This mutual agreement (this "Agreement") is entered into as of {date}, between Royalty Logistics, LLC, and {customerCompany40}. Royalty Logistics, LLC is a fully licensed and bonded transport management company registered with the USDOT with a broker license number of 3060768 and MC number 055111 and as legally defined under 49 U.S.C. 513102 Definitions (2), and 49 C.F.R. 5371.2. This agreement is between solely the customer and his, her or its duly authorized agents, (hereinafter referred to as ("Customer") and Royalty Logistics, LLC. The parties agree as follows:
1. This agreement and any shipment here under is subject to all terms and conditions of Carrier's tariff and the uniform straight Bill of Lading, copies of which are available at the office of Carrier. This supersedes all prior written or oral representation of Royalty Logistics, LLC and constitutes the entire agreement between customer and Royalty Logistics, LLC and may not be changed except in writing signed by an officer of Royalty Logistics. Customer warrants that he or she or it has read this agreement in its entirety and by continuing with the transaction, fully understands and agrees to its terms. Further, Customer waives any claims or defenses based in whole or in part on not reading, knowing or understanding these terms and conditions and agrees to indemnify and hold harmless Royalty Logistics, for any fees or costs, including attorney's fees and costs arising out of any claims or defenses asserted based upon not reading, having knowledge of, or understanding terms and conditions and the Invalidity or unenforceability of one or more of the provisions in this "Agreement" shall not affect other provisions of this "Agreement".
2. Customer agrees and understands that Royalty Logistics, LLC is a registered transportation and property broker and is acting solely in the capacity of a broker. The customer allows Royalty Logistics to contract with licensed and insured Motor Carrier(s), (hereinafter referred to as "Carrier"), to transport vehicle(s) described in the shipping order.
3. Customer further agrees and understands that Royalty Logistics, LLC’s sole responsibility in the transaction between the customer and Royalty Logistics is to procure a carrier for shipment of the customers vehicle(s) only for shipment, and acts as an "Independent Contractor". Customer understands that Royalty Logistics, LLC never takes possession of, transports, or delivers Customer's vehicle.
4. Customer acknowledges and agrees that Royalty Logistics, LLC is hereby authorized to arrange shipment from the area of origin specified to the area of destination specified or as legally and safely as possible to a mutually agreed upon place to load and unload the vehicle(s) as may be necessary due to low hanging tree, low hanging wires, narrow streets and residential restrictions. The Interstate law limits our service to the transportation of the vehicle only. We CANNOT accept any personal affects inside or outside the vehicle. ANY FINES or CHARGES resulting from this will be the Customer’s responsibility. Carrier/Agent disclaims any responsibility for personal belongings. If customer wishes to put items in the vehicle, he or she does so at customer's own Risk.
5. Customer acknowledges and agrees that as is standard in the industry while the carrier is liable to the Customer on account to the loss or damage to vehicle while vehicle is being loaded /
Customer Terms & Conditions
unloaded on the truck, owner's insurance is in force while vehicle is in transit to or from the truck. Carrier/Agent is authorized to operate the vehicle for purposes of unloading and loading at points of origin/destination
6. Customer is totally responsible for preparing vehicle for shipment. All loose parts, fragile or protruding accessories, low hanging spoilers, antennas, etc. must be removed and/or properly secured. Customer shall remove all non-permanent, outside mounted luggage and other racks prior to shipment. Vehicles must be tendered to Carrier in good running condition, (unless otherwise noted) with no more than a half of tank of fuel (preferably ¼ tank). Any part that falls off in transit is the shipper's responsibility, including damages caused by said part to any other vehicle(s) and or person involved. Customer must disarm any alarm system installed in the vehicle or provide proper instructions for this matter. In the event of said alarm sounds and there are no keys or instructions to turn it off, Carrier may silence alarm by any means.
