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Primary Terms and Conditions

These Primary Terms and Conditions (“Primary Terms”) govern all services and goods provided by Flexport, Inc. and its subsidiaries and affiliates, including but not limited by Flexport International LLC, Deliverr, Inc., Flexport Group BV, Flexport Capital LLC, Flexport Canada, Inc., Flexport Mexico S. de R.L. de C.V., Flexport APAC Group Limited, Transmission LLC, Flexport Freight LLC, and Flexport Insurance Holding Co., (collectively, “Flexport”) to the entity or person requesting, booking, or accepting any services from Flexport, including use of any of Flexport’s online resources or website (“Customer”). Flexport and Customer are each individually a “Party” and collectively “Parties” to these Primary Terms. Customer agrees to these Primary Terms, and continued use of Flexport’s services constitutes continued acceptance of these Primary Terms, as may be updated from time to time as described in Section 14.

  1. Scope of Terms

    These Primary Terms apply to all services Flexport provides, including but not limited to international and domestic freight forwarding and brokerage, carrier and NVOCC services, air and ocean carriage, transportation services, trucking, rail/intermodal, multimodal, warehousing and distribution, e-commerce fulfillment, customs brokerage, visibility/software, climate/sustainability services, trade finance and payment services, insurance services, tariff calculation, Control Tower, destination and booking management, and any ancillary services (collectively, “Services”). Nothing in these Primary Terms alters mandatory law or the terms of an agreement or written terms that govern a particular leg of carriage.

    In the event of a conflict, the following order of precedence shall govern:

    1. Any non-derogable mandatory law, signed agreement, or transport document issued by Flexport governing the specific leg of carriage (e.g., Flexport ocean bill of lading, air waybill, or carrier’s conditions of carriage);
    2. The service-specific terms applicable to that mode or service line found at www.flexport.com/terms/ (e.g., Distribution and Fulfillment Terms, Transportation Services Terms, Rail and Multimodal Terms, Warehouse Receipt Terms, Software and Visibility Terms, Payment Terms, Climate Program Terms, and Customs Terms);
    3. These Primary Terms; and
    4. Other policies of general application, including help centers and policies published on the Internet or within Flexport applications.

    Transport documents govern only the carriage they evidence. These Primary Terms include governance of cross-service and non-carriage services.

  2. Flexport’s Obligations

    1. Flexport may act in different legal capacities depending on the Service, including:

      1. Carrier, NVOCC, or contracting carrier when issuing its own transport document (e.g., Flexport ocean bill of lading or air waybill);

      2. Freight forwarder, agent, or property broker when arranging transportation performed by independent carriers or other third parties;

      3. Warehouseman when issuing a warehouse receipt or providing storage/handling absent a transport document;

      4. Software and data services provider where Customer subscribes to platform/visibility services; or

      5. Any other commercial capacity permissible under law.

    2. Flexport may perform the Services through subcontractors and independent contractors.

    3. All Flexport affiliates, employees, agents, subcontractors and their personnel are third-party beneficiaries of Flexport’s defenses, limitations of liability, exclusions, and immunities to the same extent as Flexport (Himalaya).

  3. Customer Obligations; Compliance

    Customer is solely responsible for:

    1. Accuracy and completeness of all data, documents, and instructions (including dimensions, classification, valuation, origin, licenses, permits, ISF and security filings, packaging, labeling/marking, verified gross mass (VGM), dangerous goods or hazardous materials declarations, and mode- or lane-specific requirements).

    2. Compliance with all applicable laws, sanctions and export controls, anti-boycott, anti-corruption, customs and trade laws (including anti-dumping and countervailing duties (AD/CVD)), product safety, hazardous materials, environmental standards, modern slavery and human rights requirements, and data protection laws. Flexport may refuse, suspend, or terminate Services where performance would violate applicable law or present undue compliance risk. Customer bears all costs, and will indemnify Flexport for all such costs, arising from non-compliance and remediation.

  4. Multimodal or Intermodal Network Liability and Control Period

    For shipments involving multiple modes:

    1. If loss, damage, or delay is localized to a particular leg, liability is determined by the mandatory regime applicable to that leg (e.g., Montreal Convention, Hague-Visby Rules, CMR, CIM/SMGS, or applicable domestic statute) and the applicable carrier’s defenses/limits apply.

    2. If the place of loss cannot be established, liability is determined by the regime and limit applicable to the principal international leg evidenced by the governing transport document for the movement. If no such regime applies, liability is limited to 2 SDR per kilogram of gross weight of the affected goods. Liability is not cumulative across legs. Deviation doctrines and “fundamental breach” theories do not displace applicable conventions or limits where mandatory law permits limiting.

