ALL SERVICES ARE SUBJECT TO THE BELOW THE TERMS AND CONDITIONS
GOZOVA, INC, (hereinafter, “Gozova”), a licensed property broker that, undertakes to arrange for the intrastate and interstate transportation of shipments on behalf of its various customers, (“Services”). The transportation is furnished by independent contractors selected by and under contract with Gozova. The terms and conditions of brokerage set forth herein are applicable to the transportation of any shipment by Gozova undertaken on the Customer's behalf. In the event that Gozova and the Customer (hereinafter “Shipper” or “Customer”) have entered into a written contract containing terms and conditions different than those set forth here, the terms in this Agreement will control.
This Agreement (known as the “Brokerage Services Agreement,” or “Agreement” or the “Terms and Conditions”) and agreed upon pricing documents apply to all services (the “Services”) provided by Gozova to Shipper. These terms shall constitute the entire agreement between the parties and no other written or verbal terms shall apply to the Services provided by Gozova to Shipper under these Terms and Conditions. Performance of any work by Gozova for Shipper shall constitute acceptance by Shipper of all terms contained within this Agreement. Gozova objects to any terms proposed in Shipper acknowledgment or other form of acceptance of Gozova’s offer to perform services which add to, vary from, or conflict with this Agreement and this Agreement may be modified only by a written instrument executed by authorized representatives of both parties. If Gozova’s offer to perform service has been issued in response to Shipper’s offer and if any of the terms in this Agreement add to, vary from or conflict with any terms of Shipper’s offer, then the acceptance by Shipper of Gozova’s tender to perform services shall constitute an acceptance of Shipper’s offer subject solely to the express terms set forth in this Agreement, and any additional, different or conflicting terms in Shipper’s offer are rejected by GOZOVA, so that these Terms and Conditions and agreed upon pricing documents constitute the entire Agreement between Shipper and Gozova with respect to the subject matter hereof and the subject matter of Shipper’s offer or counter-offer.
3.1 Shipper shall pay Gozova for the Services provided under this Agreement at the rates and charges as agreed between the parties. Payment is due upon completion of the delivery service and within the terms of the approved credit application.
3.2 Gozova shall invoice by the load. Shipper may require proof of delivery as a condition of payment. Payment of invoices shall be made by Shipper within thirty (30) days of invoice date. All amounts not paid by Shipper within thirty (30) days shall be subject to interest at the rate of 1.5% per month. Gozova reserves the right to pursue Shipper or consignee for charges. In the event that an invoice is unpaid within 60 days after the invoice date, interest shall accrue from that date, at the option of Gozova, at the lesser of 18% annum or the maximum allowed by law.
3.3 Except as may be later disclosed in a records review or audit, each party shall have one year from the date of shipment to file a claim with the other party for overcharges or undercharges relating to such shipment.
3.4 Except as otherwise provided in this Agreement, each party must assert a claim to recover damages or amounts claimed under this Agreement within two (2) years from the date that any goods were delivered or should have been delivered. Any matters not filed within the above limitations period shall be barred.
3.5 It is expressly agreed, as a condition of Gozova’s provision of brokerage services to Shipper, that Gozova shall have a lien on all of Shipper freight under transport for the total amount owed to Gozova for all freight charges, storage and charges for related services.
4.1 Selection and Use of Motor Carriers. Gozova will subcontract the transportation services required by Shipper to motor carriers. It is understood and agreed that the Motor Carriers are independent contractors with the exclusive control over their respective drivers and employees, and are not agents, employees or authorized representatives of Gozova.
4.2 Compliance with Laws, Rules and Regulations. Gozova shall have authority from the Department of Transportation to act as, and provide services as, a property broker. Gozova shall comply with all applicable provisions of the federal law.
4.3 Prompt Service. Gozova shall promptly and efficiently retain and contract with independent contractors as necessary to meet Shipper’s transportation needs.
4.4 On-Hand Freight. Gozova shall notify Shipper of any refused freight, or other issue regarding the freight brokerage services contemplated in this Agreement. Such notice by Gozova shall, as soon as reasonably practical and after Gozova has received notice from the motor carrier or other party.
5.1 In order to use the Gozova you must maintain accurate account information including name, address, email address, phone number and a valid payment method. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use Gozova. However, the terms in this Agreement survive any failure to maintain accurate account information.
5.2 Shipper is responsible for all activity that occurs on Shipper’s account and Shipper agrees to maintain the confidentiality, security and secrecy of account information. Shipper is the only authorized user of Shipper’s account and third-party access of Shipper’s account is not authorized.
5.3 Shipper warrants and represents that before requesting all Services that all items are properly labeled and packaged to withstand the rigors of transport and positioned for access by individuals performing services contemplated herein. Any additional work that is required to make any item ready for transport is provided in addition to the quoted cost.
5.4 Shipper warrants and represents that it has complete ownership, right, title and interest in any property transported pursuant to this Agreement that is necessary to contract for the services provided by Gozova. In addition, Shipper warrants and represents that it will not use Gozova for any unlawful purpose and not request transportation services of any item that is illegal or hazardous.
