TERMS AND CONDITIONS
Overseas & Domestic Logistics, LLC whose principal address is 1111 Portwall
St. Ste. B, Houston TX 77029 (also referred to herein as “Company”)
provides warehousing services. When Company stores goods at its
facility, issues a warehouse receipt, the Warehouse Terms and Conditions
herein shall apply. When cargo is transported by an unaffiliated motor carrier, broker services are provided by Company, and subject to Company’s Terms & Conditions. Warehousing services are also provided by Company, LLC and subject to Company’s Terms & Conditions. Company’s motor carrier affiliate, Company, performs services by transporting cargo on equipment owned or leased to Company.
Shipper and its agents’ consent to the use of Company, to transport loads where needed. Shipper and its agents expressly agree that
They will not to hold Company, liable in the
capacity of a motor carrier. Shipper’s insertion of Overseas & Domestic
Logistics, LLC or Company (for a brokered load) as the carrier on a bill of lading or another document shall be for Shipper’s convenience only and shall not affect the status of the actual motor carrier transporting the property or brokerage entity arranging for transportation.
Shipper and its agents further agree they will not to hold Overseas &
Domestic Logistics, LLC liable in the capacity of a broker, or to attempt to
make any claim against Overseas and Domestic Logistic or Company
in connection with transportation services performed by any other motor carrier. The carrier transporting the freight at issue (“Carrier”) shall be the sole party responsible in the capacity of a motor carrier. Company, LLC is a Texas limited liability company which is solely responsible for its debts and obligations, and (ii) is not responsible for the debts and obligations of any other entity unless expressly agreed in writing. Shipper agrees that Company, and Overseas shall not be liable, and Shipper will not attempt to hold them liable for the conduct of their affiliates or third parties.
OVERSEAS & DOMESTIC LOGISTICS , LLC TERMS & CONDITIONS
“Affiliate” shall refer to a person that is connected with, associated with or controlled by Overseas & Domestic Logistics, LLC
“Broker Services’ shall refer to any additional services provided by the Company.
“Overseas” shall refer to Overseas & Domestic Logistics , LLC.
“Company” shall refer to Overseas & Domestic Logistics, LLC.
“Customer” shall refer to the person or entity tendering the goods, the person
or entity holding title to the goods, or the owner of the goods and their
employees, contractors, invitees, and agents.
“Warehouse” shall refer to any warehouse or storage facility owned, leased by,
or operated by Company, where Customer’s goods are
stored pursuant to an agreement between Customer and Overseas.
“Terms and Conditions” shall refer to this agreement.
2. Applications. These Terms and Conditions shall apply to all of Customer’s
goods tendered to Company, and received for storage at the warehouse. If Customer is not the owner of the goods or does not have title to the goods, Customer acknowledges and warrants that it acts as the owner’s and title holder’s agent and also agrees to these Terms and Conditions on behalf of the owner and title holder of the goods and other interested parties.
3. Shipment of Goods to Warehouse. Customer shall identify Customer as to
the named consignee on all goods shipped to the Warehouse. Customer shall
not ship goods to or from the Warehouse, naming Overseas & Domestic
Logistics, LLC as the consignee on a bill of lading or other shipment
documents. Company, has no beneficial title or
interest in Customer’s goods, and Customer agrees to notify motor carriers that
Company, is providing warehousing services and to
notify motor carriers of the actual consignee. If goods which name Company, as consignee are shipped and accepted, Customer shall immediately notify Company, and the motor carrier in writing that Company, is the “in care of party” only and has no beneficial title or interest in Customer’s goods.
