Third-Party Logistics Services Agreement
This Third-Party Logistics Services Agreement (hereinafter referred to as the "Agreement”) is entered into and shall be effective as of [Agreement Effective Date] (hereinafter referred to as the "Effective Date"),
By and Between
[Customer Name] (hereinafter referred to as the "Shipper"), with a principal place of business at [Customer Address], and;
[Company Name] (hereinafter referred to as the "Carrier"), with a principal place of business at [Company Address].
The Shipper and the Carrier shall be collectively referred to as the "Parties" and individually as the "Party."
WHEREAS the Shipper is engaged in business activities involving [Type of Goods] (hereinafter referred to as the "Goods") and requires transportation logistics services in order to support its operations,
AND WHEREAS the Carrier is engaged as a Third-Party Logistics (3PL) in the business of arranging and providing for the transport of property for compensation and has agreed to provide the aforementioned services to the Shipper on the terms and conditions hereinafter set forth.
TERMS AND CONDITIONS.
1. DEFINITIONS.
For all purposes of this Agreement, the following terms shall have the following meanings. Such meanings are equally applicable to both the singular and plural forms of the terms defined, even if not so noted below.
(a) The Shipper: The Party that entrusts the Carrier with Third-Party Logistics service.
(b) The Carrier: The Party provides the Third-Party Logistics service to the Shipper.
(c) Bill of Lading: A bill of lading is a legal document issued by a Carrier to a Shipper that lists the type, quantity, and destination of the goods being carried. It also serves as a shipment receipt.
2. SERVICES.
During the term of this Agreement, the Carrier agrees to provide the Shipper with transportation logistics services as outlined in Exhibit [Services Exhibit Reference], in accordance with the requirements and service standards agreed upon by both Parties.
3. CHARACTERISTICS OF GOODS.
The Goods that shall be subject to the Services are described in Exhibit [Goods Exhibit Reference].
The Shipper shall notify the Carrier in writing about the specifications and precautions required by the Goods. The Carrier shall not be responsible for any loss, injury, or damage to the Goods if the Shipper fails to notify the Carrier about the care and special precautions required by the Goods.
4. CARRIER'S OBLIGATIONS.
The Carrier hereby agrees to provide all the aforementioned transportation logistics services and any other transportation services to the Shipper during the term of this Agreement, as requested by the Shipper from time to time.
In fulfillment of its obligations to the Shipper hereunder, the Carrier shall:
(a) Arrange for and carry out not less than [Minimum Percentage of Shipments] of the transportation services associated with the shipment of products and goods from and to each [Primary Shipment Location] during the term of this Agreement. This percentage refers to the portion of total shipments from each location that the Carrier is required to handle.
(b) Arrange for and carry out the transportation services associated with the shipment of products and goods from and to any secondary location, but only to the extent requested explicitly by the shipper for specific shipments. It is understood and agreed that any secondary locations should be primarily serviced by a third-party logistics provider other than the primary provider.
(c) Arrange for the safe and timely shipment of products and other goods throughout the [Serviced Region or Country Name] to, from, and between the primary location, customers, suppliers, and any other authorized recipients of the products and any secondary location if so requested by the Shipper.
(d) As time is of the essence, the Carrier agrees that it will give the Shipper priority access to all necessary transportation equipment and will not allocate such equipment to other customers ahead of the Shipper.
7. TERM AND TERMINATION.
This Agreement shall commence on [Agreement Effective Date] and continue in effect until terminated pursuant to the following provisions.
Either Party may terminate this Agreement if there is a material breach of the terms of this Agreement by the other Party and that Party doesn't cure such breach within [Number of days to remedy breach] day(s) of the date of the written notice.
The Carrier shall have the right to terminate this Agreement on [Termination Notice Period Due to Non-Payment] day(s) prior to written notice if the Shipper fails to pay the amount due within [Payment Due in Days] day(s) of the date of the written notice.
The Shipper shall have the right to terminate this Agreement immediately on [Termination Notice Period Due to Delivery Failure] day(s) prior written notice to the Carrier if, in the reasonable judgment of the Shipper, the Carrier has failed to provide transportation logistics services in accordance with the required standards, and such failure(s) continues for [Remedy Period for Delivery Performance Issues] day(s) after written notice to the Carrier.
8. BILL OF LADING.
The Shipper or any other authorized representative shall issue a bill of lading for each shipment. Any bill of lading shall contain the Shipper's name and address, description of the goods, number of packages, and weight. In the event of any such conflict, the terms of this Agreement shall prevail. The Carrier shall retain bills of lading and delivery receipts for a period of at least [Bill of Lading Retention Period].
9. INSURANCE.
The Carrier shall purchase and maintain, at no cost to the Shipper and with reputable and financially responsible insurance underwriters, the following insurance coverage:
(a) Comprehensive general liability insurance in an amount not less than [General Liability Per Occurrence] combined single limit per occurrence, [Comprehensive General Liability Aggregate] aggregate;
(b) Employer’s liability insurance with a minimum coverage limit of [Employer Liability Insurance Coverage] for each accident;
(c) Workers’ compensation insurance as required by applicable law.
10. TITLE AND RISK OF LOSS; LIMITATION OF LIABILITY.
The Shipper shall retain title to the Goods while the Goods are under the Carrier's custody or control.
