Carrier.

General Terms and Conditions (GTC).

Table of contents:

1. Definitions

The following definitions apply to the terms below:

“Coyote Logistics” – the Coyote Logistics entity contracting Carrier for provision of Services.
“Customer” – any legal person on whose behalf Coyote Logistics acts in connection with the provision of Services.
“Carrier” – means any Party who accepts the appointment by Coyote Logistics for the provision of Services.
“Services” – means the transportation of Goods and all related Services.
“Order Confirmation” – means the written confirmation sent by Coyote Logistics to Carrier for the provision of Services either on a regular basis or one-off basis.
“Personnel” – means the officers, directors, employees, agents, contractors, consultants, vendors, and representatives of either Carrier, Coyote Logistics or other third-parties.
“Party” – entity fulfilling obligations under GTCs, singularly referring to Coyote Logistics or Carrier, collectively as Parties.
“Vehicle/s” – any motorized means of transportation, including but not limited to trucks, trailers, vans, and specialized equipment, used by Carrier for provision of Services.
“CMR Convention” – means the Convention on the Contract for the International Carriage of Goods by Road.
“Montreal Convention”– means the Unification of Certain Rules for International Carriage by Air.
“CMNI”– means the Convention on the Contract for the International Carriage of Goods by Inland Waterways.
“COTIF-CIM” – means the Convention concerning International Carriage by Rail (COTIF), including its Appendix CIV on the Contract for International Carriage of Goods by Rail (CIM).
“Hague Visby Rules” –means the International Convention for the Unification of Certain Rules of Law Relating to Bills of Lading.
“Goods” – means the merchandise to be shipped.

2. Introduction

1. Coyote Logistics is a registered freight forwarder that may from time to time request the supply of Services from Carrier.
2. The present GTCs set out terms and conditions upon which Carrier shall provide the Services. Where Carrier agrees to provide Services, an Order Confirmation will be issued, constituting an individual agreement executed between Carrier and Coyote Logistics incorporating the terms and conditions herein.
3. GTCs exclusively govern all Order Confirmations, activities, agreements, and legal relationships between Coyote Logistics and Carrier. Any other terms are excluded unless otherwise agreed in writing by Coyote Logistics’authorized representative(s). This applies even if Carrier references standard terms without explicit objection from Coyote Logistics.
4. In case of conflict between the terms of the Order Confirmation and GTCs, the terms of the Order Confirmation shall prevail.
5. Carrier acknowledges and agrees that concerning the transport of any Goods, Coyote Logistics is acting as agent only on behalf of the relevant Customer and has no responsibility for the accuracy, completeness of any information or documentation provided, nature or content of any Goods consigned by that Customer.
6. Each of the Parties acknowledges and agrees that the arrangements herein are non-exclusive and that each of the Parties is free to enter into similar agreements and arrangements with other entities.
7. Carrier is an independent contractor and no contract subject to GTCs shall be deemed to constitute a partnership, joint venture, representative or agency relationship between the Parties.
8. Unless agreed otherwise, Coyote Logistics makes no promises about the amount of business or minimum volume for Carrier.

3. General Carrier Obligations

1. Carrier shall provide the Services:

a. with skill, care, and due diligence expected of a competent provider;
b. using experienced, qualified, and trained Personnel;
c. in a timely and professional manner and in accordance with all specifications of the Order Confirmation, as well as any other instructions as may be issued by Coyote Logistics;
d. by making use of the CoyoteGO platform for providing timely updates on the transit status (no less than 2 times per day) as well as for uploading/ updating any required information and documentation;
e. Goods are delivered in the condition in which Carrier has received them;
f. in compliance with all applicable laws, including minimum wage, labor laws, driving time, and rest periods;
g. in possession of valid permits, licenses, or certifications for any activities contemplated herein.

2. Carrier is prohibited from asserting any lien or retention rights over Goods.

4. Vehicle Suitability

1. Carrier shall ensure:

a. that Vehicles necessary to perform the Services are maintained in satisfactory and safe working condition;
b. provision of Vehicle type specified in Order Confirmation, using only EURO 5 and EURO 6 emission standard Vehicles;
c. Vehicles are clean, odor-free, dry, leak-proof, undamaged, with functional curtains and free of contamination.

