THIS LEGAL DOCUMENT GOVERNS THE TERMS AND CONDITIONS OF YOUR CONTRACT WITH INSITE LOGISTICS. THESE TERMS AND CONDITIONS ARE A LEGAL AGREEMENT BETWEEN THE CUSTOMER AND INSITE LOGISTICS, AND YOU AGREE TO THE FOLLOWING TERMS SET FORTH BELOW BY USING THE SERVICES OF INSITE LOGISTICS. PLEASE CAREFULLY READ THIS DOCUMENT.
(1) Freight Brokerage: Insite Logistics is a non-asset-based transportation freight broker, also known as a “Freight Logistics Company” or a “Freight Broker,” that is registered with the Federal Motor Carrier Safety Administration (“FMCSA”). Insite Logistics does not store, hold, take possession of transport freight at any time. It is a freight broker, not a “freight carrier”.
(2) Freight Carrier: A freight carrier is a fully licensed and registered business that performs all or part of the actual transportation of the Customer’s shipment (“Carrier”). All state and federal rules and regulations relevant to the carriage of the Shipment shall apply to such freight Carrier or Carriers, and they will be solely liable for the Shipment. The customer acknowledges and agrees that the Carrier that takes custody of the freight and carries the shipment is solely responsible for the shipment’s transportation and delivery. Insite logistics is not a Carrier.
(3) Customer Obligations: It is the responsibility of the customer to provide proper weights, sizes, dimensions, and descriptions of the shipment, including the freight class and National Motor Freight Classification (“NMFC”) code, and failing to do so may result in additional charges. All freight rates are quoted for a business to business delivery and from dock to dock, and the customer knows this. Residential services are provided and are charged as an accessorial service. If Customer requests residential pickup and/or delivery, Customer guarantees that the locations will be accessible to carrier equipment. Unless these services have been arranged for as an accessorial service, Customer agrees to provide the means to load and unload the Shipment. Unless these services have been arranged for by Customer with Insite Logistics as an accessorial service, Customer agrees to ensure that the Shipment is properly prepared for transport by the Carrier (with NMFC-compliant packaging and a proper address) and that any flatbed cargo is properly secured and tarped by the Carrier. Unless permitting services have been arranged by Customer with Insite Logistics as an add-on service, Customer also agrees to guarantee that the Carrier has secured any applicable permits for oversize or overweight shipments.
Customer agrees to pay for all services provided by Insite Logistics and the Carrier as they are provided.
(4) Bill of Lading (“BOL”): The Customer must supply the Carrier with the BOL. If: I the BOL for the Shipment has been unauthorized altered or used, or (ii) Customer releases the Freight for transport to a carrier other than the Carrier designated on the BOL, or (iii) Customer uses any BOL not authorized or issued by Insite Logistics, Insite Logistics shall have no obligation to make any payments, process or assist with any Claims, or honor any rate quotes, Insite Logistics shall have no obligation to make any payments, process or assist with any Claims, Insite Logistics SHALL NOT BE SHOWN ON THE BOL AS THE “CARRIER” UNDER ANY CIRCUMSTANCES. As a result, Customer agrees to hold such Carrier solely responsible for any loss or damage.
(a) On LTL (less-than-truckload) Shipments: The customer must use the Insite Logistics system generated BOL, which is issued by Insite Logistics as the customer’s agent. Before pickup, the customer agrees to sign the BOL. At the time of pick-up, the Customer must present two (2) copies of the signed BOL to the Carrier, or induce its cosigner to do so. The shipment must be consigned directly to the actual transporting Carrier by the Customer or an agent of the Customer.
b) On Truckload (“TL”) Shipments: A BOL is required, which will be printed from Insite Logistics customer portal by the customer. It may be issued by Insite Logistics as an agent for Customer or by Customer itself if it is not issued by the Carrier. The provisions of paragraph 4(a) above shall apply to BOLs for both LTL and TL shipments in all other respects.
