These Terms and Conditions apply to services provided by Beeontrade to the Customer.
1. Definitions
These definitions apply to agreements [together with respective Annexes] agreed between the Parties:
'Affiliate' shall mean a legal entity that is either [a] directly or indirectly owning or controlling the Party, or [b] under the same direct or indirect ownership or control as the Party, or [c] directly or indirectly controlled by the Party for so long as such ownership or control lasts. Ownership or control shall exist through direct or indirect ownership of 50% [fifty percent] or more of the nominal value of the issued equity share capital or of 50% [fifty percent] or more of the shares entitling the holders to vote for the election of the members of the board of directors or other managing authority.
'Agreement' shall mean any agreement signed between the Customer and Beeontrade, including all appropriate Annexes to those agreements.
'Ancillary Services' shall mean Services which are secondary to the primary Consultancy, Transport or Logistics Services.
'Business Day' shall mean a calendar day except Saturdays, Sundays and public/bank holidays in the jurisdictions where the Services are provided.
'Cargo Insurance' shall mean all risk insurance coverage of transported or stored items.
'Consultancy Services' shall mean services related to transport or logistics without the physical movement or handling of Goods. Such services can be related, but are not limited to, cost analysis of supply chains, optimization of transport or logistics setups.
'Customs Services' shall mean any aspect related to provision of customs services to the transport or handled Goods such as, but not limited to, clearance, storage in bonded warehouses, issuance of documents etc. performed on behalf of the Customer.
'Direct Representative' shall mean the handling of customs services in the way that the representative [Beeontrade] shall not in any way be liable for any customs duties, excises, taxes, fines penalties and interest. All such costs and expenses will be levied solely on the importer/exporter [the Customer].
'Goods' shall mean any item handled by Beeontrade during the term of the Agreement for or on behalf of the Customer.
'Indirect Representative' shall mean the handling of customs services in the way that the representative [Beeontrade] shall be joint and severally liable with the import/exporter [the Customer] for all customs duties, excises, taxes, fines, penalties and interest.
'Non-party' shall mean a person or entity not a party to the Agreement by either signature or affiliation to the signing parties.
'Price[s]' shall mean the remuneration for the Services rendered by Beeontrade as agreed between the Parties.
'Logistics Price[s]' shall mean the remuneration for the Logistics Services rendered by Beeontrade as agreed between the Parties.
'Logistics Services' shall mean the provision of freight forwarding, Customs Services by Beeontrade under the Framework Agreement, which are set out in the applicable Annex or which may be agreed to in writing by the Parties from time to time.
'Services Order' shall mean a request in writing, by e-mail, web- based [including EDI or Beeontrade e-service] or otherwise for Transport, Logistics, Warehousing or Ancillary Services.
'Services' shall mean Ancillary Services, Consultancy Services, Customs Services, Logistics Services, Transport Services and Warehousing.
'Transport Price[s]' shall mean the remuneration for the Transport Services rendered by Beeontrade as agreed between the Parties.
'Transport Services' shall mean the physical movement of Goods by air, sea, rail or road or any combination including temporary storage during transport such as hubbing, cross docking etc. where such temporary storage is an integrated part of the movement of Goods.
'Warehousing' shall mean all activities such as but not limited to unloading, acceptance, storage, delivery, stock control, order handling, order picking, preparing for shipment, loading, invoicing, assembling, labelling, exchange, control of information and ancillary services with regard to Goods, that have been agreed between the Customer and Beeontrade separate from any instructions to carry Goods.
'Working Hours' shall mean each hour of the Business Day.
2. Undertaking
2.1 Beeontrade undertakes that:
a] Beeontrade’s signing and performance in accordance with the Agreement shall not constitute a violation of applicable legislation, or of any judgement, order or decree of any court or governmental agency to which Beeontrade is a party or by which Beeontrade is bound;
b] Beeontrade has the authority to sign the Agreement and the Agreement is executed by a duly authorised representative of Beeontrade and once duly executed will constitute a legal, valid and binding obligation for Beeontrade;
c] Beeontrade will perform its duties and obligations under the Agreement [including the Services] in compliance with the applicable legislation codes or standards of government agencies or authorities.
