1. CARRIER understands and agrees that by entering a rate and clicking "Enter Rate" CARRIER is making an offer to provide transportation services for the shipment listed on that web page at the proposed rate 2 and that rate may be accepted by eflatbed.com to form a binding agreement for transportation services. CARRIER represents that rates entered at this Site are all inclusive rates for each shipment, including accessorial charges. Any rules or tariff of CARRIER are inapplicable. On or before the time stated on the Site during which offers may be accepted, eflatbed.com expects to select a CARRIER and accept an offer for transportation services. However, prior to award, eflatbed.com reserves the right to withdraw the shipment from the Site. In addition, if no acceptable rate offers are submitted, eflatbed.com reserves the right to contact a CARRIER and attempt to negotiate a different rate. eflatbed.com shall notify CARRIER of an acceptance of transportation services and confirm shipment and shipment details.
2. CARRIER shall sign a bill of lading or receipt for each shipment tendered to it in the form required by eflatbed.com, which form shall, among other things, identify the Shipper for whom CARRIER is performing the Transportation Service. If any terms, conditions, or provisions of any bill of lading or other form of freight receipt or contract for each shipment, except as provided herein in paragraph 24, are inconsistent with any term or provision of this Contract, this Contract shall control. Upon delivery of each shipment, CARRIER shall obtain a receipt from the consignee in a form acceptable to eflatbed.com, setting forth the goods delivered, correct count, condition of such goods and date and time of delivery. Furthermore, CARRIER agrees to confirm delivery of each shipment through the eflatbed.com website.
3.CARRIER and eflatbed.com agree that the Transportation Services provided are for specified services under specific rates and conditions pursuant to 49 U.S.C. Section 14101(b). CARRIER and eflatbed.com agree to be bound by the provisions herein and, as provided in 49 U.S.C. Section 14101(b), hereby expressly waive all rights and remedies contained in the ICC Termination Act of 1995, 49 U.S.C. Sections 13101, et seq. (and all regulations promulgated thereunder, including but not limited to, 49 C.F.R. § 371.10) for transportation covered under these terms; provided, however, the provisions relating to registration, insurance and safety fitness and any other provisions expressly agreed to or incorporated by reference herein shall not be waived. CARRIER acknowledges, understands, and agrees that it is responsible for complying with all laws, statutes, rules, regulations and policies relating to, among other things, the packaging, load securement, bills of lading, loading, and movement of any material for all shipments hereunder, including, without limitation, rules, regulations and policies issued from time to time by eflatbed.com or on behalf of Shipper.
4. CARRIER agrees that the Transportation Service shall be for the prompt transportation of products on behalf of shippers (each a "Shipper" and collectively "Shippers") as arranged by or through eflatbed.com to and from points and places as are from time to time designated by eflatbed.com and made a part of these Terms, subject to provisions herein and the limitations of CARRIER'S operating authority. CARRIER covenants and agrees that the Transportation Service to be provided by CARRIER shall include, without limitation, the following: (1) the procurement of necessary approvals, authorities or licenses from all applicable governmental agencies or regulatory authorities; (2) the provision of motor vehicles and allied equipment ("VEHICLES"); (3) the maintenance of the VEHICLES in a safe and roadworthy condition and in accordance with the rules and regulations of the Federal Motor Carrier Safety Administration; (4) the provision of competent drivers (CARRIER shall have the right to engage such individual independent contractors or employ such individuals as it may deem necessary) CARRIER shall have sole and exclusive responsibility over the manner in which it or its employees or independent contractors perform the Transportation Service. CARRIER shall also be responsible for all liabilities with respect to the Transportation Service, including, but not limited to, all costs, expenses and liabilities (including reasonable attorneys' fees) incident to or arising out of accidents, repairs of equipment, labor, fuel and insurance. CARRIER, at its own cost and expense, shall employ or furnish competent, able and legally licensed personnel to operate the equipment used to provide service pursuant to this Contract. CARRIER shall not broker any shipment;) (5) proper compliance with State and Federal safety regulations and with safety regulations of the applicable Shipper, to the extent provided to CARRIER; (6) the safe, proper, and legal load securement of all products tendered to CARRIER for shipment; (7) the dispatch of drivers and VEHICLES; (8) timely pick-up and delivery; and (9) the procurement of all supplies.
5. In the performance of Transportation Services under this Contract, CARRIER shall not use any other motor CARRIER, intermediary or broker to transport or arrange to transport any shipments tendered to CARRIER for transportation without prior written approval from eflatbed.com.
