Terms & Conditions

1. GENERAL Automated Logistics Systems, (hereinafter, “ALS” or “BROKER”), a licensed property broker that, undertakes to arrange for the interstate transportation of shipments on behalf of its various customers from various origins and destinations throughout the United States, Canada and Mexico. The transportation is furnished by carriers selected by and under contract with ALS. The terms and conditions of brokerage set forth herein are applicable to the transportation of any shipment by ALS undertaken on the Customer’s behalf. In the event that ALS and the Customer (hereinafter “SHIPPER”) have entered into a written contract containing terms and conditions different than those set forth in these Terms & Conditions of Brokerage, these Terms & Conditions of Brokerage will control.

2. APPLICABILITY These Terms & Conditions and agreed upon pricing documents apply to all services (the “Services”) provided by Automated Logistics Systems to SHIPPER. These Terms & Conditions shall constitute the entire Agreement between the parties and no other tariff provisions shall apply to the Services provided by BROKER to SHIPPER under these Terms & Conditions. Performance of any work by BROKER for SHIPPER shall constitute acceptance by SHIPPER of these Terms & Conditions. BROKER objects to any terms proposed in SHIPPER’S acknowledgment or other form of acceptance of BROKER’S offer to perform services which add to, vary from, or conflict with these Terms & Conditions. These Terms & Conditions may be modified only by a written instrument executed by authorized representatives of both parties. If BROKER’S offer to perform service has been issued in response to SHIPPER’S offer and if any of the Terms & Conditions herein add to, vary from or conflict with any terms of SHIPPER’S offer, then the acceptance by SHIPPER of BROKER’S tender to perform services shall constitute an acceptance of SHIPPER’S offer subject solely to the express Terms & Conditions set forth herein, and any additional, different or conflicting terms in SHIPPER’S offer are rejected by BROKER, so that these Terms & Conditions and agreed upon pricing documents constitutes the entire Agreement between SHIPPER and BROKER with respect to the subject matter hereof and the subject matter of SHIPPER’S offer.

3. PAYMENT FOR SERVICES

A. SHIPPER shall pay BROKER for the Services provided by BROKER under these Terms & Conditions at the rates and charges as agreed between the parties. All payments by SHIPPER shall be remitted to BROKER at the following address: Automated Logistics Systems, 3517 Scheele Dr, Jackson, MI 49202.

B. BROKER shall invoice by the load. SHIPPER may require submission of a bill of lading and/or proof of delivery with invoice as a condition of payment. Payment of invoices shall be made by SHIPPER within thirty (30) days of invoice date. All amounts not paid by SHIPPER within sixty (60) days shall be subject to interest at the rate of 1.5% per month. BROKER reserves the right to pursue SHIPPER or consignee for charges. In the event that applicant fails to pay any invoice within 60 days after the invoice date, interest shall accrue from that date, at the option of the creditor, at the lesser of 18% annum or the maximum allowed by law.

C. Except as may be later disclosed in a records review or audit, each party shall have one year from the date of shipment to file a claim with the other party for overcharges or undercharges relating to such shipment.

D. Except as otherwise provided in these Terms & Conditions, each party must bring a civil action to recover damages or amounts claimed under these Terms & Conditions within two (2) years from the date of shipment. Any matters not filed within the above limitations period shall be barred.

E. Except as otherwise provided in these Terms & Conditions, all lawsuits concerning disputed invoices, including lawsuits by BROKER against SHIPPER for unpaid invoices, shall be commenced in the courts of Harris County, Texas. SHIPPER shall pay BROKER all reasonable expenses of litigation, including attorney’s fees, costs and expenses, in all successful actions by BROKER to collect unpaid invoices from SHIPPER.

F. In the event that BROKER accepts and provides Services to SHIPPER before reaching an agreement with SHIPPER on pricing, SHIPPER agrees to pay BROKER the last pricing quoted by BROKER to SHIPPER for that load or, in the event that no pricing has been provided by BROKER, SHIPPER agrees to pay for BROKER’S Services based on BROKER’S standard pricing model.

G. It is expressly agreed, as a condition of Automated Logistics Services’ provision of freight services to SHIPPER, that Automated Logistics Services shall have a lien on all of SHIPPER freight under transport for the total amount owed to Automated Logistics Services for all freight charges, storage and charges for related services, including charges related to freight previously delivered upon the promise of SHIPPER to pay such charges. No further notice of this lien shall be provided to SHIPPER.

4. BROKER’S OBLIGATIONS

A. General.

(1) Selection and Use of Motor Carriers. ALS will subcontract the transportation services required by SHIPPER to motor carriers that are duly authorized to transport such shipments pursuant to all applicable regulatory authority. It is understood and agreed that the Motor Carriers are independent contractors with the exclusive control over their respective drivers and employees, and are not agents, employees or authorized representatives of ALS.

