R2 Logistics Terms and Conditions

Version 1.3.2017

 LTL Terms and Conditions

UNLESS AND TO THE EXTENT OTHERWISE SPECIFIED IN WRITING BETWEEN CUSTOMER AND R2 LOGISTICS INC., OR ANY OF ITS SUBSIDIARIES (“R2”), UPON INITIATION OF SHIPMENT, CUSTOMER INDIVIDUALLY, JOINTLY AND SEVERALLY (“Customer”) AGREES TO THE LTL TERMS AND CONDITIONS SET FORTH BELOW, AS REFERENCED BY THE SITE LOCATION OF THESE LTL TERMS AND CONDITIONS (www.R2Logistics.com/TermsAndConditions).

The Customer agrees to these LTL TERMS AND CONDITIONS, which no agent or employee of the parties may change, alter or in any way transform. These LTL TERMS AND CONDITIONS shall apply to all Less Than Truckload (“LTL) shipments by Customer. R2 reserves the right to alter or amend these LTL TERMS AND CONDITIONS. If not stated within the carrier’s General Rules Tariff, the following LTL TERMS AND CONDITIONS shall control. In the case of conflict between the LTL TERMS AND CONDITIONS contained herein and those set forth by the individual selected carrier’s General Rules Tariff, the selected carrier’s General Rules Tariff shall control; however, under no circumstance shall the scope of R2’s liability be greater than specified in these LTL TERMS AND CONDITIONS. All Terms, including, but not limited to, all the limitations of liability, shall apply to the selected carrier and their agents and contracted carriers.

Purpose – In consideration of the mutual undertakings contained herein, Customer agrees to utilize Broker to arrange for the interstate and intrastate transportation by motor carrier of various LTL shipments on behalf of Customer on a non-exclusive basis from certain points of origination to certain points of destination as directed by Customer, and Broker hereby agrees to arrange the transportation of such shipments subject to these LTL Terms and Conditions and in compliance with all applicable laws, regulations and ordinances. Customer agrees to timely deliver Broker accurate delivery instructions and descriptions of the cargo including the handling or security requirements for the shipment. Broker’s responsibility under this Agreement shall be limited to arranging for, but not actually performing, transportation of Customer’s freight. Broker does not guarantee the transportation of any shipment on an expedited basis and shall not be liable for any damages or losses resulting from the late and/or non-delivery of an expedited shipment unless specifically agreed in writing and signed by an officer of Broker.

Terms of Payment – All Customers are subject to credit approval. R2 intends to perform a credit check based on the information provided at the time of enrollment by the Customer. The amount of credit, if any, granted to the Customer is at the sole discretion of R2. Subject to approval of Customer’s credit, net payment shall be due 30 days from invoice date unless otherwise noted in writing. Customer agrees to pay all costs including reasonable collection costs, attorney’s fees and expenses related to the enforcement of applicant’s obligations hereunder. The Customer is liable for all charges payable on account of such Customer’s shipment, including but not limited to transportation, fuel and other applicable accessorial charges, including all adjustments issued by the carrier(s) after the shipment, and all duties, customs assessments, governmental penalties and fines, taxes, and R2’s attorney fees and legal costs allocable to this shipment and/or all disputes related thereto. R2 reserves the right to amend or adjust the original quoted amount or re-invoice the Customer if the original quoted amount was based upon incorrect information provided at the time of the original quote or if additional services by the carrier were required or otherwise authorized by the Customer to perform the pick up, transportation and delivery functions therein. Customer is permitted thirty (30) business days from the date of the invoice to dispute any invoiced charges. If R2 does not receive a written dispute within the allowable thirty (30) business days, the disputed item will be denied by R2. This information can be provided to you prior to booking any shipment, or anytime after the shipment. R2 reserves the right, at its sole discretion, to refuse any shipment at any time.

