EXHIBIT 10.14
MOTOR TRANSPORTATION CONTRACT
This Contract is entered into as of the date set forth in the closing
paragraph of this Contract, and is made by and between Combined Express, Inc.
headquartered in Fairless Hills, Pennsylvania, a motor carrier licensed by the
Interstate Commerce Commission, herein called "Service Provider", and Xxxxx &
Xxxxxx Shoe Company with its offices at 0000 Xxxxxxxxxx Xxx., Xx. Xxxxx,
Xxxxxxxx 00000, herein called "Shipper".
RECITALS
A) Service Provider desires to transport freight for hire under a
contractual arrangement with Shipper. The purpose of such arrangement is for
Service Provider to provide transportation services as a contract carrier
licensed by the Interstate Commerce Commission, herein called "ICC".
B) Shipper desires to contract the motor contract carrier
services of Carrier.
C) The arrangements herein contemplates that Service Provider
will provide warehousing and transportation services for Shipper and its
customers at the direction of the Shipper and that charges for such services
will be invoiced directly to Shipper pursuant to this Contract.
TERMS AND CONDITIONS
1) PERMIT NECESSITY: Service Provider will have in place
prior to commencing services pursuant to this Contract a permit issued by the
ICC. Such permit will authorize Service Provider to transport general
commodities on a nationwide basis either for the account of Shipper or for the
account of such generic class which would include Shipper for the duration of
this Contract.
2) DURATION: This agreement shall become effective on
the date first written above and shall continue in force until either part
terminates the Agreement by giving the other party (30) days written notice of
its intention to terminate. Our initial agreement term is for a period of one
year.
3) CONTRACTUAL COMMITMENT: It is the express intent of
the parities that this Contract shall govern all shipments tendered to the
Service Provider by Shipper and that the published rates filed with the
Interstate Commerce Commission shall not apply to any Shipper shipment.
4) SPECIALIZED SERVICES: Service Provider agrees to
provide specialized services with any additional charges for such services to be
set forth in Exhibit A, B and so forth, to Shipper, such services to include,
but not be limited to, multiple pick up and stop-off service, transloading and
labeling of air and ocean international shipments, domestic
shipments, warehousing of merchandise for a specified period, pick and pack shoe
cases as instructed through agreed electronic interchange and such other house
service provider type services which may be required by Shipper.
5) BILATERAL COMMITMENT: Shipper agrees to tender to the
Service Provider a continuing series of shipments moving to, from, or between
facilities of Shipper or its customer or its customer's suppliers or customers
in each of the United States in quantities of not less than five (5) container
shipments per year.
6) SERVICE PROVIDER SERVICE STANDARD: Service Provider
will provide reasonable transportation services pursuant to this Contract.
Service Provider will accept tender of shipments as directed by Shipper, and
load, transport, unload and deliver such shipments promptly and efficiently.
Each shipment shall be evidenced by a uniform motor xxxxxxx xxxx of lading, or
other receipt containing substantially similar terms and conditions. Such xxxx
of lading or receipt is to be signed by Service Provider and will show the kind
and quantity or commodities received and delivered by Service Provider at the
loading and unloading points. To the extent that this Contract is inconsistent
with the terms and conditions of a uniform motor xxxxxxx xxxx of lading or other
receipt, this Contract shall prevail.
7) SERVICE PROVIDERS RATES AND CHARGES: All shipments
under this contract shall be transported in accordance with those rates,
charges, and rules set forth in attached Appendixes. Any changes in those
appendixes must be made by a written amendment signed by both of the parties to
this Contract. The time limit for instituting suit to recover overcharges and
undercharges shall be two years from the date shown on the xxxx of lading.
8) SHIPPER'S OBLIGATIONS: Service Provider and Shipper
agree that Shipper shall pay Service Provider's rates and charges under this
Contract within twenty-one days of receipt of the invoice.
9) CARRIER LIABILITY: Service Provider shall be liable
for lost, damaged or destroyed freight while in possession of Service Provider.
If any part of a shipment is lost, damaged or destroyed, Shipper shall submit a
claim in writing to Service Provider within nine months of the date of loss.
Service Provider shall be entitled to a credit for the reasonable salvage value
of any damaged cargo. Shipper's claim for damage or loss shall be limited to
full actual value.
10) SERVICE PROVIDER'S RESPONSIBILITIES: Service
Provider's liability begins when it signs the xxxx of lading or receipt and
there is nothing further for Shipper or its customer or the xxxx of lading
consignor or consignee to do in tendering the freight to Service Provider.