The Shipper and the Carrier acknowledge and agree that the Carrier shall bear the risk of loss of goods during transit once the Carrier's truck leaves the Shipper's dock. The Carrier shall have the right to inspect each shipment for damage prior to departure from the loading dock and shall have the right to refuse any damaged goods tendered for delivery. In case damage occurs to goods prior to leaving the loading dock, the Carrier shall note such damage on the bill of lading and provide this bill of lading to the Party that is receiving the shipment at the ultimate destination.
The Carrier shall be liable to the Shipper for any loss or damage to goods caused by the act of negligence or omission, or failure to act of the Carrier.
The Carrier's liability under this Agreement shall be limited to [Limitation of Liability]. In no event shall the Carrier or its affiliates, partners, or agents be responsible for any indirect, incidental, special, punitive, or consequential damages or any loss of revenues or profits arising from or related to this Agreement. The Carrier shall not be liable for any loss or damage to the extent such is due to a force majeure event set forth in this Agreement or an act or default of the Shipper.
11. SERVICE LEVEL METRICS.
The Shipper shall promptly receive all Goods delivered to the ultimate destinations, with service-level targets as set forth in Exhibit [Service Level Exhibit Reference]. Standard Metrics Include:
(a) Delivery Timeliness: Deliveries must be completed within [Delivery Timeframe], ensuring that shipments reach their designated destinations according to the agreed-upon schedule.
(b) Acceptance Rate: An acceptance rate of [Acceptance Rate in Percentage] ensures that most deliveries meet the required accuracy, documentation, and handling standards.
(c) Condition Upon Arrival: The Goods should arrive in [Criteria for Quality] condition, ensuring they are undamaged, properly packaged, and fully compliant with the Shipper’s handling and safety requirements.
12. INDEMNIFICATION BY CARRIER.
The Carrier agrees to defend, indemnify, and hold harmless the Shipper from any claims, liabilities, damages, demands, losses, or injuries arising out of this Agreement, whether caused by any act or omission to act by the Shipper.
13. WARRANTIES.
The Carrier warrants that:
(a) It shall perform the Services mentioned in this Agreement in a professional and efficient manner;
(b) It shall comply with all the applicable laws;
(c) It has all the rights, power, and authority to enter into this Agreement.
The Shipper also warrants that it shall provide the Carrier with the information and assistance required for the Carrier to render the Services.
14. CONFIDENTIALITY.
Both parties agree to maintain in strict confidence and not disclose to any unauthorized third party or otherwise use or license any proprietary or confidential information of the other party during the term of this Agreement without the other party's prior written consent.
15. ARBITRATION.
In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by arbitration. There shall be [Number of Arbitrators] arbitrator(s), who shall be appointed by [Arbitration Appointing Party Name]. The place of arbitration shall be [Location of Arbitration], and the Seat shall be [State of Seat]. The arbitrator(s)’ decision shall be final and binding upon both Parties.
16. TRADEMARKS.
The Carrier is hereby granted the right to use the trademarks, trade names, service marks, or logos owned by the Shipper (collectively, the "Trademarks"), solely to the extent explicitly required in the performance of its duties under this Agreement, including the right to permit Carriers to affix the Trademarks to the vehicles when carrying Goods.
17. ASSIGNABILITY.
Neither Party may assign this Agreement or the rights and obligations thereunder to any Third Party without the prior express written approval of the other Party, which shall not be unreasonably withheld.
18. NOTICES.
Any notices required to be given to any of the Parties under this Agreement shall be delivered by certified mail or personal delivery.
19. GOVERNING LAW.
This Agreement shall be governed and interpreted following the laws of [Governing Law]. If the disputes arising from this agreement cannot be resolved through arbitration, they shall be resolved through litigation in the courts of [Jurisdiction].
20. AMENDMENTS.
No amendment, change, or modification of any of the terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed on behalf of the parties hereto by their duly authorized representatives.
21. ENTIRE AGREEMENT.
This Agreement constitutes the parties' entire understanding, superseding all prior agreements, understandings, and discussions, whether oral or written. There are no other warranties, commitments, understandings, or representations with respect to this Agreement.
22. SEVERABILITY.
If any clause or provision of this Agreement is illegal or unenforceable under present or future laws, then such clause or provision shall be deemed separable and shall not affect the validity of any other provision.
23. FORCE MAJEURE.
Neither of the Partners shall be liable for any failure in performance of any obligation under this Agreement due to causes beyond that Partner's reasonable control (including and not limited to any pandemic, fire, strike, act, or order of public authority, and other acts of God) during the pendency of such event.
EXHIBITS.
The following Exhibits are attached hereto and incorporated by reference into this Agreement:
1. EXHIBIT A: [Description of Exhibit A]
[Add Exhibit A Supporting Document]
2. EXHIBIT B: [Description of Exhibit B]
[Add Exhibit B Supporting Document]
3. EXHIBIT C: [Description of Exhibit C]
[Add Exhibit C Supporting Document]
ACCEPTANCE AND SIGNATURE.
IN WITNESS WHEREOF, the undersigned parties have duly executed the terms as proposed herein in the Agreement as of the aforementioned date.
[Customer Name]
[Company Name]
Name:
Name:
Signature:
Signature:
Date:
Date:
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