General Terms and Conditions of Service - ShippersExcept to the extent superseded by a tariff or other contract as specified in paragraph 2 below, the following Terms and Conditions of Service shall apply to all services performed by One Stop Logistics (hereinafter "One Stop Logistics") and shall constitute a binding contract between One Stop Logistics and the Customers, Shippers, Bailors, Third Parties and Consignees to or for whom One Stop Logistics provides services.
(a) "One Stop Logistics" means One Stop Logistics, its employees, directors, officers, shareholders, agents, representatives, assigns, affiliated companies, related entities, including, but not limited to, any subcontractors One Stop Logistics hires to fulfill any of the obligations it owes under its contracts with the customer.
(b) "Customer" means the person or firm on whose behalf One Stop Logistics has been hired to perform services, as well as its agents and/or representatives and any principal on whose behalf it is acting.
(c) "Shipper" means the person tendering goods to One Stop Logistics for transport or storage and the person for whose account goods are being transported or stored, and any and all agents and/or representatives of the Shipper, including, but not limited to, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, and consignees.
(d) "Bailor" means both the owner of the goods and the person entitled to delivery of the Goods, even if not the owner, and shall be presumed to include the importer of the goods when imported Goods are tendered to the Warehouseman for storage, and their agents and representatives.
(e) "Third Party" means the person identified as such on the face of any shipper’s instructions, receipt, truck tag, bill of lading or other document as the party responsible for payment of One Stop Logistics’ charges.
(f) "Consignee" means the person named as the "consignee" on any shipper’s instructions, receipt, truck tag, bill of lading or other document, the owner of the Goods, and all other persons lawfully entitled to possession of the Goods upon delivery.
(f) "You" refers to the Customer, Shipper, Bailor, Consignee and any other party with an interest in Goods for which One Stop Logistics is hired to make transportation arrangements.
(g) "Goods" means articles of every kind or description, including their packaging, containers, or other shipping units or materials, tendered to One Stop Logistics for handling, packing, securing, transportation, storage and/or delivery as identified on the face of any shipper’s instructions, receipt, truck tag, bill of lading or other document provided to One Stop Logistics.
2. Contractual Agreement/Amendment of These Terms and Conditions.
These Terms and Conditions of Service constitute a binding contract. These Terms and Conditions of Service supersede and negate any claimed, alleged, or asserted oral contract, promise, representation or understanding between the parties with respect to the services to be performed by One Stop Logistics.
If and to the extent there is any conflict between these terms and conditions and the provisions of a specially negotiated written contract entered into by One Stop Logistics with respect to a particular shipment or service provided, the terms of the other contract shall govern.
These Terms and Conditions of Service are subject to amendment by One Stop Logistics. Amendments to these Terms and Conditions of Service shall be published on One Stop Logistics’ web site. Your continued use of One Stop Logistics’ services upon publication and notice to you of the amended Terms and Conditions shall constitute acceptance of the amended Terms and Conditions of Service.
3. Responsibilities of One Stop Logistics/Insurance/Claims.
(a) One Stop Logistics is a federally registered property broker whose sole obligation is to make arrangements for transportation on behalf of its customers with reasonable care. In arranging for carriage of goods, One Stop Logistics shall be required only to use reasonable care in the selection of the carrier employed to transport the goods, but shall not be liable for the action or inaction of the carrier or for the loss of, damage to, or delay in delivery of Goods while in the custody of the carrier.
(b) One Stop Logistics does not include insure or attempt to arrange insurance to protect against the loss of or damage to your Goods unless special written arrangements are made in this regard. If you provide written instructions to do so, including a statement of the kind and amount of insurance desired, in sufficient time prior to shipment from point of origin, One Stop Logistics will make reasonable efforts to effect marine, fire, theft and other insurance upon the Goods while in the course of transit. One Stop Logistics does not undertake or warrant that such insurance can or will be placed. Unless Customer has its own open marine policy and instructs the Company to effect insurance under such policy, One Stop Logistics will attempt to effect insurance with one or more insurance companies or other underwriters it selects. Any insurance placed shall be governed by the certificate or policy issued and will only be effective when accepted by such insurance companies or underwriters. Should an insurer dispute its liability for any reason, the insured shall have recourse against the insurer only ,and One Stop Logistics shall not be under any responsibility or liability in relation thereto, notwithstanding that the premium upon the policy may not be at the same rate or rates as that charged or paid to One Stop Logistics by the Customer, or that the shipment was insured under a policy in the name of One Stop Logistics. Insurance premiums and the charge of the Company for arranging the same shall be at the Customer’s expense. If for any reason the goods are held in warehouse, or elsewhere, the Goods will not be covered by any insurance arranged unless One Stop Logistics receives written instructions from the Customer to effect such insurance.
