These Customer Terms and Conditions ("Terms and Conditions") apply to all shipments tendered to Jarrett Logistics Systems ("JLS”) for which JLS agrees to arrange transportation.
JLS is a transportation broker licensed by the Federal Motor Carrier Safety Administration ("FMCSA") in Docket Number MC 369240 to arrange for the transportation of certain general commodities ("Goods") by motor carriers ("Carriers").
By tendering Goods to JLS, the shipper (“Shipper”) agrees to be bound by these Terms and Conditions.
The parties enter into these Terms and Conditions in accordance with 49 U.S.C. Section 14101(b)(1) and expressly waive any and all rights and remedies that each may have under 49 U.S.C. §§ 13101 through 14914 that are contrary to specific provisions of these Terms and Conditions.
JLS agrees to arrange for transportation services as set forth in these Terms and Conditions. These Terms and Conditions apply to all transportation services arranged by JLS on behalf of Shipper. JLS's responsibility under this agreement is limited to arranging for, but not actually performing, transportation of the Goods.
- Independent Contractor Relationship
The Parties understand and agree that the relationship between the Parties is and will remain that of independent contractors and that no employer/employee or principal-agent relationship exists or is intended.
- JLS Compensation
- JLS will invoice Shipper for its services based on these Terms and Conditions and negotiated rates and charges.
- Shipper agrees to pay JLS within 15 calendar days of invoice date without deduction or setoff. JLS may assess a service charge of 1 ½% per month (or the highest lawful rate, if less) on any late payments.
- If Shipper does not pay the invoiced amounts, JLS may commence a civil action to recover such invoiced amounts within 24 months of delivery or tender of delivery of the shipments involved
- Bills of Lading and Shipping Documentation
Shipper's insertion of JLS's name on any bill of lading or shipping document will be for Shipper's convenience only and will not change JLS's status as a broker. The terms and conditions of any documentation used by Shipper or a Carrier will not supplement, alter, or modify the terms of these Terms and Conditions.
- Cargo Loss, Damage, and Delay
- Shipper understands and agrees that JLS is not a motor carrier or freight forwarder, and that JLS will not be liable for loss, damage, or delay in connection with the transportation of Goods. If requested by Shipper and agreed to by JLS, JLS may assist Shipper in the filing and/or processing of claims with Carriers.
- Shipper acknowledges that Carriers will not be liable for the following:
- damage to the Goods to the extent due to packaging, loading, unloading, blocking, bracing or securing of the Goods (unless Carrier has provided loading or unloading services at Shipper’s request, in which case such Carrier may be liable for cargo damage caused by such loading or unloading services),
- inherent vice or defect in the Goods, including rusting of metals, swelling of wood caused by humidity, moisture or condensation, or deterioration of perishable products;
- an act of God or the public enemy;
- any act or default of any Shipper, consignee, consignor, or beneficial owner of the Goods;
- any act taken under authority of law; or
- any act of war or terrorism.
- Shipper agrees that liability of any Carrier for cargo loss, damage, and delay occurring within the United States will be the least of the following:
- The actual value of the Goods,
- Repair cost of the Goods,
- $5.00/lb, per package for the manufacturer's cost of new items.
- $0.10 per pound for used or refurbished items, or
- $50,000 per shipment.
- Applicable released value per NMFC.
- Shipper agrees that liability of any Carrier for cargo loss, damage, and delay occurring within the Republic of Mexico will be governed by Mexican law and not exceed $.10 per pound.
- Shipper agrees that the liability of any carrier for cargo loss, damage, and delay for any shipment originating in or destined to Canada will be governed by Canadian law and will not exceed $2.00 per pound. Shipper agrees that for all other modes of transport, the transporting carrier's limitation of liability shall apply. These modes include, but are not limited to, volume LTL, Local Cartage, Expedited shipments of any kind, and air and ocean shipments. The terms, conditions and provisions of any bill of lading or other shipping form, tariff or rule will be subject and subordinate to the terms of this Agreement and, in the event of a conflict, this Agreement will govern. Shipper acknowledges that any claim for cargo loss, damage, or delay must be filed against a carrier within 9 months of the date of delivery of Goods, or in the case of non-delivery, within 9 months of the date delivery should have been made. Notice to JLS does not constitute filing of claim with a carrier. Any suit or other legal action to recover for cargo loss, damage, or delay, must be commenced against the Carrier no later than 2 years after declination of the cargo claim by Carrier.
- Consequential Damages
Under no circumstances will JLS or Carrier be liable to Shipper for any consequential, indirect, incidental, or punitive damages of any kind.
- Shipper's Obligations.
- Shipper is responsible for ensuring that Goods are properly and safely loaded, supported, blocked, braced, and secured. Shipper will be responsible for expenses arising out of any load shift that occurs during transportation due to improper or insufficient loading, blocking, or bracing.
- Shipper must provide necessary shipping instructions and properly identify all Goods in the bill of lading or other shipping instructions. Shipper will not tender any restricted commodities, including but not limited to hazardous materials and waste, oversize or overweight shipments, coiled or rolled products or commodities requiring protection from heat or cold, without properly identifying such shipments and making necessary prior arrangements for transportation.
- Unless Shipper has requested that JLS arrange for the Carrier to provide driver count services before dispatch and the Carrier performs such driver count services, Shipper is responsible for properly counting and recording the number of pieces transported and applying a protective seal to the loaded equipment.