2.2 The Customer undertakes that:
a] the Customer’s signing and performance in accordance with the Agreement shall not constitute a violation of applicable legislation or of any judgement, order or decree of any court or governmental agency to which the Customer is a party or by which the Customer is bound;
b] the Customer has the authority to sign the Agreement and the Agreement is executed by a duly authorised representative of the Customer and once duly executed will constitute a legal, valid and binding obligation for the Customer; and
c] the Customer shall perform its duties and obligations under the Agreement in compliance with the applicable legislation, codes or standards of government agencies or authorities.
2.3 Each sub-Clause 2.1[a] to 2.1[c] and 2.2 [a] to 2.2 [c] shall be construed as a separate undertaking and shall not be limited or restricted by any provision of the Agreement.
3. Rights and obligations of the Customer
3.1 The Customer shall provide Beeontrade with all necessary details for Beeontrade to perform the Services such as including, but not limited to certificates, information on the nature and classification of the Goods, stock keeping unit information, transhipment method, storage and transport conditions in respect of temperature and humidity, etc. The Customer guarantees the correctness and completeness of such details.
3.2 The Customer shall prepare and make the Goods available for the Services correctly packaged, classified, sealed, labelled and/or addressed.
3.3 Unless otherwise agreed by the Parties, the Customer shall perform the loading, stowage and unloading of the Goods in the facility of the Customer or at a designated site for the delivery/collection of Goods. If Beeontrade is requested to assist with the loading, stowing or unloading of the Goods this assistance will be carried out at the cost and risk of the Customer.
3.4 The Customer bears ultimate responsibility for payment of all taxes, customs duties and other statutory charges for Goods, including fees and additional costs in case of discrepancies between the inventory balance and the quantity and value declared by the Customer. In a situation where Beeontrade is called to account by competent national or regional/supranational authorities with respect to payment of customs duty, VAT and excise duty and related interest due [hereinafter referred to as 'Liabilities'] for customs services provided hereunder, the Customer ensures all necessary cooperation to pay such liabilities in line with this section or, if applicable, makes all reasonable efforts to adopt measures to prevent such liabilities being imposed on Beeontrade by such authorities. The Customer shall indemnify and hold Beeontrade harmless against any financial consequences of customs declarations made by Beeontrade on behalf of the Customer based on information provided to Beeontrade by the Customer wherever Beeontrade, based on the provisions of national or regional/supranational law or regulation, is subject to individual and/or joint and several liability for the payment of fines and liabilities for the customs services in line with the provisions hereof; all this provided that such liability cannot be attributed solely to Beeontrade.
4. Rights and obligations of Beeontrade
4.1 Beeontrade will obtain the necessary commercial licences and permits for Beeontrade to perform the Services.
4.2 Beeontrade will provide suitable equipment to perform the Services as requested in the Services Order and to perform the Services in accordance with applicable legislation and industry standards.
4.3 Beeontrade shall perform a visual inspection of the Goods intended for transport or handling in relation to visible damages and overall fitness for transport and handling. During the inspection Beeontrade will evaluate the Goods for visual damages and evaluate the Goods fitness for transport and/or handling. Beeontrade will furthermore check whether the quantity of Goods received matches the figures shown in the enclosed documents and will notify of any discrepancies found in the enclosed documents. Beeontrade is not obliged to open any crates, boxes or packages for the purpose of verifying whether their content is consistent with the quantity and/or quality indicated in the specification, unless the Customer and Beeontrade agree otherwise in writing. Beeontrade will be released from liability for shortages and damage to Goods on original palettes discovered at a later date [e.g. in the picking process]. Regardless of the inspection the Customer shall be responsible for inspection of the goods.
4.4 In the event of visible damage to or delay of the Goods, Beeontrade will inform the Customer as soon as it will be reasonably possible.