Customer shall indemnify, defend and hold harmless OVERSEAS &
DOMESTIC LOGISTICS, LLC; ITS Affiliates (“Affiliates” and “Affiliate” is defined
as another organization or partnership with common ownership, management,
facilities, employees, equipment or interests) its other customers; and
Overseas, Its affiliates’, and its other customers’ Trustees, officers, directors, employees, and agents, (Company,)
of the above-mentioned entities from any and all claims for unpaid
transportation charges related to Customer’s goods, of any kind whatsoever
and to whoever owed, including detention, demurrage, and all other charges,
without regard to whether COMPANY, wasnamed consignee or whether COMPANY, knew
or should have known it was the named consignee on a bill of lading or other
4. Tender of Goods for Storage. Customer shall deliver all goods for storage at
the Warehouse properly marked and packaged for handling.
Customer shall furnish at or prior to such delivery a manifest showing marks,
brands, or sizes to be kept and accounted for separately and the class of
storage and other services desired. Otherwise, the goods may be stored in bulk
or assorted lots in general storage at the discretion of the Overseas, and
charges for such storage will be made at the applicable storage rate.
Receipt and delivery of all or any unit of a lot shall be made without
subsequent sorting except as agreed and subject to a charge.
Company, shall store and deliver goods only in the
packages in which they are originally received unless otherwise agreed to in
Company, shall not be responsible for segregating
goods by production code date unless specifically agreed to in writing.
Copper, explosives, goods requiring “protective security service or armed guard
surveillance,” human remains, precious metals, currency, object d’art,
collection, antiques or precious stones, jewelry, manufactured tobacco
products, ammunition, or any items of unusual value shall not be stored on
Overseas’s premises without Overseas’s express written consent.
5. Storage Charges. Company, shall invoice Customer
according to the Rate Confirmation or as otherwise quoted by Overseas &
Domestic Logistics, LLC or agreed in writing. Additionally, any rates, which
may be verbally agreed upon, shall be deemed confirmed in writing where
Company, has billed the rate and Customer has paid
it. All written confirmations of rates, including confirmations by billing and
payment, shall be incorporated herein by reference.
Customer shall pay Company, storage charges and
the charges for any additional services within 30 days of the invoice date
without deduction or setoff.
Dunnage, bracing, packing materials, or other special supplies may be
provided by Company, for the Customer at a charge
in addition to Overseas’s cost.
Storage charges include the ordinary labor involved in receiving goods at the
door of the warehouse. Any additional labor requested will be charged by
Company, to the Customer. Customer may not offset claims for loss or damage to goods against the amount owed to Company, unless otherwise agreed to in writing.
Company, reserves the right to adjust rates for
warehousing, storage, and affiliated services at its discretion, with 30 days
advance notice. Should Customer stop doing business or reduce its business with Company, below levels agreed upon between the parties, Customer shall be liable for all unrecoverable contractually obligated charges for the agreed-upon term. Company, may submit invoices through its affiliate and such administrative functions shall not alter the services outlined in these Terms and Conditions, make Company, liable for its affiliates’ conduct, or establish any kind of joint liability between Company, and its Affiliates.
6. Instructions to transfer goods from Overseas & Domestic
Logistics, LLC are not effective until delivered to and received by
Overseas, and all charges up to the time transfer are made are
chargeable to the Customer of record. If a transfer involves re-handling the
goods, such re-handling will be subject to charges at Overseas’s
7. Termination of Storage. The Company, may at any
time require the removal of any goods by the end of the next succeeding
calendar month by providing written notice to the Customer. If goods are not
removed before the end of the next succeeding calendar month, the Overseas &
Domestic Logistics, LLC may dispose of the goods in accordance with
8. Handling of Goods. Company, shall provide the
ordinary labor involved in receiving goods at the door of the warehouse, placing
goods in storage, and releasing the goods at the door of the warehouse.
Customer shall pay Company, for services requested
other than ordinary handling and storage. Customer shall pay Company, for additional expenses in receiving and returning damaged goods and loading or unloading goods at a place other than the warehouse door. Company, shall not be required to store goods in a humidity-controlled or temperature-controlled environment.
