1. Shippfreight Logistics
These Logistics Terms specify the terms and conditions under which Shippfreight will serve as a key logistics supplier to arrange for carriers (each a “Carrier”), and Shippfreight reserves all rights to arrange, engage, and alter Carriers for Shipments (as defined below), to perform carriage and related services, as further described below, for the Commerce Partner’s Shipments (the “Logistics Services”). While part of the Logistics Services is engaging Carriers, Shippfreight is a broker, licensed with the U. S. Department of Transportation under USDOT No. 3250763, and duly registered with the Federal Motor Carrier Safety Administration under MC-1022985. Shippfreight is not a Carrier and will not perform the Carrier services itself, issue bills of lading, pack, load, possess or take title to the freight, or control the means or methods of the transportation; provided however, as a key logistics supplier to Commerce Partner:
(a) Shippfreight may arrange and coordinate Logistics Services for Commerce Partner, and/or as further described in an Order Form, in respect of some or all the following Logistics Services:
Ocean freight;
United States surface transportation in the continental U.S.;
Coordinating Import and Export between and among nations around the globe;
Arranging storage; and
Other Logistics Services, as mutually agreed.
(b) And further, in connection with providing Logistics Services as a key logistics supplier, Shippfreight shall:
Vet, select and engage logistics service providers (forwarders, carriers, brokers, transportation companies, importer of record, customs brokers);
Negotiate agreements with selected logistics service providers on key terms including price and performance;
Coordinate with to schedule Shipments for pick-up and delivery at key locations;
Coordinate storage of items as they wait for customs clearing and customer acceptance, it being understood and agreed that accessorial charges, including but not limited to detention, demurrage, or storage fees, are earned by Shippfreight as they are incurred;
Communicate status of Shipments and estimated delivery times to Commerce Partner; and
Serve as the first and primary point of contact should any issues arise, including but not limited to delays, damage, lost Shipments and customs problems; provided however, that Shippfreight is not responsible for indirect damages resulting from the loss therefrom. In any event, Shippfreight liability is limited to the fees charged for such Logistics Services on an individual shipment basis.
Further, Commerce Partner agrees and acknowledges that it has been offered Shipping Protection (as described in the Order Form), and to the extent waived, Commerce Partner has done so voluntarily, and Commerce Partner assumes any and all risk of loss for any reason whatsoever.
2. Commerce Partner Responsibilities
Commerce Partner will provide timely and accurate delivery instructions and description of the cargo, including any special handling or security requirements, for any Shipment.
Commerce Partner will load and secure the cargo safely, securely and in conformance with industry standards, unless Commerce Partner and Shippfreight agree that Carrier will load and secure the cargo.
Commerce Partner will not use Shippfreight Shipping for Hazardous Materials, as defined in the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., as amended, and the regulations of the U.S. Department of Transportation made thereunder, unless Commerce Partner and Shippfreight otherwise agree.
Commerce Partner will comply with all applicable federal, state, and local laws and regulations pertaining to the Shipments utilizing Shippfreight Shipping. Specifically, with respect to international Shipments, Commerce Partner is responsible for compliance with all local and international shipping and customs regulations.
Commerce Partner shall not duplicate, copy, reproduce, sell, resell, or exploit any portion of Shippfreight Shipping, or otherwise use or access Shippfreight Shipping without the express written permission of Shippfreight. Commerce Partner shall not use Shippfreight Shipping for any illegal or unauthorized purpose.
Shippfreight Shipping shall only be used in association with an Shippfreight Order. An “Order” is a single transaction instruction for a Shipment order entered on the Shippfreight Platform or otherwise made available to Commerce Partner by Shippfreight. Shipping labels may not be transferred or sold to a third party. Commerce Partner is permitted to charge or pass through shipping costs to its customers at Commerce Partner’s sole discretion.
For the avoidance of doubt, the following types of information are included within Shippfreight Provided Confidential Information (as defined in the Business Community Terms): any terms in the Order Form or any confidential or proprietary information Commerce Partner learns about Shippfreight in the course of performing the Logistics Services under this Agreement, including but not limited to software, business methods, customer lists, Carrier lists, or the rates, valuation, origin, destination and consignee identity for any Shipment within the scope of the Logistics Services.
