Terms and Conditions Carrier
- 01. Offers for Shipment
Lts Transit agrees to offer for shipment to Carrier, and Carrier agrees to transport in its own equipment tendered shipments and such additional quantities of freight as Lts Transit may tender from time to time to Carrier, subject to the availability of suitable equipment.
- 02. Term
The term of this Agreement shall be for a period of one (1) year commencing on the Effective Date, and shall automatically renew for additional one (1) year periods, unless written notice of non-renewal is given by either party at least thirty (30) days prior to the end of any term.
This Agreement may be terminated by either party upon thirty (30) days’ written notice. However, if all or any portion of Carrier’s operating authority or rights shall be revoked or suspended, or Carrier’s insurance policy is cancelled, reduced or otherwise invalidated, or Carrier receives an “unsatisfactory” safety rating from any Regulatory Agency, Carrier shall promptly notify Lts Transit, and Lts Transit may terminate this Agreement immediately without notice and without further obligation. If either Party files a petition for or declares dissolution, bankruptcy, reorganization or other similar relief from its creditors, the other Party shall have the right, subject to applicable federal bankruptcy law, to continue to enforce this Agreement or to terminate it immediately upon one day’s written notice to the bankrupt or insolvent Party.
Lts Transit agrees to pay Carrier for the transportation services to be rendered under this Agreement in accordance with the rates set forth in Schedule “A” which may be annexed here to, and which shall form an integral part of this Agreement, or in accordance with agreed upon rates as set out in Lts Transit carrier confirmation and/or written arrangements made between the Parties. Modifications or additions to these rates may be agreed to in writing or made verbally and confirmed in writing to meet specific shipping schedules. Confirmation of verbally agreed to rates will be made by a SMS or emailed by LTs Transit to Carrier and by the Carrier’s pick up of the shipment. All modifications and additions to the rates made either in writing or verbally and confirmed in writing shall be deemed as appendices to and considered a part of this Agreement.
5.1 Carrier will invoice all charges for transportation services tendered to Carrier, directly and exclusively to Lts Transit and will provide Lts Transit with a legible copy of the signed bill(s) of lading, the delivery receipt(s) and any other billing documents reasonably requested by Lts Transit within 10 days following the completion of the transportation services. Provided such documents are received, Lts Transit agrees that it will endeavor to pay all uncontested freight and non dammaged freight charges billed in accordance with the Agreement within ninety (90) days of receipt of Carrier’s bill(s) of lading and delivery receipt(s).
5.2 Carrier appoints and designates Lts Transit as its agent for the purpose of invoicing and collection of freight charges and waives any and all rights to claim, demand, or pursue payment from any person other than Lts Transit for all shipments tendered pursuant to this Agreement. Accordingly, Carrier undertakes not to contact Lts Transit customers, shippers, consignees or any party other than Lts Transit, concerning payment for transportation services. Any direct contact with customers about payment may result by a lawsuit and the carrier may be charged for all the loss and damages this may have caused to Lts Transit.
5.3 Lts Transit shall have the right to set off claims for loss, damage or delay, and claims for overcharge or duplicate payment, against freight or other charges owed to Carrier.
5.4 Carrier acknowledges that Lts Transit customers may have specific requirements for delivery by appointment or at specified times due to the nature of their businesses and receiving facilities. Accordingly, if delivery is not made at an appointed time, or within a delivery window, Carrier shall be liable for any penalties or charge backs which may be imposed on Lts Transit by its customers.
5.5 Carrier shall have no lien, and hereby expressly waives its right to any lien on any shipment, freight or property of Lts Transit or any of its customers, shippers or consignees.
5.6 Carrier will accept instruction for changes in pick up and/or delivery conditions, location, or time from Lts Transit only. If Carrier receives and/or accepts change instructions from parties other than Lts Transit, Carrier shall immediately notify Lts Transit and obtain written approval of the change instruction before accepting the change. In the event Carrier accepts said change in instructions without prior confirmation from Lts Transit, Carrier does so at its own risk and will forfeit its right to compensation for the shipment. Carrier shall remain liable for any damage, loss, or delay that results from any acceptance of a change in instructions without Lts Transit prior approval.