Customer may be subject to an escort fee if Customer’s access to Overseas &
Domestic Logistics, LLC’s premises requires that Overseas personnel escort Customer. Customer shall not use Company, ’s Equipment (including, but not limited to, loading, unloading, handling, CRATING, packaging, and construction equipment) without written permission from Company, . If Company, allows Customer to use any of Company,’s equipment for any reason, Customer acknowledges that Customer accepts all risk and responsibility of damage to property and injury and/or death to any person(s) arising from such use. CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS Overseas & Domestic
Logistics, LLC FROM ANY CLAIM, ACTION, LOSS, LIABILITY, OR
REASONABLE EXPENSE ARISING FROM CUSTOMER’s use of Overseas &
Domestic Logistics, LLC’s equipment, EVEN IF SUCH CLAIM, ACTION, LOSS,
LIABILITY, OR REASONABLE EXPENSES (INCLUDING WITHOUT LIMITATION,
ALL COSTS, EXPENSES, AND ATTORNEYS’ FEES), IS CAUSED IN WHOLE OR
IN PART BY A PRE-EXISTING DEFECT in SAID equipment.
Company shall not be liable for damages to
Customer and Customer’s contractors’ loading, unloading, packaging, and
related equipment and materials or damages to person or property arising from
the use of such equipment and materials, CUSTOMER SHALL INDEMNIFY,
DEFEND, AND HOLD HARMLESS CompanyFROM
ANY CLAIM ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSE ARISING
FROM SUCH equipment OR MATERIALS OR THE USE THEREOF, EXCEPT TO
THE EXTENT OF Company’s proportionate fault.
9. No goods shall be released or transferred except upon receipt by Overseas &
Domestic Logistics, LLC of complete and clear written instructions from authority. However, when no
negotiable receipt is outstanding, goods may be released upon instruction by
telephone, but Company, shall not be responsible for
loss or error occasioned thereby. Customer shall afford Company, a reasonable time to release goods and shall afford Company, at least 10 business days after receipt of a delivery order to locate any misplaced goods. If Company, has exercised reasonable care and is unable subject to the force majeure clause, to release goods before expiration of the current storage period, the goods will be subject to storage charges for each succeeding storage period. If Company, is unable to release goods because of acts of God, flood, war, public enemies, seizure under legal process, strikes, lockouts, riots, and civil commotions, other force majeure causes, or any reason beyond Overseas’s control, or because of loss or destruction of goods for which Company, is not liable, or because of any other excuse provided by law, Company, shall not be liable for failure to release the goods and the goods remaining in storage will continue to be subject to regular storage charges. All instructions and requests for release or transfer of title are received subject to satisfaction of all charges, liens, and security interests of Company, with respect to the goods whether for accrued charges, advances, or otherwise.
