Last updated: July 18, 2021
Compass Supply Chain Intelligence Inc
2417 E Yandell Dr Ste B-131
El Paso, TX 79903
This agreement consists of the terms and conditions (“Terms and Conditions”) between the customer (“Customer”) and Compass Supply Chain Intelligence Inc. (“Compass 4PL USA”) which is a transportation property broker registered with the Federal Motor Carrier Safety Administration (the “FMCSA”), USDOT Number 3208887 and docket number MC 1001600.
Customer understands that Compass 4PL USA is not a motor-carrier, rail carrier, freight forwarder, ocean carrier or any other type of third-party transportation provider (collectively, “Carriers”); Compass 4PL USA contracts with such third-party Carriers on Customer’s behalf for the purpose of arranging transportation of Customer’s goods (“Services”). These Terms and Conditions are intended to establish and explain Compass 4PL USA’ Services.
Unless otherwise agreed to in a written agreement signed by Compass 4PL USA’ authorized representative, these Terms and Conditions apply to all Services and the related shipments.
The Terms and Conditions are made for the sole benefit of the Parties. Except as expressly provided herein, no other person or entity is intended to or shall have the rights or benefits hereunder, whether as third-party beneficiaries or otherwise.
Compass 4PL USA will arrange for transportation by contracting with Carriers on the Customer’s behalf. Those contracts are applicable to Customer’s shipment and may be documents such as bills of ladings (“BOL”), rail transportation agreements, tariffs, circulars, rules and other such publications in effect at the time of the shipment (collectively, “Shipping Documents”). Customer is responsible for requesting the Shipping Documents from Compass 4PL USA and reviewing the
documents. Compass 4PL USA is not obligated to provide to Customer copies of Shipping Documents, or any information contained therein. The Terms and Conditions govern the relationship between Compass 4PL USA and Customer and shall not be amended or altered by any Shipping Documents.
The terms of Shipping Documents will be subordinate to the provisions of these Terms and Conditions and any written agreement signed by Customer and Compass 4PL USA. Any change or notation made on the Shipping Documents that is in any way inconsistent with the provisions of these Terms and Conditions and any applicable written agreement that signed by Compass 4PL USA will be considered as a notation made for the private benefit and information of the consignor or consignee and will not be binding on Compass 4PL USA.
Shipping documents also include any documents tendered with a shipment, such as BOLs issued by the Carrier, Compass 4PL USA, Customer or Shipper; such Shipping Documents will still serve solely as a receipt indicating transfer of the shipment (but will not constitute Compass 4PL USA’ transportation provider’s verification of the nature, condition, number or volume of the shipment’s contents). Any such documents that identifies Compass 4PL USA as the carrier will not change Compass 4PL USA’ relationship with or obligations to Customer or the nature of Compass 4PL USA’ role in arranging for transportation services as a transportation broker.
Compass 4PL USA may modify these Terms and Conditions at any time and for that reason, Customer warrants it will periodically review these Terms and Conditions for compliance. Customer represents and warrants that Customer will comply with all laws, rules and industry standard practices that are applicable to Customer’s shipments. Customer agrees to furnish any necessary information and documents that are necessary to comply with such laws. Compass 4PL USA assumes no liability for any loss or expense due to the failure of the Customer to comply with this paragraph and Customer shall defend, indemnify and hold Compass 4PL USA harmless for any claims or damages resulting from violation of this paragraph, including attorney’s fees and costs.
Unless agreed otherwise in a written agreement signed by Compass 4PL USA’ authorized representative and subject to Compass 4PL USA’ credit approval, payment will be due within thirty (30) days of invoice date. If an invoice is not paid on or before the due date, such invoice will be subject to a late charge from the date payable until payment in full at 1.5% per month, or such lesser amount as may represent the maximum rate permitted by applicable law. If Compass 4PL USA is required to utilize the services of a collection agency or attorneys to collect any amounts due, Customer will be responsible for reasonable collection costs, attorney fees, court costs and other reasonable expenses incurred in collecting amounts owed. Compass 4PL USA may apply additional charges and late fees at its discretion. Compass 4PL USA shall also use its discretion on how to apply funds paid to Compass 4PL USA (e.g. payment may apply to oldest or most recent invoice(s)). Overpayments do not accrue interest and may be refunded or credited to future charges against Customer’s account in Compass 4PL USA’ sole discretion.
