These terms and conditions of service constitute a legally binding contract between the “Company” and the “Customer”. In the event the Company renders services and issues a document containing Terms and Conditions governing such services, the Terms and Conditions set forth in such other document(s) shall govern those services.
1. Definitions.
(a) “Company” shall mean ASF Inc d.b.a. ASF Logistics, its subsidiaries, related companies, agents and/or representatives;
(b) “Customer” shall mean the person for which the Company is rendering service, as well as its principals, agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;
(c) “Documentation” shall mean all information received directly or indirectly from Customer, whether in paper or electronic form;
(d) “Ocean Transportation Intermediaries” (“OTI”) shall include an “ocean freight forwarder” and a “non-vessel operating carrier”;
(e) “Third parties” shall include, but not be limited to, the following: “carriers, truckmen, cartmen, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise”.
2. Clause Paramount
The International Convention for the Unification of Certain Rules of Law relating to Bills of Lading issued for cargo carried signed at Brussels on 25 August 1924 (“the Hague Rules”) as amended by the Protocol signed at Brussels on 23 February 1968 (“the Hague-Visby Rules”) and as enacted in the country of shipment shall apply to this Contract. When the Hague-Visby Rules are not enacted in the country of shipment, the corresponding legislation of the country of destination shall apply, irrespective of whether such legislation may only regulate outbound shipments. When there is no enactment of the Hague-Visby Rules in either the country of shipment or in the country of destination, the Hague-Visby Rules shall apply to this Contract save where the Hague Rules as enacted in the country of shipment or if no such enactment is in place, the Hague Rules as enacted in the country of destination apply compulsorily to this Contract. The Protocol signed at Brussels on 21 December 1979 (“the SDR Protocol 1979”) shall apply where the Hague-Visby Rules apply, whether mandatorily or by this Contract. For goods moving to or from the United States any bill of lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved 16 April 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. The provisions stated in said Act shall ‘except as may be otherwise specifically provided herein’ govern before the goods are loaded on and after they are discharged from the ship and throughout the entire time the goods are in custody of the carrier. The carrier shall not be liable in any capacity whatsoever for any delay, non-delivery or mis-delivery, or loss of or damage to the goods occurring while the goods are not in the actual custody of the carrier.
3. Company as agent.
The Company acts as the “agent” of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export and security documentation on behalf of the Customer and other dealings with Government Agencies, or for arranging for transportation services or other logistics services in any capacity other than as a carrier.
4. Limitation of Actions.
(a) Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual loss, must be made in writing and received by the Company, within 2 working days of the event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer.
(b) All suits against Company must be filed and properly served on Company as follows:
(i) For claims arising out of ocean transportation, within 3 days following delivery
(ii) For claims arising out of air transportation, within 3 days following delivery
(iii) For claims arising out of the preparation and/or submission of an importentry(s), within 3 days from the date of liquidation of the entry(s);
(iv) For any and all other claims of any other type, within 3 days from the date of the loss or damage.
5. No Liability For The Selection or Services of Third Parties and/or Routes.
Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, Company shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment; advice by the Company that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person or firm will render such services nor does Company assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party; all claims in connection with the Act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company.
6. Quotations Not Binding.
Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between the Company and the Customer.
7. Reliance On Information Furnished.
(a) Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with U.S. Customs & Border Protection, other Government Agency and/or third parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission filed on Customers behalf;
(b) In preparing and submitting customs entries, export declarations, applications, security filings, documentation and/or other required data, the Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer’s failure to disclose information or any incorrect, incomplete or false statement by the Customer or its agent, representative or contractor upon which the Company reasonably relied. The Customer agrees that the Customer has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods.
(c) Customer acknowledges that it is required to provide verified weights obtained on calibrated, certified equipment of all cargo that is to be tendered to steamship lines and represents that Company is entitled to rely on the accuracy of such weights and to counter-sign or endorse it as agent of Customer in order to provide the certified weight to the steamship lines. The Customer agrees that it shall indemnify and hold the Company harmless from any and all claims, losses, penalties or other costs resulting from any incorrect or questionable statements of the weight provided by the Customer or its agent or contractor on which the Company relies.
8. Declaring Higher Value To Third Parties.
Third parties to whom the goods are entrusted may limit liability for loss or damage; the Company will request excess valuation coverage only upon specific written instructions from the Customer, which must agree to pay any charges therefore; in the absence of written instructions or the refusal of the third party to agree to a higher declared value, at Company’s discretion, the goods may be tendered to the third party, subject to the terms of the third party’s limitations of liability and/or terms and conditions of service.
9. Insurance.
Unless requested to do so in writing and confirmed to Customer in writing, Company is under no obligation to procure insurance on Customer’s behalf; in all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance.
10. Disclaimers; Limitation of Liability.
(a) Except as specifically set forth herein, Company makes no express or implied warranties in connection with its services;
(b) In connection with all services performed by the Company, Customer may obtain additional liability coverage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefor, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s).
(c) In the absence of additional coverage under (b) above, the Company’s liability shall be limited to
(i) where the claim arises from activities other than those relating to customs business, $500 per package or customary freight unit.
(ii)where the claim arises from activities relating to “Customs business,” $125 per entry or the amount of brokerage fees paid to Company
(d) In no event shall Company be liable or responsible for consequential, indirect, incidental, statutory or punitive damages, even if it has been put on notice of the possibility of such damages, or for the acts of third parties.