Carrier’s transportation services shall be performed via motor vehicles (the “Equipment”). The Equipment will: (i) be in good, safe and serviceable working condition; (ii) have valid inspection stickers for annual mechanical inspection; (iii) be suitable for the particular transportation required, and include any special equipment that is requested and agreed to by Lts Transit when the applicable transportation is placed; and (iv) be properly licensed and comply with the equipment specifications for such transportation prescribed by any applicable Regulatory Agency. In addition, all drivers and other personnel of Carrier will be competent, properly licensed and legally qualified to operate the Equipment in question. In the event that the Carrier will be transporting food products, or other Goods that may be subject to contamination, Carrier will ensure that the equipment and vehicle interiors will be clean, free from moisture, odors, infestation of foreign materials, objects, debris or other conditions which could cause product contamination. Failure to do so may result in the entire shipments deemed contaminated and this, at the sole discretion of the receiver.
- 07.Operating Expenses.
Carrier shall bear the costs and expenses of all fuel, oil, tires, parts, road services, maintenance and repairs, licenses, taxes and tolls in connection with the use and operation of the Equipment and which may be required to keep the Equipment in good repair and mechanical condition. Lts Transit will not be liable to Carrier for any damage sustained by or to Carrier’s Equipment or for loss by complication or seizure or Carrier’s Equipment by any public authority.
- 08.Exclusive Control.
Carrier shall have sole and exclusive control over the manner in which Carrier and its agents perform the transportation services provided for here under, and Carrier shall utilize such individuals as it may deem necessary in connection therewith, it being understood and agreed that such individuals shall be subject to discharge, discipline, and control solely and exclusively by Carrier. Carrier represents that it is entirely independent and that it is not substantially and economically dependent upon Lts Transit and there is no functional integration of Lts Transit and Carrier’s respective operations.
- 09.Substituted Service.
Carrier agrees not to interline or use other motor carriers, or brokers, or to use substituted services by rail for the transportation of any shipments to be tendered here under. If Carrier uses other carriers, brokers or a substituted service of any type, with or without Lts Transit customers’ permission, Carrier agrees to remain liable for any costs, loss, damage or delay to Lts Transit customers’ property incurred in transit to the same extent that Carrier would be liable if it performed the transportation directly.
- 10.Hazardous Waste.
Carrier hereby covenants and agrees that no Equipment that transports commodities for Lts Transit customers was ever used to transport refuse, garbage, trash, or solid or liquid waste of any kind whatsoever, whether hazardous or non-hazardous. Not with standing anything to the contrary herein, in the event that Carrier breaches the terms to this Section, Lts Transit shall have the right to immediately terminate this Agreement without written notice and hold Carrier liable for any resulting damages.
- 11.Delay and Accidents.
Carrier shall notify Lts Transit immediately by SMS or email of any accidents, spills, theft, hijacking or other events that impair or affect the safe and prompt delivery of the commodities in its control.
- 12.On-Hand Freight.
Carrier shall immediately notify Lts Transit by SMS or email of any refused or “on-hand” freight and request additional instructions regarding delivery or storage of the “on-hand” commodities. Such notice by Carrier shall be immediately confirmed in writing, stating the amount, date and time storage charges will be begin to accrue, if any.
- 13.Bill of Lading and Other Shipping Documents.
Carrier shall issue a bill of lading for each shipment received by Carrier. Said bill of lading shall indicate the kind, quantity and condition of commodities received by Carrier. Such bill of lading shall be evidence of receipt of such commodities by Carrier in apparent good order and condition unless such commodities are not readily observable (contents and condition of contents of packages unknown) or as may be otherwise noted on the face of such receipt. However, the absence or loss of any such bill of lading or receipt shall not relieve Carrier of its obligations and responsibilities with respect to any services provided hereunder. Carrier shall perform the loading and verify by its signature the safe loading and accurate count and condition of the commodities as set forth in the bill of lading. Exceptions taken by the Carrier with respect to quantity and condition of the commodities at origin must also be noted and signed by shipper or shipper’s agent prior to acceptance of the commodities.
