MOTOR TRANSPORTATION CONTRACT
American Honda Motor Co., Inc.
and
Allied Systems, Ltd.
MOTOR TRANSPORTATION CONTRACT
This Motor Transportation Contract (Contract) is by and between AMERICAN HONDA
MOTOR CO., INC. (Shipper), whose address is 0000 Xxxxxxxx Xxxx., Xxxxxxxx, XX,
00000-0000; and Allied Systems, Ltd. (Carrier) whose address is 000 Xxxxxxxxxx
Xxxxxx, Xxxxxxx, XX 00000.
This document contains all provisions of the Contract except transportation
particulars (namely rates, routes, and transit standards) which are covered by
Appendices to this Contact. (APPENDICES WITH RATES AND ROUTES NOT ATTACHED.)
1. TRANSPORTATION SERVICE
Carrier shall provide Shipper with complete delivery and transportation service
from and to points designated in the attached Appendices. Delivery service will
comply with all Shipper policies including, but not limited to transportation
standards, covered in the attached Appendix, and damage prevention and claims.
Subject to the contingencies herein recited, Shipper shall retain Carrier to
perform such services during the period of this agreement and to tender minimum
volumes as found in the attached Appendices for shipment each year this contract
remains in effect.
2. EFFECTIVE DATE AND DURATION
This Contract shall take effect as of April 1, 2002 and terminate as of March
31, 2003. The term shall be automatically extended for successive periods of one
(1) year until terminated by either party upon not less than sixty (60) days
prior to the expiration date of the current term.
3. GENERAL TERMINOLOGY AND CONDITIONS
The general terminology and conditions of this Contract for transportation
services are described in the appropriate Appendices.
In the event of a conflict between this Contract and an Appendix hereto, the
Appendix shall prevail.
4. RATES AND CHARGES
Carrier shall charge Shipper and Shipper shall pay Carrier for the
transportation services herein listed, per the schedule of rates and charges as
found in the attached Appendix. Shipper shall make full payment for all
undisputed invoices within thirty (30) days of the receipt of such invoices.
Rates will be based on mileages derived from the Rand XxXxxxx Milemaker program
rounded up to the closest five (5) or ten (10) mile increment.
5. SERVICE COMMITMENT
Carrier agrees to provide service per the transit and compliance percentage
standards agreed upon at the quarterly Vendor Performance Excellence Program
meeting. If the Carrier fails to meet the standards within a quarterly period,
the Shipper may request the Carrier provide a written corrective action plan.
The corrective action plan must include a timeline and the measurable items
necessary to provide service per the standards. The corrective action plan must
be submitted to Shipper within fifteen (15) days of notification of
non-compliance. If the Carrier does not provide service per the standards within
thirty (30) days of the submission of the corrective action plan, Shipper can
eliminate the origin, railhead or route(s) from the Contract without penalty.
Carrier and Shipper agree that at the reasonable discretion of the Shipper,
transit and/or compliance percentage standards can be adjusted to facilitate
continuous improvement.
Shipper and Carrier agree that the transit and compliance percentage standards
shall exclude any vehicles which Shipper tenders for delivery to Carrier but
which cannot be transported by Carrier in a timely manner due to a Force Majeure
event as described in Section 10.
6. DAMAGE INSPECTIONS REIMBURSEMENT AND REPAIR COSTS
Shipper shall notify Carrier in writing of any claim for vehicle damage or loss
within nine (9) months following the discovery of the damage or loss. Carrier
shall be allowed ninety (90) days from time of notification in which to
investigate, deny, or pay claims as presented.
Notwithstanding any other provisions of this Agreement to the contrary, the
following provisions shall govern damage to vehicles.
DAMAGE CLASSIFICATION: Damaged vehicles are classified into one of six
categories depending upon severity of damage and particular circumstance.
CLASS 1: Vehicle is damaged to the extent that it can be repaired and sold
as new.
CLASS 2: Vehicle is damaged to the extent that it can be repaired, but
cannot be sold as new; therefore, classified as "Other than New."
CLASS 3: Vehicle is considered constructive total loss, as such safety or
integrity is compromised and vehicle will be destroyed or donated for
limited training and/or testing and research purposes dependent on
decision solely made by Shipper.
CLASS 4: Vehicle is completely destroyed and is considered an actual total
loss; noting that crushing or further destruction may or may not be
necessary.
CLASS 5: Vehicle is export vehicle and is damaged to such a degree that it
cannot be repaired.
CLASS 6: Vehicle is stolen or missing while in Carrier custody.