11. Advancing Money.
All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to customer; the granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by the Company.
12. Indemnification/Hold Harmless.
The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability, fines, penalties and/or attorneys’ fees arising from the importation or exportation of customers merchandise and/or any conduct of the Customer, including but not limited to the inaccuracy of entry, export or security data supplied by Customer or its agent or representative, which violates any Federal, State and/or other laws, and further agrees to indemnify and hold the Company harmless against any and all liability, loss, damages, costs, claims, penalties, fines and/or expenses, including but not limited to reasonable attorney’s fees, which the Company may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company.
13. C.O.D. or Cash Collect Shipments.
Company shall use reasonable care regarding written instructions relating to “Cash/Collect on Deliver (C.O.D.)” shipments, bank drafts, cashier’s and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall not have liability if the bank or consignee refuses to pay for the shipment.
14. Costs of Collection.
In any dispute involving monies owed to Company, the Company shall be entitled to all costs of collection, including reasonable attorney’s fees and interest at 25% per annum or the highest rate allowed by law, whichever is less unless a lower amount is agreed to by Company.
15. General Lien and Right To Sell Customer’s Property.
(a) Company shall have a continuing lien on any and all property and documents relating thereto of Customer coming into Company’s actual or constructive possession, custody or control or enroute, which lien shall survive delivery, for all charges, expenses or advances owed to Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both. Customs duties, transportation charges, and related payments advanced by the Company shall be deemed paid in trust on behalf of the Customer and treated as pass through payments made on behalf of the Customer for which the Company is acting as a mere conduit.
(b) Company shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any on-going storage or other charges; Customer shall notify all parties having an interest in its shipment(s) of Company’s rights and/or the exercise of such lien.
(c) Unless, within thirty 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% of the value of the total amount due, in favor of Company, guaranteeing payment of the monies owed, plus all storage charges accrued or to be accrued, Company shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Customer.
16. No Duty To Maintain Records For Customer.
Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended, (19 USC §1508 and 1509) it has the duty and is solely liable for maintaining all records required under the Customs and/or other Laws and Regulations of the United States; unless otherwise agreed to in writing, the Company shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a “recordkeeper” or “recordkeeping agent” for Customer.
17. Obtaining Binding Rulings, Filing Protests, etc.
Unless requested by Customer in writing and agreed to by Company in writing, Company shall be under no obligation to undertake any pre- or post Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.
18. No Duty To Provide Licensing Authority.
Unless requested by Customer in writing and agreed to by the Company in writing, Company shall not be responsible for determining licensing authority or obtaining any license or other authority pertaining to the export from or import into the United States.
19. Preparation and Issuance of Bills of Lading.
Where Company prepares and/or issues a bill of lading, Company shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc.; unless specifically requested to do so in writing by Customer or its agent and Customer agrees to pay for same, Company shall rely upon and use the cargo weight supplied by Customer.
20. No Modification or Amendment Unless Written.
These terms and conditions of service may only be modified, altered or amended in writing signed by both Customer and Company; any attempt to unilaterally modify, alter or amend same shall be null and void.
21. Compensation of Company.
The compensation of the Company for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by the Company to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers
and others in connection with the shipment. On ocean exports, upon request, the Company shall
provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or action against the Customer for monies due the Company, upon recovery by the Company, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee.
22. Force Majeure.
Company shall not be liable for losses, damages, delays, wrongful or missed deliveries or nonperformance, in whole or in part, of its responsibilities under the Agreement, resulting from circumstances beyond the control of either Company or its sub-contractors, including but not limited to: (i) acts of God, including flood, earthquake, storm, hurricane, power failure or other natural disaster; (ii) war, hijacking, robbery, theft or terrorist activities; (iii) incidents or deteriorations to means of transportation, (iv) embargoes, (v) civil commotions or riots, (vi) defects, nature or inherent vice of the goods; (vii) acts, breaches of contract or omissions by Customer, Shipper, Consignee or anyone else who may have an interest in the shipment, (viii) acts by any government or any agency or subdivision thereof, including denial or cancellation of any import/export or other necessary license; or (ix) strikes, lockouts or other labor conflicts.
23. Severability.
In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in Full force and effect. Company’s decision to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein.
24. Governing Law; Consent to Jurisdiction and Venue. These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of Alabama without giving consideration to principles of conflict of law.
Customer and Company
(a) irrevocably consent to the jurisdiction of the United States District Court and the State courts of Alabama.
(b) agree that any action relating to the services performed by Company, shall only be brought in said courts;
(c) consent to the exercise of in personam jurisdiction by said courts over it, and
(d) further agree that any action to enforce a judgment may be instituted in any jurisdiction.
©Approved by the National Customs Brokers and Forwarders Association of America, Inc. (Revised 6/16)
1. GENERAL ASF Inc., (hereinafter, “ASF” or “BROKER”), a licensed property broker that, undertakes to arrange for the interstate transportation of shipments on behalf of its various customers from various origins and destinations throughout the United States. The transportation is furnished by carriers selected by and under contract with ASF. The terms and conditions of brokerage set forth herein are applicable to the transportation of any shipment by ASF undertaken on the Customer’s behalf. In the event that ASF and the Customer (hereinafter “SHIPPER”) have entered into a written contract containing terms and conditions different than those set forth in these Terms & Conditions of Brokerage, these Terms & Conditions of Brokerage will control.
