These “Freight Terms” and the “General Terms” (which govern terms specific to Freight Services and other STORD Services, located at STORD.com/service-agreement-terms/general-terms) apply to STORD “Service Agreements” in which Customer has elected to receive Freight Services from STORD. These Freight Terms, the General Terms, and the Service Agreements constitute the entire agreement between Customer and STORD for Freight Services (collectively, the “Agreement”). By executing the Services Agreement and accepting the Services, STORD and Customer agree to these Freight Terms and the General Terms. Capitalized terms not defined herein are defined in the applicable Services Agreement or the General Terms. STORD may from time to time change these Freight Terms. Any changes are effective immediately upon posting on STORD’s website at STORD.com/service-agreement-terms/freight-terms.
1. Definitions. “STORD” means STORD, Inc and/or its subsidiaries and affiliates including STORD Freight LLC. “Customer” means the entity that has executed a Service Agreement for Freight Services with STORD.
2. Freight Services. Freight services are provided by STORD Freight LLC as “STORD”. STORD is a licensed broker as defined by 49 U.S.C. §13102 (12) operating under FMCSA MC-747274-B. STORD only undertakes to arrange for the transportation of shipments on behalf of Customer from various origins and destinations throughout the United States. The transportation is furnished by Carriers selected by STORD. STORD agrees to arrange for transportation of Customer’s freight pursuant to the terms and conditions of the Agreement and in compliance in all material respects with all federal, state and local laws and regulations relating to the brokerage of the freight covered by the Agreement. STORD’s responsibility under the Agreement shall be limited to arranging for, but not actually performing, transportation of Customer’s freight (the “Freight Services”).
A. STORD agrees to arrange for the transportation of shipments in accordance with the applicable Service Agreement, as well as any other shipments offered by Customer as accepted by STORD. Customer is not restricted from tendering freight to other brokers, freight forwarders, third-party logistics providers, or directly to motor carriers. STORD is not restricted from performing Freight Services for other parties.
B. Customer shall be responsible to STORD for: timely and accurate delivery specifications and description of the cargo, including, but not limited to, dimensions, weight, temperature, any special handling or security requirements, and employing reasonable security protocols to reduce the risk of cargo theft.
4. Freight Carriage. STORD has entered into, or will enter into, agreements with each carrier (each, a “Carrier”) it engages to perform the transportation services required by this Agreement. Those agreements will be negotiated between Stord and the Carrier consistent with industry standards for this type of agreement, including without limitation the requirements for such Carrier’s compliance with all applicable laws, defining Carrier’s responsibility for loss, damage, theft, and delay, and minimum levels and types of Carrier insurance.
5. Receipts and Bills of Lading. If requested by Customer, STORD agrees to provide Customer with proof of acceptance and delivery of shipments in the form of a signed Bill of Lading or Proof of Delivery via US Mail, courier, or electronically by fax or email. Customer’s insertion of STORD’s name on the bill of lading shall be for Customer convenience only and shall not change STORD’s status as a property broker. The terms and conditions of any freight documentation used by STORD or Carrier selected by STORD may not supplement, alter, or modify the terms of this Agreement.
6. Payments. STORD shall invoice Customer for its Freight Services in accordance with the Service Agreement and the General Terms.
A. Freight Claims: Customer must file claims for cargo loss or damage with STORD within one hundred eighty (180) days from the date of such loss, shortage or damage, which for purposes of the Agreement shall be the delivery date or, in the event of non-delivery, the scheduled delivery date. Customer must file any civil action against STORD within two (2) years from the date the Carrier or STORD provides written notice to Customer that the Carrier has disallowed any part of the claim in the notice.
B. It is understood and agreed that the STORD is not a Carrier and that the STORD shall not be held liable for loss, damage or delay in the transportation of Customer's property, unless caused by STORD’s negligent acts or omissions in the performance of this Agreement. STORD shall assist Customer in the filing and/or processing of claims with the Carrier.
C. In no event shall STORD or STORD’s contracted Carrier be liable to Customer for special, incidental, or consequential damages that relate to loss, damage or delay to a shipment.
D. All Other Claims: The parties shall notify each other of all known material details of claims within sixty (60) days of receiving notice of any claims other than cargo loss or damage claims, and shall update each other promptly thereafter as more information becomes available. Civil actions, or arbitration, if any, shall be commenced within 2 years from the date either Party provides written notice to the other Party of such a claim.
