Terms and Conditions

Translogistics Inc.
Terms and Conditions

Translogistics, Inc.  (hereinafter referred to as “Company”), a Freight Broker, agrees to perform the services agreed upon by and between Company and enrolled customers, shippers, consignors, and consignees (hereinafter collectively referred to as “Customer”) subject to these terms and conditions (“T&C”).

 

Service

Company represents and warrants that it is authorized to arrange for transportation of SHIPPER’s freight pursuant to the terms and conditions of this Agreement and in compliance in all material respects with all federal, state and local laws and regulations relating to the brokerage of the freight covered by this Agreement.  BROKER’s responsibility under this Agreement shall be limited to arranging for, but not actually performing, transportation of SHIPPER’s freight.  Customer understands and agrees that Company is an independent entity that is involved in selling, negotiating, and/or arranging for transportation by compensation. The Company is licensed by the Department of Transportation (DOT), Federal Motor Carrier Safety Administration (FMCSA) and/or other government agencies as required by law.  THE COMPANY IS A BROKER- NOT A FREIGHT CARRIER OR AN AGENT FOR A FREIGHT CARRIER.
Customer represents and warrants that it is in compliance with all applicable laws, rules, and regulations related to its request for transportation services.  Customer will immediately advise Company in the event that it fails to comply with such obligations.  The Customer agrees to these TERMS AND CONDITIONS and that no agent or employee of either parties may alter. Any individual acting on behalf of the Customer in scheduling shipments hereunder warrants that it has the right to act on behalf of the Customer and the right to legally bind Customer.     
Customer acknowledges and agrees that rail carriers provide transportation services subject to provisions, restrictions, and limitations in their rail circulars, and restrictions on certain types of commodities, limitations of liability, procedures, and limitations on cargo claims, and requirements for proper descriptions of commodities.  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 the provisions of this section.  Customer agrees to indemnify, defend, and hold Company harmless for any and all loss, liability, claims, damages, or suit arising from the provisions of this section.
These Terms and Conditions supersede all agreements, representations, warranties, statements, promises, and understanding of the parties, written or oral, except as stated herein.  The General Rules Tariffs, set forth by the carriers, will in every instance take precedence in all legal proceedings and when in conflict, will take precedence over these Terms and Conditions.  Where Customer enters into a separate contractual agreement with the Company, only conflicting terms in that agreement will take precedence over these Terms and Conditions.
Customer acknowledges and agrees that it must contact Company before placing any shipment that (1) is over 7000 lbs., (2) is over 6 standard pallets (40x48x48), or (3) occupies more than ten (10) feet of the trailer space of a truck.  Otherwise any price quote provided is subject to change.
The use by Customer of improper descriptions, densities, sizes or weights may lead to re-weighs and/or re-classifications which may lead to different (and often higher) rates for a shipment.  Additional charges may apply to a shipment including but not limited to lift gate services, inside delivery, oversize dimensions, or various other accessorial services, tractor detention, trailer detention, driver assistance and other mode specific charges.  Once Company has contracted with a Carrier to move a shipment, the scheduled load must be tendered to the Carrier as requested on the bill of lading at the agreed upon price, or an equipment-not-used fee will be assessed.
Company reserves the right to amend or adjust the original quoted amount or re-invoice Customer if the original quoted amount was based upon incorrect information received at the time of the original quote, if additional services by the Carrier were required, or as otherwise necessary to perform the pick-up, transportation, and delivery functions therein.
All displayed transit times are estimates only, and pickup dates are not guaranteed unless agreed to in writing via email or TMS as guaranteed, in which case the terms of the guarantee provided by the carrier shall govern.