2. APPLICABILITY These Terms & Conditions and agreed upon pricing documents apply to all services (the “Services”) provided by ASF Inc.to SHIPPER. These Terms & Conditions shall constitute the entire Agreement between the parties and no other tariff provisions shall apply to the Services provided by BROKER to SHIPPER under these Terms & Conditions. Performance of any work by BROKER for SHIPPER shall constitute acceptance by SHIPPER of these Terms & Conditions. BROKER objects to any terms proposed in SHIPPER’S acknowledgment or other form of acceptance of BROKER’S offer to perform services which add to, vary from, or conflict with these Terms & Conditions. These Terms & Conditions may be modified only by a written instrument executed by authorized representatives of both parties. If BROKER’S offer to perform service has been issued in response to SHIPPER’S offer and if any of the Terms & Conditions herein add to, vary from or conflict with any terms of SHIPPER’S offer, then the acceptance by SHIPPER of BROKER’S tender to perform services shall constitute an acceptance of SHIPPER’S offer subject solely to the express Terms & Conditions set forth herein, and any additional, different or conflicting terms in SHIPPER’S offer are rejected by BROKER, so that these Terms & Conditions and agreed upon pricing documents constitutes the entire Agreement between SHIPPER and BROKER with respect to the subject matter hereof and the subject matter of SHIPPER’S offer.
3. PAYMENT FOR SERVICES
A. SHIPPER shall pay BROKER for the Services provided by BROKER under these Terms & Conditions at the rates and charges as agreed between the parties. All payments by SHIPPER shall be remitted to BROKER at the following address: ASF Inc., 3812 Springhill Ave, Mobile, AL 36608.
B. Except as may be later disclosed in a records review or audit, each party shall have one year from the date of shipment to file a claim with the other party for overcharges or undercharges relating to such shipment.
C. Except as otherwise provided in these Terms & Conditions, each party must bring a civil action to recover damages or amounts claimed under these Terms & Conditions within two (2) years from the date of shipment. Any matters not filed within the above limitations period shall be barred.
D. Except as otherwise provided in these Terms & Conditions, all lawsuits concerning disputed invoices, including lawsuits by BROKER against SHIPPER for unpaid invoices, shall be commenced in the courts of Mobile County, Alabama. SHIPPER shall pay BROKER all reasonable expenses of litigation, including attorney’s fees, costs and expenses, in all successful actions by BROKER to collect unpaid invoices from SHIPPER.
E. In the event that BROKER accepts and provides Services to SHIPPER before reaching an agreement with SHIPPER on pricing, SHIPPER agrees to pay BROKER the last pricing quoted by BROKER to SHIPPER for that load or, in the event that no pricing has been provided by BROKER, SHIPPER agrees to pay for BROKER’S Services based on BROKER’S standard pricing model.
F. It is expressly agreed, as a condition of ASF, Inc. provision of freight services to SHIPPER, that ASF, Inc. shall have a lien on all of SHIPPER freight under transport for the total amount owed to ASF, Inc. for all freight charges, storage and charges for related services, including charges related to freight previously delivered upon the promise of SHIPPER to pay such charges. No further notice of this lien shall be provided to SHIPPER.
4. BROKER’S OBLIGATIONS
A. General.
(1) Selection and Use of Motor Carriers. ASF will subcontract the transportation services required by SHIPPER to motor carriers that are duly authorized to transport such shipments pursuant to all applicable regulatory authority. It is understood and agreed that the Motor Carriers are independent contractors with the exclusive control over their respective drivers and employees, and are not agents, employees or authorized representatives of ASF.
(2) Compliance with Laws, Rules and Regulations. BROKER shall have authority from the Department of Transportation to act as and provide services as a property broker. BROKER shall comply with all applicable provisions of the Interstate Commerce Act, related laws, rules and regulations of the FMCSA, and all applicable state and local laws, rules and regulations to the extent they govern BROKER’S operations.
(3) Prompt Service. BROKER shall promptly and efficiently retain and contract with Carriers as necessary to meet SHIPPER’S transportation needs.
(4) Delay; Accidents. BROKER shall notify SHIPPER of any accidents, spills, theft, hijacking or other events which impair the safe and prompt delivery of SHIPPER’S goods in its control.
(5) On-Hand Freight. BROKER shall notify SHIPPER of any refused freight at SHIPPER and/or third-party locations and request additional instructions regarding delivery or storage of the refused goods. Such notice by BROKER shall, as soon as reasonably practical.
B. Delivery Receipts and Bills of Lading
(1) Delivery Receipt. Except as otherwise provided in an Exhibit, BROKER shall obtain an acknowledgement of delivery for all shipments by notation on the bill of lading. At the request of SHIPPER, BROKER agrees to provide copies of same to SHIPPER in sufficient detail to substantiate billing for the services provided. BROKER shall retain such records for two (2) years after delivery of the involved shipments or for such greater period of time as may be required by federal or state laws, rules, or regulations.
(2) Conflict Between Terms & Conditions and Bill of Lading. The parties agree that bills of lading and delivery receipts shall be used solely as receipts for shipment and to identify the kind and quantity of goods, place of pickup and delivery, SHIPPER and consignee and other information as required by SHIPPER. At BROKER’S discretion references to classifications, tariffs, service guides or other publications and/or contractual terms and conditions on the face or reverse side of such documents shall be null and void, and these Terms & Conditions shall govern the rights and obligations of the parties hereto.
