The entire agreement between Vibes Solutions, Inc. (“Company”) and the enrolled customer, shipper, and/or consignee, as applicable (“Customer”), consists of:
(i) the terms outlined in any quote provided by the Company to the Customer,
(ii) these Terms and Conditions of Transportation Services, and
(iii) any additional terms and conditions proposed by the Company in writing and signed by the Customer. Collectively, these form the “Agreement.” The Agreement becomes binding when accepted by the Customer, either through acknowledgment or performance by the Company. These Terms and Conditions of Transportation Services apply to all shipments scheduled by the Customer and may be amended from time to time at the Company’s sole discretion. Any terms or conditions proposed by the Customer that are additional to or inconsistent with those in the Agreement are void unless explicitly agreed to in writing by the Company, signed by its authorized representative.
The Company functions as:
(i) a freight broker for U.S. domestic ground transportation and
(ii) a 3PL (Third Party Logistics). The Company is NOT a freight carrier, except when it expressly agrees, in writing, to operate as a non-vessel operating common carrier (NVOCC). The Company reserves the right to refuse to broker or schedule any shipment at its sole discretion.
“Goods” refers to cargo transported under this Agreement, including all items tendered to and accepted by the Company under a single bill of lading.
1. Transportation Documents
Each shipment under this Agreement will be evidenced by one or more transportation documents, including, but not limited to, bills of lading, warehouse receipts, manifests, or any other document purporting to control the custody and/or movement of the Goods (collectively, “Transportation Documents”), which will show the type, quantity, and condition of Goods received and delivered by the Company or its subcontractors at the respective loading and unloading points. In case of any conflict between the terms of this Agreement, the Transportation Document, and the carrier’s General Rules Tariff, the following order of precedence applies:
(i) carrier’s General Rules Tariff,
(ii) the Transportation Document, and
(iii) this Agreement. If a shipment originated outside the U.S., the contract of carriage is with the Company’s subsidiary, branch, or independent contractor who initially accepts the shipment.
These documents are STRAIGHT/NON-NEGOTIABLE, prepared by the Company on behalf of the Customer, and will be considered as having been prepared by the Customer, binding them legally. Any unauthorized alteration or use of a Transportation Document, or tendering shipments to any carrier other than that designated by the Company, shall VOID the Company’s obligations relating to the shipment, including any rate quotes. If the Customer fails to complete all necessary documents or submits improper documents, the Customer authorizes the Company, where permitted by law, to complete, correct, or replace them at the Customer’s expense, though the Company is not obligated to do so. Any substitute Transportation Document completed by the Company will govern the shipment’s terms.
2. Customer Warranties
The Customer represents and warrants that:
(i) they are the legally documented owner of all Goods tendered to the Company, or are authorized to store and control such Goods as indicated in the Transportation Document;
(ii) they will comply with all applicable laws, regulations, and rules (including customs, import/export, hazardous materials, etc.);
(iii) they will provide accurate and timely information regarding each shipment;
(iv) they will furnish all necessary documents to complete the shipment legally;
(v) all items will be clearly marked to enable identification without opening containers;
(vi) they will ensure accurate measurements of all items, understanding that the Company’s rates depend on this information; and
(vii) the Customer’s authorized representative will be identified to the Company and be available to sign any required documents at the point of origination.
The Company assumes no liability for any loss or expense caused by the Customer’s failure to comply with these warranties. Any person or entity acting on the Customer’s behalf warrants they have the authority to bind the Customer. The Customer acknowledges that, unless otherwise agreed, the Company does not acquire title to or assume risk of loss for the Goods during transportation. The Customer indemnifies and holds the Company harmless from any liability, loss, damage, or cost arising from the Customer’s breach of any warranty or from the negligence or willful misconduct of the Customer or their agents.
3. Payment
Charges are payable in U.S. Dollars, due NET 15 days from the date of the Company’s invoice, subject to approval of the Customer’s credit application. Alternative terms may apply if the credit application is incomplete or the Customer’s credit score does not meet the Company’s standards. Payments that are past due will accrue interest at a rate of 1.5% per month or the highest rate permitted by law, whichever is lower. Payments will be applied to the oldest outstanding invoice. If the Company employs an attorney or collection agency for unpaid charges or to enforce the Agreement, the Customer will be liable for a 33% late payment penalty and all legal fees and collection costs.
