Terms and Conditions

Unity Courier Service, Inc. Terms and Conditions

Recitals:

Unity Courier Service, Inc. (“Unity”) is a licensed motor carrier and property broker engaged in the business of providing transportation and arranging logistics services; and

Customer desires to obtain and utilize certain transportation and/or logistics services from Unity for goods tendered by or to Customer (“Goods”).

1. Services Defined and Distinguished.

1.1. These terms and conditions are applicable to engagements (“Services”) defined in one or more Contracts, Exhibits, or Rate Card Agreements (“Agreement”) signed by the Parties or otherwise accepted by Customer’s tender of such Goods for delivery, whichever occurs first.

1.2. All Services are subject to Unity’s Terms and Conditions in effect as of the date Unity agrees to render Services with respect to a specific consignment of Goods.

2. Term and Termination.

2.1. The Agreement shall be for an initial term of one year, commencing on the Effective Date (the “Initial Term”) and will automatically renew for additional twelve-month terms (each a “Renewal Term”) until terminated in accordance with the provisions herein. Any reference to the “Term” shall mean the Initial Term as well as any Renewal Term.

2.2. The Agreement may be terminated without cause by either Party upon sixty (60) days prior written notice to the other Party.

2.3. Either Party may terminate the Agreement, or any addendum immediately provided that: (a) the other Party is in material breach of its obligations under the Agreement or any Addendum, (b) the terminating Party notifies such other Party in writing of the material breach, and (c) such other Party fails to cure the material breach to the reasonable satisfaction of the other Party within fifteen (15) calendar days after the receipt of such notice. Notwithstanding anything stated herein to the contrary, Unity may terminate the Agreement immediately upon Customer’s failure to pay any sums that Customer is obligated to pay by any provision of this Agreement or any addendum when the same are due and such failure continues five (5) calendar days after notice from Unity to Customer; provided, however, Unity may terminate the Agreement immediately upon written notice to Customer in the event written demand for payment under this Section had been provided to Customer on two or more occasions in the proceeding twelve (12) month period.

2.4. Either Party may terminate the Agreement immediately and without further obligation to the other Party (except for the obligations incurred or accruing prior to the termination date) upon written notice in the event the other Party: (a) becomes insolvent or makes a general assignment for the benefit of creditors, (b) files or has filed against it any petition under applicable bankruptcy, insolvency, reorganization or similar debtor relief law which is not dismissed or discharged within thirty (30) calendar days of such filing, or (c) requests or suffers the appointment of a trustee or receiver, or the entry of an attachment or execution as to a substantial part of its business or assets.

2.5. Termination of the Agreement shall result in termination of all addenda and/or exhibits entered into pursuant to this Agreement.

3. Annual Price Adjustment. The pricing outlined in Contracts, Exhibits, or Rate Card Agreements will be subject to an annual rate increase, assessed at Unity Courier’ sole discretion, equivalent to the greater of (4.9%) or the annual percentage change (12 Month Median price change) in the Department of Labor, Bureau of Labor Statistics, Consumer Price Index for Urban Consumers (CPI-U), U.S. City Average, Commodity and Services - Transportation Services Category, not seasonally adjusted (1982-1984 = 100 or the current standard reference base for the CPI-U, U.S. City Average), as published in the CPI Detailed Report for the month corresponding to one month prior to the month of the Effective Date (the “CPI”).  CPI-U numbers, for purposes of all Contracts, Exhibits, or Rate Card Agreements, shall be the monthly CPI Detailed Report Tables published at https://www.bls.gov/cpi/data.htm, under the ‘All Urban Consumers (Current Series) CPI item. Within the list of tables, ‘News Release Table 7’, which is the Consumer Price Index for All Urban Consumers (CPI-U): U.S. city average, by expenditure category, 12-month analysis table.  This Section does not apply to any fuel surcharge.
4. Notice. All notices required to be delivered hereunder shall be delivered via (a) overnight courier with tracking capabilities, (b) registered or certified mail, return receipt requested, or (c) electronic mail. Notices shall be addressed to Unity as follows:

