Envoy Logistics Terms and Conditions of Service

 

1. Scope and Acceptance of Terms

Unless otherwise specified in writing between the Applicant and Envoy Logistics, Inc. or any of its subsidiaries (“Envoy Logistics”), these Terms and Conditions govern the provision of transportation brokerage and related services. As consideration for the use of Envoy Logistics’ services and the extension of credit, the customer (“Customer”) agrees to be bound by these Terms. These Terms are expressly incorporated into any credit application, customer setup documentation, or other agreement executed between Customer and Envoy Logistics. No agent or employee of the parties may change, alter, or otherwise modify these Terms unless agreed to in writing by Envoy Logistics.

2. Carrier Tariffs and Governing Terms

If not otherwise stated within a selected carrier’s General Rules Tariff, these Terms and Conditions shall control. In the case of a conflict between these Terms and those set forth in the selected carrier’s General Rules Tariff, the carrier’s Tariff shall control; however, under no circumstance shall the scope of Envoy Logistics’ liability be greater than specified herein. All limitations of liability contained herein shall apply to the services arranged by Envoy Logistics and to the transportation performed by the selected carrier and their agents.

3. Rate Structures and Transit Estimates

  • LTL Rates: Less-Than-Truckload (“LTL”) rates are based on the freight class as determined by the NMFC (National Motor Freight Classification) and are weight-based.

  • Truckload (TL) Rates: TL rates are based on Dock Door Pickup/Delivery and Shipper Load/Consignee Unload and are state-to-state and mileage-based.

  • Specialized Freight: Air Freight is based on the greater of actual or dimensional weight. Van Line and Flatbed rates are based on equipment type, mileage, and weight/density.

  • Adjustments & Accessorials: All rates are based on the information provided by the Customer and are subject to adjustment if shipment details differ. Additional charges may apply for accessorial services including, but not limited to, detention, driver assist, layover, liftgate service, residential delivery, or reconsignment.

  • Transit Times: All displayed times are estimates only and do not include the day of pickup. Pickup dates are not guaranteed.

4. Credit and Payment Terms

All Customers are subject to credit approval at the sole discretion of Envoy Logistics. Subject to approval, net payment is due thirty (30) days from the invoice date unless otherwise agreed in writing. Past-due invoices are subject to a service charge of 1.5% per month or the highest legal rate, whichever is greater, plus all costs of collection, including reasonable attorney’s fees.

5. Customer Charges and Responsibilities

The Customer is liable for all charges including transportation, fuel, accessorials, and adjustments issued by the carrier. Customer is also responsible for all duties, customs assessments, penalties, taxes, and legal costs allocable to the shipment. Envoy Logistics reserves the right to assess reasonable administrative fees for billing corrections, LTL accessorial changes, or other post-invoice adjustments that require manual intervention. Envoy Logistics shall have a lien on the shipment for all sums due. Customer has thirty (30) business days from the invoice date to dispute any charges in writing; otherwise, the invoice is deemed accepted.

6. Customer Warranties and Compliance

Customer warrants compliance with all applicable laws, including customs, import/export, and government regulations. Customer must provide accurate documentation for transportation. Any party scheduling shipments on behalf of the Customer warrants they have the legal authority to bind the Customer to these Terms.

Duty to Salvage: In the event of loss or damage to Goods, Customer shall use commercially reasonable efforts, acting in good faith, to mitigate any resulting damages. Such efforts may include, where appropriate, salvaging, repackaging, relabeling, or otherwise preserving the Goods. To the extent Customer fails to take reasonable steps to mitigate damages, the reasonable salvage value of the Goods may be deducted from any claim amount. Customer shall not abandon Goods with any carrier or with Envoy Logistics.

7. Bills of Lading (BOL)

All Bills of Lading are NON-NEGOTIABLE and are conclusively deemed to have been prepared by the Customer. Unauthorized use or alteration of a BOL voids Envoy Logistics’ payment obligations and rate quotes. Envoy may, but is not obligated to, correct or replace shipping documents at the Customer’s expense if they are found to be inappropriate for the services requested.

