Centrum Terms & Conditions

Last updated: 18th March 2023

By requesting or accepting goods or services from Centrum Inc., and/or its subsidiaries and affiliates (collectively, Centrum), the Customer agrees to the following terms and conditions of service (“Terms and Conditions”). Centrum may from time to time change these Terms and Conditions. Any changes are effective immediately upon publication on our website.

General Rate and Quote Terms

By requesting or accepting services, rates or quotes from Centrum Inc., and/or its subsidiaries and affiliates (collectively, Centrum), the Customer agrees to the following Rate and Quote Terms and Conditions (“R&Q Terms and Conditions”) that shall apply to and/or shall be incorporated by reference in all rates, quotes (including acceptance of quotes) and bookings provided to Customer and/or made by Customer and to the extent that the R&Q Terms and Conditions do not conflict with any other terms and conditions or contracts agreed to between the parties.

General

• All rates are based on dry, standard weight general cargo and will be subject to any overweight, HAZMAT, or special equipment surcharges if applicable, unless otherwise specified. Rates for commodities other than general cargo (e.g., batteries and hazmat will be provided upon verification of MSDS). Cargo that is unknown, or determined to be perishable, pharmaceuticals, live animals, oversize or Out of Gauge (OOG), Aircraft On Ground (AOG) or any other category of cargo that is not general cargo and covered by our general rates below will require rate modification unless such rate modification is specifically identified in the rate provided. Centrum reserves the right to review and reassess rates if the cargo characteristics deviate from the information provided to Centrum at the time a rate was provided
• Rate sheets and quote(s) shall be kept confidential. Any breach of this confidentiality may give rise to a cause of action for damages and all other equitable relief available by law or equity
• All applicable charges shall be determined based on the actual weight and dimensions of the cargo as tendered.
• Rates exclude VAT (where applicable).
• Rates are valid as per the validity period stated in the rate sheet or quote (the “Contractual Validity Period”). Without limiting the foregoing, rate sheets will include an offer date, an effective date, and an expiration date, all of which are material terms that shall govern the validity of the rates stated therein. Methods of acceptance are specified in sections “International Shipments - Ocean, Air and Rail Services” and “U.S. Ocean Trade Lane / NRA”.
• If Centrum has not provided a rate sheet and/or quote that remains valid, under section 5 above, to Customer, then Centrum reserves the right to apply spot pricing rates as of the date Centrum receives the cargo for transport.
• Rates will be subject to local origin or destination charges. It is expressly reserved that Centrum has the right to collect local origin or destination charges from any party associated with the Bill of Lading irrespective of specified incoterm.
• Freight shall be paid in the currency in which it is quoted. Centrum reserves the right to apply a Currency Adjustment Factor (CAF) surcharge.
• Rates are subject to capacity, availability and Peak Season Surcharge (PSS), Panama Canal surcharge and/or General Rate Increases (GRI) to the extent allowable under applicable law.
• Centrum reserves the right to pass through any carrier-imposed surcharge (e.g. fuel charges, security charges, VGM charges, equipment charges, (air) port related surcharges, terminal waiting time, etc.) that are not in the tariff, as they are incurred and allowed under applicable law. Customer understands that these surcharges may occur without prior notice.
• Rates do not include accessorials (including but not limited to warehousing, labeling, palletization, storage, insurance, duties, taxes, order management services, etc.) unless such accessorials are otherwise specified within the rate provided. Cargo insurance is available for separate purchase at time of shipping and is not included in the rate provided.
• All quotes for insurance coverage are provided by Centrum’s licensed insurance subsidiary and are based on information provided by customer. Rates are for information purposes only and intended to provide the customer with a brief overview of the coverages provided. It is not intended to provide the customer with all policy exclusions, limitations and conditions. The precise coverage afforded is subject to the terms, conditions, and exclusions of the policies issued. All insurance quotes are for reference purposes only and must be agreed to in writing by Customer.
• All transit times are estimates only and are not guaranteed. Estimates are based on underlying carrier schedules when available and assume timely Customs release. Transit times are subject to change without notice.
• Centrum reserves the right to charge for freight if Customer cancels a shipment within 48 hours of estimated time of departure.
• Any rate term detailed in a Rate Sheet shall supersede what is listed in a Request for Proposal or Request for Quote.
• All rate quotes and booking acknowledgments are sent to Customer via email or Centrum’s online platform. To adjust your notification settings, please visit your User Profile at www.centruminc.com
• All transactions are subject to Centrum's Terms and Conditions available at https://www.centruminc.com/terms and FMC Ocean Tariff available at www.dpiusa.com/tariffs

