Terms and Conditions

 Terms and Conditions

1. Applicability. Chicago Freight, Inc., (“Company”) shall provide warehousing, trucking, storage, delivery, handling, and related services (individually and collectively, the “Services”) for those certain goods (the “Goods”) and for that certain Customer (the “Customer”), each as more specifically set forth on the face side of this document.  Company and Customer may be individually referred to herein each as a “Party” or collectively as the “Parties”. The Services shall be provided pursuant to these terms and conditions, along with the information set forth on the face side hereof (collectively the “Receipt”).

2. Acceptance. Customer shall be considered to have accepted all of the terms and conditions of the Receipt (“Terms and Conditions”) upon either (a) tender of the Receipt on or before the date specified therein (the “Acceptance Date”); or (b) transferring the Goods into the custody of the Company. Company reserves the right to refuse acceptance of the Goods if Customer does not tender the Goods on or before the Acceptance Date, and/or if the Goods are not in material compliance with all requirements set forth in the Receipt.

3. Transportation Services. Customer hereby retains the services of Company for the transportation of the Goods from Customer’s place of business or such other specific locations Company will accept Goods to various destinations located in the United States. Company will accept transport tender of shipments as directed by Customer and load, transport, unload and deliver such shipments promptly and efficiently. Company will use its best efforts to load and deliver the shipments on time as specified by Customer or its customers.

4. Warehousing Services. Customer hereby retains the services of Company for the warehousing of Customer’s Goods. All Customer’s Goods shall be stored and maintained in a separate and secure location at the warehouse, in a manner to permit ready identification and inventory by Customer and others, Company shall promptly notify Customer of any condition with respect to the warehouse that would prevent or otherwise inhibit its performance of the warehousing services. All Goods entered for storage shall be deposited at the Company warehouse in a segregated manner, properly marked and packaged for handling. Customer shall furnish or cause to be furnished to Company, at or prior to such deposit, a manifest showing the Goods to be maintained and accounted for separately.

5. Tender of Goods. The Goods shall be tendered by Customer pursuant to all of the terms and conditions set forth in the Receipt and Company’s reasonable instructions communicated to Customer in connection therewith. Additionally, deposits should be:

(a) Made during Company’s normal business hours with proper advance written notice to the Company (along with Company’s prior approval of such date(s) and time(s) in order to properly prepare for any such delivery).

(b) Properly packaged and identified accurately, completely, and in a conspicuous manner on their container(s) and delivered with sufficient instructions in connection with their handling, transportation, and storage (including details respecting specialized handling instructions and safety procedures for individual items, and all required documentation for HAZMAT shipping is given to Company in accordance with 49 CFR 171, et. seq. (“Hazardous Items”). Notwithstanding anything set forth in the Receipt or elsewhere to the contrary, Company reserves the right to refuse acceptance of Hazardous Items, in whole or in part, in its sole discretion. To the extent that Company first discovers after acceptance of the Goods that some or all of their contents are hazardous, Company shall be entitled, at Customer’s sole risk and expense, to either: (i) immediately dispose of any such items; or (ii) require Customer to promptly pick up and remove such items from the warehouse.

(c) If Customer tenders the Goods by way of shipment, the Customer, and not the Company, shall be specified as the consignee (in care of Company). Without limitation on the foregoing, Company does not, and will not, maintain beneficial title or interest in the Goods.

(d) Customer represents and warrants that it is the owner or lawful possessor of the Goods, and not held in violation of any law, rule, regulation, or agreement with any third-party.

6. Bill of Lading. Each shipment hereunder will be evidenced by a uniform motor carrier bill of lading or other receipt as may be agreed to by the Parties containing substantially similar term and conditions. Such bill of lading or other receipt shall be signed by Company’s representatives and shall include the kind and quantity of Goods received and delivered by Company at the loading and unloading points. Company must inspect each shipment prior to transport and note any exception to the quantity or quality of freight received on the corresponding bill of lading. A clean bill of lading shall indicate Company inspected and received the Goods in good order and condition and is responsible for delivery of the Goods in the same condition. In the event of a conflict between the terms and conditions of such bill of lading or receipt and these Terms and Conditions, these Terms and Conditions shall control.

