Carrier – Terms and Conditions

1.    Introduction

• 1.1   Coyote Logistics UK Limited and/or Coyote Logistics B.V. (each “Coyote Logistics”) wishes to appoint the Carrier to provide transportation of goods and related services (“Services”) on behalf of Coyote Logistics and/or Coyote Logistics customers. The relevant Coyote Logistics entity will be stated in the applicable Rate Confirmation, which is emailed to the Carrier for each Load.
• 1.2    It is agreed that the Carrier will provide the Services to Coyote Logistics and/or Coyote Logistics customers in accordance with these Terms and Conditions, regarding all shipments.
• 1.3    These Terms and Conditions take precedence over any previous agreement between Coyote Logistics and the Carrier.
• 1.4    Unless agreed otherwise in writing, the Carrier acknowledges and agrees that Coyote Logistics makes no promises or representations whatsoever as to the amount of business that the Carrier can expect at any time and no minimum volume of business is agreed.
• 1.5    The Carrier is an independent contractor and no contract subject to these Terms and Conditions shall be deemed to constitute a partnership, joint venture, representative or agency relationship between the parties.

2.    Carrier Obligations

• 2.1    The Carrier will operate and maintain in satisfactory and safe working condition all motor vehicles, trailers and allied equipment necessary to perform transportation services. Carrier must have a 24-hour breakdown and tire service on their vehicles.
• 2.2    All vehicles used for transportation services shall be clean, odor free, dry, leak proof and free of contamination with;
  • a.   No split/ missing floorboards;
  • b.   No protruding nails/screws etc.; and
  • c.   All fastening present and working on curtains.
• 2.3    All vehicles required for temperature control movements will be able to provide a temperature readout within 2 days of delivery if requested. Any Temperature Controlled Goods transshipped must be probed during and after transshipment to confirm no variation in temperature.
• 2.4    Goods cannot be transshipped without written consent from Coyote Logistics.
• 2.5    The Carrier agrees that goods are not to be left unattended if not in secure CCTV parking areas – including fences, lights, guard, controlled access.
• 2.6    The Carrier agrees that all vehicles will be fitted with security measures, including but not limited to padlocks and seals.
• 2.7    The seal on the vehicle cannot be broken without written consent from Coyote Logistics.
• 2.8    All drivers are employees of the Carrier and are entitled to carry out work in compliance with the legal regulations of all transiting countries, in particular where it concerns the employment of foreign nationals.
• 2.9    The Carrier will ensure that its employees, contractors, subcontractors, agents and other representatives (“Personnel”) have sufficient skill, experience and ability to perform the Services. The Carrier will perform appropriate background checks which meet or exceed the requirements contained in law. The Carrier will only assign Personnel to perform the Services that have successfully passed such background checks. The Carrier will further ensure that its drivers conduct themselves in an appropriate manner and obey the law at all times.
• 2.10    The Carrier’s facility and fleet may be audited by Coyote Logistics or Coyote Logistics customers at any time to confirm the above conditions are met.
• 2.11    The Carrier’s drivers are instructed to check that loads are secure before departure and no stowaways or contraband are being carried. If drivers are unable to check the load this must be noted on CMR.
• 2.12    The Carrier shall keep informed the Coyote Logistics account manager about delays and problems as soon as is possible.
• 2.13    The Carrier shall specifically follow any written transport instructions provided by Coyote Logistics. The Carrier agrees and understands that charges may be payable by them where these instructions have not been correctly followed. In the event there is inconsistency in any instructions provided to the Carrier, it shall be the Carrier’s responsibility to contact Coyote Logistics in order to confirm the correct instructions.
• 2.14    The Carrier shall not subcontract any work given by Coyote Logistics without the prior written permission of Coyote Logistics. The Carrier shall remain fully responsible for the acts and omissions of any subcontractor.
• 2.15    Removal of a truck already planned with a customer load may result in the Carrier being charged any additional costs to cover the load with a replacement truck.
• 2.16    The Carrier acknowledges and agrees that where goods are transported on behalf of Coyote Logistics customers, Coyote Logistics is acting as agent only on behalf of the relevant Coyote Logistics customer and has no responsibility for the nature or content of any goods consigned by that Coyote Logistics customer.
• 2.17    Coyote Logistics will not be the consignor or the consignee of the goods and will not be noted as such on the CMR.
• 2.18    The Carrier shall not, without the written prior consent of Coyote Logistics, use in advertising, publicity or otherwise the name of Coyote Logistics, UPS or any affiliated companies, nor any trade name, trademark, service mark, logo, image, trade device or simulation thereof owned by Coyote Logistics, UPS or any affiliated companies.
• 2.19    The Carrier acknowledges that unless agreed otherwise, Coyote Logistics will advise process for customs clearance of goods transported by the Carrier.
• 2.20    The Carrier acknowledges and agrees to comply with the Europe Anti-Slavery and Anti-Corruption Law.
• 2.21    The Carrier acknowledges and agrees to comply with Coyote Logistics Privacy Policy, as may be amended from time to time. A copy of the policy can be found at http://www.coyotelogistics.com/privacy-policy/.