(5) Necessary Documentation: If Customer fails to complete all of the documents that are needed for carriage, or if the documents it submits are not appropriate for the Services, Customer hereby instructs Insite Logistics to complete, correct, or replace the documents at Customer’s expense, to the extent permitted by law. Insite Logistics is not compelled to do so. If a different form of BOL is required to complete delivery of this shipment, and Insite logistics completes it, the terms of the substitute BOL will govern. Insite Logistics will not be liable to Customer or anyone else for any actions done on Customer’s behalf under this provision.
(6) BOL and Shipment Terms: Any BOL generated under these Terms and Conditions is NON-NEGOTIABLE, has been made by the enrolled Customer, or by the Carrier or Insite Logistics on Customer’s behalf, and shall be conclusively presumed to have been prepared by Customer. The General Rules Tariffs issued by the Carrier actually providing the transportation of the Shipment will in every instance take precedence over any BOL terms and over Insite Logistics’s Terms and Conditions stated herein, except that any attempt to designate Insite Logistics as a “Carrier” shall be void, and provided that the following shall only be allowed under such circumstances as may be stated in Insite Logistics’s agreement with Carrier:
(a) Carrier’s direct billing of rates and charges to Customer, (b) Carrier’s recourse for the payment of such rates and charges against any other party to the Shipment, and (c) Carrier’s exercise of any statutory or common-law lien it might otherwise have on Customer’s freight. In the event of a discrepancy between these Terms and Conditions and the Carrier’s General Rules Tariff, the Carrier’s General Rules Tariff will prevail, except for the provisos above indicated. However, if a problem is not covered by the General Rules Tariff, these Terms and Conditions take precedence. Any applicable requirements of the Carrier’s General Rules Tariff and Insite Logistics’ Terms and Conditions, including but not limited to any liability limits, shall apply not only to the selected Carrier but also to its agents and subcontractors.
(7) Customer’s Warranties: Customer acknowledges its responsibility to comply with, and warrants compliance with all applicable state and federal laws, regulations, and rules including but not limited to customs laws, import and export laws, economic sanctions (if recognized by the United States government), and governmental regulation of any country to, from, through, or over which the Shipment may be carried. Customer agrees to provide all necessary information and complete and attach all necessary documents to its Bill of Lading to comply with all applicable laws, rules, and regulations. Insite Logistics will not be liable to Customer or anyone else for any damage or expense incurred as a result of Customer’s failure to comply with this provision. Any individual or entity booking shipments on Customer’s behalf certifies that it has the authority to act on Customer’s behalf and to legally bind Customer.
(8) If any of the following events occur, Insite Logistics reserves the right to terminate this Agreement and refuse to provide any service on Customer’s behalf: Customer does not sign the BOL, the BOL attempts to designate Insite Logistics as the “Carrier,” the BOL is unauthorized altered or used, shipments are tendered to any carrier other than Insite Logistics, and LTL shipments are tendered with any BOL not issued by Insite Logistics.
9) Calculation of Rates and Charges: Shipments are rated based on shipment information submitted by Customer and accepted by Customer, under the Carrier’s applicable pricing restrictions. The kind of item(s) being shipped (class), weight, size, volume, type of packaging, a quantity of goods, business or residential pick-up or delivery, type of service required, and transit time are all factors in determining the rate. Shipping prices are subject to payment within the Carrier’s payment terms and may include discounts from quoted carrier rates. The pricing information given below is based on terms commonly available under Insite Logistics agreements with Carriers that are regularly picked by Insite Logistics’s customers. If such pricing terms are objectionable to the Customer, please notify Insite Logistics prior to tendering a shipment, specifying desired terms, and Insite Logistics will make commercially reasonable attempts to find a Carrier who will fulfill such terms. Without deduction or setoff, any fees owing for services acquired from Insite Logistics are due and payable at P.O. Box 840808, Dallas, TX 75284-0808 within fifteen (15) days of the invoice date. Insite Logistics expressly reserves the right to amend or adjust charges and re-invoice the Customer if: I the original quoted amount was based on incorrect information provided by the Customer; (ii) additional carrier services were reasonably required by the carrier; or (iii) the Customer authorized the Carrier to perform pick-up, transportation, delivery, or other related functions other than those contemplated by the BOL. Any dispute by a customer over an invoice must be filed in writing, stating the reason of the issue, and submitted within thirty (30) days of the invoice’s date. If Insite Logistics does not receive written notification of the dispute on time, the charges will be considered to be lawful.
