Contact Us 
General Third Party Instructions
The following provisions shall be referred to as the "General Third Party Instructions." The parties hereto employ, authorize and instruct ACL Cargo Global to act as Third Party Holder and Third Party Agent in connection with the Transaction under the terms and conditions on the Transaction Detail Screens, these General Third Party Instructions, Terms of Use and any supplemental Third Party Instructions as hereinafter defined and all collectively referred to as the "Transaction Third Party Instructions." ACL Cargo Global is hereinafter collectively referred to as "ACL Cargo Global" and intermittently referred to as "we" or "us."
General Provisions
Transactions performed by a Buyer, Seller and Broker on the ACL Cargo Global site, shall be governed by the Uniform Electronic Transactions Act (Cal. Civil Code Section 1633.1 et. seq.) and the Financial Code governing Third Party Regulations.
A person or entity offering personal property for sale, and desiring to use the ACL Cargo Global site in order to close such a sale, shall hereinafter be referred to as "Seller".
A person or entity desiring to purchase personal property from a Seller, by use of the ACL Cargo Global site for completing the purchase shall be referred to as "Buyer".
A person or entity offering to broker personal property for sale, and desiring to use the ACL Cargo Global site in order to close such a sale, shall hereinafter be referred to as "Broker". A Buyer and Seller may complete a Transaction with or without a Broker. When a Broker is party to this agreement, additional instructions as set forth of Section 9 of these General Instructions shall also apply. To the extent that any Broker may be involved in a Transaction, the Broker shall become a party to the Transaction and have rights under and/or through the third party Transaction only if the Broker is an identified Broker on the particular ACL Cargo Global Transaction. If either Buyer or Seller has any independent relationship, obligation or duty of any kind with any other broker or a third party broker, such other or third party broker has no rights under and/or through the Transaction or from ACL Cargo Global. It is the sole and independent obligation and duty of the Buyer or Seller who has any independent relationship with any other or third party broker to satisfy any and all obligations to such other or third party broker.
The use of the ACL Cargo Global site (by the Buyer, Seller and Broker) for purposes of effectuating a single third party transfer of ownership of personal property shall be referred to as a "Transaction". The completion of the Transaction by Buyer and Seller (and Broker when applicable) is referred to herein as the "Close of Third Party". A Buyer, Seller and Broker may enter into a Transaction for the sale and purchase of many different types of personal property. This Instruction refers to the personal property which is the subject of a Transaction interchangeably as "merchandise" "goods" "item(s)" or "Third Partyed Property". Funds deposited into Third Party by the parties shall be referred to as "Third Party Funds".
Buyer and Seller (and Broker when applicable) should each log onto the ACL Cargo Global website daily and regularly to confirm the status of the Transaction, the shipping and tracking and/or the Closing.
The time of day and calendar day for all matters and events referred to in these Instructions will be determined by GMT. All communications of any kind, for any purpose shall be made in the English language. It is the responsibility of Buyer and or Seller (and Broker when applicable) to each know and understand the English language. Any party who requires interpretation to or from the English language for the purpose of making or receiving any communication, relating to these Instructions or the Terms of Use, shall be responsible for any of his, her or its own respective costs in that regard.
The term “Business Day” shall refer to the working days Monday through Friday between the hours of 8:00 a.m. and 4:00 p.m. GMT, which are not legal holidays.
Payments made by check shall be subject to a ten (10) Business Day hold.
Due to processing delays, payments made by credit card or debit card, shall not be on deposit with ACL Cargo Global until the Business Day on which the funds are actually deposited into ACL Cargo Global’s designated account.
1. Instructions and Deposit of Funds into Third Party
Once the Buyer and Seller (and Broker when applicable) have agreed to identical Transaction Detail Screens for a specific underlying Transaction, and both (and Broker when applicable) have agreed to these General Third Party Instructions by selecting the "Agree" button at the bottom of the Transaction Detail Screens, these instructions shall constitute a binding agreement between all parties. No blank spaces shall exist on the Transaction Detail Screens as of the time the Buyer and Seller (and Broker when applicable) select the "Agree" button. After Buyer and Seller (and Broker when applicable) both select the "Agree" button, the Transaction Detail Screens, General Third Party Instructions and Terms of Use constitute the Transaction Third Party Instructions to govern the Transaction between the Buyer and Seller (and Broker when applicable) (the "Transaction Third Party Instructions"). Should it become necessary to add a supplemental instruction(s), or to make any addition to, deletion from, or alteration to the Transaction Detail Screens, all parties (Buyer, Seller, ACL Cargo Global and Broker when applicable) must execute (by digital signature or by a method mutually agreed upon by both parties) any supplemental instruction, addition, deletion or alteration thereto (collectively the "Supplemental Third Party Instruction(s)). ACL Cargo Global reserves the right to reject any Supplemental Third Party Instructions and to terminate the Transaction as provided herein. ACL Cargo Global may accept instructions that are created, generated, sent, communicated, received or stored by electronic means and by attaching their Digital Identification. The parties to the Transaction hereby agree to conduct the Transaction electronically. The parties acknowledge that by entering into the Transaction Third Party Instructions, they are able to electronically receive the Transaction Third Party Instructions, download the Transaction Third Party Instructions and print the Transaction Third Party Instructions.
