Last Updated: September 1st, 2020.
Subject to the terms of any applicable signed written agreement between the parties, these Standard Terms and Conditions of Service (these “Terms”) govern your access to and use of this website (“Site”) and all transportation-related services offered by either Rome Transportation Inc. (“RT Inc.”) MC No. 2229261 or Rome Transportation, Inc. (“RT, Inc.”) MC No. 2229261 (RT Inc. and RT, Inc. are, sometimes individually and collectively referred to hereinafter as “Broker”) to an owner, shipper, consignee, or any person or entity claiming legal or beneficial interest in goods for whom Broker agrees to provide the services described herein (“Customer”). The identity of either RT Inc. or RT, Inc. as providing the services to or for a Customer will be confirmed by the service quotation issued by Broker (the “Quotation”).
, do not access or use the Site or our services.
Broker reserves the right to modify these Terms at any time. All changes will be effective immediately upon posting to the Site and, by accessing or using the Site, placing an order for services, or tending Goods to Broker after changes are posted, you agree to those changes. Material changes will be clearly posted on the Site or otherwise communicated to you.
2. Broker is a duly licensed and authorized third party logistics provider arranging transportation services in Canada and in the United States.
3. Broker it is not a motor carrier or an insurer of Goods. Broker agrees to make arrangements with third party independent contractor motor carriers on behalf of Customer, and Broker does not take physical possession of Goods.
4. Customer acknowledges that the insertion of Broker’s name on shipping documents of any kind does not represent or imply it is acting in the capacity of a motor carrier.
5. Broker will confirm that motor carrier possesses cargo liability insurance and other insurance coverages as required by law or as set forth herein. Customer acknowledges that motor carrier insurance policies have deductibles and exclusions, that Broker’s sole obligation is to obtain a certificate of insurance from the motor carriers’ insurers reflecting the general amount of insurance, and that Broker makes no representations or warranties regarding motor carrier insurance coverage or what deductibles, exclusions, or other limitations the insurance policy may have.
Customer Obligations and Warranties
6. You represent and warrant that (a) you have the authority to enter into these Terms; (b) you are under no contractual obligation that will interfere with your ability to perform under these Terms; (c) you will not access or use the Site in any manner not permitted by these Terms; (d) you will perform your obligations and exercise your rights under these Terms in compliance with all applicable laws and regulations; and (e) all information you provide in connection with your access to and use of the Site is true, accurate, and complete to the best of your knowledge and belief.
7. Pickup and delivery time requirements must be communicated to Broker, who will instruct the selected motor carrier accordingly.
8. Customer represents and warrants that it tenders transit-worthy Goods for the intended carriage, properly packed to withstand the rigours of transportation, that it has properly identified all Goods, that it has notified Broker in writing of all applicable laws, regulations, and instructions governing the Goods, and that the tender is in full compliance with declaration, marking, and other requirements of the respective U.S. and Canadian Customs Services, the U.S. Food and Drug Administration and Health Canada, and any other statues, rules, and regulations of any Federal, state, provincial, or local authorities applicable to Customer’s Goods, including without limitation applicable to the transport of hazardous or dangerous Goods.
9. Unless Customer has requested that Broker arrange for a motor carrier to provide driver count services before dispatch and motor carrier performs such driver count services, Customer is responsible for properly counting and recording the number of pieces transported on the bill of lading at the point of origin. Customer is responsible for affixing a seal on truckload shipments.
10. You agree to defend, indemnify, and hold harmless Broker, its affiliates, and their respective directors, officers, owners, employees, contractors, representatives, consultants, agents, suppliers, licensors, successors, and assigns (together, “Broker Parties”) from and against any claims, liabilities, demands, complaints, actions, losses, damages, settlements, judgments, penalties, fines, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or in connection with (a) your access to or use of the Site, including any misuse of or reliance on any content, material, data, or information viewed or otherwise accessed using the Site, (b) your submission of information, documents, or other content through the Site or to Broker, (c) your negligence, willful misconduct, or fraud, (d) your performance or breach of these Terms or any other applicable agreement, or (e) your violation of any Federal, State, Provincial, or other laws or regulations. We reserve, and you grant to us, the exclusive right to assume the defense and control of any matter subject to indemnification by you.
