Shipper Terms & Conditions

1.  APPLICABILITY
These Terms & Conditions shall govern all transportation brokerage services (the “Services”) provided by NFI (“BROKER”) to or on behalf of SHIPPER. These Terms & Conditions shall constitute the entire Agreement between the parties and no other tariff provisions shall apply to the Services provided under these Terms & Conditions. Performance of any Services by BROKER for or on behalf of SHIPPER shall constitute acceptance by SHIPPER of these Terms & Conditions and SHIPPER shall be bound by these Terms & Conditions. These Terms & Conditions supersede all prior or contemporaneous agreements and understandings of the parties relating to the subject matter set forth herein. BROKER may amend these Terms & Conditions from time to time in its sole discretion upon the posting of updated Terms & Conditions on this site or other means of delivery.

2.  SERVICES
With respect to any shipment tendered by SHIPPER to BROKER and accepted by BROKER, BROKER shall arrange for the transportation of such shipment pursuant to these Terms & Conditions, including Section 4 hereunder. BROKER’s responsibility under these Terms & Conditions shall be limited to arranging for, but not actually performing, transportation of SHIPPER’s goods. 

3.  SHIPPER’S REPRESENTATIONS AND OBLIGATIONS
SHIPPER represents and warrants that it is authorized to tender the cargo in question to BROKER and that all descriptions of the cargo are complete, accurate and include all information required by applicable laws, rules, and regulations.  SHIPPER agrees that SHIPPER or vendors, contractors or agents shall be solely responsible for the packaging, handling, loading or unloading of freight that is tendered to BROKER, and BROKER shall have no responsibility or liability with respect thereto.  Without in any way limiting the foregoing, if SHIPPER tenders for transportation cargo designated as hazardous materials or dangerous goods, SHIPPER shall be solely responsible for complying with any and all applicable laws, rules, regulations, and conventions with respect to classifying, tendering, packaging, and labeling such cargo and must provide notice of any such cargo at the time a request for Services is first initiated by SHIPPER to BROKER.  When requesting service with respect to any shipment containing food that is subject to regulations of the Food and Drug Administration, SHIPPER shall be solely responsible for identifying handling obligations necessary for the safe and sanitary handling of Food and, at the time of the initial request for Services with respect to the individual shipment, will provide written notice to BROKER that the consignment contains food and any special instructions or handling requirements to be imposed on the carrier.

4.  CHARGES AND PAYMENT FOR SERVICES
A. BROKER shall invoice by the load. SHIPPER may require submittal 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 after delivery of the load. All amounts not paid by SHIPPER within such thirty (30) day period shall accrue interest at a rate of 1.5% per month.

B. SHIPPER shall pay BROKER, without offset, for the Services provided under these Terms & Conditions at the rates and charges as agreed between the parties, which may be pursuant to a load confirmation or similar communication, including email. All payments by SHIPPER shall be remitted to BROKER at the following address: NFI Logistics, LLC c/o Brokerage, Lockbox W510138, P.O. BOX 7777, Philadelphia, PA 19175-0138, or such other address as may be included on the invoice for Services rendered.

C. Each party shall have one (1) 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. SHIPPER shall reimburse BROKER for all expenses of litigation, including reasonable attorney’s fees, in any successful action by BROKER to collect unpaid invoices from SHIPPER hereunder.

F. In the event that BROKER accepts and provides Services to or on behalf of 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 BROKER’s provision of freight Services to SHIPPER hereunder that BROKER shall have a lien on all of SHIPPER’s freight in the carrier’s possession for any amounts owed to BROKER for 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.

5.  BROKER’S OBLIGATIONS

A. General.

(1) Compliance with Laws, Rules and Regulations. BROKER represents and warrants that it is duly and legally qualified to operate as a property broker and to provide the Services contemplated herein.  BROKER agrees to comply with all applicable federal, state, and local laws regarding the provision of such Services.  

(2) Carrier Selection. Broker has the sole right and authority to select the carriers used to perform the transportation services for or on behalf of SHIPPER. Broker is solely authorized to make the necessary transportation arrangements with regard to SHIPPER’s freight that has been tendered to BROKER. BROKER’s sole responsibility with respect to the selection and retention of carriers is to make reasonable efforts to place SHIPPER’s loads with carriers: (a) that are authorized to perform the transportation services required by SHIPPER; (b) that do not hold an “unsatisfactory” or unfit safety rating from the U.S. Department of Transportation; and (c) that possess all insurance coverages required hereunder or by applicable law.  BROKER makes no express or implied warranties or guarantees concerning delivery time or locating a carrier to provide the transportation services requested by SHIPPER.

(3) Prompt Service. With respect to any shipment accepted by BROKER, BROKER shall promptly and efficiently retain and contract with carriers to transport the shipment.

(4) Delay; Accidents. BROKER shall notify SHIPPER of any accidents, spills, theft, hijacking or other events of which it becomes aware which impair the safe and prompt delivery of SHIPPER’s goods in the carrier’s 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 shall be provided by SHIPPER as soon as reasonably practical, and BROKER shall be entitled to charge such other reasonable fees in connection with compliance with such instructions.