Service Provider's liability shall end when it receives a signed delivery
receipt from the proper named consignee noting no obvious external damage or
shortages and nothing remains to be done by Service Provider to deliver the
shipment to the consignee. When a shipment is refused by the consignee, or
Service Provider is unable to deliver it for any reason, Service Provider's
liability as a warehouseman shall not begin under Service Provider has placed
the shipment in a public warehouse or in its terminal or storage facility under
reasonable security and written notice has been given Shipper.
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11) NOTICE OF CLAIM: The time limit for filing a claim
based upon loss, damage, injury or delay to freight again Service Provider shall
be nine (9) months from date of delivery or after reasonable time for delivery
has elapsed. This time limit shall be satisfied by the mailing of a claim by
Shipper, Shipper's customer, parties to the xxxx of lading, or the beneficial
owner of the freight within that time limit.
12) STATUE OF LIMITATIONS AND LEGAL FEES: The time for
instituting suite, based on loss, damage, injury or delay to freight pursuant to
this Contract shall be two (2) years and a day from the date of shipment.
13) INDEPENDENT CONTRACTOR: In the performance of
transportation service hereunder, Service Provider shall be an independent
contractor and not an agent or employee of Shipper or its customers. Service
Provider, at its own expense, will furnish suitable trucks, tractors and
semitrailers to comply with this Contract, and to assume all costs, expenses and
liabilities incident to the transportation of shipments, including all costs of
fuel and insurance, and all expenses and liabilities to or arising out of the
maintenance, repair or operation of the equipment.
14) INSURANCE: Service Provider shall procure and
maintain, at the expense of Service Provider liability insurance with a
reputable and financially responsible insurance carrier properly insuring
Service Provider against liability and claims (a) for injuries to persons,
(including injuries resulting in death), in an amount, in the case of each
casualty, of not less an $1,000,000.00; (b) for damage to property, in an amount
not less than $100,000.00 with respect to each accident; and (c) for loss of or
damage to freight, in an amount not less than $1,000,000.00 with respect to each
shipment.
15) SUCCESSOR AND ASSIGNS: This Contract shall be
binding upon the successors and assigns of the respective parties hereto;
provided, however, that neither Service Provider nor Shipper may assign this
Contract or any rights hereunder without prior written consent of the other.
16) DIVISIBILITY: This Contract is divisible. If any
provision is held to be violative of any law or regulation, or is unenforceable
for any reason, such illegality shall not effect the remaining portions of this
Contract, which shall remain in full force and effect.
17) APPLICATION OF LAW: This is a Pennsylvania contract
and shall be construed in accordance with the laws of the State of Pennsylvania.
The parties agree that any disputes arising under this Contract shall be
litigated in the State of Pennsylvania. For that purpose, both parties agree to
submit to the venue and jurisdictional requirements of the Pennsylvania state or
federal courts.
18) COUNTERPARTS: This Contract may be executed in any
number of identical counterparts, and each such counterpart shall be deemed a
duplicate original hereof.
IN WITNESS WHEREOF, the parties have signed this Contract on
the date last below written:
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Dated: Oct. 25, 1999
----------------------
COMBINED EXPRESS, INC. XXXXX & XXXXXX SHOE COMPANY
BY: /s/ [illegible] BY: /s/ Xxxxxxx X. Xxxxxx
------------------------------ -----------------------------
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(PHILADELPHIA)
ASSUMPTIONS
- Services Required: Drayage, handling in and out, warehousing, staging
orders, pick and pack, palletize and shrink wrap.
- Product: Footwear and accessories
- Total SKU's: Unknown
- Carton Specs: Sixteen sorts, 900 cartons, 10800 pair per container, 9,
12, or 18 pair per carton.
- Estimated Volume: 60 import containers per year plus 33,000 domestic
cartons.
- Start Time: Receive first receipts as soon as possible.
- Stacking Height: Racks will be required.
- Consolidation Process: 75% of product cross-docked. 25% storage to be
used in pick and pack operation.
- Special Requirements: Label preparation, receiving, inventory, shipping
and performance reports.
- Data Exchange by November 1, 1999: Xxxxx & Xxxxxx has capability of
exporting pre-receipt and shipping allocation information via ASCII
flat files to Tri-Modal and Tri-Modal receives full co-operation of
Xxxxx & Xxxxxx MIS department.
- As long as allocations are provided, containers will be stripped within
24 hours of receipt.
- Pick and pack will be accomplished within 48 hours of allocation.
(Note: Assumptions for both locations.)