11. In the event that delivery of a shipment is time-sensitive, Customer has sole responsibility to advise the motor carrier directly of the same, in writing, prior to or upon the motor carrier’s receipt of the shipment at the point of origin.
Rates and Payments
12. Rates are expressed in CAD or USD funds as indicated on the Quotation provided to Customer and are payable 14 days from invoice date unless otherwise agreed to in writing. Overdue invoices are subject to 1.5% interest per month (18% per annum) or, if lower, the maximum rate permitted by applicable law. Unless otherwise specified herein, all dollar amounts set forth in these Terms are in the currency indicated on the Quotation.
13. For purposes of waiting time, 20 minutes is free for load/unload (Less Than Truckload) and 2 hours free for load/unload (Full Truckload) with excess time billed at an amount no less than at $75.00 CAD/hour thereafter.
14. A minimum fee of $150 CAD will apply for trucks ordered but not used and for any order cancelled less than 24 hours before the scheduled pick-up.
15. Standard transportation services are from a business to business with docks at both the pick-up and delivery locations. Any other services, including but not limited to appointments, lift-gates, driver assist, residential or farm pick-ups and deliveries, hazardous materials, inside deliveries, etc. are subject to accessorial charges.
16. In order to ensure proper billing, Customer will ensure that “Third Party Bill to Rome” is added to the bill of lading when requested and is given to the driver at pickup. Failure to do so will be subject to additional charge.
17. All Quotations and Customer confirmations are subject to equipment availability. Broker does not guarantee equipment availability unless specifically stated in writing.
18. Customer is obligated to pay Broker for transportation services and payment to any other party does not alleviate Customer of balances owed to Broker.
19. Under no circumstance can a claim be deducted from outstanding amounts owed to Broker by Customer.
Cargo Loss or Damage
20. Customer acknowledges that the motor carrier providing physical transportation of Goods is solely liable for any and all claims arising from the transport of Customer’s Goods.
21. The Broker may on request arrange cargo insurance on a shipment for Customer. If the Customer desires the placement of insurance it must give the Broker instructions in writing to arrange insurance on its shipment a reasonable time before the tender of shipment for transport. Broker may carry out these instructions by declaring the value of the goods under an open marine cargo policy taken out by the Broker. If for any reason it is not possible to arrange such insurance, Broker will advise Customer. Where such insurance coverage is placed, Broker shall provide Customer with a certiﬁcate or declaration of insurance or other evidence of insurance. Customer acknowledges that i) confirmation of coverage will be by way of the delivery to it of such documentation and ii) until its receipt of same, Customer may not be held covered and must govern its affairs accordingly. The coverage on goods as placed by Broker shall be subject to the terms and conditions of the applicable insurance policy. Broker is not liable if the Customer for any reason whatsoever fails to recover a loss in whole or in part from the insurer under the policy, even though the premium charged by the insurer is diﬀerent from the Broker’s charges to the Customer. If coverage under its open marine cargo policy is not satisfactory, the Broker will recommend an insurance broker to arrange insurance appropriate to the Customer’s needs. After making this recommendation, the Broker has no further duty regarding insurance, and no liability for loss of or damage to the goods during transport that could have been covered by insurance on the goods, whether such loss or damage has been caused or contributed to by its negligence, breach of these conditions, or otherwise.
Shipments Originating in Canada
22. Broker is not liable for loss of or damage to Goods unless such loss or damage is caused solely by the negligence or willful misconduct of Broker.
23. Customer (or the actual shipper, if someone else) has the option of determining if a declaration of a value is to be given to the motor carrier on the bill of lading or other carriage document. Broker will not be responsible for the declaration of a value of Goods to a carrier. The declaration of value is an item to be addressed between the shipper tendering the Goods and the motor carrier to whom the Goods are tendered, unless, in advance of tendering the Goods for transportation, Customer has requested in writing that Broker procure, and Broker confirms in writing that it has procured, a higher maximum liability on behalf of a motor carrier in exchange for Customer’s payment of a higher rate.
24. Broker provides freight rate Quotations based upon information provided by Customer on the premise and assumption that there will not be a value declared to a motor carrier at the time of the pick-up of the Goods at the place of origin.
