By tendering Goods to 51吃瓜, LLC (鈥�51吃瓜鈥� or 鈥�51吃瓜鈥�), You agree to be bound by these Terms and Conditions. In accordance with 49 U.S.C. Section 14101(b)(1) You and 51吃瓜 expressly waive any and all rights and remedies that each may have under 49 U.S.C. 搂搂 13101 through 14914 that are contrary to specific provisions of these Terms and Conditions.
This Agreement is subject to modification by 51吃瓜 at any time without notice. The changed Terms are in effect immediately. If You and 51吃瓜 have fully executed a separate written valid contract that governs all or part of 51吃瓜鈥檚 Services, these Terms and Conditions shall still govern to the extent they do not conflict with the terms of such other contract.
1. Parties.
鈥淵ou鈥� are a shipper, consignor, consignee, third party logistics provider, beneficial cargo owner, or any other party or its agent acting on behalf of such person or entity with interest in certain general commodities (鈥淕oods鈥�) that You wish to have stored, handled, or transported by 鈥淐arriers,鈥� meaning any motor carrier, including drivers and independent owner operators, any rail carrier or rail transportation service provider, any intermodal equipment provider, any ocean or air carrier (including non-vessel operating common carriers and indirect air carriers), any warehouse operator or other person or entity that provides transportation, storage, handling, or related services to the Goods at the request of 51吃瓜. 51吃瓜 is a transportation broker licensed by the Federal Motor Carrier Safety Administration to arrange for the transportation of Goods by Carriers. 51吃瓜 is not a freight forwarder, common carrier, or contract carrier.
2. Services.
51吃瓜鈥� responsibility is limited to arranging for, but not actually performing, transportation, storage and/or handling of the Goods. These Terms and Conditions apply to all transportation services arranged by 51吃瓜 on Your behalf.
3. Independent Contractors.
The relationship between You and 51吃瓜 is and will remain that of independent contractors and no employer/employee or principal-agent relationship exists or is intended.
4. Compensation.
A. 51吃瓜 will invoice You for its services based on these Terms and Conditions and negotiated rates and charges. In addition, You shall also pay any applicable accessorial or similar charge incurred for the shipment or otherwise assessed by the Carrier, which may include but not be limited to charges for detention, lumper charges, layover, 鈥渢ruck ordered not used鈥� fees, extra stop charges, driver assist charges, and consignee rejection or refusal costs. 51吃瓜 reserves the right to revise a quoted shipment price, even after Your original acceptance, to reflect the characteristics of the shipment actually tendered if You provided inaccurate or incomplete shipment information at the time of booking. You agree to be fully responsible for payment of any charges incurred by any subsidiary, associated, or affiliated companies on whose behalf 51吃瓜鈥檚 services are rendered and You hereby guarantee payment thereof.
B. You agree to pay 51吃瓜 within 30 calendar days of invoice date without deduction or setoff. 51吃瓜 may assess a service charge of 1 陆% per month (or the highest lawful rate, if less) on any late payments.
C. If You do not pay the invoiced amounts, 51吃瓜 may commence a civil action to recover such invoiced amounts within 24 months of delivery or tender of delivery of the shipments involved. In the event that 51吃瓜 deems it necessary to use the services of a collection agency or attorney to collect any amounts due, You agree to pay all reasonable collection costs, attorney fees, and court costs.
D. You agree that 51吃瓜 has the right to pursue reimbursement for any unpaid freight charges from the receiver or shipper if payment from you remains outstanding for more than 30 days past the date of invoice. You further agree that this right supersedes any contrary provision contained in any contract or bill of lading.
E. You shall be absolutely and unconditionally responsible for payment to 51吃瓜 of all freight and other charges whether or not funds for charges have been advanced by You to third party agents. If You provide funds to an agent to pay freight or other charges due to 51吃瓜, You do so at its own risk, and in the event such agent fails to pay 51吃瓜, You shall remain absolutely and unconditionally liable to 51吃瓜 for the payment of such freight and other charges. In no event shall any demand by 51吃瓜 upon such agent for payment constitute a waiver or estoppel of 51吃瓜鈥檚 right to enforce Your undertaking herein.
