EXHIBIT 10.14
DEDICATED TRANSPORTATION AGREEMENT
AGREEMENT made and entered into as of the 1st day of August, 1999 by and between
SONOCO PRODUCTS COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, having an office at
XXXXX XXXXXX XXXXXX, XXXXXXXXXX, XX 00000, (hereinafter referred to collectively
as the "COMPANY,") and LANDAIR TRANSPORT, INC. having an office at 000 XXXXXXX
XXXX, XXXXXXXXXXX, XXXXXXXXX 00000 and engaged in conducting the business of
transporting property by motor vehicle as a contract carrier (hereinafter
referred to as the "CARRIER"):
W I T N E S S E T H:
WHEREAS, CARRIER, as an independent contractor, desires to furnish dedicated
motor carrier services to the COMPANY for the transportation of GENERAL
COMMODITIES and represents that it is a duly qualified contract motor carrier in
interstate commerce under authority issued by the U. S. Department of
Transportation (DOT) or the former Interstate Commerce Commission (ICC), and
where applicable, is a duly qualified contract motor carrier in intrastate
commerce under authority issued by the state or states(s) involved; and
WHEREAS, COMPANY has certain needs and requirements for dedicated motor carriage
transportation and related services and desires to utilize CARRIER to perform
such services;
WHEREAS, CARRIER desires and agrees to provide the transportation and related
services required by COMPANY; and
WHEREAS, this Agreement is entered by COMPANY and CARRIER in accordance with 49
U.S.C. PARA. 14101(b);
NOW, THEREFORE, in consideration of the premises and the mutual agreement herein
contained, the parties hereto agree as follows:
1. CARRIER represents and warrants that it has currently in effect lawful
authority, a copy of which is attached hereto as (Exhibit A),
authorizing CARRIER to furnish services hereunder as a contract carrier.
CARRIER agrees to maintain such authority in effect during the term
hereof. In the event that all or any portion of CARRIER'S operating
authority required by this Agreement shall be revoked, canceled,
suspended or discontinued by operation of law or otherwise, CARRIER
agrees to 1) immediately terminate motor carriage transportation, and 2)
promptly notify COMPANY. If in such event CARRIER fails to terminate or
to notify COMPANY, COMPANY will not be assessed or responsible for
transportation charges for such services provided after the date of
discontinuance, revocation, cancellation or suspension of CARRIER'S
operating authority.
2. Subject to the terms, conditions and provisions of this Agreement,
including the Exhibits and Addenda hereto, which Exhibits and Addenda
are incorporated into and made a part of this Agreement, COMPANY agrees
to tender or cause to be tendered to CARRIER, for
DEDICATED TRANSPORTATION AGREEMENT
transportation in intrastate, interstate or foreign commerce, truckload
shipments in each annual period during the term of this Agreement,
between points and places in the United States as directed by COMPANY,
and CARRIER agrees to accept such tender and to transport and deliver
each shipment promptly and efficiently, as so directed, at CARRIER'S
sole risk, cost and expense.
3. Except as expressly stated hereunder, any rates, terms, conditions, or
provisions maintained by CARRIER in tariffs, schedules or circulars
shall not apply to the transportation of commodities tendered by COMPANY
to CARRIER hereunder, and any tender of commodities by COMPANY to
CARRIER for transportation in interstate or intrastate commerce within
the scope of CARRIER'S authority as herein above specified shall be
deemed to be a tender to CARRIER as a contract carrier and shall be
subject only to the terms, conditions and provisions of this Agreement,
including the rates and charges as set forth in Exhibit C, which
exhibits are incorporated into and made a part of this Agreement.