Payment terms are always subject to credit approval. The Company may conduct a credit check based on the Customer’s enrolment information, and the amount of credit granted is at the Company’s sole discretion. Payments by credit card or electronic funds will incur a 3.5% transaction fee.
All parties involved (shippers, consignors, consignees, third-party freight forwarders, and freight brokers) are jointly and severally liable for the freight charges under this Agreement. The Customer is liable for all charges related to their shipment, including transportation, fuel, accessorial charges, duties, customs assessments, governmental fines, taxes, and legal costs. The Company has a lien on the shipment for any sums due. The Company may amend or adjust the original quote if incorrect information was provided or if additional services were requested or authorized. Disputes regarding charges must be submitted within 30 business days from the invoice date; otherwise, the disputed charges will be denied.
4. Claims
Claims for loss, damage, delay, or non-delivery must be submitted within 120 days of the shipping date, or they will be considered waived. The consignee must retain the original shipping carton and contents for inspection. Acceptance of Goods without noting damage on the delivery notice will be conclusive evidence that the Goods were delivered in good condition.
Filing a claim does not relieve the responsible party of paying freight charges, which must be paid before a claim can be processed. All freight claims should be submitted to the Company promptly. The Company will assist in resolving claims but has no liability for the outcome. Claims will not be reviewed until all charges have been paid. All packaging and containers must be made available for inspection. Insurance claim payments, minus applicable deductibles, will be made in U.S. dollars.
Overcharge claims must be presented within 120 days of the original invoice date. If an account is more than 60 days past due, the Company may apply overpayments or credits against the oldest invoices.
Legal actions must be filed within specific timeframes depending on the type of transportation and claim.
5. Limitations of Liability
The Company’s liability for any loss or damage to a shipment is limited to those outlined in the Transportation Document and the carrier’s General Rules Tariff.
Company’s liability for loss or damage due to its negligence is limited as follows:
• For domestic trucking services, the carrier is primarily liable, and Company’s liability is limited to the lesser of $0.50 per lb. for less-than-truckload (LTL) shipments, or the invoice value of the Goods for full truckload (FTL) shipments, with a maximum of $100,000 per occurrence unless a higher value is declared by the Customer and agreed upon by the Company.
The Company is not liable for any loss or damage caused by the carrier, Customer, or any third party, including those resulting from improper packing, addressing, or violation of Transportation Document provisions. The Company is not liable for losses caused by Force Majeure events or failure to comply with delivery instructions. The Company makes no warranties regarding the services, and will not be liable for special, indirect, incidental, or consequential damages, including loss of profits, even if the Company was aware that such damages could occur.
6. Quotations and Rates
Quotations provided by the Company are for informational purposes only and are subject to change without notice. A quotation does not bind the Company unless it agrees to handle or transport the goods at the specified rates and payment terms. Rate acceptance must be given in writing prior to the booking of goods, and these rates are subject to change by the carrier upon receipt of the goods.
Domestic less-than-truckload (LTL) rates are based on the freight class as determined by the National Motor Freight Classification (NMFC). All transit times for surface transportation are estimates and do not include the day of pickup; surface transportation pickup dates are not guaranteed. Surface transportation rates are based on road legal weight and include a fuel surcharge, unless specified otherwise. This fuel surcharge may fluctuate. Overweight containers may incur additional charges. Rates are also subject to
(i) chassis usage surcharges, chassis splits, lift charges, and repossession charges, if applicable, and
(ii) any increases in General Rate Increases (GRI), Peak Season Surcharges (PSS), port congestion fees, Bunker Adjustment Factors (BAF), or other accessorial charges imposed by the carrier, without prior notice.
All guaranteed LTL services are governed solely by the carrier’s General Rules Tariff.
The Company’s compensation for its services and advances will be in addition to all third-party rates and charges, including, but not limited to, customs formalities, examination fees, and charges for handling, transporting, loading, unloading, storing, clearing, entering, delivering, or distributing the goods. This compensation excludes any brokerage fees, commissions, dividends, or other revenue the Company may receive from insurers or other parties. A 3% advance cash outlay will apply if the Company pays any charges on behalf of the customer.
7. Cargo Insurance
The Company will not purchase or hold cargo insurance unless it has explicitly agreed in writing with the customer. The customer may, at their expense, purchase a shipper’s interest insurance policy, where available. In such cases, the Company will act solely as the customer’s representative in assisting them to enter into a separate contract for insurance with the insurance carrier.