2. Domain Name(s)
In the event the personal property being transferred in this Transaction qualifies as a "Domain Name", ACL Cargo Global is instructed to close only when the transfer of the Domain Name has been confirmed by ACL Cargo Global (at its option) or the Buyer has notified ACL Cargo Global that Buyer has received the transfer and allowed the Inspection Period named in the Transaction Detail Screen to expire or the Buyer has accepted the transfer. Seller shall transfer a Domain Name(s) to Buyer based upon information provided in Buyer's profile. Seller agrees to provide the username and password and/or authorization code, if any, necessary to access the Domain Name to Buyer prior to the release of funds. Should Seller agree to accept payments from a Buyer for a Domain Name, and request that ACL Cargo Global hold the Domain Name while these payments are being made, then Buyer and Seller shall execute a separate agreement to govern the holding of a Domain Name by ACL Cargo Global.
To the extent that a Transaction involves a third party which shall result in ACL Cargo Global holding the domain name for a designated period of time, the parties shall agree to be bound by the Domain Name Holding Instructions and other such Transaction documents as the parties may submit to Third Party to govern the Transaction. In a Domain Name Holding Transaction the duties of the Buyer and Seller may not be assigned by the Buyer and Seller without prior written consent by the other party and ACL Cargo Global. Instructions, by the Seller to ACL Cargo Global, to have third party funds paid or delivered to a third party or entity (who is not party to the Transaction) is not considered to be an assignment.
2A. IPv4 Numbers
The provisions of this paragraph 2A shall amend and supplement the General Third Party Instructions for Transactions involving IPv4 Numbers. “IPv4 Numbers” means the IPv4 address range in the Transaction Detail page. IPv4 Numbers shall be deemed “personal property.” In third party instructions from both Buyer and Seller at the commencement of the transaction, Buyer and Seller (or Broker, on behalf of Buyer and Seller) shall identify the applicable regional Internet registry(ies) (“RIR”) that will be initiating (the source RIR) and finalizing (the recipient RIR) the transfer of the registration of the IPv4 Numbers. The source RIR of the Seller and the recipient RIR of the Buyer may either be the same RIR or different RIRs. “Ship” or “Shipped” means Seller has either (i) submitted a request to the source RIR to transfer the registration of the IPv4 Numbers to the Buyer and satisfied the source organization transfer policy requirements imposed on Seller by the applicable RIR, which may include payment of a transfer fee to the source RIR and has provided notice of shipment to ACL Cargo Global via login to the transaction website, or (ii) delivered the IPv4 Numbers to Buyer in accordance with an alternative transfer or delivery process set forth in the underlying agreement between Buyer and Seller. Buyer shall be deemed to have received the IPv4 Numbers and the Inspection Period named in the Transaction Detail Screen shall commence the earlier of when (i) the transfer of IPv4 Numbers has been confirmed by ACL Cargo Global by presentation of whois records of the recipient RIR that reflect Buyer as the registrant of the IPv4 Numbers, or (ii) Buyer has confirmed its receipt of the IPv4 Numbers and has provided notice of receipt to ACL Cargo Global via login to the transaction website. Subject to Section 5, ACL Cargo Global shall close the Transaction and release the third party funds to Seller (and Broker, where applicable) the earlier of when Buyer has either allowed the Inspection Period named in the Transaction Detail Screen to expire or accepted the IPv4 Numbers. Section 3 (Shipping and Tracking of Item) and Section 6 (Shipping and Tracking of Returned Item) shall not apply to Transactions involving IPv4 Numbers.
3. Shipping and Tracking of Item
Upon receipt of Buyer's funds, and clearance of same, we will ship the merchandise to Buyer. We will ship the merchandise to Buyer based upon information provided in Buyer's profile or provided by the Seller once he started the transaction. We will be responsible for shipping damage. Confirmation will be sent via email to all parties, unless all parties lawfully agree to a different method of notification.
The Buyer Inspection Period (as defined in Buyer and Seller's Transaction Third Party Instructions, as agreed to on the Transaction Detail Screens of ACL Cargo Global) shall commence upon the first to occur of either: (1) Buyer's acknowledgment of receipt of merchandise or domain(s); or (2) the ACL Cargo Global receipt of verification of delivery to the Buyer's profile information. The Buyer Inspection Period shall be calculated in full calendar days, the number of days to be agreed upon by the Seller and Buyer in the Transaction Third Party Instructions.
4. Buyer's Acceptance, Disbursement of Funds
During the Buyer Inspection Period, Buyer shall either: (1) select the "Accept" button on the ACL Cargo Global website, and follow all further instructions accordingly to complete acceptance of the goods; or (2) select the "Reject" button and follow any further instructions to complete the rejection of the goods. Should the Buyer fail to select either the "Accept" or "Reject" buttons, and/or follow all further instructions, then Buyer shall be deemed to be satisfied with the quality of the goods/domain(s), and to have accepted the goods/domain(s).
Notwithstanding the foregoing, for Transactions involving IPv4 Numbers, Buyer shall not be permitted to reject the IPv4 Numbers if the recipient RIR’s whois records reflect Buyer or its designee as the registrant of such IPv4 Numbers, and Buyer’s selection of the “Reject” button shall have no effect on ACL Cargo Global’s authority to close the transaction or Seller’s (and Broker’s) right to receive the third party funds as set forth in Section 2A (IPv4 Numbers).
ACL Cargo Global will then begin the process of disbursing the funds as follows:
- If, in the Transaction Third Party Instructions, the Buyer agreed to pay for shipping, and/or any portion of the third party fee, then those costs shall be collected as Buyer's funds, and remitted with the purchase price. At Close of Third Party, ACL Cargo Global will pay the Seller the purchase price and shipping fee itemized in the transaction, less any payment for expedite fees and disburse the third party fee to ACL Cargo Global.
- If, in the Transaction Third Party Instructions, the Seller agreed to pay for shipping, and/or any portion of the third party fee, then at Close of Third Party ACL Cargo Global will pay to Seller the purchase amount, less any disbursement expedite fees, and any portion of the third party fee. Shipping fees will be deemed paid outside of third party.