(c) You hereby acknowledge and agree that One Stop Logistics shall receive the benefit of any insurance policy that has been effected with respect to the loss of or damage to the Goods while in the course of transit or storage, including any payment received under such policy, except in circumstances where the receipt by One Stop Logistics of such benefit would invalidate the insurance coverage.
(d) Unless you specify otherwise in writing, you hereby authorize One Stop Logistics, on your behalf, to file a claim for loss of or damage to your goods with the carrier or other person responsible for the loss or damage.
4. Customer/Shipper/Bailor/Third Party/Consignee Warranties.
You hereby warrant and represent as follows:
(a) You are authorized to enter into this agreement, including without limitation the terms set forth herein which limit One Stop Logistics’ liability, on behalf of the Customer, Shipper, Bailor, Third Party and Consignee and all other persons with an interest in the Goods.
(b) The amount and description of any Goods tendered to the carrier designated by One Stop Logistics for handling, transportation, storage and/or delivery as set forth on the face of any shipper’s instructions, receipt, truck tag, bill of lading or other document provided by you to One Stop Logistics is accurate.
(c) The Goods tendered for handling, transport, storage and/or delivery are not "unacceptable Goods" as described in paragraph 5 below.
(d) The Goods have been properly packed, marked and secured to ensure safe handling, transportation, storage and/or delivery with ordinary care.
(e) Any shipping container or unit not provided by the carrier or One Stop Logistics is physically suitable, sound and structurally adequate to contain and support the Goods.
(f) The Goods have been packed in compliance with any applicable governmental laws or regulations which pertain to their transport, storage and/or delivery. Customer, Shipper, Bailor, Third Party and Consignee jointly and severally agree to indemnify One Stop Logistics and hold it harmless from any claims which may arise as a consequence of any breach of the foregoing representations and warranties, including, without limitation, claims for personal injury and property damage.
5. Unacceptable Goods.
The following Goods are unacceptable Goods and shall not be accepted for handling, transport, storage and/or delivery by One Stop Logistics. Any goods picked up that are unacceptable goods will move with no liability and at shipper's sole risk.
(a) Gold, platinum or other precious metals or any products thereof;
(b) Paper money, coins, marketable securities, traveler's checks, stamps and bank cards or credit cards which are valid or in usable condition;
(c) Precious and semi-precious gems, including diamonds, rubies, emeralds, sapphires, opals, pearls (including cultured pearls), and ornaments and accessories made therefrom or incorporating such articles;
(e) Goods which are required to be maintained in a frozen state;
(f) Human remains and ashes;
(g) Dangerous or hazardous articles, including, without limitation, explosives, gases, flammable liquids, combustible solids, oxidants, poisons, substances which easily disseminate viruses, radioactive substances, corrosive substances, and other harmful materials, including goods which are likely to harbor or encourage vermin or other pests, unless properly described and designated as such in writing prior to tender to One Stop Logistics;
(h) Any shipment with a declared value in excess of $100,000.00, unless an officer of One Stop Logistics agrees to special terms and conditions with the Customer/Shipper/Third Party/Consignee in a separate writing; and
(i) "Contraband" Goods as that term is defined in 49 U.S.C. § 80302, Goods which are prohibited from importation into the United States, smuggled Goods, or Goods which may be transported only under license or permit, but for which the required license or permit has not been obtained.
(j) Household goods, antiques, artifacts, electronics, computer equipment, and used machinery with or without electrical controls. New machinery must be properly packaged and in original manufacturer's crating.
6. Right to Inspect.
One Stop Logistics and any person or firm to whom Goods are entrusted are entitled, but shall have no obligation, to open any closed container or shipping unit to inspect the contents thereof to ascertain whether the description, amount, and/or value of the Goods described in any shipper’s instructions, receipt, truck tag, bill of lading or other document provided to One Stop Logistics is accurate, and that Goods have been properly packed and marked.
