Vantiva Freight Brokerage Terms & Conditions

Vantiva Global Logistics, LLC

Freight Brokerage Terms and Conditions of Service

These Freight Brokerage Terms and Conditions (“Terms and Conditions”) apply to brokerage services provided for you (the “Customer”) by Vantiva Global Logistics, LLC (the “Company”) unless superseded by a written agreement signed by both parties. By submitting orders to the Company, you expressly agree to the following.

The Company may, from time to time, update the Terms and Conditions and the Company will maintain archival records of any such updates; however, The Company shall not be obligated to notify Customer of such periodic updates and the Company is advised to periodically review the Terms and Conditions as Customer’s usage of the Company freight services shall be construed as acceptance of the Terms and Conditions then in effect.

  1. Definitions.
    1. “Customer” shall mean the person or business for which the Company is rendering service, as well as its agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, breakbulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;
    2. “Dangerous Goods” includes any Goods classified or described as dangerous or hazardous in the International Civil Aviation Organization (ICAO) regulations, International Air Transportation Association (IATA) regulations, International Maritime Organization’s International Maritime Dangerous Goods Code, any applicable national laws or regulations, or the Forwarder’s applicable tariff, and any Goods that could present or could be likely to present any hazard to the transporting conveyance or to other cargo or property or to any Person;
    3. “Goods” means the cargo that Customer has tendered for services, irrespective of the intended means of carriage, and includes any shipping container, open top, trailer, transportable tank, flat rack, platform, pallet, unit load device, and any other equipment or device used for or in connection with the services, not supplied by or on behalf of the Company.
    4. “Ocean Transportation Intermediaries” or “OTI” shall include an “ocean freight forwarder” and a “non-vessel operating carrier”;
    5. “Person” means any natural person, firm, partnership, joint venture, corporation, or any other legal entity.
    6. “Third Parties” shall include, but not be limited to, the following: carriers, truckmen, cartmen, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise.
  1. Independent Contractor. In providing services, the Company shall be an independent contractor of Customer and not an agent or employee, and Customer shall not represent that Customer is its agent or employee. The Company shall not be responsible for any debts or obligations of Customer. Nothing in these Terms and Conditions shall be construed as establishing any employment relationship, agency, partnership, or joint venture between the parties.
  2. Limitation of Actions. (a) Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual loss, must be made in writing and received by the Company, within ninety (90) days of the event giving rise to claim; the failure to the Company timely notice shall be a complete defense to any suit or action commenced by Customer. (b) All suits against the Company must be filed and properly served on the Company as follows within one (1) year of the date of shipment.
  3. Undercharge and Overcharge Claims. Except as otherwise expressly provided for herein, the Company shall process all overcharges as provided in 49 C.F.R. Part 378. The time limit for filing of initial claims for alleged undercharges or overcharges under the terms of the Terms and Conditions shall be one hundred and eighty (180) days from the date of delivery of the shipment. Failure to file a claim challenging initial charges within said one hundred and eighty (180)-day period shall forever bar any action at law for recovery of same. Any action at law by either party to collect alleged undercharges or overcharges under the terms of the Terms and Conditions shall be commenced not later than eighteen (18) months after delivery of the shipment. Expiration of said eighteen (18)-month term shall be a complete and absolute defense against any such claim, regardless of any extenuating or mitigating circumstances or excuses of any nature whatsoever.
  4. Quotations Not Binding. Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between the Company and the Customer.
  5. Reliance on Information Furnished.
    1. Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with a government agency and/or Third Parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration filed on Customers behalf.
    2. In preparing and submitting customs entries, export declarations, applications, documentation and/or export data to the United States and/or a Third Party, the Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to insure the correctness of all such information and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer’s failure to disclose information or any incorrect or false statement by the Customer upon which the Company reasonably relied. The Customer agrees that the Customer has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods.
  6. Declaring Higher Value to Third Parties. Third Parties to whom the goods are entrusted may limit liability for loss or damage; the Company will request excess valuation coverage only upon specific written instructions from the Customer, which must agree to pay any charges therefore; in the absence of written instructions or the refusal of the Third Party to agree to a higher declared value, at the Company’s discretion, the goods may be tendered to the Third Party, subject to the terms of the Third Party’s limitations of liability and/or terms and conditions of service.