F. AXLE SHALL HAVE A LIEN ON ANY GOODS SHIPPED UNDER THESE TERMS FOR FAILURE TO PAY FEES ON CURRENT AND PRIOR SHIPMENTS, REGARDLESS OF CREDIT ARRANGEMENTS. YOU AGREE THAT AXLES LIEN CONTINUES IN EFFECT AFTER THE GOODS ARE DELIVERED AND UNTIL ALL CHARGES ARE PAID. You agree to sign any notice of a security interest whether in the form of a UCC-1 or other form requested by 51吃瓜. You appoint 51吃瓜 as the attorney-in-fact to sign any such notice on Your behalf in the event You fail to sign it immediately upon 51吃瓜鈥檚 request.
G. Any overcharge, duplicate payment or over-collection claim made by You must be filed, in writing, with the 51吃瓜 within 180 days from the date of the 51吃瓜鈥檚 invoice. 51吃瓜 shall present any invoices for undercharges to You within 180 days of 51吃瓜鈥檚 initial invoice.
5. Bills of Lading and Other Shipping Documents.
听Your insertion of 51吃瓜鈥� name on any bill of lading or shipping document will be for Your convenience only and will not change 51吃瓜鈥� status as a broker. The terms and conditions of any documentation used by You, any shipper, or a Carrier will not supplement, alter, or modify the terms of these Terms and Conditions, except as expressly provided herein.
6. Loss, Damage, or Delay of the Goods
A. General. 51吃瓜 is not liable for loss, damage, or delay in connection with the transportation of Goods. If requested by You and agreed to by 51吃瓜, 51吃瓜 may assist You in filing and/or processing claims with Carriers. Such assistance is conditioned upon Your provision of all required documentation and proof necessary to initiate an active carrier incident file, which includes, but is not limited to, the materials required in the Carrier Incident Checklist, as provided to You by Your 51吃瓜 representative. In the event that such items are not provided to 51吃瓜 within thirty (30) days of notification of a possible damage or delay of Goods, 51吃瓜 will revert the file to inactive status pending receipt of the required information.
B. Cargo Liability for US Shipments. Carriers are not liable for the following: (1) damage to the Goods to the extent due to packaging, loading, unloading, blocking, bracing or securing of the Goods (unless Carrier has provided loading or unloading services at Your request, in which case such Carrier may be liable for cargo damage caused by such loading or unloading services), (2) inherent vice or defect in the Goods, including rusting of metals, swelling of wood caused by humidity, moisture or condensation, or deterioration of perishable products; (3) an act of God or the public enemy; (4) any act or default of You, consignee, consignor, or beneficial owner of the Goods; (5) any act taken under authority of law; or (6) any act of war or terrorism.
1. Carrier鈥檚 liability for cargo loss, damage, and delay will be the least of the following:
(a) The actual value of the Goods
(b) $10 per pound or
(c) $100,000 per shipment
2. Any claim for cargo loss, damage, or delay must be filed against the responsible Carrier within 9 months of the date of delivery of Goods, or in the case of non-delivery, within 9 months of the date delivery should have been made. Notice to 51吃瓜 does not constitute filing of claim with a Carrier. Any suit or other legal action to recover for cargo loss, damage, or delay, must be commenced against a Carrier no later than 2 years after declination of the cargo claim by the Carrier.
C. Cargo Liability for Shipments Originating in Canada. Carrier鈥檚 liability shall be governed by the Carrier鈥檚 tariff or the applicable contract of carriage; or b) 2 SDR (SDR = IMF Special Drawing Right) per kilo of the gross weight of the goods that are the subject of the claim; or c) 666.67 SDR per enumerated package of goods that are the subject of the claim; or d) 75,000 SDR per transaction, whichever is less, provided however that where a higher limitation of liability is mandatorily applicable by law then that higher limitation of liability shall apply. You must file claims for cargo loss or damage with 51吃瓜 or Carrier within 45 days from the delivery date or, in the event of non-delivery, the scheduled delivery date. You must file any civil action against Carrier in a court of law within 2 years from the date of the shipment of the Goods from the point of origin. In no event will 51吃瓜 or Carrier be liable to You or any other party for special, incidental, or consequential damages for any reason whatsoever.