C. Carrier Insurance Requirements. BROKER shall only broker SHIPPER loads to those Carriers that maintain policies of insurance as follows: (i) cargo insurance with minimum limits of liability of $100,000 per occurrence; (ii) automobile liability insurance with minimum limits of liability of $1,000,000 combined single limit for bodily injury and property damage; (iii) comprehensive general liability with contractual liability insurance with minimum limits of liability of $1,000,000 per occurrence; (iv) worker’s compensation insurance with minimum limits as may be required by statute; and (v) any other insurance required by the Department of Transportation or any other federal, state or local regulatory agency.
5. BROKER/CARRIER LIABILITY; SHIPPER LIABILITY
A. BROKER Liability is Limited. SHIPPER agrees to look to carrier for any loss damage or delay caused by the actions of the Carrier and agrees that BROKER’S liability, if any, for any breach of representation, warranty or covenant under these Terms & Conditions shall be limited to the total compensation for services provided by BROKER under these Terms & Conditions in connection with such services. For any bailment liability for the storage, handling or transloading of freight the liability of BROKER shall be the lessor of the invoice value or $.50 per pound.
B. Claims; Processing. BROKER shall, without assuming any liability for loss or damage Claims, assist SHIPPER in its pursuit of SHIPPER Claims against liable Carriers.
C. SHIPPER Liability. SHIPPER agrees to bear all costs or fees associated with any cancellation or change of any scheduled service, or the costs and expenses of completing a service that were not disclosed to the BROKER at the time the load was originally requested by the SHIPPER or the price for the service was quoted by the BROKER.
6. INDEMNITY.
Indemnity by SHIPPER. SHIPPER shall indemnify and defend BROKER, its affiliated and associated companies, and their respective agents, officers, directors, and employees from and against any liability, loss, cost, claims, and expenses, including attorneys’ fees and costs of defense, arising out of the negligent acts or omissions of SHIPPER, its third-party contractors, agents or employees. The above indemnity shall extent to all claims, liabilities and losses that in any way arise from or out of the loading or unloading by SHIPPER of any trailer of a Carrier. SHIPPER shall hold BROKER harmless from and against any claim, loss or damages to person or property caused in any manner by a Carrier.
7. INDEPENDENT CONTRACTOR.
ASF Inc. shall perform the services hereunder as an independent contractor and nothing herein is intended to create a joint venture, partnership, agency, or any employment relationship.
8. GOVERNING LAW.
To the extent not governed by the Interstate Commerce Termination Act or other applicable federal statutes, the laws of the State of Alabama shall govern the validity, construction and performance of these Terms & Conditions. All controversies, claims, actions, suits or proceedings arising hereunder shall be brought in the courts of Mobile County, Alabama.
9. FORCE MAJEURE
A. Except for SHIPPER’S obligations regarding the timely payment of freight charges to BROKER, neither party hereto shall be liable to the other for default in the performance of any of the terms and provisions of these Terms & Conditions if caused by fire, strikes or labor disputes, riot, war, Act of God, governmental order or regulation, or other similar contingency beyond the reasonable control of the respective parties.
B. The party claiming force majeure shall notify the other party within twenty-four (24) hours of when it learns of the existence of such a condition and shall similarly notify the other within a period of two (2) working days after the condition is remedied. However, if such condition of force majeure is not remedied within 20 days, the unaffected party shall have the right to terminate any obligations created by these Terms & Conditions upon notice to the other party.
10. SEVERABILITY AND WAIVER
If any phrase, clause, sentence, or other provision contained in these Terms & Conditions violates any applicable statute, ordinance, rule or law, such phrase, clause, sentence or provision shall be ineffective to the extent of such violations without invalidating any other provision of these Terms & Conditions. The waiver by either party of any breach or default hereunder, or the failure of either party to enforce any of the terms and conditions herein, shall not affect, limit or waive the right of either party thereafter to enforce and compel strict compliance with these Terms & Conditions.
11. ENTIRE AGREEMENT/AMENDMENTS
These Terms & Conditions represents the entire understanding of the parties with respect to the subject matter herein and cannot be amended except in writing signed by both parties. All prior discussions, understandings, negotiations and Agreements regarding the subject matter herein, are merged herein.
12. LIMITATION OF LIABILITY
Except as otherwise expressly provided in these Terms & Conditions, in no event will either party be liable to the other for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages. All pick-up and delivery times, and other service times, are estimates and not guarantees.
13. RATE QUOTES
A. The rates for all quoted service are good for 30 days and require credit approval. Rates will include all disclosed permits and accessorial charges. However, SHIPPER bears responsibility for any undisclosed costs, and expenses.
B. Detention with Power (1 free hour at SHIPPER) Applies when there is a delay of the driver and the equipment with power that is not the fault of the BROKER or Motor Carrier. Free time starts upon notification by the driver to the SHIPPER or consignee that the trailer is available and ends upon notification from the SHIPPER or consignee that the trailer is available for movement. SHIPPER hereby consents and agrees to any additional detention time.
C. SHIPPER agrees to bear all costs or fees associated with any cancellation or change of any scheduled service, or the costs and expenses of completing a service that were not disclosed to the BROKER at the time when the load was originally requested by the SHIPPER or when the price for the service was quoted by the BROKER.D. BROKER reserves the right to supplement any invoice to access additional costs for reclassification, weight, accessorial charges or any other fee or cost of any nature that was incurred in order to provide the transportation service.