6. eflatbed.com shall forward to CARRIER within thirty five (35) days from the end of the week (12:01 a.m. Sunday - 11:59 p.m. Saturday) during which shipments were picked up, a remittance detail for all shipments picked up during the statement period. CARRIER specifically acknowledges and agrees that eflatbed.com acts only as the Shipper's agent with respect to the collection from shipper and payment to CARRIER of charges. Subject to the provisions of this section 6 and section 7 below, eflatbed.com shall make payment for the freight charges on behalf of Shippers to CARRIER within thirty-five (35) days from the last day of the week during which the shipments were delivered to or picked up on behalf of Shippers, and shall make payment for accessorial charges on behalf of Shippers within thirty-five (35) days from the date of receipt of CARRIER'S invoice for such accessorial charges; provided, however until eflatbed.com has received payment from the Shipper, eflatbed.com shall not be obligated to pay CARRIER any such charges. eflatbed.com shall use commercially reasonable efforts to notify carrier that a Shipper has ceased to pay eflatbed.com, pay in a timely manner consistent with the past dealings with such Shipper, and CARRIER may thereafter refuse to accept shipments from such Shipper. CARRIER agrees to notify eflatbed.com within sixty (60) days from receipt of the statement of errors or omissions relating to the statement; after such time CARRIER waives the right to claim that any additional freight charges are due.
7. eflatbed.com shall have the exclusive right, as CARRIER's agent for the collection and payment of charges only, to handle all billing of charges to Shippers relating to shipments tendered to and accepted by CARRIER. CARRIER shall communicate only with eflatbed.com. CARRIER shall send its freight bills for shipments and invoices for accessorial charges only to eflatbed.com. CARRIER authorizes eflatbed.com to accept payment on behalf of CARRIER of all Charges. CARRIER shall not attempt to collect its charges from the Shippers or any other party that ships or receives any of the shipments which CARRIER hauls except when eflatbed.com has not been paid by the Shipper and notifies CARRIER.
8. Under no circumstances shall any of these terms or eflatbed.com's actions or omissions or any other actions or ommissions of eflatbed.com's employees, officers, directors, agents or representatives be construed as or otherwise constitute an assumption by eflatbed.com of liability or responsibility for the non-payment of charges by Shippers.
9. In the event that CARRIER fails to perform as agreed or if CARRIER becomes liable to eflatbed.com for any amount due, eflatbed.com shall have the right to deduct the amount of the damages that eflatbed.com incurs due to such failure or on account of such liability from any monies that CARRIER is owed. The right of offset provided for in this Section 9 shall not be eflatbed.com's exclusive remedy, but rather it shall be in addition to any other legal or equitable remedies that eflatbed.com may be entitled to pursue against CARRIER.
10. CARRIER shall not cause or permit and hereby waives and releases any lien or encumbrance arising out of acts of or claims against eflatbed.com to be entered or levied upon, or otherwise to exist upon, goods transported under this Contract, including but not limited to any liens for charges which may be due to CARRIER for any particular shipment or prior shipment. CARRIER agrees that it shall remove any such lien encumbrance immediately upon becoming aware of the existence thereof. CARRIER further agrees that under no circumstances will it assert a lien or encumbrance on any goods transported, or fail or refuse to make delivery of any goods transported, as a result of any unpaid charges or dispute over unpaid charges. CARRIER agrees to execute any instruments or documents as reasonably requested by eflatbed.com in connection with the foregoing agreement. CARRIER agrees to indemnify, defend and hold harmless eflatbed.com for any and all damages suffered by eflatbed.com as a result of CARRIER's failure to comply with the provisions of this Section 10.
11. All shipment information on the Site is proprietary and confidential to eflatbed.com. CARRIER agrees not to use this Site to identify shippers of flatbed freight and back solicit or circumvent the services of eflatbed.com.
12. CARRIER must maintain on file with eflatbed.com all applicable proof of operating authority, a certificate of insurance naming eflatbed.com as certificate holder, and a completed IRS W-9 form (W-8 form if in Canada). At a minimum, insurance coverage shall include one million ($1,000,000.00) dollars auto liability including bodily injury and property damage, one million ($1,000,000.00) dollars comprehensive general liability, per occurrence and two million ($2,000,000.00) dollars annual aggregate and one hundred thousand ($100,000.00) dollars motor carrier cargo liability or other great amounts as may be required by law.
13.CARRIER shall immediately notify eflatbed.com if there is a change in CARRIER's DOT safety fitness rating or changes in operating authority. Upon receipt of an unsatisfactory DOT safety fitness rating, eflatbed.com shall have the right to suspend the use of CARRIER's user name and password.
14.CARRIER shall pick up and deliver each shipment awarded to it strictly according to the requirements set forth in the award notification, and CARRIER recognizes and agrees that time is of the essence for all shipments, including certain shipments designated as "critical" or "hot" loads with extremely time-sensitive delivery windows. CARRIER agrees to comply with all statutes, rules and regulations of all jurisdictional agencies for shipments awarded at this Site and shall not use this Site to facilitate price fixing or other conduct in violation of antitrust laws or other applicable laws or regulations. eflatbed.com reserves the right to suspend a CARRIER's user name and password for service failures, inappropriate use of the Site, or other reasons identified by eflatbed.com.
