TERMS AND CONDITIONS
All services provided by TRANSPORTATION SOLUTIONS GROUP, LLC d/b/a redwood MULTIMODAL and /or its subsidiaries (“Redwood”) for YOU, the “Customer,” which term shall include the person or entity for which services are performed, its agents and/or representatives, including without limitation, shippers, exporters, importers, senders, receivers, owners, consignors, consignees, carriers, secured parties, warehousemen, manufacturers, distributors, insurers, underwriters, transferors or transferees of shipments, will be handled by Redwood according to the terms and conditions set forth herein (“TERMS” or “AGREEMENT”). REDWOOD reserves the right, in its sole discretion, to refuse any shipment at any time.
Parties. You establish yourself as a Customer of Redwood by tendering freight to Redwood. Redwood is a registered transportation freight broker with the FMCSA under docket number MC-412533. Redwood functions as an independent entity and not as a motor carrier or freight forwarder within the meaning of USC Title 49 or the Mexican Law of Roads, Bridges and Federal Motor Transportation and its regulations. Redwood contracts with various third-party freight carriers (“Carrier(s)”) on behalf of Customer for the purpose of arranging transportation of Customer’s goods in interstate and foreign commerce. Redwood and Customer may be referred to herein individually as a “Party” and collectively as the “Parties.”
Independent Contractor. Redwood (including Redwood’s employees, agents, consultants or subcontractors) is not an employee, agent, joint venture or partner of Customer and performs its services hereunder as an independent contractor.
Application of Terms and Conditions. Customer agrees that these Terms constitute a legally binding contract and all services performed by Redwood shall be exclusively governed by this Agreement. This Agreement shall override any and all previous terms and conditions in any agreement and any conflicting provisions contained therein. Customer acknowledges and agrees that it is responsible for providing notice and a copy of these Terms to all of its agents or representatives.
Documentation. Customer shall complete all appropriate documents required for carriage, in light of the services being sought, and the pickup or destination requested. If Customer fails to timely or properly complete the appropriate documents, Redwood may, at its option but without obligation, complete, correct or replace the documents at Customer’s expense. If a substitute form of bill of lading is needed to complete delivery of the shipment for any reason and Redwood completes that document, the terms of the completed bill of lading will govern. Redwood shall be exonerated from all liability to Customer or any other person for any actions or non-actions taken on behalf of Customer, including without limitation, liability attributable to Redwood’s negligence. All bills of lading are NON-NEGOTIABLE and have been prepared by Customer, or by Redwood on behalf of Customer in accordance with Customer’s instructions, and shall be deemed, conclusively, to have been prepared by Customer.
Customer Warranties. Customer represents and warrants that at all times during the term of this Agreement, it will be in compliance with all applicable laws, rules, and regulations, including without limitation, applicable laws, rules and regulations relating to weight, marking, classification, licensing, transporting hazardous materials, customs, import and export required by country to, from, through or over which the shipment may be carried. Customer agrees to furnish such information and complete and attach to the bill of lading such documents as are necessary to comply with such laws, rules and regulations. Any individual or entity acting on behalf of Customer in scheduling shipments or undertaking any other performance hereunder warrants and represents that he, she or it has the right to act on behalf of and legally bind Customer. Redwood assumes no liability to Customer or to any other person for any loss or expense due to the failure of Customer to comply with this provision, and Customer shall defend, indemnify and hold Redwood harmless for any claims or damages resulting from violation of this provision, including attorney’s fees and costs incurred by Redwood.
Rates. Rates are based on dock door pickup/dock door delivery and shipper load/consignee unload and are mileage based. Customer must tender this load to Carrier at the agreed upon rate, or pay a “truck ordered, not used.” The Mexico linehaul portion of the rates do not include toll charges. U.S. linehaul rates and/or foreign carrier charges do not include border crossing fees, duties or broker fees (If not agreed to and quoted separately in writing). Total rate column may not be exact. To be precise, zip codes for origin, stop-offs, and destination must be provided. Do not use estimated miles to calculate final cost. In the event additional stops are added to flat rated pricing, additional mileage will be billed at the applicable rate plus a stop charge applied. Accessorial charges, fuel surcharges, and minimum charges may affect the total charge per trip. See attached rules for free days and delay charges at border crossings. Truckload maximum weight of 45,000 pounds. Mileage listed in rate quotes, pricing proposals and/or spot agreements is for informational purposes only. The applicable mileage shall be determined from the mileage source designated for the customer using the zip codes provided on the customer’s bill of lading at the time of shipment.