E. Rate quotes are proprietary and confidential information and are not to be divulged to third parties.
These terms and conditions of service constitute a legally binding contract between the “Company” and the “Customer”. In the event the Company renders services and issues a document containing Terms and Conditions governing such services, the Terms and Conditions set forth in such other document(s) shall govern those services.
1. Definitions.
(a) “Company” shall mean ASF Global LLC, its subsidiaries, related companies, agents and/or representatives;
(b) “Customer” shall mean the person for which the Company is rendering service, as well as its principals, agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;
(c) “Documentation” shall mean all information received directly or indirectly from Customer, whether in paper or electronic form;
(d) “Ocean Transportation Intermediaries” (“OTI”) shall include an “ocean freight forwarder” and a “non-vessel operating carrier”;
(e) “Third parties” shall include, but not be limited to, the following: “carriers, truckmen, cartmen, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise”.
2. Clause Paramount.
The International Convention for the Unification of Certain Rules of Law relating to Bills of Lading issued for cargo carried signed at Brussels on 25 August 1924 (“the Hague Rules”) as amended by the Protocol signed at Brussels on 23 February 1968 (“the Hague-Visby Rules”) and as enacted in the country of shipment shall apply to this Contract. When the Hague-Visby Rules are not enacted in the country of shipment, the corresponding legislation of the country of destination shall apply, irrespective of whether such legislation may only regulate outbound shipments. When there is no enactment of the Hague-Visby Rules in either the country of shipment or in the country of destination, the Hague-Visby Rules shall apply to this Contract save where the Hague Rules as enacted in the country of shipment or if no such enactment is in place, the Hague Rules as-enacted in the country of destination apply compulsorily to this Contract. The Protocol signed at Brussels on 21 December 1979 (“the SDR Protocol 1979”) shall apply where the Hague-Visby Rules apply, whether mandatorily or by this Contract. For goods moving to or from the United States any bill of lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved 16 April 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. The provisions stated in said Act shall ‘except as may be otherwise specifically provided herein’ govern before the goods are loaded on and after they are discharged from the ship and throughout the entire time the goods are in custody of the carrier. The carrier shall not be liable in any capacity whatsoever for any delay, non-delivery or mis-delivery, or loss of or damage to the goods occurring while the goods are not in the actual custody of the carrier.
3. Company as agent.
The Company acts as the “agent” of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export and security documentation on behalf of the Customer and other dealings with Government Agencies, or for arranging for transportation services or other logistics services in any capacity other than as a carrier.
4. Limitation of Actions.
(a) Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual loss, must be made in writing and received by the Company, within 2 working days of the event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer.
(b) All suits against Company must be filed and properly served on Company as follows:
(i) For claims arising out of ocean transportation, within 3 days following delivery
(ii) For claims arisingout of air transportation, within 3 days following delivery
(iii) For claims arisingout of the preparation and/or submission of an importentry(s), within 3 daysfrom the date of liquidation of the entry(s);
(iv) For any and allother claims of any other type, within 3 days from the date of the loss ordamage.
5. No Liability For TheSelection or Services of Third Parties and/or Routes.
Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, Company shall use reasonable care in its selection of third parties ,or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment; advice by the Company that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person or firm will render such services nor does Company assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control ofa third party or the agent of a third party; all claims in connection with theAct of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company.
6. Quotations Not Binding.
Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between the Company and the Customer.
7. Reliance On Information Furnished.
(a) Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with U.S. Customs & Border Protection, other Government Agency and/or third parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission filed on Customers behalf;
(b) In preparing and submitting customs entries, export declarations, applications, security filings, documentation and/or other required data, the Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold theCompany harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer’s failure to disclose information or any incorrect, incomplete or false statement by the Customer or its agent, representative or contractor upon which the Company reasonably relied. TheCustomer agrees that the Customer has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods.
(c) Customer acknowledges that it is required to provide verified weights obtained on calibrated, certified equipment of all cargo that is to be tendered to steamship lines and represents that Company is entitled to rely on the accuracy of such weights and to counter-sign or endorse it as agent of Customer in order to provide the certified weight to the steamship lines. The Customer agrees that it shall indemnify and hold the Company harmless from any and all claims, losses, penalties or other costs resulting from any incorrect or questionable statements of the weight provided by the Customer or its agent or contractor on which the Company relies.
8. Declaring Higher ValueTo Third Parties.
Third parties to whom the goods are entrusted may limit liability for loss or damage; the Company will request excess valuation coverage only upon specific written instructions from the Customer, which must agree to pay any charges therefore; in the absence of written instructions or the refusal of the third party to agree to a higher declared value, at Company’s discretion, the goods may be tendered to the third party, subject to the terms of the third party’s limitations of liability and/or terms and conditions of service.
9. Insurance.
Unless requested to do so in writing and confirmed to Customer in writing, Company is under no obligation to procure insurance on Customer’s behalf; in all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance.
10. Disclaimers; Limitation of Liability.
(a) Except as specifically set forth herein, Company makes no express or implied warranties in connection with its services;
(b) In connection with all services performed by the Company, Customer may obtain additional liability coverage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefor, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s).
(c) In the absence of additional coverage under (b) above, the Company’s liability shall be limited to
(i) where the claim arises from activities other than those relating to customs business, $500 per package or customary freight unit.
(ii)where the claim arises from activities relating to “Customs business,” $125 per entry or the amount of brokerage fees paid to Company
(d) In no event shallCompany be liable or responsible for consequential, indirect, incidental, statutory or punitive damages, even if it has been put on notice of the possibility of such damages, or
for the acts of third parties.