4.5 Beeontrade is entitled to and without prior notice, to refuse to transport, store or otherwise handle dangerous and/or improperly packed Goods. If, in the reasonable opinion of Beeontrade, the Customer’s Goods constitute a danger to other goods, property, life or health, Beeontrade will whenever possible, inform the Customer by e-mail in accordance with the contact list of such a problem, but Beeontrade reserves the right to remove or otherwise dispose of the Goods in such circumstances, at the expense of the Customer, in order to minimise losses.
4.6 During the term of the Agreement, Beeontrade will keep a register of stored Goods in its warehouse IT system.
4.7 Beeontrade shall notify the Customer in case of an impediment to the provision of the Services as soon as such notice may be given.
4.8 Beeontrade may relocate Goods stored on behalf of the Customer to a different but comparable location within a reasonable geographical vicinity of the existing Warehouse. If Beeontrade relocates the Goods on Beeontrade’s own accord, Beeontrade shall not charge the Customer for the costs related to the relocation.
5. Business ethics
5.1 Beeontrade will conduct the Services in accordance with the Beeontrade Code of Conduct. The Beeontrade Code of Conduct is based on the values of Beeontrade and signifies Beeontrade’s intentions regarding ethical business behaviour and applies to all Beeontrade Group entities and employees, including managers and executive officers.
5.2 The Customer shall conduct its business in an ethical and legal manner.
5.3 Beeontrade shall not be liable for loss, damage or delay of Goods due to Beeontrade’s adherence to the principles of the Beeontrade Code of Conduct.
6. Termination of the Agreement
6.1 Either Party may terminate the Agreement with cause with immediate effect if the other Party is declared bankrupt, is deemed to be insolvent, is put into liquidation or receivership, or due to the other Party’s fraud or violation of applicable law.
6.2 In case of material breach of the Agreement the Parties shall be entitled to the following remedies:
a] If the breach is remediable, the Party shall be entitled to require the defaulting Party to remedy the breach, at its own account and risk, within a stated reasonable period of time from receipt of a written notification.
b] If the breach is not remediable or if the defaulting Party has not remedied the breach within a period of thirty [30] working days, the Party shall be entitled to terminate the relevant order form and this Agreement by providing thirty
[30] calendar days’ notice in writing to the defaulting Party.
6.3 Upon termination of the Agreement neither Party will be under any further obligations to the other Party, except that such termination will not relieve the other Party of any obligation incurred prior to termination.
7. Prices and payment terms
7.1 The Customer shall pay the agreed Prices as stipulated in the applicable Annex for rate schedule.
7.2 The Prices do not include VAT, customs duties, and other government taxes related to the Goods. These costs and taxes shall be the sole responsibility of the Customer.
7.3 Unless otherwise agreed the Customer shall pay the invoiced amount 14 [fourteen] days from the date of Beeontrade’s issuance of the invoice.
7.4 Beeontrade will charge interests in case of late payment. The interests charged will be in accordance with applicable legislation. Interests will be levied from the due date of the overdue invoice until payment is made in full. If no legislation applies regarding interests for late payment Beeontrade may charge 2% [two percent] per month from the due date of the overdue invoice, or the maximum permitted under applicable law.
7.5 Beeontrade may charge the Customer for additional costs such as but not limited to waiting time, demurrage, additional or unexpected storage or handling redirection of goods during transit or failed attempts of pick-up or delivery of Goods not attributable to Beeontrade.
7.6 Unless otherwise agreed Beeontrade shall have a right of lien in the Customers Goods. The Customer shall not pledge rights of surety, lien or any other type of security related to the Goods to a Non-party without Beeontrade’s prior written consent.
7.7 Beeontrade and/or its Affiliates reserves the right at any time during the agreement to take out a debtor insurance policy [“Debtor Insurance”] on the Customer and/or its Affiliates covering any debts that the Customer and/or its Affiliates may incur pursuant to the services that Beeontrade and/or its Affiliates may render under the Agreement. If the debtor insurance is rejected or revoked due to conditions on the part of the Customer and the Customers is in default payment of legitimate invoices Beeontrade shall have the right of lien over the carried goods. Beeontrade may waive its right of lien in the Goods if the Customer provides Beeontrade with an adequate surety of payment.
