TRAFFIX LTL Services – Customer Agreement / Terms and Conditions
1. Bills of Lading All bills of lading are NON-NEGOTIABLE and have been prepared by the enrolled Customer or by TRAFFIX as Customer’s agent on behalf of the Customer and shall be deemed, conclusively, to have been prepared by the Customer and to bind Customer. Any unauthorized alteration or use of bills of lading or tendering shipments to any carrier other than that designated by TRAFFIX, or the use of any bill of lading not authorized or issues by the Company shall VOID the Company’s obligations to make any payments relating to this shipment and VOID all rate quotes. The Customer shall complete all the appropriate documents required for carriage, in light of the services being sought, and the pick up or destination requested. In the event the Customer fails to timely and properly complete the appropriate documents, TRAFFIX may at its option, but without obligation, complete, correct or replace the documents. If a substitute form of BOL is needed to complete delivery of this shipment for any reason and TRAFFIX completes that document, the terms of the completed BOL will govern and TRAFFIX will be exonerated from all liability for undertaking such actions on behalf of the Customer including specifically liability for, in whole or in part, negligence by TRAFFIX.
2. Customer Representations and Warranties to TRAFFIX The Customer represents and warrants that at all times during the term of this Agreement, it will be in compliance with all applicable laws, rules, and regulations, including applicable laws relating to customs, import and export required by country to, from, through or over which the shipment may be carried. The Customer agrees to furnish such information and complete and attach to the BOL such documents as are necessary to comply with such laws. Any individual or entity acting on behalf of the Customer in scheduling shipments or undertaking any other performance hereunder warrants and represents that he, she or it has the right to act on behalf of and legally bind the Customer. TRAFFIX assumes no liability for any loss or expense due to the failure of the Customer to comply with this paragraph and Customer shall defend, indemnify and hold TRAFFIX harmless for any claims or damages resulting from violation of this paragraph, including attorney’s fees and costs incurred by TRAFFIX.
3. Payment & Credit Approval Payment terms and credit limits are subject to credit approval, which shall be determined from time to time, in the sole and absolute discretion of TRAFFIX. Payment is due upon receipt or upon the agreed terms of credit stated by TRAFFIX on their invoice. Customer grants TRAFFIX the right to perform such credit and background searches as TRAFFIX deems necessary. Customer agrees in the event there is an unpaid charge, they are responsible for a “late payment” charge (30% of outstanding overdue balance), legal fees, and all other associated costs of collection. Associated parties including the Shipper, Consignee, Broker, Freight Forwarder are joint and severally liable for the freight charges of a shipment.
4. Lien. TRAFFIX shall have a lien on the shipment for all sums due it relating to this shipment or any other amounts owed by Customer. Customer authorizes TRAFFIX to advise third parties of asserted liens and to hold possession of any shipment against which a lien is asserted.
5. Determination of Charges. The Customer shall be liable for all charges payable on account of such Customer’s shipment. Such charges may include transportation, fuel and other applicable accessorial charges, any charges made by the carrier(s) after the shipment, and all duties, customs assessments, governmental penalties, fines and taxes. TRAFFIX reserves the right to amend or adjust charges and to re-invoice the Customer in the following events: (i) if the original quoted amount was based upon incorrect information provided by the Customer; or (ii) if additional services by the carrier were required; or (iii) if the Customer authorized the carrier to perform the pick up, transportation and delivery functions other than contemplated by the BOL. Any dispute by customer of any invoice issued by TRAFFIX shall be made in writing, specifically indicating the nature of the dispute and made within 30 days
from the date of the invoice. In the event TRAFFIX does not receive timely written notice of the dispute, the charges will be conclusively presumed to be valid.
6. Claims and Limitations of Liability. TRAFFIX is not liable for any loss, damage, misdelivery or non-delivery caused by:
(i) the act, default or omission of a Carrier; the Customer or any other party who claims interest in the shipment; or (ii) the nature of the shipment or any defect therein; or (iii) a violation by the Customer of any provision of this Agreement, the BOL, the carrier’s tariff, including, improper or insufficient packing, securing, marking or addressing; or (iv) failure to observe any of the rules relating to shipments not acceptable for transportation or shipments acceptable only under certain conditions; or (v) acts of God, perils of the air, public enemies, public authorities, acts or omissions of Customs or quarantine officials, war, riots, strikes, labor disputes, shortages, weather conditions or mechanical delay or failure of vehicles, aircraft or other equipment; or (vi) the acts or omissions of any person other than employees of TRAFFIX; or (vii) the selection of carrier for a particular shipment. The carrier liability and claims process for any cargo damage, loss, or theft from any cause shall be determined under the Carmack Amendment, 49 U.S.C 14706 and 49 C.F.R. §370.1 et. Seq. respectively. Customer acknowledges that in order to provide competitive rates for the services, that the parties have agreed as a material term of this Agreement that the risk of loss or damage incurred as a result of TRAFFIX’ alleged liability shall be limited to the fees that TRAFFIX has earned with respect to the subject shipment. Customer specifically acknowledges that TRAFFIX shall have no liability for negligent acts or omissions of its employees except to the extent such actions or omissions constitute gross negligence. There is a minimum claim amount of one hundred dollars ($100) (after limit of liability rule has been applied) on damage/shortage claims for TRAFFIX to file a claim with the carrier.
