TERMS & CONDITIONS OF SERVICE
Terms and Conditions of Service
These terms and conditions of service (these “Terms and Conditions”) together with the applicable account application (the “Account Application” and together with the Terms and Conditions, this “Agreement”) constitute a legally binding contract between Hazen Transfer, LLC, a Michigan limited liability (“Broker”) and the applicant specified on the Account Application (“Customer”). Broker and Customer may each be referred to herein as a “Party” and collectively as the “Parties.” These Terms and Conditions apply to all shipments for which Customer engages Broker.
1. Purpose. Broker shall arrange, on Customer’s behalf, for the transportation by motor carrier of various shipments as directed by Customer. Broker is not a freight carrier and therefore Broker’s responsibility under this Agreement shall be limited to arranging for, but not actually performing, transportation of Customer’s freight. Broker does not guarantee the transportation of any shipment on an expedited basis and shall not be liable for any damages or losses resulting from the late or non-delivery of an expedited shipment unless specifically agreed in a writing signed by an officer of Broker.
2. Information. Customer shall ensure that all documents, instructions, and filings provided to Broker are correct, complete, and not misleading. Customer shall immediately notify Broker if Customer becomes aware of any omission or inaccuracy in any document or filing provided by Customer to Broker. Customer agrees and understands that Broker’s ability to perform its obligations under this Agreement are contingent on Customer complying with its obligations under this section.
3. Relationship of Parties. Broker is an independent contractor of Customer, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between Customer and Broker for any purpose. Neither Party shall have any authority (and shall not hold itself out as having authority) to bind the other Party.
4. Representations and Warranties. Customer represents and warrants to Broker that:
A. Customer is duly organized or incorporated, validly existing, and in good standing under the laws of the state of its organization or incorporation and has the full power and authority to conduct its business as conducted on the date hereof and to enter into this Agreement;
B. no consent, approval, or authorization of, or declaration, filing, or registration with any governmental or regulatory authority is required on the part of Customer in connection with the execution and delivery of this Agreement or the consummation of the transactions described herein; and
C. Broker is and will remain in compliance with all applicable laws, rules, and regulations.
5. Indemnification. Customer shall defend, indemnify, and hold Broker and its members, managers, officers, employees, agents, successors and assigns, harmless from and against any and all claims, losses, costs, fines, penalties, expenses (including attorneys’ fees), actions, or damages, including, but not limited to, cargo loss, damage or delay, and payment of rates and/or accessorial charges to carriers, arising out of: (i) Customer’s breach of any of its representations, warranties, covenants, or agreements contained in this Agreement; or (ii) Customer’s or its agents negligence or willful misconduct.
6. Payments. Subject to prior credit approval by Broker in its sole discretion, Broker shall invoice Customer for its services in accordance with the rates, charges, and provisions set forth on Exhibit A and Exhibit B, attached to the Account Application and incorporated into this Agreement by reference, and any written supplements or revisions that are mutually agreed upon by the Parties. Customer agrees to pay Broker’s invoice within 15 days of invoice date without deduction or set-off. Any payments received after the period specified in the preceding sentence are subject to a service charge equal to the lesser of 1.5% per month or the maximum interest rate allowed by law. Customer agrees to pay all of Broker’s costs incurred in connection with the collection of late payments including reasonable attorneys’ fees. Broker shall have a general and continuing lien on any and all of Customer’s property which is being shipped by or through Broker under this Agreement, for all amounts owed by Customer to Broker under this Agreement. Broker reserves the right to adjust the original quoted amount for the applicable services if the original quoted amount was based on incomplete or inaccurate information provided by Customer.
7. Freight Claims; Limitation of Liability. It is understood and agreed that Broker is not a carrier and that the Broker shall not be held liable for loss, damage, or delay in the transportation of Customer’s freight. Broker shall use commercially reasonable efforts to assist Customer in the filing or processing of claims with the carrier. If payment of claim is made by Broker to Customer, Customer automatically assigns its rights and interest in the claim to Broker. IN NO EVENT SHALL BROKER’S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO BROKER FOR THE APPLICABLE SHIPMENT GIVING RISE TO THE CLAIM. BROKER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, AND WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL BROKER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, WHETHER OR NOT BROKER HAD KNOWLEDGE THAT SUCH DAMAGES MIGHT OCCUR. In no event shall Broker or Broker’s carrier be liable to Customer for any air carrier charges unless specifically agreed to in writing signed by an officer of Broker.
8. Receipts and Bills of Lading. If requested by Customer in writing, Broker agrees to provide Customer with proof of acceptance and delivery of loads in the form of a signed Bill of Lading or Proof of Delivery, as specified by Customer. Customer’s insertion of Broker’s name on any Bill of Lading shall be for Customer convenience only and shall not change Broker status as a property broker. The terms and conditions of any freight documentation issued by Broker or a carrier selected by Broker may not supplement, alter, or modify the terms of this Agreement.
