Logistics Services Agreement Template

In this Agreement, unless the context otherwise requires, the capitalized terms set out below shall have the meanings ascribed to them.

"Affiliate" means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the power to direct the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

"Business Day" means any day other than a Saturday, a Sunday or a public holiday in [Place of Provider's Principal Office], on which commercial banks are generally open for business.

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of a Party to the other Party in connection with this Agreement, including pricing, customer lists, shipment data, operational methods and the terms of this Agreement, that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

"Consignment" means any goods, cargo, packages, pallets, containers or other items, whether single or multiple, tendered by or on behalf of the Customer to the Provider for carriage, handling or storage under a single Service Request or a single transport document.

"Dangerous Goods" means any goods, substances or articles that are classified as hazardous, dangerous or regulated for carriage or storage under any Applicable Law or under any international or modal transport regime applicable to the Services, including explosive, flammable, toxic, corrosive, radioactive, oxidizing, infectious and environmentally hazardous materials.

"Applicable Law" means all laws, regulations, orders, binding codes and mandatory requirements of any competent authority, including customs, export control, sanctions, safety, environmental and transport laws, that apply to a Party, the Services or the Goods.

"Fuel Adjustment" means the variable amount, expressed as a percentage of the Base Rate or as a fixed amount, applied to the Rates to reflect fluctuations in fuel costs, calculated in accordance with the mechanism set out in this Agreement.

"Goods" means the items comprising a Consignment, together with their packaging, pallets, containers, labels and any accompanying materials.

"Gross Weight" means the total weight in kilograms of the Goods affected, including packaging, pallets and any other material in which the Goods are presented to the Provider, as recorded in the transport document or, absent such record, as determined by the Provider upon weighing.

"Losses" means all losses, liabilities, damages, claims, fines, penalties, costs and expenses, including reasonable legal fees, whether direct or indirect.

"Rate Card" means the schedule of rates, charges, minimum charges and accessorial fees for the Services, as set out in Section 9 of this Agreement and as updated by the Provider in accordance with this Agreement.

"Services" means the transport, handling, warehousing, distribution and related logistics services to be performed by the Provider under this Agreement, as described in the Section governing the scope of services and as specified in each accepted Service Request.

"Service Request" means a request for Services submitted by the Customer to the Provider in accordance with the booking procedures set out in this Agreement.

"Surcharge" means any additional charge, other than the Fuel Adjustment, payable by the Customer on top of the Base Rate in respect of special circumstances, requirements or costs, as set out in this Agreement.

"Base Rate" means the standard charge for the Services set out in the Rate Card before the application of any Fuel Adjustment, Surcharge, tax or duty.

"Transport Document" means any waybill, consignment note, bill of lading, delivery receipt or equivalent document issued or accepted by the Provider in relation to a Consignment.

References to Sections are to sections of this Agreement; headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; "including" means "including without limitation"; and references to a statute or regulation include it as amended or replaced from time to time. In the event of conflict between this Agreement and any Transport Document, this Agreement shall prevail unless the Transport Document expressly states otherwise and is signed by an authorized signatory of the Provider.

The Customer hereby appoints the Provider, on a non-exclusive basis, to perform the Services for the Customer in respect of Consignments accepted by the Provider in accordance with this Agreement, and the Provider accepts such appointment.

The Services comprise [description of Services, e.g., road, rail, sea and air transport, handling, warehousing, cross-docking, distribution, and related services] in respect of the Goods, within the territory of [Territory] and in respect of the following categories of Goods: [Categories of Goods].

Nothing in this Agreement obliges the Customer to tender any minimum volume of Consignments, unless a minimum volume of [Minimum Volume Commitment, if any] is stated, in which case the Customer shall pay the Provider the shortfall charge specified in the Rate Card for any shortfall.

The Provider shall be entitled, without the consent of the Customer, to perform the Services through its Affiliates, subcontractors, carriers, agents and warehouse operators of its choice, and to select the mode, route, equipment and means of carriage and handling. The Provider shall remain responsible for the acts of such persons only to the extent and on the terms set out in this Agreement, and any such person shall be entitled to the benefit of all limitations, exclusions and defenses available to the Provider.

The Provider acts as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Parties, and neither Party has authority to bind the other, except that the Provider may act as agent of the Customer for the limited purposes of customs clearance, and the arrangement of services outside the Provider's own operations, where reasonably necessary for the performance of the Services.