7. Freight, Storage and Other Charges.
(a) Quotations as to fees, freight charges, storage charges, insurance premiums or other charges given by One Stop Logistics are for informational purposes only and are subject to change without notice; no quotation shall be binding unless and until One Stop Logistics agrees in writing to undertake the handling, transportation, storage or delivery of the Goods at the specified rate or amount and payment arrangements have been agreed upon.
(b) The Customer, Shipper, Consignee, Bailor, Third Party, jointly and severally, agree to pay all freight, storage and other charges payable for shipment of the Goods described on the face of any shipper’s instructions, receipt, truck tag, bill of lading or other document provided to One Stop Logistics.
(c) Customer, Shipper, Bailor, Third Party and Consignee are solely responsible for compliance with U.S. and foreign Customs laws and regulations and with any other governmental laws, rules or regulations which may affect the Goods. Neither the seizure nor the detention of the Goods by any governmental agency for failure to comply with any such laws, rules or regulations shall affect the liability of Customer, Shipper, Bailor Third Party and Consignee for the freight, storage and other charges owed to One Stop Logistics.
(d) One Stop Logistics shall have a general and continuing lien on all Goods and documents delivered to One Stop Logistics by the Customer, Shipper, Bailor, Third Party or Consignee for all charges which are payable to One Stop Logistics by the Customer, Shipper, Bailor, Third Party or Consignee, regardless of whether the charges relate to (i) Goods presently in the possession of One Stop Logistics or (ii) Goods which are not presently in the possession of One Stop Logistics, including both prior and subsequent shipments. One Stop Logistics may exercise its right under this lien by selling the Goods in accordance with governing law.
(e) If the transaction involves a freight collect shipment, Customer, Shipper, Bailor, Third Party and Consignee acknowledge and agree that the carrier may decline to make delivery of the shipment unless and until all freight and other charges have been paid.
(f) Customer, Shipper, Bailor, Third Party and Consignee acknowledge and agree that the freight, storage and other charges collected or determined to be due at the time of tender to the carrier have been established based upon their representations concerning the Goods to be transported and/or stored, and that additional charges may be due if the representations are later determined to be inaccurate.
(g) One Stop Logistics may file a suit for recovery of freight, storage or other charges owed, including amounts which may be due under the indemnity provisions of these or any other applicable terms and conditions, in a jurisdiction where the Goods were accepted for handling, transport, storage and/or delivery, or in a jurisdiction where a Customer/Shipper/Third Party/Consignee defendant resides or maintains its principal office, at One Stop Logistics' option.
(h) In the event that it becomes necessary to retain an attorney to collect freight, storage or other charges owed under these Terms and Conditions or to recover an amount which is owed under paragraphs 4 or 9, One Stop Logistics shall be entitled to recover its attorneys' fees and costs in addition to the transportation, storage and/or other charges or amounts owed, plus interest at the rate of 18% per annum.
8. Declared Value/Limitations on One Stop Logistics’ Liability.
(a) Carriers to whom Goods are entrusted often limit their liability to an amount which is less than the value of the Goods, subject to a declaration of a value for an amount which is higher than the limitation specified, which requires payment of higher fees. Customer acknowledges and agrees that One Stop Logistics is not required to and shall not declare a value for the Goods except upon receipt of written instructions to declare a particular value from the Customer and an agreement to pay the higher fees charged for such a declaration. A value in excess of $100,000.00 may not be declared except by a special written agreement with One Stop Logistics which has been executed by an officer of One Stop Logistics.
NOTICE: INSURANCE MAY BE AVAILABLE TO COVER YOUR GOODS--PLEASE CONTACT US FOR FURTHER INFORMATION
(b) One Stop Logistics’ liability for breach of this contract or negligence resulting in loss of or damage to your Goods shall be limited to the actual value of the Goods lost or damaged or two times the amount charged by One Stop Logistics for the transportation services to be provided, whichever is less. This limitation of liability shall apply whether the claim against One Stop Logistics is based upon a claim in warranty, statute, contract, tort (including negligence and strict liability), bailment, or any other cause of action.
(c) One Stop Logistics shall not be liable for any loss, damage or delay caused by an act of God, the public enemy, acts or omissions of government officials, authority of law, acts or default of the Shipper, Third Party or Consignee, the inherent nature or vice of the Goods, riot, strike or other labor unrest, quarantines, civil commotions, compliance or non-compliance with any special delivery instructions, or any act beyond One Stop Logistics’ control.
(d) Under no circumstances shall One Stop Logistics 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.
