This Master Services Agreement (this “Agreement” or these “Terms”) constitute a legally binding contract between Greenway Logistics (“Greenway”) and you, the corporate entity who accepts this Agreement and conducts business with Greenway (“Customer”). If you do not agree with all the Terms of this document, you should not accept this Agreement and you should not enter into a business relationship with Greenway.
a. You agree that this Agreement will govern all transactions that are conducted between Greenway and Customer. This Agreement will stay in effect until terminated in a manner provided in Section 10, below.
b. Greenway reserves the right to revise, amend, or modify this Agreement or any other policy and agreement at any time between Greenway and You in any manner, upon Greenway providing written notice of such modification(s) to Customer. Such revisions, amendments or modifications will be effective upon the earlier of (i) your acceptance, electronically or otherwise, of the modified terms, or (ii) your request for services from Greenway.
c. You may use and access Greenway’s services only in accordance with these Terms. By choosing the “accept” option below, you affirm that you have read this Agreement and understand, agree, and consent to be governed by these Terms.
d. This Agreement is intended to be governed by the Electronic Signatures in Global and National Commerce Act (E-Sign Act). You manifest your acceptance of this Agreement by any act demonstrating your assent, including clicking any button containing the words “I Accept” or similar syntax, whether you read the terms contained herein or not. Greenway recommends that you print this Agreement for your personal records.
a. “Greenway” shall mean Greenway Logistics, Inc. and its wholly owned subsidiaries and representatives.
b. “Customer” or “You” shall mean the person for whom Greenway is rendering services, as well as such customer’s agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, brokers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, and consignees. It is Customer’s responsibility to provide notice and copy (ies) of this Agreement to all such agents or representatives.
c. “Third Parties” (or, individually, a “Third Party”) shall include, but shall not be limited to, the following:
carriers, forwarders, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise.
3. Claim Requirements; Customer Obligations.
a. Unless subject to a specific statute or international convention, all claims against Greenway for loss, whether potential or actual, must be produced in writing and must be actually received by Greenway as follows:
i. For overcharge claims. Overcharge claims must be received by Greenway, in writing, within two (2) years after the date of acceptance of the relevant shipment by Customer.
ii. Unconcealed damage / obvious loss or discrepancy claims. Claims relating to unconcealed damage, or claims relating to obvious loss or obvious discrepancies, must be received by Greenway, in writing, within ninety (90) days after Customer accepted the relevant shipment.
iii. Concealed loss / concealed damage claims. Concealed loss or concealed damage claims must be received by Greenway, in writing, within forty-eight (48) hours after Customer accepted the relevant shipment
b. Failure to comply with the above-listed time periods will be considered a failure to give timely notice, and shall be a complete defense to any suit or action commenced by Customer. Under all circumstances, the Company must be allowed to inspect the relevant shipment and container(s) and packaging material(s) at the delivery location listed on the relevant delivery document.
c. Customer must inspect all transported goods at the time of delivery, and note any issues, discrepancies, or problems with the transported goods at the time of delivery. Customer should not
sign any delivery receipt until Customer has either inspected the delivered goods, or decided to waive its right to do so. Customer’s failure to note, in writing, any abuse or loss on the delivery receipt shall be prima facie evidence that Customer either (i) received the transported goods in good condition and acknowledged that ordinary and reasonable care was used to deliver such goods, or (ii) Customer voluntarily waived Customer’s right to inspect the goods at the time of delivery.
d. In no event shall Greenway be liable for any loss unless abusive handling and/or a loss, shortage or discrepancy is evident and such event(s) is/are noted in writing on the delivery receipt at the time of delivery by Greenway. Customer understands and agrees that notations on the delivery receipt such as “subject to inspection” or “subject to recount” are not adequate notice under Section (b) above, and will not result in a waiver of Customer’s obligation to inspect the transported goods at the time of delivery and to note any problems with the deliveries at the time of delivery.
e. Legal action to enforce any timely-made claim by Customer must be brought within one (1) year after the claim has been denied, in whole or in part, by Greenway in writing.