(10) LTL Service: LTL rates are determined by the origin and destination zip codes, distance, commodity freight class per NMFC, net shipping weight (including all packing materials, crating, and/or pallets) as a cost per pound, nature of the freight, dimensions and volume of space required for transit as a cost per cubic foot and/or truck length.
(11) TL Service: Rates for TL shipments are determined by state and mileage and are based on dock door pick-up/delivery and shipper load/consignee unload. Full Truckload Shipments at pick-up and delivery are subject to a two-hour detention period. Additional fees, such as Tractor Detention, Trailer Detention, and Driver Assistance, may be incurred based on the price provisions of the selected Carrier. Carriers normally charge $75 per hour for additional detention time, up to $600 per day. A cancellation charge typically will be assessed for all TL shipments, canceled less than four hours before the scheduled day and time of pick-up at the rate of $350.00 or 20%, whichever is greater, will be imposed. Expedited rates are based on actual or dimensional weight. If an expedited Shipment contains oversize freight, additional charges and transit days may apply. Blanket Wrap/High-Value Goods rates are determined by the state to state/mileage, weight (actual or density), and commodity/product type. Actual or dimensional weight is used to calculate expedited rates. Additional charges and transit days may apply if an expedited shipment involves oversize freight. State to state/mileage, weight (actual or density), and commodity/product type determine blanket wrap/high-value goods rates. Flat-bed rates are determined by the type of equipment, the distance between states/mileage, and weight. Additional charges and transit days may apply if a flatbed shipment contains oversize freight, as defined by the state or states through which it will transport.
(12) Guaranteed Transit Time Services: Delivery times are only estimates unless Guaranteed Service is clearly listed as a chargeable accessorial service. Guaranteed Service is solely inclusive of transit timeframes as specified by the Carrier selected when it is included as an accessorial service. Holidays and/or no-service days as stated by the specific Carrier are not included in Guaranteed Service transit times. This service does not guarantee a specific pickup time. The qualification and calculation of transit time do not include Pick-up Day. The Guaranteed Transit Time service is nullified by delays caused by Acts of God, war, bad weather, or delays caused by State or Federal interference. Guaranteed Transit Time responsibility for the carrier shall never exceed the additional accessorial charge mentioned on the invoice. Customer will not hold the Carrier or Insite Logistics liable for any losses, lost profits, missed opportunities, economic damages, expenses, or special, consequential, or incidental damages incurred as a result of longer than expected transit times. Customer has 10 business days from the date of invoice to file a claim request in writing with the Carrier in care of Insite Logistics if the Carrier fails to provide the Guaranteed Service requested. If Insite Logistics does not receive a claim request within the allotted 10 business days, the service provided by the Carrier will be deemed to have satisfied all Guaranteed Service standards and the claim request will be immediately ruled invalid and denied. Insite Logistics shall credit the Customer’s account within 48 hours after the Carrier acknowledges obligation for failing to provide the Guaranteed Transit Time service as agreed. Insite Logistics will not be held liable if the Guarantee is not met, and no account will be credited if the Customer does not use Insite Logistics’ Bill of Lading.
(13) Because Insite Logistics is not a common carrier or any other type of carrier, it reserves the right to refuse any shipment at any time in its sole discretion.
(14) Delay of Shipment: Neither Insite Logistics nor the chosen Carrier will be held liable for delays in delivery because of accidents, governmental intervention, climate conditions, different acts of God, different reasons, or every other situation that are beyond the control of Insite Logistics and/or the Carrier.
(15) Preparation of Shipment: Unless otherwise stated in a special agreement accepted in writing by both Parties, the Customer is responsible for proper preparation, packing, load securement, and addressing of the Shipment. Unless otherwise stated, the Customer is responsible for providing the means to load and unload the Shipment.
