1. APPLICABILITY

Unless expressly superseded by a written contract signed by an officer of DJM Transport LLC dba Simple Logistics Solutions (“BROKER”) and the party requesting services by BROKER (“CUSTOMER”) these Terms and Conditions shall govern property brokerage service (which, for purposes hereof, shall mean the arrangement of motor carrier transportation to be performed by third party Servicing Motor Carriers as defined below) provided by BROKER (“Services”), including services provided pursuant to a load confirmation. Any terms and conditions on documents exchanged between the parties other than these Terms and Conditions, as revised from time to time, shall not apply to any Services and shall not be binding on or applicable to BROKER. CUSTOMER understands and agrees 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 (“Servicing Motor Carriers”) regardless of whether such Servicing Motor Carrier is engaged by BROKER directly or is engaged by a subcontractor retained by BROKER. BROKER and CUSTOMER represent and warrant that their relationship is that of independent contractors and that the respective employees are under their respective exclusive management and control. Nothing in these Terms and Conditions shall be deemed to require BROKER to provide Services upon request of CUSTOMER, and BROKER reserves the right to accept or decline, in its sole discretion, any particular request for Services.

2. COMPLIANCE WITH LAW

BROKER agrees to comply with all applicable federal, state, and local laws regarding the provision of such brokerage Services. CUSTOMER warrants and represents that it is authorized to tender the cargo in question to BROKER and that all descriptions of the cargo are complete, accurate, and include all information required by applicable law, rules, or regulations. Without in any way limiting the foregoing, if CUSTOMER tenders for transportation cargo designated as hazardous materials or dangerous goods, CUSTOMER shall be solely responsible for complying with any and all applicable laws, rules, regulations, or conventions with respect to classifying, tendering, packaging and labeling such cargo and must provide notice of any such cargo at the time a request for Services is first initiated by CUSTOMER to BROKER. CUSTOMER warrants and represents that no specialized handling, including segregation or temperature control, is required unless CUSTOMER provides written notice of specialized handling requirements at the time of request for service to the specific shipment to which the specialized handling requirements apply (such notice a “Handling Notice”). BROKER’s sole obligation with respect to specialized handling is to pass through the instructions in a Handling Notice. Any routing suggestions provided by BROKER are recommendations only. If CUSTOMER wishes to designate a specific route of transportation, CUSTOMER is solely responsible for selecting the desired route. BROKER shall comply with all insurance and bonding requirements imposed upon it by law, including its obligation to maintain a surety bond or trust fund agreement.

3. ELECTRONIC COMMUNICATIONS

CUSTOMER agrees to communicate with us electronically. This means BROKER can send CUSTOMER emails about your orders, our services, and other important information. CUSTOMER also agrees that any agreements, notices, disclosures, and other communications that BROKER provides electronically satisfy any legal requirement that such communications be in writing.

