Circle Logistics Inc.
1950 W. Cook Road, Suite 102,
Fort Wayne, IN, 46818
Terms and Conditions
This agreement consists of the terms and conditions (“Terms and Conditions”) between the
customer (“Customer”) and Circle Logistics Inc. (“Circle Logistics”) which is a transportation
property broker registered with the Federal Motor Carrier Safety Administration (the “FMCSA”),
docket number MC 761291 and USDOT Number 2249750. Customer understands that Circle
Logistics is not a motor-carrier, rail carrier, freight forwarder, ocean carrier or any other type of
third-party transportation provider (collectively, “Carriers”); Circle Logistics contracts with such
third-party Carriers on Customer’s behalf for the purpose of arranging transportation of
Customer’s goods (“Services”). These Terms and Conditions are intended to establish and explain Circle Logistics’ Services.
Unless otherwise agreed to in a written agreement signed by Circle Logistics’ authorized representative,
these Terms and Conditions apply to all Services and the related shipments.
The Terms and Conditions are made for the sole benefit of the Parties. Except as expressly provided herein, no
other person or entity is intended to or shall have the rights or benefits hereunder, whether as
third-party beneficiaries or otherwise.
A. Carrier Agreements and Shipping Documents.
Circle Logistics will arrange for transportation by contracting with Carriers on the Customer’s behalf.
Those contracts are applicable to Customer’s shipment and may be documents such as bills of ladings (“BOL”),
rail transportation agreements, tariffs, circulars, rules and other such
publications in effect at the time of the shipment (collectively, “Shipping Documents”). Customer
is responsible for requesting the Shipping Documents from Circle Logistics and reviewing the
documents. Circle Logistics is not obligated to provide to Customer copies of Shipping Documents, or any information contained therein.
The Terms and Conditions govern the relationship between Circle Logistics and Customer and shall not be amended or altered by any Shipping Documents.
The terms of Shipping Documents will be subordinate to the provisions of these Terms and
Conditions and any written agreement signed by Customer and Circle Logistics. Any change or
notation made on the Shipping Documents that is in any way inconsistent with the provisions of
these Terms and Conditions and any applicable written agreement that signed by Circle Logistics
will be considered as a notation made for the private benefit and information of the consignor or
consignee and will not be binding on Circle Logistics.
Shipping documents also include any documents tendered with a shipment, such as BOLs issued by
the Carrier, Circle Logistics, Customer or Shipper; such Shipping Documents will still serve solely
as a receipt indicating transfer of the shipment
(but will not constitute Circle Logistics’ transportation provider’s verification of the nature, condition, number or volume of the
shipment’s contents). Any such documents that identifies Circle Logistics as the carrier will not
change Circle Logistics’ relationship with or obligations to Customer or the nature of Circle
Logistics’ role in arranging for transportation services as a transportation broker.
B. Customer’s Warranties and Representations.
Circle Logistics may modify these Terms and Conditions at any time and for that reason,
Customer warrants it will periodically review these Terms and Conditions for compliance.
Customer represents and warrants that Customer will comply with all laws, rules and industry
standard practices that are applicable to Customer’s shipments. Customer agrees to furnish any
necessary information and documents that are necessary to comply with such laws. Circle Logistics
assumes no liability for any loss or expense due to the failure of the Customer to comply with this
paragraph and Customer shall defend, indemnify and hold Circle Logistics harmless for any claims
or damages resulting from violation of this paragraph, including attorney’s fees and costs.
C. Payment.
Unless agreed otherwise in a written agreement signed by Circle Logistics’ authorized
representative and subject to Circle Logistics’ credit approval, payment will be due within thirty
(30) days of invoice date. If an invoice is not paid on or before the due date, such invoice will be
subject to a late charge from the date payable until payment in full at 1.5% per month, or such
lesser amount as may represent the maximum rate permitted by applicable law. If Circle Logistics
is required to utilize the services of a collection agency or attorneys to collect any amounts due,
Customer will be responsible for reasonable collection costs, attorney fees, court costs and other reasonable expenses incurred in collecting amounts owed.
Circle Logistics may apply additional charges and late fees at its discretion. Circle Logistics shall also use its discretion on how to apply
funds paid to Circle Logistics (e.g. payment may apply to oldest or most recent invoice(s)).
Overpayments do not accrue interest and may be refunded or credited to future charges against Customer’s account in Circle Logistics’ sole discretion.
When Circle Logistics pays a service provider for transportation services that were arranged on
Customer’s behalf, Customer recognizes that Circle Logistics receives and reserves the service
provider’s legal rights to collect payment from Customer and any other third-party entities (such
as those who signed the applicable BOL); Circle Logistics also receives any and all rights to that
service provider’s legal rights regarding liens against Customers goods for unpaid freight charges.