7. Insurance. The Customer will look solely to its own insurance, a Shipper’s policy, or insurance provided by the carrier for damage to goods in transit. Each carrier’s governing tariff will determine the standard liability cargo insurance coverage offered on any shipment, subject to any exception value. If the shipment contains freight with a predetermined exception value, as determined by the selected carrier, the maximum exception liability will override the liability coverage otherwise provided by the tariff. The Customer acknowledges a claim for damages does not relieve it for payment under the terms of this Agreement. Timely payment is a condition precedent to the processing of a damage or insurance claim. All freight cargo claims should be submitted immediately to TRAFFIX for transmission to the Carrier or its insurer. TRAFFIX will attempt to assist in the resolution of freight claims, but has no responsibility or liability therefore. Where a damage claim is submitted with carrier on behalf of Customer, TRAFFIX shall have a lien on any amounts recovered to the extent of open past due invoices on the Customer’s account.
8. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, TRAFFIX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO SHIPMENTS, ARE HOUSED GOODS, ITEMS IN TRANSIT OR DELIVERIES OR WITH REGARD TO THE INFORMATION PROVIDED ON THE WEBSITE OR SERVICES RELATED TO TRANSACTIONS CONDUCTED ON THIS WEBSITE. TRAFFIX CANNOT GUARANTEE DELIVERY BY ANY SPECIFIC TIME OR DATE. IN NO
EVENT, SHALL TRAFFIX BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES RELATING TO LOSS OF PROFITS OR INCOME, WHETHER OR NOT SUCH DAMAGES WERE REASONABLY FORESEEABLE OR MADE KNOWN TO TRAFFIX.
9. Rates. “Less than Load” Rates (“LTL”) rates are based on the calculated density and/or freight class as determined by the National Motor Freight Classification (“NMFC”) and are weight based. All displayed transit times are estimates only and do not include day of pickup. LTL pickup dates are not guaranteed. Truckload rates (“TL”) rates are based on Dock Door Pickup/Dock Door Delivery and Shipper Load/Consignee Unload and are mileage based. Additional fees may apply for charges, including, Tractor Detention, Trailer Detention, and Driver Assistance as specified in Carrier’s tariff. Customer must tender this load to carrier at the agreed upon rate, or pay a “truck ordered, not used” penalty as specified in a Carrier’s tariff. Air Freight rates are based on the greater of actual or dimensional weight. If an Air Freight shipment contains oversize freight, additional charges and transit delays may apply. Van Line rates are based on mileage, weight (actual or density) and commodity/product type. Flatbed rates are based on transport equipment type, mileage and weight. If a shipment includes over-dimensional freight, additional charges and transit days may apply. All displayed transit times are estimates only and do not include day of pickup. Pickup dates are not
guaranteed. Customer is responsible for any related charges shown in a Carrier’s tariff.