 

Payment

Customer is subject to credit approval.  Credit terms are subject to Company’s continued approval.  Company may change credit terms and may establish and/or revise a credit limit at any time when, in Company’s opinion, Customer’s financial condition, previous payment record, and/or the nature of Customer’s relationship with Customer so warrants.  Upon credit approval, all charges are payable in US dollars.  Company shall invoice Customer for its services in accordance with the rates, charges and any written supplements or revisions that are mutually agreed to between the PARTIES in writing.  If rates are negotiated between the PARTIES and not otherwise confirmed in writing, such rates shall be considered “written,” and shall be binding, upon Company’s invoice to Customer and Customer’s payment to Company. 
Customer agrees to pay Company’s invoice within fourteen (14) days of invoice date without deduction or setoff.  Company shall apply payment to the amount due for the specified invoice, regardless whether there are earlier unpaid invoices.  Any payment which is past due shall be subject to an additional charge at the rate of 1.5% per month, of the outstanding balance due, or the highest rate of interest permitted by applicable law, whichever is less.  In the event the company retains an attorney and collection agency to collect unpaid charges or the enforcement of these TERMS AND CONDITIONS, 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 related costs and expenses.
When paying by credit card or electronic funds, Customer agrees they will be responsible for all charges payable, including any adjustments, on account of such Customer’s shipment.  These charges and adjustments if any, will be automatically debited to the Customer’s credit card or bank account.  Customer is permitted thirty (30) business days from the date of the invoice to dispute any invoiced charges.  If Company does not receive a dispute within the allowable thirty (30) business days, the disputed item will be denied by the Company.
Payment of the freight charges to Company shall relieve Customer of any liability to the carrier for non- payment of its freight charges. Company shall indemnify Customer from and against any claim for freight payment brought by carrier against Customer when Customer has paid Company and Company has failed to pay carrier.  Company holds a warehouseman’s general lien on all tangible personal property for any outstanding balances owed to Company.

 

Cargo Liability & Claims

The Company shall have no liability for cargo loss, damage, destruction, or delay (“Cargo Claims”) but will assist in the claim filing process. The Company will use all reasonable efforts to assist and cooperate with Customer to investigate and process with the carrier any freight loss or damage claims occurring in the course of the transportation services rendered to such Customer, but in no event, will Company accept any such claim on behalf of a Carrier.
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 agrees the Company, as a broker only, is not liable for any damages.
Customer acknowledges and agrees that the Carrier’s governing General Rules Tariff shall determine the standard liability cargo insurance coverage offered by the servicing Carrier.  If customer wishes to purchase additional insurance, it must contact Company in advance of the shipment.  The General Rules Tariffs shall be provided by Company upon written demand.  If the shipment contains freight with a predetermined exception value, as determined by the Carrier, the maximum exception liability will override the otherwise standard liability coverage.  The maximum amount that Customer will receive on a claim will be that which is recoverable under the respective transportation tariffs, which may be negotiated to differ from those set forth on a Carriers site.  Company will not be responsible in any way for claims arising out of Customer negligence, Carrier’s negligence, or the negligence of any third party.  In no case will the maximum cargo liability be greater than $100,000 for a Truckload shipment. Customer acknowledges that used or household goods, products, or equipment may have limits of liability as low as $0.10 per pound or no coverage whatsoever.
The Parties agree that time is not of the essence in the performance of services contemplated hereunder. 
All claims and supporting documentation must be submitted within 30 days after delivery. Claims for damages that are not readily apparent or noted upon delivery (“concealed damage”) must be submitted within 3 days after delivery. Customer is responsible to ensure freight is inspected upon delivery and damage noted accordingly. Claims for damages not noted upon delivery may not be honored. Company shall not be liable for any actions brought to enforce a claim unless all claims procedures have been complied with and the action is brought within one year after the date the carrier first disallowed all or part of the claim. The filing of a claim does not relieve the responsible party for payment of freight charges. Freight payment is necessary in order to process a claim. Customer may not offset freight or other charges owed to Company against claims for any loss, damage, missed-delivery or non-delivery. The Company has a lien on funds recovered through the processing of damage claims and may withhold and offset amounts recovered through such claim processes and apply toward any open past due invoices on account.

 

Rates

All rates are based on pickup/ delivery and shipper load/consignee unload and are agreed upon in writing before shipment scheduling.  Additional fees may apply for charges including but not limited to, tractor detention, trailer detention, and driver assistance, redelivery, liftgate, additional stops and or any other special requirements related to the shipment.