8. Customs clearance
8.1 Beeontrade will only perform Customs Services as a Direct Representative. The Customer accepts that all charges, duties or taxes will be levied on the Customer by any customs or governmental agency or authority.
8.2 Beeontrade will only act as an Indirect Representative for the Customer if the Customer has provided Beeontrade with adequate surety such as Bank Guarantee or parent company guarantee. Beeontrade may at any time cease any Customs Services if Beeontrade reasonably deems the provided surety to be inadequate.
8.3 The Customer shall indemnify Beeontrade for all outlays and/or expenses in relation to Customs Services within 8 [eight] calendar days.
9. Export Controls
9.1 The Customer shall ensure that the Goods may be legally exported or imported to or from the origin or destination in respect of the applicable export control legislation.
9.2 The Customer shall furthermore perform all necessary denied party screenings of the commercial parties involved and ensure that the Goods are not subject to restrictions, embargoes or other legal limitations. It is the obligation of the Customer to obtain all necessary licenses related to the Goods. Beeontrade may reject to perform Services due to issues of export control if Beeontrade reasonably deems [i] the origin, destination or country of transit to be a restricted or embargoed country, [ii] the goods to be a restricted commodity or any of the involved parties to the trade to be a denied or excluded party.
9.3 Beeontrade will adhere to all applicable laws and licenses in relation to export controls when performing Services which may involve restricted or embargoed countries, restricted or embargoed commodities or denied parties.
9.4 The Customer shall indemnify Beeontrade for all export control costs, charges, fines, penalties and legal fees arising from the Services due to the Customer’s negligent or wilful misconduct. This obligation of indemnification will not apply if Beeontrade has acted negligently in respect of export control requirements in relation to the specific Service.
9.5 Beeontrade will not be liable for delays caused by inspections conducted by Beeontrade with the aim of finding out possible violations of export control rules.
10. Insurance
10.1 Beeontrade will take out liability insurances, as may be required by law or as is the common practice in Beeontrade’s trade or business.
10.2 Unless specifically agreed in writing Beeontrade will not take out Cargo Insurance on the transported, handled or stored Goods. As Beeontrade’s liability is limited in accordance with the Terms and Conditions Section 11 Beeontrade encourages the Customer to take out a Cargo Insurance to cover the Goods during transport, handling and storage.
11. Liability
11.1 Beeontrade shall be liable for loss, damage or delay of the Goods caused by Beeontrade’s negligence or wilful misconduct occurring from the time that the Goods are taken into Beeontrade’s charge until the time of delivery.
11.2 Regardless of Clause 11.1 Beeontrade shall not be liable for loss, damage or delay arising from the special risks inherent in one or more of the following circumstances:
f. riots, civil commotions, strikes, lockouts, stoppage or restraint of labour from whatsoever cause,
g. fire, flood, storm, explosion or theft or
h. any cause which Beeontrade could not avoid and the consequences whereof it could not prevent by the exercise of reasonable diligence.
11.3 For Consultancy Services Beeontrade’s liability shall be limited to the total sum of the fees paid by the Customer. This liability shall not include VAT or expenses incurred by Beeontrade during performance of the Consultancy Services.
11.4 Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any indirect or consequential loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the other Party; or for any loss of actual or anticipated profits, loss of revenue, loss of goodwill and/or business, loss of savings or any other pure economic loss whether direct or indirect.
12. Indemnity
12.1 Beeontrade shall indemnify, hold harmless, and at the Customer’s request, defend the Customer, its officers, directors and employees, against claims by any Non-party to the Agreement due to the negligence, gross negligence or wilful misconduct by Beeontrade causing damage to the Non-party’s property or injury or death of the non-party. If the Customer wishes to exercise this right the Customer must promptly notify Beeontrade about the claim.