THIRD PARTY INSPECTION: Carrier and Shipper will utilize a third party
acceptable to both Carrier and Shipper to inspect damaged vehicles.
Shipper will be the sole judge of what comprises a critically damaged
vehicle and will solely determine vehicle's disposition.
CLAIM VALUATION AND VEHICLE DISPOSITION:
CLASS 1 VEHICLES: Carrier will reimburse Shipper for the entire repair
cost incurred at a Shipper authorized repair facility. Additionally, cost
of survey and transportation for delivery and return of such vehicles
shall be reimbursed if applicable.
CLASS 2 VEHICLES: Carrier will reimburse Shipper for the entire repair
cost incurred at a Shipper authorized repair facility. Additionally, cost
of survey and transportation for delivery and return of such vehicles
shall be reimbursed if applicable. Carrier shall also provide settlement
to Shipper for value of depreciation; namely difference in value from
selling vehicle as "other than new" from that of a new vehicle's dealer
invoice value. This depreciation is calculated as $[XXXX] or [XXXX]% of
dealer cost, whichever is less.
CLASS 3 VEHICLES: Carrier will provide settlement to Shipper for entire
dealer invoice value (which includes incurred freight) of vehicle less
salvage allowance of [XXXX] percent. Additionally, cost of survey and
transportation for delivery and return of such vehicles shall be
reimbursed if applicable.
CLASS 4 VEHICLES: Carrier will provide settlement to Shipper for entire
dealer invoice value (which includes incurred freight) of vehicle less
salvage allowance of [XXXX] percent. Additionally, cost of survey and
transportation for delivery and return of such vehicles shall be
reimbursed if applicable.
CLASS 5 VEHICLES: Carrier will provide settlement to Shipper for entire
commercial invoice value (which includes incurred freight) to exported
country (less any profit not earned or costs not incurred). Additionally,
cost of survey and transportation for delivery and return of such vehicles
shall be reimbursed if applicable.
CLASS 6 VEHICLES: Carrier will provide settlement to Shipper for entire
dealer invoice value (which includes incurred freight) of vehicle.
Additionally, Carrier will reimburse associated survey costs. If said
vehicle is recovered, Shipper shall further classify category of vehicle
and make appropriate refunds based on such classification.
At no time shall the Xxxxxxx xxxx the Shipper for return freight charges, to a
repair facility and back to a dealer or auction facility, of a vehicle damaged
while in the care and custody of the Carrier.
7. AGENT
For purposes of this Contract, any third party performing any obligation of
Shipper or Carrier is considered to be its agent.
8. INSURANCE
Carrier shall at all times during the term of the Contract procure and maintain
Automobile Liability Insurance providing Bodily Injury and Property Damage
insurance on the vehicles owned, leased or hired by Carrier that are used to
transport vehicles on behalf of Shipper in the minimum amount of $5,000,000.00,
combined single limit for each occurrence or such higher amount that may be
required by law, regulation or order of any public or insurance authority having
jurisdiction. Carrier shall also maintain (a) Motor Truck Cargo Liability
Insurance coverage for direct physical loss or damage to cargo, excluding perils
of Force Majeure, as set forth in Paragraph 10. Such coverage shall be include
of cargo stored at a Carrier's terminal; (b) Employer's Liability and Workers
Compensation insurance against liability for death or injury to employees of
Carrier in such amounts as are required by applicable laws; (c) Commercial
General Liability Insurance, including contractual and property damage with a
combined single limit of at least $5,000,000.00 for each occurrence Carrier
shall furnish Shipper with a certificate(s) of insurance evidence within ten
(10) days of the execution of this contract. Insurance policies may not be
modified materially or cancelled without thirty (30) days prior notice to
Shipper.
9. CONFIDENTIALITY
The provisions of this Contract are considered confidential and, as to certain
terms, including rates, are considered trade secrets, and may not be disclosed
to a third party without the consent of the other parties except: (A) as
required by statute, regulation or court order, (B) to a parent, affiliate or
subsidiary company, or (C) to an auditing firm that is agreeable to the
confidentiality provisions. If this provision is breached, this Contract may be
terminated upon 30 days written notice by the non-disclosing party to the
disclosing party.
10. FORCE MAJEURE
A party may be excused from its performance if prevented or delayed by the
following force majeure conditions: Act of God, authority of law, weather
impediments, fire, explosion, labor disputes, embargo, war, insurrection,
derailment or like causes beyond its control. The force majeure event will
excuse only the service or performance item affected by the force majeure event.