2. Excluding clause 14(12), removal of a planned Vehicle for non-conforming specifications or other reasons besides verifiable force majeure may result in Carrier being charged additional costs by Coyote Logistics for a replacement truck.

5. Operational Requirements

1. Carrier shall ensure:

a. adherence to transit time schedules in Order Confirmation;
b. where applicable, proactive notification to Coyote Logistics of desired timeslots for loading/unloading. Coyote Logistics does not guarantee any slot availability;
c. correct truck, trailer plate information, and driver information (e.g. driver name and phone number) provided on CoyoteGo platform or app with at least 24h notice before pick-up;
d. prompt notification to Coyote Logistics of delays or problems impacting Service performance;
e. supervision of loading or stowing operations;
f. Goods are secured appropriately and that the trailer is equipped with sufficient securing materials;
g. that there is no axle overload and that Goods are checked against the consignment note (including the quantity, weight, identification numbers, condition of the Goods and their packaging). Any irregularities must be immediately reported to Coyote Logistics and noted on the bill of lading/consignment note and Carrier must await instructions from Coyote Logistics. If Carrier is not able to check as required, Carrier must make a note of this on the consignment note and inform Coyote Logistics of this fact. Carrier shall be responsible for any irregularities not reported and not noted on the consignment note;
h. drivers wear appropriate PPE at Customer premises and during any Vehicle operation (e.g., safety helmet, gloves, shoes, high visibility vest, long trousers);
i. Goods are delivered damage-free. Where the consignee makes a reservation on the consignment note concerning the condition of the Goods or otherwise, Carrier must notify Coyote Logistics of this fact and take photographs of the Goods at the unloading;
j. consignment note copy is uploaded within 48h of delivery on CoyoteGO platform together with any other shipping documentation if required on Order Confirmation (e.g. thermograph printout).

2. Carrier shall follow any other Coyote Logistics instructions for Services, understanding that non-compliance or partial non-compliance may result in charges. In case of inconsistent instructions, it is the Carrier’s responsibility to contact Coyote Logistics for confirming correct instructions.

6. Specific Requirements for Temperature Controlled Goods

1. Carrier shall ensure:

a. Vehicles comply with industry standards and Carrier is in possession of required certifications for temperature controlled Goods (e.g. IFS, ATP, FRC, etc);
b. temperature for the Goods is maintained as specified in the Order Confirmation or Rate Commitment for the whole shipment;
c. any temperature controlled Goods transshipped are probed during and after transshipment to confirm no variation in temperature;
d. that Vehicles required for temperature control movements are able to provide a temperature readout within 2 days of delivery.

7. Security Requirements

1. Carrier shall ensure:

a. real-time GPS visibility to loads in transit via Coyote Logistics’ designated Vehicle tracking provider p44;
b. drivers are reachable at all times by Coyote Logistics representative;
c. that Goods are not to be left unattended, and during any breaks the Vehicle must be parked in secure CCTV parking areas, which includes fences, lights, guard, controlled access;
d. Vehicles are fitted with security measures, including but not limited to padlocks and seals;
e. that following any driver break, the driver checks the integrity of the whole trailer, including the seal and padlock and that no stowaways or contraband are being carried. In case the seal has been tampered with or there is reasonable suspicion that the seal has been tampered with, Carrier must immediately inform Coyote Logistics;
f. during transit, the seal on the Vehicle is not broken without written consent from Coyote Logistics. Where this is not possible either due to a government or customs authority requesting access to the trailer, Carrier must immediately inform Coyote Logistics of the event and request accompanying documentation from respective authority;
g. appropriate background checks are performed on Personnel which meet or exceed the requirements contained at law. At a minimum, background checks performed by Carrier must guarantee that Personnel is free from prior criminal convictions, including but not limited to road traffic offences, offences related to substance abuse, offences against property and/or theft. Carrier will only assign Personnel to perform the Services that have successfully passed such background checks;
h. drivers obey the law, customer facility rules, and behave appropriately while on Customer premises.