f. Greenway 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, clearance and delivery of the shipment.
g. Any insight, advice, or suggestion by Greenway that Customer select a specific Third Party shall not mean that Greenway endorses such Third Party, or that Greenway warrants that the Third Party will render or agree to any particular service, nor does such a suggestion constitute a warranty of any sort (express or
implied) by Greenway. You understand and agree that Greenway does not assume any responsibility or liability for any act or omission of any Third Party.
h. All claims in connection with any act or omission by the third party or agent thereof shall be brought solely and exclusively against such third party and/or its agents. Greenway may cooperate with the Customer, in relation to any such claim against a third party and/or its agent, and in the event that Greenway cooperates, Customer shall be responsible for any costs or expenses by Greenway.
4. Customer Responsible for Greenway’s Costs and Fees. In the event that U.S. Customs & Border Protection or any other governmental agency, whether state or federal, causes or requests that a hold search or seizure of any goods be appropriate or required, Customer agrees to reimburse Greenway for any costs or fees associated with any such hold, detention or seizure, including but not limited to statutory fees for the retention and/or storage of Customer’s goods in Greenway’s designated warehouse or holding facility(ies).
5. Customer Responsible for Inspect Request Form and Information Furnished
a. Customer warrants and represents that each package in any shipment provided to Greenway for transportation is (i) properly and accurately described on the relevant transportation documents, (ii) properly and accurately addressed, and (iii) packaged adequately to protect the transported goods during the period of transportation, assuming ordinary care and handling by Greenway.
b. It is Customer’s responsibility to timely and properly fill out all forms provided to Customer by Greenway and/or any governmental agency or authority (collectively, “Forms”). Customer’s failure to complete properly, accurate and timely all Forms, including any “inspect and request” forms, will be deemed a breach of this Agreement. Customer hereby warrants and represents that all information provided in the Forms is true and correct and that the information used in such Forms is up to date and current as of the day of the execution of the relevant Form and into the reasonably foreseeable future.
c. Customer hereby acknowledges its responsibility to review all documents and declarations prepared and/or filed with U.S. Customs, and any other governmental agency and/or third party. Customer warrants that it will immediately advise Greenway of any errors, discrepancies, incorrect statements, or omissions on any declaration or Form filed by or on Customer’s behalf. Further, Customer aggress that it has an affirmative, non-delegable duty to disclose any and all information required to import, export, or enter Customer’s goods.
d. Customer shall indemnify and hold harmless Greenway from any and all claims asserted and/or liability or losses suffered by reason of Customer’s failure to comply strictly with the terms of this Section 5.
6. Customer’s Duty to Inform Greenway of Hazardous Materials. In the event that Customer utilizes Greenway’s services to transport, store, or deliver hazardous materials, Customer must inform and give notice to Greenway, reasonably in advance, that the contents of the goods being handled are hazardous. Failure to inform Greenway timely and properly shall be a breach of this Agreement, and Customer shall be
liable for, and indemnify Greenway against, all costs, fees and expenses incurred by Greenway as a result of
Customer’s failure hereunder.
7. Quotations Not Binding. Quotations of fees given by Greenway to the Customer are strictly for informational purposes and are subject to change without notice. No quotation shall be considered binding upon Greenway unless Greenway consents in writing to consider such quotation as a statement of rates for the specific transaction between Greenway and that specific Customer.
8. Insurance. Greenway is under no obligation to obtain, and will not obtain, insurance on Customer’s behalf; however, upon request, Greenway will endeavor to assist Customer with locating insurance
coverage. Such assistance is provided solely as a convenience to Customer; In all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance. Any claims that are payable under an insurance policy obtained by Customer shall be handled directly with the relevant insurer.