7. Indemnification. The Customer shall indemnify, defend and hold harmless the Company, its affiliated entities and the officers, directors, shareholders, employees, agents, successors and assigns from and against any and all losses, costs, expenses, claims, demands, liabilities, investigations, suits, actions or judgments (including all reasonable attorneys’ fees and reasonable expenses) arising out of relating to or resulting from injuries to or the death of any person or persons, or arising out of, relating to or resulting from the loss or damage to the property of any person or persons, including the property of Customer (excluding loss or damage to Customer’s property covered elsewhere in these Terms and Conditions).

8. Access to and Release of Goods. Provided that Customer has paid its invoice in full, Customer shall be entitled to request a release of some, or all of the Goods tendered to Company. In order to do so, Customer must provide Company with written notice detailing which Goods it would desire to have released. Company will use all reasonable efforts to release the requested Goods within a reasonable time following receipt of such written notice. Customer shall be responsible for all costs and expenses associated therewith (including, without limitation, carrier and other third-party charges). The Company may, without liability, rely upon the information and directions received in such written notice or other communication(s) with respect to such release.

9.  Abandoned Goods. Notwithstanding anything herein to the contrary, if at any time Company determines, in its reasonable discretion, that any Goods in its possession or facility in connection with these Terms and Conditions have been abandoned by Customer, Company may demand in a written notice to Customer that Customer, at its sole cost, remove or cause to be removed from any Company warehouse or storage facility such Goods and that Customer make payment of all fees, expenses and costs due; provided, however, Company shall have the right, but not the obligation, to refuse and stop any such removal, until Customer makes payment of all charges, fees, expenses and costs due hereunder. If such payment is not so made and such Goods are not so removed within sixty (60) calendar days of such written notice, such Goods shall then become, without any further notice to or action of Customer, the sole property of Company.

10. Lien on Goods. In order to secure Company’s right to receive all payments due hereunder from Customer, including payments due in connection with performance of the Services, Company shall have a lien on the Goods immediately upon their tender hereunder, as well as upon the proceeds from their sale (if and as applicable). This lien may be enforced by Company at any time, including, without limitation, by selling all or part of the Goods; provided, however, that any activities pursued hereunder shall be in compliance with all applicable laws, rules, and regulations.

11. Charges, Expenses, Additional Charges, and Taxes. Company shall invoice Customer on a monthly basis and Customer shall render payment to Company within thirty (30) days of receipt of Company’s invoice. The Parties agree to adjust incorrect invoices and billings and deficient Services on a quarterly basis. A late charge to 1.5% per month determined daily from the date of the invoice will be due to Company on invoices not paid within thirty (30) days of Customer’s receipt of the invoice. In the event Customer defaults on its payment obligations hereunder, Customer agrees that it shall also be responsible for and liable to Company for all costs incurred by Company in collection of such outstanding amounts, including court costs and reasonable attorneys’ fees.

 (a) Monthly Trucking Charges. The monthly (weight and distance based) charges and related fees are set forth on the face of the receipt. Trucking services are provided on a month-to-month basis. All rates are subject to change by the Company every twelve (12) months.

(b) Monthly Storage Charges. The monthly (weight based) storage charges and related fees are set forth on the face of the Receipt. Goods are stored on a month-to-month basis. All rates are subject to change by Company every twelve (12) months.

(c) Expenses. In addition to the monthly storage charges, Customer shall be responsible for the expenses set forth on the face of the Receipt (which shall include labor and insurance charges).

(d) Additional Charges. If Customer requests additional services other than those contemplated for hereunder, such services shall be billed to Customer at Company’s then current rate therefor. No additional services shall be rendered by Company until and unless Customer executes an addendum hereto setting forth any such services and related fees. Additional services may include, by way of example, receiving goods outside of normal business hours, supplying packing materials, or providing insurance for some or all of the Goods.

(e) Taxes. All charges are exclusive of all applicable sales, use, and excise taxes, along with any other applicable taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable hereunder by Customer. Customer shall not be responsible for any taxes or similar charges to the extent imposed on Company’s income, revenues, or real or personal property.

