Logistics Terms And Conditions

Logistics
Terms And
Conditions

By requesting or accepting services from Veyer, LLC and/or its subsidiaries (“Veyer”), the requesting or accepting entity (“Customer”) agrees the following terms and conditions for logistics services shall govern the performance of such services and related interactions between Veyer and Customer.

  1. Controlling Terms.  These terms and conditions shall establish the terms and conditions for the provision of logistics services by Veyer to Customer and may be supplemented from time to time by written statements of work, addenda, amendments, or accepted quotes (collectively, this “Agreement”).  In the event of any conflict between such supplemental documents and these terms and conditions, these terms and conditions shall control unless the supplemental document is clearly intended to alter these terms and conditions and is duly executed by the parties.  Either party may elect to terminate this Agreement upon ninety (90) days’ advance written notice to the other.

  2. Customer Responsibilities.  To enable Veyer to provide timely and high-quality services to Customer, Customer must:

    1. provide Veyer with complete and accurate information as may be reasonably requested by Veyer to allow Veyer to perform the applicable services, including manifests of all goods tendered to Veyer and descriptions of specific services requested;

    2. be lawfully in possession of all goods tendered to Veyer, with the right and authority to arrange for services to be provided by Veyer;

    3. provide all goods to Veyer properly marked and packaged for handling and adequately protected or covered;

    4. follow the reasonable instructions of Veyer regarding day-to-day operations associated with the services (e.g., on-site safety precautions, labeling guidelines, appointment scheduling, appropriate pallet utilization, maintaining digital security, etc.)

    5. promptly notify Veyer of any goods that (i) require special storage, handling, packaging, material, equipment, or precautions, (ii) may be hazardous or dangerous to persons or property, including Veyer’s employees, subcontractors, or agents, (iii) are defined as hazardous materials or dangerous goods under any applicable law, or (iv) are reasonably believed or known to be likely to cause damage to Veyer’s premises or equipment, or other goods stored or handled by Veyer;

    6. not tender any waste or goods having no reasonable commercial value to Veyer; and

    7. advise Veyer, as soon as reasonably possible, of any significant anticipated changes in the volume of goods, nature of goods, location of services, or type of services requested by Customer, or any changes to Customer’s contact or identifying information.

  3. Goods.  Customer shall not tender any fully-regulated or limited-quantity DOT designated goods to Veyer.  All weights and dimensions provided to Veyer must be accurate and are subject to re-weigh and/or re-measurement by Veyer.  For the avoidance of doubt, Customer’s obligations to Veyer shall not be affected by Veyer’s decision whether to re-weigh or re-measure any goods.

  4. Charges.  Unless otherwise set forth on the applicable statement of work, Veyer may annually adjust rates and charges established for services to reflect changes in applicable markets, or the nature or volume of services provided.  Veyer must provide written notice of such adjustments to Customer at least thirty (30) days prior to their effectiveness.

  5. Service Providers.  The Services to be provided to Customer may be provided by Veyer, corporate affiliates of Veyer, or contracted third-party carriers or service providers.  To the extent Veyer arranges transportation of goods, Veyer shall place Customer’s loads with responsible carriers, and in no event will Veyer tender any goods to a motor carrier holding an “unsatisfactory” safety rating.  Customer understands and agrees that contracted third parties are independent contractors with exclusive control over their respective employees, and are not agents, employees, or authorized representatives of Veyer.  Veyer shall use reasonable efforts to ensure contracted third-party providers have all licenses and permits as are required by applicable governmental authorities for the lawful provision of the applicable services and perform such services pursuant to the requirements set forth in this Agreement.

  6. Billing and Credit.  Veyer will invoice Customer periodically for services rendered.  Customer shall timely make all payments by ACH transfer, check, or wire transfer, to the locations or accounts as may be directed by Veyer from time to time.  Customer payments made outside the applicable payment terms shall be subject to an interest charge of 2% per month, or the highest rate permissible under applicable law, calculated and compounded daily from the date due until paid in full.  Customer shall reimburse Veyer for all reasonable costs incurred in collecting any late payments, including reasonable attorneys’ fees.  If Veyer determines, in its reasonable discretion, that Customer’s financial condition or creditworthiness is inadequate or unsatisfactory, it may adjust the applicable payment terms for any future services provided hereunder, upon notice to Customer.

