The entire agreement between Safe Wave Haulage. (“Company”) and the enrolled customer, shipper and/or consignee, as the case may be (“Customer”), consists of: (i) the terms on any quote prepared by Company for Customer, (ii) these Terms and Conditions of Transportation Services, and (iii) any additional terms and conditions proposed by Company in writing and signed by Customer ((i) through (iii) collectively, the “Agreement”). The Agreement shall become binding when accepted by Customer either by acknowledgment or performance by Company. These Terms and Conditions of Transportation Services shall apply to all shipments scheduled by Customer and may be amended from time to time by Company, in its sole discretion. Any terms and conditions proposed by Customer which are additional to or inconsistent with the terms and conditions contained in the Agreement shall be void, unless specifically agreed to by Company in writing, signed by Company’s duly authorized representative.
The Company is a (i) freight broker for purposes of US domestic ground transportation, (ii) freight forwarder and/or indirect air carrier for purposes of air transportation, and (iii) freight forwarder for purposes of ocean transportation. Company a IS NOT a freight carrier, except for those instances in which Company expressly agrees in writing to operate as a non-vessel operating common carrier (NVOCC). The Company reserves the right, in its sole discretion, to refuse to broker/schedule any shipment at any time.
“Goods” refers to cargo transported hereunder, including all pieces which are tendered to, and accepted by, Company on a single bill of lading.
Transportation Documents
Each shipment under this Agreement shall be evidenced by one or more transportation documents, which may include, but not be limited to, bills of lading, air waybills, ocean bills of lading, warehouse receipts manifests or any other documents purporting to control the custody and/or movement of the Goods (collectively, the “Transportation Documents”), showing the kind, quantity and condition of the Goods received and delivered by Company or its subcontractors at the loading and unloading points, respectively. In the case of a conflict with any term or condition of this Agreement, the Transportation Document or the carrier’s General Rules Tariff, the carrier’s General Rules Tariffs shall take precedence and govern, then the Transportation Document, then this Agreement – in that order of priority. If a shipment originated outside the United States, the contract of carriage is with the Company’s subsidiary, branch, or independent contractor who originally accepts the shipment.
Customer Warranties
Customer covenants, represents and warrants, as applicable, that (i) Customer is the legally documented owner of all Goods tendered to Company, and/or is authorized to cause such Goods to be stored and otherwise controlled by Company as provided in the applicable Transportation Document; (ii) Customer will comply with all applicable laws, rules, and regulations including, but not limited to, customs laws, import and export laws, dangerous or hazardous materials laws/rules/regulations, and governmental regulation of any country to, from, through or over which the shipment may be carried; (iii) Customer will provide complete, accurate and timely information regarding each shipment; (iv) Customer will furnish such information and complete and attach to the applicable Transportation Document such documents as are necessary to legally complete the shipment; (v) all items to be shipped will be completely and accurately marked to enable identification of the contents without opening any shipping or storage containers; (vi) Customer will make every effort to accurately measure the dimensions and weights of all items and understands that Company’s rate depends upon the accuracy of this information; and (vii) Customer’s authorized representative(s) shall be identified to Company’s agent or coordinator and shall be available at all times at the point of origination to sign, and shall sign, all documents evidencing pick-up of the items to be shipped by Company.
The Company assumes no liability to the Customer or to any other person for any loss or expense due to the failure of the Customer to comply with this provision. Any individual or entity acting on behalf of the Customer in scheduling shipments warrants that he/she/it has the right to act on behalf of the Customer and the right to legally bind Customer. Customer understands and agrees that, unless otherwise expressly agreed to by Company in the Agreement, Company shall not acquire title to or assume risk of loss for any of the Goods on behalf of Customer, and shall not, in the course of providing the services in accordance with the Agreement, acquire title to or assume risk of loss for, or be deemed to have acquired title to or assumed risk of loss for, the Customer’s Goods. Customer indemnifies, defends, and holds Company harmless against any liability, loss, damage, cost, expense, including attorneys’ fees, claim, or penalty whatsoever arising from Company acting in accordance with Customer’s instructions, from any breach by Customer of any warranty contained in this Agreement, or from the negligence, gross negligence, or willful misconduct of Customer or its employees or agents.
Payment
All charges are payable in US Dollars and Cryptocurrency as specifed by the system, due and payable NET five (5) days from the date of invoice by Company, provided Customer’s credit application is approved. Alternative terms may be required if the credit application is incomplete or Customer’s credit score does not meet Company’s standards. Any payment which is past due shall accrue interest daily at the rate of 1.5% per month on the outstanding balance due, or the highest rate of interest permitted by applicable law, whichever is less. All funds received by the Company will be applied to the oldest (based on pick-up date) invoiced Transportation Document that is outstanding. Overpayments do not accrue interest and are subject to the Laws of the Commonwealth of Pennsylvania. In the event the Company retains an attorney or collection agency to collect unpaid charges or for the enforcement of the Agreement, all unpaid charges will be subject to a late payment penalty of 33%, and Customer shall also be liable for all attorneys’ and collection agency fees incurred, together with all related costs and expenses.