ACL Cargo Global reserves the right to provide the Buyer a written 48-hour notice if an Inspection Period has ended without the Buyer's involvement.
5. Buyer Rejection Process
The seller is responsible for 100% of the third party fee in the event the transaction is cancelled or the merchandise is returned. During the Buyer Inspection Period, Buyer may reject for any reason by selecting the "Reject" button on the ACL Cargo Global site and following all other instructions to properly reject the merchandise. Upon such rejection, ACL Cargo Global will send Seller an email stating Buyer's decision to reject and return the goods; and Buyer agrees to promptly return the goods to ACL Cargo Global within ten (10) calendar days of formal rejection. Seller will be responsible for shipping damage if insurance is not purchased. Buyer is aware that merchandise must be rejected in the manner described in order to obtain a refund of the purchase price.
In the event that Buyer rejects the goods in violation of other terms of acceptance and rejection, applicable to Buyer and Seller in connection with the underlying Transaction (including but not limited to the Transaction Third Party Instructions and ACL Cargo Global guidelines) the Seller shall not be prohibited from pursuing any available right or remedy available under the Uniform Commercial Code or other applicable law against Buyer for breach of the Transaction.
Buyer is aware that regardless of the reason for rejection, Third Party Property must be returned to the Seller in order for funds to be returned to the Buyer. Shipping costs for returned Third Partyed Property must be arranged and completed within ten (10) days of Buyer's rejection. Failure of Buyer to return the Third Partyed Property within the specified time period will cause ACL Cargo Global to automatically pay the Seller the purchase price.
In Transactions where the Third Partyed Property is a domain name, if a Buyer rejects a domain name (which is not being held by ACL Cargo Global pursuant to a separate holding agreement) within the Inspection Period, return of the domain name from Buyer to Seller must be initiated within ten (10) days of Buyer's rejection. Failure of Buyer to reject or initiate return of the domain name within the specified time periods will cause the Third Party Holder to automatically pay the Seller the purchase price. Seller agrees to cooperate in the return process of the domain. In the event the domain transfer to the Buyer has caused a ICANN imposed registrar lock, the Buyer and Seller agree that the Seller will open an account at the receiving registrar to take possession of the domain or that the funds will be held in third party until this period expires and the domain can be returned to the Seller’s registrar.
Notwithstanding anything to the contrary herein, for Transactions that involve IPv4 Numbers, Buyer may reject the IPv4 Numbers only where the whois records of the recipient RIR do not reflect Buyer or its designee as the registrant of the IPv4 Numbers (as confirmed by ACL Cargo Global), in which case Buyer’s rejection shall be deemed Buyer’s automatic return of the IPv4 Numbers to Seller. If, in such event, Seller accepts the return of the IPv4 Numbers (as further described in Section 7 with respect to IPv4 Numbers), ACL Cargo Global shall refund the third party funds to Buyer.
6. Shipping and Tracking of Returned Item
By rejecting the item in the manner described above, Buyer agrees to return the item(s) promptly to ACL Cargo Global. Seller is responsible for all related shipping and insurance costs.
Immediately upon returning the goods back to ACL Cargo Global, Seller will be notified by an email from ACL Cargo Global. Should no shipping be necessary in order to effectuate the return of the merchandise, then Seller and Buyer shall be free of the shipping and tracking obligations as defined in this section.
7. Seller Acceptance or Rejection of Return, Disbursement of Funds
The Seller shall have five (5) calendar days following the date on which the Seller inspection period begins to: (1) select the "Accept" button on the ACL Cargo Global website, and follow all further instructions to properly accept returned goods; or (2) select the "Reject" button on the ACL Cargo Global website, and follow all further instructions to properly reject returned goods.
During the Seller Inspection Period, should Seller: (1) fail to select either the "Accept" or "Reject" buttons on the ACL Cargo Global website; or (2) fail to follow all instructions in order to effectuate the acceptance or rejection of a returned item, then at the end of the Seller Inspection Period, Seller shall be deemed to be satisfied with the quality of the returned goods, and shall be deemed to have accepted the returned goods.
The Seller may reject the timely return of Third Party Property only if the property is returned in a condition other than the condition it was in when first sent from Seller to Buyer. Should Seller reject the item during the Seller Inspection Period, the Seller and Buyer shall negotiate for the Negotiation Period, as defined below. Should the Buyer and Seller fail to reach an agreement during the Negotiation Period and provide a joint instruction evidencing same to ACL Cargo Global, either Buyer or Seller may file for arbitration (in accordance with the Dispute Resolution section below) at any time in the fourteen (14) calendar days following the Negotiation Period. If, as of the fifteenth (15th) calendar day following the end of the Negotiation Period, neither Buyer nor Seller has filed for and given notice of the commencement of arbitration in accordance with the Dispute Resolution section of these Instructions, and given acceptable proof of the commencement of arbitration to the non-filing party and ACL Cargo Global, then Seller shall be deemed to have waived any rights Seller may have to a return of all or any portion of the purchase price, the Transaction shall terminate, and ACL Cargo Global shall return Buyer's funds as provided herein.
Upon the first to occur of either: (1) Seller's acceptance of the returned goods; (2) the end of the Seller Inspection Period; or (3) on the 15th calendar day following the Negotiation Period the failure of Buyer or Seller to commence arbitration (in accordance with the Dispute Resolution provisions of these Instructions and notify all parties as provided therein) ACL Cargo Global will begin the process of disbursing the Third Party Funds as follows:
- If, in the Transaction Third Party Instructions, Buyer agreed to pay for shipping, and/or any portion of the third party fee, ACL Cargo Global will pay Buyer the purchase price, less these costs, and ACL Cargo Global will pay Seller for the Shipping Fee in the amount set forth in the Transaction Third Party Instruction, disburse the third party fee to ACL Cargo Global, and disburse the balance to Buyer.