International Shipments - Ocean, Rail and Air Services:

Rate sheets for trade lanes not involving the United States will include an expiration date upon which the rate sheet automatically expires. Customer's failure to accept such rate sheets on or before the stated expiration date renders the rate sheet null and void. For Quotes, booking of cargo by email, telephone or Centrum's online platform by the customer or its designated agent or third party, constitutes acceptance of the quote and terms. Tendering the cargo to be transported to Centrum shall also imply acceptance of the quote or rate sheet and terms. Centrum may amend quotes prior to cargo receipt. Centrum will notify Customer of all quote amendments via Centrum’s online platform. Any amendments to accepted quotes will be deemed approved by Customer, unless Centrum receives notice of booking cancellation no less than 48 hours prior to taking possession of cargo.

Ocean FCL:

• Rates provided are for the container size(s) specified on the rate sheet. Any shipment request for a container size not priced in the bid will be subject to spot pricing, unless otherwise specified
• Rates are based on an agreed upon weekly allocation per lane, adjusted for volume performance if needed. By default the weekly allocation is deduced from the volume per lane as provided over the rate validity in the offer. Centrum reserves the right to provide spot pricing for any volume above weekly agreed upon allocation per lane.
• In the event carrier adjusts service offering, (i.e blank sailings, string adjustments, port omissions), Centrum will use best efforts to provide a suitable alternative. This may impact or change the original schedule, routing and/or rate or quote which will be passed on to Customer.
• Ocean freight rates include Bunker Adjustment Factor (BAF) and Low Sulfur Surcharge (LSS) and will be subject to float on a quarterly basis. The BAF and LSS baseline shared in the Rate Sheet is indicative. BAF and LSS levels will be confirmed by Centrum before the start of each quarter.
• Demurrage and Detention freetime will be charged based upon Centrum Standard per port terms and tariffs (23-030, 23-040) unless explicitly specified.
• Shipments will be subject to additional port or wharfage charges. Rates are passed through from the terminal and are subject to change without notice.

LCL:

• LCL Ocean Freight Rates are subject to a minimum of one weight or measure equivalent, whichever is greater.
• LCL Cargo, where the final port is an ocean port will be measured at a ratio of 1 CBM = 1000 KG.
• LCL Cargo, where the final port is an inland port (IPI) will be measured at a ratio of 1 CBM = 333 KG unless otherwise specified.

Air:

• All rates are based on chargeable weight defined by 1:6 dimensional ratio, maximum of (Gross Weight, Volume * 1000/6)
• Rates are valid for the validity, transit, package dimensions and commodity quoted. Any and all cargo with characteristics different than those quoted per the rate will be subject to change with or without prior notice.
• Air freight rates are based on the estimated weights, volumes, and measurements of cargo provided by the customer. If any deviation occurs between booking and actual figures, Centrum may update pricing based on actual figures.
• Fuel and security surcharges will vary by origin as per public market index or airline index, whichever standard is applicable, identified by Centrum and will be passed on as incurred without prior notice.
• Main freight transit times are calculated from CFS to CFS (including consolidation and deconsolidation time) and exclude Sundays, public and observed holidays.
• Rates are valid for the period stated within the rate and subject to maximum weekly volumes stated in the proposal.
• If Centrum faces a deadfreight penalty due to incorrect booking information/late cancellation (within 48h), Centrum reserves the right to charge the client the applicable fees.
• In case equipment is provided the general conditions for use of ULD’s/equipment will apply.
• The free storage time, unless otherwise specifically agreed in writing, is 48 hours for all airfreight. After expiry of the free storage period, customer will be charged based upon Centrum standards per its airport terms and tariffs.
• Centrum will pass through at cost any fees incurred due to examinations of cargo. Fees may include, but are not limited to, transfer to the exam sites and detention related fees and costs.

Payment Terms & Conditions

These are the terms and conditions (the "Terms and Conditions") for use of a bank account registered with Centrum, Inc., or any of its affiliated companies (together “Centrum”), as a payment method for Centrum services. Please note that your use of the Centrum website is also governed by our Privacy Policy, as well as all other applicable terms, conditions, limitations and requirements contained on the Centrum website, all of which (as changed over time) are incorporated into these Terms and Conditions. If you choose to use a bank account as your payment method, you accept and agree to all Centrum Terms and Conditions.

