Note the following Broker Services Terms and Conditions (“Terms and Conditions”) govern MX Logistics Group Inc.’s brokerage services unless there is a signed written agreement in place between MX Logistics Group Inc. and the customer.
These Terms and Conditions are a legal contract between any shipper, consignor, consignee, or any other entity claiming an interest in the goods for which MX Logistics Group Inc., arranges transportation (“Shipper”) and MX Logistics Group Inc. (“Broker”):
1. Broker’s Services and Compliance with Applicable Law.
1. Compliance with Applicable Law. Broker represents and warrants that it is duly and legally qualified to operate as a property broker and to arrange the transportation services contemplated herein. Broker agrees to comply with all applicable federal, state, local, provincial, and foreign law, regulation, or ordinance (“Applicable Law”) regarding the provision of such brokerage services.
2. Broker’s Role. The Parties understand and agree that Broker functions as an independent entity, and not as a carrier, in selling, negotiating, and arranging for transportation for compensation, and that the actual transportation of shipments tendered to Broker shall be performed by third-party motor carriers (“Carriers”).
3. Exclusivity. Neither Broker nor Shipper intend to create an exclusive agreement hereunder. Broker may accept or reject any shipment tendered by Shipper, in Broker’s sole discretion. Nothing hereunder shall be construed as obligating Broker to arrange for the transportation of any minimum volume of shipments.
4. Shipments Requiring Special Handling.
4.1 Shipper acknowledges and agrees that Broker shall have no obligation to arrange for a Carrier to provide any special handling (including, but not limited to, controlled-temperature transportation) unless Shipper, at the time of the initial request for services with respect to the individual shipment Shipper requests specialized handling for, provides written notice (“Special Handling Notice”) to Broker identifying the requested special handling, including without limitation any requirements related to condition, design, maintenance, or type of transportation equipment; sealing of trailers; cross-contaminant restrictions; segregation/isolation of Food (as defined below) shipments; record requirements relating to equipment (such as prior use or cleaning); temperature-range requirements; temperature records (including method of measuring, monitoring, and documenting temperature); pre-cooling requirements; and required transit times (any such instructions, hereinafter the “Specialized Instructions”). If Broker responds in writing that it agrees to arrange transportation in accordance with the Specialized Instructions, Broker’s sole obligation is to notify Carrier of the requirements in the Special Handling Notice. Each Special Handling Notice may be communicated in writing or via electronic means.
4.2 If a shipment contains Cargo intended for human or animal consumption (“Food”) for which controlled-temperature services are necessary, the corresponding Special Handling Notice must expressly confirm controlled-temperature services are required, as well as the required temperature range stated in degrees Fahrenheit. Additionally, for each controlled-temperature shipment, the consignor shall ensure that commodities are within appropriate temperature ranges at the time of physical tender to the Carrier.
4.3 Any Food not requiring temperature control during transportation will be properly packaged prior to tender to Broker or its Carrier in such a manner as to ensure safe and sanitary handling during transportation without the need for any specialized handling procedures.
4.4 Broker’s sole responsibility with respect to Specialized Instructions is limited to providing such Specialized Instruction to the Carrier. Shipper acknowledges and agrees that actual or alleged failure by the Carrier to comply with Specialized Instructions, or a broken, missing, or unreadable trailer seal, shall not: (i) result in any presumption that Cargo has been adulterated, contaminated, or otherwise rendered unfit for its intended purpose, or (ii) be grounds for rejection of a shipment or filing of a claim for Cargo loss and damage without proof of actual loss or damage.
5. Shipments Containing Hazardous Material. Shipper shall notify Broker in writing prior to tendering any Hazardous Material and is solely responsible for properly identifying and describing, on any shipping documentation, in accordance with Applicable Law, Cargo to be transported. Shipper shall comply with all Applicable Law regarding tender of hazardous materials, as that term is used and defined in the Hazardous Material Transportation Act, 49 U.S.C. § 5101 et seq., as well as any other hazardous or non-hazardous waste (“Hazardous Material”), including any and all applicable notices and/or manifests related to such hazardous material, as well as provide Broker, prior to tender of any shipment, with the applicable Safety Data Sheet for the Hazardous Material to be tendered to Carrier for transportation. Shipper shall indemnify, defend, and hold Broker, its employees, contractors, and agents harmless from and against, and shall pay and reimburse, any and all claims of loss, damage, delay, fine, civil penalty, or expense, including reasonable attorneys’ fees and legal costs, arising out of or related to the exposure to or release of any Hazardous Material, including without limitation, fines or expenses relating to the removal or treatment of Hazardous Material or other remedial action pertaining to the Hazardous Material under Applicable Law, if: (i) Shipper fails to timely provide the notice and information required by this provision; (ii) the contact, exposure or release resulted from improper packaging or from other acts or omissions of Shipper, its employees, contractors, or agents; or (iii) the contact, exposure of release occurred subsequent to the transport of the Hazardous Material by the Carrier.