- If, in the Transaction Third Party Instructions, the Seller agreed to pay for shipping, and/or any portion of the third party fee, then ACL Cargo Global shall pay Buyer the amount deposited less ACL Cargo Global's fee.
- If Buyer and Seller agreed that the Item will not be shipped from Seller to Buyer prior to the Close of Third Party, then ACL Cargo Global will not deduct shipping fees from the Buyer's Required Payment.
Once all costs are paid, and funds are disbursed, the third party shall be deemed cancelled, with no further obligation due by Buyer, Seller, or ACL Cargo Global (or Broker when applicable) under this Agreement or under the Transaction Third Party Instructions. ACL Cargo Global reserves the right to provide the Seller a written 48-hour notice if an Inspection Period has ended without the Seller's involvement.
Notwithstanding anything to the contrary herein, for a Transaction of IPv4 Numbers, Buyer’s rejection of IPv4 Numbers still registered to Seller in the source RIR’s whois records shall constitute automatic return of the IPv4 Numbers to Seller and the beginning of Seller’s Inspection Period. Seller may reject the return of the IPv4 Numbers only if Seller is able to provide to ACL Cargo Global (via login to the transaction website) independently verifiable information that in the sole discretion of ACL Cargo Global (acting reasonably) indicates that the transfer of IPv4 Numbers from Seller to Buyer has been approved, without express reservation or condition, by the applicable RIR(s) and that the applicable RIR(s) will not agree to rescind the approval or otherwise cancel the transfer. Unless Buyer and Seller otherwise agree to a different joint instruction to ACL Cargo Global, upon ACL Cargo Global’s confirmation that the recipient RIR’s whois records reflect Buyer as the registrant, ACL Cargo Global shall close the Transaction and disburse the third party funds to Buyer (and Broker) as described under Section 2A (IPv4 Numbers).
8. Cancellation
Once third party funds have been deposited, in the event that we fail to ship the merchandise within the required ten (10) day period or within any longer time period upon which Buyer and Seller have mutually agreed, Buyer may request a refund of the deposited funds. The request for refund shall be submitted via email. Seller hereby agrees that the entire third party fee shall be deducted from his/her/its refund regardless of any other previous arrangement for allocation of the third party fee that may have been made between Buyer and Seller (and Broker when applicable). A Domain Name Holding transaction may not be cancelled by the Seller after the domain has been secured in ACL Cargo Global’s holding account. Buyer and Seller also agree that Seller may request the third party transaction be cancelled and the Buyer refunded, less third party fees, at any time. In the event of a cancellation after funds are received, or rejection of merchandise, the Broker will not receive the commission unless otherwise stipulated in the third party agreement.
Notwithstanding anything to the contrary herein or in the ACL Cargo Global Terms of Use, for Transactions involving the transfer of IPv4 Numbers, the ten (10) day period required in the General Third Party Instructions and ACL Cargo Global Terms of Use for Seller to ship merchandise after third party has been funded shall not apply. Buyer or Seller may cancel the Transaction pursuant to the underlying agreement between Buyer and Seller for the sale and transfer of the IPv4 Numbers and each notify ACL Cargo Global of the same. If either Buyer or Seller requests cancellation of a Transaction pursuant to this Section, and such request for cancellation is by notice to ACL Cargo Global (via login to the transaction website) alleged to be in violation of the terms of the underlying agreement, Buyer or Seller may pursue any available right or remedy against each other (but not ACL Cargo Global) available to it under contract or applicable law. Any claim against ACL Cargo Global or involving the third party process or property or funds or the holding, management, administration or maintenance in third party must be made pursuant to the dispute resolution process set forth in Section 10.
9. Transactions Involving a Broker as a Party
The Broker will initiate the Transaction providing the Buyer and Seller email addresses and shall give instructions as to any restrictions on access to Buyer or Seller contact information. In the event the Broker restricts any information, the Buyer and Seller information may remain anonymous until such time as ACL Cargo Global secures the Buyer’s funds. Once the Buyer and Seller agree to the Transaction, including the agreement to the Broker’s commission, the Buyer will be prompted to send payment to ACL Cargo Global via wire transfer. After ACL Cargo Global secures and verifies funds, ACL Cargo Global will instruct the Seller to transfer the merchandise to the Buyer. When the Buyer or ACL Cargo Global has confirmed the Buyer’s receipt of the merchandise, the Inspection Period shall begin. Upon the Buyer’s acceptance or the Inspection Period expiring, ACL Cargo Global will disburse funds to the Seller and the Broker per the Third Party Agreement. In the event of a cancellation after funds are received, or rejection of merchandise, the Broker will not receive the commission unless otherwise stipulated in the third party agreement.
10. Dispute Resolution
In the event of any dispute, claim, question, disagreement or breach arising from or relating to ACL Cargo Global's Terms of Use, these General Third Party Instructions, the Transaction Detail Screens, or the Transaction Third Party Instructions, including but not limited to Seller's rejection of returned goods, Buyer's or Seller's Acceptance or Rejection of an item and/or Cancellation of the Transaction, Buyer and Seller (and Broker when applicable) hereby agree to use their best efforts to consult and negotiate in good faith for the Negotiation Period, as defined below, to reach a solution satisfactory to all parties. If the parties reach an agreed upon resolution, Buyer and Seller (and Broker when applicable) will promptly notify ACL Cargo Global in writing by joint instruction of the terms and conditions thereof.
