The following terms and conditions govern all carriers, vendors, manufacturers, suppliers, liquidators, warehouse operators, fulfillment providers, and third-party service partners conducting business with or through Top Gun Cargo ("TGC").
1.1 Prohibition of Commercial Holds: Except where strictly required by applicable law, court order, governmental directive, regulatory requirement, customs authority action, sanctions compliance obligation, safety concern, hazardous materials restriction, suspected fraud, suspected criminal activity, security threat, or documented risk of non-compliance, vendors, carriers, warehouses, manufacturers, fulfillment providers, liquidators, and service providers shall not place a freight hold, inventory hold, release hold, shipping restriction, warehouse hold, or similar restriction on cargo, inventory, or shipments without providing prior written notice to Top Gun Cargo (“TGC”).
1.2 Commercial Matters: Account disputes, payment disputes, administrative disagreements, contractual disagreements, billing discrepancies, or other commercial matters shall not constitute sufficient grounds for withholding cargo, inventory, shipping documents, or shipment releases unless such rights are expressly provided by law or by a written agreement executed between the parties.
1.3 Notification and Justification: In the event a freight hold or cargo restriction is imposed, the responsible party must promptly provide written notice to TGC detailing the specific reason for the hold, the legal or contractual basis supporting the action, the corrective actions required for release, and the anticipated timeline for resolution.
1.4 Liability for Unauthorized Action: Any unauthorized freight hold, inventory restriction, shipment delay, or withholding of cargo that results in business interruption, customer losses, storage charges, demurrage, detention, penalties, loss of revenue, loss of business opportunity, reputational harm, or other measurable damages may subject the responsible party to liability for all direct damages reasonably incurred by TGC, its clients, customers, consignors, consignees, or affiliated business partners, including but not limited to the value of the affected cargo, documented lost revenue, additional transportation expenses, storage costs, and other commercially reasonable damages arising directly from the unauthorized action.
1.5 Legal Remedies: Nothing in this provision shall limit TGC’s right to seek injunctive relief, specific performance, reimbursement of costs, indemnification, or any other remedies available under applicable law or contract.
2.1 Tailored Commercial Arrangements: Top Gun Cargo (“TGC”) conducts business through individually negotiated contracts, service agreements, rate agreements, statements of work, purchase orders, and other commercial arrangements tailored to the specific relationship, transaction, or service being provided.
2.2 Supremacy of Executed Agreements: TGC acknowledges and respects the operating procedures, warehouse agreements, carrier terms, vendor agreements, and service provider requirements of its business partners. However, where a separately executed agreement exists between TGC and a vendor, carrier, warehouse operator, manufacturer, liquidator, fulfillment provider, or other service provider, the terms of the agreement executed with TGC shall govern the relationship between the parties and shall supersede any conflicting standard terms, conditions, tariffs, policies, warehouse agreements, website terms, service guides, or other pre-existing contractual provisions to the extent permitted by applicable law.
2.3 Revisions and Notice Periods: TGC reserves the right to negotiate, review, amend, modify, replace, or update any contract, rate agreement, pricing schedule, service level agreement, operating procedure, or commercial term on an individual basis. Any material modification initiated by TGC shall be communicated in writing and shall become effective upon the notice period specified in the applicable agreement or, if no notice period is specified, no less than seven (7) calendar days following written notice.
2.4 Exclusion of Historical or Verbal Practices: No vendor, carrier, warehouse operator, manufacturer, supplier, liquidator, fulfillment provider, or other service provider may rely upon prior pricing, historical practices, verbal representations, expired agreements, or previous transactions as binding upon TGC unless expressly confirmed in writing by an authorized representative of TGC.
2.5 Rights of Termination and Suspension: TGC reserves the right to reject, suspend, renegotiate, or terminate any relationship, agreement, rate structure, service arrangement, or business engagement that no longer meets its operational, financial, compliance, customer service, or commercial requirements, subject to any applicable contractual notice obligations.
2.6 Requirement for Written Approval: No modification, waiver, amendment, or deviation from an executed agreement shall be valid unless documented in writing and approved by an authorized representative of TGC.
All rates, quotations, proposals, bids, and pricing submitted to Top Gun Cargo (“TGC”) by any carrier, vendor, manufacturer, supplier, liquidator, warehouse operator, fulfillment provider, or service partner shall be deemed final upon acceptance unless otherwise stated in writing.
No vendor or service provider may increase, modify, or adjust pricing after submission or acceptance without providing a written explanation detailing the reason for the adjustment. Any anticipated pricing change must be communicated to TGC no less than seven (7) calendar days prior to implementation. Failure to provide proper notice may result in rejection of the rate adjustment and may constitute grounds for suspension or termination of the business relationship.
4.1 Billing Accuracy: All invoices, statements, payables, receivables, credits, debits, and financial records submitted to or by TGC must be accurate, complete, and submitted in a timely manner. Any discrepancy, billing error, duplicate charge, omission, overcharge, undercharge, credit adjustment, or accounting irregularity must be disclosed to TGC immediately upon discovery. Failure to promptly disclose known discrepancies may result in rejection of the invoice, delayed payment, chargeback, offset, suspension of services, or termination of the business relationship.
4.2 Exclusive Platform Processing: All payments, settlements, and financial transactions between TGC and any vendor, carrier, warehouse operator, manufacturer, liquidator, fulfillment provider, or other third-party service provider shall be processed exclusively through TGC’s designated platform and approved payment systems, unless otherwise expressly agreed in writing by TGC.
4.3 Prohibition of Off-Platform Settlements: All payables and receivables must be recorded, managed, and reconciled through the platform. No off-platform invoicing, payments, credits, or financial settlements shall be considered valid or binding unless pre-approved in writing by an authorized representative of TGC.
4.4 Digital Submission and Deadlines: All invoices must be uploaded to and submitted through the platform in the format and within the timelines required by TGC. Invoices submitted outside the platform may be rejected, delayed, or deemed non-compliant for processing purposes.
4.5 Right to Withhold Processing: TGC reserves the right to withhold processing of any payment, invoice, or receivable that is not properly submitted through the platform, is incomplete, is inconsistent with platform records, or fails to comply with established documentation requirements.
Any liquidation inventory, excess inventory, closeout inventory, special purchase opportunity, distressed inventory, or similar offering presented to TGC must be represented accurately and truthfully in all material respects, including pricing, quantities, product condition, specifications, availability, restrictions, and relevant terms.
Once a specific inventory opportunity is offered to TGC, the offering party shall not alter the pricing, quantities, specifications, or material terms without providing prompt written notice to TGC. While future offers may differ in pricing or terms, any active offer must remain accurate and current throughout the stated offer period. Any material change to inventory details, availability, condition, pricing, quantities, packaging, location, or other significant information must be communicated immediately upon discovery.
All manufacturers, suppliers, carriers, warehouses, liquidators, fulfillment providers, and other vendors seeking to conduct business with TGC must establish and maintain a complete vendor account profile.
Vendors shall provide all documentation reasonably requested by TGC, including but not limited to business licenses, certificates of insurance, tax documentation, banking information, operating authorities, compliance certifications, ownership information, contact information, and any additional documentation required for onboarding, regulatory compliance, risk management, or operational purposes.
TGC reserves the right to suspend, reject, terminate, or restrict any vendor relationship for failure to maintain accurate account information or provide requested documentation.