Warranties – The Customer is responsible for and warrants their compliance with all applicable laws, rules, and regulations including but not limited to customs laws, import and export laws and governmental regulation of any country to, from, through or over which the shipment may be carried. The Customer agrees to furnish such information and complete and attach to the Bill of Lading such documents as are necessary to comply with such laws, rules and regulations. R2 assumes no liability to the Customer or to any other person for any loss or expense due to the failure of the Customer to comply with this provision. Any individual or entity acting on behalf of the Customer in scheduling shipments hereunder warrants that it has the right to act on behalf of the Customer and the right to legally bind Customer.

Bills of Lading – All Bills of Lading are NON-NEGOTIABLE and have been prepared by the enrolled Customer or by R2 on behalf of the Customer and shall be deemed, conclusively, to have been prepared by the Customer. Any unauthorized alteration or use of Bills of Lading or tendering of shipments to any carrier other than that designated by R2, or the use of any Bill of Lading not authorized or issued by R2 shall VOID R2’s obligations to make any payments relating to this shipment and VOID all rate quotes. If the Customer does not complete all the documents required for carriage, or if the documents which they submit are not appropriate for the services, pick up or destination requested, the Customer hereby instructs R2, where permitted by law, to complete, correct or replace the documents for them at the expense of the Customer. However, R2 is not obligated to do so. If a substitute form of Bill of Lading is needed to complete delivery of this shipment and R2 completes that document, the terms of this Bill of Lading will govern. R2 is not liable to the Customer or to any other person for any actions taken on behalf of the Customer under this provision.

Limitations of Liability and Claims – The individual carrier’s governing General Rules Tariff determines the standard liability cargo insurance coverage offered by all carriers. If the shipment contains freight with a predetermined exception value, as determined by the selected carrier, the maximum exception liability will override the otherwise standard liability coverage. Insurance information will be provided to the customer upon request. R2 has optional Shippers Interest Contingent Cargo Liability Insurance (“Third Party Insurance”) available for purchase by the Customer. R2 has no responsibility or liability with respect to the issuance or denial of Third Party Insurance, or in the payment or denial of claims.

R2 will attempt to assist in the resolution of freight claims, but has no responsibility or liability related to any claim. All freight cargo claims should be submitted immediately to R2 to help ensure timely resolution. If the loss or damage is apparent, the consignee must note such loss or damage information on the bill of lading/delivery receipt. If the loss or damage is not apparent (concealed), the Customer must contact R2 within 3 days after taking delivery. The filing of a claim does not relieve the responsible party for payment of freight charges. Freight payment is necessary in order for a carrier to process a claim.

R2 is not liable for any loss, late-delivery, non-delivery, or consequential damages caused by the act, default or omission of the carrier, Customer or any other party who claims interest in the shipment, or caused by the nature of the shipment or any defect thereof. R2 is not liable for losses, late-delivery or non-delivery caused by violation(s) by the Customer of any of the LTL TERMS AND CONDITIONS contained in the Bill of Lading or of the carrier’s General Rules Tariff including, but not limited to, improper or insufficient packing, securing, marking or addressing, or of failure to observe any of the rules relating to shipments not acceptable for transportation or shipments acceptable only under certain conditions. R2 is not liable for losses, late delivery or non-delivery caused by the acts of God, perils of the air, public enemies, public authorities, acts or omissions of Customs or quarantine officials, war, riots, strikes, labor disputes, weather conditions or mechanical delay or failure of equipment. R2 is not liable for failure to comply with delivery or other instructions from the Customer or for the acts or omissions of any person other than employees of R2.

Subject to the limitations of liability contained in the Bill of Lading and the carrier’s General Rules Tariff, R2 shall only be liable for loss, damage, mis-delivery or non-delivery caused by R2’s own gross negligence. R2’s liability therefore shall be limited to the fees that R2 has earned with respect to the subject shipment.