6. Shipments Containing Hazardous Material. Shipper shall notify Broker in writing prior to tendering any Hazardous Material and is solely responsible for properly identifying and describing, on any shipping documentation, in accordance with Applicable Law, Cargo to be transported. Shipper shall comply with all Applicable Law regarding tender of hazardous materials, as that term is used and defined in the Hazardous Material Transportation Act, 49 U.S.C. § 5101 et seq., as well as any other hazardous or non-hazardous waste (“Hazardous Material”), including any and all applicable notices and/or manifests related to such hazardous material, as well as provide Broker, prior to tender of any shipment, with the applicable Safety Data Sheet for the Hazardous Material to be tendered to Carrier for transportation. Shipper shall indemnify, defend, and hold Broker, its employees, contractors, and agents harmless from and against, and shall pay and reimburse, any and all claims of loss, damage, delay, fine, civil penalty, or expense, including reasonable attorneys’ fees and legal costs, arising out of or related to the exposure to or release of any Hazardous Material, including without limitation, fines or expenses relating to the removal or treatment of Hazardous Material or other remedial action pertaining to the Hazardous Material under Applicable Law, if: (i) Shipper fails to timely provide the notice and information required by this provision; (ii) the contact, exposure or release resulted from improper packaging or from other acts or omissions of Shipper, its employees, contractors, or agents; or (iii) the contact, exposure of release occurred subsequent to the transport of the Hazardous Material by the Carrier.Shipments Requiring Rail Transportation. Notwithstanding anything in these Terms and Conditions to the contrary, in the event, whether upon request of Shipper or in Broker’s discretion, any portion of the underlying transportation is performed by a rail carrier (“Rail Carrier”), Shipper acknowledges and agrees that the Rail Carrier services, including, but not limited to, charges, liability (including limitations) for loss or damage to Cargo, and terms and conditions of services are governed by tariffs, circulars, or similar documents maintained by the Rail Carrier or other third-party logistics provider arranging such Rail Carrier services (the “Rail Conditions”). Shipper acknowledges and agrees that Shipper, and not Broker, shall be deemed as a shipper or beneficial Cargo owner for purposes of application of the Rail Conditions. As between Shipper and Broker, Shipper shall be solely responsible for: (a) proper packing of any and all shipments; (b) blocking and bracing all such Cargo in accordance with the Rail Conditions, as well as in accordance with industry standards (including, but not limited to, those imposed by the American Association of Railroads via Circular 43, Rules Governing the Loading, Blocking and Bracing of Freight in Closed Trailers and Containers for TOFC/COFC Service); and (c) compliance with any and all obligations or charges imposed by the Rail Carrier with respect to tender of Cargo for rail and/or intermodal transportation, including, but not limited to, any and all charges for accessorial services imposed by Rail Carriers whether or not included in the initial rates agreed upon by the Parties.
7. Notification of Accidents or Delays. Broker agrees to notify Shipper of any accident or other event of which Broker is appraised and which prevents the Carrier from making a timely or safe delivery.
2.Shipper’s Representations and Warranties.
2.1 Shipper warrants that it is the owner of the cargo, freight, products, goods, commodities, packages, and/or parcels (collectively, the “Cargo”), or is otherwise authorized to engage Broker to arrange for the transportation of the Cargo pursuant to these Terms and Conditions. Shipper will provide complete and accurate information regarding the Cargo and is solely responsible for complying with legal obligations imposed under Applicable Law on any shipper or offeror of Cargo. Shipper shall be solely responsible for preparing, marking, packing, labeling, and securing the Cargo so as to ensure safe transportation with ordinary care in handling.
2.2 Shipper will advise Broker in writing, prior to tendering any Cargo, whether transportation services require specific licensing, registration, or permitting. Shipper warrants and represents that each shipment for which it requests services is valued at less than $0.50 per pound, and less than $100,000 in total, unless Shipper notifies Broker in writing, at least twenty-four (24) hours prior to scheduled pick-up, that a specific shipment exceeds such values. Broker is under no obligation to arrange for a Carrier to assume full-value liability unless specifically agreed in a writing signed by an officer of Broker, which such writing must specifically identify the individual shipment to which it relates.