The Provider may refuse or suspend any Service where, in its reasonable opinion, performance would be unlawful, unsafe or impracticable, or would expose the Provider, its personnel, its equipment or third parties to risk of harm, and the Provider shall have no liability to the Customer for such refusal or suspension.

The Provider may vary the manner of performance of the Services, including routes, schedules and facilities, where reasonably required for operational, safety, regulatory or commercial reasons, provided that the essential nature of the Services is not materially altered.

This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with its terms, shall continue for an initial term of [Initial Term Duration] (the "Initial Term").

Upon expiry of the Initial Term, this Agreement shall automatically renew for successive periods of [Renewal Period Duration] each (each a "Renewal Term"), unless either Party gives the other Party written notice of non-renewal at least [Non-Renewal Notice Period] before the expiry of the Initial Term or the then-current Renewal Term.

The Provider's obligation to perform Services shall commence on the date on which the first Service Request is accepted by the Provider in accordance with this Agreement, and the Provider shall have no obligation to commence any Services before the Customer has satisfied all credit, onboarding and documentary requirements reasonably imposed by the Provider.

The Provider may, in its discretion, require the Customer to complete a credit assessment and to provide trade references, financial statements or security, including a deposit, guarantee or letter of credit in the amount of [Security Amount], as a condition to commencement or continuation of the Services.

Where the Customer's credit position deteriorates, in the Provider's reasonable opinion, the Provider may require additional security or amend payment terms upon written notice.

The expiry or termination of this Agreement shall not affect any Service Request accepted before such expiry or termination, and the terms of this Agreement shall continue to apply to the performance of such Service Request until completion, unless the Provider elects otherwise in accordance with the termination provisions of this Agreement.

The Customer shall submit each Service Request in writing, by electronic means or through such portal or system as the Provider may designate, at least [Booking Lead Time] before the requested collection date, and each Service Request shall specify the nature, quantity, dimensions, Gross Weight and declared value of the Goods, the origin and destination, the requested collection and delivery dates, any special handling requirements and the consignee's details.

No Service Request shall bind the Provider until the Provider has confirmed acceptance in writing or by electronic means, or has taken possession of the Consignment, whichever occurs first. The Provider may accept or decline any Service Request in its sole discretion and shall have no liability for declining any Service Request.

Upon acceptance, the Provider shall issue or accept a Transport Document. Any terms in any Customer purchase order, booking form or other document that conflict with or supplement this Agreement shall have no effect unless expressly accepted in writing by an authorized signatory of the Provider.

The Provider shall be entitled to rely on the information provided by the Customer in the Service Request and Transport Document and shall have no duty to verify its accuracy, completeness or the contents of any Consignment, notwithstanding any inspection undertaken at the Provider's discretion.

Any amendment or cancellation of an accepted Service Request by the Customer shall be subject to the Provider's written consent, and the Customer shall pay all costs and charges incurred by the Provider as a result, including cancellation fees, redirection fees, wasted trip charges and storage charges at the rates stated in the Rate Card or, where not stated, at [Cancellation Fee].

The Provider may inspect, open, scan, weigh, measure or test any Consignment at any time to verify its description, weight or compliance with this Agreement and Applicable Law. Where an inspection reveals a discrepancy, the Provider shall be entitled to adjust the charges accordingly and to charge the Customer for the costs of inspection.

Receipt of a Consignment by the Provider shall be without prejudice to the Provider's rights and shall not constitute an admission that the Goods were received in good order or that the Customer has complied with its obligations.

The Customer shall ensure that all Goods are properly and sufficiently packed, secured, marked and labeled to withstand the ordinary risks of carriage, handling and storage, having regard to their nature, and in compliance with Applicable Law and any reasonable requirements notified by the Provider.

The Customer shall provide, at its own cost and in good time, all accurate and complete information, instructions and documentation required for the carriage, handling, storage, export, import, clearance and delivery of the Goods, including commercial invoices, packing lists, certificates of origin, licenses, permits and safety data sheets.

The Customer warrants and represents, in respect of each Consignment, that: it is the owner of the Goods or is authorized by the owner to enter into this Agreement and to accept its terms on the owner's behalf; the Goods are accurately described; the Goods are not Prohibited Goods; the declared weight, dimensions and value are accurate; and the Goods and the Customer's instructions comply with Applicable Law.