25. In the event that Customer wishes for a motor carrier being arranged by Broker to carry Goods without recourse to a “per pound limit of liability” or if Customer tenders freight valued at an amount of more than $100,000 CAD, Customer must make said intention and concerns known, in writing, to Broker at the time of booking Broker’s services. Broker will then communicate such intention and concerns to the motor carrier. Where motor carrier agrees to carry Goods without recourse to any per pound or reduced amount of liability, motor carrier may charge a freight “surcharge,” which Broker will endeavor to communicate to Customer within a reasonable period of time.
Shipments Originating in the United States
26. Customer agrees to be bound by these Terms and, pursuant to 49 U.S.C. § 14101(b)(1), Customer waives any and all rights and remedies that it may have under 49 U.S.C. §§ 13101 through 14914 that are contrary to any provisions of these Terms.
27. Broker is not liable for loss of or damage to Goods. Customer’s sole recourse with respect to claims against a motor carrier for cargo loss, damage, or delay will be governed by the Carmack Amendment, 49 U.S.C § 14706. Broker will contractually require that each motor carrier’s liability begins at the time when Goods are delivered to the motor carrier for transportation and ends upon delivery to the consignee. The motor carrier will be liable for the invoice value of the goods, plus any transportation or handling costs incurred prior to the cargo damage, unless included in the invoice price. However, a motor carrier’s liability will not exceed $100,000 USD per trailer or conveyance with respect to truckload shipments or $1.00 USD per pound per article with respect to less-than-truckload shipments unless, in advance of tendering the Goods for transportation, Customer has requested in writing that Broker procure, and Broker confirms in writing that it has procured, a higher maximum liability on behalf of a motor carrier in exchange for Customer’s payment of a higher rate.
Use of Site and Services; Intellectual Property Rights
28. You will NOT, nor will you permit any person to:
• Access or use the Site or our services for unlawful purposes or for purposes other than as expressly permitted by these Terms;
• Copy, reproduce, display, duplicate, sell, publish, disclose, post, license, rent, distribute, reconfigure, reverse-engineer, disassemble, decompile, prepare any derivative works of, discover the underlying ideas behind, discover the source code of, combine with other computer code or materials, translate, adapt, update, or modify the Site or any part thereof;
• Obscure, remove, alter, or modify any copyright, trademark, or other proprietary markings, designations, or notices in or on the Site;
• Impersonate or attempt to impersonate another person;
• Commit fraud or falsify information in connection with your use of the Site or our services;
• Engage in data mining or similar data gathering or extraction activities or retrieve data or other content from the Site for purposes of creating or compiling that content for any purpose;
• Access, use, or copy any portion of the Site, including any of its content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms;
• Send, post, or transmit any unsolicited messages, chain letters, spam, or junk mail using the Site;
• Transmit, input, upload, or otherwise provide any information or materials that contain any viruses, worms, Trojan horses, logic bombs, time bombs, cancelbots, malware, ransomware, adware, or other harmful computer code or programming routines, including those designed to or that reasonably may disable, damage, impair, interfere with, surreptitiously intercept, or expropriate the Site or any computers, hardware, software, system, data, or networks;
• Engage in activities that aim to render the Site or associated services inoperable or to make their use more difficult;
• Use the Site as part of any effort to compete with Broker or to provide services as a service bureau; nor
• Access, use, or analyze the Site for any purpose that is to Broker’s detriment or commercial disadvantage.
29. Broker may, at any time and for any reason, in its sole discretion, and without notice or liability, suspend, deactivate, or terminate your access to or use of the Site, and may terminate these Terms, including if you breach these Terms or any other applicable agreement or if you act in a manner inconsistent with applicable laws or regulations. Any provisions of these Terms that are intended to survive termination (including any provisions regarding indemnification, limitation of our liability, or dispute resolution) will continue in effect beyond any termination of these Terms or of your access to or use of the Site.