  7. Insurance. Unless requested to do so in writing and confirmed to Customer in writing, the Company is under no obligation to procure insurance on Customer’s behalf; in all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance.
  8. Disclaimers and Limitations of Liability.
    1. Except as specifically set forth herein, the Company makes no express or implied warranties in connection with its services.
    2. Subject to (c) below, Customer agrees that in connection with any and all services performed by the Company, the Company shall only be liable for its negligent acts, which are the direct and proximate cause of any injury to Customer, including loss or damage to Customer’s goods, and the Company shall in no event be liable for the acts of Third Parties.
    3. In connection with all services performed by the Company, Customer may obtain additional liability coverage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefore, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s).
    4. In the absence of additional coverage under (c) above, the Company’s liability shall be limited to $50.00 per shipment or transaction.
    5. In no event shall the Company be liable or responsible for lost profits, loss of revenue, loss of contract, loss of goodwill, loss of data, programs or other information (in each case whether such losses are direct or indirect), or for any special, incidental, indirect or consequential damages, in each case whether such damage arises from the Company’s negligence (or that of its employees, subcontractors or agents) or from breach of contract or otherwise.; and
    6. In no event shall the Company be liable to Customer for loss, damage, misdelivery, or delay in the transportation of a shipment.
  9. Cargo Liability and Claims. All claims will be filed by Customer with the authorized carrier retained by the Company subject to the Federal Claims Rules, 49 C.F.R. §370, the Carmack Amendment, 49 U.S.C. §14706 and the terms and conditions of the Standard Truckload Bill of Lading.
    1. Unless otherwise agreed in writing, all truckload shipments will be released to a maximum value not to exceed five US dollars ($5.00) per pound per package subject to a maximum liability of US$100,000 per vehicle, whichever is less. Used machinery will have a released value of US$0.10 per pound.
    2. Where substituted rail for motor carrier service is used, liability for cargo loss or damage shall be limited to the extent of applicable railroad claims rules, policy guidelines, railroad rules, packaging guidelines and other service conditions.
    3. Where less-than-truckload shipments are tendered, the published service conditions, accessorial charges and release rate of the applicable service provider shall apply.
    4. Where transloading and/or warehousing services are provided, liability for cargo loss or damage shall be limited to the coverage of each applicable transloader or warehouse provider used by the Company unless Customer 1) declares value and requests specific cargo coverage from the Company in writing and 2) receives approval to provide cargo coverage for these services from the Company in writing.
    5. When service is arranged to or from points in Mexico, all claims for loss or damage occurring there will be filed by customer with the authorized Mexican carrier retained by company subject to applicable Mexican statutes, laws and limitations of liability.
  10. Advancing Money. All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to customer; the granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by the Company.
  11. Indemnification/Hold Harmless. The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability arising from the importation or exportation of customers merchandise and/or any conduct of the Customer, which violates any Federal, State and/or other laws, and further agrees to indemnify and hold the Company harmless against any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to reasonable attorney’s fees, which the Company may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company.
  12. C.O.D. or Cash Collect Shipments. The Company shall use reasonable care regarding written instructions relating to “Cash/Collect” or “Deliver (C.O.D.)” shipments, bank drafts, cashier’s and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall have not liability if the bank or consignee refuses to pay for the shipment.
  13. Costs of Collection. In any dispute involving monies owed to the Company, the Company shall be entitled to all costs of collection, including reasonable attorney’s fees and interest at a monthly rate of 2% from the date of the invoice, unless a lower amount is agreed to by the Company in writing. If Customer breaches the promise to pay the Company in a timely fashion, then the resulting damages would be impracticable or extremely difficult to determine, because of the state of the economy and rapidly fluctuating interest rates. Because of the difficulty in determining the damages resulting from the Customer’s failure to pay the Company in a timely fashion, the parties agree that, in the event of such a breach, Customer shall pay the sum of two percent per month for all sums due to the Company as liquidated damages. In the event, the legal interest rate in the state in which Customer is domiciled is higher, the interest rate in that state shall govern.