The Customer shall ensure that the consignee is ready, willing and able to accept delivery at the stated address during normal business hours, and shall be responsible for any failed delivery, waiting time, demurrage, detention, storage, return or redelivery costs resulting from the consignee's absence, refusal or delay.

The Customer shall be responsible for all customs duties, taxes, levies, fines and charges imposed by any authority in respect of the Goods, regardless of the party against whom they are assessed, and shall reimburse the Provider on demand for any such amounts paid by it.

The Customer shall be liable for any loss, damage, delay or expense suffered by the Provider, its personnel, its subcontractors, other cargo, equipment or third parties as a result of inadequate packaging, labeling, documentation or information, or the inherent vice, defect or nature of the Goods.

The Customer shall provide, at its own cost, suitable loading and unloading facilities and personnel at its own premises, and shall be responsible for the safe loading, stowage and securing of Goods where the Customer or its agents perform such operations.

The Customer shall not tender for carriage, handling or storage any Prohibited Goods. "Prohibited Goods" means: Dangerous Goods not declared in accordance with this Section; cash, bullion, precious metals and stones, negotiable instruments, securities and works of art; live animals and human remains; perishable goods requiring temperature control, unless expressly agreed in writing; counterfeit goods; weapons, ammunition and narcotics; goods the carriage of which is prohibited by Applicable Law; and any other goods identified as prohibited by the Provider in writing from time to time ([Additional Prohibited Goods]).

The Customer shall not tender any Dangerous Goods unless it has first given the Provider written notice of their nature, classification, quantity and handling requirements, and the Provider has expressly accepted them in writing. The Customer shall ensure that such Dangerous Goods are packed, marked, labeled and documented in accordance with Applicable Law and shall supply all required declarations and safety data sheets.

Where Prohibited Goods or undeclared Dangerous Goods are tendered, whether knowingly or not, the Provider may, without notice and without liability, refuse, unload, quarantine, destroy, neutralize, return, abandon or otherwise dispose of the Goods as it considers necessary, and may report the matter to the competent authorities. All associated costs shall be borne by the Customer.

The Customer shall comply, and shall ensure that the Goods and the consignee comply, with all Applicable Law, including laws relating to customs, trade controls, economic sanctions, anti-corruption, anti-money-laundering, health and safety, and the environment. The Customer shall not require the Provider to perform any act that would breach Applicable Law.

The Provider may suspend or terminate any Service immediately without liability if it reasonably suspects a breach of this Section or that the continued performance of the Services would violate Applicable Law, or would expose the Provider or its personnel or subcontractors to sanctions, penalties or risk.

The Provider shall have no liability for any loss of, damage to or delay of Prohibited Goods or of Dangerous Goods tendered in breach of this Section, nor for any seizure, detention, confiscation or destruction of Goods by any authority.

The Customer shall cooperate with all inspections, audits and investigations by any authority relating to the Goods, and shall promptly notify the Provider of any notice, claim or inquiry that may affect the Services.

The Provider shall perform the Services with reasonable skill and care, in accordance with generally accepted industry standards, and in compliance with Applicable Law applying to the Provider as a logistics service provider.

The Provider shall maintain, or shall procure that its subcontractors maintain, such licenses, permits and registrations as are required by Applicable Law for the performance of the Services.

The Provider shall handle, load, stow, carry, store and unload the Goods in a manner consistent with the nature of the Goods as described in the Service Request, and shall not be required to take any special precautions in respect of the Goods unless expressly agreed in writing and priced accordingly.

The Provider may carry the Goods together with the goods of other customers, may consolidate or deconsolidate Consignments, may transship, and may use any route, whether or not customary or direct, and may carry the Goods on deck or in open vehicles or containers where permitted by Applicable Law and consistent with customary practice.

Where the Goods are stored in the Provider's or its subcontractors' warehouses, the Goods shall be stored on an unsegregated basis unless otherwise agreed, at the Customer's risk as to inherent deterioration and as to matters beyond the Provider's reasonable control, and the Provider may relocate the Goods between facilities on reasonable notice. The Provider shall be entitled to storage charges as set out in the Rate Card.

The Provider shall have no obligation to provide any temperature-controlled, humidity-controlled or other special storage or carriage unless expressly agreed in writing, in which case the Provider's obligations shall be limited to the specified requirements and subject to the limitations in this Agreement.