Company may require, as a condition precedent
to releasing a statement from Customer holding Company,
harmless from claims of others asserting a superior right to Customer to
possession of the goods. Nothing herein shall prevent Overseas & Domestic
Logistics, LLC from exercising any other remedy available to it under the law to
resolve conflicting claims to possession of the goods. All costs, including
attorney’s fees, incurred by Company, relating to
Overseas’ activities referred to in this subsection may be charged to Customer
and shall be subject to Company, lien described
10. Company’s Limited Liability.
Company SHALL NOT BE LIABLE FOR ANY LOSS
OR INJURY TO GOODS STORED HOWEVER CAUSED UNLESS SUCH LOSS
OR INJURY RESULTED FROM THE FAILURE BY Overseas & Domestic
Logistics, LLC TO EXERCISE SUCH CARE IN REGARD TO THEM AS A
REASONABLY CAREFUL WAREHOUSE WOULD EXERCISE UNDER LIKE
CIRCUMSTANCES AND Company IS NOT LIABLE
FOR DAMAGES WHICH COULD NOT HAVE BEEN AVOIDED BY THE
EXERCISE OF SUCH CARE. Company and
CUSTOMER agree that Company, S duty of care does
not extend to providing a sprinkler system at the warehouse or any portion
thereof. Company shall not be liable in contract, tort, or otherwise for incidental, special, consequential, exemplary, or punitive
damages in connection with its performance under THESE TERMS, including
without limitation, lost profits, and lost opportunity, even if such damages were
reasonably foreseeable and even if Company, was
notified of the possibility of such damages AND EVEN IF SUCH CLAIM,
ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSES IS CAUSED IN
WHOLE OR IN PART BY A PRE-EXISTING DEFECT, THE NEGLIGENCE
(WHETHER SOLE, JOINT OR CONCURRENT), GROSS NEGLIGENCE, STRICT
LIABILITY OR OTHER LEGAL FAULT OF Company,
(OR ANY SUCH INDEMNITEE). IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION TO GOODS FOR WHICH Company, IS LEGALLY LIABLE, CUSTOMER AGREES THAT Company, s MAXIMUM LIABILITY SHALL be limited to the fee paid for storage Customer may, however, request an increase to the maximum liability of Overseas & Domestic logistics, LLC by: a.) submitting a written request for a higher maximum liability before the goods are tendered to Company, LLC, b.) paying an additional charge based on the increased maximum liability, and c.) obtaining written confirmation of the higher maximum liability from an officer of Company, LLC. This maximum liability applies to the aggregate of all of Customer’s goods stored BY Company at any given time.
Under no circumstances shall COMPANY’s
liability for loss or damage to goods exceed THE GREATER OF 1) the amount
available to cover the loss or damage under OVERSEAS & DOMESTIC
LOGISTICS, LLC’s insurance, which IS subject to the policy conditions, then
existing coverage limits, and amount remaining under the policy for coverage,
OR 2) $500 for all of the customer’s goods in the possession of OVERSEAS &
DOMESTIC LOGISTICS, LLC; UNLESS CUSTOMER 1) submits a written
request for COMPANY, to be liable in excess of
COMPANY’s insurance coverage, 2) pays an
additional charge, as applicable, based on the increased liability, and 3)
receives written confirmation from an officer of OVERSEAS & DOMESTIC
LOGISTICS, LLC of acceptance of liability ABOVE insurance coverage; THIS
limitation of liability shall not alter or affect OVERSEAS & DOMESTIC
LOGISTICS, LLC’s release RATE and the procedures contained herein to
increase COMPANY, ’s release RATE. This
maximum liability applies to the aggregate of all of Customer’s goods stored BY
Company, at any given time.
Company, ’S MAXIMUM LIABILITY REFERRED TO
above SHALL BE CUSTOMER’S EXCLUSIVE REMEDY AGAINST Overseas &
Domestic Logistics, LLC OR ANY OF ITS AFFILIATES, EMPLOYEES,
OFFICERS, AGENTS, REPRESENTATIVES, AND INSURERS FOR ANY CLAIM
OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE
AND/OR DESTRUCTION OF GOODS AND SHALL APPLY TO ALL CLAIMS
INCLUDING INVENTORY SHORTAGE AND MYSTERIOUS DISAPPEARANCE
CLAIMS. Customer WAIVES ANY RIGHTS TO RELY UPON ANY PRESUMPTION
OF CONVERSION IMPOSED BY LAW. WHERE LOSS OR INJURY OCCURS TO STORED GOODS, FOR WHICH CompanyIS NOT LIABLE, Customer SHALL BE RESPONSIBLE FOR THE COST OF REMOVING AND DISPOSING OF SUCH GOODS AND THE COST OF ANY ENVIRONMENTAL CLEANUP AND SITE REMEDIATION RESULTING FROM THE LOSS OR INJURY TO THE GOODS.
11. Indemnification by Customer. CUSTOMER SHALL INDEMNIFY, DEFEND,
AND HOLD Harmless Company, our Affiliates,
LIENHOLDER, AND THEIR RESPECTIVE AGENTS FROM: any INJURY to or
death of any person; any damage to or loss of property; any environmental
damage including spills and pollution; AND ANY RESULTING OR RELATED
CLAIM, ACTION, LOSS, LIABILITY, OR REASONABLE EXPENSE, INCLUDING
ATTORNEY’S FEES AND OTHER FEES AND COURT AND OTHER COSTS
arising from customer’s acts or omissions related to THESE TERMS, except to
the extent of Company, ’s PROPORTIONATE FAULT.
