Terms and Conditions
FOXFIRE TRANSPORTATION GROUP, LLC
Brokerage Terms & Conditions (Customer)
Last Updated: 5/30/2023
These Brokerage Terms & Conditions (“Terms”) govern shipments for which Foxfire Transportation Group, LLC, a federally licensed property broker (MC# 1281722 ) (“Foxfire” or “Broker”), arranges transportation services. By tendering freight, accepting delivery, or otherwise engaging Foxfire, the shipper, consignor, consignee, beneficial cargo owner, third-party logistics provider, or other party with an interest in the goods (“Customer”) agrees to these Terms. These Terms as well as the terms and conditions of any Firefox-provided rate quote/confirmation and signed master agreement (“Contract”), if any, apply to the provision or arrangement, as applicable, of any transportation services (“Services”) herein.
1) Status of Parties; Definitions
1.1 Broker Only. Foxfire acts solely as a property broker as defined at 49 U.S.C. § 13102(2). Foxfire is not a motor carrier, freight forwarder, or warehouseman and does not assume motor-carrier liabilities. Transportation is performed by independently licensed carriers (each, a “Carrier”).
1.2 Goods. “Goods” means the cargo tendered by or for Customer.
1.3 Service Providers. At Foxfire’s discretion, transportation, drayage, intermodal, air, ocean, warehousing, and related services may be arranged with carriers and other providers (“Service Providers”).
2) Bills of Lading; Documents
2.1 Preparation & Accuracy. Customer is responsible for preparing accurate shipping documents (e.g., bill of lading (“BOL”)) and affixing any required labels, marks, NMFC/class, and seals. All BOLs or other shipping document(s) have been prepared by the Customer or by Firefox on behalf of the Customer in accordance with the Customer’s instructions and approved by the Customer, and shall be deemed, conclusively, to have been prepared by the Customer.
2.2 Non-Negotiable; Precedence. BOLs are non-negotiable and deemed issued by Customer. These Terms supersede conflicting terms on a BOL, rate sheet, receipt, tariff, or portal. Any reference to Foxfire as “carrier” on a BOL does not change Foxfire’s broker status.
2.3 Substitute Docs. If needed to complete delivery, Foxfire may, but without obligation, complete or correct documents at Customer’s expense, without assuming carrier liability. Nothing contained in any tariff, delivery receipt or other shipping document(s) used by Broker, other than as set forth in the preceding sentence, or any motor carrier appointed by Broker shall modify, supplement, amend or cancel any provision contained in these Terms. The Customer is required to provide the BOL to the Carrier designated by Firefox. Failure to provide the proper BOL or other shipping document to the designated Carrier shall relieve Firefox of all responsibility and/or liability for such shipment. Firefox shall have no obligation to make any payments or honor any rate quotes in any of the following instances: (i) the unauthorized alteration or use of the BOL, or (ii) tendering of shipments to any carrier other than that designated by Firefox, or (iii) the use of any BOL not authorized or issued by Firefox. These Terms will supersede any conflicting provision contained on the BOL or other shipping document in regard to Firefox.
3) Credit, Billing, and Payment
3.1 Credit. All Customers must obtain credit approval from Firefox before Firefox will arrange for transportation. Open credit is subject to approval. Default terms are NET 30 from invoice date unless otherwise agreed in writing.
3.2 Rates & Charges. Quotes reflect information supplied by Customer (commodity, weight, dimensions, class, equipment, origins/destinations, accessorials, appointment windows, etc.) and are subject to change for variances, fuel, and market conditions. Accessorials (detention, layover, redelivery, lumper, driver assist, TONU, storage, reconsignment, after-hours, border delays, chassis/per diem/demurrage, etc.) are Customer’s responsibility. The initial rate offer and subsequent shipping, billing and other documents specifically incorporate by reference these Terms. In the event that Firefox accepts and provides Services to Customer before reaching an agreement with Customer on pricing, Customer agrees to pay Firefox according to the last pricing quoted by Firefox to Customer for that load or, in the event that no pricing has been provided by Firefox, Customer agrees to pay for Firefox’s Services based on Firefox’s current market rates. All rates and quotes are subject to change at any time based upon transportation cost, fuel, and other applicable accessorial charges. Customer shall be liable for all charges payable on account of such Customer’s shipment. Unless arranged or agreed upon, in writing, prior to shipment, Firefox is not bound to arrange transport of a shipment by a particular schedule or in time for a particular market.