PO Box 10909
Burbank, CA 91505
Attn: ____________
Telephone: 800-992-8890
E-mail:_ help@unitycourier.com______________________

5. Applicability.

a. These Terms and Conditions govern transportation and logistics services provided by Unity Courier Service, Inc. (“Unity”). If Unity has entered into an Agreement, then terms defined in the Agreement, including the term “Customer”, will have the meaning given in such Agreement. Otherwise, the term “Customer” when used herein shall be used to refer to the owner, consignor, or consignee of any goods tendered for services (“Goods”), as well as any other third party with an interest in such Goods. References to “Agreement” include these Terms and Conditions. Unity and Customer may be referred to herein individually as a “Party” or collectively as the “Parties”.

b. Any of the entities included in the definition of Unity and/or any other affiliate thereof which is named in an addendum or Exhibit hereto may render services. For purposes of this Agreement, the term “Unity” shall mean the individual legal entity included in the definition of Unity that renders Services. The determination of which entity provided Services shall be made in the sole discretion of Unity. The liability of any entity included in the definition of Unity is several and not joint. In no event will any such entity have any legal obligation to Customer with respect to Services rendered by any other such entity pursuant to this Agreement.

c. Should Customer, either itself or via third parties, arrange for transportation of Goods prior to acceptance by Unity for services, including, but not limited to, arranging transportation to terminals or other points at which such Goods will be injected into the Unity network, in no event will Unity have any liability or responsibility for any such Goods unless and until a receipt has been issued therefore identifying the kind, quantity and condition of Goods received.

6. Tender.

6.1. Unless otherwise agreed in a writing signed by the Parties, nothing in these Terms and Conditions shall be deemed to require Customer to tender a minimum value of Goods to Unity, nor to require Unity to accept any request that it render Services. Customer will advise Unity of its service needs in sufficient time to allow Unity to make necessary preparations to provide required services.

6.2. Customer represents and warrants that it is lawfully possessed of the Goods and has the right and authority to arrange for services by Unity pursuant to this Agreement. Customer agrees to defend, indemnify, and hold harmless Unity from all claims made against Unity, and all liabilities which Unity pays or incurs, or which are alleged against Unity, as a result of any dispute or litigation, which is instituted by Unity or others, respecting Customer’s or any third party’s right, title or interest in any Goods.

6.3. Customer will provide Unity with information that is accurate, complete and sufficient to allow Unity to comply with this Agreement, Customer’s instructions and all laws and regulations concerning the Services requested with respect to Goods.

6.4. Customer shall promptly notify Unity of the characteristics of any Goods that (a) require special storage, handling, packaging, material, equipment or precautions; (b) may be hazardous or dangerous to persons or property, including Unity employees, independent contractors or agents, whether by handling or exposure; (c) are defined as hazardous materials or dangerous goods under any federal, state or local law or regulation; (d) are or should be reasonably believed or known to be likely to cause damage to premises or equipment where Goods might be located, the Goods themselves, or to other goods that may be stored or handled in or on the same facilities or equipment; or (e) are subject to laws, rules or regulations imposing special handling or service obligations including, but not limited to, Goods requiring adult signature upon delivery, Goods the possession of which is restricted to certain licensed or authorized entities including, but not limited to, tobacco, alcohol, vaping products, hemp, controlled substances, etc. Unity may refuse to accept any Goods that are identified per the above categories or that reasonably might cause infestation, contamination, or damage. Unity shall promptly notify Customer of such refusal and shall have no liability for any alternate storage, demurrage, detention, transportation, or other charges by virtue of such refusal. Unity shall be under no obligation to arrange for special handling, nor otherwise arrange for specialized services with respect to any Goods unless agreed upon in a writing signed by Unity and Customer.

6.5. In no event will Customer tender any waste for storage or transportation or otherwise request service with respect to any waste.

