Terms & Conditions - Cuda Express Logistics

Cuda Express Logistics Customer Terms & Conditions
1 Terms and Acceptance. Cuda Express Logistics(CEL) is a licensed transportation broker as legally defined under 49 U.S.C. §13102 Definitions (2), and 49 C.F.R. §371.2.
Customer understands & agrees that CEL is a licensed transportation broker and NOT the transporter. Customer agrees that CEL will serve as the transportation broker between a transportation carrier (“Carrier”) and Customer and that a vehicle owned by Customer will be transported by the Carrier, per the standard terms and conditions (“Standard Terms and Conditions”) stated herein and are valid for acceptance by Customer. Customer agrees that they are the legal registered owner of the vehicle being transported, or has been authorized by the legal registered owner, to enter into this agreement for transportation of said vehicle(s). If Customer is an individual, Customer agrees that they are over the legal age of eighteen (18) and is able to legally enter into this Agreement.
CEL and Customer collectively are hereby referred to as “Parties” and each a “Party in this Agreement.
CUSTOMER’S SUBMISSION OF AN ORDER OR OTHER SIMILAR DOCUMENT IS CONCLUSIVE ASSENT TO AND ACCEPTANCE OF THESE STANDARD TERMS AND CONDITIONS UNLESS SPECIFIC TERMS ARE OBJECTED TO IN WRITING BY CUSTOMER AND ACCEPTED IN WRITING BY CEL. IF CUSTOMER FAILS TO RETURN THIS AGREEMENT SIGNED TO CEL, BUT ALLOWS THE CARRIER ASSIGNED BY CEL TO TRANSPORT CUSTOMER’S VEHICLE, THE CUSTOMER EXPRESSLY AGREES TO THE TERMS AND CONDITIONS OUTLINED IN THIS AGREEMENT. Customer’s online acceptance, electronic signatures, fax, or scanned images of signature pages, will be deemed an execution an agreement or document. All orders or any other agreement between Customer and CEL will be governed by the Customer Terms and Conditions, which may be amended from time to time by CEL. Should CEL provide Services to Customer under the Agreement, CEL will have the rights and obligations accompanying any such order or purchase.
2 Payment and Prices. CEL reserves the right to terminate a price estimate prior to acceptance by Customer. CEL may change the terms of a payment of an order, if, prior to transportation, CEL determines there is a significant change in the financial condition of Customer or Customer is in breach of an order. In the event CEL so

terminates an order, such termination shall be without liability to CEL and shall be effective upon written notice of termination or modification to Customer. If CEL extends credit to Customer, payment is due net thirty (30) days from the date of the invoice. Prices stated in a quotation or invoice do not include taxes unless stated therein. Unless Customer shall have provided CEL with a valid and effective tax exemption certificate or satisfactory evidence of the same, all federal, state and local taxes (other than those based upon CEL’s net income) imposed upon the transportation shall be paid by Customer. Time is of the essence with regard to payments to CEL. Past due amounts are subject to an interest charge of the lower of one and one-half percent (1.5%) per month or the highest rate permitted by law plus all reasonable fees and expenses of collection, including but not limited to attorney fees. If Customer becomes delinquent with its payment obligations or if CEL determines that Customer’s business operations become a risk of collection, CEL may, at its option, require that all purchase orders be paid C.O.D. Payment to CEL is not contingent upon Customer’s receipt of payment from any other party.
3 Cancellation by Customer. Customer agrees that it will have only one agreement with one transport company at any one given time. Customer will be charged a cancellation fee of $100.00 if the transportation order is cancelled with CEL due to double booking with another transport company or if cancelled after CEL has already dispatched Carrier. Customer may cancel their order and this Agreement without penalty if CEL cannot dispatch the vehicle within fifteen (15) days after the earliest pickup date. This Agreement runs continuous after the 15 days until the customer cancels its order and this Agreement.
4 Delivery. All pickup and delivery dates are estimates. When Customer’s order is dispatched to the Carrier, CEL will give an estimated pickup and delivery date to Customer. IT IS NOT UNUSUAL FOR A TRUCK TO GIVE CEL AN ESTIMATED PICKUP OR DELIVERY DATE AND THEN THE TRUCK ARRIVES A DAY OR TWO EARLIER OR LATER than expected. It is the Carrier’s responsibility to contact Customer for pickup and delivery dates and times. If you feel you want a discount on transport charges or reimbursement for rental cars because of late pickup or delivery,

