COYOTE LOGISTICS CARRIER TERMS & CONDITIONS (2018)

1.    Introduction

• 1.1    Coyote Logistics UK Limited (“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.
• 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 & conditions.
• 1.3    Where Services are provided at Coyote Logistics request on behalf of Coyote Logistics customers, Coyote Logistics will be responsible for payment of the transportation charges but otherwise is acting as the agent of Coyote Logistics customers.
• 1.4    These terms & conditions take precedence over any previous agreement between Coyote Logistics and the Carrier.
• 1.5    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.
• 1.6    The Carrier is an independent contractor and no contract subject to these terms & conditions shall be deemed to constitute a partnership, joint venture, representative or agency relationship between the parties. The Carrier will ensure that all drivers engaged by Coyote Logistics will be employees of the Carrier or the relevant subcontractor.
• 1.7    The Transfer of Undertaking (Protection of Employment) Regulations 2006 (SI2006/246) shall not apply to any contract subject to these terms & conditions and no Carrier employees shall be dedicated to Coyote Logistics or Coyote Logistics customers.

2.    Carrier Obligations
The Carrier agrees that:

• 2.1    The Carrier is a professional provider of transportation and related services.
• 2.2    The Carrier will only use vehicles suitable for carrying out transport in accordance with all legal and official regulations and that all necessary permits and licences required for undertaking the transport are available for inspection upon request.
• 2.3    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.
• 2.4    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 utilise a background check agency acceptable to Coyote Logistics to complete a background check on all Personnel prior to assigning them to perform the Services. The Carrier will perform 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 appear friendly, well dressed and conduct themselves in an appropriate manner. The driver will never drink and drive. The driver will never use illegal substances that could impair his driving abilities.
• 2.5    Coyote Logistics is entitled to make enquiries regarding its Operators Licence, insurance and other legal documentation and the Carrier will provide copies upon request.
• 2.6    The Carrier’s trucks may be audited by Coyote Logistics or Coyote Logistics customers at any time to confirm the above conditions are met. (Quality, safety, environment, working time and to check the condition of trucks on the road).
• 2.7    The Carrier’s drivers are instructed to check that loads are secure before departure and no illegal immigrants or contraband are being carried.
• 2.8    The Carrier shall give Coyote Logistics access to its GPS system so that Coyote Logistics can see the truck position online at all times.
• 2.9    The Carrier shall keep informed the Coyote Logistics account manager about delays and problems as soon as is possible and give updates at least twice per day regarding working hours and break requirements.
• 2.10    The Carrier will use all reasonable efforts to recognise poor drivers and appropriate action shall be taken to improve their quality (on-time) or quantity (distance) performance.
• 2.11    The Carrier shall specifically follow any written transport instructions provided by Coyote Logistics or Coyote Logistics customers (not the CMR). The Carrier agrees and understands that penalties 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.
• 2.12    The Carrier shall replace the trucks when there are problems or delays with planned trucks / loads to keep Coyote Logistics collections and deliveries on time.
• 2.13    All shipments are subject to these terms & conditions and international shipments are also subject to the CMR convention.
• 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    The Carrier must inform Coyote Logistics as soon as reasonably practicable of any need to take a truck back for service or other commitment, before it is planned to take a load. 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    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.
• 2.18    The Carrier acknowledges that unless agreed otherwise, Coyote Logistics will not be responsible for customs clearance of goods transported by the Carrier under a contract subject to these terms & conditions.
• 2.19    The Carrier acknowledges that Coyote Logistics will not be the consignee of the goods which will be transported by the Carrier under a contract subject to these terms & conditions.
• 2.20    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/.
• 2.21    The Carrier acknowledges and agrees that it will provide Coyote Logistics only with data that it has gathered in compliance with applicable data protection law, and has secured consent where required (such as where Carrier provides drivers’ phone numbers to Coyote Logistics so that it can deliver its services).

3.     Coyote Logistics Obligations

• 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 Transport Order.
• 3.2    Unless otherwise agreed, payment will be made within 28 days of receipt of a valid invoice.

4.     Liability

• 4.1    Subject to Clause 4.5 below, the Carrier will be responsible for all loss or damage 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.
• 4.2    Claims for loss or damage may be filed at any time within one year after the cargo was tendered to the Carrier. The Carrier will acknowledge all claims within 30 days of receipt and pay, decline or make a firm compromise settlement offer in writing within 60 days of receipt.
• 4.3    For claims relating to loss or damage of goods transported on behalf of Coyote Logistics customers, Coyote Logistics is authorised 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 & conditions.
• 4.4    The Carrier will provide reasonable cooperation in relation to the conduct of investigations and preparation of reports related to loss, damage, fraud, shrinkage, misdelivery, theft and other matters of concern.
• 4.5    The Carrier’s liability in relation to loss, damage or theft of cargo shall not exceed €150,000 per vehicle shipment, save where the CMR convention, other convention or local law provides for higher liability.
• 4.6    Neither party shall be liable under any circumstances to the other party for lost opportunities or profits, or special, indirect or consequential losses.
• 4.7    Nothing in these terms & 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.
• 4.8    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.
• 4.9    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:
  • 4.9.1    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;
  • 4.9.2    any Carrier breach of these terms & conditions;
  • 4.9.3    gross negligence or wilful misconduct of the Carrier, Carrier’s subcontractor or any of their respective Personnel; or
  • 4.9.4    any claim whatsoever in nature made against Coyote Logistics by the Carrier’s Personnel.

5.    Insurance

• 5.1    The Carrier will maintain at its expense:
  • 5.1.1    goods in transit insurance with a limit of at least €150,000 per vehicle shipment;
  • 5.1.2    compulsory vehicle liability insurance;
  • 5.1.3    public liability insurance with a limit equivalent to €5,000,000 per occurrence; and
  • 5.1.4    employer’s liability insurance with a limit required by law.
• 5.2    The Carrier will not permit its insurance policy coverage limits to be reduced below the minimum amounts set out in Clause 5.1 or any such policy to be cancelled without at least 30 days written notice to Coyote Logistics.
• 5.3    The Carrier will ensure that any subcontractors also maintain insurance in accordance with Clause 5.1 and 5.2 above.

6.    Termination

• 6.1    Either party may terminate any agreement that is subject to these terms & 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.    Law and Jurisdiction

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