Terms & Conditions of Property Broker Services
These Terms & Conditions of Property Broker Services (the “Terms and Conditions”) constitute a legally binding contract between the “Company” and the “Customer”, and shall apply solely the arrangement of Property Broker Services and Auxiliary Services described herein. The Terms and Conditions are subject to change by the Company upon posting on the Company’s website from time to time.
The most current and controlling version of the Terms and Conditions are published at www.shipblock.com. In the event the Company renders services and issues a document containing terms and conditions governing such services, the terms and conditions set forth in such other document(s) shall govern those services.
- Definitions. “Company” shall mean THE BLOCK LOGISTICS, its subsidiaries, related companies, agents and/or representatives;
(a) “Auxiliary Services” are those services which are performed prior or subsequent to transportation such as local cartage, loading, unlading, crating, uncrating, packing, unpacking and storage which are requested by Customer and arranged by the Company as an additional service. “Auxiliary Services” shall not include other services provided by the Company, which are governed by separate terms and conditions of service.
(b) “Bill of Lading” is the reference to the official shipping document, sometimes completed by Customer, or in some cases by the Carrier, or other authorized person or entity, accepting the Shipment, authorizing the Company to broker the load for carrier to carry the Shipment to said destination, and containing pertinent information about the Shipment such as piece count, weight, quantity, and the like; The Bill of Lading may include, but not be limited to, shipping documents directly referred to and titled as a Bill of Lading, and also other shipping documents commonly used in the industry such as Shippers Letter of Instruction, Air Waybill, etc., which duly authorize the Company to accept the Shipment.
(c) “Bill to Party” is the person or entity to whom the Bill of Lading instructs the Company to issue the invoice to for the Shipment.
(d) “Carrier” is the person or entity actually performing the carriage of the Shipment with its own means of transport as the performing carrier, and subject to carrier liability as a result of an express or implied undertaking to assume such liability from the contracting carrier.
(e) “Consignee” is the person or entity listed as the “ship to” party or to whom the Bill of Lading instructs the Company to deliver the Shipment.
(f) “Customer” or “Shipper” includes the Person with whom the Company has contracted to move the Shipment and any Person whom directly benefits from services performed pursuant to the Terms and Conditions.
(g) “Package” or “Packages” are the customary shipping units as listed on the Bill of Lading including, but not limited to, packages, cartons, pallets, tubes, etc.
(h) “Parties” include the Customer, the Consignee, the consignor, the Company, and any other Person having a present or future interest in the Shipment or any Person acting on behalf of any of the previous mentioned parties with respect to a Shipment.
(i) “Person” means any individual, corporation, limited liability company, joint venture, trust, partnership or other entity.
(j) “Company” means THE BLOCK LOGISTICS, its employees, officers, directors, agents, subcontractors, carriers and independent contractors performing freight brokerage services pursuant to the Terms and Conditions.
(k) “Shipment” is the total of the Packages and their contents listed and described on the Bill of Lading, or as amended in subsequent written documentation provided to the Company.
- Agreement to Terms and Conditions. In tendering a Shipment to the Company or otherwise engaging the services of the Company in any other fashion, Customer agrees that the version of the Terms and Conditions in effect at the time the shipment is tendered to the Company will apply to the Shipment, its transportation and the Auxiliary Services, which no agent or employee of the Parties may alter. To the extent the Terms and Conditions conflict with a Bill of Lading or other shipping document, the Terms and Conditions shall control. If the services provided are non-Property Broker Services, then the separate terms and conditions for each respective service shall govern and control. Further, except to the extent the Terms and Conditions conflict with any written agreement
between the Parties, the Terms and Conditions shall supersede any alleged or asserted oral agreement, promise, representation, or understanding between the Parties.
- Limitation of Liability.
(a) Company Services. Except as specifically set forth in these terms and conditions, The Company makes no express or implied warranties in connection with its services.