3.     Payments

• 3.1    Coyote Logistics will be responsible for payment of the transportation charges in accordance with the relevant Coyote Logistics Carrier Agreement and/or Coyote Logistics Rate Confirmation.
• 3.2    Unless otherwise agreed, payment will be made within 28 days of receipt of a valid invoice and delivery proof (Signed CMR and/or PODs).
• 3.3    The Carrier shall provide proof of delivery (signed CMR/ and or PODs) and invoice with Coyote Logistics’ load reference number. The Carrier shall email such documentation to the Coyote Logistics accounts department at the address provided by Coyote Logistics. Original proof of delivery documents should be available on request.
• 3.4    Coyote Logistics shall not be required to pay the Carrier any penalties or interest for late payments due hereunder or otherwise.

4.     Claims

• 4.1    All international shipments are subject to these Terms and Conditions and the CMR Convention. In the event of any conflict between these Terms and Conditions and the CMR Convention, the CMR Convention will prevail.
• 4.2    All domestic shipments are subject to these Terms and Conditions and any applicable local law. In the event of any conflict between these Terms and Conditions and the applicable local law, the applicable local law will prevail.
• 4.3    The Carrier will be responsible for all loss, damage or delay to cargo while in the possession, care or control of the Carrier or agreed subcontractor and will pay claims at the replacement cost of goods and direct costs associated with packaging, handling and shipping.
• 4.4    The Carrier will acknowledge all quantified claims within 14 days of receipt and pay, decline or make a firm compromise settlement offer in writing within 60 days of receipt.
• 4.5    For claims relating to loss, damage or delay of goods transported on behalf of Coyote Logistics customers, Coyote Logistics is authorized to deal with the claims as agent on behalf of the Coyote Logistics customer. At the discretion of Coyote Logistics or the Coyote Logistics customer, the Coyote Logistics customer may present claims direct to the Carrier and all claims will be subject to the terms of these Terms and Conditions.
• 4.6   The Carrier will provide reasonable cooperation in relation to the conduct of investigations and preparation of reports related to loss, damage, delay, fraud, shrinkage, misdelivery, theft and other matters of concern.
• 4.7    Neither party shall be liable under any circumstances to the other party for lost opportunities or profits, or special, indirect or consequential losses.
• 4.8    Nothing in these Terms and Conditions excludes or limits either party’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation or for any matter for which it would be illegal for either party to exclude or attempt to exclude its liability.
• 4.9    Missed delivery appointments and late collection may result in fees and charges by Coyote Logistics customers, for which the Carrier shall be liable. Late Delivery claims will be subject to the CMR Convention, unless agreed otherwise in writing.
• 4.10    Neither party shall be liable for any delay or default in performing its obligations properly, and all possible outcomes caused by conditions beyond its control including, but not limited to such circumstances as: natural disasters (fires, inundations, earthquakes, hurricanes and similar), industrial and traffic catastrophes; civil disturbances; war actions; strikes; insurrections; terrorist acts; Government restrictions (including the denial or cancellation of any necessary permits), and any other cause beyond the reasonable control of the party whose performance is affected, when these causes could not been forecasted and/or avoided even by taking all possible precautions from the side of the party concerned.
• 4.11   The Carrier releases and will defend, hold harmless and indemnify Coyote Logistics and any of its affiliates, directors, officers or Personnel from and against any loss, damage, settlement, cost, expense and any other liability (including reasonable legal fees) arising out of or resulting from any third-party allegation or claim based on or relating to:
  • 4.11.1 any personal injury, death, or property damage caused by an act or
    omission by the Carrier, Carrier’s subcontractor or any of its respective
    Personnel in connection with the provision of the Services;
  • 4.11.2 any Carrier breach of these terms & conditions;
  • 4.11.3 gross negligence or willful misconduct of the Carrier, Carrier’s
    subcontractor or any of their respective Personnel; or
  • 4.11.4 any claim whatsoever in nature made against Coyote Logistics by the
    Carrier’s Personnel.

5.   Carrier Documentation and Insurance 

• 5.1  Coyote Logistics is entitled to make inquiries regarding its Operators Licence, insurance and other legal documentation and the Carrier will provide copies upon request.
• 5.2    The Carrier will maintain at its expense, unless otherwise agreed in writing:
  • a.  a valid goods in transit insurance;
  • b.  compulsory vehicle liability insurance
  • c.  public liability insurance with a limit equivalent to €5,000,000 per occurrence; and
  • d.  employer’s liability insurance with a limit required by law.
• 5.3    The Carrier will not permit its insurance policy limits to be reduced or any such policy to be cancelled without at least 30 days written notice to Coyote Logistics.
• 5.4    The Carrier will ensure that any subcontractors also maintain insurance in accordance with Clause 5.2 and 5.3 above, that matches or exceeds the Carriers goods in transit insurance limit per event.

6.    Termination

• 6.1    Either party may terminate any agreement that is subject to these Terms and Conditions upon 30 days’ written notice to the other party.
• 6.2    In the event of termination by the Carrier, any sums owed to the Carrier at the date of termination will be paid within 60 days of termination to ensure that all work has been completed satisfactorily and no claims have been received.

7.    Confidentiality

• 7.1   In addition to Confidential Information protected by law, statutory or otherwise, the Carrier agrees that all business, technical and financial information of Coyote Logistics and that of its Customers obtained by the Carrier shall not be disclosed or used for any reason without prior written consent of Coyote Logistics.

8. Law and Jurisdiction

• 8.1    Subject to Clause 4.1 above, this agreement and its interpretation and performance shall be subject to and governed by the laws of England and Wales. The parties agree to the non-exclusive jurisdiction of the English court, save where the CMR convention is applicable.