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EXHIBIT 10.16
TRANSPORTATION SERVICE AGREEMENT
PREPARED FOR
PANALPINA, INC.
XX. XXXX XXXXXXXXXX
EXECUTIVE VICE PRESIDENT
PRESENTED BY
TRUCK/NET, INC.
XXXXXXX X. XXXXXX
VICE PRESIDENT
FEBRUARY 1997
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TRANSPORTATION SERVICE AGREEMENT
This CONTRACT is for non exclusive services by and between TRUCK/NET, INC.
(hereinafter called "CARRIER") and PANALPINA, INC. (hereinafter called
"SHIPPER").
In consideration of the mutual undertakings herein contained, SHIPPER hereby
agrees to utilize Carrier for the transportation of a portion of SHIPPER's
traffic, and CARRIER hereby agrees to transport such traffic for SHIPPER,
subject to the following terms and conditions:
1. POINTS OF SERVICE AND CARRIER'S PERMIT
CARRIER agrees, as a contract carrier and independent contractor, and not as an
agent or employee of SHIPPER to transport for SHIPPER freight of all kinds as
specified and classified on the Xxxx of Lading, between points as authorized in
CARRIER's contract carrier permit issued by the Interstate Commerce Commission.
2. INSURANCE
CARRIER will keep in force during the term of this agreement, Worker's
Compensation, Comprehensive General/Automobile Liability Insurance, Public
Liability and Property Damage Insurance coverage as mandated by the Department
of Transportation (or other governmental body or agency authorized to set
minimum insurance requirements) or that is reasonable business practice for the
transportation of property under this agreement, whichever is greater.
Certification of such insurance shall be furnished to the SHIPPER.
3. INDEMNIFICATION
Each party hereto agrees to indemnify and save harmless the other party and
Consignee, and their respective employees and agents from any and all
liability, expense (including Attorney fees), cause of action, suit, claim, or
judgment, including liability for injury or death to persons (including the
other party's or Consignee employees) and for loss or damage to property
(including the other party's or Consignee's property) arising out of or
attributable to the acts or omissions of such party including equipment
furnished or service provided, regardless of whether such equipment or
furnished or service provided, regardless of whether such equipment or services
are furnished or performed by such party, its sub-contractors, agents, or
employees, to the extent that such injury, death or damage results from either
negligent acts or omissions or reckless or intentional misconduct of the other
party or Consignee, or acts of the other party or Consignee over which such
party has no control.
The CARRIER assumes full responsibility for, and cost of, compliance with all
laws, rules, and regulations governing highway contract carriers, and all
Federal, State or Municipal license fees, taxes and other charges, now in
force, or hereafter promulgated from time to time.
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4. CLAIMS
SHIPPER or Consignee shall notify the CARRIER within a reasonable period of
time upon the discovery of any loss of or damage to property transported by
CARRIER pursuant to this AGREEMENT. All claims for loss or damage to property
transported by CARRIER must be filed with CARRIER within six (6) months
following delivery or date of expected delivery.
Compensation for any loss or damage to property transported by the CARRIER
pursuant to this AGREEMENT shall be settled based on the Warsaw Convention.
5. APPLICATION OF XXXX OF LADING
To the extent that the terms and conditions contained in the uniform Straight
Xxxx of Lading are not inconsistent with this AGREEMENT, or are inconsistent
with this AGREEMENT, the Xxxx of Lading shall govern the rights and
responsibilities of the parties with respect to the shipments tendered
hereunder.
6. PAYMENT BY SHIPPER OR CONSIGNEE
SHIPPER or Consignee will promptly make payments of invoices submitted by
Carrier to Shipper or Consignee. Invoices shall be accompanied by
substantiating documentation reflecting the service provided and the charges
therefore.
7. STANDARDS OF CARRIER PERFORMANCE
CARRIER agrees to perform all transportation service under this AGREEMENT in a
first-class, efficient, workmanlike manner, in conformity with generally
accepted standards and practices of the transportation industry. CARRIER
agrees to use equipment that is in providing transportation service to SHIPPER
in a first-class condition and in full compliance with applicable safety
regulations. Drivers, agents and helpers of CARRIER will conduct themselves in
a courteous and businesslike manner.
8. TERM
This AGREEMENT shall become effective upon execution by both parties and, shall
remain in effect for a period of twenty-four (24) months, and automatically
renew for subsequent one year periods unless either party gives written notice
of its intent to cancel this AGREEMENT ninety (90) days prior to the end of the
contract year, or subsequent one (1) year extension.
Any assignment or brokerage of this Contract by the CARRIER without the written
consent of the SHIPPER having first been obtained, shall be void and of no
effect.
However, it is contemplated that TRUCK/NET, Inc. will subcontract for the
service of other carriers to perform the services contemplated in this
agreement, and no consent of the shipper will be required.
All mileage rates used during the TERM of this AGREEMENT shall be based on Rand
XxXxxxx Household Goods Carrier's Bureau, mileage guide No. 15 or subsequent
updates.
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9. SEPARABILITY
In the event that any provision contained in this AGREEMENT shall violate any
applicable statue, ordinance, rule or law, such provision shall be ineffective
to the extent of such violations without invalidating any other provision of
this AGREEMENT.
10. GOVERNING LAW
The provisions of this AGREEMENT shall be construed and enforced according to
the laws of the State of Georgia to the extent that they are not inconsistent
with the applicable federal or state regulatory laws binding upon the CARRIER.
11. NOTICES
Notices hereunder shall be given in writing by U.S. Mail, postage prepaid, or
facsimile to the other party and shall be effective upon receipt of
acknowledgement to the originating party. Notification must show effective
date, expiration date, and carrier name, and shall be sent to the following
addresses:
(CARRIER) (SHIPPER)
TRUCK/NET, INC. PANALPINA, INC.
0000 Xxxxxxx Xxxxx Xxxx 0000 Xx The Green, 00 Xxxx Xxxxx
Xxxxxxx Xxxx, XX 00000 Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxxx Xxxxx Attention: Xxxx Xxxxxxxxxx
Facsimile: 000-000-0000 Facsimile: 000-000-0000
12. FORCE MAJEURE
Neither party shall be liable for delay or failure to perform, in whole or in
part, any obligation required of it pursuant to this AGREEMENT, by reason of
contingencies beyond the reasonable control of the party affected, including
among other, act of God, civil commotion, fire, explosion, labor dispute,
earthquake, flood or windstorm, or by reason of any law, regulation, or
requirement of any governmental authority.
13. CONFIDENTIALITY
Except as otherwise required by law, neither party may disclose to others
except third party auditing services any information regarding this AGREEMENT
nor the services provided hereunder without prior written approval of the other
party.
14. ADDENDUM
All conditions of this AGREEMENT shall be applicable to the addendums as they
pertain on attachments provided by either the CARRIER or SHIPPER.
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15. ENTIRE UNDERSTANDING
This AGREEMENT and the attached Appendices represent the entire understanding
of the parties and cannot be amended except in writing signed by both parties
and supersedes and replaces all previous agreements.
In witness whereof, the parties hereto have caused this AGREEMENT to be
executed by their duly authorized representatives as follows:
(CARRIER) (SHIPPER)
TRUCK/NET, INC. PANALPINA, INC.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxxxxx
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Title: Vice President Title: Executive Vice President
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Date: Feb. 6, 1997 Date: Feb. 7, 1997
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