(b) Force Majeure. The Company shall not be liable for losses, damages, delays, wrongful or missed deliveries or nonperformance, in whole or in part, of its responsibilities under the Agreement, resulting from circumstances beyond the control of either Company or its sub -contractors, including but not limited to: (i) acts of God, including flood, earthquake, tornado, storm, hurricane, power failure or other natural disaster; (ii) war, hijacking, robbery, theft or terrorist activities; (iii) incidents or deteriorations to means of transportation, (iv) embargoes, (v) civil commotions or riots, (vi) defects, nature or inherent vice of the goods; (vii) acts,
breaches of contract or omissions by Customer, Shipper, Consignee or anyone else who may have an interest in the shipment, (viii) acts by any government or any agency or subdivision thereof, including denial or cancellation of any import/export or other necessary license,
(ix) strikes, lockouts or other labor conflicts; or (x) cyber-attacks.
(c) Exclusions. In no event shall the Company be liable for any loss or damage caused by:
(i) Acts, defaults or omissions of the Customer or Consignee, including but not limited to, inadequate or improper packaging, marking, addressing, or providing incomplete/inaccurate shipping instructions, documents or information; or from The Company’s compliance with instructions received by Customer or from any other person authorized to give them;
(ii) The handling, loading, stowage, or unloading when not performed by the Company;
(iii) For return shipments, the Company shall not be liable for any claims for shipments which have been previously unpackaged by Consignee or Customer, are no longer in their original sealed condition, or where the Company did not deliver the original shipment to Consignee; or
(iv) The selection of Carriers for Shipments or service providers for Auxiliary Services.
(d) Limit of Liability. The maximum liabilities set forth herein shall be imposed in all instances, unless the Customer has declared a higher value for the Shipment and paid an excess valuation charge and then only to such declared higher value. In the event that the Company is deemed liable for loss or damage in accordance with the Terms and Conditions, such claims shall be subject to the following maximum monetary recovery(s):
(i) Shipments within the United States. The Company’s legal liability is limited to the USD $0.50 per pound on used machinery, or USD $2.50 for all other cargo, to a maximum amount of $100,000 per trailer used.
(ii) Shipments between the United States and Canada. The Company’s legal liability is limited to CAD $2.00 per pound computed on the total weight of the lost or damaged goods, to a maximum amount of CAD $100,000 per trailer used.
(iii) Shipments between the United States and Mexico. The Company’s legal liability is as established in Item 66 of the Mexican Law On Roads, Bridges and Federal Motor Transportation (“Ley de Caminos, Puentes y Autotransporte Federal”).
(e) No Consequential Damages. In no event shall the Company be liable or responsible for consequential, indirect, incidental, statutory or punitive damages, even if it has been put on notice of the possibility of such damages, or for the acts of third parties.
(f) Bill of Lading. The Company reserves the right to rely on the Bill of Lading, as defined herein, as Customer’s letter of instruction for all modes of transportation provided by the Company.
(g) Third Parties and Routes. Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, the Company shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment; advice by the Company that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person or firm will render such services nor does the Company assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, 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 third party or the agent of a third party; all claims in connection with the Act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company.
- Rates and Charges. Except as provided in any written agreement between the parties, rates and charges for Shipments will be based on actual, volume, or dimensional weight, whichever is greater.
- Quotations Not Binding. Except as set forth in a written agreement between the Customer and the Company, quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company 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 and transportation of the Shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between the Customer and the Company. Customer understands that quotations are provided in reliance on the information furnished to the Company, and are subject to change based on actual weights, commodity, contents, mode of transportation, dimensions, and volumes tendered by the Customer, as well as due to unforeseen or unanticipated costs, occurrences or events which are beyond the
control of The Company.
- Pick Up and Delivery Times. Due to the inherent nature of the transportation business, the Company does not guarantee pick up, transportation, or delivery by a stipulated time.
- Less Than a Truck Load Shipments. Notwithstanding anything herein to the contrary, all shipments handled via Less Than a Truck Load (“LTL”) are arranged by the Company acting as a broker, and not as a freight forwarder. As such, the Company accepts no cargo liability, and all reports correspondence, claim filing and settlement issues are to be pursued with the carrier whom the LTL shipment has been brokered, and are subject to the terms and conditions of that carrier.
- Insurance. Customer may obtain insurance coverage for cargo loss or damage, up to the actual value of the shipment or transaction, by requesting such coverage and agreeing to make payment all premiums and costs, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s).