• Bank Account Payments: By choosing to use a bank account as your payment method, you will be able to complete your purchase using any valid automated clearing house ("ACH") enabled bank account at a United States-based financial institution. Whenever you choose to pay for an order using your bank account, you are authorizing Centrum (or its agent) to debit your bank account for the total amount of your purchase (including applicable taxes, fees and shipping costs). Your transaction must be payable in U.S. dollars. Centrum, in its sole discretion, may refuse this payment option service to anyone or any user without notice for any reason at any time.
• ACH Authorization: By choosing your bank account as your payment method, you agree that: (a) you have read, understand and agree to these Terms and Conditions, and that this agreement constitutes a "writing signed by you" under any applicable law or regulation, (b) you consent to the electronic delivery of the disclosures contained in these Terms and Conditions, (c) you authorize Centrum (or its agent) to make any inquiries we consider necessary to validate any dispute involving your payment, which may include ordering a credit report and performing other credit checks or verifying the information you provide against third party databases, (d) you authorize Centrum (or its agent) to initiate one or more ACH debit entries (withdrawals) or the creation of an equivalent bank draft for the specified amount(s) from your bank account, and you authorize the financial institution that holds your bank account to deduct such payments, and (e) you authorize Centrum to debit your bank account or payment card on file, in order to settle any invoices not paid in full by the due date. You acknowledge that Centrum relies upon your ACH authorization when determining whether to provide transportation services to you. Therefore, in consideration for Centrum agreeing to rely, in whole or in part, upon your ACH authorization as a means of payment, you irrevocably authorize Centrum to debit your bank account for any changes related to any shipment that has been delivered for future shipments for which you have not accepted a quote by notifying Centrum in writing via credit@centruminc.com, provided, however such revocation shall not be effective for invoices that have already been shared with you or for foreseeable changes related to any quoted shipment at the time of your revocation. If you take any action to frustrate an ACH transaction authorized by these Terms and Conditions, then Centrum, automatically and without further notice revokes any credit terms or other payment accommodation which it may have previously afforded to you, accelerates you entire account balance, and your entire balance is immediately due and payable.
• Credit Card Payments: If you authorize Centrum to charge a credit card as a method of payment (a “Credit Card Authorization”), then you authorized Centrum, in its sole discretion, to charge the credit card account for the amount shown on any and all invoices presented to you without further notice to you. All credit card transactions will include credit card processing fee equal to 3.0% of the outstanding balance paid by credit card. You acknowledge that Centrum relies upon your Credit Card Authorization when determining whether to provide transportation services to you. Therefore, in consideration for Centrum agreeing to rely, in whole or in part, upon your Credit Card Authorization as a means of payment, you irrevocably authorize Centrum to charge your credit card for any charges related to any shipment that has been delivered or that is in transit. You may revoke your Credit Card Authorization for future shipments for which you have not accepted a quote by notifying Centrum in writing via credit@flexport.com, provided, however such revocation shall not be effective for invoices that have already been shared with you or for foreseeable charges related to any quoted shipment at the time of your revocation. If you take any action to frustrate a transaction authorized by these Terms and Conditions, then Centrum, automatically and without further notice, revokes any credit terms or other payment accommodation which it might have previously afforded to you, accelerates your entire account balance, and your entire balance is immediately due and payable.
• SEPA Direct Debit: By choosing SEPA direct debit as your payment method, you agree that: (a) you have read, understand and agree to these Terms and Conditions, (b) you authorize Centrum (or its agent and/or payment service provider) to send instructions in accordance with the mandate to your bank to debit your account and you authorize your bank to debit your account in accordance with the instructions from Centrum, and (c) you give explicit consent to Centrum and the payment service providers to retrieve, process, transmit and store personal data required for the execution of the direct debit. You acknowledge that Centrum relies upon your SEPA direct debit authorization when determining whether to provide transportation services to you. Therefore, in consideration for Centrum agreeing to rely, in whole or in part, upon your SEPA direct debit authorization as a means of payment, you irrevocably authorize Centrum to collect from the bank account in accordance with the mandate. If your bank declines your direct debit payment for any reason for which you are responsible (such as insufficient funds), we may charge an additional fee of up to €5, in addition to our right to collect any other amount owed to us. This does not affect your right to withdraw the direct debit authorization free of charge if there is no amount due. In the event the action is taken to withdraw the authorization, then Centrum, automatically and without further notice revokes any credit terms or other payment accommodation which it may have previously afforded to you, accelerates your entire account balance, and your entire balance is immediately due and payable.