3. Shipping Documents
Unless otherwise agreed in writing, all Cargo tendered shall be accepted on a bill of lading which shall function as a receipt of the Cargo only; the terms and conditions of such bill of lading will not apply to transportation provided pursuant to these Terms and Conditions. Upon written request of Shipper, Broker shall instruct Carriers to obtain a delivery receipt from the consignee, showing the products delivered, condition of the shipment, and the date and time of such delivery. Shipper is solely responsible for properly identifying and describing the Cargo to be transported on any shipping documentation, as well as for complying with Applicable Law regarding tender of Cargo for transportation. Shipper acknowledges and agrees that Broker is under no obligation to arrange for any special handling or other services unless expressly requested in writing by Shipper receipt of which is acknowledged in writing by Broker.
4. Carriers
Broker shall make commercially reasonable efforts to place Shipper’s Cargo with responsible Carriers authorized to perform the services required by Shipper for the purposes of transporting Cargo with reasonable dispatch under the direction of Shipper. In no event will Broker tender any Cargo of Shipper to a Carrier holding an “unsatisfactory” safety rating. Broker also agrees to utilize only Carriers that possess all insurance coverages required by Applicable Law. However, the Parties understand and agree that Broker makes no express or implied warranties or guarantees concerning delivery time or the locating of a Carrier to provide the transportation services requested by Shipper. Moreover, Shipper acknowledges and agrees that such Carriers might limit Shipper’s recovery for claims for Cargo loss, damage or delay.
5. Rates and Charges; Payment Terms.
5.1 Broker will charge and Shipper will pay the rates and charges agreed by the Parties in writing, including communication via email, for services provided by Broker. Shipper agrees to pay Broker without deduction or offset, within thirty (30) days of receiving the invoice, with interest accruing monthly at a rate of one percent (1%) per month on any unpaid balance. Shipper shall be liable for any expenses, including attorneys’ fees and legal costs, Broker incurs in collecting its rates and charges. Shipper shall also be responsible for any additional accessorial charges imposed by the Carrier that were not anticipated by Broker at the time Broker arranged for services with Carrier or which were not otherwise included in the rate set forth in the Broker’s quote or other communication. If any information provided by Shipper is inaccurate or incomplete, Shipper acknowledges and agrees that agreed upon rates may, in Broker’s sole discretion, be revised to reflect the Cargo actually tendered. Broker and Shipper agree that any payments made hereunder are made in payment of debts incurred in the ordinary course of business and are made according to ordinary business terms. Shipper shall be liable for all charges arising out of services requested by Shipper and performed by Broker and its Carriers.
5.2 In no event will Broker or any of its affiliated entities, each of which shall be an intended third-party beneficiary of these Terms and Conditions, have any responsibility for, and Shipper will defend, indemnify, and hold Broker harmless from, and will pay and reimburse, any charges imposed by third parties with respect to: (i) use of equipment in which Cargo tendered by, to, or on behalf of Shipper is, has been, or will be laden, or for charges assessed with respect to storage or handling of any such equipment, including, but not limited to, charges assessed by steamship lines, rail carriers, rail terminal operators, marine terminal operators, or port authorities; (ii) charges arising from services, including, but not limited to, any and all amounts assessed by third parties related to requests for cancellation (including charges for services rendered prior to cancellation), costs related to requests for reconsignment or otherwise due to inaccurate or incomplete information provided by or on behalf of Shipper; or (iii) any rates or charges, or any increase in any rates or charges, the Carrier assesses to Broker, such as fuel surcharges, peak season surcharges, general rate increases, or amounts intended to cover assessments by third parties (including government regulators). Without limiting the generality of the foregoing, Broker shall have no liability for any such changes arising from or related to port congestion, lack of equipment availability, labor shortages, or other situations impacting port or intermodal transportation operations.
5.3 Broker shall have a possessory lien on all Cargo, and any proceeds therefrom, in its, or in its Carrier’s, dominion or control for the payment of any and all amounts due and owing from Shipper or with respect to services rendered at the request, or for the benefit of, Shipper. In addition, to the extent not prohibited by Applicable Law, Broker will have a general lien on any Cargo under its, or its Carrier’s, dominion or control, and any proceeds thereof, for any and all amounts due and owing from Shipper or with respect to services rendered at the request, or for the benefit of, Shipper, regardless of whether those amounts relate to Cargo or proceeds against which the general lien is enforced.