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(PHILADELPHIA)
RATES
- Round-Trip container drayage: R&G or Port of NY/NJ $400.00
- Driver delay time > 1 hr. $9.00/quarter hour
- Weekend pick-up surcharge $20.00/container
- Container Yard Storage > 48 hrs. $15.00/day
- Demurrage and detention advances 5.5% of money advances
- Container/Trailer unloading, handling in and out $1.45 per carton
- Pick and Pack $6.00 per carton or
$.50 per pair
- RPS processing $15.45 per hour
- Label printing and application $.35 per label
- Storage (Monthly charge) $.60 per carton
- Preparation of bills of lading/order release processing $4.95/release
- Order cancellation charge $15.00/release
- Label preparation $.25/label
- Expedite Service $25.00/order
Important Note: Overtime cost differential might apply
- Overtime rates with customer authorization
- Weekly 1.5 times handling rate
- Saturday 1.5 times handling rate
- Sunday 2.0 times handling rate
- Labor (Special Handling, inventories, rework, etc.)
- Regular $15.00/man hr.
- Overtime $35.00/man hr.
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(CARSON, CA)
ASSUMPTIONS
- Services Required: Drayage, handling in and out, warehousing, staging
orders, pick and pack, palletize and shrink wrap.
- Product: Footwear and accessories
- Total SKU's: Unknown
- Carton Specs: Sixteen sorts, 900 cartons, 10800 pair per container, 9,
12 or 18 pair per carton.
- Estimated Volume: 240 import containers per year plus 33,000 domestic
cartons.
- Start Time: Receive first receipts as soon as possible.
- Stacking Height: Racks will be required.
- Consolidation Process: 75% of product cross-docked. 25% storage to be
used in pick and pack operation.
- Special Requirements: Label preparation, receiving, inventory, shipping
and performance reports.
- Data Exchange by November 1, 1999: Xxxxx & Xxxxxx has capability of
exporting pre-receipt and shipping allocation information via ASCII
flat files to Tri-Modal and Tri-Modal receives full co-operation of
Xxxxx & Xxxxxx MIS department.
- As long as allocations are provided, containers will be stripped within
24 hours of receipt.
- Pick and pack will be accomplished within 48 hours of allocation.
(Note: Assumptions for both locations.)
7
(CARSON, CA)
RATES
- Round-Trip container drayage: $126.00/container
- Driver delay time > 1 hr. $9.00/quarter hour
- Weekend pick-up surcharge $20.00/container
- Container Yard Storage > 48 hrs. $15.00/day
- Demurrage and detention advances 5.5% of money advances
RPS charges minimum: $25.00/check
- Container/Trailer unloading, handling in and out $1.45 per carton
- Pick and Pack $6.00 per carton or
$.50 per pair
- RPS processing $15.45 per hour
- Label printing and application $.35 per label
- Storage (Monthly charge) $.60 per carton
- Preparation of bills of lading/order release processing $4.95/release
- Order cancellation charge $15.00/release
- Label preparation $.25/label
- Expedite Service $25.00/order
Important Note: Overtime cost differential might apply
- Overtime rates with customer authorization
- Weekly 1.5 times handling rate
- Saturday 1.5 times handling rate
- Sunday 2.0 times handling rate
- Labor (Special Handling, inventories, rework, etc.)
- Regular $20.00/man hr.
- Overtime $35.00/man hr.
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ADDITIONAL RATES
ORIGIN: Carson, California
DESTINATION T/L (ROAD) T/L (ALT. SVC.)
----------- ---------- ---------------
St. Louis, MO $2,200 40 hrs. $1,700 5 days A.M.
Fairless Hills, PA $3,100 55 hrs. $1,950 5 days A.M.
ORIGIN: Fairless Hills, Pennsylvania
DESTINATION T/L (ROAD) T/L (ALT. SVC.)
----------- ---------- ---------------
St. Louis, MO $925 22 hrs. $840 60 hrs.
Carson, CA $2,800 55 hrs. $1,950 5 days
ORIGIN: Carson, California
DESTINATION PER PALLET (ROAD) PER PALLET (ALT. SVC.)
----------- ----------------- ----------------------
Xx. Xxxxx, XX XX XX
Xxxxxxxx Xxxxx, XX $100 72 hrs. $75 5 days
ORIGIN: Fairless Hills, Pennsylvania
DESTINATION PER PALLET (ROAD) PER PALLET (ALT. SVC.)
----------- ----------------- ----------------------
St. Louis, MO $35 22 hrs. $30 60 days
Carson, CA $100 72 hrs. $75 5 days
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