shall in all circumstances be limited to the lesser of the liability calculated pursuant to Clause 8.1 hereunder or twice the amount of freight charges billed Merchant for the Carriage. If the Goods are not delivered within 90 days of anticipated delivery date, the Goods shall be deemed lost, in the absence of contrary evidence. 

8.8 Notwithstanding anything herein to the contrary, KYNTRX and KYNTRX’s Subcontractors shall in no event have any liability whatsoever for any loss, damage, delay or failure in performance  hereunder as to, arising from or attributable to: (a) circumstances of inherent defect, quality or vice of  the Goods, including but not limited to susceptibility to damage because of atmospheric conditions  such as temperature and humidity or changes therein; (b) defective or insufficient packing not reasonably fit to withstand the ordinary rigors of contemplated transportation; (c) insufficiency or  inadequacy of marks on or description of Goods; (d) any act or omission of Merchant, its agent or  representative; (e) unsuitable or defective container provided by KYNTRX’s Subcontractors and  packed by Merchant if such unsuitability or defect would have been apparent to Merchant upon reasonable inspection; (f) arrest or restraint of princes, rulers of people or seizure under legal process, quarantine restrictions or embargo or any act of any public authority; (g) act, neglect or fault of the master, mariner, pilots or the servants of KYNTRX in the navigation or management of the  Vessel; (h) any act of barratry; (i) perils, dangers, and accidents of the sea or other navigable waters;  (j) saving or attempting to save life or property at sea or any deviation in rendering such service; (k) bursting of boilers, breakage of shafts or any latent defect in hull, equipment, machinery, hawsers or lines, unseaworthiness; (l) fire; (m) any force majeure event, to include but not be limited to, natural  disasters, strikes or lockouts or stoppage/restraint of labor from whatever cause, civil unrest, acts of war or armed conflicts and acts or threatened acts of public enemies, terrorists, pirates, hijackers or assailing thieves; (n) latent defects not discoverable by due diligence of KYNTRX and KYNTRX’s  Subcontractors, servants or agents; (o) any cause arising without the fault or privity of the KYNTRX and KYNTRX’s Subcontractors, servants or agents; (p) breakage of china, glassware, bric-a-brac or  similar articles of a brittle or fragile nature which are prohibited items; (q) electronic or mechanical  functioning of any articles including, but not limited to vehicles, televisions, computers, copiers, and  appliances, whether or not such articles are packed or unpacked by KYNTRX’s Subcontractors; (r)  theft of vehicle contents, damages caused by leaking vehicle fluids, vehicle damages comprised of hairline scratches, caused by flying gravel/debris, damage to antennas, low spoilers, low exhaust, ground effects, fog lights or any low accessories; (s) prohibited items of human remains, personal  photos, cash, notes, stamps, coins, deeds, negotiable documents, traveler’s checks, jewelry, previous  stones, watches, mobile phones, bullion, or similar valuable articles or articles of sentimental value; such items should be transported personally. 

8.9 Merchant shall indemnify KYNTRX and KYNTRX’s Subcontractors against any claim by a third party  or assignee of Merchant which imposes or attempts to impose upon Carrier any liability in connection with the Goods other than or in excess from that as provided herein, whether or not arising from negligence of KYNTRX and KYNTRX’s Subcontractors, servants or agents. 

9. ROUTE AND METHOD OF TRANSPORTATION 

All services and operations by or on behalf of KYNTRX and KYNTRX’s Subcontractors as relating to the Goods shall be deemed to be in the course of, a part of, related and/ or continuous to, the ocean transportation described herein. Without notice to the Merchant, KYNTRX and KYNTRX’s  Subcontractors has liberty and discretion to consolidate the Goods with other cargoes, carry the Goods  on or under deck and to choose or substitute the method, means, route, mode and procedure to accomplish the transportation. Subject to the compulsory application of COGSA or the Hague-Visby Rules, Goods to be carried on or above deck and which are so carried are carried without responsibility on the part of KYNTRX and KYNTRX’s Subcontractors for loss or damage of whatsoever nature arising during transportation by sea orinland waterway whether caused by unseaworthiness or negligence or any other cause whatsoever.  