6. Broker’s Insurance Obligations
Broker shall comply with all insurance and bonding requirements imposed upon it by Applicable Law, including its obligation to maintain a surety bond to benefit the Shipper.
7. Cargo Liability and Claims.
7.1 In the event of Cargo loss or damage, including loss or damage due to unreasonable delay in delivery, Broker may facilitate claims filing and processing with the Carrier if Shipper submits to Broker, within thirty (30) calendar days of the date of delivery (or if no delivery, within thirty (30) calendar days of the date Cargo should have been delivered), a written claim, fully supported by all relevant documentation, including but not limited to, the signed delivery receipt, listing the nature and cause of the claim for Cargo damage. Failure to do so will result in an absolute bar to any such claim and will relieve Broker of any obligation to pursue the claim with Carrier.
7.2 Shipper understands and agrees that the Carrier may have a limitation of liability in place that limits Shipper’s recovery with respect to such claims.
7.3 Broker may, in its sole discretion and without liability to Shipper, discontinue pursuit of claims with the Carrier if such claim is not resolved within sixty (60) days of receipt by Broker.
7.4 Broker shall have no liability for Cargo loss, damage, or shortage except to the extent such claims are caused directly and proximately by Broker’s negligent or intentionally wrongful acts or omissions, in which event, Broker’s liability shall be limited to the amount owed to Broker by Shipper with respect to the services provided by Broker that relate to the Cargo at issue. Broker shall have no liability for delay in delivery of Cargo except to the extent that Broker’s negligence or intentional misconduct directly and proximately causes an unreasonable delay, which delay results in loss or damage to the Cargo.
7.5 Broker shall be under no obligation to arrange, and Carrier shall be under no obligation to provide, service in accordance with any set pick-up or delivery schedule; Broker’s sole obligation is to require Carriers to agree to provide services with reasonable dispatch. In no event will Broker or the Carrier be responsible for any chargebacks or other penalties or assessments imposed by the consignor or consignee with respect to late deliveries.
7.6 Any lawsuit arising from a Cargo claim must be commenced within six (6) months of denial of all or any part of such claim. Shipper acknowledges and agrees that its sole recourse, and that Broker’s sole liability, with respect to Cargo loss, damage, shortage, or delay shall be pursuant to this provision. Shipper further acknowledges and agrees that if Shipper is not the owner of such Cargo, then Shipper is authorized to bind the owner to the provisions set forth herein regarding loss, damage, shortage, or delay.
8. Indemnification
8.1 Other than claims for cargo loss, damage, delay, or destruction, Broker shall indemnify, defend, and hold Shipper and its affiliates harmless from and against, and shall pay and reimburse them for, any and all third-party claims including loss, damage, fine, civil penalty, or expense, including reasonable attorneys’ fees and legal costs, to the extent caused by (i) the negligence or intentional misconduct of Broker; (ii) Broker’s or its employees’ violation of Applicable Law; or (iii) Broker’s or its employees’ or agents’ material breach of these Terms and Conditions. The foregoing obligations shall not apply to the extent such liabilities or obligations arise from the negligence or other wrongful conduct of Shipper, its employees, or agents.
8.2 Shipper shall indemnify, defend, and hold Broker and its affiliates harmless from and against, and shall pay and reimburse them for, any and all third-party claims including loss, damage, fine, civil penalty, or expense, including reasonable attorneys’ fees and legal costs, to the prorated extent caused by (i) the negligence or intentional misconduct of Shipper; (ii) Shipper’s or its employees’ or agents’ violation of Applicable Law; (iii) Shipper’s or its employees’ or agents’ material breach of these Terms and Conditions; or (iv) compliance with or reliance on information or instructions provided by or on behalf of Shipper. The foregoing obligations shall not apply to the extent such liability, claims or loss are the result of the negligence or other wrongful conduct of Broker, its employees, or agents.
8.3 In the event that such claims, liabilities, losses, damages, fines, penalties, payments, costs, and expenses (including, without limitation, reasonable attorney fees) are caused by the joint and concurrent negligence or other fault of the Parties, or the Parties and a third party, the indemnity obligations for such claims, liabilities, losses, damages, fines, penalties, payments, costs, and expenses shall be borne by each Party in proportion to its degree of negligence or other fault.
