CJ Logistics Transportation, LLC

Asset-Based Transportation Terms & Conditions

1. SERVICES & RATES: Carrier agrees to transport for and to deliver on behalf of Shipper the types of goods, described in Bill of Lading, which are either tendered for transportation by Shipper or are to be delivered to Shipper at Shipper’s request (the “Services”) at the rates set forth in Exhibit A. Carrier shall provide Shipper transportation Services as described on a Statement of Work or shall dedicate equipment for the use by Shipper. Unless otherwise stated within this Agreement or attachments hereto, it is understood and agreed between the parties that this is a non-exclusive agreement, and Carrier is free to accept goods for transportation from other customers and Customer is free to tender goods for transportation to other carriers.
2. TERM & TERMINATION: The term of each Agreement shall be for a period of one (1) year from the Effective Date (the “Initial Term”) and shall continue thereafter on a month-to-month basis (each, a “renewal term”, and together with the Initial Term, the “Term”). Either Party may terminate this Agreement for any reason by providing thirty (30) days’ notice of termination to the other Party. Either Party may terminate this Agreement immediately for any breach which continues for fourteen (14) days from the date the breaching Party received notice of such breach. Should CJLT terminate the Agreement for Customer’s breach, CJLT may charge Customer (if applicable) for any start-up expenses, capital expenditures, lease commitments and other costs and expenses CJLT incurred in reliance on the Term of this Agreement. If this Agreement is terminated for any reason, Sections 2, 3, 5, 6, 8, 9, 10, 11, 12, 13 shall survive.
3. PAYMENT TERMS: Company shall invoice Customer promptly upon the performance of services and payment of each invoice shall be made by Customer within fifteen (15) days after the invoice delivery date. All invoices not paid in accordance with this Section, will be subject to a late fee of 1.5% per month or the maximum rate then allowable pursuant to applicable law, whichever is greater. If it becomes necessary for Company to utilize a collections agency or attorney to assist in collecting any unpaid invoices, Customer shall be obligated to pay the collection agency fees and/or attorney fees, and any associated expenses and costs, regardless of whether litigation is filed.
4. LIEN. Carrier or its Agents, shall have a general lien on any and all property and documents relating thereto within its care, custody, or control for all charges and expenses advanced by Carrier, including any charges due for prior unrelated shipments, invoices, or services performed by Carrier. Carrier may refuse to surrender possession of the goods until all such charges are paid in full. If such amounts remain unpaid for thirty (30) days after Carrier’s demand for payment, Carrier may sell such property at public auction or private sale. The proceeds of such sale shall be applied to the amounts owed to Carrier, and any surplus shall be paid to the Customer. Customer shall remain responsible for any deficiency
5. BILL OF LADING: Shipments shall be tendered with a Uniform Straight Bill of Lading (BOL), and except as otherwise provided in this Agreement, transportation shall be according to the terms of said BOL. If a conflict arises between the terms of this Agreement and the BOL, Freight Bill or other delivery document, the terms of this Agreement shall apply.
6. REPRESENTATIONS AND WARRANTIES: Customer warrants that it is either the lawful owner of the Goods or is authorized by such owner to accept this Agreement on owner’s behalf and to arrange for disposition of the same. Customer agrees to indemnify and hold harmless CJLT, its agents, employees, officers, or assigns from any third parties claiming rights to, or title to, the Goods, and acknowledges that the Goods are transported subject to this Agreement with CJLT. Such indemnification shall include any legal fees or costs incurred from any claim by a third party, regardless of whether litigation is filed. Customer warrants that the Goods are properly marked, labeled, packaged, and classified for any transportation as may be required. Carrier shall not be liable for damaged goods not properly packaged by Shipper.
7. CONFIDENTIALITY: As used in this Agreement, the term “Confidential Information” means and includes, but is not limited to: technical, financial, sales, suppliers, products, data, software, techniques, reports, summaries, intellectual property, customer data, codes created, developed, owned, licensed, held or used by a Discloser that is disclosed to or otherwise received by Recipient in any oral, written or electronic form, or which is visually or audibly perceived by the Recipient, or would otherwise reasonably be understood by Recipient, to be confidential. Each Party acknowledges the disclosure of Confidential information is of considerable commercial value and the disclosing party would be economically or otherwise harmed by the direct or indirect disclosure thereof, except as specifically authorized by the disclosing Party in writing.
8. DATA PROTECTION/PRIVACY: The Parties shall implement and maintain commercially reasonable administrative, physical, and technical safeguards and measures to protect against the unauthorized access to confidential or personal data and any proprietary technology. Both parties undertake to comply with the applicable data protection laws, including any applicable law.
9. INTELLECTUAL PROPERTY: Customer may have a limited, revocable, non-transferable, and non-exclusive right to use CJLT’s intellectual property, if applicable to the services. Nothing in this Agreement shall be construed or otherwise interpreted as any transfer or sale of any intellectual property to Customer.
10. INSURANCE: Each party shall obtain and maintain the following insurance coverages:
    
    1. Commercial General Liability: $1mm per occurrence, $2mm aggregate
    2. Auto Liability: $1mm combined single limit
    1. Umbrella: $5mm per occurrence/aggregate
    2. Cargo coverage with a limit of not less than $100,000 per occurrence
    1. Workers’ Comp: Pursuant to applicable state law.
    