(2) Compliance with Laws, Rules and Regulations. BROKER shall have authority from the Department of Transportation to act as and provide services as a property broker. BROKER shall comply with all applicable provisions of the Interstate Commerce Act, related laws, rules and regulations of the FMCSA, and all applicable state and local laws, rules and regulations to the extent they govern BROKER’S operations.

(3) Prompt Service. BROKER shall promptly and efficiently retain and contract with Carriers as necessary to meet SHIPPER’S transportation needs.

(4) Delay; Accidents. BROKER shall notify SHIPPER of any accidents, spills, theft, hijacking or other events which impair the safe and prompt delivery of SHIPPER’S goods in its control.

(5) On-Hand Freight. BROKER shall notify SHIPPER of any refused freight at SHIPPER and/or third party locations and request additional instructions regarding delivery or storage of the refused goods. Such notice by BROKER shall, as soon as reasonably practical.

B. Delivery Receipts and Bills of Lading

(1) Delivery Receipt. Except as otherwise provided in an Exhibit, BROKER shall obtain an acknowledgement of delivery for all shipments by notation on the bill of lading. At the request of SHIPPER, BROKER agrees to provide copies of same to SHIPPER in sufficient detail to substantiate billing for the services provided. BROKER shall retain such records for two (2) years after delivery of the involved shipments or for such greater period of time as may be required by federal or state laws, rules, or regulations.

(2) Conflict Between Terms & Conditions and Bill of Lading. The parties agree that bills of lading and delivery receipts shall be used solely as receipts for shipment and to identify the kind and quantity of goods, place of pickup and delivery, SHIPPER and consignee and other information as required by SHIPPER. At BROKER’S discretion references to classifications, tariffs, service guides or other publications and/or contractual terms and conditions on the face or reverse side of such documents shall be null and void, and these Terms & Conditions shall govern the rights and obligations of the parties hereto.

C. Carrier Insurance Requirements. BROKER shall only broker SHIPPER loads to those Carriers that maintain policies of insurance as follows: (i) cargo insurance with minimum limits of liability of $100,000 per occurrence; (ii) automobile liability insurance with minimum limits of liability of $1,000,000 combined single limit for bodily injury and property damage; (iii) comprehensive general liability with contractual liability insurance with minimum limits of liability of $1,000,000 per occurrence; (iv) worker’s compensation insurance with minimum limits as may be required by statute; and (v) any other insurance required by the Department of Transportation or any other federal, state or local regulatory agency.

D. Shipments Traveling in Mexico. Shipments traveling in Mexico are at the risk of the SHIPPER and such shipments will not have insurance coverage by or through BROKER or Carrier. SHIPPER agrees that any cargo loss, damage or delay that occurs in Mexico shall be evaluated pursuant to only Mexican law and the Carmack Amendment will not apply; even if the shipment is traveling on a through bill of lading. In addition, for any transportation service in Mexico, it is the SHIPPER that shall bear the risk for any damage or loss to brokered trailers. IN ANY SUBSEQUENT LEGAL ACTION TO RECOVER DAMAGES FOR A SHIPMENT TO OR FROM MEXICO THE SHIPPER HEREBY AGREES THAT THE MAXIMUM AMOUNT SOUGHT WILL BE LIMITED TO THE LEGAL LIABILITY OF THE MEXICAN MOTOR CARRIER, REGARDLESS OF WHERE THAT CLAIM IS FILED, AND THE SHIPPER AFFIRMS THAT THESE TERMS ARE BINDING ON THE SHIPPER, CONSIGNEE AND THEIR ASSIGNS.

5. MILEAGE Where rates are based on mileage, mileages will be determined through the use of PC Miler Version 25.1 Practical (Zip Code to Zip Code) at the time the load is tendered.

6. BROKER/CARRIER LIABILITY; SHIPPER LIABILITY

A. BROKER Liability is Limited. SHIPPER agrees to look to carrier for any loss damage or delay caused by the actions of the Carrier and agrees that BROKER’S liability, if any, for any breach of representation, warranty or covenant under these Terms & Conditions shall be limited to the total compensation for services provided by BROKER under these Terms & Conditions in connection with such services. For any bailment liability for the storage, handling or transloading of freight the liability of BROKER shall be the lessor of the invoice value or $.50 per pound.

B. Claims; Processing. BROKER shall, without assuming any liability for loss or damage Claims, assist SHIPPER in its pursuit of SHIPPER Claims against liable Carriers.