4. Each shipment shall be evidenced by a receipt in the form specified by
COMPANY, which shall be signed by CARRIER or COMPANY'S agent or employee
showing the kind and quantity of commodities received by CARRIER at
origin, but the absence or loss of any such receipt shall not relieve
CARRIER of its obligations and responsibilities with respect to any
shipment made hereunder. The receipt shall be conclusive evidence that
the commodities were received by CARRIER in good order and condition,
unless otherwise noted specifically on the face thereof by CARRIER. In
the event that COMPANY elects to use a xxxx of lading, manifest or other
form of freight receipt or contract, any terms, conditions and
provisions of such xxxx of lading, manifest or other form shall be
subject and subordinate to the terms, conditions and provisions of this
Agreement and, in the event of a conflict between the terms, conditions
and provisions of such xxxx of lading, manifest or other form and of
this Agreement, the terms, conditions and provisions of this Agreement
shall govern. Upon delivery of each shipment made hereunder, CARRIER
shall obtain a receipt, in a form specified or approved by COMPANY,
showing the kind and quantity of commodities delivered to the consignee
of such shipment at the destination specified by COMPANY and the time of
such delivery, and CARRIER shall cause such receipt to be signed by such
consignee or by such consignee's agent or employee at such destination.
5. CARRIER, at its cost and expense, shall provide motor vehicles and
equipment as specified on the Exhibits and Addenda to this Agreement.
The motor vehicles and equipment shall be used in the services to be
performed hereunder, and such vehicles shall be satisfactory to the
COMPANY and CARRIER shall maintain such vehicles and equipment in good
and efficient condition, both as to operation and appearance and, except
as stated in this Agreement or in the Addenda or Exhibits hereto, at
CARRIER'S cost and expense. CARRIER shall employ personnel in the
operation of such vehicles and equipment that are satisfactory to the
COMPANY, shall procure and maintain all licenses and permits as required
by local, state, or federal authorities with respect to such
transportation services and shall comply with all laws and regulations
applicable thereto.
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DEDICATED TRANSPORTATION AGREEMENT
6. As the entire compensation for the services provided by CARRIER
hereunder, COMPANY shall pay CARRIER in accordance with the rates,
charges, and provisions set forth in the Addenda and Exhibit C to this
Agreement. The rates, charges, and provisions set forth in the Addenda
and Exhibit C shall remain in effect during the term of this Agreement
unless amended by COMPANY and CARRIER in a signed and dated writing.
CARRIER shall retain a copy of all contracts and amendments for a period
of three years after termination or expiration.
7. All outbound shipments tendered to CARRIER under this Agreement shall be
freight prepaid except for shipments destined to COMPANY facilities
which may be shipped freight collect. COMPANY will make payment within
21 days of receipt of freight xxxx. A failure of COMPANY to make payment
within 21 days shall not be considered a breach of this Agreement.
8. CARRIER shall be an independent contractor and shall have exclusive
control and direction of the employees operating vehicles or otherwise
engaged in such transportation services. CARRIER assumes full
responsibility for the payment of local, state, and federal payroll
taxes or contributions or taxes for unemployment insurance, old age
pensions, workers' compensation, or other social security and related
protection with respect to the employees engaged in the performance of
such transportation services and agrees to comply with applicable rules
and regulations promulgated under such laws.
9. To the fullest extent permitted by law, CARRIER shall indemnify, defend
and hold harmless COMPANY, its officers, employees, agents and
representatives from and against any and all claims, causes of action,
damages, claims for damages, liability, loss or expense, including
attorney's fees and expenses of litigation, arising out of or in any way
related to the performance of this contract. CARRIER further agrees to
indemnify, defend and hold harmless COMPANY, its officers, employees and
representatives from any and all such claims, including but not limited
to claims for property damage, bodily injury, emotional distress or
death, and including but not limited to claims, injuries or damages
caused or alleged to be caused in whole or in part by any negligent or
willful act or omission of CARRIER or anyone for whose acts CARRIER may
be liable. COMPANY agrees to reimburse CARRIER for damage to trailers
resulting from COMPANY'S loading, unloading or overloading of trailers.