12.2 The Customer shall indemnify, hold harmless, and at Beeontrade’s request, defend Beeontrade, its officers, directors and employees, against claims by any Non-party to the Agreement due to the negligence, gross negligence or wilful misconduct by the Customer causing damage to the Non-party’s property or injury or death of the non-party. If Beeontrade wishes to exercise this right Beeontrade must promptly notify the Customer about the claim.
12.3 Section 12.1 and 12.2 shall not apply to damage, loss or delay of Goods.
13. Hindrance
13.1 Beeontrade shall use reasonable efforts to perform and complete the agreed Services. If at any time the performance of Services is affected by any hindrance, risk or delay not attributable to Beeontrade or Beeontrade’s subcontractors, including, but not limited to, failures of suppliers or information security systems, Beeontrade shall not be liable for any related loss, damage or delay of Goods.
13.2 Any delay or failure in performance of Services due to a hindrance event shall not constitute a breach of the Agreement.
13.3 If a hindrance continues for more than 30 [thirty] consecutive calendar days the Customer or Beeontrade may terminate the specific Services Order affected by the hindrance event with a written notice.
14. Confidentiality
14.1 The Parties shall keep materials [including but not limited to hard copy, soft copy or any other format] related to the Agreement and as otherwise disclosed and designated as “confidential” by the disclosing party confidential during the term of the Agreement and 3 [three] years after expiry or early termination of the Agreement. The Parties shall not directly or indirectly disclose or distribute, either partially or wholly, without the prior written agreement of the other Party, any confidential information relating to the Agreement, other than to any of its, partners, members of the management board, directors/principals, associates, advisors, managers [senior or junior], consultants, officers, employees, or representatives or members of staff under the strict condition that such persons are fully informed of the confidential nature of this information and are bound by a similar confidentiality and non-disclosure undertaking.
14.2 The obligations of confidentiality mentioned above will not apply to any confidential information that one party:
a] is required to disclose pursuant to legal, governmental or judicial requirements of a mandatory nature, but only to the extent required, or
b] can prove was in the public domain prior to disclosure, or c] can prove, to the reasonable satisfaction of the Party, it knew independently and prior to disclosure, or
d] can prove, to the reasonable satisfaction of the other Party, it received from a rightfully possessing third party without a duty of confidentiality.
14.3 Upon expiration of the Agreement or upon request all confidential materials must be destroyed. If destruction constitutes violation of applicable law, financial or accounting standards; the Parties may store the confidential information with the necessary diligence as to prevent any intentional or unintentional disclosure.
15. Miscellaneous
15.1 Intellectual Property Rights
Any assignment or transfer of intellectual property, such as, but not limited to, copyrights, patent rights, trademarks, database rights, and know-how must be specifically agreed to in writing by the Parties. Intellectual property rights created or established during the term of the Agreement that relate to Beeontrade’s performance of Services hereunder shall vest with Beeontrade, and Customer shall reasonably cooperate and execute any necessary documents to transfer such rights to Beeontrade.
15.2 Assignment
The Customer shall not assign or transfer any rights or obligations under this Agreement without Beeontrade’s prior written consent. Beeontrade may assign or transfer its rights and obligations to an affiliated entity of Beeontrade without prior written consent from Customer.
15.3 Subcontracting
15.3.1 Beeontrade may subcontract the Services in whole or in part without the Customers prior consent. The subcontracting of the Services shall not release Beeontrade from its obligations under the Agreement.
15.4 Independent Contractors
15.4.1 The Agreement stipulates the rights and obligations of the Parties as independent legal entities. Neither Beeontrade nor Beeontrade’s employees or subcontractors will become agents or employees of the Customer nor will they have the right to represent the Customer. Neither the Customer nor its employees or subcontractors will become agents or employees or Beeontrade, nor will they have the right to represent Beeontrade.
15.4.2 All instructions given by the Customer on the basis of the Agreement will be given exclusively in the capacity of a principal of logistic services on the basis of the Agreement.