10. MERCHANT LIABILITY FOR EQUIPMENT 

Merchant shall indemnify KYNTRX and KYNTRX’s Subcontractors against any loss of or damage to  Containers and other equipment provided by KYNTRX and KYNTRX’s Subcontractors, servants, or  agents which loss or damage occurs while in the possession or control of Merchant, its agents or  independent vendors engaged by or on behalf of Merchant. Merchant shall indemnify and hold  KYNTRX and KYNTRX’s Subcontractors harmless from and against any loss of or damage to property  of other persons or injuries to other persons caused by Containers or the Goods during handling by, or while in the possession or control of, Merchant, its agents or any independent vendors engaged by  or on behalf of Merchant. Merchant shall indemnify KYNTRX and KYNTRX’s Subcontractors of any  detention, demurrage or cleaning charges caused by Merchant's failure to cause Containers and other equipment to be timely retrieved and/or returned in an undamaged, clean and odorless condition.  

T H E S E R V I C E S A R E P R O V I D E D " A S I S " A N D " A S A V A I L A B L E , "  W I T H O U T W A R R A N T I E S O F A N Y K I N D , E I T H E R E X P R E S S O R  I M P L I E D , I N C L U D I N G , B U T N O T L I M I T E D T O W A R R A N T I E S O F  F I T N E S S F O R A P A R T I C U L A R P U R P O S E . 

11. DELIVERY 

11.1 The Goods shall be deemed to be delivered when they have been delivered to or placed at the   disposal of the Merchant or its agent in accordance with this Bill of Lading, or when the Goods have   been delivered to any authority or other party to which, pursuant to the law or regulation applicable   at the place of delivery, the Goods must be delivered or surrendered, or such other place at which KYNTRX and KYNTRX’s Subcontractors are entitled to call upon the Merchant to take delivery. 11.2 KYNTRX and KYNTRX’s Subcontractors shall also be entitled to store the Goods at the sole risk of  the Merchant, and the KYNTRX and KYNTRX’s Subcontractors’ liability shall cease upon the Carrier’s tender/delivery of the Goods to the appointed warehouse or storage facility. The cost of such storage shall be paid, upon demand, by the Merchant to the Carrier. 

11.3 If at any time the transportation is or is likely to be affected by any hindrance or risk of any kind

(including the condition of the Goods) not arising from any fault or neglect of KYNTRX and KYNTRX’s  Subcontractors, the Carrier may: abandon the Carriage of the Goods and, where reasonably practicable,  place the Goods or any portion of them at the Merchant's disposal at any place that KYNTRX and  KYNTRX’s Subcontractors may deem safe and convenient, whereupon delivery shall be deemed to have been made, and the responsibility of KYNTRX and KYNTRX’s Subcontractors in respect of such Goods shall cease. In such event, KYNTRX and KYNTRX’s Subcontractors shall be entitled to full  freight and the Merchant shall pay any additional costs arising out of such event. 

12. FREIGHT CHARGES AND EXPENSES TO MERCHANT 

12.1Freight charges shall be paid without any reduction or deferment on account of any claim, counterclaim or set-off, whether prepaid or payable at destination. Freight charges shall be deemed earned by KYNTRX upon its receipt of the Goods. Earned freight charges are non-refundable. Freight charges and all other amounts due KYNTRX and KYNTRX’s Subcontractors are to be paid in the  currency named KYNTRX, at the KYNTRX's option, in the currency of the country of origin or  destination. The Merchant shall reimburse and indemnify KYNTRX for any duties, taxes, demurrage,  detention, charges, liabilities or other expenses whatsoever in connection with the Goods or arising from any breach of warranty by Merchant hereunder or from any cause or reason not exclusively attributable to a liability of KYNTRX and KYNTRX’s Subcontractors.  

12.2 In the event Merchant breaches its warranty as to the accuracy and completeness of the description  and the marks, numbers, quantities and weight of the Goods, resulting in a lower freight charge than should be due and owing carrier based upon actual correct and complete description, marks, numbers, quantities and weight of the Goods, it is agreed that a sum equal either to double the correct freight charges properly assessed based upon actual correct and complete description, marks, numbers,  quantities and weight of the Goods, less the freight previously calculated or charged, shall be payable as  liquidated damages to KYNTRX. Such liquidated damages shall only relate to freight charges; KYNTRX reserves all rights to recover from Merchant other damages caused by Merchant’s breach of its warranty as  to the accuracy and completeness of the description and the marks, numbers, quantities and weight of the Goods. 

12.3 Notwithstanding acceptance by KYNTRX of instructions to collect freight charges or other expenses  relating to the Carriage from any specific person, Merchant shall remain responsible for such monies  on receipt of evidence of demand and the absence of payment for whatever reason. Shipper,  consignee and bill-to parties are jointly and severally liable for all charges and expenses related to the  services. Charges may be reversed to responsible parties if Goods are refused delivery or in the event payment is not made by the original bill-to party. 