2. Coyote Logistics or its Customer(s) may reasonably object to drivers and request truck removal if assigned drivers breach laws, security/facility rules, or behave inappropriately. Carrier must assign a replacement driver and collect the load in a timely manner. If not rectified, Article 4(2) applies.

8. Customs specifications

1. Carrier shall ensure:

a. any port of entry/ exit into the United Kingdom is added in CoyoteGO with a minimum of 24h notice prior to pick-up or delivery;
b. adherence to any applicable customs laws and all customs instructions given by Coyote Logistics. In case Carrier receives on site instructions from Coyote Logistics’ customers in regards to customs, Carrier is obliged to first inform Coyote Logistics of such instructions and await response from Coyote Logistics before proceeding with executing customer instructions.

9. Carrier Compliance

1. Carrier warrants compliance with human rights obligations, anti-bribery and corruption laws, and shall not engage in or support any corrupt or unethical practices.
2. Carrier shall comply with all applicable environmental laws, regulations, and requirements, including those related to emissions, waste disposal, and hazardous materials and shall obtain and maintain all necessary permits, licenses, and certifications for the operation of Services.
3. Carrier shall monitor its CO2 emissions and other greenhouse gas emissions, providing data to Coyote Logistics at the frequency specified by Coyote Logistics, in accordance with applicable laws and regulations.
4. Carrier shall establish and sustain an Environmental Management System (EMS) that adheres to internationally recognized standards, such as ISO 14001, and incorporates systematic management and ongoing enhancement of its environmental performance in the provision of Services.
5. The Carrier shall ensure that Personnel and subcontractors engaged in providing Services adhere to the environmental and sustainability standards outlined in these GTCs. This includes continuous improvement of environmental performance through training, implementation of new technologies, and collaboration with Coyote Logistics to identify and implement opportunities for improvement.
6. From time to time, Coyote Logistics may request proof of Carrier’s compliance with obligations under these GTCs. Coyote Logistics and/or its Customers may access Carrier’s records related to Services and audit them on demand. Coyote Logistics or its Customers may designate a third party for audits. Carrier shall cooperate with due diligence or audits conducted by or on behalf of Coyote Logistics or its Customers.

10. CoyoteGO and Technology Usage

1. Coyote Logistics makes its platform and application CoyoteGO available to Carrier for the purpose of fulfilling obligations under GTCs and for providing an all-in transportation management solution for Carrier to manage loads performed.
2. For ensuring real-time visibility to loads in transit, Carrier must ensure:

a. integration of assets with Coyote Logistics designated third-party Vehicle tracking provider P44;
b. procurement of any transportation equipment as may be necessary to enable this function;
c. cooperate with Coyote or third-party tracking providers to enable data sharing, including correcting non-conforming equipment or technological issues causing tracking disruptions;
d. if unable to share tracking data via the tracking provider, Carrier must update shipment status on CoyoteGO.

3. Vehicle tracking data may include driver personal data. Carrier consents to sharing this data with Coyote Logistics and/or Customers, and warrants obtaining driver consent for Coyote Logistics to process their personal data. Consent must be documented in writing and provided to Coyote upon request.
4. Carrier must consult and consent to Coyote’s privacy notice in this regard. (Privacy policy).

11. Carrier Insurance

1. Coyote Logistics is entitled to make inquiries regarding Carrier’s operators’ license, insurance, certifications and other legal documentation and Carrier will provide copies upon request.
2. Carrier will maintain at its expense, unless otherwise agreed in writing, the following minimum insurance requirements:
a. a valid carrier freight liability insurance for Goods carried internationally or domestically;
b. compulsory Vehicle liability insurance;
c. general liability insurance with a limit equivalent to €5,000,000 per occurrence.
3. Carrier will not permit its insurance policy limits to be reduced or any such policy to be cancelled without at least 30 days written notice to Coyote Logistics. In the event of non-compliance with this clause or where Carrier’s insurance does not meet requirements, Coyote Logistics may immediately terminate any working relationship with Carrier, including termination of any existing Order Confirmations without right to compensation.