15.5 Severability
If one or more provisions of the Agreement are invalid or unenforceable, this provision shall not affect any other provision or the Agreement as a whole. The invalid or unenforceable provision shall be replaced by a new provision which legally comes closest to what the Parties intended with the invalid or unenforceable provision.
16. Dispute resolution and applicable law
16.1 Unless otherwise agreed in writing any dispute arising out of or in connection with the understanding, interpretation, performance or breach of the Agreement or its Annexes shall be settled at the venue of Beeontrade.
16.2 Carrier / Subcontractor Accident, Recovery, Cargo, and Mitigation Liability
Notwithstanding anything to the contrary in this Agreement, where any part of the Services is performed by a motor carrier, drayage carrier, trucking partner, rail dray provider, subcontractor, owner-operator, or other transport vendor engaged by or through Beeontrade (each a “Carrier”), the following shall apply:
16.2.1 Custody and Control
From the time the Goods, container, chassis, trailer, or other transport equipment are picked up by the Carrier until final delivery and lawful return of all equipment, the Carrier shall be solely responsible for the safe custody, transport, control, protection, and timely handling of the shipment and all related equipment.
16.2.2 Carrier-Side Event
Any accident, rollover, upset, collision, fire, theft, abandonment, breakdown, police or governmental hold, towing event, recovery event, cargo shift, cargo contamination, delay, missed return, or other transport incident arising while the shipment or related equipment is in the Carrier’s custody or control shall be deemed a Carrier-side event unless caused solely by the proven gross negligence or wilful misconduct of Beeontrade.
16.2.3 Immediate Notice
The Carrier shall notify Beeontrade immediately, and in no event later than one (1) hour after becoming aware of any Carrier-side event. Within four (4) hours of such event, the Carrier shall provide, to the extent available:
(a) exact location of the shipment and equipment;
(b) police, highway patrol, or other authority report number;
(c) tow yard name, address, and contact details;
(d) driver statement and dispatch timeline;
(e) photographs and videos of the vehicle, container, cargo, and scene;
(f) insurer name, policy number, claim number, and adjuster contact details;
(g) estimated release requirements and expected timeline; and
(h) any notices, citations, release forms, or recovery invoices.
Failure to provide such notice and information shall constitute a material breach of this Agreement.
16.2.4 Duty to Mitigate
The Carrier shall take all commercially reasonable and immediate steps to mitigate loss, prevent escalation of damages, protect the cargo, secure release, and avoid unnecessary towing, storage, per diem, detention, demurrage, empty return penalties, spoilage, customer chargebacks, and other avoidable exposure. The Carrier may not delay action solely because an insurance investigation, adjuster assignment, or police process is pending where lawful and practical mitigation steps can be taken.
16.2.5 Carrier Liability for Direct Accident-Side Costs
The Carrier shall be solely liable for, and shall reimburse, defend, indemnify, and hold harmless Beeontrade and its customer from, all direct costs, charges, liabilities, damages, losses, and expenses arising out of or related to any Carrier-side event, including but not limited to:
(a) towing, winching, recovery, roadside service, heavy recovery, and yard handling charges;
(b) tow-yard storage, cargo hold charges, equipment hold charges, and release fees;
(c) cleanup, transload, cargo transfer, salvage, disposal, and inspection costs;
(d) substitute drayage, redelivery, return to origin, reconsignment, chassis repositioning, and empty return costs;
(e) per diem, detention, demurrage, storage, terminal penalties, and missed return charges arising from the incident or delay;
(f) cargo loss, cargo damage, spoilage, contamination, shortage, and cargo claim exposure;
(g) direct customer chargebacks, direct claim settlements, and other direct mitigation payments reasonably incurred by Beeontrade; and
(h) legal fees, collection fees, expert fees, and enforcement costs reasonably incurred in recovering sums due from the Carrier.