Delivery shall be deemed complete when the Provider tenders the Goods to the consignee at the delivery address, or leaves them at such address in accordance with the Customer's instructions, or, if the consignee refuses or is unavailable, when the Provider notifies the Customer of such refusal or unavailability. Proof of delivery signed by any person at the delivery address shall be conclusive evidence of delivery.

Where Goods cannot be delivered, or remain uncollected or unclaimed for more than [Unclaimed Goods Period] after notification, the Provider may, after giving written notice to the Customer, sell, return, destroy or otherwise dispose of the Goods, and apply the proceeds towards sums owed to the Provider, with the Customer remaining liable for any shortfall.

Any pickup, transit and delivery times stated, quoted or published by the Provider or in any Transport Document are estimates only, are given in good faith, and are not guaranteed, and time shall not be of the essence in respect of any Service.

The Provider shall use reasonable efforts to meet the estimated times but shall not be liable for any delay, however caused, including delay arising from traffic, weather, customs, inspections, strikes, carrier or equipment failure, incorrect information or acts or omissions of the Customer or the consignee.

Where the Provider has agreed in writing to a specific delivery time for a Consignment, such agreement shall constitute a target only. The Customer's sole and exclusive remedy for any failure to meet such target shall be a claim for damages, subject always to the limitations, exclusions and conditions set out in the Section governing limitation and exclusion of liability, and in the Section governing claims procedure. No credit, refund, penalty, liquidated damages or right of termination shall arise by reason only of delay.

The Customer shall not be entitled to reject Goods, refuse delivery or withhold or set off payment by reason of delay, and shall remain liable to pay the full charges for the Services.

Any liability of the Provider for delay shall be conditional on the Customer having given written notice of the delay and of its intention to claim within [Delay Notice Period] of the date on which delivery was estimated to take place, and the Provider shall have no liability for delay unless the Customer has declared a special interest in timely delivery in writing before acceptance and paid any agreed supplementary charge.

The Provider shall not be liable for any indirect or consequential loss arising from delay, including loss of production, loss of market, loss of profit, contractual penalties or loss of goodwill.

The Customer shall pay for the Services in accordance with the Rate Card, which sets out the Base Rates per [Unit of Measure, e.g., kilogram, pallet, cubic meter, shipment or kilometer], minimum charges and accessorial fees, as follows: [Rate Card details to be inserted]. All amounts are expressed in [Currency].

The Provider may adjust the Base Rates on giving the Customer not less than [Rate Change Notice Period] written notice, and the adjusted Rates shall apply to all Service Requests accepted after the effective date of the adjustment.

A Fuel Adjustment shall apply to all Services and shall be calculated by reference to [Fuel Index or Reference Source] in accordance with the following formula or table: [Fuel Adjustment Mechanism]. The Fuel Adjustment shall be reviewed [Review Frequency] and shall be notified on invoices or through the Provider's published schedule.

The Provider may impose Surcharges, including for: remote or restricted area delivery; peak season; congestion or port delays; waiting time, demurrage and detention; special equipment or handling; re-delivery or failed delivery; customs clearance; security requirements; currency fluctuations; changes in tolls, levies or regulatory charges; and oversize, overweight or non-standard Goods. Surcharges shall be applied at the rates stated in the Rate Card or, where not stated, at the Provider's reasonable cost plus [Administrative Markup Percentage].

Charges shall be calculated on the greater of actual weight and volumetric weight, using the Provider's divisor of [Volumetric Divisor], as determined by the Provider on measurement, and the Provider's records shall be conclusive absent manifest error.

The Provider shall invoice the Customer [Invoicing Frequency], by electronic means, and each invoice shall itemize the Base Rate, Fuel Adjustment, Surcharges, duties, taxes and other charges. The Customer shall notify the Provider in writing of any invoice dispute within [Invoice Dispute Period] of the invoice date, failing which the invoice shall be deemed accepted.

All charges are exclusive of value added tax, sales tax, goods and services tax, withholding taxes and any similar taxes or duties, which shall be borne by the Customer. If the Customer is required by law to withhold any amount, it shall gross up the payment so that the Provider receives the full amount it would have received absent the withholding.

The Customer shall pay each invoice in full, in [Currency], within [Payment Period] of the invoice date, by wire transfer to the account designated by the Provider, without deduction, set-off, counterclaim or withholding of any kind. Time of payment is of the essence.