4. INDEMNIFICATION, WARRANTIES, AND LIMITATION OF LIABILITY

In no event shall either Party be responsible for any special or consequential damages, regardless of whether the party to be charged had notice of the possibility of such damages. THE TOTAL LIABILITY OF BROKER WITH RESPECT TO ANY CLAIMS OR DAMAGES ARISING FROM OR RELATED TO SERVICES PROVIDED PURSUANT TO THESE TERMS AND CONDITIONS WILL BE FOR THE AMOUNT CHARGED BY BROKER WITH RESPECT TO THE SERVICES SPECIFICALLY GIVING RISE TO SUCH CLAIMS OR DAMAGES. CUSTOMER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS BROKER FROM AND AGAINST, AND SHALL PAY AND REIMBURSE BROKER FOR, ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, FINES, JUDGMENTS, PENALTIES AND AMOUNTS (INCLUDING REASONABLE ATTORNEY FEES) ARISING FROM OR RELATED TO: (i) BREACH BY CUSTOMER OF THESE TERMS AND CONDITIONS; (ii) THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF CUSTOMER, ITS AGENTS, CONTRACTORS OR EMPLOYEES; (iii) VIOLATION BY CUSTOMER, ITS AGENTS, CONTRACTORS OR EMPLOYEES OF ANY APPLICABLE LAWS, RULE OR REGULATION; (iv) CUSTOMER’S FAILURE TO PROVIDE, OR BROKER’S OR THE SERVICING MOTOR CARRIER’S COMPLIANCE WITH OR RELIANCE ON, INSTRUCTIONS, DIRECTIONS, OR REQUEST OF CUSTOMER; OR (v) A THIRD PARTY SEEKING TO IMPOSE LIABILITY ON BROKER WITH RESPECT TO CARGO LOSS, DAMAGE OR DELAY IN EXCESS OF THE LIABILITY EXPRESSLY ASSUMED HEREIN (IF ANY). THE FOREGOING NOTWITHSTANDING, CUSTOMER’S OBLIGATION TO HOLD HARMLESS, DEFEND, INDEMNIFY, PAY AND REIMBURSE SHALL NOT APPLY TO THE EXTENT ANY CLAIM IS CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF BROKER THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. ANY OTHER PROVISIONS OF THESE TERMS AND CONDITIONS NOTWITHSTANDING, BROKER IS NOT LIABLE FOR THE CONSEQUENCES OF IDENTIFY THEFT OR FRAUDULENT CONDUCT OF THIRD PARTIES, INCLUDING UTILIZING THE SERVICES OF ENTITIES REPRESENTING THEMSELVES TO BE SERVICING MOTOR CARRIERS OR REPRESENTATIVES THEREOF.  IN NO EVENT WILL BROKER BE LIABLE FOR THE FRAUDULENT OR CRIMINAL ACTS OR OMISSIONS OF THIRD PARTIES OR FOR BROKER’S FAILURE TO IDENTIFY FRAUDULENT OR CRIMINAL ACTS OF THIRD PARTIES, REGARDLESS OF WHETHER BROKER EXERCISED REASONABLE CARE TO IDENTIFY SUCH FRAUDULENT OR CRIMINAL CONDUCT.  If BROKER has provided CUSTOMER with any information regarding the identity of the Servicing Motor Carrier or its driver, including, but not limited to the Servicing Motor Carrier’s or driver’s name, vehicle identification number, license plate number, CUSTOMER will, or if CUSTOMER is not the consignor, CUSTOMER will require the consignor to, confirm the information prior to tendering a shipment and will not tender if the information of the carrier or driver that 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 CUSTOMER arising from or related to the tendering party’s failure to verify SERVICING MOTOR CARRIER or driver information.  

5. SERVICING MOTOR CARRIERS

BROKER’s sole responsibility with respect to selection and retention of Servicing Motor carriers is to make reasonable efforts to place CUSTOMER’s loads with responsible Servicing Motor Carriers: (i) authorized to perform the services required by CUSTOMER; (ii) which such carriers do not hold an “unsatisfactory” or “conditional” safety rating from the U.S. Department of Transportation; and (iii) that possess all insurance coverages required by applicable law. BROKER makes no express or implied warranties or guarantees concerning delivery time or the location of a Servicing Motor Carrier to provide the transportation services requested by CUSTOMER.

6. CARGO LOSS, DAMAGE, OR SHORTAGE

CUSTOMERS acknowledge that Servicing Motor Carriers may limit their liability for cargo loss, damage, or delay. It will be the CUSTOMER’S responsibility to insure product in transit; CUSTOMER warrants that any such insurance will include a waiver of the insurer’s rights of subrogation in favor of BROKER and of any Servicing Motor Carrier. CUSTOMER AGREES THAT BROKER SHALL HAVE NO LIABILITY FOR CARGO LOSS, DAMAGE, DELAY, OR SHORTAGE EXCEPT TO THE EXTENT CAUSED BY BROKER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.  CUSTOMER UNDERSTANDS THAT PURSUANT TO THIS PROVISION, BROKER IS NOT LIABLE FOR CARGO LOSS, DAMAGE, DELAY, OR SHORTAGE CAUSED EVEN IF CAUSED BY THE BROKER’S NEGLIGENCE OR BREACH OF CONTRACT ON THE PART OF BROKER.  IF FOR ANY REASON A COURT OF COMPETENT JURISDICTION DOES NOT ALLOW BROKER TO WAIVE LIABILITY TO THE EXTENT SET FORTH IN THIS PROVISION, BROKER’S LIABILITY WILL NEVERTHELESS BE LIMITED TO THE AMOUNT OF FEES PAID BY CUSTOMER WITH RESPECT TO THE SERVICES GIVING RISE TO ANY CLAIM OF CARGO LOSS, DAMAGE, DELAY, OR SHORTAGE. IN NO EVENT WILL BROKER HAVE ANY LIABILITY ARISING FROM OR RELATED TO THE SERVICING MOTOR CARRIER’S REFUSAL TO ACCEPT FULL VALUE LIABILITY OR THE SERVICING MOTOR CARRIER OTHERWISE LIMITING ITS LIABILITY FOR CARGO LOSS AND DAMAGE. CUSTOMER warrants and represents that it is the owner of all cargo for which BROKER’s services are requested, or if it is not the owner, then CUSTOMER holds authority from such owner to bind the owner to the provisions of these Terms and Conditions.

