Shipper Agreement Policies

These Terms and Conditions of Service apply to all engagements between JA Vinder Corp, doing business as Vinder Logistics ("BROKER") and any shipper ("SHIPPER") utilizing the services rendered by Vinder Logistics. In the absence of a separate, pre-existing, and fully executed agreement between the SHIPPER and BROKER, these Terms govern all interactions. If such an agreement exists, it will supersede these Terms and take precedence in the event of any conflict. By using the broker's website, engaging in email communications within this domain, or arranging any transportation services through the BROKER, SHIPPER agrees to and accepts these Terms and Conditions.

In consideration of the mutual promises outlined below, SHIPPER contracts BROKER, and BROKER agrees to provide the specified services under the conditions herein established.‍

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PARTIES INVOLVED

• BROKER refers to an entity acting as a transportation intermediary, as outlined by the Legal Information Institute (LII) and the US Code Title 49, Article "Definitions" - 13102(2). The BROKER's role involves coordinating the shipment of various goods on behalf of its clients, who are the shippers.‍
• SHIPPER represents any business entity, whether a sole proprietorship, corporation, or limited liability company, that seeks the services of a transportation broker to find motor carriers for the delivery of their goods. The SHIPPER affirms that it possesses the legal authority, ownership, or rights (including agency rights) to bind the goods and any associated beneficial owner to the terms outlined here, as well as the terms agreed upon with the motor carrier ultimately responsible for transporting the cargo.

BROKER’S RESPONSIBILITIES

• The BROKER holds a valid license as a property broker, recognized by the U.S. Department of Transportation.
• The BROKER will take full responsibility for invoicing the SHIPPER and collecting freight charges. All carriers engaged by the BROKER for transporting the SHIPPER’s goods will have waived any rights to pursue payment directly from the SHIPPER, consignor, or consignee.
• The BROKER is committed to offering transportation services to the SHIPPER, which encompass the identification, selection, vetting, rate negotiation, and engagement of carriers who will perform the actual transport of the SHIPPER’s goods as per the BROKER’s instructions.
• The BROKER’s role is to coordinate the transport of goods on behalf of the SHIPPER, but it does not physically transport, consolidate, or handle the shipments it arranges.
• The SHIPPER understands and acknowledges that the BROKER is not a motor carrier and will not take physical possession, custody, or control of the shipments being arranged for the SHIPPER.
• Under these terms, carrier qualification means obtaining proof of insurance from the carrier, showing the minimum required statutory amount and confirming the carrier’s valid motor carrier authority.
• If the SHIPPER objects to a specific carrier, and submits a written request to the BROKER to discontinue using that carrier for SHIPPER’s loads, the BROKER will stop utilizing that carrier for the SHIPPER’s shipments or will seek permission from the SHIPPER before proceeding.
• The BROKER agrees to settle the carrier’s freight charges on behalf of the SHIPPER and will invoice the SHIPPER directly for these charges.
• The BROKER will engage only those carriers that have demonstrated their qualifications by providing proof of their operating authority and cargo insurance, evidenced by a declaration page with active coverage. The BROKER does not provide warranties regarding specific insurance coverages or exclusions.
• Upon the SHIPPER’s request in writing, the BROKER will include a copy of the bill of lading with the invoice.