(16) Claims and Limitations of Liability: Insite Logistics is a Broker and shall not be liable to Customer for loss or damage to Customer’s goods under any circumstances. Liability, if any, for such losses and damages to the Customer shall be borne by the Carrier. Insite Logistics does not insure or indemnify Customers against losses, damages, delays, or other liability resulting from or incurred in connection with Shipment. In the event of a claim, the Customer shall look solely to the Carrier and/or Customer’s insurance in the event of a claim for damage or loss. If the Customer is not the consignee, it agrees to cause the consignee to inspect the shipment at the time of delivery, and to document any damage on the delivery receipt before signing. Because the transportation of the Customer’s freight is performed exclusively by the Carrier and not by Insite Logistics, the Customer agrees to hold Insite Logistics harmless for services (i.e. transportation of freight) performed by the Carrier. The Customer agrees to pay Insite Logistics as per this Agreement regardless of any disputes that may or may not occur with the Carrier. The Customer further understands and agrees that it will be subject to, and bound by, the Carrier’s specific limitations as to claims, losses and/or damages, and that it will not be able to recover any damages or losses over such limitations.
(17) Third-Party Coverage: Although Insite Logistics is not an insurance company or insurance agent, it will endeavor to assist Customer, on Customer’s request, in obtaining third-party coverage through insurers with which Insite Logistics maintains commercial relationships. Should the Customer purchase such third-party coverage through the assistance of Insite Logistics and subsequently decide to cancel the Shipment after the coverage has been purchased, the fees for third-party coverage are non-refundable and will not be credited to the Customer’s account.
(18) Claims Assistance: Although Insite Logistics is not a carrier and does not assume liability for cargo loss or damage in connection with Shipments it arranges, it will endeavor to assist Customer, on Customer’s request, with a cargo loss and damage claims as Customer’s agent. If the Customer desires such assistance, it must file a cargo claim in writing with Insite Logistics within 48 hours of delivery. Insite Logistics will assist the Customer in the submission of the Customer’s claim to the Carrier, but is nowise responsible for payment of such claims and makes no representation, warranty, or guarantee as to the outcome of such claims or the availability of insurance coverage from which the Carrier may pay such claims. The filing of a claim does not relieve the Customer of its responsibility for payment of freight charges. The Customer’s account must be paid in full before Insite Logistics assists the Customer in processing a claim against the Carrier for loss or damage.
(19) Exclusions of Liability: Insite Logistics be held liable for any loss, damage, misdelivery or non-delivery caused by: (i) the act, default or omission of the Customer, a Carrier 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 these Terms and Conditions, the BOL, the Carrier’s tariff, including, improper or insufficient packing 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, war, terrorism, riots, strikes, public enemies, perils of the air or sea, public authorities, acts or omissions of customs or quarantine officials, labor disputes, shortages, mechanical delay or failure of vehicles (vi) the acts or omissions of any person other than employees of Insite Logistics. Customer acknowledges that to provide competitive rates for the services provided under these Terms and Conditions, the Parties have agreed as a material term of these Terms and Conditions that the risk of loss or damage incurred as a result of any Insite Logistics alleged liability shall be limited to the fees that Insite Logistics has earned for the Shipment. Insite Logistics’ liability, if any, for breach of warranty or covenant in Insite Logistics’ Terms and Conditions shall be limited to the total compensation paid by the Customer for services provided by Insite Logistics. Additional cargo insurance to cover the entire value of the shipment can be procured before the shipment pickup, upon timely advance request by the Customer, and at an additional expense to the Customer. Insite Logistics is not liable for losses, misdelivery, or non-delivery caused by the violation(s) by the Customer of any of the Terms and Conditions (as applicable), other applicable provisions in the Bill of Lading, or the requirements of a selected Carrier’s General Rules Tariff. To prevent misdelivery through the tender of freight to imposters purporting to act for a selected Carrier, it is the responsibility of the Customer to check the identity of the pickup driver and the markings on the equipment.