please contact the Carrier directly. CEL DOES NOT REIMBURSE FOR RENTAL CARS. Please know that many Carrier policies of door to door delivery mean the Carrier will get as close as possible to the desired location. However, local traffic laws, weight and height restrictions, low hanging branches, tight turns, etc., in getting to the desired location on local streets take priority. No reduction in transport fees are allowed for these reasons.
5 Inspection Reports. IT IS CUSTOMER’S RESPONSIBILITY TO SECURE INSPECTION REPORTS FROM THE CARRIER AT PICKUP AND DELIVERY, WHETHER CUSTOMER IS ON SITE OR NOT. IT IS ALSO CUSTOMER’S RESPONSIBILITY TO REMOVE THE VEHICLE’S ANTENNA BEFORE THE DRIVER LOADS THE VEHICLE. Any damages during loading, unloading, and/or transport of the vehicle are the sole responsibility of the Carrier and are subject to the Carrier’s Bill of Lading (“BOL”) terms & conditions. Any damage claims against the Carrier must be clearly noted on the Carrier’s BOL and/or inspection form at the time of delivery and Customer must keep a copy of the inspection form, at both pickup and delivery. DO NOT PAY THE DRIVER UNTIL YOU OBTAIN THE SIGNED INSPECTION FORM. The damage noted on the BOL must be signed off by both the Customer and the delivery driver representing the Carrier. A proper inspection by the Customer is mandatory at pickup and delivery. If this is not done properly at the time of delivery, “after the fact” claims against the Carrier may not be processed, as the time of damage and by whom is unknown. CEL is NOT responsible for any damages or losses caused by damages. The customer understands that damage insurance, which can only be provided by the Carrier, is not insurance purchased by CEL, but on the customer’s behalf by Carrier. Insurance only covers Customer’s vehicle and nothing transported inside the vehicle. CEL will verify that the truck has cargo insurance by getting a certificate of insurance faxed to our office from the Carrier’s insurance company.
6 Exclusive Warranties and Remedies. Customer understands that if items are to be packed in the vehicle, CEL’s sales representative must be told how much extra weight will be in the vehicle when placing the order. IF CUSTOMER FAILS TO MENTION ANY EXTRA WEIGHT WHEN PLACING THE ORDER, PLEASE CALL THE SALES REPRESENTATIVE BACK IMMEDIATELY AND GIVE AN

ESTIMATED WEIGHT OF THE EXTRA ITEMS. Failure to do so, may result in the Carrier demanding extra money to haul your vehicle because of the extra weight under Federal DOT rules. NO household goods (TV, microwave, stereo, etc.) can legally be packed under Federal D.O.T. laws. This Federal DOT Law applies to ALL auto transport companies. The customer understands that any items packed inside the vehicle is NOT covered by any insurance if damaged, lost or stolen.
7 LIMITATION OF LIABILITY: IN NO EVENT SHALL CEL BE LIABLE
FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUE OR DOWNTIME, EVEN IF CEL HAS BEEN ADVISED OF THE POSSIBILITY OF THE FOREGOING. IN NO EVENT SHALL CEL’S LIABILITY ON ANY CLAIMS FOR DAMAGES ARISING OUT OF OR CONNECTED WITH THE SERVICES OR OTHERWISE EXCEED THE LESSER OF CUSTOMER’S DIRECT DAMAGES OR THE PRICE PAID BY CUSTOMER FOR THE SERVICES.
8 Damages. As the broker and not the transporter, CEL is not responsible for any damages or losses caused by damages by the Carrier. If Customer feels its vehicle has been damaged by the Carrier, please refer to condition paragraph 5 above on the proper steps to report a claim. If damage is minor and the Carrier is still on site, it is recommended that a resolution try to be resolved at that time. If the purported damage results in needing to file a claim with the Carrier’s insurance company, CEL will provide Customer with Carrier’s insurance information, upon Customer’s request. It is Customer’s responsibility to file a claim. A claim will not be filed by CEL. Customer understands that if the insurance company awards damages, it is standard for the insurance company to pay the damage amount minus the Carriers deductible. It is Customer’s responsibility to collect the withheld deductible directly from the Carrier.
9 Indemnification. To the fullest extent allowed by law, Customer will indemnify, defend and hold CEL and its respective parents, subsidiaries, affiliates, directors, officers, partners, stockholders, associates, employees and agents (collectively, “Indemnitees”) harmless from and against all claims, losses, expenses, fines,

penalties, damages, demands, judgments, actions, causes of action, suits and liability claimed by a third party for personal injury, death or damage to tangible property (collectively, “Liabilities”) proximately caused by the Customer (“Indemnitor”).
10 Confidentiality.Thepartiesagreethatifeitherpartyprovidesthe other party with non-public written documentation which the disclosing party wants treated as being confidential, the disclosing party will clearly mark the documentation with a legend stating that the documentation is considered confidential by the disclosing party. The recipient will use at least the same effort to avoid disclosure of the confidential documentation as the recipient uses with respect to the recipient’s confidential documentation but in no event less than due care. The following information will not be considered confidential: (a) part of the public domain, (b) known to the recipient prior to the disclosure to the recipient, (c) disclosed to a third-party by the disclosing party without a written obligation of confidence; (d) rightly received by the recipient from a third party; or (e) independently developed by the recipient without access to the confidential documentation.
11 Independent Contractors. The parties’ relationship during the term of this Agreement shall be that of independent contractors.
12 Notices.Eachpartyagreestopromptlyprovidewrittennoticeofany suspected breach of this Agreement, the specifics of any claim of breach and to provide the other with a reasonable opportunity to investigate and cure any curable matter. In order to bring an action against CEL, Customer must give notice to CEL of any claim within six (6) months of the date the claim arises and such claim must be in accordance with this Agreement. No claim of breach of this Agreement shall be made by Customer unless and until all uncontested amounts are paid to CEL. If notice is to be given to CEL, it shall be given as set forth below:
Cuda Express Logistics Attn: Bryan Weaver
7 North Saginaw Suite 1C Pontiac, Mi 48342
Customer Notice: At the address set forth on the applicable order. All notices will be deemed received one (1) business day after deposited in a