13.LIEN, UNCLAIMED GOODS 

13.1 KYNTRX shall have a lien on any and all of the Merchant’s property for all advances, claims, costs, freight charges, duties, storage charges, surcharges, general average expenses, salvage expenses,  taxes, demurrage, money due and payable to KYNTRX by Merchant, including any lien and collection related costs, whether or not related to the Carriage of Goods under this document, a prior transaction /  an unrelated claim and/or any combination of the foregoing. The lien on the Goods shall survive  delivery to the Merchant. KYNTRX may sell the Goods privately or by public auction with or without notice  to the Merchant. If upon sale of the Goods the proceeds fail to satisfy the amount due to KYNTRX, together with the cost and expenses incurred, Carrier shall be entitled to recover any difference from Merchant. 

13.2 If the Goods are unclaimed after 15 days from date the Goods are placed at the disposal of the Merchant or are otherwise deemed undeliverable by KYNTRX, then KYNTRX may, at its discretion and subject to its lien and without any responsibility attaching to it, sell, abandon, or otherwise  dispose of the Goods solely at the risk and expense of the Merchant. 

13. 3 The proceeds of any sale shall be applied toward payment of lawful charges applicable to shipment and toward expenses of notice, advertising and sale, and of storing, caring for and maintaining  the Goods prior to sale, and the balance, if any, may be claimed by Merchant. 

14. GENERAL AVERAGE 

14.1 In the event of accident, danger, damage or disaster before or after the commencement of the  services herein, resulting from any cause whatsoever, whether due to negligence or not, for which, or  for the consequence of which, KYNTRX and KYNTRX’s Subcontractors are not responsible by statute, contract or otherwise, the Goods and the Merchant shall contribute in general average to the payment of  any sacrifices, losses or expenses of a general average nature that may be made or incurred and shall  pay salvage and special charges incurred in respect of the goods. Salvage shall be paid for as fully as if the said salving ship or ships belonged to strangers. Such deposit as KYNTRX and KYNTRX’s  Subcontractors may deem sufficient to cover the estimated contribution of the goods and any salvage and special charges thereon shall, if required, be made by the Goods and/or the Merchant prior to delivery.  14.2 Merchant shall defend, indemnify and hold harmless KYNTRX and KYNTRX’s Subcontractors in respect of any claim (and any expense arising therefrom) of a General Average which may be made against KYNTRX and KYNTRX’s Subcontractors. Merchant agrees to pay any and all sums or securities assessed by the General Average Adjuster for payments on account. 

14.3 Neither KYNTRX and KYNTRX’s Subcontractors shall be under any obligation to take any steps  whatsoever to post security for General Average or to collect security for General Average contributions due from the Merchant. Notwithstanding the foregoing, KYNTRX is authorized at its discretion to act on behalf of the Goods in any salvage proceeding at the sole expense of Merchant, unless Merchant arranges for separate representation. 

15. NOTICE OF CLAIM AND TIME FOR SUIT 

15.1Merchant shall inspect the Goods comprehensively and immediately upon delivery and/or  unpacking KYNTRX and KYNTRX’s Subcontractors. Unless Merchant provides written notice to KYNTRX of the nature of any loss or damage to the Goods at the time Carrier delivers the Goods and/or unpacks the Goods at destination, such delivery by Carrier is prima facie evidence of Carrier’s  delivery of the Goods in good order and condition. 

15.2 Where the loss or damage is not apparent and/or latent, the same prima facie presumption shall apply if notice in writing is not given to KYNTRX within 3 days after the day when the Goods were  delivered to the Merchant by Carrier or unpacked at destination by Carrier. Therefore, Goods not unpacked by Carrier should be immediately unpacked and inspected by Merchant upon delivery by Carrier. 

15.3 KYNTRX shall be discharged of all liability unless suit is brought against KYNTRX within one year from the date of delivery or the date on which the Goods should have been delivered. 

16 . MANDATORY VENUE, JURISDICTION, AND APPLICABLE LAW FOR DISPUTE RESOLUTION

Merchant and Customer agree that claims and disputes hereunder shall be governed and  interpreted by the laws of the State of Illinois, U.S., without reference to its choice of law  provisions. All suits to recover a claim must be exclusively submitted to the jurisdiction of  Northern District of Illinois located in Cook County, Illinois to which the Parties irrevocably  consent to personal jurisdiction and waive all objections thereto. Where claims are not  filed or suits are not instituted in accordance with the foregoing provisions, such claims  shall be deemed waived and will not be paid.