  7. Billing Disputes.  Upon receipt of an invoice, Customer shall have thirty (30) days to dispute any charges it reasonably believes to be in error.  Customer shall provide Veyer with written notice of any such dispute, specifying in reasonable detail the basis for such dispute and, to the extent available, providing copies of applicable documentation, if any, supporting Customer’s position.  Customer waives all claims it may have with respect to such invoice that are not timely made in accordance with this section.  Customer shall continue to pay all non-disputed charges in the ordinary course while any disputes are resolved.

  8. Confidentiality.  From time to time, either party (as “Discloser”) may disclose or make available to the other party (as “Recipient”) information about its business affairs, products, services, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as ‘confidential’ (collectively, “Confidential Information”).

Confidential Information shall not include information that is (i) in the public domain; (ii) known to Recipient at the time of disclosure; or (iii) rightfully obtained by Recipient on a non-confidential basis from a third party.  Recipient shall: (A) maintain the confidentiality of Discloser’s Confidential Information with at least the same degree of care as it would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use Discloser’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) not disclose any of Discloser’s Confidential Information to any person or entity, except to Recipient’s representatives as necessary to exercise Recipient’s rights or perform Recipient’s obligations under this Agreement.  Recipient shall be responsible for any breach of this section caused by any of its representatives.  Notwithstanding anything to the contrary, data regarding transactions under this Agreement, including volumes, pricing, generalized service utilization data, and other commercial terms shall be deemed Confidential Information of Veyer.  Veyer shall be permitted to use and disclose such data and its relationship with Customer (including by the use of Customer’s name or trademarks), in marketing materials, provided that Veyer shall discontinue any such use upon written request of Customer.

If any disclosure of Confidential Information is required by a valid legal order, Recipient may make such disclosure, but shall notify Discloser in advance so that it may seek a protective order or other remedy.  Any such disclosure shall include only the specific items of Confidential Information that, in the written opinion of the disclosing person’s legal counsel, are required, and the disclosing person shall use reasonable efforts to ensure that such items are afforded confidential treatment. In addition to all other remedies available at law or in equity, Discloser may seek equitable relief (including injunctive relief) against Recipient and its Representatives to prevent the breach or threatened breach of this section and to secure its enforcement.

  1. Warehouse Receipts.  If the services provided under this Agreement include warehousing of goods by Veyer in the United States, the parties agree that, except as specifically modified herein, Veyer will be a warehouseman as described in Article 7 of the Uniform Commercial Code (“UCC”).  The issuance of warehouse receipts by Veyer, regardless of whether required by Article 7 of the UCC or under otherwise governing law, is expressly waived and any rights that Veyer may have under governing law will not be restricted in any way by its failure to issue a warehouse receipt.  If applicable law requires issuance of a warehouse receipt in order for applicability of the UCC to be triggered, the parties acknowledge and agree that no receipt will be required, and that this Agreement is sufficient to invoke applicability of the UCC.

Unless otherwise set forth in the applicable statement of work, any goods warehoused by Veyer will be subject to Veyer’s right, upon thirty (30) days’ advance written notice, to require removal of any warehoused goods.  Veyer may require immediate removal of any goods warehoused by Veyer if, as a result of a quality or condition of the goods which Veyer was not aware at the time of receipt, the goods pose an imminent hazard to other property, facilities, or persons.

  1. Suspension of Services.  Veyer may suspend the provision of any or all services to Customer in the event of Customer’s material breach of its obligations, including Customer’s obligation to make timely payment, which breach is not cured by Customer within ten (10) days’ after receiving notice of such breach.

  2. Termination for Breach.  Either party may terminate this Agreement immediately provided that: (a) the other party is in breach of its obligations under this Agreement, (b) the terminating party has notified such other party in writing of such breach, and (c) the other party has failed to cure such breach to the reasonable satisfaction of the terminating party within thirty (30) days after receipt of such notice.