All shippers, consignors, consignees, third party freight forwarders and third party freight brokers are jointly and severally liable for the freight charges relating to a shipment under the Agreement.
The Customer shall be liable, jointly and severally, for all charges payable on account of such Customer’s shipment, including but not limited to transportation, fuel and other applicable accessorial charges, including all adjustments issued by the carrier(s) after the shipment, and all duties, customs assessments, governmental penalties and fines, taxes, and Company’s attorney fees and legal costs allocable to this shipment and/or all disputes related thereto. The Company shall have a lien on the shipment for all sums due it relating to this shipment or any other amounts owed by Customer. The Company reserves the right to amend or adjust the original quoted amount or re-invoice the Customer if the original quoted amount was based upon incorrect information provided at the time of the original quote or if additional services by the carrier were required or otherwise authorized by the Customer to perform the pickup, transportation and delivery functions therein. Customer is permitted thirty (30) business days from the date of the invoice to dispute any invoiced charges. If the Company does not receive a dispute within the allowable thirty (30) business days, the disputed item will be denied by the Company.
Claims
All claims for loss, damage, delay or non-delivery must be made within one hundred twenty (120) days of the shipping date, or such claims shall be deemed to be waived. Original shipping carton and contents must be retained by consignee for inspection. Acceptance of Goods by recipient without noting damage on the delivery notice shall be conclusive evidence that such Goods were delivered in good condition and without damage.
The filing of a claim does not relieve the responsible party for payment of freight charges. Freight payment is necessary in order for a carrier to process a claim. All freight cargo claims should be submitted immediately to the Company to help ensure timely resolution. The Company will attempt to assist in the resolution of freight claims, but has no responsibility or liability therefore. No claim will be reviewed until all shipping and related charges have been paid to Company. All packaging and containers must be made available for inspection by Company. Insurance claim payments, minus any applicable deductible, will be made in U.S. dollars. Where Company files a damage claim with carrier on behalf of Customer and receives recovery funds, the Company has a lien on such recovery amounts and reserves the right to apply recovery amounts to open past due invoices on account. This includes recovery amounts received from carrier for freight charges and/or product damage claim amounts.
All claims for overcharge shall be deemed waived if not presented to Company within one hundred twenty (120) days of the original invoice date. Notwithstanding the foregoing, if an account is more than sixty (60) days past due, Company may apply overpayments, or other credits owed to Customer, against the oldest dated invoices.
Quotations and Rates
Quotations by Company are for informational purposes only and are subject to change without notice. No quotation binds Company unless Company agrees to handle or transport the goods at specific rates and payment terms.
Rate acceptance is required in writing prior to Goods booking, which rate is subject to change by carrier upon its receipt of the Goods. Domestic less-than-truckload (“LTL”) rates are based on the freight class as determined by the NMFC (National Motor Freight Classification). All displayed transit times for surface transportation are estimates only and do not include day of pickup, and surface transportation pickup dates are not guaranteed. Surface transportation rates are based on road regal weight and inclusive of fuel surcharge unless otherwise specified, which fuel surcharge is subject to fluctuation. Overweight containers are subject to additional cost. Rates are subject to (i) chassis usage surcharge, chassis split, lift, and/or repossession charge, if applicable, and (ii) any GRI, PSS, port congestion, BAF and other accessorial charges or increases as per carrier(s) without notice at time of shipment. All guaranteed LTL services are governed exclusively by the carrier’s General Rules Tariff.
The compensation of Company for its services and advances shall be included with and is in addition to the rates and charges of all third parties, including, but not limited to customs formalities and examination fees, to handle, transport, load, unload, store, clear, enter, deliver, distribute or otherwise deal with the Goods, and shall be exclusive of any brokerage, commissions, dividends or other revenue received by Company from insurers or other persons. A three percent (3%) advance cash outlay is applicable if Company pays any charges on behalf of Customer.
Cargo Insurance
No cargo insurance will be purchased or held by Company unless Company has agreed otherwise in writing with Customer. Customer, at its expense, may purchase a shipper’s interest insurance policy when available, in which event Company will act solely as a representative for Customer, assisting the Customer with entering a separate contract for insurance between Customer and the insurance carrier.
Through the Customer’s purchase of a shipper’s interest insurance policy, which would be underwritten by a third party insurance carrier, the enrolled Customer will receive an insurance certificate denoting insurance equal to the declared value amount entered covering Goods in transit subject to the terms and conditions contained therein.
FAILURE TO PURCHASE CARGO INSURANCE WILL RESULT IN CUSTOMER BEING LIMITED TO RECOVERY PURSUANT TO THE TERMS OF CARRIER’S GENERAL RULES TARIFF.