- Inspection and Security. All Shipments are subject to inspection by the Company, in addition to performing carriers and any duly authorized government entities.
- Prohibited Cargo. There are certain types of cargo that will not be accepted for transport by the Company, or which will not be accepted without the prior knowledge and written approval. These include any Shipment prohibited by law, and those on the prohibited cargo list (the “Prohibited Cargo”) available from the Company. The Company will not be liable for any loss, damage, delay, liabilities, penalties or fines resulting from the transportation of any Prohibited Cargo, however described or mis-described in the Bill of Lading (including unacceptable descriptions such as “FAK”), and no employee or agent of the Company has any authority to waive the limitations herein contained. The Company retains the right to refuse any such Shipment prior to acceptance. In the event the
Company discovers, after acceptance of a Shipment, that the Shipment contains any Prohibited Cargo, it reserves the right to refuse the Shipment, or if already in transit, to refuse to deliver the Shipment to the Consignee. Customer agrees to pay all expenses, freight charges, fines and penalties for said Shipment. Customer further agrees to indemnify and hold harmless the Company from any and all loss, damage, delay, liabilities, penalties or fines arising out of or related in any way to Shipments containing any of the items referred to in this Section.
- Collect on Delivery (C.O.D.) Shipments. Collect on Delivery shipments are not accepted.
- Compensation of Company. The Customer shall pay the Company within the agreed upon terms, and as indicated on the invoice. Customers, Shippers, Consignees, and bill-to parties are jointly and severally liable for the compensation of the Company for its services.
- Costs of Collection. In any dispute involving monies owed, the Company shall be entitled to all costs of collection, including reasonable attorney’s fees and finance charges at eighteen percent (18%) per annum, or the highest rate allowed by law, whichever is less unless a lower amount is agreed to by the Company.
- General Lien and Right to Sell Customer’s Property. The Company shall have a continuing lien on any and all property and documents relating thereto of Customer coming into Company’s actual or constructive possession, custody or control or in transit, which lien shall survive delivery, for all charges, expenses or advances owed to the Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both. The Company may refuse to surrender possession of the goods until all such charges are paid in full. If such amounts remain unpaid for 30 days after the Company’s demand for payment, such property may be sold at public auction or private sale. The proceeds of such sale shall be applied to the amounts owed to the Company, and any surplus will be paid to the Customer, however Customer shall remain responsible for any shortfall.
(a) Notice of Claims. Unless subject to a specific statute, all claims against the Company for a potential or actual loss, must be made in writing and received by the Company, within ten (10) days of the delivery, or scheduled delivery; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by
(i) Apparent Damage Upon Delivery. If the loss or damage to a Shipment is apparent at the time of delivery, Consignee must immediately note such loss or damage on the delivery receipt or other documentation or platform utilized to sign for delivery of a Shipment (i.e. signature on android application, tablet, truck pro, or other shipping documentation utilized as evidence of goods received by Consignee). Apparent loss or damage shall include, without limitation, shortage in the shipment, damage to the package(s), or possible damage to the contents which is ascertainable without inspection of the contents itself.
Consignee may not open package(s) and inspect the contents of the package(s) until Consignee signs for the shipment on the delivery receipt. NOTE: Notations such as “subject to inspection” and “subject to count” are not valid. Failure to note exceptions of actual product loss or damage at the time of delivery on the delivery receipt is prima facie evidence of delivery in good order and condition and shall be an absolute bar to a claim for apparent damage.
(ii) Cargo claims liability for the Carrier will be handled per the provisions of 49 CFR § 14706 and claims filing per the provisions of 49 CFR § 370, et seq. except as detailed in these Terms and Conditions.
(iii) Concealed Damage Upon Delivery. If the loss or damage to a Shipment is not apparent (concealed), the Company must be given written notice within 48 hours from the date of delivery, or in the case of non-delivery, within 48 hours from the date on which delivery should have occurred. Notwithstanding the foregoing, in the case of perishables, the Company must be notified within 48 hours of delivery. If Customer gives the Company notice of Customer’s intention to make a concealed loss or damage claim, the Company shall have the right to inspect the Shipment and all materials used to package or protect the Shipment for transportation at the location where the Shipment was delivered.