  3. Termination for Insolvency.  Either party may terminate this Agreement immediately and without further obligation to the other Party (except for the obligations incurred or accruing prior to the termination date) upon written notice in the event the other Party: (a) becomes insolvent or makes a general assignment for the benefit of creditors, (b) files or has filed against it any petition under applicable bankruptcy, insolvency, reorganization or similar debtor relief law which is not dismissed or discharged within thirty (30) calendar days of such filing, or (c) requests or suffers the appointment of a trustee or receiver, or the entry of an attachment or execution as to a substantial part of its business or assets.

  4. Effect of Termination.  Upon any expiration or termination of this Agreement, all rights and obligations of the parties shall cease, except that: (a) all obligations that accrued prior to the effective date of termination (including all payment obligations) shall survive expiration or termination and be paid in full upon the date of expiration or termination; and (b) the indemnification rights and obligations set forth in Section 20 shall continue indefinitely.  Customer shall have thirty (30) days following termination of this Agreement to pick-up any goods held by Veyer (during which time Customer shall continue to pay applicable storage fees as in effect prior to such termination, or if no such fees were distinctly defined, commercially reasonable storage rates).  Any goods remaining in the possession of Veyer after such period may be retained or disposed of by Veyer.

  5. Insurance.
    1. Veyer shall maintain, at its sole cost and expense: (i) warehouse legal liability insurance with a limit of not less than $2,500,000 per facility, (ii) commercial general liability insurance of not less than $1,000,000 per occurrence, which insurance shall also cover Veyer’s contractual liability under this Agreement, and (iii) workers compensation insurance in accordance with applicable law.  For the avoidance of doubt, Veyer shall not be responsible for insuring goods tendered to it by Customer.

    2. Customer shall maintain, at its sole cost and expense: (i) commercial general liability insurance of not less than $1,000,000 per occurrence, which insurance shall also cover Customer’s contractual liability under this Agreement, (ii) workers compensation insurance in accordance with applicable law, and (iii) property insurance covering any goods tendered to Veyer from all risk of loss during storage and transit.

    3. Upon the request of the other party, either party shall furnish to the other written certificates obtained from the insurance carrier or its broker showing that such insurance has been procured, is being properly maintained, and the policy expiration date.

  6. Warranty of Care.  Veyer warrants to Customer that it shall provide all services in a professional and workmanlike manner, with at least the same degree of accuracy, completeness, efficiency, quality, and timeliness as are provided by reputable suppliers providing similar services in the same geographic market.  EXCEPT FOR THE FOREGOING WARRANTY, VEYER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING THE SERVICES, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, WHETHER IMPLIED, STATUTORY, RISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.  CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY VEYER OR ANY OTHER PERSON ON VEYER’S BEHALF.

  7. Title and Risk of Loss.  Veyer shall not acquire title to or assume risk of loss for, any goods on behalf of Customer, and shall not, in the course of providing services, acquire title to or assume risk of loss for, or be deemed to have acquired title to or assumed risk of loss for, goods, whether on behalf of Customer or otherwise.  Goods that are abandoned in Veyer’s possession, or which Veyer has the right to dispose of, will be liquidated or destroyed by Veyer in accordance with applicable law.

  8. Damage to Goods.  Veyer will not be liable for any loss or injury to goods however caused unless such loss or injury results from Veyer’s breach of the warranty of care set forth above, or other applicable requirements expressly listed in this Agreement or the applicable statement of work, while the goods are in Veyer’s physical possession.  Customer acknowledges that under the warranty of care set forth above, Veyer will not be responsible for loss in weight nor for loss or damage to goods resulting from improper packing, insufficient cooperage, boxing or crating, breakage, wear and tear or inherent characteristics or qualities of the goods, nor shall Veyer be responsible or liable for loss of goods by leakage or through failure to detect leakage or for latent or concealed damage.