    
11. INDEMNIFICATION: The Parties agree to indemnify, defend, and hold harmless each other and their respective officers, directors, agents, employees, contractors, and subcontractors from any and all third party losses, liabilities, claims, damages, lawsuits, regulatory actions, administrative proceedings or expenses (“Third-Party Claims”) (including reasonable attorneys’ fees and legal costs) incurred by or alleged against a Party including its officers, directors, agents, employees, contractors, and subcontractors and caused by the negligent, unlawful and/or willful conduct of the other Party. Under no circumstances shall this Section apply to a Party’s own negligent conduct.
12. LIMITATION OF LIABILITY: In the event that Carrier is liable for a cargo loss or damage claim, Carrier will pay to Shipper the replacement costs for the kind and quantity of goods lost, damaged or destroyed, less their actual salvage value; provided, however, that Carrier’s maximum liability for any single cargo loss or damage claim will not exceed $100,000.
13. CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHETHER OR NOT EITHER PARTY KNEW OR WAS AWARE SUCH DAMAGES COULD OCCUR.
14. CLAIMS: The parties agree that 49 C.F.R. Part 370 will govern the administration of all claims unless otherwise provided for in these terms and conditions.
15. Notice of Claims. A timely notice to Carrier of a claim is a prerequisite to the institution of a suit as follows:
    1. Apparent Damage Upon Delivery. If loss or damage is apparent, Consignee must note such loss or damage on the documentation which serves as evidence of goods received. Failure to note exceptions, loss, or damage at the time of delivery on the receipt shall be evidence of delivery in good order and condition and shall bar claims for apparent damage.
    2. No Liability for Concealed Damage. Carrier shall not be liable for any loss or damage to goods that is not apparent (concealed), at the time of delivery. For purposes of clarity and without limitation, in the case of perishables, Carrier accepts no liability for any types of loss or damage claims that were not apparent at the time of delivery.
    3. Timeliness of Notice. Failure to give timely notice of any loss or damage or the failure to allow or arrange inspection shall be a bar to recover for any claim for loss or damage.
    4. Time Limit for All Claims. All claims for loss or damage must be received in writing by Carrier one hundred twenty (120) days from the date of delivery or six (6) months from date of shipment, whichever is earlier. All claims must include a copy of the Bill of Lading, delivery receipt, invoice and other documents supporting the claims.
    5. No Offsetting of Claims. No offsetting of claims is allowed and any claimed amounts shall not be deducted from transportation charges due to Carrier.
16. NOTICE: Any notice required or permitted to be given in writing under this Agreement shall be delivered by personal delivery, by reputable overnight carrier, by facsimile, by electronic mail, or by certified U.S. mail (return receipt requested) to the address of the other party as set forth below:
    
    

    For Shipper:
    [Shipper Contact Name]
    [Shipper Name]
    [Address]
    [Email]

    For Carrier:
    General Counsel
    CJ Logistics Transportation, LLC
    1750 S. Wolf Rd
    Des Plaines, IL 60018

17. GOVERNING LAW: The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Illinois applicable to contracts made and to be wholly performed within Illinois, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in Illinois shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.
18. FORCE MAJEURE: Neither party shall be liable for loss, damage, delay, injury or monetary loses of any type caused by events outside of its control including, but not limited to: acts of God; public authorities acting with actual or apparent authority; third party strikes or labor disputes; weather; mechanical or equipment failures (other than routine maintenance); cyber-attacks; pandemics; civil commotions; hazards incident to a state of war; acts of terrorism; acts or omissions of customs or quarantine officials; acts of carriers related to security; fires; frost; floods; wind; storms; public enemies or other causes beyond either Party’s control.
19. ASSIGNMENT: Except for assigning Its rights under this Agreement to a successor or assignee of business assets, or to any affiliate or party under common ownership or control, neither Party may assign this Agreement or any rights, duties, or obligations hereunder without prior written consent of the other Party. These terms shall govern the dealings between CJLT and Customer for all sales and services.
20. MODIFICATIONS: Any and all modifications to the rates, terms, or other conditions set forth in this Agreement must be made in writing and signed by both parties unless otherwise provided for in this Agreement.
21. WAIVER OF BREACH: No waiver by Carrier or Shipper of any breach of any of the terms and conditions contained in this Agreement shall be construed as a waiver of any subsequent breach of the same or any other term or condition.
22. INDEPENDENT CONTRACTOR: Carrier shall engage all persons operating trucks hereunder and such persons shall be and remain the employees/agents of Carrier and Carrier shall be an independent contractor, and nothing herein contained shall be construed to be inconsistent with that relationship.
23. SEVERABILITY: Any term or provision of this Agreement that is held to be invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.
24. ENTIRE AGREEMENT: This Agreement, its Appendices, and/or Amendments shall supersede, replace and take precedence over any prior agreement of a similar character between the parties hereto. This Agreement, its Appendices, and Amendments shall constitute the complete Agreement between the parties, and no agent or employee of either party shall have the authority to alter or vary the terms hereof or to make any representations or commitments not included herein.

In preparing or submitting any documentation including declarations, applications, security filings and/or other required data, CJLT relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer. Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold harmless CJLT from all claims asserted and/or liability or losses suffered by reason of the Customer’s failure to disclose information or any incorrect, incomplete, or false statement by the Customer or its agent, representative or contractor upon which CJLT relied. Customer agrees it has an affirmative non-delegable duty to disclose all information required to transport the goods.

EXHIBIT A

RATES