(iv) Timeliness of Notice. Unless otherwise provided in an applicable statute, the failure to give timely notice of any loss or damage in accordance with this Section, or the failure to permit or arrange inspection as required herein shall constitute an absolute bar to recovery for any claim for loss or damage. Failure to keep all product and packaging of damaged product, unless otherwise instructed in writing by the Company, may result in non-payment of claim. Further, it is incumbent upon the claimant and all other interested parties to mitigate the damages to the extent that is reasonably possible under the circumstances.
(b) Claims Process.
(i) Time Limit for All Claims. Unless otherwise provided in an applicable statute, all claims for loss, damage, or overcharges must be received in writing by the Company no later than one (1) year from the date of delivery for damage claims, and nine (9) months from the date of shipment for shortage claims, as the case may be. All such claims must include copies of the Bill of Lading, delivery receipt, invoice and any other documents supporting the claim or such claims shall be barred.
Further, there shall be no offsetting of claims and any claimed amounts shall not be deducted from transportation charges due to the Company. No claim will be processed or considered until all transportation charges have been paid in full.
(ii) Salvage Right. In the event the Company pays a claim, the Company shall be entitled to possession of the portion of the Shipment for which the claim was made and shall be under no obligation to return any portion of the Shipment to Customer or other Parties. The Company shall be entitled to salvage any such portion of the Shipment, and shall be under no obligation to return any salvaged proceeds to Customer or other Parties. The failure to provide the salvage shall be a bar to
recovery of such claim. Finally, if the Company pays a claim and Customer or a third party later salvages that portion of the Shipment for which the claim was made, the Company shall be entitled to a refund, up to the amount of the claim paid by the Company.
(iii) Lawsuits Arising from Denied Claims. Unless otherwise provided in an applicable statute, suit to recover for any loss or damage claims must be instituted within one (1) year from the date the claim has been denied in writing, in whole or in part, by the Company, and must be filed in accordance with this Section.
(iv) Address for Notice and Claims. All communication regarding claims are to be sent in writing to the Company, by mail or email, Attn: Claims, P.O. Box 3354, Salt Lake City, UT 84110-3354 or email@example.com.
- Compliance with Laws. The Company conducts its business ethically and in compliance with all laws where it does business. Shipments are subject to all applicable international, federal, state and local laws and regulations.
- Use of The Company Technology. Upon execution of the Company’s “Use of Technology Agreement”, the Customer shall have a limited, revocable, non-transferable and non-exclusive right to use the Company’s technology for the purpose of obtaining information about Shipments during transit and for a reasonable period of time after delivery has been made.
- Logo/Trademark. Customer shall not use the Company’s name, logo, trademarks or trade names in publicity releases, promotional material, customer lists, advertising, marketing or business generating efforts, whether written or oral, without obtaining The Company’s prior written consent.
- Customer’s Warranty. Customer warrants that each Package and Shipment is properly classified and completely described on the Bill of Lading or other relevant shipping documentation furnished by Customer, that each Package and Shipment is properly marked and addressed, is packaged properly and adequately to protect the contents in the normal course of transportation, and except as otherwise noted on the Bill of Lading, is in good order and condition. Customer also warrants its compliance with, and shall furnish such information and attach to the Bill of Lading such documents as are necessary, all applicable laws, rules, and regulations.
20. Indemnification/Hold Harmless. The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability, fines, penalties and/or attorneys’ fees arising from the inaccuracies of information supplied by Customer or its agent or representative, 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, penalties, fines 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.
- Confidentiality. All information provided between the parties is confidential, and may only be shared with those employees and agents with a need to know, and who are responsible for analyzing its contents, and may not be disseminated to any third parties without the express permission of the other party.
- 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. The Company’s decision to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein.
- Governing Law; Consent to Jurisdiction and Venue. These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of Utah without giving consideration to principles of conflict of law.
Customer and Company:
(a) irrevocably consent to the jurisdiction of the United States District Court and the State courts of Utah;
(b) agree that any action relating to the services performed by 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.