All goods are held at Customer’s risk of loss, damage, destruction, or delay caused by acts of God, civil or military authority, enemies of the government, insurrections, riots, strikes, civil commotions, acts of terrorism, seizure under legal process, labor disputes, lockouts, or intentional, criminal or malicious acts of third persons or any other organized opposition, by water sprinkler and other pipeline or plumbing leakage or malfunction, fire, flood, windstorm, cyclone, moths, vermin, insect, corruption, earthquakes, tidal waves, tornadoes, or depredation or any cause beyond the reasonable control of Veyer. In the case of goods lost, damaged, or destroyed due to causes for which Veyer is responsible, landed cost of the goods from the manufacturer will be the measure of damages, but in no instance will Veyer’s liability exceed the greater of (i) the limit of liability set forth on the applicable statement of work (if any) or (ii) the amount paid by Customer to Veyer in the prior rolling twelve-month period.  If Veyer pays any claim of Customer, Veyer or its insurer shall be entitled credit for the salvage value whether or not salvage is actually performed.

Claims by Customer for loss, damage, or destruction to goods must be presented in writing to Veyer by no later than the earlier of: (a) thirty (30) days after Veyer last held the goods involved; or (b) thirty (30) days after Customer is notified by Veyer, or otherwise becomes aware or should have become aware upon the exercise of ordinary diligence, that loss, damage, or destruction has occurred, whichever is sooner.  Veyer will be afforded a reasonable opportunity to inspect damaged goods, research and investigate claims, and respond to Customer.

  1. Limitation on Damages.  IN NO EVENT SHALL VEYER BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY SUCH DAMAGES RESULTING FROM LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF VEYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  2. Acknowledgement of Authority.  Customer warrants and represents that it is either the owner of the goods or is authorized to bind the owner to the provisions of this Agreement, and in particular, to the provisions limiting the scope and amount of Veyer’s liability.  Customer acknowledges and agrees that any amounts recovered against a contractor of Veyer performing services in connection with this Agreement with respect to loss or damage to goods will be credited against the liability of Veyer.

  3. Indemnity.

    1. Veyer agrees to indemnify, save harmless, and defend Customer and its affiliated entities under common controlling ownership from and against any and all direct and indirect claims, loss, damage, injury, demands, expenses (including reasonable attorney fees and expenses and expert witness fees and expenses), liabilities, fines, penalties, judgments, losses and other obligations (collectively, “Claims”) (other than Claims arising from or related to loss or damage to goods, which are addressed in Section 17) to the extent caused by or arising from: (a) the negligence or other wrongful acts or omissions of Veyer; (b) Veyer’s breach of this Agreement; or (c) Veyer’s violation of any applicable law, rule or regulation.  Veyer shall further indemnify, save harmless and defend Customer from any Claims arising from or related to employment status or employment related benefits (including, but not limited to, overtime, workers’ compensation, unemployment, state wage and hour, minimum wage) which Claims are made by Veyer’s employees.

    2. Customer agrees to indemnify, save harmless, and defend Veyer and its affiliated entities under common controlling ownership from and against any and all direct or indirect Claims to the extent caused by or arising from: (a) the negligence or other wrongful acts or omissions of Customer; (b) Customer’s breach of this Agreement; (c) Veyer’s compliance with or reliance on instructions provided by or on behalf of Customer; or (d) Veyer’s handling or storage of goods in accordance with this Agreement.  Customer shall further indemnify, save harmless and defend Veyer from any Claims arising from or related to employment status or employment related benefits (including, but not limited to, overtime, workers’ compensation, unemployment, state wage and hour, minimum wage) which Claims are made by Customer’s employees.

    3. Each party hereby expressly waives any provision of governing law related to workers’ compensation to the extent such waiver is necessary to effectuate such party’s obligations under this section (including each subsection hereof) with respect to claims arising from or related to injury of such party’s employees.

  4. Relationship of the Parties.  The parties are entering into this Agreement as independent contractors.  In no event will Veyer and Customer be deemed to be engaged in any relationship other than that of independent contractors.  Nothing herein shall be deemed to constitute or shall actually constitute a partnership, joint venture, or similar arrangement.

  5. Customer-Provided Assets.  To the extent that Customer provides any equipment or other assets to Veyer for use in connection with the performance of services, Veyer’s sole obligation with respect to such equipment or other assets shall be to use reasonable care in the handling and use or such equipment or other assets.  Unless otherwise mutually agreed, such equipment or other assets shall be subject to the same allocation of risk and responsibilities as goods.

