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Terms and Conditions
TERMS AND CONDITIONS**
The Customer (“Customer”) and Hoplite Logistics LLC, an Illinois limited liability company (“Hoplite”), hereby agree as follows:
1. Parties
Customer is a Shipper, Consignee, authorized Property Broker, or authorized Freight Forwarder of certain goods it wishes to have arranged for transportation by Hoplite. Hoplite Logistics LLC is registered as a transportation freight broker with the FMCSA under docket number MC-1589901 with offices at 1400 Van Buren St NE, Suite 200, No 32, Minneapolis, MN 55413. Hoplite is not acting as a Motor Carrier, Common Carrier, or Contract Carrier within the meaning of USC Title 49. Hoplite contracts with various freight carriers (“Carriers”) on behalf of Customer for the purpose of arranging transportation of Customer’s goods in interstate and foreign commerce. Hoplite reserves the right, in its sole discretion, to refuse any shipment at any time. Hoplite and the Customer may collectively be referred to as the “Parties,” and individually as a “Party.”
2. Tariffs; Terms and Conditions of Carrier.
In the event of a conflict between this Agreement and any applicable carrier tariff, this Agreement shall govern. Customer is responsible for requesting and reviewing tariffs in effect with a designated carrier. Hoplite is not obligated to provide copies of carrier tariffs or related information.
3. Bills of Lading.
Customer shall use Hoplite’s system-generated Bill of Lading (“BOL”). Customer shall complete all necessary documents for carriage consistent with the requested services. If Customer fails to properly complete required documents, Hoplite may, but is not obligated to complete, correct, or replace documents on Customer’s behalf without liability. All BOLs are non-negotiable and deemed prepared by the Customer. Hoplite shall have no obligation to honor any unauthorized BOLs, altered BOLs, or shipments tendered to any carrier not designated by Hoplite.
4. Customer Representations and Warranties.
Customer represents and warrants compliance with all applicable laws, including customs and export laws. Customer shall provide all required information and documents. Any person acting on Customer’s behalf warrants authority to bind Customer. Customer shall indemnify, defend, and hold Hoplite harmless from any claims or expenses resulting from Customer’s non-compliance.
5. Payment.
All charges are payable in U.S. Dollars within thirty (30) days from delivery or from when a reasonable delivery time has elapsed. Past-due invoices bear interest at 1.5% per month. Payments are applied to the oldest outstanding invoices. Overpayments do not accrue interest. Customer is responsible for all collection costs, including attorney’s fees.
6. Credit Approval.
Payment terms and credit limits are subject to Hoplite’s credit approval. Customer authorizes Hoplite to perform credit and background checks. Customer agrees to responsibility for all charges when paying by credit card or electronic payment. Where allowable by law, credit card payments may incur a surcharge of up to 3%.
7. Determination of Charges.
Customer is liable for all charges associated with its shipments, including transportation, fuel, accessorials, and governmental charges. Hoplite may amend or adjust charges if initial quotes were based on incorrect information, if additional services were required, or if Customer authorized changes. Invoice disputes must be made in writing within thirty (30) days. Otherwise, charges are conclusively presumed valid.
8. Lien.
Hoplite shall have a lien on any shipment for all sums due and may exercise rights of lien enforcement as permitted by law.
9. Claims and Limitations of Liability.
Hoplite is not liable for loss, damage, misdelivery, or non-delivery arising from Carrier acts, Customer acts, natural events, improper packaging, regulatory interventions, or any causes beyond Hoplite’s control. Customer acknowledges that Hoplite’s liability, if any, is strictly limited to the brokerage fees earned on the specific shipment. Hoplite shall have no liability for simple negligence; only gross negligence is actionable.