12. Consideration. Payments for the Services shall be made by Customer to Company hereunder on a monthly basis pursuant to Company’s invoice issued in connection therewith. Payment shall be made by Customer within ten (10) days following the date of such invoice. Invoices will be issued in advance of the month to which they relate. All payments hereunder shall be made in U.S. Dollars and delivered to Company at the address set forth on the face of the Receipt. Any amounts not paid by Customer when due shall be subject to interest charges from the date due until paid, at the rate of one and one-half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly. As set forth in Section 8, above, release of Goods is subject to Customer’s full payment obligations having been met in advance. If any amounts due to Company from Customer becomes past due for any reason, Company may, at its option and without further notice, withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Company obligations hereunder.

13. Collection Expenses. If Company incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due hereunder, Customer agrees to reimburse Company for all such costs, expenses and fees.

15. Limitation of Liability. IN NO EVENT SHALL COMPANY BE RESPONSIBLE OR LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES OF ANY TYPE OR NATURE WHATSOEVER AND HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF ANY PROVISION OF THESE TERMS AND CONDITIONS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE TO THE COMPANY OR COULD HAVE BEEN REASONABLY FORESEEN BY THE COMPANY, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY UNDER THE THESE TERMS AND CONDITIONS EXCEED THE TOTAL OF THE AMOUNTS PAID TO COMPANY HEREUNDER FOR THE SERVICES RENDERED, OR $1,000.00, WHICHEVER IS LESS.

16. Termination. Company may terminate the provision of any Services hereunder immediately upon the occurrence of (i) Customer’s breach of any of the terms hereof, including without limitation, its obligations to make all payments in a timely manner; (ii) Customer’s insolvency, bankruptcy (including the filing of a petition in connection therewith), or involvement in proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors; or (iii) Company’s discovery, after the Goods have been tendered, that they, in whole or in part, are Hazardous Items. These Terms and Conditions will also cease to be of any effect immediately and without further notice of any other affirmative action by the Company, upon the ninetieth (90th) day following the last day that storage or other Services have been performed by Company hereunder. Company also maintains the right to terminate its provision of Services, in its sole discretion and without cause, at any time by providing sixty (60) days’ prior written notice to Customer.

If Services are terminated for any reason, Customer shall promptly make arrangements to have all Goods removed from all of the Company’s property, subject to payment of all outstanding fees and other charges of any kind due hereunder. If Customer does not promptly remove such Goods, Company may, without liability of any kind, remove the Goods and sell the Goods at public or private sale without advertisement and with or without notification to all persons known to claim an interest in the Goods (to the last known place of business of the person to be notified) in the manner provided by law. If Company, after a reasonable effort, is unable to sell the Goods, it may dispose of them without liability in any lawful manner.

17. Force Majeure. Company shall not be liable or otherwise held responsible for any delay or failure in fulfilling any obligation set forth in these Terms and Conditions when such delay or failure is caused by or arises out of acts or circumstances beyond the reasonable control of Company, including without limitation, acts of God, flood, earthquake, explosion, fire, inclement weather, governmental actions, invasion war, or hostilities, terrorist threats or acts, riot, or other civil unrest, revolution, insurrection, national emergency, epidemic, pandemic, local disease outbreak, public health emergency, communicable diseases, quarantines, lockouts, strikes or other labor disputes, or restraints or delays affecting carriers, or inability or delay in obtaining supplies of any kind, or power outage(s), or other similar or different occurrences beyond the reasonable control of the Company (each a “Force Majeure Event”). Additionally, if Company is or has been unable to remove and/or deliver the Goods, in whole or in part, due to any Force Majeure Event, the Goods shall continue to be subject to the storage and related charges until they are actually removed and/or delivered.

18. Governing Law and Venue; Attorney’s Fees: These Terms and Conditions shall be governed by the laws of the State of Illinois without giving effect to its conflict of laws principles. The Customer hereby agrees that any action arising out of these Terms and Conditions will be brought solely in the state or federal courts located in Illinois, Cook County, Chicago. Both parties hereby submit to the exclusive jurisdiction and venue of any such court. In connection with any lawsuit, action, hearing, or other proceeding that may be held in order to enforce the terms hereof, the prevailing party shall be entitled to recover its reasonable outside legal fees and related costs.