3. Carrier Terms
A “Shipment” is merchandise transported under the terms of a single bill of lading or waybill, irrespective of the quantity or number of packages, containers, or pieces. One Shipment corresponds to one tracking number from a Carrier or single order number from Shippfreight for a Shipment.
Commerce Partner’s use of Shippfreight Shipping for Shipments is subject to the tariffs, rules, and terms and conditions of each Carrier (the “Carrier Terms and Conditions”), and Commerce Partner is responsible for compliance with the applicable Carrier Terms and Conditions, which include but are not limited to the following:
UPS - The HYPERLINK "https://www.ups.com/assets/resources/media/en_US/terms_service_us.pdf"UPS Tariff / Terms & Conditions of Service and the HYPERLINK "https://www.ups.com/assets/resources/media/UTA_with_EUR.pdf"UPS Technology Agreement. See the HYPERLINK "https://www.ups.com/assets/resources/media/en_US/daily_rates.pdf"UPS Rate & Service Guide for the latest published rate information.
USPS – USPS HYPERLINK "https://www.usps.com/ship/shipping-restrictions.htm"Shipping Restrictions and HYPERLINK "https://pe.usps.com/text/dmm300/dmm300_landing.htm"Mailing Standards.
ABF - HYPERLINK "https://arcb.com/sites/default/files/Resources/ARC111_20191126.pdf"ABF’s ARC Rules Tariff.
DHL - HYPERLINK "https://www.logistics.dhl/us-en/home.html"DHL’s Terms and Conditions of Carriage.
As between Commerce Partner and Shippfreight, the terms and conditions of any freight documentation used by a Carrier will not supplement, alter, or modify the terms of this Agreement.
4. Fees
Commerce Partner agrees that it shall pay the applicable fees for all orders shipped using Shippfreight shipping in connection with the logistics services provided by Shippfreight and facilitated on the Shippfreight platform or via any other platform through which such logistics services are provided (the “fees”). All fees shall be charged to Commerce Partner’s Shippfreight shipping invoice, according to the payment terms, unit price, transaction charge, minimum charge, and any other charges noted in the Shippfreight Commerce Partner order form (as defined in the Shippfreight Business Community Terms). Commerce Partner is responsible for any applicable taxes associated with the fees.
Some Fees may be based on the Gross Revenue (as defined in the HYPERLINK "https://www.inxeption.com/terms/inxeption-business-community-terms"Shippfreight Business Community Terms) of the Order.
If Commerce Partner creates a Shipment based on transactions completed outside the Shippfreight Platform itself but as otherwise made available to Commerce Partner by Shippfreight, Commerce Partner shall enter the Gross Revenue of the Order into the Shippfreight Platform or otherwise provide to Shippfreight such information as instructed by Shippfreight. Also, Commerce Partner agrees to provide notification the same business day and in no event more than 24 hours after placing a logistics pickup order through any portal used in connection with Shippfreigh performance of the Logistics Services. If Gross Revenue is not entered or Shippfreight is notified anytime after 24 hours, Shippfreight reserves the right to charge a $200 processing fee per Order in addition to the actual shipping cost.
Shippfreight reserves the right to review and adjust Fees (“Fee Changes”). Shippfreight shall communicate any Fee Changes to Commerce Partner via email prior to any Fee Changes taking effect. Commerce Partner’s continued use of Shippfreight Shipping after the Fee Changes go into effect constitutes Commerce Partner’s agreement with the Fee Changes.
In the case of an Order with a total shipping charge that is more than 50% of the Shipment’s Gross Revenue, Commerce Partner shall pay the full cost to Shippfreight from the Carrier for the Shipment.
For shipping parcel, an additional charge applies for packages that are considered large (“HYPERLINK "https://www.ups.com/us/en/help-center/billing-payment/avoid-charges.page"Large Package Surcharge”). Additionally, Shipments that exceed the weight or size restrictions set forth in a Carrier Terms and Conditions may be subject to Over Maximum Limit charges (“Over Max Charges”) that are in addition to all other applicable charges including but not limited to the Large Package Surcharge. Commerce Partner is solely responsible for paying the Large Package Surcharge and Over Max Charges. Shippfreight may bill Commerce Partner for these charges in subsequent Shippfreight Shipping invoices after Shippfreight receives an invoice detailing the charges from the Carrier.