If the Customer fails to pay any amount when due, the Provider may, without prejudice to any other right or remedy, charge interest on the overdue amount from the due date until payment in full at the rate of [Late Payment Interest Rate] per [Interest Period], or the maximum rate permitted by Applicable Law if lower, together with a reasonable administrative fee of [Late Payment Fee].

The Customer shall reimburse the Provider on demand for all costs, including reasonable legal fees and collection agency charges, incurred in recovering overdue amounts.

Upon any payment default, the Provider may suspend all or any Services, withhold delivery of any Goods, require payment in advance, revoke credit terms and accelerate all amounts owing, in each case without liability and without notice, and any resulting delay or storage charges shall be for the Customer's account.

The Provider shall have a general and particular lien on all Goods and documents in its possession or control, whether or not relating to the Consignment in respect of which the amounts are due, as security for all sums owed by the Customer to the Provider under this or any other agreement or course of dealing, and for the cost of enforcing the lien.

If any sums remain unpaid for [Lien Enforcement Period] after written notice, the Provider may sell or otherwise dispose of the Goods subject to the lien, by public or private sale and without further notice to the extent permitted by Applicable Law, and apply the proceeds in or toward satisfaction of the sums owed and the expenses of sale, with any balance being accounted for to the Customer and any deficiency remaining payable by the Customer.

The Customer warrants that it has authority to grant the lien over the Goods and shall procure that the owner of the Goods is bound by the lien. The Provider's lien shall continue notwithstanding any subcontracting, suspension or termination.

The Provider shall be liable for physical loss of or physical damage to Goods only where such loss or damage occurs while the Goods are in the actual custody of the Provider, between the time of acceptance and the time of delivery, and is caused by the negligence of the Provider, and subject to the limitations, defenses and exclusions in this Agreement.

The Provider shall not be liable for loss of or damage to Goods arising from: act or omission of the Customer, the consignee or the owner; insufficient or defective packing, marking or labeling; handling, loading, stowage or unloading by any person other than the Provider; inherent vice or the natural deterioration of the Goods; Prohibited Goods or Dangerous Goods; strikes, riots, civil commotion or acts of war or terrorism; fire not caused by the Provider's negligence; theft by third parties through force; seizure or confiscation by authorities; events of Force Majeure; or any cause that the Provider could not reasonably have avoided.

The Customer shall inspect the Goods upon delivery and shall note any visible loss or damage on the Transport Document at the time of delivery. Delivery without such notation shall be prima facie evidence that the Goods were delivered in good condition and in accordance with the Transport Document.

The Customer shall give written notice of any claim for loss or damage within [Notice Period for Visible Damage] of delivery in respect of visible damage, and within [Notice Period for Non-Visible Damage] of delivery in respect of non-visible damage, and in respect of non-delivery within [Non-Delivery Notice Period] of the estimated delivery date. Written notice shall describe the nature and circumstances of the loss or damage and provide supporting documentation.

The Customer shall submit a fully documented claim for a specified amount, including the commercial invoice, packing list, Transport Document, photographs, inspection reports and proof of value, within [Claim Submission Period] of delivery or, in case of non-delivery, of the date delivery should have occurred. The Customer shall preserve the Goods, packaging and relevant evidence, and permit the Provider and its insurers to inspect them.

Any claim not notified and submitted within the periods stated in this Section shall be deemed waived and absolutely barred. In any event, any legal proceedings against the Provider shall be commenced within [Limitation Period for Legal Action] of the date of delivery or the date delivery should have occurred, failing which all rights are extinguished.

The Provider shall assess each claim in good faith and shall respond within [Claim Response Period] of receipt of a complete claim. Payment of any amount owed shall be made in [Currency], and the Customer shall not deduct any claim amount from sums owed to the Provider. The Provider shall be entitled to salvage, and any amounts paid shall be net of salvage value.

Any claims in respect of the Services against the Provider's subcontractors or other persons by the Customer shall be subject to the same limits and conditions as apply to claims against the Provider, and the Customer shall not bring any such claim in a manner that circumvents the limitations of this Agreement.

Subject to this Section, the Provider's total liability for loss of or damage to Goods, howsoever arising, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed [Liability Limit Amount] per kilogram of Gross Weight of the Goods lost or damaged, and where only part of a Consignment is lost or damaged, such limit shall apply only to the Gross Weight of the part affected, or, if the damage reduces the value of the whole Consignment, to the Gross Weight of the whole.

