|Alpha Quantum Logistics Terms & Conditions of Service
These terms and conditions of service constitute a legally binding contract between the "Company" and the "Customer". In the event the Company renders services and issues a document containing Terms and Conditions governing such services, (as referenced on our Credit Application via PDF, our Credit Application on our website www.shipquantum.com ,our Bill of Lading – “BOL”), and or any other document that is used to have the “Company” provide logistics services for the “Customer”, the Terms and Conditions set forth in such document(s) shall govern those services.
- "Company" shall mean RLS Transportation Solutions Inc, DBA Alpha Quantum Logistics 501 Silverside Road Suite 153 Wilmington DE 19809, its subsidiaries, related companies, agents and/or representatives; The Company is a registered transportation Freight Broker with the FMCSA under docket number MC-1499436-B and US DOT No. 3994432 as well as being a Delaware Corporation.
- "Customer" shall mean the person for which the Company is rendering service, as well as its principals, agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper's agents, insurers and underwriters, break-bulk agents, consignees, or third parties doing business on behalf of the Customer. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives.
- "Documentation" shall mean all information received directly or indirectly from Customer, whether in paper or electronic form;
- "Third Parties" shall include, but not be limited to, the following: "carriers, truckmen, cartmen, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise".
- Company as agent. The Company acts as the "agent" of the Customer for the purpose of performing duties as identified by the Customer and or for arranging for transportation services, both domestically and or internationally, or other logistics services in any capacity other than as a carrier. The company is NOT a carrier but a Third-Party Logistics – “3PL”, also known as a “Broker”.
- Limitation of Actions.
- Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual loss, must be made in writing and received by the Company, within 60 days of the event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer.
- All suits against Company must be filed and properly served on Company as follows:
- For claims arising out of brokering domestic motor carrier transportation, either within the US, Canada and or Mexico, within 60 days from the date of loss or delivery date, whichever occurs first.
- For claims arising out of air transportation, within 60 days from the date of the loss or delivery date, whichever occurs first.
- For any and all other claims of any other type, including transloading, warehousing, drayage, or any other type of transportation not noted above, within 60 days from the date of the loss or damage or delivery date, whichever occurs first.
- No Liability for The Selection or Services of Third Parties and/or Routes. Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, Company shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, delivery of the shipment; advice by the Company that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person or firm will render such services nor does Company assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party; all claims in connection with the Act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company. The Company is not liable for any consequential damages from late deliveries, non-delivered, miss delivered, damaged, or missed pickups in any way.
- Quotations Not Binding. Quotations as to fees, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between the Company and the Customer. Quotes provided are based upon the metrics given to the Company and noted on the Quote document. In the event of a reclassification, change in pick up location, change in delivery location, Truck Ordered Not Used – TONU, detention charges, additional delivery requirements or any other change that may alter the original quote provided, the Customer agrees to pay those additional charges that are deemed fair and reasonable.
- Reliance on Information Furnished.
- Customer acknowledges that it is required to review all documents provided for transportation to ensure that they are accurate, either by the Customer themselves, or their agent representing them for said shipment.
- The Company 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 the Company harmless from any and 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 the Company reasonably relied.
- The Customer agrees that it shall indemnify and hold the Company harmless from any and all claims, losses, penalties or other costs resulting from any incorrect or questionable statements of the weight provided by the Customer or its agent or contractor on which the Company relies to provide accurate transportation quotes.
- Customer acknowledges that it is required to advise Company in advance of its intention to tender hazardous material goods and that it will otherwise comply with all federal and international hazardous material regulations when tendering hazardous shipments to the Company.
- Declaring Higher Value to Third Parties. Third parties to whom the goods are entrusted by the Company may limit liability for loss or damage; the Company will request excess valuation coverage only upon specific written instructions from the Customer, which must agree to pay any additional charges and therefore; in the absence of written instructions or the refusal of the third party to agree to a higher declared value, at Company's discretion, the goods may be tendered to the third party, subject to the terms of the third party's limitations of liability and/or terms and conditions of service in place by the carrier with the Company.
