Terms & Conditions of Service

1. Contract and Scope of Services

(a) Services as a Property Broker

Archgate Logistics, Inc. is a licensed property broker operating under License No. MC-068909 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, Canada and Mexico (the “Services”). Said Third Parties may limit their liability and may operate under terms and conditions further defining their rights, obligations, and defenses, and Archgate Logistics, Inc. is also authorized to agree to those terms on behalf of the Customer. Customer agrees that any insertion of Archgate Logistics, Inc. as the carrier on a bill of lading shall be for Customer’s convenience only and shall not change its status as a property broker.

(b) Services as a Freight Forwarder

Archgate Logistics, Inc. may also provide freight forwarding services pursuant to separate agreements and applicable bills of lading.

(c) General Terms

As to all services, Archgate Logistics, Inc. acts as an independent contractor. All Services provided by Archgate Logistics, Inc. to Customer are governed by these Terms and Conditions of Service, which form a contract between Archgate Logistics, Inc. 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 Archgate’s most recent Terms and Conditions of Service and Conditions of Contract may be obtained by contacting info@archgate-logistics.com and may be periodically updated on Archgate’s website: https://www.archgate-logistics.com.

2. Limited Liability

(a)

Archgate Logistics, Inc. 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, Archgate Logistics, Inc. 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 Archgate’s Claim Form, which Archgate will submit to the Third Party and its insurer. Archgate has no liability for any failure of the Third Party or its insurer to pay cargo claims. Archgate only agrees to reasonably assist the Customer in bringing cargo claims against Third Parties; however, timely payment of Archgate invoices to the Customer is a condition precedent to such assistance. Archgate cannot assist with food damage claims without a USDA inspection report, salvage report, dumping receipt and commercial invoice.

(b)

The maximum liability of Archgate Logistics, Inc. 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 (including alleged wrongful selection of a carrier, loss or damage caused by theft of a Shipment through any fraudulent scheme, including identity theft, fraud by impersonation, imposter theft, double brokering, or theft by any other dishonest means) or otherwise, shall be limited to $50.00 per Shipment. Customer agrees that if it arranges first-party cargo insurance per Paragraph 3, it will accept the amount paid by such insurance as the full and final satisfaction of any claims against Archgate relating to the goods and Services. Except as may be set forth herein, Archgate makes no express or implied warranties regarding its Services. In no event shall Archgate 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 Archgate 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, Archgate Logistics, Inc. 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 Archgate 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 Archgate or the Customer. Upon request and for a separate charge, Archgate can arrange first-party cargo insurance for the Customer’s Shipment. However, Archgate is under no obligation to arrange such insurance unless it receives specific written instructions from the Customer to do so prior to transportation of the Shipment, and the Customer pays the required premium. The Customer agrees Archgate assumes no agency role for the Customer in procuring such first-party cargo insurance coverage; such coverage shall be governed exclusively by the terms of the certificate of insurance coverage and policy issued by the insurance company to Customer; and the insurance company is solely responsible for the payment of insurance claims.

4. Credit

Payment terms and credit limits are subject to credit approval at the sole and absolute discretion of Archgate Logistics, Inc. 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 Archgate the right to perform such credit history and background searches as Archgate deems necessary, and will submit a financial statement, if requested.

5. Cash Collect Shipments

Archgate Logistics, Inc. 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 Archgate Logistics, Inc. shall be net thirty (30) days from the date of the invoice issued by Archgate Logistics, Inc. Invoices submitted by Archgate 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. Archgate charges for the Services it performs are in addition to the charges of all Third Parties retained by Archgate on the Customer’s behalf, which will be invoiced together. The Customer agrees to pay Archgate 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 for the Shipment at issue in the invoice or for any prior or subsequent Shipments, and all charges therein shall be considered as earned by Archgate at the moment the Shipment has commenced transportation. Customer agrees to pay any Per Diem, Container Use, Chassis Use/Rental and/or Storage/Ocean Demurrage Charges that result from any delays caused by Customer’s delay in accepting delivery of the Shipment, devanning the goods from the intermodal container or which are otherwise attributable to any act or omission of the Customer. Any claim for refund of charges paid to Archgate for any reason, must be presented to Archgate within one year of the date of the invoice at issue, or such claim is waived and forfeited.

7. Lien on Customer’s Goods

The Customer agrees that Archgate Logistics, Inc. has a general, contractual lien on all Shipments which are the subject of Services rendered by Archgate Logistics, Inc. while those Shipments are in possession of any Third Party for any accounts receivable owed by the Customer to Archgate arising from the specific Shipment against which the lien is asserted, and/or arising from any previous Shipments. If Archgate elects to hold any Shipment based on these lien rights, it will provide written notice of that election to the Customer, and Customer agrees Archgate 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 Archgate’s satisfaction within thirty days of such notice, Archgate 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 Archgate.

8. Indemnification

The Customer agrees to indemnify, defend, and hold harmless Archgate Logistics, Inc. 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 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 Archgate relating to or arising out of the Services Archgate 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. Archgate shall be entitled to recover its court costs and reasonable attorney’s fees from the Customer in any action for collection of any payment due to Archgate or in any other action in which Archgate prevails in the enforcement of these Terms and Conditions of Service.

10. 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.

11. Force Majeure

In the event that Archgate Logistics, Inc. is prevented from performing Services because of an occurrence beyond its control and arising without its fault or negligence, including without limitation, war, riots, rebellion, acts of God, pandemics, public health emergencies, quarantines, labor disputes, or acts of lawful authorities, such failures to perform shall be excused for the duration of such occurrence. Whenever possible, in the event of a force majeure event, Archgate shall promptly notify the Customer in writing, stating the reasons for the inability to comply with the provisions of this Agreement, and the expected duration of the force majeure event. Archgate shall not be liable for any delays or failures in the performance of Services due to circumstances beyond its control.

12. Modification

No Contract is Valid Unless Signed by Archgate President, Chairman, or Operations Manager. No modification of these Terms and Conditions of Service, by separate contract or otherwise, shall be of any force or effect unless it is:

1. Reduced to writing and signed by both Archgate and the Customer prior to Shipment;
2. Expressly referred to as being a modification of these Terms and Conditions of Service; and
3. Signed by Archgate President, Chairman, or Operations Manager and sent to the Customer from any of their verified emails.

Any other purported modification of these Terms and Conditions, or contract, shall be null and void and of no effect, and any other signature purportedly on behalf of Archgate by any person other than Archgate’s President, Chairman, or Operations Manager, sent from any other email address, is without the express authority or approval of Archgate Logistics, Inc.