8. Cargo Claims and Insurance

Envoy Logistics is a broker and does not carry cargo insurance for customers. Any insurance is provided through the third-party trucking company used and is governed by that carrier’s General Rules Tariff. Envoy will attempt to assist in claim resolution as a courtesy but assumes no liability for the outcome. Visible damage must be noted on the delivery receipt. Concealed damage must be reported within forty-eight (48) hours of delivery or within the time period required by the carrier’s governing tariff, whichever is shorter. Customer shall have no right to withhold or 'offset' payment from Envoy for transportation of Goods based on any pending Cargo Claims or perceived deficiency in services. All freight charges must be paid in full before a claim can be processed. Envoy has no obligation to assist Customer with the filing or resolution of Cargo Claims if Customer has not paid Envoy’s invoices in full for the shipments in which the claim arose.

9. Limitation of Liability

Envoy Logistics is not liable for loss, delay, or damage caused by the carrier, Customer, or third parties, nor for acts of God, public enemies, labor disputes, or mechanical failures. Envoy shall only be liable for damages caused by its own gross negligence, and such liability shall be limited to the fees earned by Envoy Logistics for the specific shipment in question. Except for Customer’s payment obligations and indemnification obligations, in no event shall Envoy’s aggregate liability arising out of or relating to this Agreement exceed the total fees paid by Customer to Envoy during the twelve (12) months preceding the event giving rise to the claim.

 

10. Disclaimer of Warranties

ENVOY LOGISTICS MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ENVOY LOGISTICS SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF PROFITS OR INCOME.

11. Website and System Availability

Envoy Logistics does not guarantee uninterrupted access to its website or customer portal and will use commercially reasonable efforts to restore service during outages or technical failures. Envoy Logistics shall not be liable for any data loss or business disruption resulting from system downtime.

12. Broker Status

Envoy Logistics is a transportation broker as defined by 49 U.S.C. § 13102(2) and NOT a motor carrier. Envoy acts solely as an intermediary arranging transportation through third-party carriers. Envoy Logistics does not assume possession, custody, or control of Customer’s freight at any time. Regardless of carrier terms, Envoy’s liability shall never exceed the limitations set forth in these Terms.

13. Indemnification

Customer agrees to indemnify, defend, and hold Envoy Logistics harmless from and against any and all claims, liabilities, fines, and damages (including attorney's fees) arising out of or related to: (i) Customer’s breach of these Terms; (ii) any act or omission by the Customer; or (iii) any person accessing the Envoy website/portal via the Customer's credentials.

14. Force Majeure

Envoy Logistics shall not be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, government actions, cyber events, or infrastructure failures.

15. Non-Solicitation

Customer agrees that it shall not, for a period of twelve (12) months following the last shipment arranged by Envoy Logistics, directly or indirectly solicit or contract for transportation services from any Carrier first introduced to Customer by Envoy Logistics. This provision shall not apply to Carriers with whom Customer can demonstrate a documented pre-existing business relationship prior to the introduction by Envoy Logistics.

16. Term and Termination

This Agreement shall remain in effect until canceled by either party upon thirty (30) days' written notice to the other party. If Customer terminates this Agreement, Customer agrees to pay all fees and expenses incurred up to the point of termination. Envoy Logistics has the right to immediately terminate this Agreement upon breach of the Agreement by Customer for failure to pay fees.

17. Forum Selection and Choice of Law

Any claim or dispute relating to these Terms or services shall be filed in the County of Marathon, Wisconsin, or in the United States District Court for the Western District of Wisconsin, and shall be governed by the laws of the State of Wisconsin.

18. Changes to Terms

Envoy Logistics may modify these Terms by providing notice to the Customer’s address or by posting updates at www.envoylogistics.com/terms-and-conditions. Changes are effective for all transactions occurring after the date of such notice or posting.

19. Entire Agreement

These Terms constitute the entire agreement between Envoy Logistics and the Customer. If any provision is found to be invalid, the remaining provisions remain in full effect.