- Insurance. Unless requested to do so in writing and confirmed to Customer in writing, Company is under no obligation to procure insurance on Customer's behalf; in all cases, Customer shall pay all additional premiums and costs in connection with procuring those additional insurance polices on a per shipment basis.
- Disclaimers; Limitation of Liability.
- Except as specifically set forth in these terms and conditions, Company makes no express or implied warranties in connection with its services.
- Customer may obtain supplemental insurance coverage for cargo loss or damage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefor, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s).
- In all events, the Company's liability shall be limited to the following:
- The Company liability will be that of what the carrier provides under the carrier’s tariff and or insurance at the time when shipment was picked up or the tariff that is in place by the Company for said carrier at the time the shipment is tendered, which ever is lower.
- LTL carriers’ tariffs and liabilities are based on a NMFC classification per pound and per shipment and shall be what the Customer accepts when shipments are tendered to Company.
- In no event shall Company be liable or responsible for consequential, indirect, incidental, statutory, or punitive damages, even if it has been put on notice of the possibility of such damages, or for the acts of third parties.
- With respect to domestic transportation, Company shall not be liable for a motor carrier’s failure to maintain insurance or for the accuracy of any documentation furnished by a motor carrier or third party to Company or Customer evidencing said coverage.
- Payment Terms. Payments are due within 15 days of the date of shipment being picked up. Additional costs such as detention at pick up, detention at delivery, reclassification – if any, will be applied if needed and an adjusted invoice will be emailed accordingly. Invoices over 30 days may be subject to additional costs at the rate of 1.5% per month, or the highest legal rate allowed by law. Customer additionally agrees that in the event the invoices are sent to collection that the invoice may be increased by 50% and that the additional collection costs, attorney’s fees and expenses related to the collection of unpaid overdue invoices will also be due to Company. Returned checks or NSF on any shipment will be subject to a $100 fee added to the shipment that was invoiced.
- Credit Approval. Customers are required to fill out our credit document. The Company will perform a credit check based on the information provided by the Customer. The amount of credit will be provided based on the credit worthiness of said Customer.
- Indemnification/Hold Harmless. The Customer agrees to indemnify, defend, and hold the Company harmless from any claims and/or liability, fines, penalties and/or attorneys' fees if the Company needs to defend itself against a claim or action arising out of any legal item pertaining to shipments from the Customer. In the event that any claim, suit, or proceeding is brought against the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company. The Company may also seek reimbursement of any and all costs associated with defending itself from the Customer for any reason.
- COD Shipments - The Company does not accept COD shipments. In the event that the Company does accept a COD shipment the Company and its carriers will have zero liability to collect the COD amount noted and will not assume any liability for said shipment while being picked up, in transit, or delivered.
- Costs of Collection. In any dispute involving monies owed to Company, the Company shall be entitled to all costs of collection, including reasonable attorney's fees and interest at 18% per annum or the highest rate allowed by law, whichever is less unless a lower amount is agreed to by Company.
- Preparation and Issuance of Bills of Lading. All Bills of Lading (BOL) are NON-NEGOTIABLE and are subject to the Terms and Conditions contained in the National Motor Freight Classification (NMFC). All Bills of Lading, prepared either by the Customer or by the Company on behalf of the Customer, shall be deemed, conclusively, to have been prepared by the Customer. The Customer is requested to use the Company system generated Bill of Lading, but that is not mandated. In the event the Customer uses a BOL that has incorrect or missing information on it, such as but not limited to, pick up address, delivery address, piece count, piece size, weight, ready time or delivery time frames, the Customer will assume any added cost applicable to said shipment, if it applies. It is the Customers responsibility to verify all info that is provided on our system generated BOL for accuracy as well. The Company is not responsible for incorrect info that may or may not incur added costs to the original quote. Customer agrees to pay any added costs, if any, in the event the BOL contains incorrect information. In the event there is missing information on a BOL, Company may at its discretion complete, update, correct or replace the documents with the corrected documents. If any fees apply for these services, they will be applied to the invoice including but not limited to detention, reconsignment, disposal fees, and or TONU – truck ordered not used.