8. Insurance. STORD agrees to procure and maintain at its own expense, at all times during the term of this Agreement, comprehensive general liability, contingent cargo, errors and omissions, auto liability, insurance coverage in amounts commensurate with industry standards for such policies. Upon Customer’s written request, STORD shall submit to Customer a certificate of insurance as evidence of such coverage and which names Customer as “Certificate Holder.”
9. Surety Bond. STORD shall maintain a surety bond or trust fund agreement as required by the Federal Motor Carrier Safety Administration (the “FMCSA”) in the amount of $75,000 or as otherwise required by the FMCSA and furnish Customer with proof upon request.
10. Hazardous Materials. Customer shall comply with all applicable laws and regulations relating to the transportation of hazardous materials as defined in 49 CFR §172.800, §173, and § 397 et seq. to the extent that any shipments constitute hazardous materials. Customer is obligated to inform STORD immediately if any such shipments constitute hazardous materials. Customer shall defend, indemnify and hold STORD harmless from any penalties or liability of any kind, including reasonable attorney fees, arising out of Customer’s failure to comply with applicable hazardous materials laws and regulations.
11. Homeland Security. As applicable to each, respectively, STORD and Customer shall comply with federal, state and local Homeland Security related laws and regulations.
12. Termination. A. Both parties will discuss any perceived deficiency in performance and will promptly endeavor to resolve all disputes in good faith. However, if either Party materially fails to perform its duties under this Agreement, the Party claiming material default for a cause other than those listed in Section 12.B may terminate this Agreement on 30 days prior written notice to the other Party if such breach remains uncured. Customer shall be responsible to pay STORD for any Freight Services performed prior to the termination of this Agreement, including shipments scheduled and in transit on the date of termination, if ultimately delivered and invoiced to Customer in accordance with this Agreement.
B. Default: The following actions, in addition to any other material breach described elsewhere in this Agreement, shall each constitute a material breach of this Agreement:
(i) Either Party files a voluntary petition under Chapter 7 or 11 of the U.S. Bankruptcy Code, or any equivalent state law; or a petition is filed against the Party, under federal or state law which is not dismissed within 60 days.
(ii) STORD’s license(s) required for STORD to perform its obligations under this Agreement is revoked, canceled, suspended, or discontinued for any reason.
In the event of the occurrence of any breach(es) listed in this Section 12.B, the non-breaching party may terminate this Agreement effective immediately upon written notice to the breaching party.
13. No Liability for the Selection or Services of Third Parties and/or Route. Customer expressly agrees that, in the performance of its duties, STORD shall retain, select and/or subcontract the transportation and related services required by Customer to Carriers that are duly authorized to transport such shipments pursuant to all applicable regulatory authority. Customer further agrees that the selected Carriers are independent contractors with the exclusive control over their respective drivers and employees, and are not agents, employees or authorized representatives of STORD, its agents or affiliated entities. Unless services are performed by persons or firms engaged pursuant to express written instructions from Customer, STORD 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, and delivery of the shipment; advice by STORD that a particular person or firm has been selected to render services with respect to the goods shall not be construed to mean that STORD warrants or represents that such person or firm will render such services nor does STORD assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and STORD 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 Carrier or the agent of a Carrier; all claims in connection with the act of a Carrier shall be brought solely against such party and/or its agents; in connection with any such claim, STORD shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the STORD.
14. Indemnification. Subject to the monetary insurance limits and coverage in Section 8, Customer shall defend, indemnify and hold STORD harmless from and against any claims, actions or damages, including, but not limited to cargo loss, damage, or delay and payment of rates and/or accessorial charges to Carriers, arising out of this Agreement, provided, however, STORD shall not offer settlement in any such claim without the agreement of Customer which agreement shall not be unreasonably withheld. If STORD offers or agrees to a settlement for such a claim without the written agreement of Customer, Customer shall be relieved of its indemnification obligation. Neither Party shall be liable to the other Party for any claims, actions or damages due to such other Party’s own negligence or intentional acts. Failure of insurance coverage, for any reason, shall not exonerate either party from its indemnity obligations hereunder. The obligation to defend shall include all costs of defense as they accrue.