- 14.Delivery Receipts.
Carrier shall obtain an acknowledgement of delivery for all shipments by notation on the bill of lading or a delivery receipt, signed and dated by the consignee. The parties agree that the bill of lading or other form of receipt shall be used solely as a receipt for shipment, and to identify the kind and quantity of commodities, place of pickup and delivery, shipper and consignee and other information as required by Lts Transit.
Lts Transit must not be listed as a “carrier” on the Bill of Lading. If Lts Transit is erroneously identified as the “carrier” on any bill of lading or other documents at the origin point or in the course of transit, such designation does not in any way modify or amend the relationship between Lts Transit and the Carrier under this Agreement or the role of Lts Transit as a transport service intermediary or broker.
- 15.Carrier’s Operations.
Carrier shall have full control of its personnel, including all subcontractors; shall perform the services as an independent contractor of, and not an agent or employee of, or joint venturer with Lts Transit; shall assume complete responsibility for all salaries, commissions, municipal, provincial, federal, foreign and domestic taxes or contribution to taxes, assessments, insurance (including but not limited to, workers’ compensation, unemployment compensation, disability, medical insurance, pension and social security insurance and any foreign equivalent) and any other financial obligations arising out of the services provided under this Agreement or with respect to the persons engaged in the performance of the services under this Agreement; and shall comply with all applicable rules, laws and regulations related there to. Carrier shall have no authority to act on behalf of Lts Transit, except to the extent necessary to perform Carrier’s services under this Agreement or as may be requested by Lts Transit from time to time.
- 16.Compliance with Laws.
Carrier agrees that all transportation services will be performed in full compliance with federal, provincial, municipal and to the extent applicable, international laws or regulations governing its operations, as well as any legislation and related programs designed to protect transportation activities from terrorist attacks, such as the Custom-Trade Partnership Against Terrorism (“CTPAT”) and the Free and Secure Trade initiative. Carrier at all times shall maintain all licenses and certifications required to maintain its legal right to act as a licensed carrier at all points of origin and destination.
Carrier agrees to indemnify LTS Transit for any and all fines, costs, claims, liability or expenses that may incur and arise out of violations by Carrier of any applicable laws and regulations during Carrier’s performance under this Agreement.
- 17.Cargo Loss and Damage Claims.
Carrier shall bear responsibility for the safe transport and delivery of the commodities at all times that such commodities are in Carrier’s possession, from the time of pick up and loading of the commodities into the Equipment, until the time of delivery of the commodities to their destination, from the time of the actual receipt of the shipment by the Carrier at origin (as evidenced by the carrier’s signed bill of lading or other written receipt) until delivery has been made (as evidenced by written proof of delivery or other written receipt signed by the consignee or its agent). Any seals applied to any trailer are not to be broken or removed prior to the delivery at destination without prior written consent from Lts Transit. Carrier acknowledges that any failure to comply with this requirement will result in the Goods conclusively being deemed damaged in full Carrier shall be liable to Lts Transit for actual loss and damage to shipments, and for delayed deliveries, arising from Carrier’s performance of or failure to perform the services required by this Agreement. However, Carrier will not be liable for loss, damage, or delay to shipments caused solely by Force Majeure (as defined in Section 32 here in after), or the negligence of Lts Transit or its customers, in which case Carrier has the burden of proving applicability of the exception. Carrier shall be liable for the total, actual value of the shipments tendered by Lts Transit to Carrier, including the freight and other costs, if so paid. The terms “actual value” means the value of the commodities at the place and time of shipment. Lts Transit shall file a claim for loss, delay or damage to shipment, within sixty (60) days from the date of delivery or in case of non-delivery, within nine (9) months of the date of shipment. Within sixty (60) days of receiving a claim from Lts Transit for loss, delay or damage, Carrier shall pay or deny the claim (in which case the reasons for denial shall be fully explained in writing), or make a firm compromise offer. If the claim is not concluded within sixty days, Lts Transit has a right to set-off the claim amount from money due to Carrier as set forth above in Section 5. Carrier will not dispose of damaged, undeliverable or rejected Goods or salvage any damaged, undeliverable or rejected Goods without the prior written consent of Lts Transit and/or its Customer. If Carrier fails to obtain written consent, Carrier will be liable for the full value of the shipment. In the event branded or labelled commodities are damaged, Lts Transit customer may determine, at its entire discretion, whether the commodities can be salvaged, and if salvageable, the value of such salvage. Any salvage receipts shall be deducted from the amount of Lts Transit claim against Carrier. If Lts Transit customer permits its commodities to be salvaged and conveys such consent in writing, and Carrier pays the total, actual value of the damaged commodities, Carrier may retain custody of the commodities after removing all identifying marks or label. Carrier shall not sell or attempt to sell any Goods that are the subject of transportation services governed by this Agreement. Claims based on a concealed loss or damage, which are reported to Carrier within 5 days of the date of delivery, shall be treated by Carrier as if an exception notation had been made on the delivery receipt at the time of delivery.