D. Cargo Liability Where Any Portion of Routing for a Shipment is in Mexico.听Carrier shall not be
liable for cargo, loss, damage or delay occurring in Mexico. Loss or damage to Goods being shipped to or from Mexico shall be presumed to have occurred in Mexico absent clear evidence to the contrary.
Transportation or billing arrangements made by 51吃瓜 or Carrier regarding freight transportation within Mexico (including but not limited to arranging for Mexican carriers, quoting through rates, billing and remitting to Mexican carriers, and or issuing through bills of lading (including Supplemental Bills of Lading) for transportation into or out of Mexico) are provided solely as a convenience for You and shall not create or impose any liability upon 51吃瓜 or Carrier for any loss or damage to cargo in Mexico beyond the sole liability of Carrier (which shall not extend to 51吃瓜) under article 66 of the Federal Roads, Bridges and Federal Carrier Act (Ley de Caminos, Puentes y Autotransporte Federal) of Mexico. This measure/limit of liability applies regardless of the terms of any bill of lading, rate confirmation sheet, carta de porte, service order, delivery order or other document issued by any person related to the subject shipment. Further You agree that Your cargo is not insured and You accept that You alone shall be responsible for securing any first party cargo insurance at Your sole cost and expense to protect against loss or damage occurring on movements to or from Mexico. In no event will 51吃瓜 or Carrier be liable to You or any other party for special, incidental, or consequential damages for any reason whatsoever. You are responsible for the classification of the Goods according to the parameters published by the Mexican Tax Authority. If any change in the classification of the Goods is made or You need to classify additional Goods, You must inform 51吃瓜 at least 3 days prior to the shipment of those Goods. You acknowledge that any change of route, destination, type of class of Goods, as well as their quantity and/or weight, operator and/or vehicle will require a new Complement Bill of Lading. You must provide the new information to 51吃瓜 sufficiently in advance of shipment and You shall bear the cost of reissuing any Bill of Lading or Supplemental Bill of Lading. You acknowledge that the Supplemental Bill of Lading and CFDIs will be issued by Carriers based on the information provided by You, and 51吃瓜 shall not be responsible for the accuracy of such information. 51吃瓜 will also not be responsible for any delay or any fine, cost, claim, damage or other liability (鈥淟osses鈥�) attributable to You providing incomplete, erroneous or inaccurate information or Your failure to provide such information in a timely manner. You will indemnify, defend, and hold 51吃瓜 and Carrier harmless from any Losses arising from any failures, delay, error, omission or inaccuracy related to the information provided by You.
7. Less Than Truckload (LTL) Freight.
Where 51吃瓜 arranges LTL services, the following additional terms and conditions apply and supersede and control over any conflicting provisions of these Terms and Conditions.
A. Tariff Applicability. You acknowledge and agree that LTL shipments will be subject to those Carrier tariff terms applicable based upon the nature of services requested and the Goods tendered including, without limitation, those tariff provisions required to rate shipments or adjudicate Carrier liability for the same.
B. Cargo Claims. If less than a full truckload of Goods is being transported, Carrier liability for loss or damage to Goods shall be subject to the lowest of $100,000 per shipment, $10 per pound times the weight of the Goods lost or damaged, or the lowest liability provided in the National Motor Freight Classification.
8. Intermodal Services.
Where 51吃瓜 provides intermodal services (鈥淚ntermodal鈥�), the following additional terms and conditions apply and supersede and control over any conflicting provisions of these Terms and Conditions.