SHIPPER’S RESPONSIBILITIES

• The BROKER typically requires payment in full before providing services. However, if the BROKER decides to extend credit to the SHIPPER, it has to be in writing and, full payment of the invoiced amount for all shipments arranged by the BROKER must be made within fifteen (15) days from the invoice date. If the SHIPPER fails to pay the invoice on time, a late payment fee of fifteen percent (15%) will be applied, along with eighteen percent (18%) interest, plus any attorney’s fees or collection costs incurred by the BROKER in recovering the charges.
• The SHIPPER agrees to cover any additional charges that may arise, such as costs for equipment repair, accessorial charges, waiting times, or delays caused by the SHIPPER.
• Except as outlined in this agreement, all claims will be filed and resolved according to the provisions of 49 Code of Federal Regulations Part 370. While the BROKER may assist the SHIPPER with claims against the carrier, all such claims must be directed at the carrier, as the BROKER explicitly assumes no liability for any loss, damage, or delay related to any shipment arranged by the BROKER on behalf of the SHIPPER. Except as stated here, carrier liability and the burden of proof will be governed by federal law and the provisions of the Legal Information Institute (LII) and the US Code Title 49 Article "Liability of carriers under receipts and bills of lading."
• The SHIPPER is required to provide a comprehensive and accurate description of the goods that need to be transported, including precise details regarding the shipment's origin and destination, as well as any other pertinent information necessary to complete the transport.
• Claims regarding overcharges, duplicate payments, and over-collections will be filed and handled in accordance with the provisions of 49 Code of Federal Regulations Part 378.
• Payments made via credit card will incur a convenience fee of 3.5% on whatever amount is being charged at the moment.
• Should the SHIPPER furnish incorrect or incomplete details about the shipment, including but not limited to its description, weight, dimensions, or other relevant factors, this may result in modifications to the initially quoted price. Additionally, if the transportation is canceled due to the SHIPPER providing inaccurate information, a cancellation fee will apply. This fee will be the greater of either $250 or 20% of the total applicable tariff for the planned transport service. The SHIPPER acknowledges that this cancellation fee is a reasonable estimate of the damages that the Carrier or Broker may incur as a result of such a cancellation.