R2 MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO DELIVERIES OR WITH REGARD TO THIS WEBSITE, INFORMATION PROVIDED ON THIS WEBSITE OR SERVICES RELATED TO TRANSACTIONS CONDUCTED ON THIS WEBSITE. R2 CANNOT GUARANTEE DELIVERY BY ANY SPECIFIC TIME OR DATE. IN ANY EVENT, R2 SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR INCOME, WHETHER OR NOT R2 HAD KNOWLEDGE THAT SUCH DAMAGES MIGHT BE INCURRED.

R2 is only a freight broker. R2 is not a freight carrier as it does not transport cargo. Therefore, regardless of the terms and conditions of the freight carrier that performs the transportation services for the customer, R2’s liability shall be at most equal to the liability of the freight carrier, but under no circumstances shall it exceed the limitations of liability set forth in these LTL TERMS AND CONDITIONS. These LTL TERMS AND CONDITIONS, however, shall not serve to affect or limit the liability of the freight carrier performing the transportation services for the Customer. Instead, the terms and conditions of the freight carrier shall control the rights and responsibilities between the Customer and the Freight Carrier. If you have any questions regarding carrier insurance or carrier liability, please contact R2 for more details.

Forum Selection and Choice of Law – Any claim, dispute or litigation relating to these LTL TERMS AND CONDITIONS, any shipment scheduled or tendered hereunder or through R2’s website, or relating to any and all disputes between R2 and the enrolled Customer, Customer and/or Consignee and/or Brokers for any enrolled Customer, Customer and/or Consignee, shall be filed in the District Court of Duval County, Florida and shall be subject to Florida law.

Changes to LTL Terms & Conditions – Customer agrees to be bound by all of the terms, conditions contained in this application. R2 may modify the terms and conditions of this application from time to time, upon mailing notice of such change to Customer at the address shown on R2’s records or by posting the most up to date terms and conditions on www.R2Logistics.com/TermsAndConditions. Such changes shall be effective for all transactions between R2 and customer after the date of the notice / posting.

Website Access – Customer agrees that all user I.D’s, passwords, and information viewed on the web site shall be kept in strict confidence by all persons receiving access, and Customer warrants that no person shall in any way attempt to view information other than that permitted by the limited access granted, or attempt to modify any aspect of the web site. Customer also agrees that it shall not knowingly populate the web site with data that is inaccurate, or in any way corrupted so as to cause damage to the web site or any of the other data situated on the web site. Customer further agrees to indemnify and hold R2 harmless from any and all damages, costs, actions, causes of action, regardless of nature, including but not limited to court costs and attorney’s fees, which may arise from, out of or in connection with any act or omission of any person (whether or not an employee of agent of Customer) who gains access to, alters, or adds any data or information on the web site as a direct or indirect result of the access granted by R2. Customer acknowledges that R2 reserves the right to terminate any and all access to the web site granted to any person pursuant to this or any other application, which termination of access may occur at any time, with or without notice, and for any reason or for no reason, in R2’s unfettered discretion.

CUSTOMER’S INITIATION OF SHIPMENT ATTESTS SOLVENCY, ABILITY AND WILLINGNESS TO PAY OUR INVOICES IN ACCORDANCE WITH THE TERMS ESTABLISHED. CUSTOMER’S REPRESENTATIVE BY AGREEING TO THESE TERMS AND CONDITIONS ON R2LOGISTICS.COM OR R2LTL.COM OR BY SIGNING THE R2 CREDIT APPLICATION REPRESENTS AND WARRANTS THAT SHE/HE HAS BEEN DULY AUTHORIZED TO MAKE THE STATEMENTS CONTAINED HEREIN AND TO BIND THE APPLICANT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND FURTHER REPRESENTS AND WARRANTS THAT THE INFORMATION SET FORTH ABOVE (INCLUDING, WITHOUT LIMITATION, ANY ADDITIONAL SHEETS ATTACHED HERETO) AND IN THE FINANCIAL STATEMENTS DELIVERED IN CONNECTION HEREWITH ARE TRUE, CORRECT AND COMPLETE.