12. Claims and Liability

Carrier Liability:
1. Carrier is responsible for the Goods from the moment first piece of Goods is loaded until the last piece of Goods was discharged at the final destination (period of responsibility).
2. Carrier’s liability in connection with loss and/or damage to the Goods as well as delay is determined in accordance with the CMR Convention for all road transports, the Montreal Convention for air transport, the CMNI for transport via inland waterways, the COTIF-CIM for rail transports or the Hague Visby Rules for sea transport.
3. The aforementioned conventions apply to all national and international uni –or multimodal transports, to any and all loading and discharging operations, transshipments and/or periods of temporary storage in between the various transports. The national law, applicable in accordance with article 21 is decisive in case the aforementioned conventions do not contain a provision covering the liability issue in question (safety net function). In case of damage in between different modes of transport or unknown causes of damage Carrier’s liability is determined in accordance with the regulation which liability regime provides for the highest compensation.
4. Carrier shall take all necessary measures to minimize the extent of any damage and shall take prompt and appropriate action to remedy any damage that has occurred and/or to prevent further damage or loss.
5. Carrier is obliged to provide cooperation in relation to the conduct of investigations and preparation of reports related to any claim brought against or related to Carrier. This may include but is not limited to providing driver’s statements, copy of police or official authority reports, GPS and telematics data, photographs, etc. The Carrier will provide these documents and information, if available, upon first request.
6. Carrier will make payments of compensations determined in accordance with the above mentioned conventions and law for undisputed claims within 30 days after the receipt of such claims.
7. Coyote Logistics is entitled to offset any and all claims against any amounts that are owed to Coyote Logistics by Carrier.
8. Given the fact that Coyote Logistics only acts as agent on behalf of the relevant Customer, Coyote Logistics is not responsible for the accuracy, completeness of any information or documentation provided regarding the nature or content of any Goods and Coyote Logistics is therefore not liable for any and all consequences resulting from the inaccuracy of the information or documentation.
9. Coyote Logistics, its affiliates and its Personnel are not liable for any damage caused to warehouses, equipment, facilities, used means of transport etc. and/or any and all claims in connection therewith. Furthermore, Coyote Logistics, its affiliates and its Personnel are not liable for claims related to death, personal injury, property damage and/or environmental pollution arising out of or in connection with the Services.
10. Carrier will defend, hold harmless and fully indemnify Coyote Logistics, its affiliates, its Personnel and/or Customers from and against any financial loss, damage, settlement, cost, expense and any other liability (including reasonable legal fees) arising out of or in connection with:

a. any and all claims related to any personal injury, death, or damage to property (not being the Goods) caused by an act and/or omission of the Carrier, Carrier’s subcontractor or any of its respective Personnel;
b. any and all claim whatsoever in nature made by the Carrier’s and/or Carrier’s subcontractor Personnel;
c. any claim, damages, costs, fines or penalties resulting from the Carrier’s or Carriers’ subcontractors non-compliance with any minimum wage laws, labour laws and/or any working conditions regulations.

11. Coyote Logistics shall not be liable to Carrier for lost opportunities or profits, or special, indirect or consequential losses.
12. Neither party is entitled to rely on any limitation of liability whatsoever in case of gross negligence or willful misconduct of the party, its Personnel and/or its subcontractors.

13. Subcontracting

1. Carrier warrants:

a. To not subcontract any Services without the prior written permission of Coyote Logistics;
b. In the event of subcontracting, that its subcontractors meet contractual and service requirements for the provision of Services contained in the present GTCs as well as any other applicable legal regulations. Carrier is liable for all acts of its subcontractors as if such acts were its own;
c. To fulfill payment obligations to its subcontractors and release Coyote Logistics and its Customers from any claim for payment by subcontractor against Coyote Logistics and its Customers. In the event a subcontractor is not paid by Carrier and such subcontractor claims payment directly from Coyote Logistics and/ or its Customer(s), Coyote Logistics may withhold or deduct the amounts payable to Carrier in proportion to amount claimed by subcontractor together with any other costs incurred as a result of subcontractor’s claim. Coyote Logistics may exercise such right irrespective of whether such recourse of the subcontractor against Coyote Logistics or its Customer(s) is permissible under applicable law.