THE INDEMNITY CONTAINED IN THIS PARAGRAPH: (a) IS INDEPENDENT OF
CUSTOMER’S INSURANCE obligations under These terms and conditions; (B)
WILL SURVIVE THE termination OF These TERMs & Conditions, AND (C) shall
apply in instances where Company, , customer,
and/or third parties are at fault (except to the extent of Overseas & Domestic
Logistics, LLC’s proportionate fault).
12. Customer shall maintain the following insurance policies, at Customer’s
sole cost and expense, with at least the coverages described below:
Comprehensive General Liability Insurance, including contractual liability
coverage, and bodily injury and property damage coverage, with limits of no
less than $1,000,000.00 per occurrence, or the amount required by law,
whichever is higher; Worker’s Compensation Insurance or Occupational Disease Insurance, and Employer’s Liability Insurance with limits of no less than $500,000.00, or the amount required by law, whichever is higher, for accidents or occupational disease covering all work related to the Customer’s business; and Commercial Auto Liability Insurance, with a combined single limit of no less than $500,000.00 to injuries to any person or for damages to property in any one occurrence. Insurance covering loss or damage for the total value of all of Customer’s goods while in the possession of Overseas.
Customer’s insurance shall include the following terms, and the Customer
shall furnish to Company, Certificates of Insurance
evidencing the insurance required by these Terms & Conditions and the
Inclusion of Company, and its Affiliates as additional
insured on the aforementioned policies; Waiver of subrogation in favor of Company, on the aforementioned policies;
The aforementioned policies shall be primary and non-contributory to
any other coverage in favor of Overseas; The policies and insurance certificates shall provide coverage in those territories as may be applicable to the location where the services will be performed; and 30 days prior written notice will be given to Company, in the event of cancellation, suspension, or material change in the policy to which it relates.
The insurance requirements contained herein shall in no way limit Customer’s
liability or responsibility under these Terms and Conditions, nor shall they be
construed to be the ultimate types and amounts of insurance Customer should
maintain to adequately insure itself. Failure of Customer to provide a compliant Certificate of Insurance and Overseas’s failure to insist upon a compliant Certificate of Insurance shall in no way alter the requirements herein.
13. Company, Lien and Security Interest. To secure
Customer’s performance under these Terms & Conditions, Customer grants to
Company, a lien and security interest against all of
Customer’s non-exempt personal property that is in or on the Warehouse. This
is a security agreement for the purposes of the Uniform Commercial Code, and
Company may file a financing statement to perfect
the Overseas’s security interest under the Uniform Commercial Code. In
addition to the charges described herein, Customer shall be liable for any and
all expenses Company, incurs to sell or dispose of the
goods, including, but not limited to, attorney fees, transportation costs,
administrative costs, and expenses necessary for the preservation of the goods.
Company shall have the right to pay another service
provider, whether hired by Company, or not, for
services provided with relation to transportation, handling, warehousing, or
related services, including instances where Company,
provides such services, Company, hires a third party
to provide the services, or otherwise. Customer consents to such costs being
included in Overseas’s lien and sale of the goods to satisfy such costs.
14. Our Access Requirements. Customer shall comply with and cause each of
Customer’s employees, contractors, and invitees to comply with and execute
the Company, Access Requirements and furnish the
executed the Company, Access Requirements to
Company before Customer’s employees, contractors,
or invitees access the premises. CUSTOMER’S failure to REQUIRE AND cause
each of CUSTOMER’S employees, contractors, or invitees that enter
COMPANY, LLC’S property to execute the
COMPANY ACCESS REQUIREMENTS shall not constitute a waiver by COMPANY, LLC of the rights and remedies contained in THESE TERMS AND CONDITIONS and the
COMPANY ACCESS REQUIREMENTS.