A. Rail Circular Applicability. You acknowledge and agree that: (1) Intermodal Carriers provide transportation services subject to the provisions, restrictions and limitations in their rail circulars, including but not limited to circulars, tariffs, directories, agreements, rules, or other policies governing intermodal transportation or required to rate shipments or adjudicate Carrier liability for the same (鈥淩ail Circular鈥�), (2) the Rail Circulars address, among other matters, standards for loading, weight limits on gross axels, blocking and bracing standards, prohibitions and restrictions on certain types of commodities, limitations of liability, requirements for shipping hazardous materials, procedures and limitations on cargo claims, and requirements for proper descriptions of commodities, (3) applicable provisions of an Intermodal Carrier鈥檚 Rail Circular in effect on the date of shipment will apply to any shipments transported by that Intermodal Carrier, (4) the Rail Circulars are generally available through the Intermodal Carrier鈥檚 website, and (5) persons and entities that use Intermodal transportation provided by the Intermodal Carrier should be familiar with and comply with the provisions, restrictions, and limitations of the Rail Circular. You acknowledge and agree that many Carriers do not waive their lien and salvage rights for Intermodal shipments.
B. Cargo Liability. If Goods are being transported via Intermodal Services, the Intermodal Carrier鈥檚 liability for loss or damage of Goods, unless otherwise agreed in writing shall be governed by the applicable Rail Circulars. If You wish for 51吃瓜 to provide assistance in recovering cargo loss or damage from the Carrier on Your behalf, You must submit the claim to 51吃瓜 for damage or loss of cargo occurring during Intermodal transportation at least sixty (60) days before expiration of the time limit established under the applicable Rail Circular for filing of cargo claims.
9. Drayage.
A. Quotes. Quotes as to fees, rates of duty, freight charges, insurance premiums or other charges provided by 51吃瓜 to You are for informational purposes only and are subject to change without notice. You will be renting space in container(s) subject to charges for time period container(s) is used.
B. Per Diem, Detention, and/or Demurrage. Demurrage charges will be based on fees designated by the rail, steamship or airline for the use of their shipping containers. All demurrage charges must be paid in full by Customer. Detention and Per Diem charges will incur if container(s) and/or Goods must be stored at the terminal or remains in possession of the rail, steamship or airline beyond the set amount of free time. 51吃瓜 will invoice for per diem, detention, and demurrage charges upon receipt from the steamship line, rail yard or airline. Per diem, detention, and/or demurrage invoices may be submitted separately to You and are due upon receipt of invoice. Penalty charges may apply where invoices are not paid within seven (7) days of receipt. These charges shall be the sole responsibility of You. For empty trailers and/or containers dropped off at origin for loading, free time shall be as set forth in the underlying Carrier鈥檚 tariff or governing publication. 51吃瓜 reserves up to six (6) months after shipment is completed to invoice for per diem, detention, and/or demurrage. Processing fees from Carriers may apply.
10. Third Parties.
For certain shipments, including international, intermodal or add-on services requested by You in addition to standard truck-load services, You authorize 51吃瓜 to engage third parties where necessary to facilitate transit. Such third parties include but are not limited to freight forwarders, transload and/or warehousing services, customs brokers, etc. 51吃瓜 does not assume responsibility or liability for any action(s) and/or inaction(s) of such third parties, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a freight forwarder, warehouseman or transload service. Once a freight forwarder, warehouse or transload service is in possession of Goods, all liability will be passed onto third parties. You understand that such third parties may have terms and conditions, air bills, bills of lading, waybills, tariffs that govern their services, and You agree to any such terms and conditions of such third parties. 51吃瓜 may assist in facilitating any claim You assert through the third party directly, but 51吃瓜 will not be held responsible for damage, loss, or delay of Goods while in the third party鈥檚 possession. You represent and warrant that You will comply with all laws and regulations applicable to You and/or any shipment or transaction hereunder, including without limitation, the United States export controls administered by the Department of State, Department of Treasury, or any other applicable authority of the United States government, the U.S. Foreign Corrupt Practices Act of 1977, as amended or any other applicable law of similar effect, Presidential Executive Order 13224, the USA Patriot Act, the Bank Secrecy Act, the Money Laundering Control Act, are not nationals of, organized under the laws of, registered or incorporated in, or doing business in countries subject to US economic sanctions, except as permitted by U.S. law, and are not persons, countries, entities, or programs designated by the U.S. government on the list of OFA sanctions programs or specially designated nationals or blocked persons. You will be held responsible for any additional charges, including per diem, detention or demurrage charges, incurred from freight forwarder, steamship, and/or airline.
