SHIPPING CONTRACT
This Contract for Services is made effective as of this day of , 2021, by and between Official Logistics Inc. of 4524 West Palo Alto #204, Fresno, CA 93722-2952 (the “Broker”) and of (the “Shipper”), individually (a “Party”) and collectively (the “Parties”).
WHEREAS:
Shipper agrees to offer for shipment and Broker agrees to arrange for transportation by motor vehicle from and to points which service may be required and such quantities of authorized commodities as Shipper may require.
The Parties hereby agree as follows:
1. Consideration. Shipper agrees to pay Broker for the transportation of authorized commodities under this Contract in accordance with effective schedules within fifteen (15) days of the receipts by Shipper of Broker’s invoice covering such transportation and proof of delivery documents, or in the time period agreed upon, in writing, between Shipper and Broker as an addendum to this Agreement.
Discounts of freight invoice charges will not be permitted. Broker reserves the right assess a service charge of 3% for each invoice for each fifteen (15) day period (or 36% annually) of freight invoice if not paid within the above schedule.
Detention pay trucking standards dictate that trucks must be loaded within 4 hours. After that, the Shipper is expected to pay from $25 to $100 for each hour the driver is kept waiting over the limit.
In addition to any other right or remedy provided by law, if Shipper fails to pay for the services when due, Broker has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.
2. Performance of Services. Shipper agrees to comply with all applicable provisions of any Federal, State and/or local law or ordinance and all lawful orders, rules and regulations issued thereunder. Shipper agrees to perform its services under this Contract in accordance with the highest standards of industry.
3. Term. The term of this Agreement shall be one year from the date hereof, and thereafter it shall automatically be renewed for one (1) year periods, unless terminated, upon thirty (30) days’ prior written notice, with or without cause, by either Party at any time, including the initial term. In the event of termination of this Agreement for any reason, the Parties shall be obligated to complete the performance of any work in progress in accordance with the terms of this Agreement.
4. Insurance. Broker agrees to maintain cargo insurance in the amount of $100,000 as an optional contingency insurance to compensate Shipper for loss or damage to shipments tendered to Broker’s transportation services. Shipper agrees that the primary insurance coverage and responsibility for loss or damage is that of the licensed motor carrier transporting shipments, as required by the Federal Highway Administration, and that Broker’s cargo insurance will be utilized only in the case of failure of carrier’s insurance; in any case, Broker’s liability shall be limited to the coverage afforded by Broker’s contingent cargo policy. All claims for loss and damage, and
any salvage arising there from shall be handled and processed in accordance with the effective schedules within thirty (30) days of the receipt by Shipper of Broker’s invoice covering such transportation.
5. Warranty. Broker shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Broker’s community and region, and will provide a standard of care equal to, or superior to, care used by similar service providers similar to Broker on similar projects.
6. Default. The occurrence of any of the following shall constitute a material default under this contract:
a. The failure to make a required payment when due;
b. The insolvency or bankruptcy of either party;
c. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency; or
d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.
7. Liability. The Carrier has obtained public liability insurance in the amount of more than $1,000,000 as required by federal regulation (BMC-91 on file). Carrier shall be liable for any damage or loss arising from this Agreement.
8. Dispute Resolution. The Parties hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of California and to the jurisdiction of the United States District Court for the District of California for the purpose of any suit, action or other proceeding arising out of or based upon this Contract.
The Parties agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of California or the United States District Court for the District of California.
The Parties hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Contract or the subject matter hereof may not be enforced in or by such court.
9. Force Majeure. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control (“Force Majeure”), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused Party
shall use reasonable efforts under the circumstances to avoid or remove such causes of non performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission will be deemed within the reasonable control of a Party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
10. Entire Contract. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the Parties.
11. Severability. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
12. Amendment. This Contract may be modified or amended in writing, if the writing is signed by the Party obligated under the amendment.
13. Governing Law. This Contract shall be construed in accordance with the laws of the State of California.
14. Notice. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such address as one Party may have furnished to the other in writing.
15. Waiver of Contractual Right. The failure of any Party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
16. Assignment. Neither Party may assign or transfer this Agreement without the prior written consent of the non-assigning Party, which approval shall not be unreasonably withheld.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
HARBHAJAN SINGH in his capacity as CEO-FOUNDER of OFFICIAL LOGISTICS INC. Signature:
in his capacity as of Signature:
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