3.3 Invoices & Disputes. Invoices are issued electronically with proof of delivery when available. Invoice method default is via email to the designated accounts payable email address provided. Disputes must be submitted within 15 days of invoice date with supporting documentation; undisputed amounts remain due per terms. Customer will be responsible for any additional charges assessed by Firefox due to deviation from the agreed credit terms including, but not limited to, weight, pallet count, product commodity, appointment date and times, consignment and other accessorial charges.
3.4 Collections. Late balances may incur finance charges at the lesser of 1.5% per month or the maximum allowed by law, plus reasonable collection/attorneys’ fees. Foxfire may apply payments to any outstanding amounts and may bill any party with a beneficial interest if the billed party fails to pay.
3.5 Prepayment. Where prepayment is required, Customer authorizes Foxfire to charge approved payment methods for additional accessorials/variances.
4) Insurance; Risk Allocation
4.1 Carrier Insurance. Foxfire requires motor carriers to hold at least $750,000 public liability and typically $100,000 motor truck cargo (MTC) insurance, subject to each policy’s terms, exclusions, and endorsements. Foxfire does not read or verify full policies and is not an insurer or insurance broker. All Firefox insurance policies are contingent based on Firefox’s contracted Carrier’s insurance.
4.2 Excess/Declared Value. Higher cargo value or special insurance must be requested in writing before tender and accepted by Foxfire; any added premiums/fees are Customer’s responsibility. Absent written agreement, Carrier liability defaults to the Carrier’s standard limits or applicable law/tariff.
4.3 Title & Risk. Foxfire never takes title or care, custody, and control of Goods. Customer is responsible for appropriate shipper’s interest/property insurance as desired. [Firefox will only provide insurance coverage for shipments within the country of Mexico if (a) requested in advance by Customer and (b) Customer agrees to pay or reimburse Firefox for any additional charges incurred, including any increases in insurance premiums, in order to procure Mexico cargo coverage. Neither Firefox nor any Carrier will have any liability for loss, damage or delay of Goods or shipments occurring in Mexico.]
4.3 Title & Risk. Firefox is in the business of arranging for transportation by motor carrier and or transportation intermediaries and is neither trained, licensed nor otherwise qualified to assess, analyze, or predict the likelihood of a motor carrier’s safe operations. Firefox reasonably relies upon the Federal and State Governments to only allow safe motor carriers to operate on the public roads and is under no duty to investigate individual motor carriers’ operations. It is Firefox’s practice to obtain a Certificate of Insurance for each motor carrier. Firefox does not have any duty to discover policy limitation, exclusions or endorsements not specified on the Certificate of Insurance. Firefox has no duty to discover the value of Customers’ Goods or arrange for Carriers with “adequate insurance coverage” unless specifically requested in writing to do so by Customer prior to shipment and on a shipment by shipment basis.
5) Handling; Loading; Tender Conditions
5.1 Shipper Load & Count (SL&C); Seals. When Customer/consignor loads and seals equipment, Carrier/Foxfire are not liable for count/condition shortages or damage caused by loading, blocking, bracing, or securement.
5.2 Packaging; Compliance. Customer ensures Goods are properly packaged, classified, marked, and lawful for transport; weights must comply with axle/bridge limits.
5.3 Temperature-Controlled Shipments. Customer must pre-cool product (if required), specify written transit temperature set-points and tolerances before dispatch, and verify trailer settings at loading. Minor deviations or broken seals alone do not establish adulteration; Customer must prove actual product compromise as required by law.
5.4 Restricted/Excluded Commodities. Customer will not tender prohibited, ultra-high value, or hazardous items without Foxfire’s prior written approval and, if applicable, additional charges, escorts, or special protocols. Customer is responsible for misdeclared or undeclared hazmat.
