last mile terms and conditions 

GoFor Industries Inc.

Effective Date 01/01/2022

  1. Applicability.
    1. These Last Mile Terms and Conditions govern last mile transportation services provided by GoFor Industries Inc. (“Contractor”).  Contractor represents and warrants that it is duly and legally qualified to provide all transportation services contemplated herein, including that it will hold motor carrier authority issued by the FMCSA and that its drivers will be duly licensed for the provision of the services. If Contractor has entered into a written agreement signed by Contractor and a third party which incorporates these Terms and Conditions (each, 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.  Contractor and Customer may be referred to herein individually as a “Party” or collectively as the “Parties”.  
    2. Should Customer, either itself or via third parties, transport Goods prior to acceptance by Contractor for services, including, but not limited to, transportation to terminals or other points at which such Goods will be injected into Contractor’s network, in no event will Contractor 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.
  2. Tender.
    1. Unless otherwise agreed in a writing signed by the Parties, nothing in this Agreement shall be deemed to require Customer to tender a minimum value of Goods to Contractor, nor to require Contractor to transport a minimum volume of shipments for Customer. Contractor shall be free to service other customers during the term of this Agreement, and Customer shall be free to use the services of other motor carriers during the term of this Agreement.  Customer will advise Contractor of its service needs in sufficient time to allow Contractor to make necessary preparations to provide required services. 
    2. Customer represents and warrants that it is lawfully possessed of the Goods and has the right and authority to arrange for services by Contractor pursuant to this Agreement.  Customer agrees to defend, indemnify, and hold harmless Contractor from all claims made against Contractor, and all liabilities which Contractor pays or incurs, or which are alleged against Contractor, because of any dispute or litigation, which is instituted by Contractor or others, respecting Customer’s or any third party’s right, title or interest in any Goods.  
    3. Customer will provide Contractor with information that is accurate, complete, and sufficient to allow Contractor to comply with this Agreement, Customer’s instructions and all laws and regulations concerning the Services requested with respect to Goods. 
    4. Customer shall promptly notify Contractor 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 Contractor’s employees, subcontractors 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.  Contractor may refuse to accept any Goods that are identified per the above categories or that reasonably might cause infestation, contamination, or damage.  Contractor 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.  Contractor shall be under no obligation to provide special handling, nor otherwise provide specialized services with respect to any Goods unless agreed upon in a writing signed by Contractor and Customer.
    5. In no event will Customer tender any waste for storage or transportation or otherwise request service with respect to any waste.
    6. In no event will Customer make available to Contractor any personally identifiable information other than name and address information required for successful delivery and contained on the shipping label, that may be subject to laws intended to protect consumers including, but not limited to, the California Consumer Privacy Act, the Health Insurance Portability and Accountability Act, or the Illinois Biometric Information Privacy Act.
    7. Contractor does not offer or provide time definite service and makes no warranties or representations regarding transit times unless expressly agreed in a writing signed by an officer of Contractor.
  3. Rates, Charges and Payment.
    1. Rates and charges for Contractor’s services will be as set forth in one or more Exhibits to this Agreement.  Customer shall be responsible for, and will pay to Contractor, all such rates and charges, and all other amounts for which Customer is responsible hereunder.  In addition, Customer will be responsible for additional costs and charges incurred by Contractor in the provision of the services which are incurred by Contractor through no fault of its own.
    2. Except as may otherwise be specifically stated in an applicable Addendum, Contractor shall invoice Customer monthly for all Services.  Customer shall pay the amount invoiced in full and without offset or deduction within fifteen (15) days from the date of such invoice.  Payment shall be considered made when payments have been received by Contractor.
    3. In the event Customer disputes any invoices (or any part thereof), Customer shall provide Contractor with written notice of such dispute within thirty (30) 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 all portions of said invoice not in dispute.
    4. The rates and charges agreed by the Parties are based upon certain assumptions and information provided by Customer to Contractor.  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.
    5. Price adjustments will be made at least annually, however, changes can be made at any time throughout the year under special circumstances.  Price changes will be communicated to Customer 30 days in advance of their taking effect.
    6. 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 expert’s 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, excluding unresolved disputed charges.  Additionally, upon termination or expiration of this Agreement, Contractor is entitled to full payment including current charges and earned but unbilled charges.
    7. Customer shall pay Contractor interest at that of 12% per annum on any late payment, excluding unresolved disputed charges, together with any and all collection costs, including reasonable attorney fees, incurred by Contractor.