10. Guaranteed Services. TRAFFIX will provide LTL Guaranteed Services for additional charge, if requested by the Customer. LTL delivery times generally do not begin to run until the day after the pickup of the shipment, except as otherwise noted by the carrier selected. Guaranteed Service transit times do not include holiday and/or “no service” days as defined by the individual carrier. The Customer is liable for all charges related to the shipment. In the event of a carrier’s failure to comply with the guaranteed service requested, the Customer shall have fourteen (14) days from the actual delivery date of shipment to file a written claim request with TRAFFIX. If TRAFFIX does not timely receive a claim request within fourteen (14) days, the service provided by the LTL carrier will be deemed to have met all guaranteed service standards and the claim request will be considered invalid and denied. In the event of the carrier’s failure to comply with the guaranteed service requested and after the carrier has agreed to liability and has paid the amount to Customer to TRAFFIX, TRAFFIX will credit the account of Customer with such amount and paid by the carrier. In no event shall TRAFFIX be liable, nor will any account be credited if the Customer does not use
11. Confidential Information. For the purposes of this Agreement, Confidential Information means information relating to a party or its business that is designated by that part as confidential or which ought to be considered as confidential from its nature or from the circumstances surrounding its disclosure whether or not the information was specifically designated as confidential, including: Information relating to the disclosing party’s business, shipping documents, policies, strategies, operations, finances, plans, opportunities, forecasts, supply and customer information, strategic plans, marketing programs and plans, financial information, research and development, trade secrets and other information or material, whether recorded on any medium, by which such party derives actual or potential economic value from such information being not generally known to other persons or entities who might obtain economic value from their disclosure or use, or which
give such party an opportunity to obtain an advantage over its competitors who do not know or use the same information; and information marked or otherwise identified as confidential, restricted, secret or proprietary, including information acquired by inspection or oral disclosure provided such information was identified as
confidential at the time of disclosure or inspection.
12. Binding Nature of Agreement; Assignment. This Agreement shall be binding upon acceptance of the associated quotation and subsequent movement of the Customer’s shipment of the and inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors and assigns, except that no party may assign, delegate or transfer any of its obligations under this Agreement without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld.
13. Headings. The headings used in this Agreement are used for administrative purposes only and do not constitute substantive matter to be considered in construing the terms of this Agreement.
14. Execution. This Agreement shall be binding upon receipt by TRAFFIX of Customer’s acknowledgment of its intent to be bound thereby.
15. No Other Parties to Benefit. This Agreement is made for the sole benefit of the Parties hereto and their successors and permitted assigns. Except as expressly provided herein, no other person or entity is intended to or shall have the rights or benefits hereunder, whether as third-party beneficiaries or otherwise.
16. Remedies. In the event of a breach of this Agreement or any term hereof by any party, the other Party shall have all rights and remedies available at law, in equity, or under the terms of this Agreement, except as otherwise limited herein.
17. Construction. This Agreement is intended to express the mutual intent of the Parties hereto, and irrespective of the identity of the Party or counsel who prepared this document, no rule of strict construction shall be applied against any Party.
18. Governing Law; Forum; Venue. The provisions of this Agreement shall be construed and interpreted according to the federal laws of the United States if applicable, and otherwise by the laws of the State of Illinois. The Parties agree and
consent to exclusive jurisdiction and venue in the state and federal courts located in Chicago, Illinois.
19. Modification and Waive and Complete Agreement. No provision of this Agreement shall be amended, waived or modified except by an instrument in writing signed by the Parties hereto. This Agreement contains the entire agreement between the parties hereto with respect to the matters covered herein. This Agreement supersedes all agreements or documents entered into between the parties.
20. Materiality. All covenants, agreements, representations and warranties made herein shall be deemed to be material and to have been relied on by the Parties in entering into this Agreement and shall survive the acceptance of this Agreement.
21. Severability; Integration. The inapplicability or unenforceability of any provision of this Agreement shall not limit or impair the operation or validity of any other provision of this Agreement. This Agreement and the documents incorporated into this Agreement by reference, constitutes and embodies the full and complete understanding and agreement of the Parties hereto and supersedes all prior understandings, whether oral or written. No representation, promise, inducement or statement of intention has been made by any Party hereto which is not contemplated by or embodied in this Agreement, and no Party hereto shall be bound by or liable for any alleged misrepresentation, promise, inducement or statement of intention not so set forth.
22. Additional Instruments and Acts. The Parties to this Agreement shall execute (with acknowledgment or in affidavit form, if required) any further or additional instruments, and shall perform any acts, which are or may become reasonably necessary to effectuate and carry out the purposes of this Agreement, without the necessity of incurring any additional expense.
23. Interpretation. In this Agreement the singular includes the plural, and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a tangible visible form; the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation.”
Important Legal Notices to All Users of This Web Site
By accessing this web site and any pages thereof, you agree to be bound by the terms of the Legal Notices set out below. If you do not agree with the terms of these Legal Notices, do not access this web site or any pages thereof. Legal Notices:
Absent the use of encryption, the Internet is not a secure medium and privacy cannot be ensured. Internet e-mail is vulnerable to interception and forging. Traffix cannot ensure the privacy and authenticity of any information or instructions you send to us or that we send to you over the Internet. Traffix will not be responsible for any damages you may incur if you communicate confidential information to us over the Internet or if we communicate such information to you at your request.