7. Rates, Charges and Payment.

7.1. Rates and charges for Unity services will be as set forth in a Rate Card Agreement, or by one or more Exhibits to the Agreement. Customer shall be responsible for, and will pay to Unity, all such rates and charges, and any and all other amounts for which Customer is responsible hereunder as outlined in the applicable exhibit. In addition, Customer will be responsible for additional costs and charges incurred by Unity in the provision of the services which are incurred by Unity through no fault of its own.

7.2. Unity will invoice Customer each week for the Services performed the preceding week. Customer shall remit payment to Unity on or before the 15th day from the date of invoice.

7.3. In the event Customer disputes any invoices (or any part thereof), Customer shall provide Unity with written notice of such dispute within twenty (20) days of receipt of such invoice specifying in reasonable detail the nature of and basis for such dispute and, to the extent reasonably available, providing copies of applicable documentation, if any, supporting Customer’s position. Customer waives all claims it may have with respect to such invoice that are not timely made in accordance with this section. Customer shall, however, pay that portion of the invoice not in dispute.
7.4. The rates and charges agreed by the parties are based upon certain assumptions and information provided by Customer to Unity. Those assumptions may or may not be documented in writing. To the extent the assumptions are either inaccurate or fail to account for all aspects of the services, either Party has the right to request a review of the then-current rates and charges. In the event new charges cannot be agreed upon, either Party may terminate the Agreement, by giving the other party thirty (30) days written notice.
7.5. Customer agrees to pay reasonable attorneys’ fees and expenses or collection costs (including contingent attorney fees or collection costs), as applicable, plus all consultant and experts’ fees and expenses, court costs, and attendant collection costs arising from or related to failure to pay, when due, any and all amounts owing hereunder. Additionally, upon termination or expiration of this Agreement, Unity is entitled to full payment including current charges and earned but unbilled charges.

7.6. Customer shall pay Unity interest at the lesser of 1.5% per month or the highest interest rate allowed by law, on any late balance, together with any and all collection costs, including reasonable attorney fees, incurred by Unity.

7.7. Fuel Surcharge, if applicable:

Please visit: US Fuel Surcharge for specific details on the current FSC rates, including current tables.

The Unity Fuel Surcharge Schedule is based on the U.S. Department of Energy’s National U.S. Average on Highway Diesel Fuel Prices. Surcharge percentages and thresholds are subject to change without prior notice.

8. Loss or Damage to Goods.

8.1. Unity shall be liable to Customer for full cost value of merchandise, damage, or injury to the shipment measured by the acquisition cost to Customer of such shipment, up to but not exceeding $2.00 per pound to a maximum of $100.00, occurring while the shipments are in the possession or under the control of Unity or resulting from Unity performance of or failure to properly perform the Services or arising from any cause while in the possession of or under the control of Unity including its negligence; provided, however, that Unity shall not be liable for any loss, damage or injury arising out of the acts or omissions of Customer or Customer consignees, their employees, acts of God, the inherent nature of the shipment, their packing or packaging or the loading and unloading of the shipments by Customer. The liability limit set forth in this paragraph shall include all taxes, fees, and other charges of any kind of nature, which Customer may have paid or may be, required to pay or collect regarding the manufacture, storage, distribution, sale, or purchase of the shipments. Parties expressly waive all provisions of 49 U.S.C. §14706 and agree that the terms contained herein shall govern all claims related to cargo loss or damage.

8.2. If Goods have no commercial value, including, but not limited to, lab samples or specimens, the parties agree that the value of any such shipment will be conclusively presumed to be $50 per shipment. Customer acknowledges and agrees that the limitations set forth herein were negotiated and agreed upon in consideration of different recovery amounts at different freight rates. Should the carrier deny a claim for which it is liable pursuant thereto or fail to pay any such claim within ninety days of the date of a timely, complete, and properly documented claim, then Unity will assume primary liability for such claim in accordance with the foregoing standards and limitations.

8.3. Any claim made by Customer must be made in writing within thirty (30) business days after the date of shipment, including, but not limited to a description of the nature of the shipment, its cost to Customer, its weight, and any other information that Unity may reasonably require. The reasonable salvage value of any damaged shipment shall be deducted from all claims’ payments. Unity shall be entitled to request, and if so, requested Customer shall give to Unity, documented proof of the cost of the shipment involved in any claim.

