Redwood SCS Terms and Conditions

Terms and Conditions
These terms and conditions govern 3PLogic, LLC d/b/a/ Redwood Supply Chain Solutions (“Redwood”) providing of services to you (“Services”). By accepting the services of Redwood, you agree to the below terms. References to Company or You shall refer to the entity agreeing to receive Redwood’s services. These terms and conditions may be amended at any time with or without notice. If You have an existing written agreement covering the Services, the provisions of your agreement control over these Terms and Conditions in the event of a conflict.

Nature of Relationship
Redwood functions as an independent entity and not as a carrier or freight forwarder within the meaning of U.S.C. Title 49. Redwood will contract with carriers on behalf of Company for the purpose of arranging for the transportation of Company’s shipments in interstate commerce.
It is understood that Redwood (including any and all employees, agents, consultants or subcontractors), in performance of this Services, is acting as an independent contractor and nothing in these Terms and Conditions shall be interpreted or construed as creating or establishing an employment relationship, partnership, joint venture or agency relationship between Redwood and Company. Redwood shall retain exclusive control of the manner and means of performing its operations, duties and responsibilities hereunder. Each party shall be solely responsible for the supervision, direction and control of its employees and payment of their salaries and wages (including withholding of appropriate payroll taxes), workers’ compensation, disability, health insurance and other benefits. Nothing in these Terms and Conditions shall be construed as making either Party the agent of the other party and neither Party has or shall be deemed to have the authority to bind, commit or contract for or otherwise obligate the other party in any manner whatsoever without the prior written consent of the other Party. Furthermore, it is expressly understood that Redwood has no fiduciary obligation to Company, but instead a contractual one described by the terms of these Terms and Conditions. Company expressly agrees that under no circumstances shall this contractual role be compromised or inaccurately represented.

Limitations of Liability
Full truckload shipments. Liability for cargo loss and damage is limited to the actual loss or one hundred thousand dollars ($100,000.00) per shipment or conveyance, whichever is less.
Less-than-truckload and intermodal shipments. Liability for cargo loss and damage shall be subject to the published terms, conditions or provisions, service guides, tariffs or other publications of the applicable carrier, including without limitation the released rates, or as specified in the appropriate schedule or attachment when specifically utilizing member carriers for LTL shipments.

Payment Terms
Company shall pay all invoices within thirty (30) days from invoice date via ACH, EFT or check. If any invoiced amount is not received by Redwood by the due date, then without limiting Redwood’s other right or remedies, those charges may accrue late interest at a rate of one and one-half percent (1.5%) of the outstanding balance per month of undisputed amounts (or, if less, the maximum rate permitted by applicable law). Company agrees that disputed charges, if any, shall not be a basis for withholding payment by Company on non-disputed items.
Fees are exclusive of any taxes, levies, duties or similar government assessments of any nature assessable by any jurisdiction whatsoever (collectively “Taxes”), which such Taxes shall be the sole responsibility of Company.

No Warranty
EXCEPT AS EXPRESSLY PROVIDED HEREIN, REDWOOD MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE, AND REDWOOD SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING WITHOUT LIMITATION, ADVICE OR STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF SERVICES OR REDWOOD SOLUTION, NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE LIMITED WARRANTIES PROVIDED HEREIN.

Governing Law and Venue
These Terms and Conditions shall be construed in accordance with the statutes and laws of the State of Illinois, without regard to its conflict of laws provisions. In the event of any disagreement or dispute, the laws of the State of Illinois shall apply. All such disagreements or disputes shall be submitted to the court of proper jurisdiction in the State of Illinois and the Company hereby agrees to submit to the exclusive jurisdiction of the courts located in the County of Cook, State of Illinois.

Confidentiality
In connection with these Terms and Conditions, the Company may disclose or may learn of or have access to certain Confidential Information (as defined below) of the other Redwood (including its affiliates, suppliers, clients or subcontractors). For purposes hereof, “Confidential Information” means these Terms and Conditions, pricing, and all non-public information (whether or not prepared by the Redwood and whether or not marked or designated as “confidential” or “proprietary”), written or oral, disclosed, directly or indirectly, through any means of communication. The Company agrees to: (a) protect and hold the Confidential Information of the Redwood in confidence with at least the same degree of care used to protect its own confidential and proprietary information (but in no event shall such care be less than reasonable care) and (b) not use (except as necessary to perform its obligations for the Services), publish or disclose such Confidential Information for its own benefit or for the benefit of any other person, firm, corporation, partnership, association, entity or enterprise in a manner inconsistent with the purpose of the Services. In the event that the Company is requested or required by law, rule, regulation, or any court order or similar administrative, regulatory, self-regulatory or similar legal process to disclose any Confidential Information, the Company shall provide Redwood with written notice of such request or requirement as promptly as practicable and shall cooperate with Redwood to obtain a protective order or other appropriate remedy. In the event that a protective order or other remedy is not obtained, the Company may disclose only the portion of Confidential Information that is requested or required to be disclosed. The terms and provisions hereof shall be retroactive to the date that Company shall have first gained access to, received or come into contact with any Confidential Information of Redwood.