11. Insurance.
A. First Party Cargo Insurance. 51吃瓜 has no obligation to arrange for insurance on Your behalf unless (i) You request first-party cargo insurance in writing; (ii) 51吃瓜 accepts such request and provides a quote for first-party cargo insurance in writing; (iii) You confirm in writing the shipment insurance information used to quote the coverage; and (iv) You pay the insurance premium and other charges quoted by 51吃瓜. You are exclusively obligated to pay all premiums and costs associated with procuring first-party cargo insurance. First-party cargo insurance is subject to the terms and conditions of the insurance policy. Exclusions apply. 51吃瓜 is not an insurance company and does not act as Your insurance broker or agent. 51吃瓜鈥檚 liability arising from or related to a request for first-party cargo insurance shall be limited to $500 per occurrence.
B. Third-Party Liability Insurance. Unless otherwise agreed in writing, the Carriers who perform or effectuate the performance of the transportation and related services shall be contractually obligated to maintain liability insurance covering the loss of or damage to cargo in the amount of $100,000; provided, however, that 51吃瓜 shall not be responsible for any Carrier鈥檚 failure to maintain such liability insurance or for the accuracy of any documentation that a Carrier furnishes to 51吃瓜 evidencing said liability insurance coverage. The fact that a Carrier maintains cargo liability insurance in any amount does not mean that such Carrier accepts financial responsibility for cargo loss or damage up to the limits of its cargo liability insurance. Rather, a Carrier may limit its liability to a level below the limits of its cargo liability insurance.
12. Consequential Damages.
Under no circumstances will 51吃瓜 or Carrier be liable for consequential, indirect, incidental, or punitive damages of any kind.
13. Your Obligations.
A. You are responsible for ensuring that Goods are properly and safely loaded, supported, blocked, braced, and secured. You will be responsible for expenses arising out of any load shift that occurs during transportation due to improper or insufficient loading, blocking, or bracing.
B. You must provide necessary shipping instructions and properly identify all Goods in the bill of lading or other shipping instructions. Unless otherwise expressly consented to in writing by 51吃瓜, You shall not directly or indirectly tender to 51吃瓜 or Carriers any of the following: shipments prohibited by law; hazardous materials of any class; regulated waste, including EPA regulated hazardous waste and medical waste; gold, bullion, silver, platinum, or other precious metals, gems or precious stones; deeds, stock certificates, securities, negotiable instruments, bank bills, bank notes, currency, traveler鈥檚 checks, stamps, or bonds; financial and/or personal identification documents including business records or passports; ivory, shark fins, animal hides, skins, or bones (inedible); human remains, fetal remains, human body parts, human embryos or components thereof; etiological agents, disease causing microorganisms; carbon black, active carbon or lamp black in all modes except TRUCKLOAD; cannabis, hemp, marijuana, and/or THC containing products; any electronic device that, through an aerosolized solution, delivers nicotine, flavor, or any other substance to the user inhaling from the device; household goods; bulk commodities; oversize or overweight shipments; coiled or rolled products; postal stamps, mail; cigarettes, or tobacco products; firearms (assembled or components), ammunition; blood or blood plasma; shipments valued in excess of $100,000; jewelry containing precious metals or stones; live animals; works of art, artifacts, museum exhibits or antiquities; slot machines and regulated gaming devices; commodities requiring protection from heat or cold, without properly identifying such shipments and making necessary prior arrangements for transportation; property shipped under a bill of lading, contract or other shipping document issued by you for which you assume liability as a 鈥渃arrier鈥�; or property for which a warehouse receipt has been issued.
C. Unless You have requested that 51吃瓜 arrange for a Carrier to provide driver count services before dispatch and the Carrier performs such driver count services, You are responsible for properly counting and recording the number of pieces transported and applying a protective seal to the loaded equipment.