When Compass 4PL USA pays a service provider for transportation services that were arranged on Customer’s behalf, Customer recognizes that Compass 4PL USA receives and reserves the service provider’s legal rights to collect payment from Customer and any other third-party entities (such as those who signed the applicable BOL); Compass 4PL USA also receives any and all rights to that service provider’s legal rights regarding liens against Customers goods for unpaid freight charges.
Customer waives any defenses it may have pursuant to any agreement Compass 4PL USA and the Carrier with regards to unpaid freight charges Customer shall not withhold payment as a setoff because of a dispute or claim with Compass 4PL USA or Carriers, including claims for overcharge, duplicate payment or other invoice-related disputes or for claims of loss, damage or delay of freight or equipment.
Compass 4PL USA may grant credit to Customer which such credit shall be governed by these Terms and Conditions. Customer agrees to undergo a credit review and background search. Compass 4PL USA reserves the right to deny credit to Customer at any time for any reason. When paying by credit card or electronic funds, Customer will be responsible for all charges due and owing, including any adjustments on account or Customer’s shipment. The Customer authorizes Compass 4PL USA to charge Customer’s credit card or bank account for any charges. If Customer breaches (including anticipatory breach) any payment terms, Compass 4PL USA may alter the payment and credit terms and Compass 4PL USA’ discretion.
Compass 4PL USA SHALL NOT BE LIABLE FOR ANY LOSS, CLAIM, LIABILITY, OR DAMAGE UNLESS PROXIMATELY CAUSED BY Compass 4PL USA’ GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. IN NO EVENT, SHALL Compass 4PL USA, OR ITS THIRD-PARTY CARRIERS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES RELATING TO LOSS OF PROFITS OR INCOME, WHETHER OR NOT SUCH DAMAGES WERE REASONABLY FORESEEABLE OR MADE KNOWN.
Customer acknowledges that in order to provide competitive rates for the services, the Parties have agreed as a material term of this Agreement that Compass 4PL USA’ liability—if any—shall be limited to the fees that Compass 4PL USA has earned with respect to the subject shipment.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, Compass 4PL USA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO SHIPMENTS, GOODS IN TRANSIT, DELIVERY STATUS, CONDITION OF GOODS OR WITH REGARD TO THE INFORMATION PROVIDED ON THE WEBSITE OR SERVICES RELATED TO TRANSACTIONS CONDUCTED ON THIS WEBSITE. Compass 4PL USA CANNOT GUARANTEE DELIVERY BY ANY SPECIFIC TIME OR DATE. Customer acknowledges the following: (i) that Compass 4PL USA is a property broker, not a motor- carrier which means that Compass 4PL USA arranges for transportation, but does not transport the goods; (ii) Compass 4PL USA will confirm the FMCSA authority and insurance of the selected Carrier, but Compass 4PL USA does not guarantee that either will exist at the time of transport; (iii) Customer’s dispute(s) arising from the transportation of the goods shall be with the Carrier, not Compass 4PL USA; (iv) Customer must purchase broad form cargo insurance for the transportation of goods as Customer understands that Carriers may have limitations of liability or insurance coverage gaps; and (v) there are risks to the Customer’s business that are associated with transporting goods and Customer understands and accepts such risk; for example, accidents, cargo loss, damage, and delay.
Customer shall be liable for all charges related to or arising from Customer’s shipment; such charges may include- but are not limited to- transportation, fuel, accessorials, duties, customs assessments, governmental penalties, fines and taxes. Compass 4PL USA reserves the right to amend or adjust charges and to re-invoice the Customer in the following events if: (i) Customer provides incorrect information; (ii) service provider executed additional services; and/or (iii) Customer authorized service provider to perform additional services. If Customer disputes Compass 4PL USA’ invoice(s), Customer shall provide written notice of such dispute, specifically indicating the nature of the dispute. Such notice must be provided within five (5) days from the date of the invoice. In the event Compass 4PL USA does not receive timely written notice of the dispute, the charges will be conclusively presumed to be valid. Rates shown in emails and confirmation sheets may be different from the actual charges for Customer’s shipment. Differences may occur based on actual weight, dimensions, and other factors.
All rates Compass 4PL USA provides to Customer are confidential. Customer is not permitted to disclose or make available any rate quotes to persons or entities other than its employees and agents who need to know the rate quotes to perform their transportation-related obligations. During the time that Compass 4PL USA’ rate quote remains outstanding and in effect, neither Compass 4PL USA nor the Customer should disclose to persons or entities outside the respective organizations any confidential information obtained from the other party in connection with the issuance of a rate quote, including the rate levels, expected volume of traffic and origins and destinations. These confidentiality restrictions will not apply to information that is generally available to the public, that is independently developed by a party without use of the other party’s information, that was known to a party before disclosure by the other party, or that is obtained from another source without violation of any confidentiality obligations.