 

Truckload Terms and Conditions

 UNLESS AND TO THE EXTENT OTHERWISE SPECIFIED IN WRITING BETWEEN CUSTOMER AND R2 LOGISTICS (a Florida corporation and Registered Property Broker, License Number MC 513105 US DOT 2233650) OR ANY OF ITS SUBSIDIARIES (“R2”), CUSTOMER INDIVIDUALLY, JOINTLY AND SEVERALLY AGREES TO THE TRUCKLOAD TERMS AND CONDITIONS SET FORTH BELOW, AS REFERENCED BY THE SITE LOCATION OF THESE TRUCKLOAD TERMS AND CONDITIONS (www.R2Logistics.com/TermsAndConditions).

For purposes of this agreement, “Customer” is defined as the person or company for which the R2 is performing service, as well as its agents and/or representatives, including but not limited to shippers, consignees, agents of shippers and consignees and third-party logistics companies (each a “Party” and collectively, the “Parties”). “Registered” means operated under the authority of the Federal Motor Carrier Safety Administration (“FMCSA”) of the U.S. Department of Transportation. The Customer agrees to these TRUCKLOAD TERMS AND CONDITIONS, which no agent or employee of the parties may change, alter or in any way transform. These TRUCKLOAD TERMS AND CONDITIONS shall apply to all Full Truckload (“FTL”) shipments by Customer. The “Effective Date” of these Truckload Terms and Conditions is defined as the date that Customer’s Credit Account Application was executed. R2 reserves the right to alter or amend these TRUCKLOAD TERMS AND CONDITIONS.

Purpose – In consideration of  the mutual undertakings contained herein, Customer agrees to utilize R2 to arrange for the interstate and intrastate transportation by motor carrier of various FTL shipments on behalf of Customer on a non-exclusive basis from certain points of origination to certain points of destination as directed by Customer, and R2 hereby agrees to arrange the transportation of such shipments subject to these Truckload Terms and Conditions while in compliance with all applicable laws, regulations, and ordinances. Customer agrees to timely deliver R2 accurate delivery instructions and descriptions of the cargo, including any handling or security requirements for the shipment. Customer acknowledges that failure to deliver such timely and accurate information will have a direct impact on R2’s ability to comply with its obligations hereunder. R2’s responsibility under these Truckload Terms and Conditions shall be limited to arranging for, but not actually performing transportation of Customer’s freight. R2 does not guarantee the transportation of any shipment on an expedited basis and shall not be liable for any damages or losses resulting from the late and/or non-delivery of an expedited shipment unless specifically agreed in writing signed by an officer of R2.

Relationship of Parties. The relationship of Customer to R2 is that of an independent contractor. R2 has no control of any kind over Customer, including, but not limited to, routing of freight. The Parties do not intend to provide for division of profits between R2 and Customer.

Customer’s Warranties. Customer represents and warrants that Customer is duly organized or incorporated, validly existing, and in good standing under the laws of the state of its organization or incorporation and has the full corporate power and authority to conduct its business. Customer further represents and warrants that no consent, approval, or authorization of, or declaration, filing, or registration with any governmental or regulatory authority is required on the part of Customer in connection with the delivery and execution of these Truckload Terms and Conditions or the consummation of the transactions described herein. Any individual or entity acting on behalf of the Customer in scheduling shipments hereunder warrants that it has the right to act on behalf of the Customer and the right to legally bind Customer.

R2’s Warranties. R2 represents and warrants that R2 is duly registered with FMCSA as a property transportation broker pursuant to 49 U.S.C. § 13904. R2 is duly incorporated, validly existing, and in good standing under the laws of the state of Florida and has full corporate power and authority to conduct its business as conducted on the date hereof and to execute these Truckload Terms and Conditions. R2 has entered into (or will enter into) a written agreement with motor carriers it utilizes in the performance of these Truckload Terms and Conditions. R2 further represents and warrants that such agreements with its carriers include (or shall include) the following provisions:

  1. That the carrier is duly registered with FMCSA as a for-hire motor carrier of property in interstate commerce pursuant to 49 U.S.C. §13902;
  2. That the carrier does not have an “unsatisfactory” safety rating issued by FMCSA, and will notify R2 immediately if the carrier receives an “unsatisfactory” safety rating.
  3. That the carrier is and shall remain in compliance with all applicable federal, state, and local laws relating to the motor carriage services provided by carrier, including, but not limited to, transportation of hazardous materials as  defined  in  49  CFR §172.800, §173 and §397 et seq., security regulations, owner/operator lease regulations, loading and shipment of freight regulations, implementation and maintenance of driver safety regulations, qualification and licensing and training of drivers, implementation and maintenance of equipment safety regulations, and maintenance and control of the means and method of transportation;
  4. That the carrier shall defend, indemnify, and hold R2 and Customer harmless from any and all claims, actions, or damages arising out of the carrier’s performance under their agreement with R2; and
  5. That the carrier shall maintain at all times the insurance policies as required in the “Insurance” section of these Truckload Terms and Conditions.

Bond Requirements. R2 will maintain a surety bond in such amounts as required by the FMCSA. R2 will provide Customer with proof of such bond upon Customer’s written request.

Indemnification. Subject to the insurance limits set forth in the “Insurance” section of these Truckload Terms and Conditions, R2 and Customer shall defend, indemnify, and hold each other harmless against any and all claims, losses, costs, fines, penalties, expenses (including reasonable attorneys’ fees), actions, or damages, including, but not limited to, cargo loss, damage or delay; motor carrier equipment damage and payment of rates and/or accessorial charges to motor carriers, arising out of their respective performance under these Truckload Terms and Conditions; provided, however, the indemnified party shall not offer settlement in any such claim without the agreement of the indemnifying party, which agreement shall not be unreasonably withheld. If the indemnified party offers or agrees to offer a settlement for such a claim without the written agreement of the indemnifying party, the indemnifying party shall be relieved of its indemnification obligation. Neither Party shall be liable to the other Party for any claims, actions, or damages due to the negligence of the other Party.

Payments. R2 shall invoice Customer for its services in accordance with the rates, charges, and provisions set forth on Exhibit A, attached hereto and incorporated by this reference, and any written supplements or revisions that are mutually agreed upon by the Parties. If rates are negotiated between the Parties and not otherwise confirmed in writing, such rates will be considered “written,” and shall be binding, upon R2’s invoice to Customer and Customer’s payment to R2. Unless otherwise agreed to in writing and signed by an officer of R2, Customer agrees to pay R2’s invoice within 30 days of invoice date without deduction or set-off. Payment of the freight charges from the Customer to the R2 shall relieve the Customer of any liability to the carrier for non-payment of its freight charges for the applicable shipment; and R2 hereby covenants and agrees to indemnify Customer from liability for payment of any carrier fees or charges after R2 has received payment from the Customer for the applicable shipment.

Freight Claims. Customer must file claims for cargo loss or damage with R2, and against the carrier, in writing within 180 days from the date of such loss, shortage, or damage, which for purposes of these Truckload Terms and Conditions shall be the delivery date or in the event of non-delivery, the scheduled delivery date. Customer must file any civil action against R2 within two (2) years from the date of the notice. It is understood and agreed that R2 is not a carrier and that the R2 shall not be held liable for loss, damage or delay in the transportation of Customer’s freight, unless caused by R2’s negligent acts or omissions in the performance of these Truckload Terms and Conditions. R2 shall use commercially reasonable efforts to assist Customer in the filing and/or processing of claims with the carrier. If payment of claim is made by R2 to Customer, Customer automatically assigns its rights and interest in the claim to R2. In no event shall R2 or R2’s carrier be liable to Customer for special, incidental, or consequential damages. In no event shall R2 or R2’s carrier be liable to Customer for any air carrier charges unless specifically agreed to in writing signed by an officer of R2. Neither R2 nor R2’s carrier shall be liable for loss or damage to shipments in which the Bill of Lading is marked “Shipper Load and Count” or “SLC” with an intact seal upon delivery.

