RRD Service Terms and Conditions

RR Donnelley Logistics, a business unit of R. R. Donnelley & Sons Company ("Broker") is in the business of arranging the transportation of property by motor carriers and holds authority from the Federal Motor Carrier Safety Administration under Permit # MC-209529 and other permits to engage in operations as a transportation broker of property for General Commodities (except Household Goods) in interstate or foreign commerce;

Shipper has a need for transportation of property to, from and between various points and places intrastate, interstate and/or foreign commerce, limited to within the U.S., Canada and Mexico and desires to engage Broker to arrange for transportation services as described in this Agreement and in written confirmations or other communications exchanged between Broker and Shipper. Services may include, but are not limited to, full truckload (FTL), less than truckload (LTL), and Intermodal (via rail, air or ocean).

In consideration of the foregoing premises and the mutual promises contained herein, Broker and Shipper agree as follows:

  1. Tender of Shipments. Shipper agrees to tender and/or cause to be tendered a shipment or series of shipments to Broker for the purpose of having Broker arrange the transportation of the shipment by motor carriers to be selected by Broker.
  2. Brokerage Services. For all shipments tendered by Shipper to Broker and accepted by Broker, Broker agrees to arrange for the pick-up, transport, and delivery of the shipments, as Shipper may reasonably request, by motor carriers that hold the proper governmental authority to perform the requested services(s). In arranging transportation services for Shipper, Broker shall not be responsible for packaging, handling, or loading of shipments, which shall instead be the responsibility of Shipper or underlying carrier selected by Broker to transport the shipments. Every shipment handled by Broker for or on behalf of Shipper while this Agreement is in effect will be deemed tendered to Broker under this Agreement. Broker has the sole right to select the carriers used to perform transportation services, and Broker is solely authorized to make the necessary transportation arrangements with regard to Shipper's property that has been tendered to Broker. In performing brokerage services for Shipper, Broker shall select carriers that meet the following criteria.
    1. FMCSA Authority. Carriers selected by Broker shall maintain proper authority from the Federal Motor Carrier Safety Administration ("FMSCA") and any applicable state agency to perform transportation services intrastate, interstate and/or foreign commerce.
    2. Safety. Broker will select carriers that maintain a safety rating from the U.S. Department of Transportation that is either "Satisfactory" or "Unrated" or "Conditional", and that agree to perform transportation of Shipper's shipments in compliance with all applicable safety laws and requirements.
    3. Carriers' Equipment. Carriers selected by Broker shall be required to provide equipment that is clean, safe, properly maintained, and hazard free, and that meets all applicable governmental regulatory requirements. Carrier selected by Broker shall also be required to provide equipment that is sufficient in quality and quantity to meet Shipper's transportation needs as are or may be contemplated by this Agreement.
    4. Carriers' Drivers. Carriers selected by Broker shall be required to furnish drivers and other operating personnel, who are fully qualified, licensed, trained and experienced to properly and safely handle and transport Shipper's property.
  3. Performance of Services. Broker will arrange the dispatch and transport of all shipments tendered to it by Shipper promptly upon tender of same by Shipper. Broker will provide shipper with prompt notification by telephone or electronic communication when this obligation cannot be met for any reason. Broker will communicate to each carrier that it engages to transport Shipper's shipments with any schedule for delivery provided by Shipper for a particular shipment.
  4. Shipper's Obligations. Shipper shall comply with the rules and standards required by each carrier regarding girth, height and weight limits, adequate strength of packaging, use of containerization, shrink-wrap or other methods to secure product and avoidance of hazardous materials. Shipper shall provide Broker with accurate manifest or job information, including, but not limited to bill of lading information, mail.dat files, postal documentation, consignee names and addresses, insertion and/or delivery dates, weight and piece counts, zip codes, and customer control numbers by trailer, as necessary for the type of product to be delivered. If Shipper cannot provide this information, Shipper shall abide by the manifest or job information created by Broker for the products received by Broker from Shipper.