No released value rate, or other limitation of cargo liability, shall be valid or enforceable against Lts Transit or its customers unless expressly agreed by Lts Transit in a signed writing separate from any bill of lading or other delivery receipt issued by Carrier.
Carrier shall at all times during the term of this Agreement, have and maintain in full force and effect, public liability, property damage, cargo and workers’ compensation insurance with reliable insurance companies acceptable to Lts Transit, and in the following minimum amounts, which amounts may be modified by Lts Transit subsequently upon thirty (30) days’ written notice:
- Occurrence based commercial General Liability Insurance including blanket contractual coverage, with combined single limits of $1,000,000 for personal injury, including death, and $1,000,000 for each occurrence for property damage including: Premises operation; and Contractual liability for the liability assumed by Carrier pursuant to any indemnification agreements between Lts Transit and Carrier; Employer’s Liability insurance with limits of not less than $1,000,000; Occurrence based Truckers Policy or Automobile Liability Insurance with limits of $1,000,000 per occurrence, and Hazardous Materials coverage of not less than $5,000,000 per occurrence if Hazardous Materials are handled; Minimum of two hundred and fifty thousand dollars ($250,000) cargo per shipment; workers’ compensation which complies with all applicable provincial or state requirements and if applicable, any BMC-32 and MCS 90 Endorsements to its cargo insurance policy in the form required by the FMCSA.
Carrier will hold harmless and indemnify Lts Transit for any claim for insurance premium or any claim by an employee of the Carrier for injuries sustained in the ordinary course of business, including, but not limited to, drivers, lumpers, helpers, agents or sub-contractors of Carrier.
Carrier’s cargo insurance policies shall not exclude coverage for loss from an unattended vehicle or from a trailer detached from the power unit, theft, fraud or other criminal acts of Carrier’s employees. If said policy contains such exclusions, Carrier shall obtain and furnish a policy extension or surety bond providing such coverage to satisfaction of Lts Transit. In the event Carrier has certain exclusions on their policy, they will immediately notify Lts Transit of said exclusions. Under no circumstances will Carrier accept a shipment for commodities that are excluded under their policy. Carrier will immediately notify Lts Transit in writing if any of its coverages are reduced or cancelled.
Upon request, Carrier shall furnish to Lts Transit a copy of each such insurance policy and written certificate of insurance.
Carrier agrees to indemnify, defend and hold Lts Transit and its Affiliates and their respective employees, directors, officers, shareholders, customers, agents, representatives, successors, and assigns harmless from and against any claims, causes of action, judgment and/or settlement costs, demand, action, suit, loss, damage, cost and other expenses (including but not limited to reasonable attorneys’ fees to consider, advise and defend, and court costs) or liability of any kind, in each case, by whomsoever suffered, including Lts Transit, arising out of or resulting from, directly or indirectly, any of the following: (a) Carrier’s or its employees’, agents’ or Subcontractor’s negligence, recklessness, gross negligence or willful misconduct; (b) breach of any term of this Agreement, including but not limited to, the representations and warranties set forth in this Agreement; (c) injury to person (including death) or damage to tangible property or infringement of intellectual property caused by Carrier, its employees, agents or Subcontractor; and (d) Carrier’s non-payment to its employees, agents, Subcontractors.