8.4. Any amounts recovered against the carrier shall be credited against any liability of Unity, and as a condition to any payment by Unity, the claimant shall assign any rights it may have against the carrier with respect to any such claim. If Customer is not the owner of the Goods, then Customer warrants and represents that it is authorized to bind the owner to the provisions of this paragraph. The sole liability of Unity, and the sole recovery of Customer, with respect to loss, damage, destruction, or delay of or to Goods shall be as set forth in this paragraph.

9. Insurance.

9.1. Unity. Individually or by and through a blanket policy covering itself and other affiliates of Unity, shall procure and maintain, at its sole expense, liability insurance with a reputable and financially responsible insurance carrier or carriers insuring Unity against liability as follows:
9.1.1. Automotive Liability in an amount not less than One Million Dollars ($1,000,000) combined single limit coverage for each occurrence.
9.1.2. General Liability in an amount not less than One Million Dollars ($1,000,000) per occurrence.
9.1.3. Worker’s Compensation – In accordance with statutory limits.

10. Indemnity.

10.1. Customer agrees to indemnify, save harmless, and defend Unity and its affiliated entities under common controlling ownership from and against any and all direct or indirect claims, loss, damage, injury, demands, expenses (including reasonable attorney fees and expenses and expert witness fees and expenses), liabilities, fines, penalties, judgments, losses and other obligations (collectively, the “Claims”) to the extent directly and proximately caused by or arising from: (a) the negligence or other wrongful acts or omissions of Customer; (b) Customer’s breach of this Agreement; (c) Customer’s violation of any applicable law, rule or regulation; (d) Unity compliance with or reliance on instructions provided by or on behalf of Customer; or (e) claims by third parties seeking to impose liability on Unity with respect to loss, damage, delay or destruction to Goods in excess of the liability expressly assumed by Unity hereunder.

10.2. Unity agrees to indemnify, save harmless, and defend Customer and its affiliated entities under common controlling ownership from and against any and all direct and indirect Claims (other than Claims arising from or related to loss or damage to Goods, which are addressed elsewhere in this Agreement) to the extent directly and proximately caused by or arising from: (a) the negligence or other wrongful acts or omissions of Unity; (b) Unity’s breach of this Agreement; or (c) Unity’s violation of any applicable law, rule or regulation.

10.3. Each Party hereby expressly waives any provision of governing law related to workers’ compensation to the extent such waiver is necessary to effectuate such Party’s obligations under this section (including each subsection hereof) with respect to claims arising from or related to injury of such Party’s employees.

11. Confidential and Proprietary Information.

11.1. Unity agrees to hold all information pertaining to Customer’s contracts, physical plant, and business operations, strictly confidential and not disclose the same to any third person without Customer’s express prior written consent and not use such information for any purpose other than in furtherance of the above-described services to Customer. The use of such information by Unity shall not affect Customer’s ownership or the confidential nature of such information. Customer agrees to the same restrictions with respect to the confidential information of Unity, including the pricing provided by Unity to Customer under this Agreement. The obligations assumed by each party herein shall survive the termination of this Agreement.

12. Arbitration.

12.1. In the event of any dispute, claim, question, or difference arising out of or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle such dispute, claim, question, or difference. To this effect, they shall consult and negotiate with each other, in good faith, to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of thirty (30) days, then upon notice by either party to this Agreement to the other party, the dispute, claim, question, or difference shall be finally settled by arbitration by a single arbitrator and in accordance with the rules of the American Arbitration Association.

12.2. The Arbitrator who is mutually agreed upon by both parties shall be instructed that time is of the essence in proceeding with determination of any dispute, claim, question, or difference. Rate of arbitration is set by Arbitrator.

12.3. The Arbitrator’s decision shall be given in writing and shall be final, binding on the parties, not subject to any appeal, and shall deal with the question of costs of arbitration and all matters related thereto.