- Shipper is responsible for checking all empty containers or trailers tendered for loading and rejecting any equipment that is not in apparent suitable condition to protect and preserve the Goods during transportation.
- If Shipper requests that JLS arrange for equipment to be dropped at a location for Shipper's convenience and left unattended by Carrier, Shipper and its consignors or consignees will not lose, damage, or misuse the equipment and Shipper will pay for loss or damage to the equipment occurring during or as a result of such custody, control, possession or use of the equipment.
- Hazardous Materials
Shipper will provide JLS with advance notice of the proposed shipment of any hazardous material, as defined in 49 U.S.C. §5101, et seq. ("Hazardous Material") and provide a copy of the Material Safety Data Sheet for that Hazardous Material. Shipper will indemnify, defend and hold harmless Carriers and JLS, their officers, employees, agents and insurers, against all claims, liabilities, losses, fines, legal fees and other expenses arising out of contact with, exposure to, or release of any Hazardous Material, including without limitation fines or expenses relating to the removal r treatment of that Hazardous Material or any other remedial action pertaining to that Hazardous Material under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601, e seq. as amended ("CERCLA"), The Resource Conservation and Recover Act, 42 U.S.C. §6901, et seq, as amended ("RCRA") or any comparable state law.
Shipper shall defend, indemnify and hold JLS, JLS's employees and agents, and Carriers harmless against any losses caused by or resulting from (i) Shipper's or Shipper's employees' or agents' negligence or intentional misconduct, (ii) Shipper's breach of these Terms and Conditions, or (iii) Shipper's or Shipper's employees'' or agents' violation of applicable laws or regulations. Shipper shall also indemnify JLS from any attempts to recover from JLS by Shipper's insurance carrier or any other party in regards to claims for loss, damage, or delay to Goods. The obligation to defend includes payment of all reasonable costs of defense, including attorney fees, as they accrue.
- Information Systems
Any management information system or computer hardware or software used or supplied by JLS in connection with the Services is and will remain JLS's exclusive property. All management information systems and related computer software and documentation used or supplied by JLS are proprietary to JLS, and Shipper will treat all such systems as confidential and not copy, use, or disclose them to third parties without JLS's prior written consent, except as required by law.
- Jurisdiction and Venue
- These Terms and Conditions are governed by and construed in accordance with the applicable federal laws of the United States, or, alternatively, and depending on jurisdiction, the laws of the State of Ohio.
- The parties agree to jurisdiction and venue in a United States Federal District Court located in Ohio, or if federal jurisdiction is not available, then in a State Court located in Ohio.
- Force Majeure
If performance by one Party is affected by any condition beyond the reasonable control of such Party, the performance of obligations under the Terms and Conditions (other than Shipper’s obligation to pay for Services performed) affected by such condition will be suspended during the continuance of such condition. The Carriers engaged by JLS will be permitted an extension period equal to the period of suspension in order to complete shipments adversely affected by the suspension. Neither Party will incur any liability for damages resulting from such suspensions.
Any notices and other communications required or permitted under the Terms and Conditions must be in writing and be (1) delivered personally, (2) sent by facsimile or e-mail transmission if confirmed by notice sent by one of the other notice methods permitted in this paragraph, (3) sent by nationally recognized overnight courier guaranteeing next business day delivery, or (4) mailed by registered or certified mail (return receipt requested), postage prepaid, to the Party at the following addresses (or at such other addresses as are specified by like notice):
If to JLS:
Jarrett Logistics Systems, Inc.
1347 North Main Street
Orrville, Ohio 44667
All such notices and other communications will be deemed to have been given and received (1) in the case of personal delivery, on the date of such delivery, (2) in the case of facsimile or e-mail transmission that is confirmed by notice sent on the same day by one of the other methods permitted, on the date of transmission if sent on a business day (or if sent on other than a business day, on the next business day after the date sent), (3) in the case of delivery by nationally recognized overnight courier, on the business day following dispatch if sent by guaranteed next day delivery, or (4) in the case of mailing, on the third business day following such mailing.
- As part of the business relationship between Shipper and JLS, either Party may be in or come into possession of information or data that constitutes trade secrets, know-how, confidential information, marketing plans, pricing, or anything else otherwise considered proprietary or secret by the other (“Confidential Information”). In consideration of the receipt of such Confidential Information and potential business, each Party agrees to protect and maintain such Confidential Information in the utmost confidence, to use such Confidential Information solely in connection with their business relationship, and, to take all measures reasonably necessary to protect the Confidential Information.
- Shipper agrees that JLS's costs for services is confidential and need not be disclosed to Shipper. Shipper specifically waives any rights it may have under 49 CFR § 371.3.
- Terms and Conditions and information pertaining to any Services will not be disclosed by either Party to any other persons or entities, except to the directors, officers, employees, authorized contractors, attorneys, and accountants of each Party.
- This mutual obligation of confidentiality will remain in effect during the terms of the Terms and Conditions and for a period of two years following any termination.
- Validity of Provisions
If any part of the Terms and Conditions is declared by a court to be invalid, such decision shall not affect the validity of any remaining portion of the Terms and Conditions.
- Effect of Waiver
The failure of either Party to enforce any of the rights given to it under the Terms and Conditions shall not be construed as a waiver of that right.
- Entire Understanding, Modifications
- These Terms and Conditions and individual Rate Confirmations contain the entire understanding and contractual agreement between the parties.
- These Terms and Conditions cannot be amended except in writing signed and dated by authorized representatives of JLS.