C. SHIPPER Liability. SHIPPER agrees to bear all costs or fees associated with any cancellation or change of any scheduled service, or the costs and expenses of completing a service that were not disclosed to the BROKER at the time the load was originally requested by the SHIPPER or the price for the service was quoted by the BROKER.

D. International Shipping Pallets – When wood pallets and/or crates are used by the SHIPPER for international shipping they must be treated & marked with the IPPC logo and appropriate country code designating the location of treatment. Any delay at the border because of unmarked wood pallets, crates, dunnage or other similar packing material is considered Detention charged pursuant to Section 15(B).

7. INDEMNITY. Indemnity by SHIPPER. SHIPPER shall indemnify and defend BROKER, its affiliated and associated companies, and their respective agents, officers, directors, and employees from and against any liability, loss, cost, claims, and expenses, including attorneys’ fees and costs of defense, arising out of the negligent acts or omissions of SHIPPER, its third-party contractors, agents or employees. The above indemnity shall extent to all claims, liabilities and losses that in any way arise from or out of the loading or unloading by SHIPPER of any trailer of a Carrier. SHIPPER shall hold BROKER harmless from and against any claim, loss or damages to person or property caused in any manner by a Carrier.

8. NONEXCLUSIVE. It is understood and agreed between the parties hereto that BROKER shall be free to accept freight for transportation from SHIPPER’S other than SHIPPER and that SHIPPER shall be free to tender freight for transportation to other licensed property brokers other than Automated Logistics Services.

9. INDEPENDENT CONTRACTOR. Automated Logistics Systems shall perform the services hereunder as an independent contractor and nothing herein is intended to create a joint venture, partnership, agency, or any employment relationship.

10. GOVERNING LAW. To the extent not governed by the Interstate Commerce Termination Act or other applicable federal statutes, the laws of the State of Texas shall govern the validity, construction and performance of these Terms & Conditions. All controversies, claims, actions, suits or proceedings arising hereunder shall be brought in the courts of Harris County, Texas.

11. FORCE MAJEURE

A. Except for SHIPPER’S obligations regarding the timely payment of freight charges to BROKER, neither party hereto shall be liable to the other for default in the performance of any of the terms and provisions of these Terms & Conditions if caused by fire, strikes or labor disputes, riot, war, Act of God, governmental order or regulation, or other similar contingency beyond the reasonable control of the respective parties.

B. The party claiming force majeure shall notify the other party within twenty four (24) hours of when it learns of the existence of such a condition and shall similarly notify the other within a period of two (2) working days after the condition is remedied. However, if such condition of force majeure is not remedied within 20 days, the unaffected party shall have the right to terminate any obligations created by these Terms & Conditions upon notice to the other party.

12. SEVERABILITY AND WAIVER If any phrase, clause, sentence, or other provision contained in these Terms & Conditions violates any applicable statute, ordinance, rule or law, such phrase, clause, sentence or provision shall be ineffective to the extent of such violations without invalidating any other provision of these Terms & Conditions. The waiver by either party of any breach or default hereunder, or the failure of either party to enforce any of the terms and conditions herein, shall not affect, limit or waive the right of either party thereafter to enforce and compel strict compliance with these Terms & Conditions.

13. ENTIRE AGREEMENT/AMENDMENTS These Terms & Conditions represents the entire understanding of the parties with respect to the subject matter herein and cannot be amended except in writing signed by both parties. All prior discussions, understandings, negotiations and Agreements regarding the subject matter herein, are merged herein.

14. LIMITATION OF LIABILITY Except as otherwise expressly provided in these Terms & Conditions, in no event will either party be liable to the other for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages. All pick-up and delivery times, and other service times, are estimates and not guarantees.

15. RATE QUOTES

A. The rates for all quoted service are good for 30 days and require credit approval. Rates will include all disclosed permits and accessorial charges. However, SHIPPER bears responsibility for any undisclosed costs, and expenses.

B. Detention with Power (2 free hours at SHIPPER and consignee, 4 hours total) Applies when there is a delay of the driver and the equipment with power that is not the fault of the BROKER or Motor Carrier. Free time starts upon notification by the driver to the SHIPPER or consignee that the trailer is available and ends upon notification from the SHIPPER or consignee that the trailer is available for movement. SHIPPER hereby consents and agrees to any additional detention time.

C. SHIPPER agrees to bear all costs or fees associated with any cancellation or change of any scheduled service, or the costs and expenses of completing a service that were not disclosed to the BROKER at the time when the load was originally requested by the SHIPPER or when the price for the service was quoted by the BROKER.

D. BROKER reserves the right to supplement any invoice to access additional costs for reclassification, weight, accessorial charges or any other fee or cost of any nature that was incurred in order to provide the transportation service.

E. Rate quotes are proprietary and confidential information and are not to be divulged to third parties.