The Contract shall be suspended but not extended during the force majeure
period, provided however amounts due for transportation services provided shall
be paid. The party claiming force majeure shall promptly notify in writing all
other parties when the force majeure begins, the nature of the force majeure,
and when the force majeure is terminated.
11. ARBITRATION
If a question or controversy arises between the parties concerning the
observance, performance, interpretation or implementation of any of the terms,
provisions, or conditions contained herein or the rights or obligations of
either party under this Agreement, such question or controversy shall in the
first instance be the subject of a meeting between the parties to negotiate a
resolution of such dispute which meeting shall occur within fifteen (15) working
days after written request for the meeting by any party. If, within thirty (30)
days after the meeting, the parties have not negotiated a resolution or mutually
extended the period of negotiation, either party may seek resolution of the
questions or controversy pursuant to binding arbitration. In addition, any party
may initiate arbitration immediately should the parties be unable to schedule,
or hold, an initial meeting within fifteen (15) working days after a written
request for a meeting.
The party calling for arbitration ("Initiating Party") shall give written notice
the other party setting forth: (a) a statement of the issue(s) to be arbitrated;
(b) a statement of the claim showing that Initiating Party is entitled to
relief; and (c) a statement of the relief to which the Initiating Party claims
to be entitled. Within twenty (20) days from the receipt of such notice, the
other party ("Receiving Party") may submit its written response and give notice
in the same manner required above of additional issues to be arbitrated. The
Initiating Party shall have ten (10) days from receipt of said response to
respond to any issues submitted for arbitration by the Receiving Party.
Within sixty (60) days of the date of the Initiating Party's written notice
requesting arbitration, each party shall designate a competent and disinterested
person to act as that party's designated arbitrator, with the two (2) persons
designated selecting a third neutral arbitrator within thirty (30) days of their
designation. In the event the first two designated arbitrators cannot agree on
the third neutral arbitrator within such thirty (30) day period, the neutral
arbitrator shall be selected pursuant to the rules of the American Arbitration
Association ("AAA"). The arbitration proceeding shall be conducted in accordance
with the Commercial Arbitration Rules of the AAA then in effect, to the extent
not superseded by the terms of this Section. The schedule for the arbitration
proceedings shall be established by the arbitrators in consultation with the
parties. Any arbitration proceedings shall be held at location in Los Angeles
County, California mutually acceptable to the parties, or as established by the
arbitrators if the parties are unable to agree.
The decision and award, if any, of the arbitration panel shall be rendered
within 30 days of the close of the arbitration proceeding. The decision shall be
in writing and include a statement of the reasons and findings of the
arbitrators. Any decision and award of the majority of the panel shall be final
and binding upon the parties. The arbitrators shall not award punitive or
exemplary damages against either party. Judgment upon the decision or award
rendered may be entered in any state or federal court of competent jurisdiction.
The parties shall each bear the expense of their respective designated
arbitrator as well as their own fees and costs. The expense of the neutral
arbitrator shall be shared equally by the parties.
12. MISCELLANEOUS
- Any waiver of any provision in this Contract must be in writing..
Failure to enforce is not a waiver.
- Any claim for overcharges or undercharges must be brought within
three years from the dare of shipment.
13. APPLICABLE LAW
California law shall govern the interpretation and performance of this contract,
except to the extent otherwise provided herein.
14. BINDING EFFECT
This Agreement shall inure to the benefit of the parties hereto and shall be
binding upon the successors and assigns of the parties hereto.
15. ASSIGNMENT
Neither party to this Agreement shall assign its interests in this Agreement
without the prior written consent of the other party.
16. INDEMNITY
Carriers shall indemnify, defend, and hold Shipper, its officers, directors,
employees, an affiliated entities, harmless from any loss, damage, liability or
expense, including reasonable attorneys' fees and costs, arising from the
transportation or delivery of property pursuant to this Contract, or the use,
maintenance or operation of Carriers' equipment inn the performance of Carriers'
duties hereunder, including, but not limited to, claims for personal injury or
damage to personal or real property: provided, however, that Carriers shall not
indemnify Shipper for Shipper's acts of negligence, willful misconduct, or
breach of representations, warranties or covenants contained in this Contract.
This provision shall survive this Contract's cancellation, expiration or
termination.