7. Customer acknowledges and agrees that Royalty Logistics, LLC shall provide Customer with an estimated pickup and delivery date. However, Royalty Logistics, LLC does not guarantee pick up or delivery on specified dates of shipments. Although Royalty Logistics, LLC will make good faith attempt to move the vehicle as promptly as possible and in accordance with owner's instructions. ALL DATES ARE CONSIDERD ESTIMATED. Royalty Logistics, LLC/ Carrier shall not be held responsible for loss or damages occasioned by delays of any kind or for any reason, car rental fees or any accommodation fees due to the delay of shipment Royalty Logistics, LLC/ Carrier shall not be held liable for failure of mechanical or operating parts of Customer's vehicle.
8. At the time of pickup, Customer or Agent of Customer and Carrier will carefully inspect the vehicle for pre-existing damage (exterior only) by completing a vehicle inspection report recorded on the Bill of Lading. Carrier and Customer/Agent of Customer will both acknowledge the condition of the vehicle and Customer will sign and receive copy of Bill of Lading. At the time of delivery Customer/Agent will carefully inspect vehicle for possible damages incurred during transit. Carrier and Customer will both acknowledge the condition of vehicle and Customer will sign and receive a final copy of Bill of Lading. Damage must be noted in the proper place on the Bill of Lading and signed by the Customer regardless of weather conditions, time of day, or day of week. Signing the Bill of Lading and inspection report upon the delivery of the vehicle, and without notation of any damage upon post inspection verifies that Customer has received his vehicle(s) in satisfactory condition, and that Royalty Logistics, LLC and Carrier is relieved of any further responsibility. Carrier Damage claims are covered by a minimum of one million ($1,000,000) public liability and property damage. All claims must be notified within 48 hours of delivery and submitted in writing within 7 business days with all the information, including but not limited to signed BOL, Condition Reports, Estimated Costs for repair, Pictures of damages, and any proof of Carrier's liability. Royalty Logistics only assumes liability for any property damage claims to the Customers' vehicle only after Royalty Logistics, LLC has exhausted all resources to remedy from insurance held by Carrier, whereas the claim was proved to be the fault of carrier, and not any other reason. Owner acknowledges and agrees that the persons
Customer Terms & Conditions
listed at the point of origin and the point of destination are appointed agents for releasing vehicle or accepting delivery and thus releasing Carrier/ Royalty Logistics, LLC from all claims upon acceptance of delivery.
9. Customer agrees and understands that all claims for damage to property arising out of or occurring during the taking possession, transporting, or delivery of Customer's property falls under the Carmack Amendment, if the transport is interstate. As outlined in Section 10761 of the Interstate Commerce Act the payment for freight charges may not be postponed due to alleged loss or damage. These charges should not be paid in full and the portion applicable to the lost or damaged item should be included in the freight claim. The following items are important to remember: a. Claims and payment of transportation charges are two entirely different transactions. b. ICC regulations prohibit withholding the payment of transport due to a pending claim. c. Without payment of the transport charges, payment for transportation has not been made. A valid claim will not be paid until freight charges are made.
10. Royalty Logistics, LLC and Carrier will not be responsible for damage claims resulting in the following.
· Damage caused by Acts of God, Vandalism or the Authority of the law.
· Damage caused by leaking fluids, battery acids, cooling systems fluids, antifreeze solution, and industrial fallout.
· Damage caused by failure, or the lack of factory tie down brackets/holes.
· Damage occurring while unloading non-operational or "Inop"" vehicles.
· Mechanical, electrical/electronic functions exhaust systems, alignment, suspension, transmission, clutches, brakes or engine tuning. Inspection of these items is not practical at the time of shipment.
· Damage or loss of loose parts or special equipment such as window shades, louvers, convertible or detachable tops or caps, camper tops, bed liners, aftermarket items, etc. when not listed on the bill of lading and/or when not properly wrapped or stored to prevent damage. Royalty Logistics, LLC will not be responsible for anything with less than 6 inches of clearance from the ground.
· Damage to tires not due to carrier negligence.
· Damage caused by freezing or overheating of cooling system and/or batteries.
· Protection from freezing and overheating is the responsibility of the Customer.
· Damage to interior such as dash boards, rugs, seats, etc., as interiors are not inspected.
· Glass cracks from a pre-existing defect.
· Antennas that extend more than (3) inches above the mounted area. Removal or detraction of antenna is the Customer's responsibility.
· Cost or expenses, including towing or repair charges, resulting from malfunctioning vehicle.
