Terms and Conditions of Service

NLL is a licensed property broker authorized by the Federal Motor Carrier Safety Administration under MC 651698 and DOT 2242618. NLL is not a motor carrier, freight forwarder, air carrier, rail carrier, ocean carrier, or indirect air carrier, and does not hold itself out as one. NLL arranges for transportation to be performed by independent third party motor carriers. NLL does not take possession, custody, or control of any cargo at any time. NLL does not operate motor vehicles and employs no drivers.

NLL is not a common carrier and does not assume the liability of a carrier under 49 U.S.C. 14706 (the Carmack Amendment) or under any bill of lading, tariff, or other transportation document.

Liability for loss of, damage to, or delay of cargo rests with the motor carrier that transports the shipment. Customer agrees to look first to the motor carrier and the motor carrier's insurer for recovery of any cargo claim.

To the extent NLL is determined to have any liability for cargo loss, damage, or delay, NLL's liability is limited to the lesser of (a) the actual cargo loss, (b) the limit of the transporting motor carrier's motor truck cargo insurance policy applicable to the shipment, or (c) the amount actually recovered by NLL from the motor carrier or the motor carrier's insurer.

NLL requires each motor carrier to maintain motor truck cargo insurance of not less than $100,000 per occurrence with no commodity exclusions. Customer acknowledges that this amount may be less than the value of a given shipment. Any cargo value in excess of the transporting motor carrier's cargo insurance limit is the responsibility of Customer.

NLL is not liable for the insolvency, dishonesty, fraud, theft, conversion, negligence, or other act or omission of any motor carrier, and NLL does not guarantee the collectability of any cargo claim.

Customer must declare in writing, before tender, the value of any shipment exceeding $100,000. Where the value of a shipment exceeds the transporting motor carrier's cargo insurance limit, Customer is responsible for obtaining shipper's interest or excess cargo coverage for the excess value.

At Customer's written request and expense, NLL may arrange per load excess cargo coverage prior to pickup. Any such coverage must be requested, confirmed in writing, and paid for by Customer before the shipment is tendered. NLL has no obligation to procure coverage absent a written request and confirmation, and NLL is not an insurance broker or agent.

Failure to declare a value in excess of $100,000 before tender relieves NLL of any liability for the undeclared excess value.

NLL shall have no liability for any special, incidental, indirect, consequential, punitive, or exemplary damages of any kind, including without limitation lost profits, lost sales, loss of use, loss of market, business interruption, downtime, chargebacks, penalties or fines assessed by Customer's customer, claims by third parties, or damages arising from delay, regardless of whether NLL was advised of the possibility of such damages and regardless of the form of action.

NLL does not guarantee pickup or delivery by any specific date or time. All transit times and appointment times are estimates.

Notwithstanding anything to the contrary, and except as expressly provided in Section 2, NLL's total aggregate liability to Customer arising out of or relating to any single shipment, from any cause and under any theory of liability, shall not exceed the amount of the freight charges paid to NLL for that shipment. Nothing in this Section shall be construed as an assumption by NLL of liability in any amount.

Customer must note all visible loss, damage, or shortage on the delivery receipt or bill of lading at the time of delivery. Concealed damage must be reported to NLL in writing within five (5) days of delivery.

Customer must file any cargo claim with NLL in writing within nine (9) months of the date of delivery, or in the case of non-delivery, within nine (9) months of the date delivery was scheduled. Customer must file suit against NLL within two (2) years and one (1) day from the date NLL provides written notice disallowing any part of the claim.

Customer must provide NLL with the original bill of lading, delivery receipt, commercial invoice evidencing the value of the goods, and documentation supporting the amount claimed. Customer must preserve damaged goods for inspection and must take all reasonable steps to mitigate loss, including salvage.

Customer may not offset, deduct, or withhold freight charges owed to NLL on account of any claim, whether or not the claim is disputed.

Payment is due within thirty (30) days of the date of invoice unless otherwise agreed in writing. Past due amounts accrue interest at the lesser of 1.5 percent per month or the maximum rate permitted by law.

Customer is responsible for all costs of collection, including reasonable attorneys' fees. Customer remains liable for freight charges as the party tendering the shipment, and payment by Customer to any third party does not discharge Customer's obligation to NLL unless NLL has received payment.