  5. Independent Contractor. Broker's relationship to Shipper is that of an independent contractor, not an agent or employee, and nothing in this Agreement shall be construed as establishing an employment relationship, partnership or joint venture between parties. Broker shall make arrangements it deems appropriate for the transportation of shipments tendered by Shipper under this Agreement. Shipper is not and will not be responsible for any debts or obligations incurred by Broker in the performance of its business. Neither party shall be liable for any obligations incurred by the other, except as is expressly provided in this Agreement. Compliance with Law. Broker shall comply with all laws, rules and regulations of any duly constituted governmental authority applicable to its performance of the transportation services to be rendered pursuant to this Agreement. Broker will be solely responsible for any negligence or willful misconduct by its employees and will defend and save Shipper harmless from any fine, penalty or liability that may result from such acts, omissions or violations. Broker shall not be responsible for any wrongful or negligent acts, omissions or violations by Shipper, its vendors, customers, agents or employees, and Shipper will defend and save Broker harmless from any fine, penalty or liability that may result from such acts, omissions or violations.
  6. Compensation to Broker. Shipper shall pay Broker for all shipments tendered to Broker. Specific charges for the services agreed between Shipper and Broker shall be confirmed by Broker in writing within one (1) day of the oral agreements by preparing and faxing or e-mailing a written confirmation accurately reflecting the charges and terms applicable to the specific shipment. If Shipper disagrees with or objects to any of the terms of the confirmation, Shipper shall have twenty-four (24) hours from its receipt to object in writing. Any accessorial charges not identified prior to tendering the shipment will be billed as incurred based on the rate schedule at the end of this Agreement.
  7. Payment Terms. Shipper shall pay Broker the agreed compensation for each shipment tendered pursuant to this agreement within thirty (30) days from receipt by Shipper of Broker's invoice or statement. Time is of the essence with respect to Shipper's payment to Broker's charges. In the event that Shipper fails to pay any invoice within the time period set forth in this Section, Broker shall be entitled to recover from Shipper, in addition to its charges, compound interest at the highest legal rate not to exceed 1½ % per month, plus all costs of collection, including attorney fees. These credit terms are subject to Broker's continued approval. Broker may change credit terms and may establish and/or revise a credit limit upon reasonable notice at any time when, in Broker's opinion, Shippers financial condition, previous payment record or the nature of Shipper's relationship with Broker so warrants. Receipts. Broker shall require each carrier it selects to transport Shipper's property to issue a bill of lading at origin evidencing receipt of each shipment tendered to it and shall obtain a receipt for delivery for each shipment from the consignee thereof or other party accepting delivery. In the event of a conflict between these terms and conditions and a provision in the bill of lading, the provisions of this Agreement shall govern.
  8. Carriers' Charges. Broker shall be solely and exclusively liable and responsible for the payment of rates and charges to carriers engaged by Broker that relate to the transportation of shipments tendered by Shipper to Broker pursuant to this Agreement. Shipper's sole obligation with regard to the payment of transportation charges for services provided under or in relation to this agreement is to pay Broker as required by Sections 7 and 8 hereof.
  9. Cargo Liability.
    1. Broker and /or arranged carrier's liability for loss or damage will exist only for loss or damage, which occurred during the time of possession by, and occasioned by the fault or negligence of Broker and /or carrier and will cease at the time of delivery. Claims for loss or damage will be paid at Shipper's actual cost of replacing and reshipping the goods (i.e., direct costs associated with printing, packaging, handling and shipping). As a condition precedent to recovery, claims must be filed in writing within sixty (60) days after the scheduled delivery date of the shipment, and in advance of the reproduction or duplication of claimed items. All claims must be filed in writing, accompanied by signed bills of lading, paid invoices, itemization, description, dollar amount requested, and other relevant supporting documentation.
    2. Broker shall act as a representative of Shipper in the facilitation, administration and resolution of cargo claims with arranged carriers. Shipper agrees to cooperate fully with Broker in the assertion and collection of any cargo claim, including but not limited to furnishing the documentation listed subsection i. above and witnesses, when as necessary to successfully prosecute a claim. The failure of Shipper to comply with this subsection shall be considered a critical, material breach of the terms of the assignment of any claim which shall require Shipper to return to Broker all sums that Broker has paid to Shipper on account of such claim. Shipper will also be required to pay to Broker all costs, expenses and attorneys' fees expended by Broker in the prosecution of such claims within fifteen (15) days of presentation by Broker of an itemized statement of all such costs, expenses and attorneys' fees.