Shipping Documents. If requested by Customer in writing, R2 agrees to provide Customer with proof of acceptance and delivery of loads in the form of a signed Bill of Lading or Proof of Delivery, as specified by Customer. Customer’s insertion of R2’s name or SCAC on any receipt of goods, bill of lading, manifest or any other shipping document shall be understood by the parties to be for Customer’s convenience, or due to Customer’s oversight only, and shall not operate to alter R2’s status as a property broker, nor the carrier’s status as the responsible carrier. The signature or stamp or other visible imprint, seal or mark of a Carrier’s driver on any such document shall be sufficient evidence that Carrier is the entity taking possession of, and responsibility for, the freight. Physical possession of Customer’s freight, even without such signature, shall also be sufficient evidence that the Carrier is the entity taking possession of, and responsibility for, the freight. The signature of a Carrier’s driver on any shipping document shall not be construed in any way to suggest that the driver is an employee, agent or servant of R2, or in any way controlled by R2. The terms and conditions set forth in any such shipping document used by R2 or a Carrier or a shipper shall not supersede, alter, or modify any term of these Truckload Terms and Conditions or add any liability or responsibility to R2. The terms and conditions of any freight documentation issued by R2 or a carrier selected by R2 may not supplement, alter, or modify the terms of this agreement.

Insurance. R2 shall maintain insurance policies of the following minimum limits: commercial general liability in the amount of $1,000,000; property damage and personal liability in the amount of $1,000,000; cargo liability in the amount of $100,000 per freight shipment; workers’ compensation with limits required by law. R2 shall also ensure that its carriers transporting freight under this Agreement shall maintain the same types of insurance policies in the same amounts as provided above.  All insurance policies must be maintained by a carrier rated “A” or higher by A.M. Best.

Hazardous Materials. Customer and R2 shall comply with all applicable laws and regulations relating to the transportation of hazardous materials as defined in 49 CFR §172.800, §173, and §397 et seq. To the extent that any shipments constitute hazardous materials Customer is obligated to inform R2 immediately if any such shipments constitute hazardous materials. Customer shall defend, indemnify, and hold R2 harmless from any penalties or liability of any kind, including reasonable attorneys’ fees, arising out of Customer’s failure to comply with applicable hazardous materials laws and regulations.

Non-exclusive Agreement. The Parties acknowledge and agree that these Truckload Terms and Conditions do not bind each Party to exclusive services to the other. R2 shall be free to accept freight for transportation from customers other than Customer. Customer shall be free to tender freight for transportation to motor carriers, freight forwarders and brokers other than R2.

Confidentiality; Non-solicitation. Each Party understands and agrees that the other Party has a legitimate business interest in protecting its confidential and proprietary information that has been developed over time through effort and expense. Accordingly, neither Party shall disclose to third-parties the terms of this agreement nor any of the other Party’s confidential or proprietary information that is obtained in the course of performing under these Truckload Terms and Conditions, including, but not limited to, a Party’s business methods, customer lists, software, or the rates, valuation, origin, destination and consignee identity for any freight shipment.

Governing Law. As permitted in 49 U.S.C. § 14101(b)(2), the Parties agree that these Truckload Terms and Conditions shall be interpreted in accordance with the laws of the State of Florida, without regard for choice-of-law principles. The sole, exclusive venue to resolve any dispute will be either the state or Federal court located in Duval County, Florida, and no other. Each Party expressly agrees to waive the right to a trial by jury, with any disputed issues of fact determined by a judge only.

Notices. Any notice required or permitted under these Truckload Terms and Conditions shall be deemed sufficient if sent by prepaid first-class mail, by a nationally recognized overnight courier, or by facsimile transmission, if such notice is sent to the address or fax number of, and marked to the attention of the individual noted in the signatory provision of these Truckload Terms and Conditions or to any other individual designated by the Party. Notices shall be considered to have been received by the addressee Party on the third business day after mailing, on the first business day after deposit with an overnight courier, or on the day a facsimile is transmitted if the sending machine produces written confirmation of a successful transmission. Each Party may change its designated contact, or update the contact information for such individuals, by prior written notice to the other Party in accordance with this section.