The following shall be referred to herein as the "Dispute Date": (1) the Seller's Rejection of Return of the merchandise/domain(s) on the ACL Cargo Global website; or (2) ACL Cargo Global rejecting merchandise/domain(s) on behalf of the Seller if the Seller is unable to gain access to the ACL Cargo Global website. The fourteen (14) calendar days beginning with the Dispute Date shall be referred to as the "Negotiation Period". If Buyer and Seller (and Broker when applicable) do not reach an agreed upon resolution and notify ACL Cargo Global of the same in writing by a joint instruction during the Negotiation Period either Buyer or Seller (or Broker when applicable) shall submit the matter to binding arbitration within fourteen (14) calendar days after the end of the Negotiation Period. This second fourteen-day period shall be referred to herein as the "Arbitration Commencement Period". Notice that such arbitration has been commenced shall be promptly given, via e-mail, by the party commencing arbitration to the other parties and ACL Cargo Global. Before Buyer initiates a submission to arbitration, Buyer must return the Third Partyed Property received by Buyer to Seller.
If ACL Cargo Global has not received notice that binding arbitration has been commenced within the Arbitration Commencement Period, ACL Cargo Global may terminate or cancel the Transaction and refund the Third Party Funds to the Buyer, in accordance with these Instructions and the Transaction Third Party Instructions. ACL Cargo Global reserves the right (but has no obligation) to commence arbitration, or to interplead the funds with a court of competent jurisdiction at any time. In this case, Buyer and Seller (and Broker when applicable) authorize ACL Cargo Global to use the third party funds to pay the administrative fees to initiate arbitration or to file a judicial action and process service of the summons and complaint. The party instituting the arbitration proceeding shall notify ACL Cargo Global and the other parties by sending notice of demand for binding arbitration to the non-filing parties. Buyer and Seller (and Broker when applicable) agree to accept service of the notice of demand for binding arbitration via e-mail (via the e-mail addresses previously provided to ACL Cargo Global by Buyer, Seller, and Broker when applicable) and further agree that no further notice is necessary to have their dispute submitted to binding arbitration by either Buyer, Seller, (Broker when applicable) or ACL Cargo Global pursuant to this Section.
It is the obligation of Buyer and Seller (and Broker when applicable) to perform their own due diligence and to review the websites and other sources of information available from AAA, JAMS and/or Net-ARB prior to any selection they may consider as the terms, procedures and prices of the respective arbitrators may vary. In addition to the fact that Buyer and Seller (and Broker when applicable) agree to have any dispute, claim, question, disagreement or breach arising from or relating to ACL Cargo Global's Terms of Use, these General Third Party Instructions, the Transaction Third Party Instructions, or the Transaction Detail Screens be determined through binding arbitration, Buyer and Seller (and Broker when applicable) also agree that any issue that may arise regarding the arbitrability of any dispute sent to arbitration under this section shall be determined by the arbitrator alone.
Unless Buyer, Seller, (and Broker when applicable) and ACL Cargo Global all agree otherwise the arbitration shall be conducted before a single arbitrator who is a member of AAA, JAMS, or net-ARB, (the "Arbitration Provider"). The party initiating the arbitration will make a written request to the Arbitration Provider, including a copy of this arbitration provision (the "Arbitration Request"). The Arbitration Request will include a notice with the names of Buyer, Seller, (and Broker when applicable) and ACL Cargo Global, and the last known mailing addresses, telephone numbers, facsimile numbers, email addresses and contact person for each and every party. The Arbitration Request will be delivered concurrently to all parties, including ACL Cargo Global. Although ACL Cargo Global will be provided notice of the Arbitration Request and notice of the final award or decision of the arbitrator, ACL Cargo Global will not be an actual party to the arbitration proceeding to resolve the dispute between Buyer and Seller (and Broker when applicable) unless ACL Cargo Global voluntarily elects to intervene. The Arbitration Request will instruct the Arbitration Provider to select an arbitrator pursuant to the Arbitration Provider’s procedures existing at the time of the Arbitration Request. If the Arbitration Provider does not have an existing procedure for selecting an arbitrator the Arbitration Request will instruct the Arbitration Provider to randomly propose the name of three potential arbitrators and for the Arbitration Provider to submit those three names to all parties concurrently (the "the Arbitration Provider List"). No party may request to the Arbitration Provider that any particular arbitrator be included on the Arbitration Provider List. Any arbitrator specifically requested to be on the Arbitration Provider List is to be excluded. Each party may, within five days after receipt of the proposed names, strike and exclude one name from the list. Thereafter, the Arbitration Provider shall appoint as arbitrator a person whose name has not been struck from the list ("the Arbitration Provider Appointment") and an alternate.
The arbitrator shall have the power to enter a default award if a party fails to participate in the arbitration.
The actual arbitration hearing must be commenced within 120 days after notice of the identity of the arbitrator is served (by either the Arbitration Provider or the Superior Court as the case may be). The hearing must be concluded within 90 calendar days after it is commenced. A decision shall be rendered within 10 calendar days after the conclusion of the hearing. The arbitrator shall establish any deadlines necessary to accomplish these time requirements.
Each party to the arbitration shall pay a pro-rata share of the arbitrator's expenses and fees, and the other arbitration expenses incurred or approved by the arbitrator, excluding attorney fees, witness fees, and other expenses incurred by a party for his or her own benefit. Because ACL Cargo Global is not a party to a dispute between Buyer and Seller (and Broker when applicable), ACL Cargo Global will not be responsible for any portion of the arbitration expenses and fees. The parties shall estimate their costs and pay their estimated share before commencement of the arbitration. Any extra arbitration costs shall be paid within ten business days after the close of the proceeding and before the award. A party that fails to pay its share shall not be allowed to participate in the arbitration. If a party fails to pay its share, the other parties shall pay pro rata the cost of the party that failed to pay. The arbitrator shall add such payment to the final award in such a fashion as to return the parties to the position they would have been in, to the greatest extent possible, if all had paid their share.
