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  1. APPLICABILITY – Unless and to the extent otherwise specified in a written contract executed by Exel Freight Connect Inc. d/b/a DHL Transport Brokerage (hereafter “BROKER”)  and SHIPPER (identified in the ‘Quoted To’ section of the Rate Confirmation), these Standard Terms & Conditions (“STCs”) apply to the performance of freight brokerage services (the “Services”) provided by BROKER to SHIPPER.  These STCs shall constitute the entire agreement between the parties and no other tariff provisions shall apply to the Services provided by the BROKER to SHIPPER.  Performance of any Services by BROKER for SHIPPER shall constitute SHIPPER’S acceptance of these STCs.  These STCs may be modified only by a written instrument executed by authorized representatives of both parties.  
  2. Scope of Services – BROKER is licensed as a property broker by the Federal Motor Carrier Safety Administration in Docket Number MC-849561 and, as a licensed property broker, agrees to arrange for transportation of SHIPPER’s freight pursuant to these STCs and in compliance, in all material respects, with all federal, state and local laws and regulations relating to the Services.  BROKER’s responsibilities under these STCs shall be limited to arranging for, but not actually performing, transportation of SHIPPER’s freight. 
  3. Payment for Services – The rates and charges for the Services provided by BROKER shall be in accordance with the rates and charges set forth in the rate confirmation sheet (the “Rate Confirmation”) prepared by the BROKER and provided to SHIPPER for each shipment.  Payment is due from the SHIPPER within fifteen (15) days of the date of BROKER’s invoice.
  4. Delivery Receipts and Bills of Lading – Each shipment hereunder shall be evidenced by a billof lading or other written receipt acceptable to SHIPPER showing the kind,quantity and freight shipped.  Any termsand conditions found on such bill of lading shall be without effect; theparties intending such bill of lading to operate solely as a receipt and these STCsshall govern and control the Services.
  5. Shipper’s Responsibilities – SHIPPER shall be responsible to BROKER for timely andaccurate delivery instructions and description of the cargo, including anyspecial handling requirements, for any shipment.  SHIPPER shall comply withall applicable laws and regulations related to the transportation of its freight,including but not limited to those relating to the packing, marking, labeling,carriage or delivery of freight.  TheSHIPPER shall not tender to BROKER for transportation any hazardous material,as that term is used and defined in the Hazardous Transportation Act, 49 U.S.C.501101, et seq.  SHIPPER shall indemnify,defend, and hold BROKER harmless from any and all liability  whatsoever (including professional fees) arisingout of:  (i) violation of any law,rule or regulation by SHIPPER; (ii) insufficient or improper packing,labeling, marking or loading of the freight; (iii) taxes, levies, fines,penalties and other charges imposed by any authority in relation to the freight;(iv) any claims in excess of the agreed upon limits contained in theseSTCs; (v) the default of Shipper; or (vi) the negligent acts oromissions of SHIPPER.
  6. Mileage – If rates are based on mileage then mileages will be determinedthrough the use of the most current version of PC Miler Practical Miles (ZipCode to Zip Code) at the time the load is tendered.
  7. Liability for Cargo – It is understood and agreed that BROKER is not a motorcarrier and that BROKER shall not be held liable for loss or damage to, ordelay in the transportation of SHIPPER's property, unless such loss or damageis caused by BROKER’s negligent acts or omissions in the performance of theServices.  BROKER’s liability shall notexceed: i) the replacement cost of the freight, or ii) $100,000 peroccurrence; whichever is less.  Motorcarriers utilized by BROKER shall agree in writing with BROKER to be liable forcargo loss or damage in accordance with the provisions of 49 U.S.C § 14706. Thecarriers’ cargo liability for any one shipment shall not exceed $100,000 peroccurrence, unless SHIPPER notifies BROKER in writing of its desire for highercargo liability limits upon reasonable advance notice, and prior to shipmentpickup, to allow the motor carrier to arrange additional insurance coverage atan additional cost to SHIPPER.  
  8. Claims – Without assuming any liability for the cargo, BROKERshall process cargo claims against liable carriers on behalf of SHIPPER; however,BROKER shall have no obligation to pursue legal action against a motor carrieron SHIPPER”s behalf.
  9. BROKER Indemnity – BROKER shall indemnify and hold SHIPPER harmless fromand against all third party claims for injury to persons (including injuryresulting in death) and damage to property (excluding cargo) to the extent suchloss, damage or injury is caused by the negligent acts or omissions of BROKER.
  10. SHIPPER Indemnity – SHIPPER shall indemnify and hold BROKER harmless fromand against all third party claims for injury to persons (including injuryresulting in death) and damage to property to the extent such claim is causedby the acts or omissions of SHIPPER, its agents or employees, or the inherentvice 
  11. Force Majeure – Neither party shall be liable to the other for failureto perform its obligation under these STC’s if prevented from doing so becauseof an act of God, strikes, fire, flood, explosion, civil disturbance, acts ofterrorism, pandemic events, interference by civil or military authority,accident, labor disputes, or labor shortages, or because the continuation ofthe services would be in violation of any governmental laws, rules orregulations or would cause or create any material safety, health orenvironmental concerns, or other causes beyond the reasonable control of theparty and not intentionally caused by such party (“Force Majeure”)  The provisions hereof shall not apply tomonetary amounts owed by either Party to the other.  
  12. Exclusion of Consequential Damages – Neither party shall be liable to the other partyfor any LOSS OF PROFITS OR special, consequential or indirect damages,including (but not limited to) loss of business, loss of businessopportunities, loss of customer goodwill or punitive or exemplary damages,customer chargebacks, or the costs and expenses in providing or securingsubstitute revenues or substitute service providers, even if the parties havebeen advised of the possibility of the same, and without regard to the natureof the claim or the underlying theory or cause of action (whether in contract,tort or otherwise). 
  13. Governing Law; Jurisdiction – To the extent not governed by federal law, the laws ofthe state of Ohio shall govern the validity, construction, and performance ofthese STCs.  All controversies, claims,actions, suits or proceedings arising hereunder shall be brought in thejurisdiction of the federal and state courts sitting in Ohio and each party waivesany defense of forum nonconveniens.
  14. Severability – In the event any provision of these STCs is heldinvalid or unenforceable for any reason, that provision shall be ineffective tothe extent of such invalidity or unenforceability, and such invalidity orunenforceability shall not affect any other provision of this agreement.
  15. SIGNATURES – The electronic acceptance and/or act of tenderingfreight shipments to BROKER for Services shall constitute such acceptance ofSTCs by SHIPPER.