15. CARRIER shall be responsible to assure that all shipments are properly protected, loaded, unloaded, and secured. CARRIER shall also remain liable for the full actual loss, damage, or injury to the shipper's property as if it were a motor carrier providing common carriage services. CARRIER shall promptly communicate to eflatbed.com any problems that occur during transit within 24 hours after such incident.
16. CARRIER recognizes that eflatbed.com is providing a forum to facilitate transportation transactions and shall defend, indemnify, and hold harmless, eflatbed.com from and against any loss, liability, damages, claims, fines, costs or expenses, including reasonable attorneys' fees, arising from or relating to CARRIER's operations for shipments awarded through this Site or breach or violation of any of the terms herein, including but not limited to:
19. eflatbed.com PROVIDES THIS SITE ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTY OR CONDITION, EXPRESS OR IMPLIED, CARRIER AGREES THAT USE OF THIS SITE IS AT CARRIER'S SOLE RISK. eflatbed.com EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY, (II) FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND (III) THAT SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, AND/OR ERROR-FREE.
20. IN NO EVENT SHALL eflatbed.com BE LIABLE TO CARRIER FOR ANY INDIRECT, SPECIAL INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR OTHER LOSS ARISING OUT OF OR RESULTING FROM USE OF THIS SITE EVEN IF eflatbed.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF eflatbed.com AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY.
21. All content on the Site, including text, graphics, logos, button icons, images, and the selection and arrangement of such content is the exclusive property of eflatbed.com or its licensors and is protected by U.S. and internal copyright laws. All rights not expressly granted are reserved.
22. The trademarks, service marks, designs and logos (collectively, the "Trademarks") displayed on this Site are the registered and unregistered Trademarks of eflatbed.com and its licensors. Your use of the Trademarks displayed on this Site, except as provided in these Terms, is strictly prohibited.
23. You may use or download material displayed on this Site for noncommercial, personal use only. If you download material, you must retain all copyright and other proprietary notices displayed on the materials. You may not distribute, modify, transmit, post, or otherwise use the content of this Site for public or commercial purposes without eflatbed.com's written permission. eflatbed.com reserves the right to refuse service, terminate accounts, and cancel orders if eflatbed.com believes that your conduct violates these Terms.
24. Services offered on this web site are subscription-based, which are part of PLS Network Advantage Plus. If your company has at least one password to this website, you are a PLS Network Advantage Plus subscriber and have agreed to pay all charges, including applicable taxes, in accordance with the Terms in effect at the time the fee or charge becomes payable. eflatbed.com reserves the right to change the amount of, or basis for, determining any fees or charges for use of this Site, and to implement new fees, charges, or terms effective upon prior notice to CARRIERS. eflatbed.com reserves the right to terminate any CARRIER at any time for any reason.
Subscription fees will be automatically renewed each month and will be deducted from the first settlement check due each month. The subscription will be cancelled upon receipt of notification from the CARRIER.
CARRIER's right to use the Network is subject to any limits established by eflatbed.com. eflatbed.com reserves the right to either terminate CARRIER's access and account, thereby terminating this Agreement and all obligations of eflatbed.com hereunder.
25. The parties agree that this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without giving effect to its conflicts of laws provisions. In the event that litigation is initiated, the parties agree that exclusive venue for any such legal action shall lie only in the State Court located in Beaver County, Pennsylvania.
26. CARRIER shall not assign any rights, duties, or obligations under this Agreement without the prior written consent of eflatbed.com.
29. It is agreed that there are no oral representations, agreements, or understandings affecting this instrument and that any future representation, agreements, understandings or waivers must be reduced to writing in order to be binding upon the parties. Either party's failure to strictly enforce any provisions of this Contract shall not be construed as a waiver or modification thereof excusing the other party from performance.
1eflatbed.com, as used herein, shall
also include Pittsburgh Logistics Systems, Inc., PLS International, LP and Quadrivius,
Inc., its parent companies.
2It is understood that the proposed rate may be a product of an
estimated weight which is subject to adjustment based upon actual independently
verified weight or the weight as recorded on the bill of lading. The proposed rate,
to the extent it is a product of estimated mileage, is subject to adjustment
based upon actual verified mileage.
2It is understood that the proposed rate may be a product of an estimated weight which is subject to adjustment based upon actual independently verified weight or the weight as recorded on the bill of lading. The proposed rate, to the extent it is a product of estimated mileage, is subject to adjustment based upon actual verified mileage.