The arbitrator may award the prevailing party his or her expenses and fees of arbitration, including reasonable attorney fees and witness fees, in such proportion as the arbitrator decides.
Except as otherwise set forth in this Agreement, the arbitrator shall have the powers to determine the nature and extent of any discovery to be allowed.
Buyer and Seller (and Broker when applicable) understand and agree that failing to respond or otherwise comply with either party's or ACL Cargo Global's notice/demand for binding arbitration pursuant to this section and/or failing to participate in the arbitration process will without notice result in forfeiture of any and all rights that the non-responding Buyer or Seller (or Broker when applicable) may have with regard to the subject matter of the dispute, including but not limited to rights Buyer or Seller (or Broker when applicable) have to the Third Party Funds and or any property associated therewith returned or distributed to them, and can result in a default judgment against such party.
Any award in such arbitration shall be final and binding upon the parties and judgment thereon may be entered in any court of competent jurisdiction. The arbitrator will be instructed to serve a copy of the final award or decision on ACL Cargo Global and ACL Cargo Global will comply with the arbitrator's final award or decision.
In the event of a dispute, Buyer and Seller (and Broker when applicable) are aware that no action on closing the Transaction will be taken on the part of ACL Cargo Global until such time as the dispute is resolved except by either: (i) ACL Cargo Global's receipt of a written notice of a joint instruction providing the terms of an agreed upon resolution; or (ii) an order of the arbitrator or a court of competent jurisdiction in response to Buyer's or Seller's (or Broker’s when applicable) or ACL Cargo Global's action to institute binding arbitration in accordance with these Instructions; or (iii) the order of the arbitrator or a court of competent jurisdiction in response to ACL Cargo Global's action for interpleader or other legal or equitable remedies. ACL Cargo Global shall have no responsibility and/or liability to initiate and/or continue to update either party regarding status of the Transaction Third Party, arbitration or other legal proceeding. If instructed and all fees (the amount as set forth in the Terms of Use in effect at the time) are paid in advance, ACL Cargo Global will place funds into an interest bearing account with no further authorization required for same. The disposition of the interest earned shall be decided concurrently with the resolution of the dispute. THE OBLIGATION OF ACL Cargo Global, THE THIRD PARTY HOLDER AND THEIR AFFILIATES SHALL BE LIMITED TO THE HOLDING AND DISBURSEMENT OF FUNDS UPON WRITTEN INSTRUCTIONS SIGNED BY ALL PARTIES OR AN AWARD FROM THE ARBITRATOR AND/OR JUDGE.
ACL Cargo Global may, in its sole discretion, institute the binding arbitration procedures set forth above and/or any other legal proceedings (including interpleading the funds with a court of competent jurisdiction) to resolve any dispute arising from a Transaction between Buyer and Seller and/or related to Buyer's and Seller's respective use of the ACL Cargo Global site. Notwithstanding any other provision in these General Third Party Instructions to the contrary, and regardless of whether ACL Cargo Global is identified as a party to any arbitration or other dispute governed by this section, nothing herein shall be construed to limit ACL Cargo Global's legal and/or equitable rights, including but not limited to the filing of an interpleader action in any court of competent jurisdiction.
11. Integrated Affiliate
In the event an entity's site is integrated to the ACL Cargo Global website in whole or in part for the purpose of data transmission, that entity shall be considered an integrated affiliate ("Integrated Affiliate"). In the event that Seller (and Broker when applicable) is an Integrated Affiliate, Seller (and Broker when applicable) shall automatically be deemed to agree to the terms set forth in the Transaction Detail Screens effective when the terms pass from Seller's site (and Broker’s site when applicable) to the ACL Cargo Global site. Seller (and Broker when applicable) shall agree automatically to these General Third Party Instructions, the Terms of Use, the Transaction Third Party Instructions and any Supplemental Third Party Instructions effective when Buyer selects the "Agree" button, thereby attaching Buyer's Digital Identification.
12. Time Limits
Should the ACL Cargo Global site or our services be unavailable, or if Buyer and Seller (and Broker when applicable) jointly desire to extend the Buyer Inspection Period or the Seller Inspection Period, then ACL Cargo Global may, but shall not be obligated to, extend such times as set forth in the Transaction Third Party Instructions at ACL Cargo Global’s sole and absolute discretion, and ACL Cargo Global will provide prompt email notification of any extension to all parties. With the exception of ACL Cargo Global extensions, the Buyer Inspection Period and the Seller Inspection Period as set forth in these Instructions and the Transaction Third Party Instructions shall not be modified.
If, for any reason, you are unable to gain access to the ACL Cargo Global site to inform ACL Cargo Global of any acceptance, rejection or return of merchandise, then you must notify ACL Cargo Global within the applicable time limit either by calling ACL Cargo Global or by emailing us. This notification will not be considered effective until ACL Cargo Global acknowledges receipt by notifying Buyer and Seller (and Broker when applicable) via email or by updating the Transaction Detail Screen.
13. Timing of Payment
All Third Party Funds due to Buyer and Seller (and Broker when applicable) shall be paid as soon as possible following the Buyer's acceptance, Seller's acceptance, or the resolution of a dispute. In the event that Buyer makes any form of overpayment, we shall reimburse the overpayment upon the Close of Third Party. In the event that Buyer or Seller (and Broker when applicable) is overpaid for any reason, Buyer and Seller (and Broker when applicable) agree to promptly return the funds to ACL Cargo Global. The payee agrees to pay any postage costs and/or wire fees if an alternate payment is requested. Buyer and Seller (and Broker when applicable) shall also hold ACL Cargo Global harmless from any loss that may arise due to currency conversion.