• BACS Direct Debit: By choosing BACS direct debit as your payment method, you agree that: (a) you have read, understand and agree to these Terms and Conditions, (b) you authorize Centrum (or its agent and/or payment service provider) to request payment from the account detailed in the BACS instruction subject to the safeguards by the Direct Debit Guarantee, (c) you understand that the instruction may remain with Centrum and, if so, details will be passed electronically to your Bank/Building Society, and (d) you give explicit consent to Centrum and the payment service providers to retrieve, process, transmit and store personal data required for the execution of the direct debit. You acknowledge that Centrum relies upon your BACS direct debit authorization when determining whether to provide transportation services to you. Therefore, in consideration for Centrum agreeing to rely, in whole or in part, upon your BACS direct debit authorization as a means of payment, you irrevocably authorize Centrum to collect from the bank account in accordance with the mandate. If your bank declines your direct debit payment for any reason for which you are responsible (such as insufficient funds), we may charge an additional fee of up to £5, in addition to our right to collect any other amount owed to us. This does not affect your right to withdraw the direct debit authorization free of charge if there is no amount due. In the event the action is taken to withdraw the authorization, then Centrum, automatically and without further notice revokes any credit terms or other payment accommodation which it may have previously afforded to you, accelerates your entire account balance, and your entire balance is immediately due and payable.
• Partial Debits and Returned Payments: If your full invoice total is not processed by us at the same time, you hereby authorize partial debits from your bank account, not to exceed the total amount of your order. If any of your payments are returned unpaid, you authorize Centrum (or its agent) to make a one-time electronic fund transfer from your account to collect a return fee. The return fee may be added to your payment amount and debited from your bank account if we resubmit an ACH debit due to insufficient funds. In addition to any applicable late fees or charges, any unpaid principal balance shall accrue interest at the rate of 2% per month (24% per annum), calculated monthly, commencing the day after the invoice due date, until the balance is paid. We may initiate a collection process or legal action to collect any money owed to us. You agree to pay all our costs for such action, including any reasonable attorneys' fees.
• Contacting Centrum: Transactions that we process using your bank account will be identified as "Centrum" (or similar identifier) on the statement issued by your bank or other financial institution holding your account. All questions relating to any transactions made using your bank account by us should be initially directed to us. You may contact us regarding your invoices s or any payments made using your bank account and by writing to us at ar@centruminc.com. You may also view your billing history with Centrum at any time in the “Billing” tab of the Centrum website.
• Transaction Errors: If you believe that any payment transaction initiated by Centrum (or its agent) with respect to your bank account is erroneous, or if you need more information about any such transaction, you should contact us as provided in Section 7 of these Terms and Conditions. We reserve the right to cancel the ability to pay by bank account for any reason at any time.
• No Offsets; Notice of Disputes: Customer shall pay all freight and accessorial charges in full, without any reduction based upon an alleged offset, counterclaim or other deduction. Full payment of freight and accessorial charges shall be a condition precedent to Customer's right to assert an offset, counterclaim or other deduction. Customer must contest/dispute any freight or accessorial charges in writing by email for Centrum’s review within 30 days of its receipt of an invoice that includes the contested charges.
• Credit and Payment Terms: Centrum’s standard payment terms require receipt of cash before performance of services. We may, in our sole discretion, extend credit to you. The amount and terms of credit are subject to our periodic review. Centrum may in its sole discretion increase, decrease, suspend or revoke credit at any time for any reason and without advance notice. Except to the extent we otherwise agree, Centrum has no obligation to make or incur any expense, guarantee or advance for any purpose.
• Electronic Delivery of Future Disclosures: You agree to accept all disclosures and other communications between you and us on this website or at the primary e-mail address associated with your Centrum customer account. You should print and retain a copy of all such disclosures and communications.
• Agreement Changes: We may in our discretion change these Terms and Conditions, other applicable terms and conditions, and/or our Privacy Policy at any time without notice to you. If any change is found to be invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any other changes or the remainder of these Terms and Conditions. We reserve the right to subcontract any of our rights or obligations under these Terms and Conditions. IN THE EVENT THAT WE CHANGE THESE TERMS AND CONDITIONS, YOUR CONTINUED USE OF YOUR BANK ACCOUNT AS A PAYMENT METHOD CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.