CUSTOMERS

Customer warrants  it shall provide a full and accurate description of goods to be transported and that such goods are marked and packaged in a manner suitable for transport and in conformance with all rules and regulations, including those pertaining to hazardous materials, where applicable. Customer further warrants that any trailers, containers or equipment are not over dimension or overweight, unless specified in the Load Confirmation and Rate Agreement and shall be liable for any damages or permit expenses sustained by Carrier for breach of such warranty.

Carrier shall invoice and collect freight from Customer in accordance with the rates, charges and provisions set forth in any Load Confirmation and Rate Agreement and any written supplements or revisions that are mutually agreed to between the Parties. If rates are negotiated between the Parties and not otherwise confirmed in writing, such rates shall be considered “written,” and shall be binding, upon Carrier’s invoice to Customer and Customer’s payment to Carrier. Anything that's not specifically agreed to by Carrier shall be subject to the terms and conditions hereunder. Customer shall pay Carrier the rates and charges set forth in the Load Confirmation and Rate Agreement or other writings or oral communications pursuant to these terms. Customer agrees to pay Carrier’s invoice within negotiated payment terms without deduction or setoff.   Customer further agrees to pay a finance charge of 2% per month with a minimum of $10.00 per invoice on any outstanding invoice balance after due date.  In the event of a claim or lawsuit for collection, Customer agrees to pay all reasonable collection fees, attorney’s fees and court costs.  Customer agrees it shall not have the right of set off for any compensation due to Carrier under any Load Confirmation or Rate Agreement against any amount in dispute with Carrier concerning claims of any kind.

The Rates set forth in the Load Confirmation or Rate Agreement do not include accessorial services, including but not limited to detention charges, equipment ordered and not used (dry run), waiting time, re-delivery, and inside pickup/delivery.  Such accessorials are subject to Carrier’s standard rates and shall be billed separately and in addition to the rates reflected in the Load Confirmation and Rate Agreement, unless specified therein.

Cargo Insurance in the amount of $100,000.00 applies to all shipments unless otherwise stated in the Load Confirmation or Rate Agreement, and agreed to specifically in writing by Carrier. Customer shall advise Carrier of any additional or other cargo insurance requirements at least 72 hours before such shipment in order for Carrier to procure additional insurance. Unless such additional insurance is confirmed by Carrier’s insurance company and additional premium agreed to and paid by Customer, a maximum of $100,000.00 Cargo Insurance will apply to all shipments. Accordingly, by the actual tender of the load to Carrier for shipment it is agreed that Carrier’s liability for cargo loss or damage is strictly limited to the available insurance coverage applicable to that load which shall be limited to $100,000 or a higher limit agreed and paid by Customer. Carrier reserves the right to reject any shipment tendered.

In the event of a cargo loss, damage or shortage claim, Customer agrees to notify Carrier immediately by phone and to subsequently submit to Carrier a written claim, fully supported by all relevant documentation, including but not limited to the signed delivery receipt, listing the nature and cause of the claim for cargo damage within twenty (20) days following the date of delivery.  No claims or allowances for shortages, damage or delay will be considered unless clearly noted on the delivery receipt or bill of lading signed by the consignee at delivery. In the event of non-delivery, It shall be from the scheduled delivery date. Customer must file any civil action against Carrier in a Court of Law within two (2) years from the date the Carrier provides written notice to Customer that Carrier has disallowed any part of the claim in the notice.

 

In consideration of the Carrier locating vendors and arranging for vendors to transport Customer/Consignee’s freight and in further consideration of disclosing confidential information to Customer/Consignee in the form of vendors, contacts and the like, and other good and valuable consideration, the sufficiency of which Customer/Consignee acknowledges by tendering work order(s) to Carrier and/or accepting delivered shipment(s), Customer/Consignee, its subsidiaries and affiliates, its owners, officers, employees and agents shall refrain from directly soliciting transportation services from vendors contracted by Carrier, who tenders at least 1 shipment to Customer/Consignee while contracted by Carrier. In the event of breach of this provision, Carrier shall be entitled, for a period of 12 months following delivery of the last shipment to Customer/Consignee, to a commission of thirty percent (30%) of the gross transportation revenue as evidenced by freight bills or gross transportation payments to such vendors, whichever is greater, as liquidated damages and other remedies allowed by law. Additionally, Carrier may seek injunctive relief and in the event it is successful, Customer/Consignee shall be liable for all costs and expenses incurred by Carrier, including but not limited to reasonable attorney's fees.

Except to the extent required by law, or as required to perform the services set forth in the work order,  neither Party (Carrier, Customer or Consignee) shall disclose to third parties (other than to freight bill auditors, prospective capital providers, and outside professionals, if such parties agree to similar confidentiality terms) any confidential or proprietary information either Party learns about the other in the course of performing Services, including but not limited to software, business methods, customer lists, or the rates, valuation, origin, destination and consignee identity for any shipment without written consent of the other party. In the event of violation of this Confidentiality provision, the Parties agree that the remedy at law, including monetary damages, may be inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating Party from further violation in which case the violating Party shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney’s fees.

Should Parties (Carrier, Customer and/or Consignee) need to resort to litigation to resolve a dispute, the Parties agree that services will be deemed to have been performed in Texas. All questions concerning the services shall be subject to and governed by the laws of the State of Texas, irrespective of the fact that one or more of the Parties may be or may become a resident of a different state.  The Parties agree that any and all disputes concerning the services shall be filed in the appropriate state and federal courts located within Harris County, Texas. Customer/Consignee hereby submits itself to the personal jurisdiction of the State of Texas and venue for any cause of action shall be in the courts within Harris County, Texas. Customer/Consignee hereby waives any claims or objections that such courts will be improper or inconvenient forums.