14. Method of Payment
In the event Buyer chooses credit card as the method of payment, ACL Cargo Global is hereby authorized to charge to Buyer's credit card at the time Buyer selects the Form of Payment from the Transaction Detail Screen. Buyer agrees to provide ACL Cargo Global with any documentation required to validate Buyer's identity. ACL Cargo Global reserves the right to refuse a credit card or other form of payment for any reason, and ACL Cargo Global is under no obligation to disclose the reason for the credit card or other form of payment refusal. If a credit card or other form of payment is refused, the Transaction shall be considered cancelled 20 days after ACL Cargo Global's notification to the Buyer of the refusal and Buyer's failure to cure within that period. All third party fund disbursements shall be made to Seller, or Buyer in the case of a refund (and Broker when applicable), by mailing a trust account check, unless otherwise requested by the payee. Alternatively, the payee may receive a credit back to a credit card or other payment source if authorized to do so by the credit card company or other payment source.
15. Finality of Payment
Upon any payment or other disposition of the Third Party Funds, the Transaction shall be deemed closed and final with no further obligation on the part of Buyer, Seller, (and Broker when applicable) or ACL Cargo Global. If after a Transaction is closed and ACL Cargo Global has distributed proceeds, a Buyer (and Broker when applicable) who has made a payment with a credit card instructs a credit card company to stop payment or make a charge back so that ACL Cargo Global does not receive the payment from the credit card company or the previous credit from the credit card company is reversed or “charged back”, said action by Buyer (and Broker when applicable) is deemed to be a material breach of this agreement. The parties agree that if such a breach does occur after the Transaction closes liquidated damages in the amount of the stopped payment, reversal or charge back plus an additional $5,000 will be imposed (“Liquidated Damages”). The parties agree the Liquidated Damages amount set forth herein is reasonable in light of (1) the anticipated or actual harm caused by the breach; (2) the difficulties of proof of loss; and (3) the inconvenience or non-feasibility of otherwise obtaining an adequate remedy.
16. Third Party Funds
All Third Party Funds shall be deposited in a non-interest trust account of ACL Cargo Global and insured by the Federal Deposit Insurance Corporation (the "FDIC"). Buyer and Seller (and Broker when applicable) acknowledge that the maintenance of such third party trust accounts may result in IES or an ACL Cargo Global affiliate being provided with certain bank services, accommodations or other benefits by the bank. All such services, accommodations and other benefits shall accrue to the ACL Cargo Global affiliates, and the ACL Cargo Global affiliates shall have no obligation to account to Buyer or Seller (or Broker when applicable) or any other party to any third party created hereunder for the value of such services, accommodations or other benefits.
Unless otherwise requested as specified herein, Third Party Funds do not earn interest for Buyer or Seller (or Broker when applicable). If Buyer or Seller (or Broker when applicable) anticipate an extended period of time before the Close of Third Party, Buyer or Seller (or Broker when applicable) may request in writing by email, and ACL Cargo Global may approve, an instruction to have ACL Cargo Global place the Third Party Funds into an interest bearing account for benefit of the Buyer or Seller (or Broker when applicable), as agreed upon in writing by all parties. Said account shall be established at the bank wherein all ACL Cargo Global trust monies are deposited. If this request is approved by ACL Cargo Global, a one-time nonrefundable advance service charge of $100.00 will be charged to the party to whom the interest is due and payable.
17. Unclaimed Funds
To the extent permitted by law, Buyers or Sellers (or Brokers when applicable) registered with ACL Cargo Global, Third Party Funds held on deposit for longer than twelve (12) months shall be charged an annual maintenance fee of fifty dollars ($50) (the “Maintenance Fee”), beginning with the last day of the twelfth month. Thereafter, the Maintenance Fee shall be charged on the last day of the twenty-fourth month, and finally on the last day of the thirty-sixth month. On the first day of the thirty-seventh month, ACL Cargo Global shall have the right to escheat unclaimed Third Party Funds to the pursuant to escheatment and unclaimed property laws.
For Buyers or Sellers (or Brokers when applicable) registered with ACL Cargo Global with an Arizona address, Third Party Funds held on deposit for longer than twelve (12) months shall be charged a Maintenance Fee on the last day of months twelve, twenty-four, thirty-six, forty-eight and sixty. On the first day of the sixty-first month, ACL Cargo Global shall have the right to escheat unclaimed Third Party Funds to the State of Arizona pursuant to escheatment and unclaimed property laws.
18. Communication Between Parties
Unless otherwise agreed upon by all parties, all communication from ACL Cargo Global to Buyer and Seller (and Broker when applicable) may be by email to the last address provided in the user profile. Buyer and Seller agree to use the ACL Cargo Global site to verify the accuracy of all email communications from ACL Cargo Global. In accordance with the Civil Code, an electronic record shall be deemed to be sent when the information is properly addressed or directed to its intended recipient, and either: (1) enters an information processing system outside the control of the sender; or (2) enters a region of an information processing system that is under the control of the recipient. If a party is unable to use the ACL Cargo Global site after the Transaction is created and the terms agreed on, a party may contact ACL Cargo Global by telephone at +44 (151) 9475-070 during the hours of 8:00 a.m. to 4:00 p.m., GMT, to make arrangements for alternative methods of signature and acknowledgment. Buyer, Seller, (Broker when applicable), and ACL Cargo Global shall only be required to agree to employ alternative communication methods, which are reasonable accommodations under the circumstances of the Transaction. In accordance with the Civil Code Section 1633.5, if the Seller sells goods by both electronic and non-electronic means, and a Buyer purchases goods by an electronic transaction, the Buyer retains the right to refuse to conduct further transactions regarding the goods by electronic means. However, should Buyer invoke such right, Buyer, Seller (and Broker when applicable) and ACL Cargo Global must agree and acknowledge the arrangement in writing. If such an agreement is not made, ACL Cargo Global may consider the Transaction terminated.