11. Advancing Money.
All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to customer; the granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by the Company.
12. Indemnification/Hold Harmless.
The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability, fines, penalties and/or attorneys’ fees arising from the importation or exportation of customers merchandise and/or any conduct of the Customer, including but not limited to the inaccuracy of entry, export or security data supplied by Customer or its agent or representative, which violates any Federal, State and/or other laws, and further agrees to indemnify and hold theCompany harmless against any and all liability, loss, damages, costs, claims, penalties, fines and/or expenses, including but not limited to reasonable attorney’s fees, which the Company may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company.
13. C.O.D. or Cash Collect Shipments.
Company shall use reasonable care regarding written instructions relating to “Cash/Collect on Deliver (C.O.D.)” shipments, bank drafts, cashier’s and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall not have liability if the bank or consignee refuses to pay for the shipment.
14. Costs of Collection.
In any dispute involving monies owed to Company, the Company shall be entitled to all costs of collection, including reasonable attorney’s fees and interest at 25% per annum or the highest rate allowed by law, whichever is less unless a lower amount is agreed to by Company.
15. General Lien and Right To SellCustomer’s Property.
(a) Company shall have a continuing lien on any and all property and documents relating thereto of Customer coming into Company’s actual or constructive possession, custody or control or en route, which lien shall survive delivery, for all charges, expenses or advances owed to Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both. Customs duties, transportation charges, and related payments advanced by the Company shall be deemed paid in trust on behalf of the Customer and treated as pass through payments made on behalf of the Customer for which the Company is acting as a mere conduit.
(b) Company shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any on-going storage or other charges; Customer shall notify all parties having an interest in its shipment(s) of Company’s rights and/or the exercise of such lien.
(c) Unless, within thirty 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% of the value of the total amount due, in favor of Company, guaranteeing payment of the monies owed, plus all storage charges accrued or to be accrued, Company shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Customer.
16. No Duty To Maintain Records For Customer.
Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended, (19 USC §1508 and 1509) it has the duty and is solely liable for maintaining all records required under the Customs and/or other Laws and Regulations of the UnitedStates; unless otherwise agreed to in writing, the Company shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a “record keeper” or “record keeping agent” for Customer.
17. Obtaining Binding Rulings, FilingProtests, etc.
Unless requested byCustomer in writing and agreed to by Company in writing, Company shall be under no obligation to undertake any pre- or post Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.
18. No Duty To Provide Licensing Authority.
Unless requested byCustomer in writing and agreed to by the Company in writing, Company shall not be responsible for determining licensing authority or obtaining any license or other authority pertaining to the export from or import into the United States.
19. Preparation and Issuance of Bills of Lading.
Where Company prepares and/or issues a bill of lading, Company shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc.; unless specifically requested to do so in writing by Customer or its agent and Customer agrees to pay for same, Company shall rely upon and use the cargo weight supplied by Customer.
20. No Modification or Amendment Unless Written.
These terms and conditions of service may only be modified, altered or amended in writing signed by both Customer and Company; any attempt to unilaterally modify, alter or amend same shall be null and void.
21. Compensation of Company.
The compensation of theCompany for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by the Company to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, the Company shall
provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or action against theCustomer for monies due the Company, upon recovery by the Company, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee.
22. Force Majeure.
Company shall not be liable for losses, damages, delays, wrongful or missed deliveries or nonperformance, in whole or in part, of its responsibilities under the Agreement, resulting from circumstances beyond the control of either Company or its sub-contractors, including but not limited to: (i) acts of God, including flood, earthquake, storm, hurricane, power failure or other natural disaster;(ii) war, hijacking, robbery, theft or terrorist activities; (iii) incidents or deteriorations to means of transportation, (iv) embargoes, (v) civil commotions or riots, (vi) defects, nature or inherent vice of the goods; (vii) acts, breaches of contract or omissions by Customer, Shipper, Consignee or anyone else who may have an interest in the shipment, (viii) acts by any government or any agency or subdivision thereof, including denial or cancellation of any import/export or other necessary license; or (ix) strikes, lockouts or other labor conflicts.
23. Severability.
In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in Full force and effect. Company’s decision to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein.
24. Governing Law; Consent to Jurisdiction and Venue.
These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of Alabama without giving consideration to principles of conflict of law. Customer and Company (a) irrevocably consent to the jurisdiction of the United States District Court and the State courts ofAlabama.(b) agree that any action relating to the services performed by Company, shall only be brought in said courts;(c) consent to the exercise of in person am jurisdiction by said courts over it, and (d) further agree that any action to enforce a judgment may be instituted in any jurisdiction.
©Approved by theNational Customs Brokers and Forwarders Association of America, Inc.
(Revised 6/16)
1. GENERAL ASF Global, LLC, (hereinafter, “ASF” or “BROKER”), a licensed property broker that, under takes to arrange for the interstate transportation of shipments on behalf of its various customers from various origins and destinations throughout the United States. The transportation is furnished by carriers selected by and under contract with ASF. The terms and conditions of brokerage set forth herein are applicable to the transportation of any shipment by ASF undertaken on the Customer’s behalf. In the event that ASF and the Customer (hereinafter“SHIPPER”) have entered into a written contract containing terms and conditions different than those set forth in these Terms & Conditions of Brokerage, these Terms & Conditions of Brokerage will control.