    3. Broker's and arranged carriers' liability for loss, damage shall be limited to $100,000 per truckload for shipments lost or damaged in transit. To the extent that multiple shipments are tendered by Shipper at the same time and are transported at the same time in the same vehicle, such as shall be considered a "single shipment" for the purposes of this article. LTL shipments are further subject to the current governing publications, the NMF-100 at the time of shipment and/or to any rules Tariffs that are applicable to the engaged motor carrier. Shipper acknowledges and agrees that (1) rail carriers provide transportation services subject to provisions, restrictions and limitations in their Rail Circulars, and (2) THE Rail Circulars address, among other matters, standards for loading, blocking and bracing, prohibitions and restrictions on certain types of commodities, limitations of liability, procedures and limitations on cargo limits and requirements for proper descriptions of commodities, (3) applicable provisions of a rail carriers Rails Circular in effect on the date of a shipment will apply, as between Shipper, Broker, the rail carrier and or any other third party , to any shipment transported by such rail carrier, (4) the Rail Circulars are generally available through the rail carrier's website, and (5) persons and entities that use Intermodal transportation by the rail carriers should be familiar and comply with the provisions , restrictions and limitations of Rail Circulars.
    4. Broker and arranged carriers shall not be liable for any loss or damage (including, but not limited to erasure) to any optical or magnetic tape, disk or similar item, which exceeds the value of the blank physical media itself. In any such event, Broker's liability for loss of or damage to optical or magnetic media shall be limited to a maximum of $100 per package, pallet, bag or container of items to be delivered or picked up from or for any one location or endpoint.
    5. Broker and arranged carriers will not be liable for any failure to perform or for delay in performance of its obligations caused by the act, default or omission of the Shipper or owner or an addressee or other circumstances beyond its reasonable control, including, but not limited to fire, flood, earthquake or other weather-related cause, war, insurrection, terrorism, riot, sabotage, epidemic, labor disputes, strikes, acts of God, acts of any governmental agency, or judicial action.
    6. Broker and arranged carriers shall not be liable in any case or under any circumstances for the face value of any lost or damaged cash or currency, coupons or cash equivalent items. In the event customer includes cash or currency, or cash equivalent items with the shipment, either with or without the knowledge or consent of Broker, it will be solely at the risk of the customer.
    7. Broker and arranged carriers shall not be liable in any case or under any circumstances for delay in delivery or for incidental, consequential or special damages, whether or not Broker knew, or should have known, that such damages might be incurred, including, without limitation, loss of income, interest, profits of business opportunity or bank collection fees, stop payment fees, or other similar fees.
    8. In all instances, if a shipment is unable to deliver, whether by motor carrier, rail, air and/or ocean freight transport, due to an act or omission of Shipper or any Consignee or if any motor carrier, rail, air and/or ocean freight shipment is refused for any reason by Shipper or a consignee, Broker's liability for any claims for loss, or delay, shall cease to be that of a common carrier, airfreight or ocean Carrier, and Broker's liability shall be that of a warehousemen.
    9. Broker shall only be bound to arrange, and the arranged carrier shall only be bound to transport, any shipment tendered by Shipper pursuant to this Agreement with reasonable dispatch, unless a specified delivery date and/or time for delivery is communicated to Broker prior to the tender by Shipper of any individual shipment. "Reasonable Dispatch" is the length of time that it would customarily and ordinarily take to transport a like shipment.
    10. All of the liability limitations contained in this Agreement shall survive the termination of this Agreement.
  10. Insurance. Broker shall require arranged carriers to carry the following types and amounts of insurance:
    1. Workers Compensation as required by law;
    2. Employer's Liability insurance in the amount of Five Hundred Thousand Dollars ($500,000);
    3. Commercial General Liability, including broad form contractual liability and liability assumed under this Agreement in the amount of One Million Dollars ($1,000,000) per occurrence and aggregate;
    4. Automobile Liability in the amount of One Million Dollars ($1,000,000) for each occurrence and aggregate; and
    5. Cargo insurance in the amount of $100,000 per shipment.
    Upon written request, Broker will cause arranged carriers providing transportation services to Shipper to issue to Shipper a Certificate of Insurance evidencing the above coverages.