12.4. Judgment upon the decision rendered may be entered into any court having jurisdiction or application may be made of such court for a judicial recognition of the award or an order of enforcement thereof, as the case may be.

13. Miscellaneous.

13.1. In no event will Unity and Customer be deemed to be engaged in any relationship other than that of independent parties. Nothing herein shall be deemed to constitute or shall actually constitute a partnership, joint venture, or similar arrangement. Unity is free to arrange for provision of any Services by one or more independent contractors or subcontractors.

13.2. In no event will either Party be liable for failure or delay in meeting it obligations under this Agreement to the extent caused by acts of God, civil or military authority, enemies of the government, insurrections, riots, strikes, civil commotions, acts of terrorism, seizure under legal process, labor disputes, lockouts, or intentional, criminal or malicious acts of third persons or any other organized opposition, quarantine, pandemic, epidemic, governmental shutdown, or otherwise by events beyond such Party’s reasonable control.

13.3. The pursuit of any single remedy by a Party shall not be deemed an election of remedies or otherwise limit or preclude such Part’s right to pursue any other remedy or remedies

13.4. This Agreement may not be assigned or transferred in whole or in part by either Party absent the prior written consent of the other Party, and supersedes all other agreements and all tariffs, rates, classifications, and schedules published, filed or otherwise maintained by Customer. This Agreement shall be binding upon and inure to the benefit of the Parties hereto.

13.5. The parties and their respective counsel have negotiated this Agreement. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party. The headings and captions are included for reference purposes only and do not affect the interpretation of the provisions. This Agreement will be read with all changes of gender and number required by the context. Wherever reference is made in the Schedules or any Statement of Work to “weeks”, “quarters”, “periods”, “months”, or “years”, the reference will be read to refer to periods as defined to Unity’ fiscal calendar, unless otherwise clear from the context.

13.6. Unless otherwise agreed to in writing by Unity and Customer, Customer covenants and agrees not to do, indirectly or directly on its own behalf or on behalf of or in conjunction with any person or legal entity, from the date hereof until twelve (12) months after the termination of this Agreement, regardless of the reason for the termination of this Agreement, the following:
i. Solicit, recruit, attempt to recruit, induce, employ, or otherwise retain any officer, employee, consultant, or independent contractor driver of Unity;
ii. Solicit or encourage any officer, employee, consultant, or independent contractor driver of Unity to terminate employment with or cease providing services to Unity;
iii. Induce or attempt to induce any client, supplier, vendor, service provider or other business associate of Unity to cease doing business with Unity or in any way interfere with the relationship between Unity and any of its clients, vendors, service providers or business associates; or
iv. Divulge to any person the names of any of Unity’ officers, employees, consultants, independent contractor drivers, clients, or business associates.

14. Governing Law.

This Agreement shall be deemed to have been drawn in accordance with the statutes and laws of the state of Texas. In the event of any disagreement or dispute, the laws of Texas shall apply. Jurisdiction and venue for all disagreements or disputes shall be Dallas County, Texas, and the Parties hereby agree to the exclusive jurisdiction and further waive any defenses or challenges to the venue or jurisdiction in or of such courts. Notwithstanding the foregoing, the Parties may mutually agree in writing to submit any such disagreement or dispute to binding arbitration and may likewise agree to meet for the purpose of mutually resolving any such disagreements or disputes. The parties waive any right access to records pursuant to 49 C.F.R. Part 371.

15. Waiver.

The waiver by either Party of any default or breach of this Agreement shall not constitute of waiver of any other or subsequent default or breach. Except for actions for breach of confidentiality and non-payment of amounts owed hereunder, no action, regardless of form, arising out of this Agreement may be brought by either Party more than one (1) year after the cause of action has accrued. IN NO EVENT WILL EITHER PARTY TO THIS AGREEMENT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DAMAGES ARISING FROM BUSINESS INTERRUPTION, WITH RESPECT TO ANY MATTERS ARISING FROM OR RELATED TO THIS AGREEMENT REGARDLESS OF WHETHER THE PARTY TO BE CHARGED HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

16. Captions.

The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions thereof.