In addition to the per-kilogram limit, the Provider's aggregate liability in respect of any single event or series of connected events shall not exceed [Per-Event Cap], and the Provider's aggregate liability arising out of this Agreement in any [Contract Year/Calendar Year] shall not exceed [Annual Aggregate Cap].

Liability for loss of or damage to Goods shall in no event exceed the lesser of the actual, documented value of the Goods at the place and time of delivery or the cost of repair, and the limits shall apply irrespective of any value declared in any invoice or document, unless the Customer has, before acceptance of the Consignment, declared a higher value in writing and the Provider has agreed in writing to accept a higher limit and the Customer has paid the supplementary charge of [Declared Value Surcharge].

The Provider's liability for any loss, damage or expense other than physical loss of or damage to Goods, including delay, misdelivery, failure to perform, errors in documentation or advice, and customs-related losses, shall not exceed the lesser of the charges paid or payable for the Service giving rise to the claim and the amount calculated under the per-kilogram limit above.

The Provider shall not in any circumstances be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, consequential, special, incidental, punitive or exemplary loss or damage, or for any loss of profit, revenue, business, contracts, anticipated savings, goodwill or reputation, or for any loss resulting from delay, in each case whether or not foreseeable or whether the Provider has been advised of the possibility of such loss.

The limitations and exclusions in this Agreement shall apply to the fullest extent permitted by Applicable Law, and shall extend to and benefit the Provider's Affiliates, officers, employees, agents and subcontractors, who shall be entitled to enforce them. Nothing in this Agreement shall exclude or limit any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence or for fraud.

The Parties acknowledge that the rates charged by the Provider reflect the allocation of risk in this Agreement and the limits of liability herein, and that the Customer has had the opportunity to obtain additional cover through insurance and to declare a higher value.

The Customer shall, at its own cost, effect and maintain throughout the term of this Agreement, and for so long as any Goods remain in the custody or control of the Provider, comprehensive all-risks cargo insurance covering the Goods against loss or damage during carriage, handling, loading, unloading, transshipment and storage, for not less than the full replacement value of the Goods plus [Percentage Uplift] thereof.

The Provider is not obliged to insure the Goods, and no insurance shall be arranged by the Provider unless the Customer gives specific written instructions and the Provider confirms in writing that it has done so, in which case the Provider shall act solely as the Customer's agent, shall bear no liability for the insurer's failure or refusal to pay, and the premium and associated charges shall be paid by the Customer.

The Customer shall procure that the insurance policies include a waiver of subrogation in favor of the Provider, its Affiliates and subcontractors, and shall ensure that the insurers have no right of recourse against any of them, except in the case of the Provider's wilful misconduct, to the extent permitted by Applicable Law.

The Customer shall ensure that the policies name the Provider, its Affiliates and subcontractors as additional insureds, or as loss payees as their interests may appear, to the extent of their respective interests, and shall provide that such policies are primary to any insurance maintained by the Provider.

The Customer shall provide the Provider with certificates of insurance upon request and within [Certificate Delivery Period] of the Effective Date, and shall give the Provider not less than [Insurance Cancellation Notice Period] prior written notice of cancellation, non-renewal or material change.

The Customer shall be solely responsible for all deductibles, exclusions and uninsured amounts. The Customer's failure to maintain insurance shall not increase the Provider's liability, and the Provider's liability shall remain limited as stated in this Agreement irrespective of the existence or scope of the Customer's insurance.

The Provider shall maintain such liability insurance as it deems appropriate or as is required by Applicable Law, but the amounts of such insurance shall not be construed as extending or defining the Provider's liability under this Agreement.

The Customer shall indemnify, defend and hold harmless the Provider, its Affiliates and their respective directors, officers, employees, agents and subcontractors (the "Provider Indemnitees") from and against all Losses arising out of or in connection with any third-party claim, demand, action or proceeding relating to the Goods or the Services, including claims by the owner or consignee of the Goods, or by any other person with an interest in the Goods, in excess of the Provider's liability under this Agreement.

Without limiting the preceding clause, the Customer shall indemnify the Provider Indemnitees against all Losses arising from: any breach by the Customer of this Agreement or any warranty given by it; inaccurate, incomplete or misleading information, instructions or documentation provided by the Customer; the tender of Prohibited Goods or of Dangerous Goods in breach of this Agreement; inadequate packaging, marking or labeling; any violation of Applicable Law by the Customer, the consignee or their agents; the imposition of customs duties, taxes, fines, penalties or charges relating to the Goods; and claims by any person relating to infringement of intellectual property rights in the Goods.