  11. Hazardous Materials. Absent special arrangements previously agreed to in writing, Broker will not accept for shipment any commodities which require special or unusual handling by Broker. By way of example, unacceptable commodities include human remains, animals, hazardous materials, household goods and furniture, shipments requiring special governmental authorization, accompanying personnel, or special handling devices, shipments moving "in bond" consigned "to order of" or "to order notify," and shipment unaccompanied by proper documentation. Shipper represents that, except pursuant to special arrangements previously made as required by this paragraph; no such commodity will be shipped under this Agreement. Broker reserves the right to reject a shipment after acceptance and prior to the performance of any transportation services, if such shipment would be likely to cause damage or delay to other shipments, equipment or personnel, or if the transportation of which is prohibited by law or is in violation of any rules contained in this Agreement.
  12. Force Majeure. If either party is prevented from performing its obligations under this agreement because of fire, earthquake flood, explosion, accident, wind, water, strike, lockout, acts of terror, or any other cause beyond the control of the affected party, such party will be excused from the performance of any and all its obligations under this agreement for the duration of such specified circumstances. No liability for any loss, damage or delay with respect to freight shipped or transported shall accrue on account of the occurrence of any such special circumstance absent the actual negligence of Broker or arranged carrier. It shall be Shipper's burden to affirmatively prove such negligence by a clear preponderance of the evidence.
  13. Confidentiality. Broker and Shipper agree that trade information and methods developed by the other party that are designated "Confidential" in writing, will not be disclosed to any third party or used without the disclosing party's written consent for a period of one (1) year after the date of disclosure. Neither party shall have any obligation with respect to any information which (a) is or becomes publicly available without breach of this Agreement (b) is disclosed by a third parties having the right to do so, (c) is known to the recipient prior to the disclosure; (d) is independently developed, or (e) is required to be disclosed by law or court order; provided, if a disclosure is required by law the divulging party shall give notice of the requirement promptly. Applicable Law and Venue. This Agreement shall be construed in accordance with laws governing contracts made and to be performed in the State of Illinois and shall be enforced in court or by arbitration only in Cook or DuPage Counties, Illinois.
Accessorial Rate Schedule
Description of Charge Units Defined Price Per Unit
Truck Ordered Not Used (TNU) Per Truck $250.00
Driver Assistant (Lumper) - Rate Per Hour Per Load $150.00 Per Occurrence plus $50.00 an hour
Driver Detention - Rate Per Hour after 2 hours Per hour $90.00
Drop & Pull - Local Deliveries (30 Mile Radius) Per Load TBD
Drop & Pull - Local Deliveries (100 Mile Radius) Per Load TBD
Drop Trailer Pick-up Fee (Per Trailer) Per Load TBD
Unexpected Holiday Pick-Up and Delivery Fee Per Load $500.00
Lift Gate Trailer Fee Per Load $50.00
Inside Delivery Per Load TBD
Notification Charge Per Occurrence TBD
Pallet Jack Rental - Per Day Per Day TBD
Re-consignment Fee Per Load $300.00 flat fee plus $1.85 per re-consigned mile
Redelivery Fee Per Load Based on Re-delivery miles plus handling charges
Refused/Return Shipment Fee Per Load Spot price as needed
Return Pallet Charge Market Price Per Load Spot price as needed
Scale Charge - Trailer Weighting Per Load Basic Scale requirements are included in truckload pricing
Trailer/Container Cleaning Fee - Per Unit Per Load TBD
Trailer Detention Fee - 48' or 53' Trailer Per Day $125.00 per day
Unexpected Weekend Pick-Up/Delivery Fee Per Load $300.00
Yard Pulls - Per Pull 30 Mile Radius Per Load TBD
Comcheck Fee Per Comcheck $5.50 per Comcheck
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