Customer waives any defenses it may have pursuant to any agreement Circle Logistics and the Carrier with regards to unpaid freight charges
Customer shall not withhold payment as a setoff because of a dispute or claim with Circle Logistics
or Carriers, including claims for overcharge, duplicate payment or other invoice-related disputes
or for claims of loss, damage or delay of freight or equipment.
Circle Logistics may grant credit to Customer which such credit shall be governed by these Terms
and Conditions. Customer agrees to undergo a credit review and background search. Circle
Logistics reserves the right to deny credit to Customer at any time for any reason. When paying
by credit card or electronic funds, Customer will be responsible for all charges due and owing,
including any adjustments on account or Customer’s shipment. The Customer authorizes Circle
Logistics to charge Customer’s credit card or bank account for any charges. If Customer breaches
(including anticipatory breach) any payment terms, Circle Logistics may alter the payment and
credit terms and Circle Logistics’ discretion.
D. Liability and Disclaimer of Warranties
CIRCLE LOGISTICS SHALL NOT BE LIABLE FOR ANY LOSS, CLAIM, LIABILITY, OR DAMAGE
UNLESS PROXIMATELY CAUSED BY CIRCLE LOGISTICS’ GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT. IN NO EVENT, SHALL CIRCLE LOGISTICS, OR ITS THIRD-PARTY CARRIERS, BE
LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING
DAMAGES RELATING TO LOSS OF PROFITS OR INCOME, WHETHER OR NOT SUCH DAMAGES
WERE REASONABLY FORESEEABLE OR MADE KNOWN.
Customer acknowledges that in order to provide competitive rates for the services, the Parties
have agreed as a material term of this Agreement that Circle Logistics’ liability—if any—shall be
limited to the fees that Circle Logistics has earned with respect to the subject shipment.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CIRCLE LOGISTICS MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO SHIPMENTS,
GOODS IN TRANSIT, DELIVERY STATUS, CONDITION OF GOODS OR WITH REGARD TO THE
INFORMATION PROVIDED ON THE WEBSITE OR SERVICES RELATED TO TRANSACTIONS
CONDUCTED ON THIS WEBSITE. CIRCLE LOGISTICS CANNOT GUARANTEE DELIVERY BY ANY SPECIFIC TIME OR DATE.
Customer acknowledges the following: (i) that Circle Logistics is a property broker, not a motor-
carrier which means that Circle Logistics arranges for transportation, but does not transport the goods;
(ii) Circle Logistics will confirm the FMCSA authority and insurance of the selected Carrier,
but Circle Logistics does not guarantee that either will exist at the time of transport;
(iii) Customer’s dispute(s) arising from the transportation of the goods shall be with the Carrier, not
Circle Logistics; (iv) Customer must purchase broad form cargo insurance for the transportation of
goods as Customer understands that Carriers may have limitations of liability or insurance
coverage gaps; and (v) there are risks to the Customer’s business that are associated with
transporting goods and Customer understands and accepts such risk; for example, accidents, cargo
loss, damage, and delay.
E. Rates, Charges and Fees.
Customer shall be liable for all charges related to or arising from Customer’s shipment; such
charges may include- but are not limited to- transportation, fuel, accessorials, duties, customs
assessments, governmental penalties, fines and taxes. Circle Logistics reserves the right to amend
or adjust charges and to re-invoice the Customer in the following events if: (i) Customer provides
incorrect information; (ii) service provider executed additional services; and/or (iii) Customer
authorized service provider to perform additional services. If Customer disputes Circle Logistics’ invoice(s),
Customer shall provide written notice of such dispute, specifically indicating the nature
of the dispute. Such notice must be provided within five (5) days from the date of the invoice. In
the event Circle Logistics does not receive timely written notice of the dispute, the charges will be
conclusively presumed to be valid. Rates shown in emails and confirmation sheets may be different
from the actual charges for Customer’s shipment. Differences may occur based on actual weight, dimensions, and other factors.
All rates Circle Logistics provides to Customer are confidential. Customer is not permitted to
disclose or make available any rate quotes to persons or entities other than its employees and
agents who need to know the rate quotes to perform their transportation-related obligations.
During the time that Circle Logistics’ rate quote remains outstanding and in effect, neither Circle
Logistics nor the Customer should disclose to persons or entities outside the respective
organizations any confidential information obtained from the other party in connection with the
issuance of a rate quote, including the rate levels, expected volume of traffic and origins and
destinations. These confidentiality restrictions will not apply to information that is generally
available to the public, that is independently developed by a party without use of the other party’s
information, that was known to a party before disclosure by the other party, or that is obtained
from another source without violation of any confidentiality obligations.