16.2.6 Insurance Not a Limitation of Liability
The Carrier’s insurance obligations are a funding mechanism only and shall not limit, cap, reduce, replace, or excuse the Carrier’s contractual liability under this Agreement. The Carrier shall remain fully liable for all obligations under this Agreement whether or not insurance exists, responds, is collectible, is sufficient, or is delayed, denied, or disputed. No statement by the Carrier that “insurance will pay” shall suspend or reduce the Carrier’s duty to act, mitigate, reimburse, or perform.
16.2.7 Minimum Insurance
The Carrier shall maintain, at its sole cost, and provide evidence upon request of, at minimum:
(a) Commercial Automobile Liability insurance of not less than USD 1,000,000 per occurrence;
(b) Motor Truck Cargo Liability insurance of not less than USD 100,000 per shipment, or such higher amount as Beeontrade may require in writing for a specific shipment;
(c) Commercial General Liability insurance of not less than USD 1,000,000 per occurrence;
(d) Workers’ Compensation insurance as required by applicable law; and
(e) such physical damage, towing, recovery, or related coverage as reasonably necessary for the Carrier’s operations and equipment exposure.
Beeontrade may require higher limits for high-value, temperature-controlled, hazardous, oversized, project, or otherwise sensitive cargo.
16.2.8 Beeontrade Self-Help Rights
If the Carrier fails to promptly resolve, mitigate, or cooperate in a Carrier-side event, Beeontrade may, but shall not be obligated to, take any action Beeontrade reasonably deems necessary to mitigate damages, protect cargo, secure release, preserve customer relationships, complete delivery, or return equipment. Any sum advanced by Beeontrade for such purpose shall be deemed a mitigation advance only, made strictly under reservation of rights, shall not constitute an admission of liability by Beeontrade, and shall be immediately reimbursable by the Carrier upon demand.
16.2.9 Offset and Withholding
Beeontrade may offset, deduct, or withhold from any freight charges, payables, credits, deposits, or other sums due to the Carrier any amount owed or reasonably expected to be owed by the Carrier arising from a Carrier-side event, including direct damages, mitigation advances, claim reserves, and related collection costs.
16.2.10 No Conflicting Carrier Terms
Any carrier tariff, rate confirmation term, dispatch note, invoice term, website term, email footer, unilateral disclaimer, or other document issued by the Carrier that purports to exclude or limit responsibility for towing, accident costs, per diem, detention, demurrage, empty return charges, cargo loss, cargo damage, or related charges shall be null and void unless expressly agreed in writing and signed by Beeontrade.
16.2.11 Records Preservation and Cooperation
The Carrier shall preserve and promptly provide all records relating to any Carrier-side event, including ELD data, GPS data, dashcam footage, driver logs, dispatch records, text messages, emails, call logs, police materials, tow documents, photographs, repair records, and insurance communications, and shall fully cooperate with Beeontrade, its insurers, its customers, and its legal counsel in connection with mitigation, claims handling, recovery, and dispute resolution.
16.2.12 Material Breach
Any failure by the Carrier to:
(a) timely report a Carrier-side event;
(b) cooperate in release, mitigation, delivery, or empty return;
(c) provide insurance or claim information;
(d) reimburse Beeontrade for mitigation advances; or
(e) accept responsibility for direct accident-side costs as required herein,
shall constitute a material breach entitling Beeontrade to suspend tenders, terminate the relationship immediately upon notice, offset sums due, and pursue all available legal and equitable remedies.
16.2.13 Survival
The obligations under this Clause 16.2 shall survive delivery, completion of Services, payment, termination, and expiration of the Agreement.
Application Declaration
We wish to receive communication updates from Beeontrade
_________________________________________ _______________________________
Authorized Signature or Company Stamp Date
________________________________________
Full name in block letter and title
Beeontrade, Inc.
8200 Boulevard E #8D
North Bergen, NJ 07047
T: +1 551-258-2587 x 102
M: +1 551-666-5309
F: +1(551) 258-2643
www.beeontrade.com
FMC-OTI No. 028872NF