- Claims and Limitations of Liability. The Company is not liable for any loss, damage, wrongly delivered or non-delivery caused by (A) the act, default or omission of a Carrier; the Customer or any other party who claims interest in the shipment; or (B) the nature of the shipment or any defect therein; or (C) a violation by the Customer of any provision of this Agreement, the BOL, the carrier’s tariff, including, improper or insufficient packing, securing, marking or addressing; or (D) failure to observe any of the rules relating to shipments not acceptable for transportation or shipments acceptable only under certain conditions; or (E) acts of God, perils of the air, public enemies, public authorities, acts or omissions of Customs or quarantine officials, war, riots, strikes, labor disputes, shortages, weather conditions or mechanical delay or failure of vehicles, aircraft or other equipment; or (F) the acts or omissions of any person other than employees of Company or (G) the selection of carrier for a particular shipment. Customer acknowledges that to provide competitive rates for the services, that the parties have agreed as a material term of this Agreement that the risk of loss or damage incurred because of COMPANY alleged liability shall be limited to the fees that COMPANY has earned with respect to the subject shipment. Customer specifically acknowledges that COMPANY shall have no liability for negligent acts or omissions of its employees except to the extent such actions or omissions constitute gross negligence. There is a minimum claim amount of fifty dollars ($50) (after limit of liability rule has been applied) on damage/shortage claims in order for COMPANY to file a claim with the carrier. There is a minimum claim amount of fifty dollars ($50) (after the 1/3 rule has been applied) for concealed damage claims in order for COMPANY to file a claim with the carrier. COMPANY is NOT a trucking company and as a Transportation Broker or 3PL, has no liability, responsibility, or involvement in issuing insurance, the denial of insurance, or in the payment of cargo claims. Liability is provided by the carrier that moves the product from the point of pick up to the delivery. The liability may be provided on a per pound basis or by the truck, depending on the type of transport your shipment requires. It is the Customers responsibility to advise COMPANY the total value of the shipment, in writing, so that we may, at your request, provide additional coverage beyond what the carrier provides. Customers are urged to not assume that their shipment is fully covered for the entire value. Limitations of liability may change based on shipment size, weight, commodity, or other factors outside COMPANY control. The carrier provided insurance is posted on said carrier’s website and can be provided should you ask for it. COMPANY can provide added insurance if you ask for it. All insurance requests will be provided in an email as to the added cost and what COMPANY will insure the goods for. In the event of a cargo claim, the claimant is to file a claim form directly with the carrier, promptly. Cargo claims must be filed within 9 months of the shipment date to be considered. COMPANY will advocate for the Customer and help in mitigation of any claim as it pertains to working with the carrier for the claim payment, documents that may be needed, and or processing of the claim by the carrier. Any claim amount paid will be paid to the Customer directly. The filing of a cargo claim does not alleviate the responsible party from payment of freight charges. Freight charge payment is needed within normal established pay terms, 30 days from date of pick up typically, for the carrier to process the claim.
- Consequential Damages. Company is not responsible for any missed pick up, non-delivery, late delivery, damaged delivery or miss directed delivery or due to acts of God, public enemies, war, riots, strikes, labor disputes, incorrectly labeled freight, incorrect BOL, insufficient packaging, or securing of the freight, weather or mechanical delay or equipment failure. Additionally the Customer agrees that the Company has zero liability in the event of any Consequential damages resulting from any of the items noted above in section 17 of the T&C.
- Independent Contractors. The service providers used by the Company are those of independent contractors. The Customers goods are tendered to those providers, and the Companies Terms and Conditions will prevail. Customer may at their discretion chose to review our Terms and Conditions on our website at www.shipquantum.com or request more info from the Company in writing. Our Terms and Conditions may change, be updated, without notice at any time and Customer agrees to these changes with or without notice.
- No Modification or Amendment Unless Written. These terms and conditions of service may only be modified, altered, or amended in writing signed by both Customer and Company; any attempt to unilaterally modify, alter or amend same shall be null and void.
- Compensation of Company. The compensation of the Company for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by the Company to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers and others in connection with the shipment. In any referral for collection or action against the Customer for monies due the Company, upon recovery by the Company, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee.