6) Claims (Loss, Damage, Delay)
6.1 Carrier Responsibility; Broker Facilitation. Claims for cargo loss, damage, or delay lie against the Carrier that handled the shipment. As a broker, Foxfire is not liable for cargo claims but may facilitate filing with Carriers as a courtesy once freight charges are paid.
6.2 Notations & Inspection. Visible damage/shortage must be noted on delivery receipt at delivery; concealed damage must be reported promptly upon discovery. Damaged product and packaging must be retained for inspection.
6.3 Deadlines. Unless a shorter period is stated in a Carrier tariff or applicable convention: (a) claims should be filed within 9 months of delivery or scheduled delivery; and (b) suits against the Carrier must be filed within 2 years from written claim denial (or as required by applicable law). International, air, ocean, rail, and intermodal claims may have different timelines/limits by treaty/tariff.
6.4 No Offset. Customer may not and agrees not to withhold or offset Foxfire’s freight charges due to pending claims. Customer agrees that Firefox has no obligation to consider Cargo Claims or to assist Customer in the filing of such Cargo Claims against Carriers or warehousemen on behalf of Customer if Customer has not paid Firefox’s invoices in full for the shipments in which the Claim arose. When Customer is filing for partial shipment damage, loss, or rejection, freight charges for services rendered are still due to Firefox within terms. All other loads Firefox has arranged for Customer are considered unrelated and must be processed under regular pay terms.
6.5 Mitigation & Salvage. Customer must mitigate losses and cooperate with salvage/reconditioning where commercially reasonable. Customer is not entitled to abandon the Goods to Firefox or the Carrier. If Customer does not elect to salvage the Goods, any Claim for Goods loss or damage shall be reduced by a reasonable salvage allowance and by reasonable storage or other costs incurred while waiting for disposition instructions.
6.5 Processing Claims. In order for Firefox to facilitate the filing of a Customer cargo claim, Customer must additionally adhere to the following:
a. Once notification of Cargo Claim is received, all paperwork must be submitted to Firefox within 30 days or facilitation of the Cargo Claim will be closed.
b. After 9 months from delivery, Firefox will no longer be responsible for facilitating the claims process. At this time Customer must move forward and file directly with the Carrier and their insurance company should Customer intend to file a claim.
c. A claim filed within the appropriate time limits must: (i) contain facts sufficient to identify the baggage or shipment(s) of property; (ii) assert liability for alleged loss, damage, or delay; (iii) make a claim for the payment of a specified or determinable amount of money; (iv) complete Firefox’s standard Claims Presentation Form; and (v) if applicable, inspection reports, photos, affidavits, etc.; (vi) all claims must specify an exact U.S. Dollar amount to be legally sufficient (and the amount must reflect the actual cost of the specified goods damaged or lost and not retail value), failure to do so invalidates the claim.
6.6 Concealed Damage or Loss. Notwithstanding the provision of Section 4(B), above, Customer must provide proof that shipment was in good order and condition at the time of delivery to the originating Carrier and it was in damaged condition at the time of tender by the delivering Carrier to the consignee. For shipment claims of loss or damage to contents of shipment that could not have been noted at the time of delivery, must be reported within forty-eight (48) hours of delivery. There will be a presumption that the Goods were not damaged in transit whenever a consignee fails to report concealed damage within five (5) days of delivery without exception.
7) Special Modal Terms (LTL, Drayage, Intermodal, Air, Ocean); Transportation Stipulations
7.1 LTL. Carriers may re-weigh/re-class/re-measure freight. Billing adjustments and reprocessing fees apply if shipment data differs from the BOL/tender. LTL services are dock-to-dock; accessorials are extra. LTL transit times are not guaranteed unless a carrier’s written guarantee is purchased and confirmed. All shipments are rated, quoted and booked based on information provided by the Customer.