CONDITIONS

• The pricing outlined in rate confirmations or quotes is tailored to address the specific requirements of the parties involved in these Terms and Conditions. Every shipment should include a corresponding rate confirmation or quote, which is explicitly governed by these Terms and Conditions.
• It is the SHIPPER’s responsibility to directly consult with any carrier assigned under these terms to understand any applicable rules or tariffs, and how they may influence liability, claims, or other obligations and rights between the SHIPPER and the carrier. The BROKER’s role is limited to arranging for a carrier to execute the transportation at an agreed-upon rate, with no involvement in these additional matters.
• The SHIPPER agrees not to disclose the terms of any quotations, estimates, or rate confirmations to third parties without obtaining written consent from the other party, except under the following circumstances:
• When disclosure is required by law or regulation.
• When the information is shared with the SHIPPER's parent, subsidiary, or affiliated company.
• When disclosure is necessary for the rating or auditing of transportation charges by an authorized agent, provided that the agent agrees to maintain the confidentiality of the terms.
• Additionally, the SHIPPER agrees not to solicit services directly from or engage any carrier introduced by the BROKER under the terms of this Agreement. The SHIPPER also commits to not disclosing the rates agreed upon between the SHIPPER and BROKER to any third party, unless legally required.
• The SHIPPER agrees to adhere to all relevant laws and regulations governing the transport of hazardous materials, as outlined in 49 CFR Sections 172.800 and 173, whenever shipments are classified as hazardous.
• The SHIPPER confirms that no hazardous materials will be provided to the BROKER or the BROKER’S designated motor carrier for transportation. If any hazardous materials are inadvertently tendered, the SHIPPER is required to notify the BROKER immediately.
• The BROKER may issue invoices through electronic means, and the SHIPPER agrees to accept and process these invoices electronically. The SHIPPER also has the option to transfer payments electronically to the bank account specified by the BROKER.
• Both the BROKER and the SHIPPER commit to making every effort to implement electronic invoicing and payment methods promptly.
• These Terms and Conditions, together with any executed quotations, estimates, or rate confirmations, represent the complete agreement between the BROKER and SHIPPER regarding the services to be provided. There are no additional agreements, understandings, conditions, warranties, or representations, whether oral or implied, related to this subject matter.
• In the event of any conflict between these Terms and Conditions and any terms in other documents related to the arrangement or transportation of goods between the BROKER and SHIPPER, or with the underlying carrier, these Terms and Conditions will take precedence and govern to the extent of the conflict.
• If any provision of this Agreement is deemed illegal, invalid, or unenforceable under current or future laws during the term of this Agreement, that provision will be fully severable. The remaining provisions will remain unaffected and will continue to be enforceable as if the illegal, invalid, or unenforceable provision had never been included. A new provision, as similar as possible to the original but still legal and enforceable, will be substituted in place of the invalid provision.
• As a licensed property broker, the BROKER holds no legal responsibility for any loss, damage, or delay related to the transportation of the SHIPPER'S goods. The BROKER'S liability ends once a qualified carrier is dispatched to the pickup location specified by the SHIPPER.
• All claims for loss, damage, or delay must be directed to the motor carrier. The BROKER will assist the SHIPPER by providing the necessary information and documentation to support the claim process with the carrier. However, this assistance does not imply any liability on the part of the BROKER nor does it alter any of the terms outlined in these Terms and Conditions.
• In any case, the BROKER’S maximum liability for any issue, to any party, and for any reason, shall not exceed seventy five dollars ($75.00) per shipment.
• The BROKER and SHIPPER affirm that this Agreement is solely between them, and neither party intends for any third party to derive any specific benefits from the Terms and Conditions or the services provided under this Agreement.
• All bills of lading, delivery receipts, and other transportation-related documents, excluding estimates, quotes, and rate confirmations exchanged  directly between the SHIPPER and BROKER, are the sole responsibility of the SHIPPER and do not obligate the BROKER in any way.
• The SHIPPER'S inclusion of the BROKER'S name on any bills of lading or delivery receipts is purely for informational purposes and does not alter these Terms and Conditions. Any statements or representations made by the motor carrier are not binding on the BROKER.
• At the SHIPPER'S request, the BROKER will provide copies of delivery receipts and bills of lading obtained from the carrier, provided that the SHIPPER has instructed the carrier to retain such documents or have them signed by the consignee.
• The terms and conditions outlined in any freight documentation used by the SHIPPER or the motor carrier cannot supplement, modify, or override these Terms and Conditions. In the event of any discrepancies, these Terms and Conditions shall prevail.
• To the maximum extent allowed by law, the SHIPPER agrees to indemnify, defend, and hold harmless the BROKER, along with its partners, affiliates, officers, directors, attorneys, agents, insurers, and employees, from any and all claims, demands, actions, liabilities, judgments, losses, damages, expenses, costs, penalties, and fines. This includes third-party claims for contribution and attorney’s fees related to any injury or alleged injury, including death, or any damage or alleged damage to property, arising from the SHIPPER'S negligence, particularly concerning the handling of hazardous materials, improper packaging, loading, or hidden defects in goods presented for transport.