By purchasing a shipper’s interest insurance policy, underwritten by a third-party insurer, the customer will receive an insurance certificate reflecting coverage equal to the declared value of the goods in transit, subject to the policy’s terms and conditions.
Failure to purchase cargo insurance will limit the customer’s recovery to the terms outlined in the carrier’s General Rules Tariff.
Once the insurance policy is purchased and approved, including cargo insurance coverage acceptance, a certificate of insurance will be issued to the designated certificate holder by the end of the next business day.
The Company is not an insurance provider and does not offer or provide insurance. It holds no responsibility or liability regarding the issuance or denial of insurance nor in the payment of claims. In the event of cargo loss or damage, the certificate holder must contact the claims agent listed on the certificate immediately. If loss or damage is visible, it must be noted on the transportation document or delivery receipt. If the loss or damage is concealed, the certificate holder must contact the claims agent within five (5) calendar days after receiving the goods. If the insurer disputes liability or refuses to settle a claim, the customer agrees that the Company will not be held responsible.
8. Right to Reject Requests for Shipping Services
The Company reserves the right to reject any request for shipping at its sole discretion. Shipments containing any item considered a restricted article or hazardous material by the Department of Transportation (DOT), will not be accepted. Shipments that cannot be legally or safely transported include, but are not limited to:
• Animals
• Plants
• Chemicals
• Perishables
• Currency
• Precious Metals
• Explosives
• Precious Stones
• Liquor
• Negotiable items in bearer form
9. Obligations of the Company
The Company agrees to provide freight brokering services on a non-exclusive basis, performed in a professional and workmanlike manner. The Company affirms that it holds all necessary licenses, permits, and authorizations required to provide the described services and is qualified and authorized to fulfill its obligations under this agreement.
The Company will ensure that any carriers engaged to transport goods will (i) maintain all required insurance as per applicable law, and (ii) remain duly licensed and authorized to lawfully transport goods.
The Company will comply with all applicable laws and regulations in the performance of its freight services and will provide the customer with activity and other reports upon request.
10. Independent Contractor
The Company shall act as an independent contractor in relation to the customer. Nothing in this agreement should be interpreted as altering that relationship. The Company’s agents and employees are not considered employees or agents of the customer. The customer will not have control over the individuals providing services on behalf of the Company. Similarly, employees or agents of the customer will not be deemed employees or agents of the Company.
The Company may engage subcontractors as it deems necessary, but these subcontractors will remain under the Company’s control, and will be managed solely by the Company.
11. Carrier’s and Warehouseman’s Lien
The customer acknowledges that the Company and its subcontractors have a general lien on all goods handled under any transportation document. This lien may be enforced by public or private sale, with or without a judicial hearing. The customer will be provided fair notice (at least ten (10) days) prior to any proposed sale or disposition of the goods. Any surplus from such a sale will be returned to the customer, after deducting any amounts owed to the Company. The customer will remain liable for any deficiency.
The customer also grants the Company a security interest in the goods until all liabilities to the Company are fully satisfied. If the customer breaches any obligations, the Company may withhold delivery of goods and exercise rights as a secured party under applicable laws, including filing financing statements on the goods without the customer’s signature.
12. Force Majeure
The Company will not be held liable for delays or failures in performance caused by circumstances beyond its control, including, but not limited to, acts of God, government actions, public enemies, customs issues, war, strikes, sabotage, fire, floods, mechanical failure, weather conditions, and other unforeseen events. Such delays or failures will not constitute a breach of this agreement or any transportation document.
13. Non-Exclusivity
The customer acknowledges that this agreement is non-exclusive. The Company may provide similar services to other companies, and the customer may seek logistics services from other providers, as long as these actions do not interfere with the performance of this agreement.
14. Miscellaneous
This agreement is binding on both the Company and the customer, as well as their representatives, successors, and permitted assigns. Neither party may assign this agreement without written consent from the other. A failure to enforce any provision of this agreement does not waive the right to do so in the future. This agreement supersedes all prior discussions, representations, or agreements regarding its subject matter and can only be amended by written agreement signed by both parties. If any part of these terms is deemed unenforceable, the remaining provisions will remain valid and enforceable.