30. The Site, including its text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, names of products and services, documentation, other components and content, and the design, selection, and arrangement of content are exclusively the property of Broker or, as applicable, its suppliers and licensors, and is protected by copyright, trademark, and other intellectual property laws. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property rights belonging to Broker or any third party is prohibited and may be prosecuted to the fullest extent of the law. The Site may contain references to third-party marks and copies of third-party copyrighted materials, which are the property of their respective owners. No licenses or other rights, express or implied, are granted by Broker to you under any patent, copyright, trademark, trade secret, or other intellectual property right of Broker.
Copyright © 2020 Rome Transportation Inc. and Rome Transportation, Inc. All rights reserved.
31. The Site may post career opportunities and include instructions on how to apply for those positions. You will not provide to us a resume or any other job application materials for any person other than yourself. Your submission of a resume or other job application materials does not in any way require Broker to review those materials or consider you for employment. Career opportunity descriptions on the Site are subject to change at our sole discretion without notice.
Limitation of Liability
32. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BROKER PARTIES BE LIABLE TO YOU OR ANY CUSTOMER FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR PUNITIVE LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES OR THE SITE (INCLUDING YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE), WHETHER FOR DELAY OR OTHERWISE AND WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF A BROKER PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, MARKET, GOODWILL OR PROFITS THAT MAY ARISE FROM THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES CONTEMPLATED BY THESE TERMS.
33. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BROKER PARTIES BE LIABLE TO YOU, ANY CUSTOMER, OR ANY THIRD PARTY FOR ANY DIRECT LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES OR THE SITE, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF A BROKER PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE, EXCEPT THAT BROKER AND CUSTOMER AGREE THAT BROKER’S DIRECT LIABILITY FOR LOSS OF OR DAMAGE TO GOODS CAUSED SOLELY BY BROKER’S NEGLIGENCE OR WILLFUL MISCONDUCT, AS MAY BE ALLEGED AS AGAINST BROKER IN CONNECTION WITH ANY SHIPMENT OF GOODS, IS LIMITED TO THE LESSER OF:
(a) THE ACTUAL VALUE OF THE GOODS LOST OR DAMAGED AT THE TIME AND PLACE OF ORIGIN; OR
(b) AN AMOUNT EQUAL TO $2.00 CAD PER POUND OF THE GOODS ACTUALLY LOST OR DAMAGED;
PROVIDED THAT IN NO EVENT WILL ANY LIABILITY OF BROKER EXCEED AN AMOUNT OF $100,000 CAD IN RESPECT OF ANY LOSS OR DAMAGE TO A SHIPMENT OR ANY GOODS.
34. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
Disclaimer of Warranties
35. THE SITE AND ALL SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND. BROKER DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE SITE OR SERVICES, NOR DOES BROKER WARRANT OR GUARANTEE THAT ANY DATA, INFORMATION, OR MATERIAL ON THE SITE IS ACCURATE OR RELIABLE.
36. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BROKER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE OR SERVICES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE), INCLUDING WITHOUT LIMITATION THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, AND NONINFRINGEMENT, AS WELL AS ANY ARISING BY OPERATION OF LAW OR FROM A COURSE OF DEALING OR USAGE IN TRADE.
37. BROKER DOES NOT WARRANT OR GUARANTEE THAT AVAILABILITY OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECTS IN THE SITE WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS. BROKER HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATION.
38. YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND ACCESS THERETO MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, WIRELESS NETWORKS, TELECOMMUNICATIONS, AND ELECTRONIC COMMUNICATIONS. BROKER IS NOT RESPONSIBLE FOR ANY DELAYS, INACCURACIES, DELIVERY FAILURES, OR OTHER FAILURES OR DAMAGE RESULTING FROM THOSE PROBLEMS OR ANY OTHER PROBLEMS OUTSIDE OF BROKER’S REASONABLE AND DIRECT CONTROL, INCLUDING WITHOUT LIMITATION TELECOMMUNICATIONS SERVICES, THE INTERNET, WIRELESS NETWORKS, AND ANY THIRD-PARTY SOFTWARE OR CONTENT.
39. BROKER MAKES NO REPRESENTATION THAT THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN CANADA AND THE UNITED STATES. YOUR USE OF THE SITE IS AT YOUR OWN RISK AND YOU, ALONE, ARE RESPONSIBLE FOR ANY DAMAGE THAT MAY BE INCURRED. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED BY YOU FROM BROKER OR IN ANY MANNER FROM THE SITE CREATES ANY WARRANTY.