F. Cargo Claims
Circle Logistics may assist Customer with the processing of cargo claims. Although Circle Logistics
will assist with processing cargo claims, Circle Logistics has no responsibility or liability for processing cargo claims.
Where a damage claim is submitted with Carrier on behalf of Customer,
Circle Logistics shall have a lien on any amounts recovered to the extent of open past due invoices
on the Customer’s account. The Customer acknowledges a claim for damages does not relieve it for
payment under these Terms and Conditions. Timely payment is a condition precedent to claim
processing. The Customer will look solely to its own insurance policy, a Shipper’s interest policy,
or insurance provided by the carrier for damage to goods in transit. The Customer agrees to
notify Circle Logistics in advance to the shipment whether Customer wants to purchase insurance
for the shipment. Unless Customer and Circle Logistics have agreed otherwise in writing and signed by an authorized
Circle Logistics representative, Customer shall agree that the following Carrier terms shall apply as
well:
Cargo claims shall be processed in accordance with 49 CFR Part 370 and the Carrier’s liability
shall be governed by 49 USC 14706 (the “Carmack Amendment”) and any applicable carrier
agreements with Circle Logistics or tariffs. Customer shall submit any cargo claim within three (3)
weeks of delivery; unless the damage is concealed, which Customer shall notify Circle Logistics
within five (5) business days from delivery and give the carrier five (5) business days for inspection.
Shipper agrees to comply and be bound to Carrier’s on-hands notices regarding the disposition
and/or storage of freight. Unless Carrier has a more restrictive term in its tariff or bill of lading,
Carrier’s liability shall be limited to a maximum of $100,000 per shipment.
Carrier is not responsible for any damage or loss to temperature-controlled cargo (including any
cargo governed by the FDA) unless customer, in advance, provides Carrier with written notice and
instructions for handling the shipment and an authorized Carrier representative (Manager or
Director) has signed the notice. A bill of lading shall not be considered “notice” of handling
requirements and shall not be binding. If Consignee rejects a shipment and immediate disposition
instructions are not provided, Carrier may dispose of the goods at its discretion. Customer shall be
responsible for any disposition fees and freight charges. Carrier is not liable for any claims that
only arise from, or as a result of, a broken seal, missing seal, tampered seal, or mismatched seal
number. Seal integrity shall not be the only evidence used to support a claim; claimant must
provide additional evidence which supports actual loss or damage to the goods.
All claims arising from international shipments shall be governed by the Carmack Amendment.
Carrier’s liability shall be limited to $1.00 per pound, unless customer requests, in writing, more
coverage for a higher rate in advance. Carrier shall not be liable for any cargo damage, loss, injury
or delay occurring in Mexico. If Carrier agrees otherwise in writing to accept liability, Carrier’s
liability is limited to $0.25 per pound. If this geographical liability limitation is judicially or otherwise determined to be ineffective for any reason whatsoever,
then Carrier’s liability for loss or damage shall be limited to $1.00 per pound.
G. No Third-Party Beneficiary Rights.
These Terms and Conditions are not intended to and shall not be construed to give any third- party any interest or rights
(including, without limitation, any third-party beneficiary rights)
with respect to or in connection with any agreement or provision contained herein or
contemplated hereby.
H. Waiver.
No waiver of any provision of this Agreement, or of the breach thereof, shall be construed as a
continuing waiver or shall constitute a waiver of any other provision or breach. This Agreement is
for specified services pursuant to 49 USC 14101 (b). To the extent that the provisions herein are
inconsistent with Part (b), Subtitle IV, of Title 49 USC (ICC Termination Act of 1995) the Parties
expressly waive all rights and remedies they may have under the Act.
I. Severability.
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a
portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent
permissible so as to effect the intent of the parties, and the remainder of this Agreement shall
remain in full force and effect.
J. Governing Law and Limitation to File Suit.
These Terms and Conditions shall be governed by and construed in accordance with federal
transportation laws and laws of the State of Indiana without reference to its conflicts of law
provisions. Any lawsuit arising from Circle Logistics’ Services or arising from these Terms and
Conditions shall be brought and adjudicated in a count located in Allen County, Indiana. ANY
CAUSE OF ACTION ARISING CUSTOMER HAS FROM CIRCLE LOGISTICS’ SERVICES MUST BE
INITIATED WITHIN ONE (1) YEAR FROM THE DATE OF WHEN THE CLAIM ARISES.
K. Complete Agreement.
This Agreement constitutes the entire agreement between Customer and Circle Logistics and
supersedes any prior or contemporaneous understandings, representations, statements or
agreements, written or oral. No amendment to or modification of this Agreement will be binding
on Circle Logistics without Circle Logistics’ written consent. Circle Logistics may modify this
Agreement at any time for any reason.