D. You are responsible for checking all empty containers or trailers tendered for loading and rejecting any equipment that is not in apparent suitable condition to protect and preserve the Goods during transportation.
E. If You request that 51吃瓜 arrange for equipment to be dropped at a location for Your convenience and left unattended by Carrier, You and Your consignors or consignees will not lose, damage, or misuse the equipment and You will pay for loss or damage to the equipment occurring during or as a result of such custody, control, possession or use of the equipment.
F. If for any reason whatsoever, the consignee refuses the Goods and You refuse to give timely direction about the disposal or redelivery of Goods rejected by the consignee, 51吃瓜 may, without further notice or demand, place the Goods in storage and/or arrange alternative transportation, including less than truckload if applicable, at Your exclusive risk and expense. Such stored Goods will be subject to a lien in favor of 51吃瓜 for any charges. 51吃瓜 may exercise the foregoing rights at any time after twelve (12) hours have elapsed since notification of the arrival and availability of the Goods at destination or of the consignee鈥檚 rejection of the freight. Alternatively, 51吃瓜 or the underlying Carrier may sell the Goods to the highest bidder in a public or private sale in accordance with applicable law. 51吃瓜 will be entitled to recover from You, and/or from the proceeds of a sale or disposal of the Goods, all costs incurred as a result of Your or the consignee鈥檚 failure to accept delivery of the Goods or to provide direction about disposal of rejected Goods, including all storage fees, equipment use charges and costs of disposal.
G. You must comply with all applicable laws and regulations governing the safe and secure transportation of food products that will be ultimately consumed by humans or animals (鈥淔ood Shipments鈥�), including those required by local, provincial, state and federal laws, regulations, ordinances and rules including, but not limited to, the Food Safety Modernization Act (21 U.S.C. 搂 2201, et. seq.), the Federal Food, Drug and Cosmetic Act (21 U.S.C. 搂 341, et seq.) (鈥淔D&C Act鈥�), the Sanitary Food Transportation Act (49 U.S.C. 5701, et seq.), the U.S. Food and Drug Administration鈥檚 Final Rule on the Sanitary Transportation of Human and Animal Food (21 C.F.R. 搂 1.900, et seq.) and all applicable U.S. Department of Agriculture and Food Safety and Inspection Service regulations (collectively, the 鈥淔ood Safety Laws鈥�). You represent and warrant that any Food Shipments offered for transportation pursuant to the Agreement are tendered in safe condition for human or animal consumption, as applicable.
H. If a Food Shipment is covered under any of the Food Safety Laws that prohibit the sale or distribution of unsafe or 鈥渁dulterated鈥� food, You must specify the applicable body or bodies of law, statutes and/or regulations on face of the governing bill of lading for the shipment. At the time of booking, and prior to loading the goods, You must further specify in the booking request and on the face of the governing bill of lading all instructions to be followed by the motor carriers to maintain the safety of the food, including, without limitation, all temperature control requirements and temperature control documentation requirements, including an operating temperature for the transportation and, when necessary, the pre-cooling phase, all sanitation requirements and sanitation documentation requirements for the Food Shipment, including those for the motor carriers鈥� vehicle and transportation equipment, any design specifications and cleaning procedures (鈥淲ritten Instructions鈥�). 51吃瓜 will assist You in providing any Written Instructions to the motor carriers transporting Your food cargo. You, including Your consignors and consignees, shall permit the performing motor carrier to verify the temperature of Food Shipments prior to acceptance of tender and upon delivery at destination.
I. You acknowledge and agree that the definition of 鈥渁dulterated鈥� as applicable to Food Shipments shall be that provided in the FD&C Act (21 U.S.C. 搂搂 342(a)(i)(4), 342(i)). In the event of apparent adulteration of any portion of a Food Shipment, You warrant that You will, at Your own expense, obtain a reliable inspection of the Food Shipment by a qualified expert within forty-eight (48) hours after delivery or the consignee鈥檚 rejection. You acknowledge that the Carrier will bear no liability for Food Shipments wrongfully refused without a timely and documented determination by a qualified expert of adulteration. You additionally acknowledge that if You fail to provide written instructions, as required above, the Carrier will not be liable for loss or damage to Food Shipments deemed adulterated.