8.4 Broker shall also indemnify, defend, and hold Shipper and its affiliates harmless from and against any and all claims by Carriers seeking payment for transportation services rendered with respect to loads tendered to the Carrier by Broker to the extent Shipper has made timely payment in accordance with the provisions of these Terms and Conditions to Broker of the full amount owing to Broker for the services underlying the Carrier’s claim.
8.5 Shipper shall also indemnify, defend and hold Broker and its affiliates harmless from and against third-party claims seeking to impose liability on Broker for loss, damage, delay, or destruction of or to Cargo in excess of the liability expressly assumed by Broker pursuant to this Agreement.
8.6 Any indemnified party shall promptly tender the defense of any claim to the indemnifying party.
9. Relationship of the Parties
The Parties intend to create a relationship of independent contractors and in no event will the Parties be deemed to be involved in an employment relationship, joint venture, partnership, or agent-principal relationship.
10. Legal Restraint or Force Majeure
In the event performance by one Party is affected by any cause beyond the reasonable control of such Party, including, without limitation, fire, labor strife, riot, war, weather conditions, acts of the public enemy, acts of God, acts of terrorism, local or national disruptions to transportation networks or operations, material equipment repairs, fuel shortages, governmental regulations, government shutdown, pandemic, epidemic, health emergency, or governmental request as requisition for national defense, or requests of governmental officials, and provided that the applicable cause is not attributable to the acts or omissions of such Party, and such Party is taking reasonable measures to remove or mitigate the effects of the applicable cause, then the running of all periods of time, and the performance of all obligations required herein, shall be suspended during the continuance of such interruption and such Party shall not bear any liability for loss or damage to Cargo resulting therefrom. Such Party shall make reasonable efforts to promptly notify the other Party of such interruption. On resumption of operations, any affected performance by such Party shall be resumed. The affected Party shall be permitted an extension period equal to the period of suspension to complete shipments adversely affected by the suspension. No liability shall be incurred by either Party for damages resulting from such suspensions.
11. Communications
To the extent practicable, communications between Broker and Shipper, including, but not limited to, invoicing, payment, shipment-specific rates and charges, and proofs of delivery, will be electronic in a format mutually agreeable to the Parties. The Parties hereby waive any objection to the authenticity of such electronic communications as long as such communications comply with the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, or related legislation as applicable.
12. Broker’s Records
To the extent allowable under Applicable Law, Shipper hereby waives its right to obtain copies of Broker’s records as provided for under 49 C.F.R. Part 371. Notwithstanding the foregoing, to the extent that Shipper obtains records set forth in 49 C.F.R. § 371.3 by any means whatsoever, Shipper agrees to refrain from utilizing such records in negotiating for the provision of services with any third party, including Carriers. Shipper further agrees and understands that all such records comprise Broker’s Confidential Information (as defined below) and trade-secrets.
13. Confidentiality
“Confidential Information” shall mean any business, financial, marketing, technical, scientific or other information which, at the time of disclosure, is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the Parties, exercising reasonable business judgment, to be confidential. Neither Party will disclose the Confidential Information of the other Party to a third party for any reason without the written consent of the other Party, except (i) as required by Applicable Law; (ii) to the extent disclosure is made to its accountants, tax advisors, attorneys, or any parent, subsidiary, or affiliate company; or (iii) as is reasonably necessary to the performance of operations hereunder (including Broker’s disclosure of shipment-specific information to Carriers); or (iv) for purposes of defending or prosecuting any claims or rights arising from or related to this Agreement.
14. Governing Law and Dispute Resolution
These Terms and Conditions and the Parties’ business dealings shall be deemed to have been drawn in accordance with the statutes and laws of the United States and the state of New Jersey, without regard to the choice-of-law rules of that or any other jurisdiction. The Parties agree that any claim or dispute arising from or in connection with these Terms and Conditions and the Parties’ business dealings, whether under federal, state, local, or foreign law, must be brought exclusively in the state or federal courts or appropriate subject matter jurisdiction serving Middlesex County, New Jersey. The Parties consent to the exclusive personal jurisdiction of these courts.
15. Waivers
15.1 Consequential Damages. In no event will either party be liable for any special, consequential, incidental, indirect, punitive, or exemplary damages, including, but not limited to, lost profits or damages arising from business interruption, with respect to any matters arising from or related to THEIR BUSINESS DEALINGS OR THESE TERMS AND CONDITIONS regardless of whether the party to be charged had notice of the possibility of such damages.