  4. Loss or Damage to Goods.
    1. Contractor shall be liable for loss or damage to Goods in accordance with 49 U.S.C. § 14706, except in no event will any such liability exceed the lesser of the cost to repair or replace the Goods in question, $10.00 per pound per package, or $100 per package.  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. 
    2. In no event will Contractor be liable for the consequences of delay in pick-up or delivery unless such delay constitutes a failure to exercise reasonable dispatch and results in actual loss of or damage to goods.
    3. Contractor will not have any liability for a claim for cargo loss, damage, delay or destruction unless: (i) a written claim meeting the requirements in 49 C.F.R. Part 370 is received by Contractor within nine (9) months of the date of delivery, or, if no delivery, then within nine (9) months of the date on which delivery should have occurred; and (ii) a legal proceeding is commenced against Contractor within two (2) years of the date of Contractor’s denial of all or any part of 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 Contractor, 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.
  5. Insurance.
    1. Contractor’s Insurance.
      1. Contractor shall procure and maintain, at its sole cost and expense Commercial General Liability (“CGL”) insurance and Commercial Automobile Liability insurance each in an amount not less than $1,000,000.00 (U.S. Dollars) per occurrence.
      2. Cargo liability insurance in an amount not less than $100,000 per load (in local currency).
      3. Contractor shall procure and maintain workers’ compensation coverage in accordance with applicable state law.Contractor shall furnish to Customer written certificates obtained from the insurance carrier or its broker showing that such insurance has been procured, is being properly maintained, and the expiration date.  Upon request of Customer or its designee, Contractor shall provide Customer with copies of the applicable insurance policies.
    2. Customer’s Insurance.
      1. Customer shall procure and maintain, at its sole cost and expense CGL insurance in an amount not less than $1,000,000.00 (U.S. Dollars) per occurrence which insurance shall also cover Customer’s contractual liability under this Agreement.
      2. Customer shall procure and maintain workers’ compensation coverage in accordance with applicable state law.
      3. Customer shall maintain property insurance covering the Goods from all risk of loss during storage and transit.  Such insurance shall be primary.  Customer shall obtain waivers of subrogation in favor of Contractor, its affiliated entities, and their subcontractors with respect to such insurance.
      4. Customer shall furnish to Contractor written certificates obtained from the insurance carrier or its broker showing that such insurance has been procured, is being properly maintained, and the expiration date.  Upon request of Contractor or its designee, Customer shall provide Contractor with copies of the applicable insurance policies.
  6. Indemnity.
    1. Customer agrees to indemnify, save harmless, and defend Contractor 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) Contractor’s compliance with or reliance on instructions provided by or on behalf of Customer; or (e) claims by third parties seeking to impose liability on Contractor with respect to loss, damage, delay or destruction to Goods in excess of the liability expressly assumed by Contractor hereunder.
    2. Contractor 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 Contractor; (b) Contractor’s breach of this Agreement; or (c) Contractor’s violation of any applicable law, rule or regulation.
    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.
  7. Miscellaneous.
    1. Contractor is entering into this Agreement as an independent contractor.  In no event will Contractor and Customer be deemed to be engaged in any relationship other than that of independent contractors.  Nothing herein shall be deemed to constitute or shall constitute a partnership, joint venture, or similar arrangement.  Contractor is free to arrange for provision of any Services by one or more subcontractors.
    2. In no event will either Party be liable for failure or delay in meeting its 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.
    3. The pursuit of any single remedy by a Party shall not be deemed an election of remedies or otherwise limit or preclude such Party’s right to pursue any other remedy or remedies.
    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.
  8. Governing Law. This Agreement shall be deemed to have been drawn in accordance with the statutes and laws of the state of Delaware.  In the event of any disagreement or dispute, the laws of Delaware shall apply.  All such disagreements or disputes shall be submitted to the court of proper jurisdiction in the state of Delaware and the Parties hereby agree to the exclusive jurisdiction of the courts located in the state of Delaware, and further waives 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.
  9. Waiver. The waiver by either Party of any default or breach of this Agreement shall not constitute a 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. The Parties hereby expressly waive any rights as allowed by 49 U.S.C. § 14101(b)(1) to the extent such rights conflict with or are inconsistent with this Agreement or with any Appendix hereto.  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.
  10. 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.
  11. Amendment. Contractor may amend this Agreement at any time without advance notice by posting an updated version of this Agreement to  The version of this Agreement in effect as of the date Contractor agrees to render services with respect to a specific consignment shall control the rights and obligations of the Parties with respect to such consignment.

4864-6323-0992, v. 1