Carrier agrees that the foregoing indemnification of obligations shall survive the expiration or termination of this Agreement.
During the term of this Agreement, and for a period of two (2) years following the termination of this Agreement, Carrier shall not knowingly, directly or indirectly, solicit or do business of a transportation nature with any of Lts Transit customers who were served by Carrier as a result of this Agreement, unless otherwise agreed to in writing. In the event of a breach of this provision, Lts Transit will be entitled to a commission of 20% of the gross transportation revenue received by Carrier from Lts Transit customer during the term of this Agreement and for a period of two (2) years after termination of this Agreement.
As part of the business relationship between Carrier and Lts Transit, Carrier may have or come into possession of information or data that constitute trade secrets, know-how, confidential information or are otherwise considered secret by Lts Transit (hereinafter the “Information”) or its Customers. In consideration of the receipt of such Information and potential business, Carrier agrees to maintain such Information in the utmost of confidence; to use such Information solely in connection with such business relationship; and to take all measures necessary to protect such Information. Furthermore, Carrier agrees that Lts Transit compensation hereunder for its services is confidential and will not be disclosed to anyone. Carrier further agrees that it will not reveal to anyone the terms of this Agreement, the rates of transportation services, or any other dealings conducted between Carrier and Lts Transit, except as required by law.
In cases where after movement of freight, the ultimate payer of the freight charges for any reason defaults on payment, Carrier and Lts Transit, after both parties agree in writing, may proceed against the debtor at a cost ratio and collection ratio equal to the ratio applicable to their respective receipts agreed on the original movement(s), including attorney’s fees, court costs and costs to defend counter-suits.
- 24.Relationship Between the Parties.
The relationship of Carrier to Lts Transit shall, at all times, be that of an independent contractor, except that Lts Transit will be the agent for Carrier for the collection and payment of charges to Carrier. The Carrier authorizes Lts Transit to invoice the shipper or consignee for freight charges on behalf of the Carrier and the Carrier agrees that Lts Transit is solely responsible for payment of all freight charges to the Carrier.
- 25.Dispute Resolution.
The Parties agree that, if a dispute arises in the Agreement’s application or interpretation, then the Parties may submit the dispute to final and binding arbitration with the Transportation Lawyers ADR Council, Inc. before a single arbitrator at a location mutually agreed upon or, if no location is agreed upon, then at a location which is approximately equal distance from the headquarters of the Parties. The award of the arbitrator may be enforced in any court of competent jurisdiction.
- 26.No Construction against Drafter.
Each Party has participated in negotiating and drafting this Agreement, so if an ambiguity or a question of intent or interpretation arises, this Agreement is to be construed as if the Parties had drafted it jointly as opposed to being construed against a Party because it was responsible for drafting one or more provisions of this Agreement.
- 27.Applicable Laws.
This Agreement shall be governed by and interpreted in accordance with the laws of the province of Quebec and of Canada applicable within. The parties further agree that all disputes arising under this Agreement must be submitted to the jurisdiction of courts from the judicial district of Québec city, Quebec or the Federal Court. If you need to make a claim to LTS TRANSIT INC., you may need to send your formal notice to email@example.com or by mailing to LTS Transit, 44 President-Kennedy, Levis, Quebec, # 105, G6V6C5.
Obligations of this Agreement are separate And divisible And in the event that any provision Is deemed unenforceable, the balance Of the Agreement shall Continue In full force And effect.
- 29.Entire Agreement.
This Agreement constitutes the entire agreement Of the parties With respect To the subject matter herein And may Not be modified, amended, Or terminated except by written agreement, specifically referring To this Agreement, signed by the parties here to.
- 30.Waiver Of Provisions.
No waiver Of any breach Or Default hereunder shall be considered valid unless In writing And signed by the party giving such waiver. No such waiver shall be deemed a waiver Of any subsequent breach Or Default Of the same Or similar nature.
- 31.Successors And Assigns.