J. You warrant that You will not directly or indirectly interfere with, or attempt to adversely influence, the Carrier鈥檚 safe operation of equipment including performance pursuant to the federal hours of service regulations.
14. Hazardous Materials.
You must provide 51吃瓜 with advance notice of the proposed shipment of any hazardous material, as defined in 49 U.S.C. 搂5101, et seq. (鈥淗azardous Material鈥�) and provide a copy of the Material Safety Data Sheet for that Hazardous Material. You shall not tender Hazardous Materials unless expressly consented to in writing by 51吃瓜. You will indemnify, defend and hold harmless Carriers and 51吃瓜, their officers, employees, agents and insurers, against all claims, liabilities, losses, fines, legal fees and other expenses arising out of contact with, exposure to, or
release of any Hazardous Material, including without limitation fines or expenses relating to the removal or treatment of that Hazardous Material or any other remedial action pertaining to that Hazardous Material under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 搂9601, e seq. as amended (鈥淐ERCLA鈥�), The Resource Conservation and Recovery Act, 42 U.S.C. 搂6901, et seq, as amended (鈥淩CRA鈥�) or any comparable state law.
15. Co-Brokerage Services.
If You are a property broker or freight forwarder that is utilizing 51吃瓜 to arrange for transportation of cargo on behalf of Your shipper or receiver customers, then You represent and warrant that You: (a) will at all times hold valid operating authority from the FMCSA as a property broker or freight forwarder, as applicable; (b) will at all times maintain the surety bond or trust fund required by the FMCSA to perform its services; (c) will immediately notify 51吃瓜 in writing if Your operating authority is suspended or revoked, or if Your surety bond / trust fund expires or is otherwise impaired; (d) will at all times operate in compliance with all applicable laws, regulations, and rules; and (e) have the legal authority to ship the Goods that you tender and to contract with 51吃瓜 for services relating to the cargo. You shall be responsible for payment to 51吃瓜 as set forth in these Terms and Conditions, regardless of whether You receive payment from Your customer.
16. Indemnification.听
You must defend, indemnify and hold 51吃瓜, 51吃瓜鈥� employees and agents, and Carriers harmless against any losses caused by or resulting from (i) Your or Your employees鈥� or agents鈥� negligence or intentional misconduct, (ii) Your breach of these Terms and Conditions, or (iii) Your or Your employees鈥� or agents鈥� violation of applicable laws or regulations. You shall also indemnify 51吃瓜 from any attempts to recover from 51吃瓜 by Your insurance carrier or any other party in regards to claims for loss, damage, or delay to Goods. The obligation to defend includes payment of all reasonable costs of defense, including attorney fees, as they accrue.
17. Information Systems.
Any management information system or computer hardware or software used or supplied by 51吃瓜 in connection with the Services is and will remain 51吃瓜鈥� exclusive property. All management information systems and related computer software and documentation used or supplied by 51吃瓜 are proprietary to 51吃瓜, and You will treat all such systems as confidential and not copy, use, or disclose them to third parties without 51吃瓜鈥� prior written consent, except as required by law.
18. Jurisdiction and Venue
A. These Terms and Conditions are governed by and construed in accordance with the applicable federal laws of the United States, or, alternatively, and depending on jurisdiction, the laws of the State of Tennessee.
B. The parties agree to jurisdiction and venue in a United States Federal District Court located in Knox County, Tennessee, or if federal jurisdiction is not available, then in a State Court located in Knox County, Tennessee.