6.1 Delivery. Gozova shall obtain proof of delivery and provide to Shipper for billing of the services provided.
6.2 Conflict Between Agreement and Other Documents. The parties agree that bills of lading and transportation documents shall be used solely as receipts for shipment and to identify the kind and quantity of goods, place of pickup and delivery, the Shipper, consignee and other information as required by Shipper. At the discretion of Gozova, references to classifications, tariffs, service guides or other publications and/or contractual terms and conditions on the face or reverse side of such documents shall be null and void, and this Agreement shall govern the rights and obligations of the parties hereto.
7.1 GOZOVA SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF GOZOVA OR AGENTS, AFFILIATES OR EMPLOYEES OF GOZOVA, EVEN IF GOZOVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 GOZOVA SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF GOZOVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GOZOVA SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND GOZOVA'S REASONABLE CONTROL. SHIPPER ACKNOWLEDGES THAT THIRD PARTY PROVIDERS PROVIDING THE REQUESTED TRANSPORTATION SERVICES REQUESTED SERVICES MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED.
7.3 THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT GOZOVA HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH BELOW.
7.3 GOZOVA’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON GOZOVA’S CHOICE OF LAW PROVISION SET FORTH ABOVE.
7.4 Gozova refuses to transport any item of extraordinary value. The Parties agree that the cost of all services performed by Gozova is dependent on an agreed value of $.50 per pound for any item transported, stored or otherwise handled on your behalf. Any item with a value in excess of $.50 per pound is considered to be of extraordinary value. If you seek to use the Services for items of extradentary value, then you must make a written request prior to the provision of Services for an increase in the liability of Gozova up to no more than $1.00 per pound. You agree that the value of any item of extraordinary value is no more than $1,000.
7.5 For any alleged damage to property that was not subject to transportation or logistics services by Gozova, its agents, affiliates or employees, your ability to recover from Gozova is capped and limited at no more than the cost of the Services provided to you from which you allege the damage occurred.
8.1 ANY DISPUTE ARISING WITH RESPECT TO ANY SERVICES OR OTHER ACTION OR INACTION OF GOZOVA MUST BE SUBMITTED TO FINAL AND BINDING ARBITRATION CONDUCTED BY THE TRANSPORTATION ADR COUNCIL OF THE TRANSPORTATION LAWYERS ASSOCIATION. BY ENTERING INTO THIS AGREEMENT, CARRIER EXPRESSLY ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS ALL OF THE TERMS OF THIS AGREEMENT.
8.2 By accepting a shipment for transportation under this Agreement CARRIER has agreed to waive the right to assert any cause of action in a court of law and acknowledges the Agreement is dependent upon your agreement to resolve any dispute through binding arbitration.
8.3 The Arbitrator will render an award that may be entered and enforced in any court having competent jurisdiction to do so. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, only to the extent provided under applicable law.
8.4 Choice of Law and Choice of Venue. You agree that this Agreement, or any dispute whatsoever, relating to the performance of CARRIER or actions of BROKER is to be determined under the laws of the State of Texas. You consent to the venue of Tarrant County, Texas, for the resolution of any dispute arising hereunder.
8.5 Severability and Survival. If any portion of this Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed; and, (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis.
8.6 This Agreement shall not be assigned by either party without first obtaining the written consent of the other party. All modifications of whatever nature to this Agreement shall be in writing and signed by both parties. Any modification to any Schedule, inclusive of changes in any rate or rule, shall be subject to this agreement.
8.7 It is understood and agreed between the parties hereto that Gozova shall be free to accept freight for transportation from any individual or entity other than Shipper and that Shipper shall be free to tender freight for transportation to other licensed property brokers other than Gozova.
8.8 Gozova shall perform the services hereunder as an independent contractor and nothing herein is intended to create a joint venture, partnership, agency, or any employment relationship.
9.1 Shipper agrees to bear all costs or fees associated with any cancellation or change of any scheduled service, or the costs and expenses of completing a service that were not disclosed to Gozova at the time when the load was originally requested by the Shipper or when the price for the service was quoted by Gozova.
9.2 Gozova reserves the right to supplement any invoice to access additional costs for reclassification, weight, accessorial charges or any other fee or cost of any nature that was incurred in order to provide the transportation service.
9.3 Rate quotes are proprietary and confidential information and are not to be divulged to third parties. Each rate quote is valid for 24 hours. When you use the Services, you acknowledge and understand that you are disclosing certain information to Gozova that may be confidential or proprietary and that information will be used by Gozova to perform the Services or otherwise used in the business of Gozova. Without limitation, Gozova shall own all right, title and interest in the information used in the business of Gozova. Including any information that Gozova may derive or otherwise create that was originally obtained from providing the Services.
9.4 Gozova shall own and retain all rights, title and interest in all services or software. In addition, Gozova shall own all technology used to provide the transportation services and any applications, inventions or other technology developed in connection with the business of Gozova and all intellectual property rights related to any of the foregoing.
9.5 The terms contained within this Agreement are binding upon Gozova and Shipper and are a condition precedent to providing transportation, logistics or other services. The rights and obligations of the parties to this agreement will be binding on, and will be of benefit to, each of the parties’ successors and assigns.
I hereby warrant that the above information is true and correct and is furnished for the purpose of doing business with Gozova, Inc.