2. Carrier’s act of appointing a subcontractor without written permission from Coyote Logistics shall be considered a breach of GTCs and incur a minimum penalty of 500 euros per occasion, without prejudice to any other costs associated with such breach. For avoidance of any doubt, where such act leads to loss, damage or delay to Goods in transit, in particular where this concerns the carriage of high value Goods, such act shall be construed as willful misconduct. Further, such act may lead to immediate termination of the working relationship, including termination of any existing Order Confirmations without any charge due to Carrier.
3. Carrier cannot post Coyote Logistics loads on load advertisement websites or third-party freight exchange platforms. Breaching this obligation will result in consequences according to Article 13(2).

14. Accessorial Costs

1. Accessorial costs cannot be charged unless such costs are notified prior and approved by Coyote Logistics.
2. Where a transport order is cancelled with less than 12h notice to the scheduled collection time without fault attributable to Carrier, Carrier shall be entitled to claim a maximum of 30% of the transport rate. Where a transport order is cancelled with more than 12h notice to the scheduled collection time, no compensation shall be due to Carrier.

Demurrage (Loading / unloading waiting time)
3. Waiting time for loading/ unloading is defined as the waiting time of Carrier between booked loading / delivery time (or arrival time in case no appointment is necessary) and the completion of loading / unloading by passing of all confirmed shipping documentation to the driver by the site.
4. Carrier must arrive on time in order to be able to claim demurrage.
5. Carrier must ensure that the relevant shipping documentation contains the actual arrival time and departure of Carrier on site and is signed by the authorized site staff.
6. The first 2 hours of waiting time are free of charge and Carrier is not entitled to claim compensation.
7. Close to the lapse of the 2h free of charge, Carrier must immediately notify Coyote Logistics of potential site delay.
8. Following lapse of the first 2h and upon presentation of reasonable proof for waiting time, Carrier is entitled to charge 25€/h, up to a maximum of 250€/day.
9. Carrier is not entitled to charge any other prices, charges, surcharges, duties, costs or otherwise, unless previously agreed in writing by Coyote Logistics.
10. Claims for accessorials observing all requirements may be submitted within a maximum of 5 working days from occurrence, after which it is no longer possible to claim compensation.
11. Pre-approved accessorials may be settled via credit note and will be paid as per payment terms.

Cancellation of load/s by Carrier
12. Where a load is cancelled by Carrier with more than 48h notice to the scheduled collection time, but excluding cancellations on Fridays/ weekends or during peak season, no charge shall become due to Carrier.
13. Where a load is cancelled by Carrier with less than 48h notice to the scheduled collection time without proving force majeure, Carrier is then fully liable for any additional costs.

15. Payments

Standard Payment Term
1. Coyote Logistics undertakes to pay all undisputed portions of Carrier’s correctly submitted electronic invoices within (twenty-eight) 28 days of the receipt of all documents necessary to process payment. Documents necessary for processing of payments include invoice, Consignment Note/ POD or other documents as may be indicated on the Order Confirmation or the Order Confirmation (e.g. a copy of the thermograph printout).

Expedited Payment Term via QuickPay
2. Coyote Logistics offers expedited payment for carriers who opt to get paid faster than the 28-day standard term. Coyote Logistics offers a (two) 2–day payment term via its QuickPay program against a 3% flat-rate fee to Carrier. The QuickPay program, used in conjunction with the CoyoteGO app, requires Carriers to explicitly opt-in for the program. In case Carrier opts for the QuickPay program, all terms in the present article and GTCs remain applicable.