7.2 Drayage/Port/Rail. Customer is responsible for demurrage, detention, per diem, storage, chassis splits, terminal fees, exam fees, and customs/government holds. Documentation and customs clearance are Customer’s responsibility unless otherwise agreed.
7.3 Intermodal. Intermodal shipments are subject to rail circulars, tariffs, and the AAR Intermodal Loading Guide; shipper is primarily responsible for proper blocking, bracing, and securement.
7.4 Air. International air carriage is subject to the Montreal/Warsaw Conventions and carrier conditions of carriage. Liability limits, notice, and suit periods under those regimes apply.
7.5 Ocean. Ocean carriage is subject to COGSA/Hague-Visby or other applicable law; standard ocean limitations (e.g., US$500/package or customary freight unit) and time bars apply unless higher value is declared and paid.
7.6 Temperature Controlled Loads. Shipper must properly precool (if required) and package the goods before the scheduled loading time to ensure loading can be accomplished without unnecessary delay and to have goods at correct temperature for loading. Unreasonable delays at shipping point may be chargeable as detention fees. Customer must notify Firefox and the Carrier of temperature for shipment within sufficient time in order to properly cool and regulate temperature prior to the Carrier’s arrival at shipper. It is Shipper’s responsibility to ensure the trailer is at proper temperature to load product. If the consignee wants to reject part of a shipment that is “non-conforming” per its contract of sale with the vendor, it has an obligation to notify the seller-Customer and come to an agreement as to what to do with the goods, where to send them, and who will pay for any freight charges, without reasonable delay. A separate new contract of carriage with the Carrier for the return shipment will be established, including where the goods are to be delivered and who should pay for the freight charges and the Carrier should issue a new BOL for the return shipment. If Consignee rejects a shipment because it is “non-conforming” (and not because it was damaged in transit) the Carrier will normally issue an “on-hand notice” and request instructions as to what should be done with the goods. If no instructions are received the Carrier may have the right to sell them and apply the proceeds to its freight and/or storage charges, with the balance of the proceeds (if any) for the account of the owner. Per 21 CFR 1.908 a(6) all goods must be inspected by a qualified individual prior to disposal by the consignee or cargo owner.
7.7 Loading, Packing and Securing. It is the Shipper’s responsibility to block and brace their loads to prevent shifting while in transit. Neither Firefox nor the Carrier will be liable for damage resulting from Shipper’s packing, blocking and bracing. Shipper provided and applied Cargo Security Seals may be used at time of loading of Full Truck Load shipments only. When Cargo Security Seals are applied by Shipper, “Shipper Load and Count” will control all claims or issues. The Carrier is not liable for shortages or damage caused by the Shipper’s improper loading. Inadvertent omission of shipper load and count type notation shall not result in a presumption of Carrier liability for shortage or damage where the driver was either not present or not allowed to observe the loading or unloading. Where the Shipper loads the cargo, Firefox and the Carrier are not responsible for damages caused by non-receipt by the Carrier of any part of the Goods by the date shown on the BOL. Failure of the Goods to correspond with the description contained in the BOL/Proof of Delivery, or for damages caused by improper loading provided that a “shipper load and count” notation is contained on the BOL, or an intact seal is notated on the BOL at the time of delivery. These conditions shall apply to, but not be limited to, all over the road, drayage, LTL, intermodal, and airport/terminal pickups.
8) Force Majeure; Authority of Law
Foxfire and Carriers are excused for delays or non-performance caused by events beyond reasonable control, including acts of God, weather, disasters, labor disruptions, war, terrorism, civil unrest, cyber events, embargoes, closures, governmental actions/inspections, infrastructure failures, pandemics/epidemics, or third-party performance failures. Lawful inspections or holds may break seals or delay shipments without liability.
9) Compliance; Customer Warranties
Customer warrants: (a) legal right to tender Goods; (b) accuracy and completeness of all shipment data; (c) compliance with all applicable laws and regulations, including but not limited to DOT, FMCSA, TSA, CBP, hazmat, export controls/sanctions, FDA/Sanitary Food Transportation, and weight/size limits; and (d) appropriate verification of carrier identity at loading (MC/USDOT and driver identification).