2. APPLICABILITY These Terms & Conditions and agreed upon pricing documents apply to all services (the “Services”) provided by ASF Inc.to SHIPPER. These Terms & Conditions shall constitute the entire Agreement between the parties and no other tariff provisions shall apply to the Services provided by BROKER to SHIPPER under these Terms & Conditions. Performance of any work by BROKER for SHIPPER shall constitute acceptance by SHIPPER of these Terms & Conditions. BROKER objects to any terms proposed in SHIPPER’S acknowledgment or other form of acceptance of BROKER’S offer to perform services which add to, vary from, or conflict with these Terms & Conditions. These Terms & Conditions may be modified only by a written instrument executed by authorized representatives of both parties. If BROKER’S offer to perform service has been issued in response to SHIPPER’S offer and if any of the Terms & Conditions herein add to, vary from or conflict with any terms of SHIPPER’S offer, then the acceptance by SHIPPER of BROKER’S tender to perform services shall constitute an acceptance of SHIPPER’S offer subject solely to the express Terms & Conditions set forth herein, and any additional, different or conflicting terms in SHIPPER’S offer are rejected by BROKER, so that these Terms & Conditions and agreed upon pricing documents constitutes the entire Agreement between SHIPPER and BROKER with respect to the subject matter hereof and the subject matter of SHIPPER’S offer.
3. PAYMENT FOR SERVICES
A. SHIPPER shall pay BROKER for the Services provided by BROKER under these Terms & Conditions at the rates and charges as agreed between the parties. All payments by SHIPPER shall be remitted to BROKER at the following address: ASF Global, LLC, 3812 Springhill Ave, Mobile, AL 36608.
B. Except as may be later disclosed in a records review or audit, each party shall have one year from the date of shipment to file a claim with the other party for overcharges or undercharges relating to such shipment.
C. Except as otherwise provided in these Terms & Conditions, each party must bring a civil action to recover damages or amounts claimed under these Terms & Conditions within two (2) years from the date of shipment. Any matters not filed within the above limitations period shall be barred.
D. Except as otherwise provided in these Terms & Conditions, all lawsuits concerning disputed invoices, including lawsuits by BROKER against SHIPPER for unpaid invoices, shall be commenced in the courts of Mobile County, Alabama. SHIPPER shall pay BROKER all reasonable expenses of litigation, including attorney’s fees, costs and expenses, in all successful actions by BROKER to collect unpaid invoices from SHIPPER.
E. In the event that BROKER accepts and provides Services to SHIPPER before reaching an agreement with SHIPPER on pricing, SHIPPER agrees to pay BROKER the last pricing quoted by BROKER to SHIPPER for that load or, in the event that no pricing has been provided by BROKER, SHIPPER agrees to pay for BROKER’S Services based on BROKER’S standard pricing model.
F. It is expressly agreed, as a condition of ASF Global, LLC provision of freight services to SHIPPER, that ASF Global, LLC shall have alien on all of SHIPPER freight under transport for the total amount owed to ASFGlobal, LLC for all freight charges, storage and charges for related services, including charges related to freight previously delivered upon the promise of SHIPPER to pay such charges. No further notice of this lien shall be provided to SHIPPER.
4. BROKER’S OBLIGATIONS
A. General.
(1) Selection and Use of Motor Carriers. ASF will subcontract the transportation services required by SHIPPER to motor carriers that are duly authorized to transport such shipments pursuant to all applicable regulatory authority. It is understood and agreed that the Motor Carriers are independent contractors with the exclusive control over their respective drivers and employees, and are not agents, employees or authorized representatives of ASF.
(2) Compliance with Laws, Rules and Regulations. BROKER shall have authority from the Department of Transportation to act as and provide services as a property broker. BROKER shall comply with all applicable provisions of the Interstate Commerce Act, related laws, rules and regulations of the FMCSA, and all applicable state and local laws, rules and regulations to the extent they govern BROKER’S operations.
(3) Prompt Service. BROKER shall promptly and efficiently retain and contract with Carriers as necessary to meet SHIPPER’S transportation needs.
(4) Delay; Accidents. BROKER shall notify SHIPPER of any accidents, spills, theft, hijacking or other events which impair the safe and prompt delivery of SHIPPER’S goods in its control.
(5) On-Hand Freight. BROKER shall notify SHIPPER of any refused freight at SHIPPER and/or third-party locations and request additional instructions regarding delivery or storage of the refused goods. Such notice by BROKER shall, as soon as reasonably practical.
B. Delivery Receipts and Bills of Lading
(1) Delivery Receipt. Except as otherwise provided in an Exhibit, BROKER shall obtain an acknowledgement of delivery for all shipments by notation on the bill of lading. At the request of SHIPPER, BROKER agrees to provide copies of same to SHIPPER in sufficient detail to substantiate billing for the services provided. BROKER shall retain such records for two (2) years after delivery of the involved shipments or for such greater period of time as may be required by federal or state laws, rules, or regulations.
(2) Conflict Between Terms & Conditions and Bill of Lading. The parties agree that bills of lading and delivery receipts shall be used solely as receipts for shipment and to identify the kind and quantity of goods, place of pickup and delivery, SHIPPER and consignee and other information as required by SHIPPER. At BROKER’S discretion references to classifications, tariffs, service guides or other publications and/or contractual terms and conditions on the face or reverse side of such documents shall be null and void, and these Terms & Conditions shall govern the rights and obligations of the parties hereto.
