Service Terms and Conditions
TRAFFIX® USA Inc (United States)
Services Terms and Conditions
- Scope. These Terms and Conditions (“T&C”) govern the provision of Services by TRAFFIX USA Inc dba TRAFFIX as agent for TRAFFIX Ontario Limited using MC#211991 (TRAFFIX®). By clicking “accept”, you acknowledge that you have read and expressly agree that these T&C govern TRAFFIX® Services (as defined below).
- Services. TRAFFIX® will arrange for transportation of Goods by motor carriers (“Carriers”) within Canada, the United States of America (“U.S.”) and Mexico (“North America Countries”). TRAFFIX®’s responsibility is limited to arranging for, but not actually performing transportation of Goods (“Services”).
“Goods” means the cargo in respect of which you have contracted TRAFFIX® Services.
“You” or the “Shipper” means the person or entity who contracted TRAFFIX® Services, by clicking “accept”. - Shipper’s Obligations.
- 3.1 Shipper must provide necessary shipping instructions and properly identify all Goods.
- 3.2 Shipper shall not tender restricted Goods (e.g. hazardous materials, medicines or food) without providing TRAFFIX® with complete information and handling instructions.
- 3.3 Shipper must comply with all applicable laws relating to the transportation of hazardous materials or special care ones.
- 3.4 If Shipper loads the Goods on the Carrier’s equipment, Shipper: (a) shall ensure properly loading and securing; (b) count and record pieces and apply a protective seal to the loaded equipment and; (c) inspect containers and reject unsuitable equipment. Improper loading and securing may result in expenses for the Shipper.
- 3.5 If Shipper requests equipment to be dropped at a location and left unattended by Carrier, Shipper shall pay for any loss or damage to equipment occurring as a result of the above.
- 3.6 If the Goods are regulated by any law governing the transportation of food, the Shipper shall specify in the request for Services and on the face of the shipment document: (a) applicable regulations; (b) instructions to be followed by Carrier; (c) temperature control requirements and documentation; (d) sanitation requirements and documentation; and (e) equipment requirements and cleaning procedures. TRAFFIX® will assist Shipper in providing these instructions to the Carrier. Equipment used to transport food will be deemed acceptable to Shipper unless otherwise indicated on the shipment document at pickup. Before rejecting any portion of a food shipment, the Shipper must arrange at its expense an inspection by a qualified expert. None in these T&C limits Shipper’s obligation to mitigate damages (e.g. salvaging portions of the cargo with a secondary market).
- 3.7 If Shipper fails to provide complete instructions for the transportation of the Cargo, TRAFFIX® and/or the Carrier will not be liable for cargo loss or damage as a result of the above.
- Motor Carriage.
- 4.1 TRAFFIX® will engage Carriers that have the authorizations, qualifications and insurance required by the applicable law for the provision of land transportation of goods. TRAFFIX® will request Carriers to provide evidence of the above (e.g. insurance certificate and relevant authorization).
- 4.2 TRAFFIX® will enter into broker carrier contracts with Carriers that comply with applicable regulations (“Broker Carrier Contracts”). Each Broker Carrier Contract will state that pursuant to 49 U.S.C. § 14101(b), the parties waive all rights and remedies under Title 49 U.S.C., subtitle IV, part B, to the extent they conflict with the Broker Carrier Contract.
- 4.3 Broker Carrier Contracts will require the Carrier to provide safe and operational equipment.
- Insurances. For Services within Canada and the U.S., Broker Carrier Contracts will require Carrier to have contracted insurance coverages with limits not less than: (a) Auto liability: $1,000,000 USD ($5,000,000 USD for hazardous material or dangerous goods); (b) Cargo Insurance: $100,000 USD and; (c) workers compensation insurance: as required by law. For Services within Mexico, Broker Carrier Contracts will require Carrier to have contracted insurance coverages with limits no less than those required by the Federal Roads, Bridges and Trucking Law.
- Taxes: No value added tax (VAT) withholding will be applicable, considering that Services under this agreement are for transportation administration and TRAFFIX® is not a carrier.
- Bill of Lading (Carta de Porte). If requested, TRAFFIX® will provide Shipper with proof of acceptance and delivery of Goods (in paper or electronic form). Insertion of TRAFFIX®’s name on shipments documents will not change TRAFFIX® status as broker. Any document used by TRAFFIX®, Carrier or Shipper will be subordinated to these T&C.
- Complement of Bill of Lading (Complemento Carta Porte). For Services within Mexico, the parties shall remain in compliance with tax regulations regarding the issuance of Electronic Invoices (CFDIs) to which the Complement of Bill of Lading (Complemento Carta Porte) must be incorporated. Shipper shall provide TRAFFIX® with the necessary information for this.