7. SHIPPING DOCUMENTS

Shipments tendered hereunder may be evidenced by a bill of lading (“BOL”) or similar transportation document. In no event will BROKER being shown as the “carrier” on any such document change BROKER’s status as a property broker. The CUSTOMER may prepare the BOL or other shipping documents required for carriage, considering the services being sought, and the pickup or destination requested. The BOL or other shipping document is non-negotiable, and CUSTOMER certifies and represents that the information inserted on the face of the BOL or other shipping document is complete and accurate. In the event CUSTOMER fails to timely and properly complete the appropriate documents (including BOLs, manifests, proofs of delivery, etc.) CUSTOMER hereby instructs BROKER, where permitted by law, and BROKER may at its option, but without obligation, complete, correct or replace the documents for them at the expense of the CUSTOMER If a substitute form of BOL or shipping document is needed to complete delivery of a shipment for any reason and BROKER completes that document, the terms of the completed document will govern and BROKER will be exonerated from all liability for undertaking such actions on behalf of the CUSTOMER, specifically including liability for, in whole or in part, negligence by BROKER. All BOLs or other shipping document(s) are non-negotiable and have been prepared by CUSTOMER or by BROKER on behalf of CUSTOMER in accordance with the CUSTOMER’s instructions and approved by CUSTOMER, and shall be deemed, conclusively, to have been prepared by CUSTOMER. CUSTOMER is required to provide the BOL to the Servicing Motor Carrier designated by BROKER. CUSTOMER’s failure to provide the proper BOL or other shipping document to the designated Servicing Motor Carrier shall relieve BROKER of all responsibility and/or liability for such shipment. BROKER shall have no obligation to make any payments or honor any rate quotes in any of the following instances: (i) the unauthorized alteration or use of the BOL, or (ii) tendering of shipments to any carrier other than that designated by BROKER, or (iii) the use of any BOL not authorized or issued by BROKER. These Terms will supersede any conflicting provision contained on the BOL or other shipping document in regard to BROKER. Upon request of CUSTOMER, BROKER shall request that Servicing Motor Carriers obtain a delivery receipt from the consignee, showing the products delivered, the condition of the shipment, and the date and time of such delivery.

8. TRANSPORTATION STIPULATIONS

Force Majeure. BROKER and the Servicing Motor Carrier shall not be liable for delay, damage to cargo, destruction of cargo, or failure to perform any obligation resulting from circumstances beyond their control, including but not limited to any fire, explosion, act of God (including floods, hurricanes, tornadoes, earthquakes, severe weather conditions and natural disasters), strike, lockout or labor shortage or disturbance, war, terrorism, embargo, quarantine, riot, civil disobedience, hijacking or robbery, congestion, derailment or service issues affecting the Servicing Motor Carriers; closing or disruptions affecting highways, rail networks, ports, air traffic or other transportation systems; the acts of any Government Authority or customs inspection requirements, acts or omissions of CUSTOMER, or inherent vice or any other cause outside of the reasonable control of BROKER or the Servicing Motor Carrier. In the event that a party intends to invoke this provision, that party shall provide prompt notice to the other party as soon as possible after the occurrence of the event giving rise to the Claim.

No Volume Commitment.  BROKER is free to accept or reject any request for Services and makes no commitment as to minimum volumes to be accepted.  BROKER shall have no liability arising from or related to its refusal to render Services.    