The Customer shall indemnify the Provider Indemnitees against any injury to or death of any person, and any damage to property, including the Provider's vehicles and facilities and other customers' goods, caused by the Goods, or by the acts, omissions or negligence of the Customer, the consignee or their respective personnel, agents or contractors.

The Provider shall notify the Customer promptly of any claim for which indemnification is sought, provided that failure to give prompt notice shall relieve the Customer of its obligations only to the extent it is materially prejudiced. The Provider shall be entitled to control the defense and settlement of any such claim, at the Customer's expense, and shall consult with the Customer in good faith in respect of any settlement that requires payment by the Customer.

The Provider shall indemnify the Customer only against Losses arising from third-party claims for bodily injury or death, or damage to tangible property, to the extent caused by the gross negligence or wilful misconduct of the Provider in the performance of the Services, and in all cases subject to the limitations and exclusions in this Agreement.

The indemnities in this Section shall survive the expiry or termination of this Agreement, and shall be in addition to, and not in substitution for, any other rights or remedies available to the indemnified party.

Neither Party shall be in breach of this Agreement, nor liable for any failure or delay in performing any obligation (other than an obligation to pay money), to the extent such failure or delay is caused by an event beyond its reasonable control (a "Force Majeure Event").

Force Majeure Events include: acts of God; fire, flood, storm, earthquake, extreme weather or natural disaster; epidemic or pandemic and any related governmental measures; war, hostilities, terrorism, civil unrest or sabotage; strikes, lock-outs or other labor disputes; embargoes, sanctions, import or export restrictions, border closures, or changes in law or governmental action; accidents, road, port, airport, or rail closures or congestion; failure of public utilities, communication networks, or information systems, including cyber-attacks; shortages of fuel, labor, equipment or transport capacity; and the failure or delay of subcontractors or third-party carriers caused by any such event.

The affected Party shall use reasonable efforts to notify the other Party of the Force Majeure Event as soon as reasonably practicable and to mitigate its effects, but the Provider's failure to give notice shall not deprive it of the relief provided in this Section.

During a Force Majeure Event, the Provider may, in its discretion and without liability, suspend, reroute, delay or cancel any Service, store the Goods at the Customer's risk and expense, deliver the Goods to any alternative location, or unload the Goods at any place the Provider considers safe, and the Provider shall be entitled to charge the Customer additional charges incurred as a result, which shall be payable as Surcharges.

The Provider shall be entitled to payment for all Services performed and all costs and expenses incurred up to and during the Force Majeure Event.

If a Force Majeure Event continues for more than [Force Majeure Termination Period], either Party may terminate the affected Service Request, or, in the case of the Provider, this Agreement, by written notice without liability, save for amounts accrued and owing.

Each Party shall keep the other Party's Confidential Information strictly confidential, shall use it solely for the purposes of performing or exercising rights under this Agreement, and shall not disclose it to any third party without the prior written consent of the disclosing Party, except as permitted in this Section.

A Party may disclose Confidential Information to its Affiliates, directors, officers, employees, subcontractors, professional advisers, insurers and financiers who need to know it for the purposes of this Agreement and who are bound by obligations of confidentiality no less protective than those herein, and the disclosing Party shall be responsible for any breach by such persons.

The obligations in this Section shall not apply to information that: is or becomes publicly available other than through breach of this Agreement; was lawfully known to the recipient prior to disclosure; is lawfully received from a third party without restriction; or is independently developed without use of the Confidential Information.

A Party may disclose Confidential Information to the extent required by Applicable Law, court order, regulatory authority, or customs or other governmental authority, provided that, where lawful, it gives the other Party prompt notice, and discloses only that portion that is legally required.

The Provider may disclose such information regarding the Customer, the Goods and the Consignment as is necessary to subcontractors, carriers, customs authorities, consignees, insurers and other persons involved in the performance of the Services, and may retain and use shipment data in anonymized or aggregated form for operational, analytical and commercial purposes.

Upon termination or expiry of this Agreement, and upon written request, each Party shall return or destroy the other's Confidential Information, except that the Provider may retain copies as required by Applicable Law, for the purposes of defending or pursuing claims, or in accordance with its standard record-keeping and back-up procedures, and such retained information shall remain subject to this Section.

The obligations in this Section shall continue during the term of this Agreement and for a period of [Confidentiality Survival Period] following its expiry or termination.