- Payment for Services. Services shall be paid for in advance at the time of contracting in accordance with TRAFFIX®‘s prevailing rates. TRAFFIX® will provide to the Shipper the relevant invoice complying with all legal requirements. Payment of the Services to TRAFFIX® relieves Shipper and/or consignee of liability to any Carrier for non-payment of freight charges.
- Loss, Damage and Delay. Since TRAFFIX® is not a Carrier, TRAFFIX® is not liable for loss, damage, or delay in the transportation of Goods. Carriers will be liable as follows:
- 10.1 Within the U.S. or from U.S. to Canada: Liability is limited to the full actual value of the Goods, up to a maximum of USD$100,000 per shipment. The limit can be higher if TRAFFIX® accepts it in writing and the Carrier agrees.
- 10.2 Within Canada or from Canada to U.S.: Liability is limited to $2CDN times the weight of the shipment.
- 10.3 Within Mexico: Liability is limited to loss or damage caused while the Goods are under the Carrier’s custody, up to a maximum amount of fifteen (15) daily Units of Measurement and Update (UMAS) per ton of freight or four (4) UMAS per consignment for shipments weighing up to 200 kg. If Shipper wants the Carrier to assume full responsibility for the value of the cargo and covers all kind of risks, then Shipper shall declare the value of the same and contract a cargo insurance policy, or authorize TRAFFIX® its contracting at the expense of the Shipper.
- Claims. Shipper must file claims directly with the appropriate Carrier within nine (9) months from the date of delivery or scheduled delivery, except for damage or loss in Mexican territory, in which case the claim must be filed within twenty-four (24) hours from the date of delivery or scheduled delivery. Otherwise, the claim will be time-barred. Any legal action related to a cargo claim must be filed within two (2) years and one (1) day from the date the Carrier denies payment. If TRAFFIX® pays the claim, TRAFFIX® has full authorization from the Shipper to pursue the claim against the Carrier.
- Liability Limit. Carriers are not liable for: cargo damage due to packaging, loading, unloading, blocking, bracing, or securing; inherent vice or defects in the cargo; acts of God or force majeure; or acts or defaults of the Shipper, consignor, consignee, or cargo owner. TRAFFIX® and the Carrier are not liable for special, incidental, or consequential damages related to shipment loss, damage, or delay, unless the Shipper informs them in writing of the potential damages and value of the Goods and the Carrier agrees in writing to accept full responsibility. TRAFFIX® and the Carrier are also not liable for punitive or exemplary damages related to shipment loss, damage, or delay.
- Refused shipments. If the Carrier cannot deliver Goods due to reasons beyond its control (e.g. consignee refuses to accept the Goods), TRAFFIX® will notify Shipper of the failed delivery and the reason. Shipper will have twenty-four (24) hours to decide whether to store or reroute the cargo. Upon notification, Shipper releases TRAFFIX® and the Carrier from any liability related to the Goods and thereby authorizes disposition of Goods. Shipper is fully responsible for storage and related costs. If Shipper provides timely instructions, TRAFFIX® and the Carrier will follow them as reasonable, and Shipper will cover any additional expenses.
- Trade Compliance. Shipper represents and warrants compliance with all applicable laws and regulations for the Goods and cross-border movement. Shipper and its affiliates are not involved with countries or entities under U.S. economic sanctions, and are not listed by the Office of Foreign Assets Control (OFAC) or in the Specially Designated Nationals and Blocked Persons List (SDN). Shipper conducts business in compliance with all anti- corruption laws. Shipper will obtain necessary permits for import or export of Goods, ensure accuracy of all submitted documentation, and promptly inform TRAFFIX® of any errors. TRAFFIX® is not a “third party record keeper” for import/export movements. Shipper ensures all Goods are legal, properly documented, and that payment resources are from legal sources.
- TRAFFIX® Software System.
- 15.1 TRAFFIX® owns the TRAFFIX® software system that is made available to the Shipper for its internal use in connection with the Services. The software includes the associated computer software, media, printed materials and online or electronic documentation (“Licensed System”) and any updates thereto.
- 15.2 TRAFFIX® grants to Shipper a limited, non-exclusive, non- transferable, non-assignable, non-sublicensable, and revocable right to access and use the Licensed System under the terms set forth herein. This right may be revoked at any time by TRAFFIX® by email notification to the Shipper, either for breach of these T&C or for TRAFFIX®‘s convenience, in which case the Shipper and its personnel shall immediately cease use of the Licensed System.
