DEFINITIONS. “BOL” means Blk Out Logistics LLC, and its agents, representatives, and employees. “Customer” means the individual, corporation or other entity which has retained BOL to perform property brokerage Services, as well as all agents, representatives and subcontractors of said individual, corporation or entity, including, but not limited to all shippers and consignees of the Shipment being transported, or the insurers thereof, and any other party claiming a right or interest in the Shipment. The Customer agrees to provide notice of these Terms and Conditions of Service to all parties falling within this definition of “Customer.” “Shipment” means the goods which are carried under the terms of a single bill of lading or air waybill, irrespective of the quantity or number of containers, packages, or pieces. “Third Parties” shall include, but not be limited to, the following: motor carriers, truckmen, cartmen, lightermen, freight forwarders, agents, warehousemen and others to which the Shipment is entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise.
1. Contract and Scope of Services. BOL is a licensed property broker operating under License No. MC- 01103780, which undertakes to arrange on behalf of Customers, the interstate transportation of Shipments through Third Parties, from and to various origins and destinations throughout the United States (the “Services”). Said Third Parties may limit their liability and may operate under terms and conditions further defining their rights, obligations, and defenses, and BOL is also authorized to agree to those terms on behalf of the Customer. As to all services, BOL acts as an independent contractor. Customer agrees that any insertion of BOL’s name as the carrier on a bill of lading shall be for Customer’s convenience only, and shall not change BOL’s status as a property broker. All Services provided by BOL to Customer are governed by these Terms and Conditions of Service, which form a contract between BOL and the Customer. These Terms and Conditions of Service supersede all agreements, representations, warranties, statements, promises, and understandings of the parties, written or oral, except as stated herein. Copies of BOL’s most recent Terms and Conditions of Service may be obtained by contacting BOL and will be periodically updated on BOL’s website: https://blkoutlogistics.com
2. Limited Liability. (a) BOL agrees to select, on behalf of Customer, the Third Parties to whom the Shipment will be entrusted for transportation, handling, delivery, storage and related Services. However, BOL shall have no liability for any acts or omissions of Third Parties which may damage or delay the Customer’s Shipment, or cause other loss to the Customer and its interest in the Shipment, or for Shipments illegally obtained by unauthorized persons through identity theft and other fraudulent schemes. All claims in connection with the acts or omissions of a Third Party shall be brought solely against such party and/or its insurer. All cargo damage claims and supporting documentation must be submitted within 30 days after delivery using BOL’s Claim Form, which BOL will submit to the Third Party and its insurer. BOL has no liability for any failure of the Third Party or its insurer to pay cargo claims. BOL only agrees to reasonably assist the Customer in bringing cargo claims against Third Parties; however, timely payment of BOL’s invoices to the Customer is a condition precedent to such assistance. BOL cannot assist with food damage claims without a USDA inspection report, salvage report, dumping receipt and commercial invoice. (b) THE MAXIMUM LIABILITY OF BOL TO THE CUSTOMER FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND THE CUSTOMER’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO $50.00 PER SHIPMENT. EXCEPT AS MAY BE SET FORTH HEREIN, BOL MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING ITS SERVICES. IN NO EVENT SHALL BOL BE LIABLE FOR ANY LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES PROVIDED TO THE CUSTOMER, EVEN IF BOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) In no case will the maximum liability of any Third Party for damages to a Shipment be greater than $100,000.
3. Insurance. Unless otherwise agreed in writing, BOL will select Third Parties which have certificates of insurance showing liability insurance coverage limits for loss or damage to cargo up to $100,000. In no event, however, shall BOL be responsible for any Third Party’s failure to actually maintain such insurance, for any exclusion from coverage which may apply, or for any fraudulent act by Third Parties or any other persons or entities presenting fraudulent or false information to BOL or the Customer.
