Terms and condition

Provision of services

Provider agrees to provide, on a non-exclusive basis, services, including transportation-related services, to Buyer in accordance with the terms of this contract and the Statement of Requirements or Statement of Work (as may be amended by the parties from time to time) which has been provided to Provider and is incorporated into this contract by reference (“Services”). In the event of a conflict between any provision of these General Terms and Conditions and the Statement of Requirements or Statement of Work, these General Terms and Conditions will apply with respect to the Services covered by such Statement of Requirements or Statement of Work.

Nothing contained herein shall be deemed to constitute a representation regarding minimum levels of Services or assured levels of compensation by Buyer. Service volumes are subject to change and Provider accepts the risk of such volume fluctuations. Provider acknowledges that the Services may be a part of a global network of service providers providing the same or complementary services and Provider will be expected to perform the Services in cooperation and collaboration with such other service providers.

Acceptance

Provider has read and understands this contract and agrees that Provider’s written acceptance or commencement of any work or services under this contract shall constitute Provider’s acceptance of these terms and conditions (including those incorporated by reference) only.

Services special terms

The terms and conditions specifically applying to Provider’s Service mode may be set forth in the applicable Services Special Terms, which have been separately provided to Provider and are incorporated into this contract by reference. Routes, charges, and operational details related to the Services may be set forth in one or more appendices to this contract (“Appendices”), which are hereby incorporated by reference into this contract. In the event of a conflict between any provision of this contract and an Appendix, the most recent Appendix will apply with respect to Services covered by such Appendix.

Nonrecource

Provider agrees to look solely to Buyer for any payment of freight or other charges owed to it, and agrees that its sole recourse in the event of nonpayment shall be against Buyer, and not against any customer of Buyer. Provider waives any and all claims Provider may have against Buyer’s customer for payment of charges for services rendered by Provider.

Standard of workmanship

Provider will use its best skills and judgment to perform the Services in furtherance of the interests of Buyer, and in a safe, timely, diligent, efficient, and economic manner. At Provider’s sole expense, Provider will provide all facilities, equipment, and properly trained and licensed operators and other personnel necessary to carry out the Services. Services will be performed by competent personnel, and will be of professional quality, consistent with generally accepted industry standards for the performance of such services.

Conveyances and other equipment necessary to perform Services will be maintained in good working condition and operated in a safe, efficient, and economic manner.

Control of service

Buyer will not request, and Provider shall not perform, Services that would require Provider or any of its representatives, employees, subcontractors or others to exceed or violate any applicable laws, rules, or regulations. Provider has sole and exclusive control over the manner in which Provider and its employees and/or subcontractors perform Services. Such individuals shall be considered employees or subcontractors of Provider only and shall be subject to employment, discharge, discipline and control solely and exclusively by Provider, which shall be fully responsible for their acts.

Assignment

Unless otherwise specifically prohibited by applicable law, Provider may not assign or delegate its rights or obligations under this contract without Buyer’s prior written consent. Buyer may assign this agreement at any time, and shall provide Provider with prior written notice of such assignment.

Continuous improvement

Provider will have in place a continuous improvement process which focuses on achieving customer satisfaction. Provider will make available to Buyer upon request its continuous improvement plan describing the process Provider uses to implement continuous improvement and the documentation used to monitor and evaluate the process.

Shipping dovument

Commitments for specific Services may be made through the issuance of a shipping document, as applicable (e.g., bill of lading, shipping notice, shipping order) in either written or electronic form, in accordance with all applicable laws and Buyer’s established procedures. Shipping documents will include the correct identification of all goods shipped in accordance with Buyer’s instructions and Provider’s requirements.

Identification of the goods on bills of lading, invoices, and similar documents will be sufficient to enable Buyer to easily identify the goods. Invoices that may be issued for the purpose of customs clearance are not intended as routing instructions. Provider shall carry all shipping documents required by the applicable laws and in force in the territory in which Provider provides Services.

In the event there is a conflict between the provisions of this contract and any terms and conditions on a bill of lading, invoice, or other shipping document, the provision of this contract will take precedence. All shipping documents issued will be subject to the terms and conditions of this contract.

Rate and charge

Rates and charges for the Services between specified points are set forth in the Appendices. All such rates and charges are exclusive of any value added or similar tax. When such value added or similar tax is charged by Provider, Provider must provide an original invoice issued to Buyer, itemizing such tax as a separate line item.

Provider agrees that there are no other rates, charges, additional costs, or surcharges except those established in the Appendices and/or exhibits thereto. Unless otherwise mutually agreed in writing, the rates and charges set forth in an Appendix shall remain fixed throughout the term of the applicable Appendix, and are not subject to any new surcharges that may be implemented during the term of this contract.

Payment of services

Time for payment will commence upon receipt by Buyer of a correct and complete invoice for Services rendered, and any cash discount privileges will be extended until such time as payment is due hereunder. Unless otherwise agreed in an Appendix, payment shall only be made upon the completion of the Services.

Buyer may separately specify to Provider the required format, content, and timing of submissions of invoices for Services.

(a). If Buyer receives a correct and complete invoice from Provider on a Monday, Tuesday or Wednesday, payment will be made on the 1st Tuesday after the 47th day following receipt of the invoice.

(b).If Buyer receives a correct and complete invoice from Provider on a Thursday, Friday, Saturday or Sunday, payment will be made on the 1st Tuesday before or on the 47th day following receipt of the invoice.

(c).If the payment date is a bank or Buyer holiday, then payment will be on the next business day thereafter.

Provider agrees to accept payment by check or by electronic funds transfer, in U.S. dollars or such other currency as is mutually agreed by Provider and Buyer. If payment is to be made by electronic funds transfer, Provider shall provide Buyer with appropriate bank details to affect such transfer, and Provider is responsible for all its own costs associated with electronic funds transfer.

Custom-trade partnership against terrorism

For shipments with origins or destinations in North America, Provider will ensure compliance by all personnel, contractors, and subcontractors, including provision of electronic or paper data if required, to programs offered by U.S.

Bureau of Customs and Border Protection, the U.S. Transportation Security Administration, U.S. Department of Homeland Security, Canada Customs and Revenue Agency, and Mexican Customs that facilitate the expeditious crossing of borders while preventing the unauthorized movement of materials.

Buyer's good

Unless otherwise agreed in writing between Buyer and Provider, at no time and in no circumstances shall Provider acquire any interest in the goods handled by Provider in its provision of Services hereunder. Notwithstanding any other clause to the contrary, Provider agrees to immediately release the goods to Buyer upon demand.

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