  6. Joint Activities.  Veyer may, from time to time, invite Customer to participate with Veyer in industry events, develop case studies, or provide testimonials regarding Veyer’s services.  Customer agrees to reasonably cooperate with Veyer in such activities when practicable.  Upon request of Veyer, not more than once every 90 days, Customer agrees to act as a commercial reference for Veyer.

  7. Compliance with Laws.  The parties will comply with all applicable laws, regulations, and other governmental requirements in connection with the activities contemplated by this Agreement.

  8. Choice of Law.  This Agreement, its interpretation, performance, or any breach hereof shall be construed in accordance with, and all questions with respect thereto shall be determined by, the laws of the State of Florida, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.
  9. Remedies not Exclusive.  The pursuit of any single remedy by a party shall not be deemed an election of remedies or otherwise limit or preclude such party’s right to pursue any other remedy or remedies under this Agreement, at law, or in equity.

  10. Waiver.  The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.  Except for actions for breach of confidentiality and non-payment of amounts owed hereunder, no action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

  11. Notices.  All notices required to be given under this Agreement must be given in writing and delivered either in hand, by certified mail, return receipt requested, postage pre-paid, or by recognized overnight delivery service, all delivery charges pre-paid.  Notices to Customer shall be sent to the Customer’s address on file with Veyer.  Notices to Veyer shall be sent to the following address: Veyer, LLC, 6600 North Military Trail, Boca Raton, FL 33496, with a copy to Veyer, LLC, 6600 North Military Trail, Boca Raton, FL 33496, Attn: Chief Legal Officer.  Either party may update its address for notices upon written notice to the other.

  12. Assignment.  Customer may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of Veyer.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and permitted assigns.

  13. Force Majeure.  In no event will either party be liable for failure or delay in meeting its obligations under this Agreement to the extent caused by acts of God, widespread health crisis, civil or military authority, enemies of the government, insurrections, riots, strikes, civil commotions, acts of terrorism, seizure under legal process, labor disputes, lockouts, or intentional, criminal or malicious acts of third persons or any other organized opposition, or otherwise by events beyond such party’s reasonable control.

  14. Entire Agreement.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.  This Agreement supersedes the terms any prior agreements with respect to the subject matter hereof.

  15. Revisions.  Veyer may modify, supplement, or otherwise amend these terms and conditions for logistics services from time to time upon written notice to Customer.

  16. Litigation and Waiver of Jury Trial.  Except to the extent the exclusive jurisdiction of a different court is mandatory under applicable law, the parties agree that the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida shall have exclusive jurisdiction to hear and determine any claims or disputes between the parties arising out of or related to this Agreement, unless federal jurisdiction is available, in which case the Southern District of Florida, West Palm Beach Division, shall have exclusive jurisdiction to determine any claims or disputes arising out of or related to this Agreement.  The parties expressly submit and consent in advance to such jurisdiction in any action or suit commenced in such court, and each party hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue or forum non conveniens.  IN ANY SUCH PROCEEDINGS AND TO THE EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HEREBY KNOWINGLY AND WILLINGLY WAIVES AND SURRENDERS SUCH PARTY’S RIGHT TO TRIAL BY JURY AND AGREES THAT SUCH LITIGATION SHALL BE TRIED TO A JUDGE SITTING ALONE AS THE TRIER OF BOTH FACT AND LAW, IN A BENCH TRIAL, WITHOUT A JURY.

  17. Attorney’s Fees.  In the event of any litigation between the parties hereto with respect to this Agreement, the prevailing party (the party entitled to recover costs of suit, at such time as all appeals have been exhausted or the time for taking such appeals has expired) shall be entitled to recover reasonable attorney’s fees, including fees incurred at the appellate level, in addition to such other relief as the court may award.

  18. Severability.  If any term or provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, such term or provision shall be deemed to be severable from the other terms and provisions thereof, and the remainder of this Agreement shall be given effect as if the parties had not included the severed term or provision therein.

  19. Captions, Interpretation.  The captions in this Agreement are inserted for convenience of reference only and in no way define, describe, or limit the scope or intent of this Agreement or any of the provisions thereof.  Wherever used herein, the term “including” shall mean “including without limitation”.

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