The information provided on this web site is intended for informational purposes only. Many factors unknown to us may affect the applicability of any statement or comment that we make on our web site to your particular circumstances. You should consult directly with a Traffix representative before acting on any information on this web site. Facts and information provided on this web site are believed to be accurate at the time they are posted. However, this web site could include inaccuracies, typographical errors, or out-of-date information. Changes may be made at any time to the information on this web site without prior notice. Please consult the office of Traffix for complete and up-to-date information on products and services.
Disclaimer of Warranty and Limitation of Liability
Traffix does not warrant the accuracy, completeness, quality, adequacy or content of any information on the website. Such information is provided “as is” without warranty or condition of any king, either express or implied, including, without limitation, the implied conditions and warranties of merchantability and fitness for a particular purpose. Some jurisdictions do not allow the exclusion of implied warranties, so the above may not apply to you. Traffix will not be responsible or liable for any direct, indirect, special, incidental, or consequential damages, or any other damages whatsoever, including, without limitation, lost revenues, lost profits or loss of prospective economic advantage, resulting from the use or misuse of this web site, or the information, documents, software or content thereof, even if advised of the possibility of such damages or such damages are reasonably foreseeable.
Nothing on this web site constitutes a solicitation or offer by Traffix to buy or sell products or services of any kind whatsoever.
All products and services of Traffix are offered for sale subject to the terms of the applicable agreements. Please consult any office of Traffix for complete and up-to-date information on products and services.
The information on this web site is intended for use by persons resident in Canada only. Any products or services mentioned on this web site are made available only in accordance with local law. The information contained in this web site is deemed to be provided in Ontario and is subject to Ontario law and the laws of Canada applicable therein.
While every effort is made to ensure that any software provided on this web site is suitable for use on a wide variety of computer systems, you should take reasonable and appropriate precautions to scan for computer viruses and ensure compatibility of the software with your specific computer system.
Hyperlinks Are Not Endorsements
Links to other web sites or references to products, services or publications other than those of Traffix on this web site do not imply the endorsement or approval of such web sites, products, services or publications by Traffix
Trade Marks Belonging to Traffix or Other Entities
Traffix either owns the intellectual property rights in the underlying HTML, text, images, audio clips, video clips, software and other content that is made available to you on this web site (the "Content"), or has obtained the permission of the owner of the intellectual property in such content to use the content on this web site. Traffix grants to you a limited license to display the Content on your computer and print the Content on your printer solely for your own personal non-commercial use provided that you do not modify the Content and that you do not delete any of the proprietary notices.
Traffix has always been and will continue to be committed to maintaining the accuracy, confidentiality, and security of your personal and corporate information. As part of this commitment, we have established Privacy Principles to govern our use of customer information. Traffix does not sell, share or distribute Customer Information to any third party organization.
The purposes for which customer information is collected shall be identified before or at the time the information is collected.
The trucking industry is always changing, and we work hard to stay ahead of those changes by applying innovative thinking and flexibility throughout the organization. Our progressive approach to employment practices and high-end shipping technology backs our ultimate goal of supplying solid service to every customer. It has allowed us to thrive in a highly competitive industry, not only retaining our current customer base but developing new customers at the same time.
The knowledge and consent of the customer are required for the collection, use or disclosure of customer information except where required or permitted by law.
The customer information collected must be limited to those details necessary for the purposes identified by Traffix. Information must be collected by fair and lawful means.
Limiting Use, Disclosure and Retention
Customer information may only be used or disclosed for the purpose for which it was collected unless the customer has otherwise consented, or when it is required or permitted by law. Customer information may only be retained for the period of time required to fulfill the purpose for which it was collected.
Customer information must be maintained in a form that is as accurate, complete and up-to-date form as is necessary to fulfill the purposes for which it is to be used.
Safeguarding Customer Information
At Traffix we aim to keep your information secure and confidential. We have secure servers monitored 24/7 and state of the art firewall software. We abide by the provisions of the Canada Privacy Act.
Traffix is required to make information available to customers concerning the policies and practices that apply to the management of their information.
Upon request, a customer shall be informed of the existence, use and disclosure of their information, and shall be given access to it. Customers may verify the accuracy and completeness of their information, and may request that it be amended, if appropriate.
Handling Customer Complaints and Suggestions
Customers may direct any questions or inquiries with respect to the privacy principles outlined above or about our practices by contacting the designated person(s) accountable for privacy at Traffix.
In order to meet the requirements of the Accessibility Standards for Customer Service, Ontario Regulation 429/07, the following files have been attached: AODA - Accessible Customer Service Policy, the Multi-Year Accessibility Plan and the AODA Customer Feedback Form.