- Overweight shipments and governmental tickets – In the event a shipment is tendered to Company and deemed overweight by certified scale or police, the Customer will be responsible for added charges including but not limited to, rerouting, unloading, reloading, storage and or added costs and miles. Additionally, governmental tickets given to the driver and or truck will be added to the Customers invoice as a line item, plus a 10% administrative cost.
- Force Majeure. Company shall not be liable for losses, damages, delays, wrongful or missed deliveries or nonperformance, in whole or in part, of its responsibilities under the Agreement, resulting from circumstances beyond the control of either Company or its sub -contractors, including but not limited to: (i) acts of God, including flood, earthquake, tornado, storm, hurricane, power failure, epidemic or other severe health crisis, or other natural disaster; (ii) war, hijacking, robbery, theft or terrorist activities; (iii) incidents or deteriorations to means of transportation, (iv) embargoes, (v) civil commotions or riots, (vi) defects, nature or inherent vice of the goods; (vii) acts, breaches of contract or omissions by Customer, Shipper, Consignee or anyone else who may have an interest in the shipment, (viii) acts by any government or any agency or subdivision thereof, including denial or cancellation of any Import/Export or other necessary license; or (ix) strikes, lockouts or other labor conflicts. In such event, Company reserves the right to amend any tariff or negotiated freight or logistics rates, on one day’s notice, as necessary to provide the requested service.
- Severability. In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in Full force and effect. Company's decision to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein.
- Governing Law; Consent to Jurisdiction and Venue. These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of Delaware without giving consideration to principles of conflict of law. Customer and Company:
- irrevocably consent to the jurisdiction of the United States District Court and the State courts of Delaware.;
- agree that any action relating to the services performed by Company, shall only be brought in said courts;
- consent to the exercise of in personam jurisdiction by said courts over it, and
- further agree that any action to enforce a judgment may be instituted in any jurisdiction.
- Attorney’s Fees and Costs. The Customer shall be fully responsible for all attorney’s fees and expenses incurred by the Company if we need to collect payment for services provided or to enforce the Companies rights as set forth in these Terms and Conditions.
- Arbitration. In the event that the parties are not able to resolve any dispute, the arbitration shall be done in New Castle County, Delaware.. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regard to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions. Notwithstanding the foregoing, either Party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party’s rights or property pending the completion of arbitration. Nothing herein shall prevent the parties to any dispute from agreeing to attend mediation at any time.
- Determination of Charges. Customer shall be liable for all charges payable on a Customers shipment. Charges may include basic transport, fuel and or accessorial charge provided upon delivery. This may include detention at pick up, detention at pick up or delivery, liftgate delivery or liftgate pick up, residential delivery, as well as canceled pickup charges once dispatched by the Company. Company reserves the right to adjust charges and to re-invoice Customer if the original shipment was not as stated, based on origin pick up, weight, size, dimensions, class, re-routing, overweight vehicle, over dimensional freight, or accessorial needed. Any dispute of any charge must be done in writing, timely, within 30 days of the shipment being picked up or the charges will be deemed valid.
- Truck Ordered Not Used - TONU. In the event a truck is ordered and then canceled after the Company dispatched the driver, a TONU – Truck Ordered Not Used fee will apply. The Company will do everything possible to avoid these charges and keep them as low as possible, but once a truck is dispatched, a TONU fee would be applied if the pickup is canceled.
- Rate Quotations – Less Than Truckload known as LTL. LTL Rates are determined by the NMFC freight class, weight, destination, value and any accessorial such as liftgate, residential, inside delivery, for example. Changes in the shipments metrics subject to the LTL carriers’ weight and inspection (W&I) polices, may or may not change the rate for the shipment. Customer agrees to pay the updated invoice, even if it is up to 90 days later when the Company receives the W&I.
- Rate Quotations – Truckload – Dedicated – Flatbed – Hotshot – Specialty all known as “TL”. TL Rates are quoted based on pickup and delivery points, type of equipment used, dock to dock pick up and delivery, loading by the shipper and unloading by the consignee. Any costs including detention at pick up and or delivery, as well as appointments with delays for pick up or delivery will be charged to the Customer as detention.