10. CARRIER further agrees to procure and maintain, at its sole cost, and
from an insurance carrier approved by COMPANY, Worker's Compensation
Insurance, Employer's Liability Insurance, Comprehensive General
Liability Insurance and Automobile Liability Insurance, all in
conformance with the requirements of this contract. COMPANY shall be
named as an additional insured on each of the above-listed policies
except for Worker's Compensation. CARRIER shall be required to provide
to COMPANY certificates of insurance evidencing the existence and
maintenance of each these policies and the fact that COMPANY is afforded
insurance coverage as an additional insured under each of the policies
specified above. Such certificate of insurance shall be made a part of
this Agreement and shall be identified as Exhibit B. CARRIER'S failure
to provide said certificates of insurance as
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DEDICATED TRANSPORTATION AGREEMENT
required shall not relieve CARRIER of its obligation to procure
insurance as required herein. The insurance required by this provision
shall specifically include and provide contractual liability insurance
covering the CARRIER'S obligations under this paragraph. CARRIER shall
maintain comprehensive General and Automobile Liability Insurance
written with limits of liability as follows: Combined Single Limit
Comprehensive Liability for Bodily Injury and Property Damage of not
less than $1,000,000 per Occurrence and $5,000,000 Aggregate, and
Combined Single Limit Comprehensive Automobile Liability for Bodily
Injury and Property Damage of not less than $1,000,000 per Occurrence
and $5,000,000 Aggregate. All insurance policies shall contain a
provision that the coverage afforded thereunder shall not be canceled or
restrictive modifications added, until at least thirty (30) days prior
written notice has been given COMPANY.
11. CARRIER shall be liable to the COMPANY for the full actual loss, damage,
or injury to property occurring while in the possession or under the
control of CARRIER hereunder or resulting from CARRIER'S performance of
or failure to perform the services provided for herein; provided,
however, COMPANY shall be responsible for all product loading and
unloading, and damage and loss resulting from loading and unloading
shall not be the responsibility of CARRIER. If a shipment or any part
thereof is lost, damaged or destroyed, and COMPANY believes CARRIER is
responsible for such loss, damage or destruction, the COMPANY will give
CARRIER notice of a potential claim (including an opportunity to
investigate) and shall thereafter submit a claim in writing and CARRIER
shall pay to the COMPANY the COMPANY'S invoice price applicable to the
kind and quantity of cargo so lost, damaged, or destroyed, and unless
included in the sales price, all taxes or fees which the COMPANY may
have paid or may be required to pay or collect in respect to said cargo,
but the COMPANY shall deduct from its claim against CARRIER the
reasonable salvage value of any damaged cargo, and CARRIER shall not be
responsible for consequential damages resulting from product loss. All
claims for loss or damage shall be filed by COMPANY with CARRIER within
nine months from the time of delivery. CARRIER shall settle such claims
within 90 days from the filing date of said claim, or mutually agree
with COMPANY for an extension of that time limit. Suits for loss or
damage to commodities shall be instituted against CARRIER no later than
two years from the day that written notice is given by CARRIER to
COMPANY that the CARRIER has disallowed the claim or any part of the
claim. The parties agree that any statute of limitations lessening the
time for filing suit for loss or damage shall not apply.
12. In the event the performance of the Agreement by either party is
affected by Force Majeure such as strike or other labor disturbance,
fire, riot, wars, acts of God, governmental regulations, or any other
cause beyond the reasonable control of either party hereto, the running
of all periods of time mentioned herein shall be suspended during the
continuance of such interruption. Such period of suspensions shall not
in any way invalidate this Agreement, but on resumption of operations,
the deliveries shall be continued and no liability shall be incurred by
either party for damages resulting from such suspensions.
13. This Agreement shall not be assigned or transferred by CARRIER or
COMPANY without the written consent of the other party hereto. However,
COMPANY may assign its interest
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DEDICATED TRANSPORTATION AGREEMENT
without such consent to a wholly owned subsidiary of COMPANY. In the
event this Agreement is assigned or transferred by either party pursuant
to this Agreement, the assignee and/or transferee shall be bound and
obligated to perform all of the terms and conditions set forth herein.