For any Shipments, additional charges (“Surcharges”) may apply if You did not meet the specifications or conditions required, if the Shipment was declined or if Shipment is subject to excess charges. Commerce Partner is solely responsible for paying the Surcharges. Shippfreight may bill Commerce Partner for these Surcharges in subsequent Shippfreight Shipping invoices after Shippfreight receives an invoice detailing the charges from the Carrier.
Commerce Partner authorizes Shippfreight to withdraw from Commerce Partner’s bank account currently used to pay for Commerce Partner account via ACH or similar manner, any Fees incurred in relation to Shippfreight Shipping, in accordance with these Logistics Terms. Commerce Partner agrees to maintain its bank account or other payment information up-to-date and current at all times. If Commerce Partner’s account is overdrawn, has insufficient funds or if Shippfreight is otherwise not able to collect payment from Commerce Partner for the invoiced Fees, Commerce Partner shall not be able to purchase any postage, shipping labels or services through the Shippfreight Platform until such Fees are paid and Commerce Partner shall be charged a $200 processing fee. Commerce Partner will be responsible for payment in the event Shippfreight is otherwise unable to collect payment from Commerce Partner. Shippfreight shall inform Commerce Partner of any overdue Fees via email or via the Commerce Partner’s Shippfreight Platform.
Commerce Partner has fourteen (14) calendar days from receipt of an Shippfreight Shipping invoice to dispute any Fees. Commerce Partner hereby waives the right to object to any invoice that it fails to dispute within fourteen (14) calendar days after the date of the invoice. Any dispute must be submitted to Shippfreight via the Commerce Partner’s Shippfreight Platform or via email to HYPERLINK "mailto:accounting@inxeption.com" accounting@Shippfreight.com. Shippfreight shall not provide refunds for unused shipping labels.
For Orders shipped using Shippfreight Shipping, the associated Shipments may be audited for total Gross Revenue, weight, dimensions, mail class, package type and zip or postal code. If an audit reveals that the Order does not accurately represent the goods shipped, Commerce Partner shall be charged for the cost of the audit, the actual shipping cost and any additional Fees imposed by the Carrier.
If a Shipment is determined to be undeliverable by the Carrier, Commerce Partner may be contacted to determine whether to have the Shipment returned or abandoned. Commerce Partner is responsible for all Fees associated with returned or abandoned Shipments, regardless of whether Commerce Partner has approved the return or abandonment of the Shipment. Undeliverable Shipments may result in additional fees from the Carrier, for which Commerce Partner shall be responsible.
Shippfreight shall not be obligated to credit Fees for any of the following, unless otherwise mutually agreed in writing:
Lost or damaged Shipments;
Delayed Shipments;
Misdirected Shipments; or
Shipments refused delivery by recipient.
Shippfreight shall not be responsible for any local customs charges, import taxes or duties or any similar charges related to Commerce Partner’s Shipments. If any such charges become due as a result of Commerce Partner’s use of Shippfreight Shipping and are charged to Shippfreight by any competent authority, Commerce Partner agrees to reimburse Shippfreight fully in respect of the same within seven (7) calendar days of Shippfreight demand.
For cancelling Orders and associated Shipments, Commerce Partner shall abide by the following:
For freight, if Commerce Partner does not cancel the Shipment in a timely manner and the Carrier arrives for pick-up, Commerce Partner agrees to reimburse Shippfreight for any Fees that the Carrier may impose.
Commerce Partner shall cancel the Order in the Shippfreight Platform and cancel the Shipment by contacting Shippfreight directly prior to pick-up by Carrier. If Commerce Partner does not cancel the Shipment in a timely manner and the Carrier arrives for pick-up, Commerce Partner agrees to reimburse Shippfreight for any Fees that the Carrier may impose.
If Commerce Partner cancels the Order but does not cancel the associated Shipments and the Shipments are picked up by the Carrier, Commerce Partner shall be charged the applicable Fees for the Order. If Commerce Partner cancels the Shipment but does not cancel the associated Order, Commerce Partner shall be charged the applicable Fees.