Compass 4PL USA may assist Customer with the processing of cargo claims. Although Compass 4PL USA will assist with processing cargo claims, Compass 4PL USA has no responsibility or liability for processing cargo claims. Where a damage claim is submitted with Carrier on behalf of Customer, Compass 4PL USA shall have a lien on any amounts recovered to the extent of open past due invoices on the Customer’s account. The Customer acknowledges a claim for damages does not relieve it for payment under these Terms and Conditions. Timely payment is a condition precedent to claim processing. The Customer will look solely to its own insurance policy, a Shipper’s interest policy, or insurance provided by the carrier for damage to goods in transit. The Customer agrees to notify Compass 4PL USA in advance to the shipment whether Customer wants to purchase insurance for the shipment. Unless Customer and Compass 4PL USA have agreed otherwise in writing and signed by an authorized Compass 4PL USA representative, Customer shall agree that the following Carrier terms shall apply as well:
Cargo claims shall be processed in accordance with 49 CFR Part 370 and the Carrier’s liability shall be governed by 49 USC 14706 (the “Carmack Amendment”) and any applicable carrier agreements with Compass 4PL USA or tariffs. Customer shall submit any cargo claim within three (3) weeks of delivery; unless the damage is concealed, which Customer shall notify Compass 4PL USA within five (5) business days from delivery and give the carrier five (5) business days for inspection. Shipper agrees to comply and be bound to Carrier’s on-hands notices regarding the disposition and/or storage of freight. Unless Carrier has a more restrictive term in its tariff or bill of lading, Carrier’s liability shall be limited to a maximum of $100,000 per shipment. Carrier is not responsible for any damage or loss to temperature-controlled cargo (including any cargo governed by the FDA) unless customer, in advance, provides Carrier with written notice and instructions for handling the shipment and an authorized Carrier representative (Manager or Director) has signed the notice. A bill of lading shall not be considered “notice” of handling requirements and shall not be binding. If Consignee rejects a shipment and immediate disposition instructions are not provided, Carrier may dispose of the goods at its discretion. Customer shall be responsible for any disposition fees and freight charges. Carrier is not liable for any claims that only arise from, or as a result of, a broken seal, missing seal, tampered seal, or mismatched seal number. Seal integrity shall not be the only evidence used to support a claim; claimant must provide additional evidence which supports actual loss or damage to the goods.
All claims arising from international shipments shall be governed by the Carmack Amendment. Carrier’s liability shall be limited to $1.00 per pound, unless customer requests, in writing, more coverage for a higher rate in advance. Carrier shall not be liable for any cargo damage, loss, injury or delay occurring in Mexico. If Carrier agrees otherwise in writing to accept liability, Carrier’s liability is limited to $0.25 per pound. If this geographical liability limitation is judicially or otherwise determined to be ineffective for any reason whatsoever, then Carrier’s liability for loss or damage shall be limited to $1.00 per pound.
These Terms and Conditions are not intended to and shall not be construed to give any third- party any interest or rights (including, without limitation, any third-party beneficiary rights) with respect to or in connection with any agreement or provision contained herein or contemplated hereby.
No waiver of any provision of this Agreement, or of the breach thereof, shall be construed as a continuing waiver or shall constitute a waiver of any other provision or breach. This Agreement is for specified services pursuant to 49 USC 14101 (b). To the extent that the provisions herein are inconsistent with Part (b), Subtitle IV, of Title 49 USC (ICC Termination Act of 1995) the Parties expressly waive all rights and remedies they may have under the Act.
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall remain in full force and effect.
These Terms and Conditions shall be governed by and construed in accordance with federal transportation laws and laws of the State of Texas without reference to its conflicts of law provisions. Any lawsuit arising from Compass 4PL USA’ Services or arising from these Terms and Conditions shall be brought and adjudicated in a count located in El Paso County, Texas. ANY CAUSE OF ACTION ARISING CUSTOMER HAS FROM Compass 4PL USA’ SERVICES MUST BE INITIATED WITHIN ONE (1) YEAR FROM THE DATE OF WHEN THE CLAIM ARISES.
This Agreement constitutes the entire agreement between Customer and Compass 4PL USA and supersedes any prior or contemporaneous understandings, representations, statements or agreements, written or oral. No amendment to or modification of this Agreement will be binding on Compass 4PL USA without Compass 4PL USA’ written consent. Compass 4PL USA may modify this Agreement at any time for any reason.