• In addition to the above, both the BROKER and the SHIPPER agree to indemnify and hold each other harmless, including their subsidiaries and respective officers, directors, and employees, against all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, charges, and expenses. This includes reasonable fees and expenses for legal counsel and expert witnesses, resulting from or arising out of the obligations of either party. This indemnification applies in cases of actual or alleged injury or death to persons, damage to the property of any individual or entity, or violations of laws, ordinances, or regulations by either the BROKER or the SHIPPER or any of the parties mentioned above. However, this agreement to indemnify and hold harmless is only applicable to the extent that such liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, charges, and expenses are attributable to the sole negligence of either the BROKER or the SHIPPER.
• Neither Party will be held liable for any failure to fulfill their obligations under these Terms and Conditions if such failure results from events beyond their reasonable control, including but not limited to natural disasters (such as fire or flood), warfare, embargoes, riots, civil unrest, government actions, or other similar causes. However, the affected Party must make every reasonable effort to fulfill their obligations and promptly notify the other Party of any inability to perform due to these circumstances.
• BROKER will require that all motor carriers involved in providing transportation services submit a declaration page or pages verifying insurance coverage that meets the following conditions:‍
• Cargo Liability Insurance: The carrier must have cargo liability coverage with a minimum limit of $100,000 per occurrence and a deductible not exceeding $5,000.‍
• Automobile Liability Insurance: Coverage must be in place for owned, hired, and non-owned vehicles, with a minimum limit of $1,000,000 per occurrence and a deductible not exceeding $10,000.‍
• Comprehensive General Liability Insurance: This insurance, including contractual liability coverage, must have a minimum limit of $1,000,000 per occurrence with a deductible not exceeding $10,000.
• In cases where a shipment's value necessitates higher cargo coverage, the SHIPPER may either obtain additional insurance independently or negotiate directly with the motor carrier for the release of goods at a specific value. Any such agreements between the SHIPPER and the carrier will not impact or bind the BROKER.
• It is important to note that the BROKER is not responsible for insuring shipments they arrange. Should any excess insurance fail to provide coverage, it will not affect the BROKER’s liability. Additionally, the BROKER is not liable if a motor carrier’s insurance policy fails to timely or reasonably cover claims. However, the BROKER will ensure that motor carriers have the required insurance coverage before assigning them to any loads.
• The BROKER is not obligated to obtain full copies of the carriers' insurance policies but will instead secure a declaration page. The BROKER does not make any representations regarding the coverages or exclusions beyond what is shown on the declaration page and will forward this information to the SHIPPER upon request. It remains the SHIPPER’s responsibility to investigate the policies and any specific exclusions.
• The BROKER may offer assistance to customers in filing loss or damage claims with motor carriers, provided that the SHIPPER immediately reports the loss or damage upon discovery via phone or email, and in any case, no later than forty-eight (48) hours after delivery. The SHIPPER must submit all necessary documentation of the claim to the BROKER in writing within twenty (20) days of delivery. This documentation should include bills of lading, delivery receipts, exception reports, surveys, damage evaluations, invoices, and a demand for a specific compensation amount from the motor carrier.
• If the SHIPPER adheres to these requirements, the BROKER may assist in filing claims with the motor carriers under this Agreement. The BROKER ensures that motor carriers will acknowledge receipt of a claim within thirty (30) days after receiving it, either from the BROKER or the SHIPPER. However, if the SHIPPER does not comply with this section, they will need to file the claim directly with the motor carrier without any further assistance from the BROKER, apart from receiving contact and insurance details.
• All claims must be filed with the carrier within nine (9) months of the delivery date or the anticipated delivery date for undelivered shipments, as outlined in subsection 6 of the "SHIPPER’S RESPONSIBILITIES" section of this agreement. The filing, processing, and resolution of all cargo claims will be governed by this same subsection, along with any applicable provisions not modified here.
• It is important to note that any assistance provided by the BROKER during the claims process does not alter the BROKER's liability as stated in this agreement.
• These Terms and Conditions shall be interpreted in accordance with federal law, where applicable, or otherwise governed by the laws of the State of Florida, without regard to conflict of law principles. Any disputes arising between the BROKER and SHIPPER will be resolved in the State of Florida, which will serve as the designated venue.
• Both the BROKER and SHIPPER agree that in the event of litigation arising from or related to a breach of these Terms and Conditions, or any disputes under this Agreement, the prevailing party will be entitled to reasonable attorney's fees and court costs.
• If either party fails to enforce any of the terms, conditions, or provisions of this Agreement, or chooses not to exercise any rights or privileges, this will not be interpreted as a waiver of those terms, conditions, provisions, rights, or privileges. Any such terms, rights, or conditions will remain fully enforceable as though no waiver or forbearance had taken place.

Refund Policy

• All payments made to JA Vinder Corp for services rendered are non-refundable. The Shipper acknowledges and agrees that fees cover the time, resources, administrative processes, and coordination efforts initiated upon booking and are not contingent upon the Shipper's subsequent decisions or circumstances.A refund will only be considered under the following strict conditions:
  1. The service was not rendered at all, and
  2. There is clear and verifiable evidence that the failure to render service was solely due to Broker's fault,
  3. There is no evidence indicating any error, miscommunication, or failure by the Shipper to provide accurate, timely, or complete information required for performance, and
  4. Or when both the Shipper and Broker mutually agree in writing to issue a refund.
  In all other situations—including, but not limited to, cancellation by the Shipper, incorrect or incomplete shipment information, delays caused by third parties, or any form of misrepresentation—no refund shall be issued.By entering into this agreement, the Shipper affirms understanding and acceptance of this refund policy.

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