  14. General Lien and Right to Sell Customer’s Property.
    1. The Company shall have a general and continuing lien on any and all property of Customer coming into the Company’s actual or constructive possession or control for monies owed to the Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both;
    2. The Company shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any ongoing storage or other charges; Customer shall notify all parties having an interest in its shipment(s) of the Company’s rights and/or the exercise of such lien.
    3. Unless, within thirty days of receiving notice of lien, Customer posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due, in favor of the Company, guaranteeing payment of the monies owed, plus all storage charges accrued or to be accrued, the Company shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Customer.
  15. No Duty to Maintain Records for Customer. Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended, (19 USC §1508 and 1509) it has the duty and is solely liable for maintaining all records required under the Customs and/or other Laws and Regulations of the United States; unless otherwise agreed to in writing, the Company shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a “record keeper” or “record keeping agent” for Customer.
  16. Obtaining Binding Rulings, Filing Protests, Etc. Unless requested by Customer in writing and agreed to by the Company in writing, the Company shall be under no obligation to undertake any pre- or post-Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.
  17. Preparation and Issuance of Bills of Lading. Where the Company prepares and/or issues a bill of lading, the Company shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc.; unless specifically requested to do so in writing by Customer or its agent and Customer agrees to pay for same, the Company shall rely upon and use the cargo weight supplied by Customer.
  18. Dangerous Goods.
    1. At the time of shipment of Dangerous Goods, Customer shall be in compliance with the regulations governing the transportation of such goods, have the same properly packed, distinctly marked, and labeled, and notify the Company in writing of their proper description, nature, and the necessary precautions, as well as provide all necessary documentation which is required for the transportation of such Dangerous Goods.
    2. Dangerous Goods or shipments that are otherwise of an inflammable, explosive or dangerous nature to the shipment whereof the Company, has not consented with knowledge of their nature and character, may at any time before discharge be landed at any place and destroyed or rendered innocuous by the Company without compensation, and Customer shall be liable for all damages and expenses directly or indirectly arising out of such shipment.
    3. Customer shall indemnify and hold harmless the Company against any and all loss, damage, liability, and expense, including, without limitation, reasonable attorneys’ fees that the Company has incurred, arising out of or in any way connected with or caused by, in whole or in part, omission of the full disclosure required by this clause or by any compulsorily applicable treaties, conventions, laws, codes, or regulations.
  19. Force Majeure. “Force Majeure Event” means any event beyond a party’s control, including, without limitation, acts of war (whether civil or otherwise), acts of public enemies, acts of terrorism or terrorist attacks, governmental orders relating to the foregoing, insurrections, riots, sabotage, earthquakes, floods, acts of God, embargoes, authority of laws, labor disputes, strikes, lockouts, job actions, boycotts, fires, explosions, or failure in electrical power, heat, light, air conditioning, or communications equipment. To the extent that either party’s performance, except payment obligations, is precluded or delayed by a Force Majeure Event, such performance shall be excused for the time necessitated by such Force Majeure Event. Further, the Company shall bear no liability for any loss or damage (including to any Goods in the care and custody of the Company, its servants, agents, and/or Third Parties) resulting from such Force Majeure Event.
  20. Compensation of the Company. The compensation of the Company for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by the Company to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers and others in connection with the shipment. In any referral for collection or action against the Customer for monies due the company, upon recovery by TGL, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee.
  21. Severability. In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in full force and effect.
  22. Governing Law; Consent to Jurisdiction and Venue. These Terms and Conditions and the relationship of the parties shall be construed according to the laws of the State of Tennessee without giving consideration to principals of conflict of law. Customer and the Company (a) irrevocably consent to the jurisdiction of the United
  23. States District Court and the State courts of Shelby County, Tennessee; (b) agree that any action relating to the services performed by the Company, shall only be brought in said courts; (c) consent to the exercise of in personam jurisdiction by said courts over it, and (d) further agree that any action to enforce a judgment may be instituted in any jurisdiction.

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