- Air Freight. Air freight rates are based on the actual weight or dimensional weight, whichever is greater. Additional charges may apply for over dimension or excessive length in addition and must meet airlines standards for flying. Improperly crated or packaged items will be returned to the shipper at an additional cost. Air shipments are not guaranteed for any specific transit time and are handled by Company’s partners and subject to the airline’s specific rules, regulations, and pricing.
- Reasonable Dispatch and Delivery. The Company shall not guarantee any exact pick up or delivery time frames or specific days. In addition, there shall be no liability or penalty for a late, misdirected, or undelivered shipment. The Customer wholly agrees that regardless of when a shipment is delivered, the entire freight invoice will still be due in full.
- Changes to Terms and Conditions. The Company reserves the right, at our discretion, to modify, alter or amend the Terms and Conditions at any time without notice. The updated T&C will be posted on our website at www.shipquantum.com.
- Lien. The Company shall have a lien on the shipment for all sums due it relating to the shipment, or any other amounts owed by Customer. Customer authorizes the Company to advise third parties of asserted liens and to hold possession of any shipment against which a lien is asserted.
- Disclaimer of Warranties. Except as expressly provided in this agreement, the Company makes no warranties, express or implied, including without limitation, warranties of merchantability or fitness for a particular purpose, with regard to shipments, warehoused good, items in transit or deliveries or with regard to the information provided on the website or services related to transactions conducted on this website. The Company cannot guarantee delivery by any specific time or date and in no event shall the Company be liable for any special, incidental, or consequential damages, including damages relating to the loss of profits or income, whether or not such damages were reasonably foreseeable or made known to the Company.
- Binding Nature of Agreement, Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors, and assigns, except that no party may assign, delegate or transfer any of its obligations under this Agreement without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld.
- Execution. This Agreement shall be binding upon receipt by the Company of Customer’s acknowledgment of its intent to be bound thereby, as evidenced by its designation of acceptance of the Companies web page, by its execution of any BOL provided to Company to be used for a shipment, by said Customers vendors or designated parties that schedule or request a pick up or delivery, by freight tender via electronic or via email from Customer or its agents, or by the submission of the Companies credit application.
- Modification and Waiver of Complete Agreement. No provision of this Agreement shall be amended, waived, or modified except by an instrument in writing signed by both Parties hereto.
- Materiality. All covenants, agreements, representations, and warranties made herein shall be deemed to be material and to have been relied on by the Parties in entering into this Agreement and shall survive the acceptance of this Agreement.
- Severability. The inapplicability or unenforceability of any provision of this Agreement shall not limit or impair the operation or validity of any other provision of this Agreement. This Agreement and the documents incorporated into this Agreement by reference, constitutes and embodies the full and complete understanding and agreement of the Parties hereto and supersedes all prior understandings, whether oral or written. No representation, promise, inducement, or statement of intention has been made by any Party hereto which is not contemplated by or embodied in this Agreement, and no Party hereto shall be bound by or liable for any alleged misrepresentation, promise, inducement, or statement of intention not so set forth.
- Excluded Goods. The following list of goods are NOT covered with insurance by the “Company” from our insurance provider, or if we purchase additional insurance, they are still not covered with any insurance at all. This list of Excluded Goods is as follows and may change without notice at any time – bulk products, cash, cigarettes and other tobacco products, computer memory modules, cotton, fine art defined as art valued in excess of $10,000 per piece, flowers, fresh foods (except frozen foods in Refridgerated containers), jewelry, laptop computers, live animals, mobile/smart phones and watches, negotiable papers, perishable commodities (defined as commodities which spoil or deteriorate when not carried or stored in a temperature controlled environment, pharmaceutical drugs, plants, precious stones and metals, securities, tablet computers and similar devices.
- Authority. By execution of this Agreement, the signatories hereto represent and warrant their authority to act in the capacity stated. By execution of this Agreement each Party represents and warrants its right, power and authority to enter into and to perform its obligation under this Agreement.
|RLS Transportation Solutions Inc DBA Alpha Quantum Logistics.