  5. Declared Value, Liability Limitations, and Insurance

    1. Flexport must approve in writing, and Customer must pay any additional surcharges where applicable for, any shipments having a declared or insured value of 50,000 USD or greater (“High-Value Shipment”), prior to the tender and Flexport’s acceptance of such shipment. No increase to liability beyond that stated in these Primary Terms or the applicable governing agreement shall apply unless Flexport confirms in writing a declared value or increased carrier liability limit. If any proposed increase of the declared value of the products, goods, or cargo is not accepted by Flexport prior to the commencement of Services, then statutory or contractual limits apply. Cargo insurance is not included and is available for separate purchase, if available. Flexport may refuse High-Value Shipments absent insurance or adequate increased liability arrangements.

    2. Customer must disclose High-Value Shipments or unusual goods and comply with any special handling requirements. Flexport may condition acceptance on insurance or declared value buy-up, or refuse transport or storage at its sole discretion.

  6. Payment Terms

    All Services are subject to Flexport’s Payment Terms and Conditions, available at www.flexport.com/terms-and-conditions/payment_terms_and_conditions (“Payment Terms”). Customer shall pay all freight, duties/taxes, accessorials, and other charges when due, without setoff, counterclaim, or deduction, subject to any dispute windows stated in service-specific terms or the Payment Terms. Payment mechanics and authorizations are governed by the Payment Terms. Failure to pay outstanding and due invoices may result in Flexport’s immediate suspension of Services, at Flexport’s sole discretion.

  7. Access to Data and Systems

    Visibility data, analytics, ETAs, forecasts, and dashboards are informational and not guaranteed. Operational instructions must be provided through designated channels. Customs and regulatory filings rely on Customer-supplied information. Flexport is not liable for decisions Customer makes based on visibility data or forecasts, except to the extent required by mandatory law. The terms “Data” and “Intellectual Property,” and all Data access and use, Intellectual Property rights, and software services, are governed by Flexport’s Software and Visibility Terms and Conditions, available at www.flexport.com/terms-and-conditions/software_visibility_terms_and_conditions and Flexport’s Website Terms of Use, available at _________________.

  8. Delay

    Except to the extent prohibited by mandatory law, Flexport is not liable for delay or delay damages. Where delay liability cannot be disclaimed, it is limited to the applicable convention or statute.

  9. Indemnity

    Customer shall defend, indemnify, and hold harmless Flexport and its respective directors, officers, employees, agents, and subcontractors from and against any and all claims, demands, fines, penalties, losses, liabilities, damages, and costs, including attorney’s fees and expenses of defense, investigation, and enforcement, arising out of or relating to: (a) the goods (including condition, packaging, labeling, inherent vice, or non-compliance with law); (b) inaccuracies or omissions in information or instructions provided by or on behalf of Customer; (c) Customer’s breach of these Primary Terms or any service-specific terms; or (d) claims by consignees, owners, insurers, or other third parties, except to the extent finally determined to have been caused by Flexport’s willful misconduct or fraud. Flexport may select counsel to defend any claim subject to indemnity, with Customer responsible for defense costs. In any action involving a claim of ownership of goods being transported, regardless of whether brought by Customer or any third party, this indemnity shall apply.

  10. Liability Limitations and Exclusions

    To the fullest extent permitted by law:

    1. Mode-specific and warehouse liabilities are governed by separate terms and conditions and the applicable conventions or statutes, transport documents, and service-specific terms (e.g., Montreal/Warsaw, Hague/Hague-Visby, CMR, CIM/SMGS, warehouseman terms).

    2. For Services not subject to a specific convention or statute or an applicable transport or warehouse document, Flexport’s liability is limited to the lesser of (i) the amounts Customer paid for the affected Services, and (ii) 0,000 USD per occurrence, unless otherwise stated in service-specific terms. Customer may request higher limits per Section 5.

    3. No indirect, special, incidental, punitive, exemplary, or consequential damages of any kind will apply to Flexport (including loss of profits, revenue, use, market, business, or data), even if advised of the possibility. Nothing excludes or limits liability to the extent caused by Flexport’s willful misconduct or fraud, or where such exclusion/limitation is prohibited by mandatory law.

  11. Claims

    Mode-specific notice and suit-filing deadlines under applicable conventions or statutes and transport documents control the timing for filing claims and lawsuits. For non-carriage claims not subject to a specific agreement or statute: Customer must provide written notice within 30 days of discovery of a claim, and any action must be commenced within 9 months of delivery or scheduled delivery (or, for non-delivery, within 9 months of scheduled delivery). Ocean-related demurrage and detention disputes must follow Flexport’s OSRA tariff dispute procedures and timelines, available at www.flexport.com/terms-and-conditions/osra-dd-dispute-resolution/.