- 15.3 By clicking to accept these T&C, you also agree to the terms and conditions set forth below for use of the Licensed System. The Shipper is responsible for ensuring that its personnel using the Licensed System comply with the terms set forth herein, and will be liable for any damages (including attorneys’ fees) or loss arising from any failure in this regard.
- 15.4 TRAFFIX® owns the intellectual property rights of the Licensed System, including all patents, trademarks, copyrights, trade secrets and other intellectual and industrial property rights in the software and nothing contained in these T&C grants any right, title or interest with respect to the Licensed System.
- 15.5 Shipper may not trade, distribute, sublicense, modify, reproduce, create derivative works from, lease, reverse engineer, decompile or disassemble the Licensed System or attempt to circumvent its security or access the source software or compiled code. In addition, Shipper may not use it for purposes other than those set forth in these T&C, nor infringe TRAFFIX®‘s intellectual property rights, nor introduce malicious code to the Licensed System that affects its operation.
- 15.6 Shipper is responsible for keeping user IDs created to access the Licensed System confidential. TRAFFIX® does not guarantee continued, uninterrupted or secure access to or use of the Licensed System. TRAFFIX® makes no warranties or conditions of any kind with respect to the use of the Licensed System.
- 15.7 In no event shall TRAFFIX®‘s liability arising out of the use of the Licensed System exceed the lesser of $1,000 USD or (if applicable) the cost paid by Shipper for the license fee during the twelve months prior to the date on which the claim arises.
- 15.8 TRAFFIX® shall not be liable for any incidental, consequential, or exemplary damages resulting from Shipper’s access to or use of the Licensed System.
TRAFFIX® may provide support related to the Licensed System via email. Technical information provided to TRAFFIX® as part of the support services may be used by TRAFFIX® for commercial purposes. - 15.9 This clause shall survive as long as the Shipper continues to use the Licensed System.
- Indemnification. Shipper shall indemnify, defend and hold harmless TRAFFIX® and its employees, officers, partners, directors, agents and representatives, from any claims and liability relating to a breach by Shipper, its employees, officers, partners, directors, agents and representatives to these T&C.
- Confidentiality. The parties shall not publish, use or disclose the information of the other party to which they have access in connection with the contracting and provision of the Services and which relates to the Licensed System, except to the extent required for the performance under these T&C or as required by a governmental authority, pursuant to a court order or as required by law, provided that the receiving party has notified the other party of such governmental or court requirement prior to disclosing the information. This clause will survive the termination or expiration of these T&C.
- Assignment/Modification of Agreement. The Shipper may not assign the rights and obligations arising from the contracting of the Services without written authorization from TRAFFIX®. These T&C may not be modified except by written agreement between the Parties.
- Severability: If any provision of this T&C violates the law or is held invalid by a court, that provision will be severable, and the remainder of the T&C will remain valid.
- Independent Contractor. TRAFFIX® is not an agent for the Carrier or Shipper and will remain at all times an independent contractor. To avoid any confusion, no labor relationship will or has been created between the parties.
- Notices. Any notification by TRAFFIX® to the Shipper shall be made to the email address provided by the Shipper when contracting the Services. The Shipper shall make notifications to TRAFFIX® at the following email address: legal@traffix.com with acknowledgement of receipt which should be delivered in a term no later than 2 (two) business days. Otherwise, the parties may provide notice at the relevant domicile of the other party. The physical address is provided by the Shipper when contracting the Services.
- Governing Law and Disputes. The laws of the State of Illinois shall govern the performance of the Services and these T&C. U.S. federal provisions regarding transportation shall apply. Any dispute shall be resolved by the federal courts of the State of Delaware. However, Services provided in Mexico shall be governed by Mexican regulations and any dispute shall be resolved by federal courts located in Mexico City.
- Term: These T&C shall be effective as of the date of acceptance of the provision of the Service by the Shipper through a click and shall remain in effect until the termination of the provision of the contracted Service, except for the provisions that shall remain valid as set forth herein (e.g. confidentiality and TRAFFIX® Software System).
- Headings. The titles and headings of the sections of these T&C are intended solely for reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this document.
- Promotional Information. The Shipper agrees that TRAFFIX® may send promotional emails to the Shipper’s provided email address in accordance with TRAFFIX®‘s Privacy Notice available at: https://www.traffix.com/.
- Entire Agreement. These T&C, together with other terms referred herein, where applicable, constitute the entire binding legal agreement between you and TRAFFIX® with respect to the provision of the Services.