General
3. Carrier must include the Coyote load reference number on invoices.
4. To avoid delays in payment all requested documents should be submitted via email at the same time, otherwise the payment term is calculated from the receipt of the last submitted document.
5. All invoices and required documentation for payment must be submitted within 3 months of the Services being completed. Failure to do so shall forfeit Carrier’s right to receive remuneration. Carrier waves any claim for payment in such instance.
6. Payment may be completed by any of Coyote Logistics’ affiliated entities in which case payment shall be considered full and final and no claim may be brought by Carrier.
7. Carrier may choose to submit all invoices and accompanying documentation via CoyoteGO.
8. Original proof of delivery documents must be available on request.
9. Coyote Logistics is not liable to pay Carrier any penalties or interest for late payments due hereunder or otherwise.
10. Additional invoicing instructions including the email address for sending invoices are contained in Order Confirmations or Order Confirmations.

16. Confidentiality

1. Carrier agrees to maintain confidential all business, technical, and financial information disclosed by Coyote Logistics and/ or its Customers to Carrier. Confidential information includes, but is not limited to, trade secrets, proprietary technology, pricing and sales information, business plans, customer information, and any other non-public information.
2. Confidential information may only be disclosed on a need-to-know basis or to fulfill contractual obligations.
3. Carrier shall take reasonable steps to protect the confidentiality of this information, using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.
4. Carrier’s obligations under this clause shall not apply to information that is:

i. publicly available at the time of disclosure or subsequently becomes publicly available through no fault of Carrier;
ii. discovered or developed by Carrier through legitimate means without the use of the confidential information;
iii. disclosed to Carrier by a third Party who had the right to make such disclosure without any confidentiality restrictions, or
iv. required to be disclosed by law, court order, or governmental authority, provided that Carrier shall give Coyote Logistics prompt written notice of such requirement prior to such disclosure and shall use its reasonable efforts to limit the scope of such disclosure and protect the confidentiality of the information disclosed.

5. The confidentiality obligation shall continue to remain in force following any termination of legal relationship between Parties for a period of five (5) years.

17. Prohibition to solicit / Non-compete clause

1. Carrier shall not directly contact or offer rates, bids or Services to Customer(s) where loads were first made available to Carrier by Coyote Logistics. In case of breach of this obligation for a period of twelve (12) months after the last provision of Services by Carrier, a penalty of €10,000 per occasion shall become due to Coyote Logistics, without prejudice to any other damages Coyote Logistics sustained as a result of this breach. This obligation extends to Carrier’s subcontractors and Carrier shall indemnify Coyote Logistics in accordance with the stipulations of this clause for subcontractors’ breach of this clause.

18. Modification and Severability

1. Coyote Logistics may modify the present GTCs at any time by posting a revised version on www.coyotelogistics.com website or CoyoteGO application. Coyote Logistics shall provide written notice to Carrier to this effect. If Carrier does not raise any objection at the time of notification and up to 5 working days following effective date of entry into force of any adjustment to the present GTCs, Carrier agrees to perform Services on the basis of latest revision.
2. The Parties agree that in the event that any provision of the GTCs is determined to be invalid, such invalidity will not affect the validity of the remaining portions of the GTCs, and further agree to substitute the invalid provision with a provision which most closely approximates the intent and economic effect of the invalid provision.

19. Assignment

1. Carrier is not entitled to assign or transfer any of its rights arising from current GTCs without the prior consent of Coyote Logistics.

20. Language Precedence

1. The present GTCs may be drawn up in languages other than English. In the event of any conflict or inconsistency between the English version and any other language version, the English version shall prevail and be considered the authoritative text.

21. Law and Jurisdiction

1. English law shall apply to all agreements regarding transports solely within the territory of the United Kingdom and Northern Ireland. Dutch law shall apply to all other agreements which are governed by these GTCs and all related contractual matters.

2. All disputes arising under, out of or in connection with transports solely within the territory of the United Kingdom and Northern Ireland shall be determined by the High Court of Justice in London, United Kingdom. All other disputes shall be determined by the Court of Rotterdam, the Netherlands. In case of disputes arising in connection with international road transports to which the CMR is compulsory applicable, the aforementioned jurisdiction clause is non-exclusive.

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