19. Force Majeure.
If performance by one Party is affected by any condition beyond the reasonable control of such Party, including but not limited to: an act or threatened act of God, strike or labor disturbance, pandemic or public health emergency, act of the public enemy, war, terrorism, invasion, insurrection, riot, protest, civil unrest, fire, storm, flood, ice, earthquake, natural disaster, explosion, epidemic, disease, closure of public roads; a cyber attack, data breach, identity theft, theft, or any other fraudulent or criminal act by a third party; an order or act by a governmental authority, any other cause or causes beyond such party鈥檚 reasonable control, the performance of obligations under the Terms and Conditions (other than Your obligation to pay for services performed) affected by such condition will be suspended during the continuance of such condition. The Carriers engaged by 51吃瓜 will be permitted an extension period equal to the period of suspension in order to complete shipments adversely affected by the suspension. Neither Party will incur any liability for damages resulting from such suspensions.
20. Notice.
Any notices and other communications required or permitted under the Terms and Conditions must be in writing and be (1) delivered personally, (2) sent by facsimile or e-mail transmission if confirmed by notice sent by one of the other notice methods permitted in this paragraph, (3) sent by nationally recognized overnight courier guaranteeing next business day delivery, or (4) mailed by registered or certified mail (return receipt requested), postage prepaid, to 51吃瓜 at the following addresses (or at such other addresses as are specified by like notice):
51吃瓜, LLC
Attn: Legal Dept.
835 N. Central Street
Knoxville, TN 37902
All such notices and other communications will be deemed to have been given and received (1) in the case of personal delivery, on the date of such delivery, (2) in the case of facsimile or e-mail transmission that is confirmed by notice sent on the same day by one of the other methods permitted, on the date of transmission if sent on a business day (or if sent on other than a business day, on the next business day after the date sent), (3) in the case of delivery by nationally recognized overnight courier, on the business day following dispatch if sent by guaranteed next day delivery, or (4) in the case of mailing, on the third business day following such mailing.
21. Confidentiality.
A. As part of the business relationship between You and 51吃瓜, either Party may be in or come into possession of information or data that constitutes trade secrets, know-how, confidential information, marketing plans, pricing, or anything else otherwise considered proprietary or secret by the other (鈥淐onfidential Information鈥�). In consideration of the receipt of such Confidential Information and potential business, each Party agrees to protect and maintain such Confidential Information in the utmost confidence, to use such Confidential Information solely in connection with their business relationship, and, to take all measures reasonably necessary to protect the Confidential Information.
B. You agree that 51吃瓜鈥� costs for services is confidential and need not be disclosed to You. You specifically waive any rights You may have under 49 CFR 搂 371.3.
C. Notwithstanding anything to the contrary, you acknowledge that 51吃瓜 may access, disclose, or allow third-parties access to the data, information, or content you provide to 51吃瓜 to comply with the law or to respond to requests or legal processes.
22. Assignment.
Neither Party may assign or transfer these Terms and Conditions, in whole or in part, without the prior written consent of the other Party.
23. Severability/Survivability.
In the event that the operation of any portion of these Terms and Conditions results in a violation of any law, or any provision is determined by a court of competent jurisdiction to be invalid or unenforceable, the Parties agree that such portion or provision shall be severable and that the remaining provisions of the Agreement shall continue in full force and effect. The representations and obligations of the Parties shall survive the termination of these Terms and Conditions for any reason.
24. Nonwaiver.
Failure of either Party to insist upon performance of any of the terms, conditions or provisions of these Terms and Conditions, or to exercise any right or privilege herein, or the waiver of any breach of any of the terms, conditions or provisions of these Terms and Conditions, shall not be construed as thereafter waiving any such terms, conditions, provisions, rights or privileges, but the same shall continue and remain in full force and effect as if no forbearance or waiver had occurred.
25. Entire Agreement.
These Terms and Conditions constitute the entire agreement intended by and between the Parties and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed or implied, with respect to the subject matter hereof. The parties also intend that these Terms and Conditions may not be supplemented, explained, or interpreted by any evidence of trade usage or course of dealing. You understand that these Terms are subject to change. You are bound by the most current Terms which are posted on 51吃瓜鈥檚 website at /terms-and-conditions/. You agree that the posted Terms on 51吃瓜鈥檚 website on the date of a shipment will apply to that shipment and govern the parties鈥� obligations.