Loading, Packing, and Securing. It is the CUSTOMER’s responsibility to block and brace their loads to prevent shifting while in transit. Neither BROKER nor the Servicing Motor Carrier will be liable for the following: 1) Damage to goods or equipment due to packaging, loading, unloading, blocking, bracing, tarping, or securing of the goods; 2) Damage to goods or equipment to the extent due to inherent vice or defect in the goods transported, including rusting of metals, swelling of wood caused by humidity, moisture or condensation, deterioration of perishable products, or damages caused by heat or cold; 3) Damage to goods or equipment due to force majeure events as described in these Terms. ; 4) Damage to goods or equipment to the extent due to an act, omission or default of CUSTOMER, including the consignor, the consignee, the beneficial owner of the goods or other third-party logistics provider; 5) Shipments stopped and held in transit at CUSTOMER’s request; or 6) Loss or damage of goods that violate any applicable law or regulation, have not been accurately described, or that have been loaded in a trailer so that the combined weight exceeds applicable weight limits. CUSTOMER will provide all specialty tie-down devices, dunnage, and special tools required to secure the load. CUSTOMER certifies that the shipment is sufficiently packaged to withstand the normal rigors of truck transportation. Any article susceptible to damage by ordinary handling must be adequately protected, packaged, and marked in such a way as to alert the Servicing Motor Carrier of the possibility of damage from ordinary handling. 

Shipper Load and Count. Where shipments are loaded or loaded and sealed by the shipper before tendering to the Servicing Motor Carrier, neither the Servicing Motor Carrier nor BROKER shall have any liability arising from loading, securement or shortage. Inadvertent omission of shipper load and count type notation shall not result in a presumption of Servicing Motor Carrier liability for shortage or damage where the driver was either not present or not allowed to observe the loading or unloading. 

Consequences for Failure to Accept Goods. If, for any reason whatsoever, the consignee refuses the goods or CUSTOMER refuses to give timely direction about the disposal of goods rejected by the Consignee, BROKER may, without further notice or demand, place the goods in storage at the risk and expense of the CUSTOMER.  BROKER shall have a possessory lien on all cargo, and any proceeds therefrom, in its, or in its Servicing Motor Carrier’s, dominion or control for the payment of any and all amounts due and owing from CUSTOMER or with respect to services rendered at the request, or for the benefit of, CUSTOMER.  In addition, to the extent not prohibited by applicable law, BROKER will have a general lien on any cargo under its, or its Servicing Motor Carrier’s, dominion or control, and any proceeds thereof, for any and all amounts due and owing from CUSTOMER or with respect to services rendered at the request, or for the benefit of, CUSTOMER, regardless of whether those amounts relate to cargo or proceeds against which the general lien is enforced. 

Obligation to Salvage Goods. CUSTOMER is required to use all reasonable and good faith efforts to mitigate its damages from any loss or damage. These efforts will include salvaging the goods in a commercially reasonable manner, including repackaging and relabeling. If CUSTOMER prevents or refuses to sell or allow the sale of damaged goods, BROKER may deduct a reasonable estimate of the salvage value of the damaged goods from the amount of any claim. In that case, CUSTOMER will be bound by the reasonable salvage deduction determined by BROKER. BROKER may recover from CUSTOMER and/or from the proceeds of a sale of the goods (or deduct from the Claim) all costs incurred as a result of CUSTOMER’s or the Consignee’s rejection and CUSTOMER’s failure to provide direction or to sell or permit the sale of the goods, including all storage fees and costs of disposal. Notwithstanding the foregoing, if the goods are offered to BROKER for salvage, BROKER is entitled to, but is not required, to undertake salvage efforts. If BROKER, in its sole discretion, determines it will not undertake salvage efforts, BROKER in no way waives its right to assert its Claim that CUSTOMER failed to mitigate damages by CUSTOMER’s failure to take efforts to salvage the goods.