Customer, Shipper, Bailor, Third Party and Consignee agree to indemnify, defend, and hold One Stop Logistics harmless from any liability, loss, damages, costs, claims and/or expenses, including but not limited to reasonable attorneys’ fees, which One Stop Logistics may incur, suffer or be required to pay by reason of a claim, suit or proceeding which arises from the violation by any of them of any law or regulation of any state or nation regarding the handling, transport, storage, import, export or delivery of Goods, or from a claim by any third party for freight, duties, fines, penalties, liquidated damages or other amounts owed for the Goods.
To the extent permitted by law, Customer, Shipper, Third Party and Consignee agree that, in the event that any dispute arises concerning the rights and/or responsibilities of the parties with respect to this agreement, the dispute shall be submitted to arbitration before the Transportation ADR Panel, Inc., and pursuant to the rules of that organization, which are published at http://www.translaw.org/adr_rules.cfm. The initiation of an arbitration proceeding shall be considered a "suit" for the purposes of paragraph 12 of this Agreement. Notwithstanding the foregoing, One Stop Logistics may initiate a lawsuit to obtain pre-judgment attachment remedies; however, except for the attachment portion of the proceeding, any such action shall be stayed pending submission of the underlying dispute to Arbitration unless the parties elect to proceed without Arbitration.
11. Costs of Collection.
In any dispute involving monies owed, One Stop Logistics shall be entitled to recover all costs of collection, including reasonable attorney’s fees and interest at the rate of 18% per annum. One Stop Logistics may file a suit for recovery of amounts owed in the County of Santa Cruz, State of California, United States of America, or in the United States District Court for the Northern District of California, or in any court which has jurisdiction over the place of residence of the defendant(s), at its option.
12. Conditions for Filing Suit Against One Stop Logistics.
(a) One Stop Logistics shall be relieved of all liability unless the claimant delivers proper written notice of claim to One Stop Logistics as follows:
(i) If the loss or damage is not covered by the Carmack Amendment or any other law which prescribes a longer period, the notice of claim must be delivered to One Stop Logistics--
(A) Within 30 days of date upon which the loss or damage occurred or the date upon which the claimant is notified by One Stop Logistics of loss or damage to the Goods; or
(B) If the date of loss or damage is not known or if One Stop Logistics does not provide notice of the loss or damage, within 30 days after delivery of the Goods or the date upon which the Goods reasonably should have been delivered;
(ii) If the loss or damage is covered by the Carmack Amendment (49 U.S.C. § 14706), the notice of claim must be delivered to One Stop Logistics within 9 months after the delivery of the goods or the date upon which the Goods reasonably should have been delivered;
(iii) Within such other minimum time as may be prescribed or permitted by law, if greater than the time periods specified above. The notice provided must include a description of the transaction(s) involved which is sufficient to enable One Stop Logistics to identify the transaction(s) from its records, a description of the events which give rise to the claim, including the dates the events occurred, and a description of the nature and amount of the loss or damage claimed. The Goods and all packaging shall be maintained for One Stop Logistics’ inspection for at least thirty (30) days after the date the written notice of claim is sent to the One Stop Logistics.
(b) One Stop Logistics shall be relieved of all liability unless suit is filed in a proper forum and venue and a copy of the suit is properly served on One Stop Logistics within the following time limits: (i) If the loss occurred in the course of motor carriage which is subject to the Carmack Amendment (49 U.S.C. § 14706), within two (2) years and one day after the date of issuance of a written denial of the claim, or part thereof, by One Stop Logistics; or
(ii) For all other claims, within one (1) year from the date of loss or damage or, if the date of loss or damage is not known, the date upon which the goods or arrived or should have arrived at the point of destination.
(c) Any suit against One Stop Logistics for loss or damage arising out of the handling, transport, storage or delivery of goods must be filed in the County of Santa Cruz, State of California, United States of America, or in the United States District Court for the Northern District of California.
13. Modification of These Terms and Conditions.
Except as specified in paragraph 2 above, these Terms and Conditions may only be modified, altered or amended in a writing signed by an officer of One Stop Logistics.
In the event any paragraph and/or portion of these Terms and Conditions is found to be invalid or unenforceable, the remaining portions of these Terms and Conditions shall remain in force and effect.
15. Governing Law / Venue
These Terms and Conditions of Service and the relationship of the parties shall be governed by the laws / venue of the State of California, Santa Cruz County to the extent not pre-empted by federal law.