19. Digital Identification
ACL Cargo Global shall create issue and verify digital identifications for all parties involved in a Transaction ("Digital Identification"). In accordance with Civil Code Section 1633.9, and the general provisions of the Uniform Electronic Transaction Act, Digital Identifications shall be considered "electronic signatures", attributable to the person as if the Digital Identification were the act of the person, and may be shown in any manner, including any security procedure employed for verification purposes.
Digital Identifications are attached to all accepted electronic documents, and all notification emails. Buyer's Digital Identification is attached to all accepted documents when the Buyer selects the "Agree" button. Seller's Digital Identification is attached to all electronic documents when the Seller selects the "Agree" button, and when documents are transmitted from Seller to the ACL Cargo Global site. A Broker’s Digital Identification is attached to all accepted documents when the Broker initiates the Transaction by providing the initial email addresses of the Buyer and Seller. Notwithstanding anything to the contrary, ACL Cargo Global reserves the right to require ink signatures on hard copy documents, including these General Third Party Instructions and Transaction Third Party Instructions, at any time.
20. Our Rights; Disputes and Bankruptcy
If we believe in our sole, good faith opinion that the Transaction violates the terms of these General Third Party Instructions, or the Transaction violates or is likely to violate any applicable law, rule or regulation, then we may terminate the Transaction and seek court-ordered protection of the Third Party Funds in a court of competent jurisdiction by any court-ordered means, including but not limited to, an impound account and/or institution of a receiver.
If any dispute arises between the Buyer and Seller (and Broker when applicable) and such dispute is not resolved within a reasonable time, or if any conflicting demand shall be made upon ACL Cargo Global, ACL Cargo Global shall not be required to take any action until such time as ACL Cargo Global receives written instructions signed by all parties. ACL Cargo Global may take such action including but not limited to the institution of an arbitration proceeding or the filing of a judicial action as ACL Cargo Global, in its sole discretion, elects to do. If ACL Cargo Global is compelled to initiate arbitration and/or judicial proceedings to enforce the terms of these General Third Party Instructions including but not limited to any action to collect unpaid fees and/or enforce judgments in any jurisdiction ACL Cargo Global will be entitled to reimbursement of attorney fees and costs incurred.
Should a Buyer or Seller file for bankruptcy protection in any U.S. Bankruptcy Court while either party has a third party open with ACL Cargo Global, or while ACL Cargo Global holds title to a domain name or any other property or ongoing service which is the subject of a third party, ACL Cargo Global reserves the right to cancel such third party and return the property to the Seller with no further instruction required from the parties.
22. Services Not Included
The Buyer and Seller (and Broker when applicable) understand that the above third party services DO NOT include any representation of warranty, either expressed or implied by ACL Cargo Global, and that ACL Cargo Global assumes no responsibility for the legality of the transaction, condition of the ownership, sufficiency of instruments conveying ownership, or agreements therefore. Payment of sales tax, utilities, future performances of Buyer and Seller (and Broker when applicable), transfer of any insurance policies or warranties, legality of the transaction or legal effect thereof or any other matters related to merchandise or this third party NOT specifically included herein shall be considered outside of third party and neither ACL Cargo Global nor any of the ACL Cargo Global affiliates shall have any further responsibility and/or liability for same.
23. Entire Agreement
In case of conflict between any of the terms of these General Third Party Instructions and our Terms of Use, or any of the agreements and any other agreements between any of the parties to a transaction, these General Third Party Instructions shall control. Any agreement between Buyer and Seller (and Broker when applicable) that is not reflected in either the Transaction Third Party Instructions, or these General Third Party Instructions, in no way bind ACL Cargo Global or any of the ACL Cargo Global affiliates. By submission below, Buyer and Seller (and Broker when applicable) agree to be bound by the terms of these General Third Party Instructions. Submission below shall constitute your Electronic Signature, to these General Third Party Instructions and the Transaction Third Party Instructions.
24. Governing Law; Venue
This Agreement will be construed in accordance with and governed exclusively by the laws applicable and to be performed wholly within such jurisdiction, regardless of such parties' actual domiciles. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to jurisdiction or venue with respect to any proceeding brought in accordance with these General Third Party Instructions.
25. Severability; Headings
If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Headings are for reference purposes only and in no way define, limit, construe or describe the cope or extent of such section.
26. Force Majeure
If performance hereunder is interfered with by any condition beyond a party's reasonable control, the affected party will be excused from such performance to the extent of such condition.
27. Counterparts
These General Third Party Instructions may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one instrument. The parties may execute these General Third Party Instructions and forward an executed counterpart signature to the other party by electronic signature or fax and the party receiving such executed counterpart by electronic or faxed signature shall be authorized to attach it hereto as a legal and valid signature of such executing party, including electronic or fax signatures. However, if these General Third Party Instructions are executed in counterparts no signatory hereto shall be bound until all parties have duly executed a counterpart of these General Third Party Instructions. The parties hereto are authorized to treat an electronic or a faxed counterpart signature as a duplicate original signature for any and all purposes.
End of General Third Party Instructions.