Entire Agreement. These Truckload Terms and Conditions represent the entire agreement and understanding of the Parties with regard to its subject matter. No prior understandings or agreements of the Parties, whether written or oral, nor any documents not specifically incorporated into these Truckload Terms and Conditions nor any course of conduct of the Parties before or after the Effective Date of this agreement, shall have the effect of modifying the Parties’ rights and obligations under theses Truckload Terms and Conditions.  No amendment to these Truckload Terms and Conditions shall be valid unless set forth in writing and signed by both Parties.

Representations and Warranties Neither Party has made a representation or warranty to the other that is either important or material in entering into these Truckload Terms and Conditions other than those expressly stated herein.

Severability. To the extent that any provision of these Truckload Terms and Conditions is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall become ineffective as to all matters within the jurisdiction of that court. The court’s holding, however, shall not be treated as affecting the validity or enforceability of any other provision of these Truckload Terms and Conditions, nor as affecting the validity or enforceability of any part of these Truckload Terms and Conditions in other jurisdictions.

Waiver. Neither the failure of a Party to exercise any right, power, or privilege under these Truckload Terms and Conditions, nor its delay in any such exercise, shall operate as a waiver of that right, power or privilege. No such waiver shall be binding on either Party unless it is in writing and signed by the Party against which the waiver is asserted. No such waiver on one occasion shall preclude subsequent full enforcement of a Party’s rights, powers and privileges under this Agreement or at law or in equity.

Force Majeure. If either R2 or Customer is prevented from or delayed in performing any of its obligations under these Truckload Terms and Conditions by reason of statutes, regulations or orders  of  a  governmental  entity  (including actions taken by a court or by law enforcement officials), or because of war, terrorism, acts of God, labor disturbances, civil unrest, or any cause beyond the reasonable control of such Party, that Party shall not be liable to the other Party for damages by reason of any delay or suspension of performance resulting from such legal restraints or force majeure. The Party invoking this section, however, shall furnish the other Party with notice of the same no more than two (2) business days after the onset of the conditions delaying or preventing performance.

Intra-Canadian Loads. Notwithstanding anything herein to the contrary, Customer hereby acknowledges and agrees that R2 may assign all of its rights under these Truckload Terms and Conditions to R2 Logistics–Canada, ULC for any intra–Canadian loads without notice to Customer. Upon such assignment, all of Customer’s obligations and responsibilities under these Truckload Terms and Conditions may be enforced by R2 Logistics–Canada, ULC.

Exhibit A: Truckload Accessorial Schedule

Detention: The first two hours are free. $50 per hour billable in 30-minute increments thereafter.

Driver assist: When driver is required to load or unload a shipment, a flat rate of $100 shall apply.

Equipment Ordered, Not used: When requested to provide equipment of the transportation of a load and the load cancels within 24 hours of the agreed upon loading time, a flat rate of $200 shall apply.

Stop-Off Charge: A charge for any scheduled stop between the shipper and consignee. This is a flat rate per occurrence rate in addition to any line haul charges.

Stop 1: $50

Stop 2: $75

Stop 3: $100

Stop 4: $100

Layover Charge Per 24 Hours: When requested to hold a carrier at a reference point of the load and the Carrier is required to stay from the close of business until the following opening of business, a rate of $250 shall apply for each occurrence. Detention is not paid at the time of layover pay is allowed.

Redelivery:  When the carrier attempts to make delivery and the consignee cannot accept the shipment at that given time, the carrier may be required to redeliver the product at a later date. In these instances, a flat rate of $50 per occurrence shall apply in addition to any rate-per-miles traveled or shortage charges that may be applicable.

Reconsignment:  A change in the consignee location after the shipment has arrived at the original destination shall result in a $50 flat fee per occurrence, in addition to the normal line haul charges for the miles traveled on the shipment.