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 reasonably 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 applicable 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. 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.

(3) Validity.  Any reference to BROKER as the carrier on the bill of lading shall not be valid or binding. SHIPPER understands that BROKER is brokering each shipment to a separate licensed motor carrier.

C. Carrier Insurance Requirements.
BROKER shall broker SHIPPER loads only to those carriers that maintain the following policies of insurance: (i) cargo liability 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; and (iv) worker’s compensation insurance with minimum limits as may be required by applicable statute.

6.  MILEAGE
Where rates are based on mileage, mileages will be determined through the use of the most current version of PC Miler Practical Miles (Zip Code to Zip Code, with the 53-foot option turned on) at the time the load is tendered.

7.  CARGO LIABILITY

A. BROKER Liability is Limited. Except as provided hereunder, BROKER shall not be liable, under any circumstances, to SHIPPER for the loss or damage to SHIPPER’s goods, except to the extent such loss or damage is caused by BROKER’s negligent acts or omissions, in which case BROKER’s liability shall be limited to the charges assessed by BROKER and paid by SHIPPER with respect to the lost or damaged goods. Liability, if any, for such losses and damages to SHIPPER’s goods shall be borne solely by the carriers, subject to a maximum cargo liability of $100,000 per occurrence, however caused, unless SHIPPER declares, and BROKER accepts in writing, a request for coverage in excess of $100,000. The measurement of loss or damage for shipments shall be the invoice cost to replace such lost or damaged goods. In no event shall BROKER and/or the carrier selected by BROKER to transport SHIPPER’s goods be liable to SHIPPER or any other party for any delay in delivering any such shipment.  SHIPPER is responsible for filing a claim with BROKER alleging liability for cargo loss and damage within six (6) months of the date of delivery of the cargo in question (or, if none, within six (6) months of the date cargo should have been delivered).  Failure to do so shall result in an absolute bar to any such claim.

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. Liability for Structured Theft. Notwithstanding the foregoing, in the event a load that is tendered to BROKER by SHIPPER is stolen as a result of a “Structured Theft” (as hereinafter defined), BROKER shall be liable to SHIPPER for the loss of SHIPPER’s goods as a result of such Structured Theft; subject to a maximum cargo liability of [$100,000] per occurrence. For purposes of this Section 7.B., the term “Structured Theft” shall mean the theft by a third party of a load of SHIPPER’s goods that has been tendered to BROKER by means of identity theft, fictitious or false impersonation, and fraudulent paperwork provided that such theft did not result, in whole or in part, from the acts or omissions (including negligence or willful misconduct) of SHIPPER or its contractors, vendors or agents.

D. Shipper Liability. SHIPPER shall be directly liable to BROKER and its carriers for costs and accessorial charges incurred by either as the result of a shipment being canceled by SHIPPER or as required to perform pick-up or delivery of SHIPPER orders.

8.  INDEMNITY

A. Indemnity by BROKER. BROKER shall indemnify, defend and hold harmless SHIPPER, its affiliated and associated companies, and their respective agents, officers, directors, and employees from and against any liability, loss, cost, claims, and expenses, including reasonable attorneys’ fees and costs of defense (together, “Losses”), arising out of the negligent acts or omissions of BROKER, its third-party contractors, agents or employees; provided, however, that under no circumstances shall BROKER be obligated to indemnify, defend or hold harmless SHIPPER or its indemnitees from or against any Losses caused in any manner by or resulting from the acts or omissions of a carrier.

B. Indemnity by SHIPPER. SHIPPER shall indemnify, defend and hold harmless BROKER, its affiliated and associated companies, and their respective agents, officers, directors, and employees from and against any Losses arising out of the negligent acts or omissions of SHIPPER, its third-party contractors, agents or employees. The preceding indemnity shall extend to all Losses that in any way arise from or out of the loading or unloading of any trailer or container by or on behalf of SHIPPER.

9.  NONEXCLUSIVE TERMS & CONDITIONS
It is understood and agreed between the parties hereto that BROKER shall be free to accept freight for transportation from shippers other than SHIPPER and that SHIPPER shall be free to tender freight for transportation to brokers other than BROKER.

10.  INDEPENDENT CONTRACTOR
BROKER shall perform the Services hereunder as an independent contractor and nothing in these Terms & Conditions shall be construed as establishing an employment relationship, partnership or joint venture between the parties.

11.  GOVERNING LAW; JURISDICTION
The laws of the State of New Jersey shall govern the validity, construction and performance of these Terms & Conditions. All controversies, claims, actions, suits or proceedings arising hereunder shall be brought only in the state or federal courts located in Camden County, New Jersey.

12.  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 such party.

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 party within a period of two (2) working days after the condition is remedied.

13.  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.

14.  LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS & CONDITIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THESE TERMS & CONDITIONS, EVEN IF ONE OR BOTH PARTIES HAVE BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND WITHOUT REGARD TO THE NATURE OF THE CLAIM OR THE UNDERLYING THEORY OR CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE.  
 ase, 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.

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.

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.