Shipper shall indemnify, defend, and hold Carrier, its officers, directors,
employees, and affiliated entities, harmless from any loss, damage, liability or
expense, including reasonable attorneys' fees and costs, arising from the
performance of Shippers' duties hereunder, including, but not limited to, claims
for personal injury or damage to personal or real property: provided however,
that Shippers shall not indemnify Carrier for Carrier's acts of negligence,
willful misconduct, or breach of representations, warranties or covenants
contained in this Contract. This provision shall survive this cancellation,
expiration or termination.
17. ENTIRE UNDERSTANDING
This Contract and all reference attachments represent the entire understanding
of the parties and supersedes all prior and written agreements. This Contract
may not be modified without the parties written consent, shall be construed
(except for matters referring to federal laws or regulations) according to the
laws of the State of California, and has been executed by the duly authorized
representatives of the parties.
IN WITNESS WHEREOF, the parties have caused this contract to be executed by
their duly authorized respective representatives.
AMERICAN HONDA MOTOR CO., INC. ALLIED SYSTEMS, LTD.
By: _______________________________ By: ________________________________
Title: ____________________________ Title: _____________________________
Date: _____________________________ Date: ______________________________
AMERICAN HONDA MOTOR CO., INC.
CONTRACT NO.
APPENDIX 1
BASE RATES EFFECTIVE APRIL 1, 2002
Minimum Miles: [XXXX] Miles
Mileage to be derived from Rand XxXxxxx Milemaker program
ORIGIN DESTINATION FIXED RATE VARIABLE RATE
Albuquerque, NM Local [XXXX] [XXXX]
Alliance, TX Local [XXXX] [XXXX]
Birmingham, LA Local [XXXX] [XXXX]
Doremus II, NJ Local [XXXX] [XXXX]
Xxxx Xxxxxxx, XX XX, XX, XX, XX, XX [XXXX] [XXXX]
East Liberty, OH IA, IL, MI, WI [XXXX] [XXXX]
Xxxx Xxxxxxx, XX XX, XX, XX X. XX, X. XX [XXXX] [XXXX]
East Liberty, OH Crosshaul rates [XXXX] [XXXX]
Irondale, CO Local [XXXX] [XXXX]
Jacksonville, FL Local [XXXX] [XXXX]
Lawrenceville, GA Local [XXXX] [XXXX]
Laurel, MT ID, MT, ND, SD, E. WA, E. WY [XXXX] [XXXX]
Marysville, OH AL, IN, KY, OH, TN [XXXX] [XXXX]
Marysville, OH IA, IL, MI, WI [XXXX] [XXXX]
Marysville, OH KS, MN, MO, W. PA, W. NY [XXXX] [XXXX]
Marysville, OH Crosshaul rates [XXXX] [XXXX]
Miami, FL Local [XXXX] [XXXX]
Petersburg, VA Local [XXXX] [XXXX]
Portland, OR Local [XXXX] [XXXX]
Ridgefield Heights, VA Local [XXXX] [XXXX]
St. Xxxx, MN Local [XXXX] [XXXX]
Tampa, FL Local [XXXX] [XXXX]
Westboro, MA Local [XXXX] [XXXX]
Wilmington, DE Local [XXXX] [XXXX]
Winston-Salem, NC Local [XXXX] [XXXX]
All other crosshaul rates: [XXXX] [XXXX]
ROUNDING: FINAL PRODUCT ROUNDED TO THE XXXXX
CONFIDENTIAL
APPENDIX A TO TRANSPORTATION CONTRACT
This Appendix is made between American Honda Motor Co., Inc. (Shipper); and
Allied Systems Ltd., herein referred to as a "Carrier."
1. TRANSPORTATION: Shipper agrees to tender and Carrier agrees to provide
transportation services outlined in the attached Exhibit.
2. NOTICES: Any notices or correspondence shall be in writing and addressed
as follows:
Shipper - Manager - Auto Logistics, American Honda Motor Co., Inc., 0000
Xxxxxxxx Xxxx., Xxxxxxxx, XX 00000-0000.
Carrier - General Counsel, Allied Systems, Ltd., 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx,
XX 00000.
3. VOLUME COMMITMENT: Shipper agrees to tender and Carrier agrees to haul a
minimum of [XXXX] vehicles annually. If the contract is extended, pursuant
to Section 2 of the Master Contract, Shipper has the right to adjust the
annual minimum volume.
Shipper agrees to provide the shipper with annual volume forecasts.
4. RATES:
As agreed to the parties and incorporated in this Agreement as Appendix A,
Schedule 1 (NEED TO ATTACH RATES AND ROUTES).
--------------------------
[XXXX] Represents material deleted per the Company's request for
Confidential Treatment and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