Non-Solicitation. For a period of two (2) years following the date of the last shipment arranged by BROKER for CUSTOMER, CUSTOMER agrees not to directly or indirectly solicit, contact, or engage in any business transaction involving the transportation of freight with any Servicing Motor Carrier used by BROKER to perform transportation of CUSTOMER cargo. This restriction applies to shipments where CUSTOMER is the shipper, consignee, or a third-party paying for the transportation. This provision shall survive the termination of any agreement between the parties. If CUSTOMER breaches this paragraph, CUSTOMER shall be obligated to pay BROKER, commission in the amount of twenty percent (20%) of the total amount paid to the Servicing Motor Carrier for services rendered in violation of this paragraph, and CUSTOMER shall provide BROKER with all documentation requested by BROKER to verify such revenue. 

9. PAYMENT AND CHARGES

BROKER will charge, and CUSTOMER will pay the rates and charges set forth in a load confirmation or as otherwise agreed, as well as any other amounts for which CUSTOMER is liable pursuant to these Terms and Conditions. CUSTOMER agrees to pay BROKER without offset and within thirty (30) days of receiving the invoice, with interest accruing monthly at a rate of one point five percent (1.5%) per month on any unpaid balance. CUSTOMER shall also be liable for any expenses, including attorney fees BROKER incurs in collecting its rates and charges. If any information provided by CUSTOMER is inaccurate or incomplete, CUSTOMER acknowledges and agrees that agreed-upon rates may, in BROKER’s sole discretion, be revised to reflect the goods actually tendered. CUSTOMER shall also be responsible for any additional accessorial charges imposed by the Servicing Motor Carrier which were not anticipated by BROKER at the time BROKER arranged for services with Servicing Motor Carrier, or which were not otherwise included in the rate set forth in the load confirmation. CUSTOMER is liable for all charges arising from services, including, but not limited to, any and all amounts assessed by third parties, costs 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 CUSTOMER. BROKER 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. BROKER 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 BROKER to charge CUSTOMER’S credit card or bank account for any charges. If CUSTOMER breaches (including anticipatory breach) any payment terms, BROKER may alter the payment and credit terms at BROKERS’ discretion. Third Party Billing.  IN THE EVENT CUSTOMER USES THIRD PARTY PAYMENT SERVICES THE CUSTOMER’S CREDIT REPUTATION IS IN THE HANDS OF OTHER PARTIES AND ULTIMATELY REMAINS RESPONSIBLE FOR TIMELY PAYMENT OF INVOICES REGARDLESS OF ANY AGREEMENTS CUSTOMER MAKES WITH THE THIRD PARTY. PAYMENT MUST BE MADE IN ACCORDANCE WITH THESE TERMS. NON-PAYMENT OF INVOICES MAY BE CAUSE FOR SUSPENSION OF CREDIT AND OTHER PENALTIES.

10. COMMENTS AND OTHER CONTENT

Any person or business can visit Shipsilo.com or any affiliated sites to post reviews, comments, and other content, as well as send communications, and submit suggestions, ideas, comments, or other information. However, this content must be legal, not obscene, threatening, defamatory, invasive of privacy, infringing on intellectual property rights, or otherwise injurious to third parties or objectionable. It cannot contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” Any person or business may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of content. Silo reserves the right to remove or edit any content that is on Silo’s site. By posting any content on Shipsilo.com or any affiliated site, any person or business grants Silo permission to use the posted content, including copying, modifying, sharing, and displaying it. Any person or business agrees that Silo has sole permission to share content, that it is accurate, and that it will not harm, infringe, or violate any intellectual property, patent, State or Federal laws. SiLo may use your content for our marketing and promotional materials, as well as to improve our website and services.

11. DISPUTE RESOLUTION

These Terms and Conditions shall be deemed to have been drawn in accordance with the statutes and laws of the state of Tennessee and in the event of any disagreement or dispute regarding services subject to these Terms and Conditions, to the extent not otherwise governed by federal law, the laws of Tennessee shall apply and suit must be brought solely in state or federal courts of appropriate subject matter jurisdiction servicing Nashville, Tennessee as each party specifically submits to the exclusive personal jurisdiction of such courts for disputes between them or otherwise involving BROKER’s services.

12. SERVICES

These Terms and Conditions govern your use of BROKER’s Services. If CUSTOMER does not agree to all these Terms and Conditions, do not use BROKER’s Services.