4. Credit. Payment terms and credit limits are subject to credit approval at the sole and absolute discretion of BOL, which shall be determined periodically and after submission of a Credit Application and may be revised if there is a change in Customer’s payment history or financial condition. Customer grants BOL the right to perform such credit history and background searches as BOL deems necessary, and will submit a financial statement, if requested.
5. Cash Collect Shipments. BOL can assist with Cash on Delivery (“C.O.D”) Shipments, but the Customer assumes the sole responsibility and liability for any failure of a consignee or bank to pay, and for any delay in the Shipment or loss to the Shipment that may result.
6. Payment of Services. Payment terms for all charges incurred for Services performed or arranged by BOL shall be net thirty (30) days from the date of the invoice issued by BOL. Invoices submitted by BOL to Customer are deemed conclusively accepted and approved and fully payable on the terms contained therein unless disputed in writing by Customer within seven (7) business days of Customer’s receipt thereof. Any amount remaining unpaid after thirty (30) days shall accrue interest at a rate equal to the lesser of: (a) one and one-half percent (1.5%) per month; or (b) the highest rate allowed by law. BOL’s charges for the Services it performs are in addition to the charges of all Third Parties retained by BOL on the Customer’s behalf, which will be invoiced together. The Customer agrees to pay BOL’s invoices without reduction or deferment on account of any alleged claim, counterclaim or set-off it believes it has for cargo loss, damage or theft, and all charges therein shall be considered as earned by BOL at the moment the Shipment has commenced transportation.
7. Lien on Customer’s Goods. The Customer agrees that BOL has a general, contractual lien on all Shipments which are the subject of Services rendered by BOL while those Shipments are in possession of any Third Party for any accounts receivable owed by the Customer to BOL arising from the specific Shipment against which the lien is asserted, and/or arising from any previous Shipments. If BOL elects to hold any Shipment based on these lien rights, it will provide written notice of that election to the Customer, and Customer agrees BOL has the authority to direct Third Parties to hold shipments on the basis of these lien rights and to arrange unloading and storage at Customer’s expense. If the Customer fails to make payment arrangements or post security to BOL’s satisfaction within thirty days of such notice, BOL will have the right to sell the Shipment at private or public sale or auction, and will remit to the Customer any net proceeds after the sale which exceeds the total amount owed (including any accrued unloading, loading and storage charges). The Customer shall provide notice to any other parties having an interest in the Shipment of these lien rights and of any exercise of those rights by BOL.
8. Indemnification. The Customer agrees to indemnify, defend, and hold BOL harmless from and against any and all claims and/or liabilities, including, but not limited to attorney’s fees and costs, arising from the Customer’s acts or omissions in relation to the Shipment, and arising from the manner in which the Shipment was prepared and/or packed for Shipment.
9. Applicable Law, Venue and Time for Suit. These Terms and Conditions of Service shall be governed by Illinois law without the application of its conflict of laws principles. Any suit relating to the Services and this Agreement shall be instituted in a state or federal court in Cook County, Illinois, and the parties irrevocably consent and waive all objections to the jurisdiction of any such court. A suit to enforce a judgment against the Customer may be filed in any jurisdiction where the Customer has assets. Any cause of action against BOL relating to or arising out of the Services BOL provides to the Customer will not be valid unless such action is commenced by the filing of a complaint in the required venue within one year of the date of the loss. BOL shall be entitled to recover its courts costs and reasonable attorney’s fees from the Customer in any action for collection of any payment due to BOL, or in any other action in which BOL prevails in the enforcement of these Terms and Conditions of Service.
10. Modification. No modification of these Terms and Conditions of Service shall be of any force or effect unless (a) reduced to writing and signed by both BOL and the Customer prior to Shipment, and (b) expressly referred to as being a modification of these Terms and Conditions of Service.
11. Severability. The provisions set forth in these Terms and Conditions of Service are severable, and if any particular provision should be held invalid, unenforceable or illegal by a court having competent jurisdiction, the remainder of these Terms and Conditions shall not be affected and shall be construed as if such invalid, unenforceable or illegal provision(s) was (were) omitted. Rev. 5-20