9. DISCLAIMERS; LIMITATION OF LIABILITY.
a. Greenway makes no express or implied warranties in connection with its services and specifically waives all implied warranties, unless such warranties are specifically set forth in this Agreement.
b. Subject to subsection (d) below (if applicable), Customer acknowledges and agrees that in connection with any and all services performed by Greenway, Greenway shall only be liable for its grossly negligent acts which are the direct and proximate cause of any injury to Customer or Customer’s goods. Greenway shall not be liable under any circumstances for special, indirect, exemplary or consequential damages, or for lost revenue, loss of profits, savings, or other economic loss arising out of or in connection with this Agreement, and in no event shall Greenway be liable for the acts of Third Parties, even if Greenway is made aware of the possibility of such damages in advance.
c. Subject to subsection (d) below (if applicable), in no event shall Greenway’s total liability for any and all claims, costs, expenses, losses and fees arising from or related to any service provided by Greenway (collectively, “Claims”) exceed $0.50 per pound of freight transported under a relevant single bill of lading, up to a maximum of $50.00 for all freight identified on any relevant single bill of lading. This limitation of liability shall apply to all Claims regardless of the legal theory under which such Claims are brought, including but not limited to negligence, breach of contract and/or tort, and regardless of whether Greenway was advised in advance of the possibility of such Claims.
d. Customer may obtain additional liability coverage in connection with all services performed by Greenway, up to the actual or declared value of the shipment or transaction, provided that all of the following conditions have occurred: (i) Customer notified Greenway of the full value of the freight in writing no less than five (5) business days prior to shipping by Greenway, and (ii) Customer has obtained an
approved freight rate from Greenway in writing for the full, disclosed value of the freight, and (iii) Customer declares the same full value of the freight on the Greenway bill of lading, and (iv) all transportation charges are paid in full by Customer prior to any claim being paid by Greenway.
10. Term; Termination.
a. This Agreement shall commence upon Customer’s acceptance of the terms herein, and shall continue until terminated in a manner described in this Section 10.
b. This Agreement may be terminated only as follows:
i. For Cause. One party (a “Terminating Party”) may terminate this Agreement if the other party commits a material default under this Agreement, and such default is not cured by the defaulting party within fifteen (15) days following receipt of written notice of default from the Terminating Party.
ii. Without Cause. Either party may immediately terminate this Agreement for any reason upon providing written notice of termination to the other party, provided, however, that no order or transaction is pending as of the date of termination. If an order or transaction is pending as of the date of termination, then this Agreement shall automatically terminate one (1) calendar day following the last date on which the pending order or transaction is completed. iii. Expiration. This Agreement shall
automatically expire one (1) year after the latest date on which the parties conduct business pursuant to this Agreement.
11. Indemnity/Hold Harmless.
a. Customer agrees to indemnify, defend and hold Greenway harmless from any and all claims, costs, fees, expenses and liabilities (collectively, “Claims”) arising from or in connection with the Customer’s breach of any of the terms of this Agreement. Greenway shall be entitled to control the handling and disposition of any such Claims that are subject to indemnity, including the selection of legal counsel of Greenway’s choosing; provided, however, that Greenway shall not settle any such Claim without (i) notifying the Customer of the proposed settlement in advance, and (ii) obtaining the Customer’s consent to settle the Claim, which consent shall not be unreasonably withheld by Customer.
b. In the event that a claim, suit, or proceeding is brought against Greenway in connection with this Agreement, Greenway will give prompt notice in writing to the Customer by mail at the most recent address provided to Greenway by Customer.
12. C.O.D. or Cash Collect Shipments.
a. Greenway shall exercise reasonable care regarding written instructions pertaining to “cash/collect on deliver” (C.O.D.) shipments, bank drafts, cashiers and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies.
b. Greenway shall not incur liability if the bank or consignee (if relevant) refuses to pay for the shipment.
13. Costs of Collection. In the event that Customer defaults in any payments to Greenway, Greenway shall be entitled to all costs of collection, including attorneys’ fees, and interest at 1.5% per month or the highest rate allowed by law, whichever is less, unless a different amount is agreed to by Greenway.
14. General Lien and Right To Sell Customer’s Property. Greenway shall have a general and continuing lien on any and all property of Customer coming into Greenway’s actual or constructive possession or control for monies owed to Greenway with regard to the shipment on which the lien is claimed, or for prior shipment(s), and/or both. Greenway shall have the right, but not the obligation, to enforce its lien rights in Greenway’s sole and exclusive discretion.