 

Indemnification 

Except as otherwise set forth in these Terms and Conditions, Customer shall indemnify, defend and hold harmless Company and its respective directors, officers, agents, contractors, and employees (individually and collectively), from and against any and all fines, loss, damage, injury, liability and claims, and including reasonable attorney’s fees and cost, resulting or arising directly or indirectly from the Services or from Customer’s breach of these Terms and Conditions, and Company shall have the right to manage the defense of such claim in its sole discretion including, but not limited to, selection of attorneys and settlement.  This indemnity shall not apply to an individual to the extent any liability is caused or contributed to by the sole negligent acts or omissions of such individual.  Customer hereby waives any provision of any state law, including statutory immunity under, for instance, workers’ compensation, to the extent necessary to effectuate the terms of this provision.  To the extent that the terms of this provision are not enforceable under governing law, the parties hereby express their intention that the provision will be enforced to the fullest extent permitted by such law.

 

Independent Contractors 

Customer and Company intend to create an independent contractor relationship with respect to the Services and not a joint venture, partnership, or employer/employee relationship.
Independent contractor parties may sell Company services under Company’s name in accordance with Company/Agent agreements.  Customer acknowledges and agrees that to the extent that it utilizes the services of third-party contractors to obtain services from Company, Customer will hold harmless and indemnify Company from any claim caused by or related to the acts or omissions of such third-party contractors and the Customer’s claim will lie solely with such third party.
 Is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to:  transportation of Hazardous Materials (including the licensing and training of Haz-Mat qualified drivers), as defined in 49 C.F.R. §172.800, §173,
and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; security regulations; owner/operator lease regulations; loading and securement of freight regulations; implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances and alcohol testing, and hours of service regulations; sanitation, temperature, and contamination requirements for transporting food, perishable, and other products, including without limitation the Food Safety Modernization Act, the Sanitary Food Transportation Act of 2005 and the FDA’s Final Rule pertaining to Sanitary Transportation of Human and Animal Food, qualification and licensing and training of drivers; implementation and maintenance of equipment safety regulations; maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; all applicable insurance laws and regulations including but not limited to workers’ compensation. CARRIER agrees to provide proof of compliance upon request. 

 

Disclaimer 

COMPANY MAIKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO PICK-UPS OR DELIVERIES (INCLUDING THE TIMING THEREOF), OR WITH REGARD TO ITS WEBSITE, INFORMATION PROVIDED ON THE WEBSITE, OR SERVICES RELATED TO TRANSACTIONS CONDUCTED ON THE WEBSITE (SEE https://www.translogisticsinc.com/terms-and-conditions) FOR COMPANY’S WEBSITE TERMS AND CONDITIONS WHICH ARE INCORPORATED HEREIN BY REFERENCE.  UNLESS OTHERWISE EXPRESSLY AGREED UPON IN WRITING AS A GUARANTEED SHIPMENT, COMPANY CANNOT AND DOES NOT GUARANTEE PICK-UP OR DELIVERY BY A SPECIFIC TIME OR DATE.  IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR LIQUIDATED DAMAGES REGARDLESS OF WHETHER COMPANY HAD KNOWLDEGE THAT SUCH DAMAGES MIGHT BE INCURRED.

 

Legal Restraint and Force Majeure 

In the event performance by one Party is affected by any cause beyond the reasonable control of such Party, including without limitation, fire, labor strife, riot, war, weather conditions, acts of the public enemy, acts of God, acts of terrorism, local or national disruptions to transportation networks or operations, fuel shortages, governmental regulations, or governmental request or requisition for national defense, and provided that the applicable cause is not attributable to the acts or omissions of such Party is taking reasonable measures to remove or mitigate the effects of the applicable cause, then the performance of all obligations required herein shall, with the exception of payment of invoices, be suspended during the continuance of such interruption, and such Party shall promptly notify the other Party of such interruption.  Such period of suspension shall not in any way invalidate this Agreement, but on resumption of operations, any affected performance by such Party shall be resumed.  No liability shall be incurred by either Party for damages resulting from such suspensions.

 

Dispute Resolution 

This Agreement shall be deemed to have been drawn in accordance with the statutes and laws of the state of Pennsylvania and in the event of any disagreement or dispute, the laws of Pennsylvania shall apply, and suit must be brought in Berks County, Pennsylvania as each party specifically submits to the exclusive personal jurisdiction of such courts for disputes involving this Agreement.