Accessorial charges, including detention, layover, truck ordered not used, redelivery, reconsignment, storage, lumper fees, and repower costs, are the responsibility of Customer and will be invoiced as incurred.

Customer represents and warrants with respect to each shipment that:

(a) the commodity, weight, dimensions, piece count, and value described to NLL are complete and accurate;

(b) the freight is properly packaged, blocked, braced, and prepared to withstand the ordinary rigors of motor carriage;

(c) Customer or its agent has properly loaded and secured the shipment where loading is performed by Customer or at Customer's facility;

(d) any hazardous material as defined in 49 CFR 171.8 has been disclosed to NLL in writing before tender, and Customer has complied with all applicable Hazardous Materials Regulations as offeror, including shipping papers, emergency response information, marking, labeling, placarding, and packaging;

(e) any temperature requirement, including the required set point and whether continuous or cycle operation is required, has been specified in writing before tender, and the freight was at the required temperature at the time of loading;

(f) the shipment does not contain contraband, stolen goods, hazardous waste not disclosed, live animals, human remains, currency, precious metals, gemstones, or any commodity prohibited by law; and

(g) Customer has the legal right to tender the freight.

Customer shall indemnify, defend, and hold harmless NLL and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, suits, judgments, fines, penalties, losses, damages, costs, expenses, and attorneys' fees arising out of or relating to: (a) any breach of Section 8; (b) any misdeclaration of commodity, weight, value, or hazardous material status; (c) improper loading, blocking, bracing, packaging, or securement performed by Customer or at Customer's facility; (d) any bodily injury, death, or property damage occurring at Customer's facility or the facility of Customer's consignor or consignee; (e) any claim brought by Customer's customer, consignee, or any third party arising from a shipment; and (f) any fine or penalty assessed against NLL arising from Customer's acts or omissions.

This obligation survives completion of any shipment and termination of the parties' relationship.

NLL selects motor carriers using a documented written vetting procedure that evaluates publicly available FMCSA safety data, insurance verification, and third party fraud and risk screening. NLL exercises reasonable care in the selection of motor carriers. NLL does not warrant or guarantee the performance, safety, financial condition, or solvency of any motor carrier, and no representation regarding NLL's vetting procedures constitutes a guarantee of any carrier's future conduct.

Where Customer directs NLL to use a specific motor carrier, Customer assumes all risk associated with that selection and NLL shall have no liability arising from the use of that carrier.

NLL does not provide cargo insurance to Customer. Any contingent cargo coverage maintained by NLL is for NLL's own benefit, does not run to Customer, and confers no rights upon Customer. Customer is responsible for insuring its own freight. Naming NLL as a certificate holder or issuing a certificate of insurance to Customer does not create any additional coverage or confer any rights upon Customer.

NLL is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, severe weather, flood, fire, earthquake, epidemic, pandemic, war, terrorism, civil unrest, riot, strike, labor dispute, carrier capacity shortage, fuel shortage, road or port closure, government action, embargo, cyber attack, or failure of utilities or communications infrastructure.

These Terms are governed by the laws of the State of Colorado, without regard to conflict of laws principles, except to the extent governed by federal transportation law. The parties agree that any dispute arising out of or relating to these Terms or any shipment shall be brought exclusively in the state or federal courts located in Jefferson County, Colorado, and each party consents to personal jurisdiction and venue in those courts.

The prevailing party in any action to enforce these Terms is entitled to recover its reasonable attorneys' fees and costs.

Rates, lane pricing, carrier identities, and capacity information provided by NLL are confidential and may not be disclosed to any third party. Customer shall not solicit or contract directly with any motor carrier first introduced to Customer by NLL for a period of twelve (12) months following the last shipment arranged by NLL with that carrier.

These Terms, together with the applicable rate confirmation and load confirmation, constitute the entire agreement between the parties with respect to each shipment and supersede all prior or contemporaneous understandings. In the event of a conflict between these Terms and any purchase order, tariff, bill of lading, shipping instruction, or other document issued by Customer, these Terms control. No term or condition contained in any Customer document is binding on NLL unless expressly agreed to in writing signed by an officer of NLL.

NLL may amend these Terms at any time by posting a revised version. The version in effect on the date a shipment is tendered governs that shipment. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. NLL's failure to enforce any provision is not a waiver of that or any other provision.