nationally recognized overnight carrier service; five (5) days after deposited with the United States Postal Service; or the day transmitted by confirmed facsimile transmission, if sent during normal business hours. Either Party may update its notice address by sending written notice of such change to the other Party.
13 Waiver.AnywaiverofabreachofthisAgreementshallnotbe effective unless in a writing signed by an officer of the waiving party.
14 Survival.TheterminationofthisAgreementshallnotaffectthe obligations of either party to the other that arise under the terms and conditions of this Agreement, rights arising from this Agreement, or causes of action which have accrued prior to the date of the termination.
15 Disputes.Thepartiesagreethatanycontroversyorclaim(whether such controversy or claim is based upon statute, contract, tort or otherwise) arising out of or relating to this Agreement, any performance or dealings between the parties, or any dispute arising out of the interpretation or application of this Agreement or any dealings between the parties and/or their respective directors, managers, partners, officers, employees or agents (“Dispute”), which the parties are not able to resolve, shall be resolved as follows:
1 Any Dispute shall be decided by a single arbitrator pursuant to the Rules of the American Arbitration Association (“AAA”) then in effect and shall be conducted in Pontiac, Michigan. The arbitrator will have the authority to grant injunctive relief in a form similar to that which a court of law would otherwise grant. Judgment upon the award rendered by the arbitrator shall be entered in any court having jurisdiction thereof. If an arbitration proceeding is brought pursuant to this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees, costs and necessary disbursements incurred in addition to any other relief to which such party may be entitled except that, by the express agreement of the parties, the arbitrator shall not have the power to award incidental, consequential, special, indirect, punitive or exemplary damages.
16 Severability.IfanyprovisionofthisAgreementisheldtobeillegal, invalid, or unenforceable under present or future laws during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable

provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance here from. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms to the illegal, invalid, or unenforceable provision as may be possible.
17 GoverningLaw.ThisAgreementandanycontractsformedbetween CEL and Customer, shall be governed by the laws of the State of Michigan, regardless of the conflicts of laws thereof. Jurisdiction to enforce the mediation and arbitration provisions of this Agreement is agreed to be in the Federal and/or State Courts located in Oakland county, Michigan. Any claim against CEL will be adjudicated on an individual basis and will not be consolidated in any proceeding with any claim or controversy of any other party.
18 ForceMajeure.CELwillbeexcusedfromadelayinperformingora failure to perform, its obligations under the Agreement to the extent such delay or failure is caused by the occurrence of a contingency beyond its reasonable control, which contingencies include acts of God, act of public enemy, war, riot, power failure, public disturbance, sabotage, transportation delay, shortage of raw material, energy, or machinery, interruption caused by government or judiciary, fire, lack of cooperation or assistance by Customer, labor interruption, accident, and floods, or any disruption caused by a third party that materially impairs CEL’s performance hereunder (a “Force Majeure Event”). In such event, the performance times will be extended for a period of time to account for the loss due to the Force Majeure Event. In the case of a Force Majeure Event, a party which seeks excuse from performance or timeliness of performance must act with due diligence to remedy the cause of, or mitigate such delay or failure.
19 Termination.CELreservestherightatanytimewithoutcauseor breach, to terminate this Agreement with Customer. In the event of such termination, CEL will honor accepted orders but will not accept any additional orders and all obligations which are still executory on either side shall be discharged, and CEL shall not be liable to Customer for any loss of anticipatory profits, incidental or

consequential damages, but CEL shall retain any right or remedy
based on a breach.
20 Taxes.Customerwillbesolelyresponsibleforalltaxes,unlessCEL
expressly agrees otherwise in writing.
21 Anti-Corruption.CustomerwillcomplywiththeU.S.ForeignCorrupt
Practices Act and other applicable anti-corruption laws. Customer represents, warrants, and covenants that it, its officers, agents, employees, or affiliates have not and will not make or offer any payments to, or confer or offer any benefit upon any third party, including any person/firm employed by or on behalf of any governmental customer, government official, employee, political party, employee of political party, or political candidate with the intent to influence conduct in any matter relating to the subject of this Agreement.
22 Non–Exclusive/Non-RestrictiveRelationship.Exceptasstatedin paragraph 3 above, the relationship of the Parties is not exclusive, and any CEL may independently develop or provide Goods which may be the same or similar to those contemplated herein.