15.2 Third-Party Conduct. ANY PROVISIONS OF THESE TERMS AND CONDITIONS TO THE CONTRARY NOTWITHSTANDING, IN NO EVENT WILL BROKER HAVE ANY LIABILITY TO SHIPPER OR TO ANY THIRD PARTY FOR THE CONSEQUENCES OF IDENTITY THEFT OR FRAUDULENT CONDUCT PERPETRATED BY THIRD PARTIES, INCLUDING ANY LIABILITY ARISING FROM BROKER DOING BUSINESS OR SEEKING TO DO BUSINESS WITH A THIRD PARTY THAT HAS MISREPRESENTED ITS IDENTITY TO BROKER.
15.3 Failure to Verify. IF BROKER HAS PROVIDED SHIPPER WITH ANY INFORMATION REGARDING THE IDENTITY OF THE CARRIER OR ITS DRIVER, INCLUDING WITHOUT LIMITATION THE CARRIER’S OR DRIVER’S NAME, SHIPPER WILL (OR, IF SHIPPER IS NOT THE CONSIGNOR, SHIPPER WILL REQUIRE THE CONSIGNOR TO) CONFIRM THE INFORMATION PRIOR TO TENDERING A SHIPMENT ARRIVES TO RETRIEVE A SHIPMENT IS NOT THE SAME AS THE INFORMATION PROVIDED BY BROKER. BROKER WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE INCURRED BY SHIPPER ARISING FROM OR RELATED TO THE TENDERING PARTY’S FAILURE TO VERIFY CARRIER OR DRIVER INFORMATIONAND WILL NOT TENDER IF THE INFORMATION OF THE CARRIER OR DRIVER THAT.
16. Miscellaneous Provisions.
16.1 General. The subject headings of these Terms and Conditions are included for convenience only and must not affect the construction or interpretation of any of its provisions. All dollar amounts are based on U.S. Dollars. Unless otherwise specified, all references to “days” mean calendar days.
16.2 Severability. If any provision (including any sentence or part of a sentence) of these Terms and Conditions is deemed invalid for any reason, these Terms and Conditions will be void only as to that provision, and these Terms and Conditions will remain otherwise binding between the Parties. Any provision deemed voided will be replaced with provisions that will be as close to the Parties’ intent as permissible.
16.3 Non-waiver. A waiver of any provision of these Terms and Conditions will not constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver. No waiver will be deemed effective or binding unless executed in writing by the Party making the waiver. The failure or refusal of a Party to insist upon the strict performance of any provision of these Terms and Conditions, or to exercise any right under these Terms and Conditions, will not be construed as a waiver of the provision or right, nor will the failure or refusal be deemed a customary practice contrary to the provision or right. The rights and remedies of each Party under these Terms and Conditions or under Applicable Law are cumulative, and the exercise of any of them will not be exclusive of any other right or remedy provided by these Terms and Conditions or allowed under Applicable Law.
16.4 Notices. All notices and other communications required by these Terms and Conditions must be in writing and will be deemed to have been fully given: (i) upon delivery if delivered in person, by facsimile transmission, or electronic means; (ii) on the next day after being deposited with an overnight delivery company with the express charges prepaid; or (iii) on the date indicated on the return receipt, or if there is no receipt, on the third day after being deposited in the United States Mail with first-class postage prepaid.
16.5 No Third-Party Beneficiaries. Nothing in these Terms and Conditions creates any rights in any party not a signatory to or expressly designated as a third-party beneficiary herein.
16.6 Benefit and Assignment. these Terms and Conditions will be binding upon and inure to the benefit of the Parties and their respective successors. Shipper may not assign or subcontract any of its obligations under these Terms and Conditions without written consent from Broker.
16.7 Non-Reliance. Each Party is acting for its own account and has sought and received the advice of an attorney and/or other business counsel or, if not, has chosen not to do so. Neither Party is relying on any representation or other communication (written or oral) of the other Party other than what is set forth in these Terms and Conditions.
16.8 Survival. If, up to and including the date of completion of services, one or more events occur that give rise, before or after that date, to a liability or entitlement of Broker or Shipper under, the liability or entitlement will continue until it is satisfied in full, notwithstanding the completion of services.
16.9 Captions. The captions in these Terms and Conditions are inserted for convenience of reference only and in no way define, describe, or limit the scope or intent of these Terms and Conditions or any provision thereof.
16.10 Complete Agreement. These Terms and Conditions constitutes the entire agreement between Broker and Shipper and fully replaces and supersedes all prior and contemporaneous agreements, representations, and understandings pertaining to the subject matter contained herein.