In addition, the assignor or transferor herein shall continue to be
bound and obligated to the terms and conditions herein unless released
in writing by the other party.
14. Except as and to the extent required by law, or as may be necessary for
the performance of its duties hereunder, CARRIER shall not disclose the
existence of this Agreement, any provision hereof, or any information
provided by COMPANY to CARRIER in connection herewith, without the
written consent of COMPANY, and the provisions of this section shall
survive the termination, expiration or cancellation of this Agreement.
15. Should a dispute over services rendered or charges assessed under the
terms and conditions of this Agreement arise that cannot be settled by
the parties hereto, CARRIER and COMPANY agree to have such dispute
arbitrated by a mutually-agreeable third party and to be bound by the
result of such arbitration.
16. This Agreement shall be subject to and shall be interpreted in
accordance with the laws of the State of South Carolina both as to
interpretation and performance.
17. CARRIER shall not have and expressly waives any lien, security interest
or encumbrance on any shipment tendered by COMPANY hereunder.
18. To the extent that CARRIER may engage another carrier to transport a
shipment tendered by COMPANY hereunder in whole or in part ("Substituted
Service"), CARRIER shall remain responsible to COMPANY for loss or
damage to commodities or any other obligation of CARRIER included
hereunder as if CARRIER had performed the Substituted Service itself,
and CARRIER shall be solely responsible to pay the transportation
charges of any substituted carrier. CARRIER shall also indemnify and
defend COMPANY from and against claims or causes of action of any kind
made by such carrier or by any other person in connection with the
provision of the Substituted Service.
19. Except as provided hereunder, COMPANY and CARRIER expressly waive any
and all rights and remedies that are provided under Part B of Subtitle
IV of Xxxxx 00, Xxxxxx Xxxxxx Code, except where otherwise prohibited by
law.
20. This Agreement, including the Exhibits and Addenda incorporated herein
and made a part of this Agreement, alone states the rights and
obligations of the parties with respect to the subject matter hereof and
supersedes all prior negotiations, understandings or other agreements.
21. This Agreement may not be modified or amended except by an instrument in
writing that is signed by the parties. COMPANY and CARRIER agree that,
if desired, such amendments may be made by facsimile.
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DEDICATED TRANSPORTATION AGREEMENT
22. Whenever this Agreement refers to the original parties, CARRIER and
COMPANY, the terms shall include each parties' respective successors,
successors-in-title, assigns, transferees or any other legal
representative of a party to so bind and obligate such successor,
successor-in-title, assignee, transferee or other legal representative
to the terms and conditions herein.
23. The term of this Agreement shall commence on the date first above
written and shall continue in effect for the period(s) set forth on the
Addenda and Exhibits hereto (as such are amended and supplemented from
time to time); provided, however, that in the absence of written notice
delivered to the other party by either party to this Agreement of the
intention not to continue under the terms of this Agreement, beginning
on the day that is 90 days before the scheduled termination of this
Agreement (with respect to any service hereunder) the term of this
Agreement shall be extended one extra day for each day of operation
under this Agreement until either or both parties have given notice of
their intention to terminate. It is the intention of this "evergreen"
extension clause that each party have at least 90 days notice of the
other party's intention not to continue under this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above written.
COMPANY: CARRIER:
SONOCO PRODUCTS COMPANY LANDAIR TRANSPORT, INC.
NORTH SECOND STREET 000 XXXXXXX XXXX
XXXXXXXXXX, XX 00000 XXXXXXXXXXX, XX 00000
BY: /s/ Xxxxxx Xxxxxxxxx BY: /s/ Xxxx X. Xxxxxx
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TITLE: Director, Corporate Logistics TITLE: President, Dedicated Operations
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WITNESS: Xxxxx Xxxxxx WITNESS: P. Xxxxxxx Xxxxx
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