This Agreement shall be binding upon And enure To the benefit Of the parties hereto, their parent corporations And divisions, successors, legal representatives And permitted assigns. Neither Of the parties shall assign this Agreement, Or any interest nor right therein, without the prior written consent Of the other party except that Lts Transit, without prior consent, may assign this Agreement To any corporation Or other legal entity directly Or indirectly controlling, controlled by Or under common control With Lts Transit.
Any notices And other communications required Or permitted under this Agreement must be In writing And be either (1) delivered personally, (2) sent by SMS OR EMAIL transmission If confirmed by notice sent by one Of the other notice methods permitted In this paragraph, (3) sent by nationally recognized overnight courier guaranteeing Next business day delivery, Or (4) mailed by registered Or certified mail (Return receipt requested), postage prepaid, To the Party at the following addresses (Or at such other addresses As are specified by Like notice):
If to Lts Transit: If to Carrier:
All such notices and other communications will be deemed to have been given and received (1) in the case of personal delivery, on the date of such delivery, (2)
in the case of fax or e-mail transmission that is confirmed by notice sent on the same day by one of the other methods permitted, on the date of transmission
if sent on a business day (or if sent on other than a business day, on the next business day after the date sent), (3) in the case of delivery by nationally recognized
overnight courier guaranteeing next business day delivery, on the business day following dispatch, or (4) in the case of mailing, on the third business day following
- 33.“Force Majeure”.
Neither Lts Transit nor Carrier shall be liable for any delay in the performance of their respective obligations under this Agreement resulting from any “force majeure”, including, but not limited to, acts of God, acts of Government or other civil or military authorities, acts of terror, war or riots. Whenever possible, in the event of a “force majeure”, the affect party shall promptly notify the other party in writing, stating the reasons for the inability to comply with the provisions of this Agreement and the expected duration of the “force majeure”.
This Agreement does not grant Carrier an exclusive right to perform transportation services for Lts Transit, and Lts Transit does not guarantee any specific amount or number of shipments, tonnage or revenue to Carrier.
The terms and conditions of this Agreement shall govern and supersede any contract terms and conditions that may be prescribed by federal and state laws or regulations, as well as any bills of lading, delivery receipts, Carrier confirmation forms or other shipping documents.
- 36.Business Conduct.
Carrier will comply with Lts Transit policy to ensure that its company, senior management and all of its companies’ employees and suppliers are committed to complying with all relevant legislation and appropriate guidelines designed to detect, deter, and prevent money laundering and other activities intended to facilitate the funding of terrorist or criminal activities. The Carrier will at all times ensure the protection of its staff, and safeguard our organization and reputation against the threat of money laundering and the funding of terrorist and criminal activities.
- 37. Language.
The parties have expressly requested that this Agreement and related schedules be drawn up in the English language only. Les parties ont expressément requis que la présente Convention et les annexes y afférentes soient rédigées en langue anglaise seulement.
- 38. Deadlines and late fees
All transportation must be delivered within the time frame proposed by LTS TRANSIT INC. LTS TRANSIT INC. reserves the right to charge any delay to the carrier, at a rate of + or – 10% of the total amount for transport per day late + other costs that may be caused by the delay.
- 39. Additional costs and threats
LTS TRANSIT INC. will not accept any additional charges added during or after the delivery of the goods. Any request for additional fees must be signed and approved by our accounting department at firstname.lastname@example.org. Signatures or agreements obtained under threat before, during or after transportation will be contested and LTS TRANSIT INC. reserves the right to sue any person or company that has made threats to LTS TRANSIT INC.
- 40. Legal fees
The Carrier recognizes that upon breach of its obligation under the present terms and conditions, any legal fees engaged by Lts Transit and associated with such breach shall be considered as certain, liquid and exigible, and Lts Transit shall have the right to set off any such legal fees against freight or other charges owed to Carrier.
IN WITNESS WHERE OF, THE PARTIES HERE TO HAVE EXECUTED THIS AGREEMENT WITH THE LAWS QUEBEC CITY, CANADA AS OF THE EFFECTIVE DATE OF THE TRANSPORTATION SERVICES BOOKING.