15. Record Maintenance.
a. Customer acknowledges that it has the exclusive duty and is solely liable for maintaining all records required under the Customs and/or other Laws and Regulations of the United States pursuant to Sections 508 and 509 of the Tariff Act, as amended, (19 USC §1508 and 1509).
b. Unless both parties agree in writing to the contrary, Greenway shall only keep such records that it is required to maintain by statute or regulation. Unless expressly stated in writing by Greenway, Greenway will not act as a “record keeper” or “recordkeeping agent” for Customer at any time.
16. Rulings; Protests. It is Customer’s duty, and not Greenway’s duty or responsibility, to undertake timely any pre-or post Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc. However, Greenway may undertake such actions if requested by Customer in writing and agreed to by Greenway in writing. Notwithstanding the foregoing, Greenway does not warrant or guarantee that it will agree to undertake such actions in any particular situation.
17. Bills of Lading. In the event that Greenway prepares and/or issues a bill of lading, Greenway shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc., unless Customer or Customer’s agent specifically requests Greenway to specify such in writing, Greenway accepts such responsibility in writing, and Customer agrees to pay for same. In such an event, Greenway shall rely upon and use information supplied by Customer in completing the bill of lading(s).
18. Fees. Greenway’s fees for its services shall be included with, and are in addition to, the rates and charges of all carriers and other agencies selected by Greenway to transport, handle and/or store Customer’s goods. Such compensation shall be exclusive of any brokerage fees, commissions, dividends, or other revenue received by Greenway from carriers, insurers and others in connection with shipments.
19. Shipping by Air Freight. Greenway reserves the right to route Customer’s freight by all cargo or commercial aircraft. In accordance with TSA security regulations and our Independent Air Carrier Standard Security Program (IACSSP) Section 2.2.G., Greenway is required to receive consent to screen cargo for any cargo that may be tendered to an aircraft. By agreeing to Master Services Agreement, shipper consents from the date of agreement forward, to allow Customer’s cargo to be screened in order to comply with State and/or Federal regulations. Evidence of consent to screen will remain on record with Greenway Logistics for at least 30 days after the termination of business relationship with Customer.
20. Sensitive Security Information. Any TSA (Transportation Safety Administration) related information sent to Customer by Topline Solutions, dba Greenway Logistics is considered Sensitive Security Information (SSI) that is controlled under 49 CFR Parts 165 and 1520. No part of this information may be disclosed to persons without a “need to know” as defined in 49 CFR Parts 15 and 1520, except with written permission of the Administration of the Transportation Security Administration or the Secretary of Transportation, unauthorized release may result in civil penalties or other action. For U.S. Government Agencies, public disclosure is governed by U.S.C. 552 and 49 CFR Parts 15 and 1520.
21. Severability. In the event that any paragraph or portion of this Agreement is found to be invalid and/or unenforceable, then such paragraph and/or portion shall be severable and the remainder of this Agreement shall remain in full force and effect.
22. Force Majeure. Neither Greenway nor Customer shall be liable for any failure to perform its obligations where such failure is a result of any act of God or reasonably unforeseeable event (“Force Majeure”), if the party asserting such Force Majeure can prove that, given the circumstances, reasonable steps were taken to minimize delay or damages, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the occurrence or likelihood thereof.
23. Governing Law; Venue. Customer and Greenway agree that the laws of the State of Pennsylvania or, where appropriate, the federal laws of the Eastern District of Pennsylvania, shall govern all disputes, claims, or issues arising from or relating to the terms and conditions of this Agreement, or any service provided by Greenway to Customer. The parties agree that the sole and exclusive venues for all such disputes, claims or issues shall exist in the state courts of Berks County, Pennsylvania or, if federal jurisdiction is required or deemed appropriate by Greenway, the Federal Court in and for the Eastern District of Pennsylvania.
24. Amendment; Waiver. This Agreement shall not be amended without the prior written consent of both parties. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
The undersigned has read and understands the Master Terms Agreement and conditions of service and has the authority on behalf of the applicant to sign this agreement.