Payment Terms. Customer, including payment terms and credit limits, is subject to credit approval. Customer grants Redwood the right to perform credit and background searches as Redwood deems necessary. The amount of credit, if any, granted to Customer shall be determined at the sole and absolute discretion of Redwood. Customer is liable for all charges payable on account of such Customer’s shipment, including without limitation, transportation, fuel and other applicable accessorial charges, any charges or adjustments issued by Carrier(s) after the shipment, all duties, customs assessments, governmental penalties and fines, taxes and Redwood’s attorney fees and legal costs allocable to the shipment and/or all disputes related thereto. All charges are payable in U.S. Dollars and are due and payable seven (7) days from invoice date unless special payment terms are agreed to in writing. Redwood reserves the right to amend or adjust charges and to re-invoice Customer if the original quoted amount was based upon incorrect information provided at the time of the original quote or if additional services by the Carrier were required, or were otherwise authorized by Customer, to perform the pickup, transportation or delivery function other than contemplated by the bill of lading.
Cargo Liability. Cargo loss and damage liability shall be determined by the location where the loss or damage occurred. For domestic truckload shipments moving from an origin and destination within the contiguous U.S., liability shall be governed by 49 U.S.C § 14706 and will be limited to the actual value not to exceed $100,000 USD per shipment. For cargo loss or damage occurring within Mexico, a border gateway commercial zone of Mexico or otherwise under Mexican jurisdiction, Redwood’s and the Carrier’s liability shall be limited to an amount equal to fifteen times the then current Unit of Measure and Update, as published in the Mexican Federal Official Gazette, per metric ton of affected cargo or the proportional share if less than a metric ton was affected, regardless of any through bill of lading, rate confirmation sheet, carta de porte, service order or other similar document. Redwood’s and/or the Carrier’s liability for cargo loss or damage may solely be increased with the prior written acceptance of Redwood and in any event limited to that accepted amount, provided that Customer: (i) declares the shipment’s value to Redwood at least 72 (seventy-two) hours in advance of the shipment’s pickup appointment; and (ii) pays the corresponding additional fee, which Redwood shall quote and Customer shall accept before the shipment’s pickup. Customer hereby waives any right it may have under article 67 of the Mexican Law of Roads, Bridges and Federal Motor Transportation. In any event, any loss or damage to cargo with an origin or destination to Mexico shall be presumed to have occurred in Mexico absent clear and convincing proof to the contrary.
Insurance. Customer will look solely to its own insurance, a Shipper’s policy, or insurance provided by Carrier for damage to goods in transit. Customer shall be responsible for procuring insurance for the goods above the limitations provided in this Agreement. Redwood does not carry insurance for Customers.
Limitations of Liability. Redwood is not liable for any loss, damage, late delivery, misdelivery or non-delivery, including consequential damages, caused by: (i) the act, default or omission of Carrier, Customer or any other party who claims interest in the shipment; (ii) the nature of the shipment or any defect thereof; (iii) violation(s) by Customer of any provision of this Agreement, the bill of lading; (iv) acts of God, perils of the air, public enemies, public authorities, acts or omissions of Customs or quarantine officials, war, riots, strikes, labor disputes, shortages, weather conditions or mechanical delay or failure of vehicles, aircraft or other equipment; (vi) the acts or omissions of any person other than employees of Redwood; or (vi) the selection of Carrier for a particular shipment. Customer acknowledges that in order to provide competitive rates for the services, that the Parties have agreed, as a material term of this Agreement, that the risk of loss or damage incurred as a result of Redwood’ alleged liability shall be limited to the fees that Redwood has earned with respect to the subject shipment.
Waiver. Failure by either Party to strictly enforce any provision of this Agreement shall not constitute a waiver or estoppel nor preclude either Party from subsequent enforcement of any or all provisions hereof.
Execution. This Agreement shall be binding upon receipt by Redwood of Customer’s acknowledgment of its intent to be bound thereby, as evidenced by its signature on this Agreement, tendering of freight to Redwood or by other acknowledgment by Customer.