C. Carrier Insurance Requirements. BROKER shall only broker SHIPPER loads to those Carriers that maintain policies of insurance as follows: (i) cargo insurance with minimum limits of liability of $100,000 per occurrence; (ii) automobile liability insurance with minimum limits of liability of $1,000,000 combined single limit for bodily injury and property damage; (iii) comprehensive general liability with contractual liability insurance with minimum limits of liability of $1,000,000 per occurrence; (iv) worker’s compensation insurance with minimum limits as may be required by statute; and (v) any other insurance required by the Department of Transportation or any other federal, state or local regulatory agency.
5. BROKER/CARRIER LIABILITY; SHIPPER LIABILITY
A. BROKER Liability is Limited. SHIPPER agrees to look to carrier for any loss damage or delay caused by the actions of the Carrier and agrees that BROKER’S liability, if any, for any breach of representation, warranty or covenant under these Terms & Conditions shall be limited to the total compensation for services provided by BROKER under these Terms & Conditions in connection with such services. For any bailment liability for the storage ,handling or transloading of freight the liability of BROKER shall be the lessor of the invoice value or $.50 per pound.
B. Claims; Processing. BROKER shall, without assuming any liability for loss or damage Claims, assist SHIPPER in its pursuit of SHIPPER Claims against liable Carriers.
C. SHIPPER Liability. SHIPPER agrees to bear all costs or fees associated with any cancellation or change of any scheduled service, or the costs and expenses of completing a service that were not disclosed to the BROKER at the time the load was originally requested by the SHIPPER or the price for the service was quoted by the BROKER.
6. INDEMNITY.
Indemnity by SHIPPER. SHIPPER shall indemnify and defend BROKER, its affiliated and associated companies, and their respective agents, officers, directors, and employees from and against any liability, loss, cost, claims, and expenses, including attorneys’ fees and costs of defense, arising out of the negligent acts or omissions of SHIPPER, its third-party contractors, agents or employees. The above indemnity shall extent to all claims, liabilities and losses that in any way arise from or out of the loading or unloading by SHIPPER of any trailer of a Carrier. SHIPPER shall hold BROKER harmless from and against any claim, loss or damages to person or property caused in any manner by a Carrier.
7. INDEPENDENT CONTRACTOR.
ASF Global, LLC. shall perform the services hereunder as an independent contractor and nothing here inis intended to create a joint venture, partnership, agency, or any employment relationship.
8. GOVERNING LAW. To the extent not governed by the Interstate Commerce Termination Act or other applicable federal statutes, the laws of the State of Alabama shall govern the validity, construction and performance of these Terms & Conditions. All controversies, claims, actions, suits or proceedings arising hereunder shall be brought in the courts of Mobile County, Alabama.
9. FORCE MAJEUREA.
Except for SHIPPER’S obligations regarding the timely payment of freight charges to BROKER, neither party hereto shall be liable to the other for default in the performance of any of the terms and provisions of these Terms & Conditions if caused by fire, strikes or labor disputes, riot, war,Act of God, governmental order or regulation, or other similar contingency beyond the reasonable control of the respective parties.B. The party claiming force majeure shall notify the other party within twenty-four (24) hours of when it learns of the existence of such a condition and shall similarly notify the other within a period of two (2) working days after the condition is remedied. However, if such condition of force majeure is not remedied within 20 days, the unaffected party shall have the right to terminate any obligations created by these Terms & Conditions upon notice to the other party.
10. SEVERABILITY AND WAIVER
If any phrase, clause, sentence, or other provision contained in these Terms & Conditions violates any applicable statute, ordinance, rule or law, such phrase, clause, sentence or provision shall be ineffective to the extent of such violations without invalidating any other provision of these Terms & Conditions. The waiver by either party of any breach or default hereunder, or the failure of either party to enforce any of the terms and conditions herein, shall not affect, limit or waive the right of either party thereafter to enforce and compel strict compliance with these Terms & Conditions.
11. ENTIRE AGREEMENT/AMENDMENTS
These Terms &Conditions represents the entire understanding of the parties with respect to the subject matter herein and cannot be amended except in writing signed by both parties. All prior discussions, understandings, negotiations and Agreements regarding the subject matter herein, are merged herein.
12. LIMITATION OF LIABILITY
Except as otherwise expressly provided in these Terms & Conditions, in no event will either party be liable to the other for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages. All pick-up and delivery times, and other service times, are estimates and not guarantees.
13. RATE QUOTES
A. The rates for all quoted service are good for 30 days and require credit approval. Rates will include all disclosed permits and accessorial charges. However, SHIPPER bears responsibility for any undisclosed costs, and expenses.
B. Detention with Power (1 free hour at SHIPPER) Applies when there is a delay of the driver and the equipment with power that is not the fault of the BROKER or Motor Carrier. Free time starts upon notification by the driver to the SHIPPER or consignee that the trailer is available and ends upon notification from the SHIPPER or consignee that the trailer is available for movement. SHIPPER hereby consents and agrees to any additional detention time.
C. SHIPPER agrees to bear all costs or fees associated with any cancellation or change of any scheduled service, or the costs and expenses of completing a service that were not disclosed to the BROKER at the time when the load was originally requested by the SHIPPER or when the price for the service was quoted by the BROKER.
D. BROKER reserves the right to supplement any invoice to access additional costs for reclassification, weight, accessorial charges or any other fee or cost of any nature that was incurred in order to provide the transportation service.
E. Rate quotes are proprietary and confidential information and are not to be divulged to third parties.