10. Indemnity.
Customer shall defend, indemnify, and hold harmless Hoplite, its members, managers, employees, agents, and affiliated entities from and against any and all losses, damages, liabilities, fines, penalties, claims, demands, actions, suits, expenses, and costs (including reasonable attorney’s fees) arising out of or relating to:
- Customer’s breach of this Agreement;
- Customer’s negligence, willful misconduct, or omissions;
- Improper, inadequate, or unsafe packaging, loading, securing, labeling, or description of goods;
- Violation of any applicable law or regulation, including customs and export laws;
- Claims by carriers, insurers, or third parties arising from the transportation of Customer’s goods;
- Inaccurate or incomplete shipment information provided by Customer;
- Hazardous materials, whether declared or undeclared, tendered by Customer.
This indemnity shall apply regardless of whether the claim arises before, during, or after transportation, and shall survive termination of this Agreement.
11. Limitation of Liability.
Hoplite is a property broker only and is not liable as a motor carrier.
To the fullest extent permitted by law:
- Hoplite’s total aggregate liability, whether arising in contract, tort, or otherwise, shall be strictly limited to the amount of brokerage fees Hoplite earned on the specific shipment giving rise to the claim.
- Hoplite shall not be liable for:
- Indirect, special, incidental, punitive, or consequential damages;
- Loss of profits, loss of use, business interruption, or lost opportunity;
- Carrier acts or omissions;
- Acts of God or events beyond Hoplite’s control.
- Hoplite shall have no liability for any cargo loss or damage whatsoever, which shall be solely governed by the applicable motor carrier’s cargo liability.
- Any claim against Hoplite must be brought within one (1) year of the event giving rise to the claim, failing which the claim is forever barred.
These limitations apply even if Hoplite has been advised of the possibility of such damages.
12. Insurance.
Customer shall look solely to its own insurance or to the Carrier’s cargo insurance. Carrier tariffs govern cargo liability. Filing a cargo claim does not relieve Customer of payment obligations. Hoplite may assist with claims but is not responsible for Carrier decisions. Hoplite may offer optional shipper’s interest insurance, for which it has no claims liability.
13. Disclaimer of Warranties.
EXCEPT AS EXPRESSLY PROVIDED, HOPLITE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. HOPLITE DOES NOT GUARANTEE DELIVERY TIMES AND SHALL NOT BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES.
14. Rates.
LTL, TL, Air Freight, Van Line, and Flatbed rates follow standard industry rules and may include additional accessorials or over-dimension charges. Transit times are estimates and not guaranteed.
15. Guaranteed Services.
Guaranteed LTL services may be available for an additional charge. Claims relating to guaranteed service failures must be submitted to Hoplite within fourteen (14) days of delivery.
16. Attorneys’ Fees.
The prevailing party in any dispute arising from this Agreement is entitled to recover reasonable attorney’s fees and costs.
17. Binding Nature; Assignment.
This Agreement is binding upon the Parties and their successors. Neither Party may assign rights or obligations without written consent, not to be unreasonably withheld.
18. Headings.
Headings are for convenience only.
19. Execution.
This Agreement is binding upon Customer’s acknowledgment, acceptance of Hoplite’s website terms, private Policy or use of Hoplite’s BOL.
20. No Third-Party Beneficiaries.
No third party is intended to benefit from this Agreement.
21. Remedies.
Parties retain all legal and equitable remedies unless limited herein.
22. Construction.
No rule of strict construction applies against either Party.
23. Governing Law; Forum; Venue.
This Agreement is deemed executed, delivered, and performed in the State of Minnesota. Minnesota substantive law and applicable federal law govern this Agreement.
Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Hennepin County, Minnesota, and each Party consents to such jurisdiction and venue.
24. Modification; Complete Agreement.
Amendments must be in writing and signed by both Parties. This Agreement constitutes the entire agreement and supersedes prior agreements.
25. Materiality.
All representations and warranties are material and survive acceptance.
26. Severability; Integration.
Invalid provisions do not affect the remainder. This Agreement is integrated and complete.
27. Additional Instruments and Acts.
Parties shall execute additional documents reasonably necessary to effectuate this Agreement.
28. Interpretation.
Words include all genders and forms; “including” means “including without limitation.”
29. Authority.
Signatories warrant authority to bind their respective Parties.
