Terms and Conditions

Introduction

Welcome to Indray Inc ("We," "Us," "Our," "Broker"), a premier freight brokerage located in Piscataway, New Jersey. We specialize in connecting shippers and carriers to facilitate the efficient and reliable transportation of goods. By accessing and using our services, users ("You," "Your," "User") agree to comply with and be bound by the following terms and conditions. If you disagree with any part of these terms, please refrain from using our services.

Limitation of Liability

Indray Inc operates as a freight broker, facilitating connections between shippers and carriers. We are separate and distinct from the carriers who provide actual transportation services.

Separate Liabilities: Indray Inc is not responsible or liable for any actions, omissions, damages, losses, or liabilities arising from the operations, services, or contractual obligations of independent carriers.

Indemnification: Users agree to indemnify, defend, and hold harmless Indray Inc, its officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, and expenses (including legal fees) arising out of or related to their breach of these terms and conditions or their use of our services.

User Acknowledgment: By using our services, users acknowledge and agree that they are entering into contractual relations solely with Indray Inc for brokerage services, and that actual transportation is provided by independent carriers.

1. Definitions

• Carrier: The party providing the actual transportation of freight.
• Shipper: The party looking to transport freight from one location to another.
• Services: The brokerage services provided by Indray Inc.

2. Services

We act solely as an intermediary between carriers and shippers and do not operate any transportation vehicles or provide direct transportation services. Our role is to assist shippers in locating reputable carriers willing to transport their freight under mutually agreeable terms.

3. Insurance

Unless otherwise agreed in writing, Indray Inc will select Third Parties which have certificates of insurance showing liability insurance coverage limits for loss or damage to cargo up to $100,000. In no event, however, shall Indray Inc be responsible for any Third Party's failure to actually maintain such insurance, for any exclusion from coverage which may apply, or for any fraudulent act by Third Parties or any other persons or entities presenting fraudulent or false information to Indray Inc or the Customer. Upon request and for a separate charge, Indray Inc can arrange first-party cargo insurance for the Customer's Shipment. However, Indray Inc is under no obligation to arrange such insurance unless it receives specific written instructions from the Customer to do so prior to transportation of the Shipment, and the Customer pays the required premium. The Customer agrees Indray Inc assumes no agency role for the Customer in procuring such first-party cargo insurance coverage; such coverage shall be governed exclusively by the terms of the certificate of insurance coverage and policy issued by the insurance company to Customer; and the insurance company is solely responsible for the payment of insurance claims.

4. User Obligations

Users must provide accurate and complete information when using our services and comply with all applicable local, state, and federal laws and regulations related to the transportation of goods. Users are responsible for obtaining all necessary permits, licenses, and insurance coverages required for the transportation of goods.

5. Payment and Fees

Users agree to abide by the agreed-upon pricing, invoicing, and payment terms. All invoices are due and payable within thirty (30) calendar days from the date of invoice unless otherwise agreed in writing.

Interest on Overdue Invoices: Any invoice not paid within thirty (30) days of the invoice date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until the date of payment in full.

Collection Costs: In the event Indray Inc is required to engage collection efforts, including but not limited to attorneys, collection agencies, or legal proceedings, the Customer shall be liable for all costs of collection, including reasonable attorneys' fees, court costs, and collection agency fees.

Right to Hold Cargo: Indray Inc reserves the right to hold, detain, or refuse to release any cargo, freight, or goods in its possession, custody, or control until all outstanding invoices and charges are paid in full. This right applies to all shipments, whether or not related to the unpaid invoices.

6. Confidentiality

Users must maintain the confidentiality of any proprietary or confidential information obtained during the course of using our services and shall not disclose such information without the prior written consent of Indray Inc.

7. Dispute Resolution

Any disputes arising out of these terms and conditions or the use of our services shall first be submitted to good-faith negotiation between the parties for a period of thirty (30) days.

Binding Arbitration: If the dispute is not resolved through negotiation, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Middlesex County, New Jersey, before a single arbitrator with experience in transportation and logistics law.

Jurisdiction and Venue: For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Middlesex County, New Jersey. Each party waives any objection to such jurisdiction and venue, including forum non conveniens.

Limitation of Liability: In no event shall Indray Inc's total liability for any claim arising out of or related to these terms exceed the lesser of (a) the amount of freight charges paid by Customer for the specific shipment giving rise to the claim, or (b) $100,000. Indray Inc shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, loss of business, or business interruption, regardless of the form of action or theory of liability.

Time Limitation: Any claim or action arising under these terms must be commenced within one (1) year from the date the cause of action accrues, or it shall be forever barred.

8. Modifications to Terms

Indray Inc reserves the right to modify these terms and conditions at any time, with the modified terms effective immediately upon posting on our website. Continued use of our services after any such modification constitutes acceptance of the modified terms.

9. Contact Information

For inquiries, clarifications, or complaints regarding these terms and conditions, please contact us at info@indray.com.

10. Governing Law

These terms and conditions are governed by and construed in accordance with the laws of the State of New Jersey, United States of America, without regard to its conflict of laws principles. To the extent applicable, federal laws governing transportation and freight brokerage, including 49 U.S.C. § 14101 et seq., shall also apply.