9. Insurance. Customer agrees and acknowledges that Broker has no responsibility to obtain or carry insurance on Customer’s behalf. All insurance purchased for Customer’s benefit must be purchased through the applicable carrier. Broker will attempt to assist in the resolution of any freight claims, but Broker will have no liability related to such claims.
10. Hazardous Materials. Customer shall comply with all applicable laws and regulations relating to the transportation of hazardous materials as defined in 49 CFR §172.800, §173, and §397 et seq. Customer shall inform Broker immediately if any such shipments contain hazardous materials.
A. Non-exclusive Agreement. The Parties agree and acknowledge that this is not an exclusive arrangement. Broker shall be free to accept freight for transportation from customers other than Customer and Customer shall be free to tender freight for transportation to motor carriers and brokers other than Broker.
B. Confidentiality. Each Party understands and agrees that the other Party has a legitimate business interest in protecting its confidential and proprietary information that has been developed over time through effort and expense. Accordingly, neither Party shall disclose to third-parties the terms of this Agreement or any of the other Party’s non-public information that is obtained in the course of performing under this Agreement, including, but not limited to, a Party’s business methods, customer lists, software, or the rates, valuation, origin, destination and consignee identity for any freight shipment.
C. Governing Law. This Agreement shall be interpreted in accordance with the laws of the State of Michigan, without regard for choice-of-law principles. The sole, exclusive venue to resolve any dispute will be either the state court having jurisdiction located in Oakland County, Michigan, or the United States District Court for the Eastern District of Michigan.
D. Entire Agreement; Amendments. This Agreement represents the entire agreement and understanding of the Parties with regard to the subject matter hereof. No prior understandings or agreements of the Parties, whether written or oral, nor any documents not specifically incorporated into this Agreement, nor any course of conduct of the Parties, shall have the effect of modifying the Parties’ rights and obligations under this Agreement. No amendment to this Agreement shall be valid unless set forth in writing and signed by both Parties; provided, however, that Broker may amend these Terms and Conditions at any time by posting updated terms and conditions at www.HazenTransfer.com/Terms, and such updated terms and conditions shall be effective for all transactions between Broker and Customer after such time as the updated terms and conditions are posted.
E. Severability. To the extent that any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall become ineffective as to all matters within the jurisdiction of that court. The court’s holding, however, shall not be treated as affecting the validity or enforceability of any other provision of this Agreement, or as affecting the validity or enforceability of any part of this Agreement in other jurisdictions.
F. Waiver. Neither the failure of a Party to exercise any right, power, or privilege under this Agreement, nor its delay in any such exercise, shall operate as a waiver of that right, power or privilege. No such waiver shall be binding on either Party unless it is in writing and signed by the Party against which the waiver is asserted. No such waiver on one occasion shall preclude subsequent full enforcement of a Party’s rights, powers and privileges under this Agreement or at law or in equity.
G. Force Majeure. If Broker is prevented from or delayed in performing any of its obligations under this Agreement by reason of statutes, regulations or orders of a governmental entity (including actions taken by a court or by law enforcement officials), or because of war, terrorism, acts of God, labor disturbances, civil unrest, or any cause beyond the reasonable control of Broker, Broker shall not be liable to Customer for damages by reason of any delay or suspension of performance resulting from such legal restraints or force majeure. Broker, however, shall furnish Customer with notice of the same no more than two (2) business days after the onset of the conditions delaying or preventing performance.
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Hazen Transfer, LLC.
Service Rate Definition of Service
Detention $50.00 The first two hours are free. This is a rate per hour service that is billable in 30-minute increments thereafter.
Driver Assist $100.00 When a driver is required to load or unload a shipment. This is a flat rate
Equipment Ordered not Used. $250.00 When requested to provide equipment of the transportation of a load and the load cancels within 24 hours of the agreed upon loading time. This is a flat rate per occurrence.
Stop Off Charge A charge for any scheduled or unscheduled stop between the shipper and consignee. In addition to the flat rate per stop a mileage charge of $2 per mile will be added for any out of route miles.
1st Stop $50.00
2nd Stop $75.00
3rd Stop $100.00
4th Stop $100.00
Layover Charge Per 24 Hours $250.00 When requested to hold a carrier at a reference point of the load and the Carrier is required to stay from the close of business until the following open of business. Detention is not paid at the time of lay over pay is allowed.
Redelivery $50.00 When the Carrier attempts to make delivery and the consignee cannot accept the shipment at that given time, the carrier may be required to redeliver the product at a later date. This charge is a flat rate per occurrence in addition to any rate per miles traveled, layover, or shortage charges that may be applicable.
Reconsignment $50.00 A change in the consignee location after the shipment has arrived at the original destination. This is a flat fee per occurrence rate in addition to the normal line haul charges for the miles traveled on the shipment.