  12. Force Majeure

    Flexport is not liable for any failure or delay to the extent caused by events beyond its reasonable control, including acts of God, extreme weather, fire, flood, earthquake, war, terrorism, riot, civil commotion, strikes or labor disputes, epidemics or pandemics, governmental actions or embargoes, port or terminal closures or congestion, infrastructure outages, or extraordinary failures of third-party networks or systems. Flexport may suspend Services during force majeure and allocate capacity in a fair and reasonable manner. Customer bears resulting storage, demurrage, detention, and other third-party pass-through costs.

  13. General Lien

    1. Flexport shall have a general and continuing right of retention and lien on the Goods as well as on any other property of Customer coming into Flexport’s actual or constructive possession or control for monies owed to Flexport with regard to the shipment on which the lien is claimed, a prior shipment(s), or any other prior obligation, including, without limitation, freight, dead freight, demurrage, detention, any charges, and for any expenses Flexport incurs for storage, security, repacking, remarking, fumigation, or required disposal of goods, for fines, dues, tolls, or commissions Flexport has paid or advanced on behalf of the goods, for any sums, including, without limitation, for legal expenses Flexport has incurred because of any attachment or other legal proceedings brought against the goods by governmental authorities or any person claiming an interest in the goods. The failure to pay any charges may result in a lien on a future shipment(s), including the cost of storage and appropriate security for the subsequent shipment(s) that Flexport may hold under this section. In any event, the Flexport’s lien shall survive discharge or delivery of the goods.

    2. Flexport shall provide written notice to Customer of Flexport’s intent to exercise its lien rights, which notice shall set forth the exact amount of monies due. Customer shall notify all parties it knows to have an interest in the shipment(s) of Flexport’s lien rights and the exercise of such rights.

    3. Unless, within 30 days of receiving notice of lien, Customer posts cash or letter of credit at sight, or if the amount due is in dispute, an acceptable bond equal to 110 percent of the value of the total amount due, in favor of Flexport, guaranteeing payment of all monies due, plus all ongoing and accruing charges, such as storage, Flexport shall have the right to enforce its lien by public or private sale of the goods or any other property of Customer, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after which Flexport shall refund to Customer any net proceeds remaining after such sale. Customer shall remain liable for any deficit after such sale.

    4. If goods are unclaimed during a reasonable time, or whenever in Flexport’s opinion the goods will become deteriorated, decayed or worthless, Flexport (without responsibility to it) may at its discretion and subject to its lien, sell, abandon, or otherwise dispose of such goods at the sole risk and expense of Customer.

  14. Other Terms

    1. Except where a transport document or mandatory law provides otherwise:

      1. If Customer is domiciled in Europe, these Primary Terms are governed by the laws of the Netherlands, with exclusive venue and jurisdiction in the courts of Amsterdam, the Netherlands.

      2. If Customer is domiciled in Asia, these Primary Terms are governed by the laws of Hong Kong, with exclusive venue and jurisdiction in the courts of Hong Kong, SAR.

      3. If Customer is domiciled elsewhere, these Primary Terms are governed by the laws of the State of California, U.S.A., with exclusive venue and jurisdiction in the state and federal courts located in San Francisco, California. Each Party irrevocably submits to such courts. To the extent permitted by law, the Parties waive any right to a jury trial.

      4. Nothing herein prevents Flexport from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect confidential information or intellectual or proprietary rights.

    2. Flexport will update these Primary Terms in the following manner:

      1. Administrative or immaterial updates are effective upon posting at www.flexport.com/terms or the applicable sub-page.

      2. Material changes take effect 30 days after notice via a Flexport application (such as ClientApp or Seller Portal), platform, or email, except where earlier effectiveness is required by law or to address urgent compliance risks or where allowed by service-specific terms. Transport documents for a shipment remain governed by the version in effect at issuance.

      3. Flexport may provide notices via electronic platform, email, or mail to a Customer-provided address. Customer consents to electronic communications for contractual and operational purposes. Notices are effective as stated in the service-specific terms or, if silent, when sent.

    3. Customer may not assign these Primary Terms, including its liabilities and obligations, without Flexport’s prior written consent. Flexport may assign to an Affiliate or in connection with a reorganization or sale of all or substantially all relevant assets (including those of an entity or business operation).

    4. If any provision of these Primary Terms is held invalid, the remainder remains in force. No waiver is effective unless in writing and no waiver of one breach is a waiver of any other.

    5. These Primary Terms and all other Flexport terms and conditions are prepared in English. Translations made available by Flexport are for convenience only; the English version governs in case of discrepancy, except where local law requires otherwise. All current Flexport terms and conditions are found at www.flexport.com/terms, as may be updated from time-to-time. If a service lacks a published service-specific term, these Primary Terms control, subject to Section 1 herein.

    6. Sections 3-14 of these Primary Terms survive termination or completion of Services.

    Last Updated: January 8, 2026