· Loss and/or damage to articles or personal belongings left in vehicle.
· Damage because of overloaded vehicle or suspension failure including but not limited to suspensions, exhaust systems, oil pans, transmission casing, front or rear axle, mufflers/exhaust systems, etc.
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· Damage unable to detect due to poor weather conditions, poor lighting conditions or vehicle's dirty condition
· LIMITATION OF LIABILITY: IN NO EVENT SHALL ROYALTY LOGISTICS LLC BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE OR DOWNTIME EVEN IF ROYALTY LOGISTICS LLC HAS BEEN ADVISED OF THE POSSIBILITY OF THE FOREGOING. IN NO EVENT SHALL ROYALTY LOGISTICS LLC 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.
11. All non-operational or " Inop" vehicles tendered for transportation or oversized (dual or oversized wheels, extra-large, racks, lifted, limo etc.,) require additional costs. Customer should inquire as to the cost prior to transport. If Royalty Logistics is not advised prior to pick up, all extra charges must be paid by customer, and will be charged an additional minimum of a $100.00. If a vehicle is rendered for shipment and later becomes non-operational or "Inop" an additional minimum of $100.00 fee will have added onto the amount of shipment.
12. The parties agree that if either party provides the 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.
13. Royalty Logistics, LLC reserves the right to terminate a price estimate prior to acceptance by Customer. Royalty Logistics, LLC may change the terms of a payment of an order, if, prior to transportation, Royalty Logistics, LLC determines there is a significant change in the financial condition of Customer or Customer is in breach of an order. In the event Royalty Logistics, LLC so terminates an order, such termination shall be without liability to Royalty Logistics, LLC and shall be effective upon written notice of termination or modification to Customer. If Royalty Logistics, LLC 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 Tax Exempt). Unless Customer shall have provided Royalty Logistics, LLC 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 Royalty Logistics, LLC net income) imposed upon the transportation shall be paid by Customer. Past due amounts may be 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 Royalty Logistics, LLC determines that Customer's business operations become a risk of collection, Royalty Logistics, LLC may, at its option, require that all purchase orders be pre-paid via credit card. Payment to Royalty Logistics, LLC is not contingent upon Customer's receipt of payment from any other party, and Customer warrants that he/she will pay the full transportation price due to Royalty
Customer Terms & Conditions
Logistics, LLC, and not to the Carrier, and will not try offset any dispute for damage claims and/ or delays etc. from transport charges with the Carrier.
14. 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 the Customer and accepted in writing by Royalty Logistics', LLC. If customer fails to return this Agreement Signed to Royalty Logistics', LLC, but allows the carrier assigned by Royalty Logistics to transport Customer's Vehicle. The Customer expressly agrees to the terms and conditions outlined in this agreement. A 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 Royalty Logistics, LLC will be governed by the Customer Terms and Conditions, which may be amended from time to time by Royalty Logistics, LLC. Should Royalty Logistics, LLC provide Services to Customer under the Agreement, Royalty Logistics, LLC will have the rights and obligations accompanying any such order or purchase.
15. Each party agrees to promptly provide written notice of any 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. To bring an action against Royalty Logistics, LLC Customer must give notice to Royalty Logistics 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 Royalty Logistics, LLC If notice is to be given to Royalty Logistics, LLCI, it shall be given as set forth below:
Royalty Logistics, LLC
Attn: Rachel Blatt
7261 Kingswood Dr.
Bloomfield Hills, MI 48301
At the address set forth on the applicable order. All notices will be deemed received one (I) 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. 16. Any waiver of a breach of this Agreement shall not be effective unless it is submitted in writing and signed by an officer of the waiving party. 17. This Agreement shall be construed in accordance with the laws of the State of Michigan. The parties here agree that all actions or proceedings arising in connection to this agreement shall be tried and litigated in the State or Federal court located in the County of Oakland, in the state of Michigan. Each party waives any right it may have to assert the doctrine of forum non-convenience or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this section. By action of this provision, the parties agree
Customer Terms & Conditions
to submit to the personal jurisdiction of the State and/or Federal Court located in Oakland County, Michigan 18. The termination of this Agreement shall not affect the 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.