40. Any features, materials, products, or services mentioned on or made available through the Site are subject to availability. Broker may change the Site and the features, materials, products, and services mentioned on or made available through the Site at any time without notice or liability.
41. The Site may link to, or be linked to, websites not maintained or controlled by Broker. Those links are provided as a convenience and Broker is not responsible for examining or evaluating the content or accuracy of, and does not warrant or endorse, any third-party website or any products or services made available through those websites.
Jurisdiction and Choice of Law
42. With respect to shipments of Goods originating in Canada, these Terms, and all rights or obligations of Customer and Broker, will be governed by and construed in accordance with the laws of the province of Ontario. Broker and Customer submit to the exclusive jurisdiction and venue of the court of the province of Ontario.
43. With respect to shipments of Goods originating in the United States, these Terms, and all rights or obligations of Customer and Broker, will be governed by and construed in accordance with the laws of the State of Florida, without regard to any conflict of laws principles, and, as applicable, the federal laws of the United States. Any court proceeding brought by either Customer or Broker must be brought, as appropriate, in the United States District Court for the Middle District of Florida or state court located Orlando, Florida. Each party agrees to personal and subject matter jurisdiction in either court.
44. In all other respects, these Terms, and all of Broker’s and your rights and obligations, will be governed by and construed in accordance with the laws of the province of Ontario.
45. The United Nations Convention for the International Sale of Goods does not apply.
46. Customer and Broker agree that the terms and provisions contained herein, in addition to any and all other information concerning the business operations of Broker, are Broker’s confidential information, and Customer will not reveal any such information, including its contents or any information concerning the services performed, without the prior written permission of Broker.
47. If Broker is prevented or delayed from performing any of its obligations hereunder by reason of any act of God, strike, threat of imminent strike, walkout, labor disruptions, fire, war, insurrection or mob violence, acts of terrorism, epidemics or pandemics, requirement or regulation of government, unavoidable casualty, collision or upset or other reason, whether similar or dissimilar to the foregoing, beyond its reasonable control and in any such event, such failure to perform will not be deemed a breach of its services mandate from Customer or a breach of these Terms, and Broker will not be liable to you or any third party in connection with the same. In such event the performance of any of Broker’s obligations be so prevented or delayed, they will be suspended during such period of disability, and Broker will use reasonable diligence to remove such causes of disability as may occur from time to time.
48. Broker welcomes comments regarding the Site and Broker’s services. If you submit comments or feedback to Broker, they will not be considered or treated as confidential. Excluding any components consisting of personal information, Broker may use any comments and feedback that you send in Broker’s discretion and without attribution or compensation to you.
49. Broker is an independent contractor. These Terms do not create any agency, partnership, joint venture relationship, other form of joint enterprise, employment, or fiduciary relationship between the parties, their affiliates, or their respective employees, contractors, or agents.
50. Broker may assign its rights and delegate Broker’s duties under these Terms at any time to any party without notice to you. You will not assign these Terms without Broker’s prior written consent. Any attempted assignment by you without Broker’s consent will be void. Subject to the foregoing, these Terms are binding upon and inure to the benefit of the parties’ respective successors and assigns.
52. In the event of any inconsistency or conflict between these Terms and the Quotation, the Quotation shall govern. If any provision of these Terms is held to be invalid or unenforceable in any jurisdiction, that provision will be ineffective in that jurisdiction to the extent of the invalidity or unenforceability, without invalidating any other provision of these Terms. The headings in these Terms are for convenience only and will not affect the construction or interpretation of these Terms.
53. These Terms do not confer any rights, remedies, or benefits upon any person other than you and Broker, except that Broker’s affiliates are third-party beneficiaries of these Terms.
54. These Terms and any other documentation, agreements, notices, or communications between you and Broker may be provided to you electronically to the extent permissible by law. Please print or otherwise save a copy of these Terms and all documentation, agreements, notices, and other communications for your reference.
55. Please direct any questions and concerns regarding these Terms, our services, or the Site to us by email at firstname.lastname@example.org or using the contact information listed on our Contact Us page.