Either Party may terminate this Agreement for convenience by giving the other Party not less than [Termination for Convenience Notice Period] prior written notice, provided that the Provider may terminate on shorter notice of [Provider Short Notice Period] where the Customer's credit position, in the Provider's reasonable opinion, has deteriorated.

The Provider may terminate this Agreement or suspend the Services immediately by written notice, without liability, if: the Customer fails to pay any amount when due and such failure continues for [Payment Cure Period] after notice; the Customer commits any other material breach that is not remedied within [Remedy Period] after notice; the Customer tenders Prohibited Goods or Dangerous Goods in breach of this Agreement; the Customer becomes insolvent, is unable to pay its debts as they fall due, enters into any arrangement with creditors, has a receiver, administrator or liquidator appointed, or ceases or threatens to cease business; the Customer undergoes a change of control without the Provider's consent; or the continued performance would, in the Provider's reasonable opinion, violate Applicable Law or expose the Provider to sanctions or reputational harm.

The Customer may terminate this Agreement by written notice if the Provider commits a material breach that is not remedied within [Customer Remedy Period] after receiving detailed written notice of the breach, or if the Provider becomes insolvent and the insolvency is not discharged within [Insolvency Cure Period].

Upon expiry or termination for any reason: all sums owed to the Provider, including for Services performed, shall become immediately due and payable; the Customer shall promptly collect all Goods in the Provider's possession, failing which the Provider may exercise its rights under the Sections concerning lien and warehousing; and each Party shall comply with its obligations concerning Confidential Information.

Termination by the Provider under the termination right in this Section shall not limit any other right or remedy of the Provider, and the Provider shall be entitled to recover from the Customer all losses, including unrecovered costs of dedicated equipment, personnel and capacity commitments made specifically for the Customer, as notified to the Customer in writing, as well as the Minimum Volume shortfall charges, if applicable.

Expiry or termination shall not affect any rights, remedies, obligations or liabilities accrued up to the date thereof. The following provisions shall survive: the Sections on Definitions and Interpretation, Dangerous Goods and Prohibited Goods, Payment Terms and Lien, Loss and Damage and Claims, Limitation of Liability, Indemnification, Confidentiality, this Section and the Section on Governing Law and Dispute Resolution, and any other provision which by its nature is intended to survive.

This Agreement, and any dispute, claim or obligation, whether contractual or non-contractual, arising out of or in connection with it, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict-of-laws rules.

The Parties shall first attempt in good faith to resolve any dispute through negotiation between senior executives, upon written notice from either Party describing the dispute (a "Dispute Notice"). If the dispute is not resolved within [Negotiation Period] following the Dispute Notice, either Party may refer the dispute to mediation or arbitration in accordance with this Section.

Any dispute that is not resolved by negotiation shall be finally resolved by arbitration under the rules of [Arbitration Institution and Rules] by [Number of Arbitrators] arbitrator(s) appointed in accordance with such rules. The seat of arbitration shall be [Seat of Arbitration], the language of the arbitration shall be English, and the award shall be final and binding on the Parties, and judgment upon it may be entered in any court of competent jurisdiction.

Notwithstanding the preceding clause, the Provider may, at its option, bring proceedings in the courts of [Competent Courts Jurisdiction] for the recovery of any unpaid sums, for the enforcement of its lien, or for interim, injunctive or conservatory relief, and the Customer irrevocably submits to the non-exclusive jurisdiction of such courts for such purposes.

The arbitral tribunal shall have no authority to award damages in excess of, or inconsistent with, the limitations and exclusions of liability set out in this Agreement, and shall award costs, including reasonable legal fees, to the prevailing Party unless it determines otherwise.

Each Party shall continue to perform its obligations under this Agreement pending resolution of any dispute, except where the Provider is entitled to suspend or terminate the Services in accordance with this Agreement. The existence of a dispute shall not entitle the Customer to withhold payment of undisputed amounts.

All notices under this Agreement shall be in writing and delivered by hand, by courier or by email to the addresses set out below the signatures of the Parties, or to such other address as a Party may notify, and shall be deemed received upon delivery if delivered by hand or courier, or at the time of transmission if sent by email, provided that no delivery failure message is received. This Agreement constitutes the entire agreement between the Parties relating to its subject matter, may be amended only in writing signed by both Parties, may be executed in counterparts, and, if any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.