CUSTOMER SHALL DEFEND AND INDEMNIFY OVERSEAS & DOMESTIC
LOGISTICS, LLC FOR ANY CLAIMS OR DAMAGES INCURRED BY OVERSEAS
& DOMESTIC LOGISTICS, LLC THAT COMPANY,
LLC WOULD NOT HAVE OTHERWISE INCURRED HAD THE CUSTOMER
FULFILLED THE TERMS IN THIS SECTION. The indemnity obligations under
these Terms and Conditions are effective to the maximum extent permitted by
law. If a law is applied in a jurisdiction that prohibits or limits the Customer’s
ability to indemnify Company, , then Customer’s
liability and indemnification obligation shall exist to the fullest extent allowed
by the law of the relevant jurisdiction.
15. Notice of Claims. It is a condition precedent to recovery on any claim
against Company, that Customer shall present all
claims for loss or damage to goods to Company, in
writing within 7 days after delivery or the expected delivery date of the goods
underlying the claims. Customer agrees that any claims for which notice is not
provided to Company, within 7 days are waived.
Customer may only maintain an action by Customer or others against
Company, for loss or damage to goods if said action is
commenced within 6 months after delivery or the expected delivery date of the
goods underlying the action. As a condition precedent to making any claim and/or filing any suit, Customer shall provide Company, a reasonable opportunity to inspect the goods which form the basis of Customer’s claim and/or suit.
16. Customer’s Representations. Customer represents and warrants that
Customer has lawful possession of the goods and has the right and authority
to tender those goods to Company, . Customer agrees
to indemnify and hold harmless Company, from all
loss, cost, and expense (including reasonable attorneys’ fees) which Overseas &
Domestic Logistics, LLC pays or incurs as a result of any dispute or litigation,
whether instituted by Company, or others, respecting
Customer’s right, title or interest in the goods. Such amounts shall be charges
in relation to the goods and subject to Company ’s
lien. Customer represents and warrants that the information concerning the goods it provides Company, will be accurate, complete, and sufficient to comply with all laws and regulations concerning the storage, handling, and transporting of the goods, and Customer shall indemnify, defend, and hold Company, harmless from all loss, cost, penalty and expense (including reasonable attorneys’ fees) which
Company, pays or incurs as a result of Customer’s
failure to comply with this provision.
17. Warehouse Receipt. Any warehouse receipt issued by Overseas & Domestic
Logistics, LLC in connection with these Terms and Conditions will be nonnegotiable.
A warehouse receipt, if issued by Company,
LLC may be issued in either physical or electronic form at Overseas & Domestic
Logistics LLC’s option.
18. Abandoned Property. The Company, may retain,
destroy, or dispose of any property left on the Premises after the termination of
these Terms and Conditions by providing 30 days’ written notice to Customer
by certified mail at Customer’s last known address.
19. Force Majeure. Company, shall not be liable for
failure to perform any of its obligations during any time in which such
performance is prevented by fire, flood, hurricane, storm, weather-related
incidents, or other natural disasters, war, embargo, riot, civil disobedience, or
the intervention of any government authority, or any other cause outside of the
reasonable control of Company, .
20. Governing Law; Venue. These Terms and Conditions shall be subject to and
governed by the laws of the State of Texas, without regard to choice-of-law
principles and irrespective of the fact that one or more of the parties may be or
may become a resident of a different state. The parties agree that any and all
disputes under these Terms and Conditions shall be filed in Harris County District Court to the exclusion of federal courts..
21. Non-Waiver. The failure or refusal of either party to insist upon the strict
performance of any provision of these Terms and Conditions, or to exercise any
right in any one or more instances or circumstances shall not be construed as
a waiver or relinquishment of such provision or right, nor shall such failure or
refusal be deemed a customary practice contrary to such provision or right.
22. If any provision in these Terms and Conditions is held to be unenforceable
the parties intend and request that the provisions be reformed and replaced
with a provision as close as the parties’ original intent as permitted by law and
that as much of these Terms and Conditions remain in effect as permitted by
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