5. Liability
(a) No Cargo Liability of Shippfreight. Commerce Partner will bring all cargo loss or damage claims directly against the Carrier that carried the cargo, and not against Shippfreight. Shippfreight will have no liability for cargo loss or damage. Shippfreight will provide commercially reasonable efforts to facilitate claims handling between Commerce Partner and Carrier.
(b) Limitation of Cargo Liability against Carriers. A Carrier’s liability for cargo loss or damage shall be governed by the applicable Carrier Terms and Conditions, which may limit Carrier’s liability and may set forth specified services under specified rates and conditions, and waive certain rights and responsibilities as provided in 49 USC § 14101(b)(1). Commerce Partner may purchase Shipping Protection as provided in the Shippfreight Commerce Partner Order Form subject to the limitations therein.
(c) Indemnity. Commerce Partner agrees to indemnify and hold Shippfreight and (as applicable) Shippfreight partners, officers, directors, agents, subsidiaries, affiliates, and employees, harmless from any claims, demands, obligations, charges, proceedings, actions, causes of actions, suits, liabilities, losses, damages, fines, judgments, penalties, fines, payments, costs and expenses (including reasonable legal fees), arising out of or in any way relating to with:
any unauthorized use of Shippfreight Shipping;
Commerce Partner’s breach of these Logistics Terms or any of the documents it incorporates by reference;
any negligent or more culpable action or inaction of Commerce Partner, to the extent of its negligence or greater culpability;
Commerce Partner’s violation of any law or the rights of a third party;
Commerce Partner’s actions or omissions related to Shippfreight Shipping;
Commerce Partner’s failure to return any Shippfreight Provided Confidential Information (as defined in the Shippfreight Business Community Terms);
Commerce Partner’s failure to take any action or comply with any requirement of an end Carrier; and/or
Commerce Partner’s data uploaded to the Platform, whether uploaded by or on behalf of Commerce Partner.
(d) Limitation of Liability. COMMERCE PARTNER AGREES THAT IN CONNECTION WITH ANY AND ALL SERVICES PERFORMED BY SHIPPFREIGHT, SHIPPFREIGHT SHALL ONLY BE LIABLE FOR ITS NEGLIGENT ACTS, WHICH ARE THE DIRECT AND PROXIMATE CAUSE OF ANY INJURY TO COMMERCE PARTNER, AND SHIPPFREIGHT SHALL IN NO EVENT BE LIABLE FOR THE ACTS OF THIRD PARTIES, INCLUDING CARRIERS. IN ANY EVENT, SHIPPFREIGHT’S LIABILITY FOR ANY LOSS OR DAMAGE SHALL BE LIMITED TO THE PRICE ACTUALLY PAID TO SHIPPFREIGHT FOR THE INDIVIDUAL ORDER GIVING RISE TO THE LIABILITY.
(e) Disclaimers. SHIPPFREIGHT PROVIDES ACCESS TO SHIPPFREIGHT SHIPPING ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY ANY AND ALL APPLICABLE LAWS, SHIPPFREIGHT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING SHIPPFREIGHT SHIPPING. SHIPPFREIGHT DISCLAIMS ALL CONDITIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT MAY ARISE BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
(f) No Consequential Damages. IN NO EVENT SHALL SHIPPFREIGHT BE LIABLE TO COMMERCE PARTNER FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, STATUTORY OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN PUT ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SHIPPFREIGHT SHIPPING.
(g) Force Majeure. Neither party shall have liability if it is prevented from or delayed in performing its obligations (other than its obligation to pay hereunder) or from carrying on its business by acts, events, omissions or accidents beyond its control, including strikes, lock-outs or other industrial disputes, governmental acts or orders or restrictions, cyber-attacks, information security and data breaches caused by third parties, failure of cloud services, failure of suppliers, failure of a utility service or transport network including reduction in bandwidth, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors or any other force majeure event.
6. General
The general terms located in Section 18 (General) of the HYPERLINK "https://www.inxeption.com/terms/inxeption-business-community-terms"Shippfreight Business Community Terms, apply to Shippfreight Shipping, as if set forth herein.