(20) Disclaimer of Warranties: INSITE LOGISTICS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, concerning DELIVERIES OR concerning ITS WEBSITE, INFORMATION PROVIDED ON ITS WEBSITE OR SERVICES RELATED TO TRANSACTIONS CONDUCTED ON ITS WEBSITE. INSITE LOGISTICS CAN NOT GUARANTEE DELIVERY BY ANY SPECIFIC DATE OR TIME. IN ANY EVENT, Insite Logistics SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR INCOME, WHETHER OR NOT INSITE LOGISTICS HAD KNOWLEDGE THAT SUCH DAMAGES MIGHT BE INCURRED.
(21) Payment for Services: The Customer accepts full responsibility for a accurate and correct BOL. The Customer also agrees to pay for all Services. Billing will be based on the actuality of the following; Actual commodity shipped, actual shipping weight including packing, actual freight class, crating, and pallet, actual dimensions, number of items ,actual volume, NMFC commodity code, type of service requested, and other applicable accessorial charges, including, but not limited to all customs assessments, duties, governmental fines and penalties, taxes, and Insite Logistics’ attorney fees and legal costs allocable to this Shipment.
(22) Should the actual Shipment’s description or the required Services prove to be different than those shown on the BOL, additional charges will be assessed and charged to the Customer’s account. Customer agrees to be responsible for all charges payable, including any adjustments when paying by credit card or electronic funds. These charges and adjustments, if any, will be automatically debited to the Customer’s credit card or bank account.
(23) Sice Insite Logistics is not the actual carrier, the Customer agrees that it will not withhold payment or deny liability for payment to Insite Logistics for reasons related to disputes with the Carrier.
(24) Method of Payment: The Customer must provide a credit card account number that is issued in the Customer’s name or which the Customer is authorized to use when registering for the Services unless the Customer is registered under a plan offering a specialized payment method. This card will be used as the Customer’s primary method of payment. All payments shall be made according to the terms of the pricing and other information relating to the Services selected. By agreeing to these Terms and Conditions, Customer is authorizing and directing Insite Logistics to automatically charge any amounts payable by Customer regarding Customer’s use of transportation services to the credit card Customer provided in the registration process or such credit card number Customer may provide thereafter. Insite Logistics may suspend the Customer’s use of the Services or, at Insite Logistics’ option, may automatically move the Customer onto another bill payment arrangement if the Customer does not update its credit card information. Insite Logistics may also make other billing options available.
(25) Changes in Terms and Conditions: Insite Logistics shall have the right at any time to change or modify the terms and conditions applicable to the Customer’s uses of Insite Logistics’ Services. It also shall have the right to impose new conditions, including, but not limited to, adding charges and fees for use. Such modifications shall be effective immediately upon notice thereof, which may be given by means including but not limited to electronic or conventional mail, or by any other means by which Customer obtains notice thereof. Any use of Insite Logistics’ Services by Customer after such notice shall be deemed to constitute acceptance by Customer of such changes, modifications, or additions.
(26) No Waiver: The failure of Insite Logistics to insist upon the prompt and punctual performance of any term or condition in this Agreement, or the failure of Insite Logistics to insist upon or exercise any right or remedy under this Agreement on any one or more occasions, shall not constitute a waiver of that or any other term, condition, right or remedy on that or any subsequent occasion.
(27) Binding Effect: The individual purchasing the services contemplated under these Terms and Conditions on behalf of Customer acknowledges and agrees that he/she has the express and actual authority to bind Customer to this Agreement. This Agreement will be binding upon and inure to the benefit of the Parties and their respective heirs, successors, and assigns.
(28) Interpretation: These Terms and Conditions supersede all agreements, representations, statements, warranties, promises, and understandings of the parties, written or oral, except as stated herein. Where a Customer enters into a separate written and duly executed contractual agreement with Insite Logistics, only the conflicting terms in that agreement will take precedence over these Terms and Conditions. Any General Rules Tariffs set forth by a selected Carrier, will in every instance take precedence in all legal proceedings, and when in conflict, will take precedence over these Terms and Conditions.