10) Indemnity
Except to the extent caused by Foxfire’s gross negligence or willful misconduct, Customer will defend, indemnify, and hold harmless Foxfire, its affiliates, and their officers, directors, employees, and agents from and against all claims, losses, fines, penalties, damages, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer’s acts/omissions; (b) inaccurate shipment information, misdescription, or improper packaging/loading/securement; (c) violation of laws; (d) tender of restricted or hazardous commodities without proper notice/packaging/placarding; or (e) unpaid charges, including third-party port/rail/airline/storage fees. Firefox shall not be liable to Customer or any other entity for injury to persons or property unless such injury is solely attributable to Firefox’s grossly negligent acts or omissions. To the extent that Customer causes or contributes to such injury it shall defend, indemnify and hold Firefox harmless from any claims, suits, causes of action, including reasonable attorney’s fees and costs. Additionally, Firefox shall be entitled to reasonable attorney’s fees and costs for enforcement of these terms.
11) Confidentiality; Back-Solicitation
11.1 Confidentiality. Customer acknowledges and agrees that (a) the names, routes and pricing of the Carriers and other service providers utilized by Broker are Foxfire’s confidential information and are in the nature of a trade secret and (b) rates, lanes, carriers, and business practices are Foxfire’s confidential information.
11.2 Back-Solicitation. Customer will not tender traffic directly to any Carrier first introduced by Foxfire for 18 months after the last movement of the relevant lane/account. If breached, Customer will pay liquidated damages equal to 20% of the gross transportation charges for traffic moved in violation for 18 months from first movement.
12) Lien
Foxfire has a general and continuing lien on the Goods and any related documents for all charges (past and present) owed in connection with the shipment(s). If amounts remain unpaid after demand, Foxfire may exercise all rights available at law, including sale or disposal of Goods as permitted, applying proceeds to charges and costs (with any surplus remitted to the entitled party).
13) Limits of Liability; Disclaimers
13.1 Broker Liability. As a broker, Foxfire’s liability for any claim not governed by Carrier liability (e.g., proven broker negligence causing direct damage unrelated to cargo loss) is limited to the lesser of (a) Customer’s direct, proven damages, or (b) the brokerage fee Foxfire earned for the shipment giving rise to the claim, up to a maximum of US$10,000 per occurrence.
13.2 Exclusions. In no event will Foxfire be liable for incidental, indirect, special, exemplary, punitive, or consequential damages, including lost profits, loss of market, or business interruption, even if advised of the possibility, no matter what legal theory under which or context within they may arise.
13.3 No Warranties. Services are provided “AS IS” and “AS AVAILABLE.” Foxfire disclaims all warranties (express, implied, and statutory), including merchantability and fitness for a particular purpose. Transit times are not guaranteed unless expressly stated in a carrier-backed guarantee purchased by Customer.
14) No Right to Offset
Customer will pay Foxfire’s freight and related charges when due and will not set off or withhold amounts based on claims or disputes relating to the same or other shipments.
15) Term; Termination
Either party may terminate these Terms prospectively by written notice. Termination does not affect obligations already accrued. Customer remains liable for all charges, including accessorials, and for in-transit or staged shipments arranged prior to the effective termination date.
16) Governing Law; Venue
These Terms are governed by the laws of the State of Tennessee (without regard to conflicts rules). The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Davidson County, Tennessee for any dispute arising out of or relating to these Terms or the services, and waive objections based on improper venue or forum non conveniens.
17) Notices; Changes
Foxfire may update these Terms at any time by posting the revised version at [your URL] (effective on posting unless a later date is stated). Notices to Foxfire must be sent to: Foxfire Transportation Group, LLC, [4990 Hyde Way Cumming , GA 30040], Attn: Legal (with a copy to legal@Foxfirefreight.com).
18) Miscellaneous
If any provision is found unenforceable, it will be narrowed or severed to the minimum extent necessary; the remainder remains in effect. No waiver is effective unless in writing. Customer may not assign these Terms without Foxfire’s written consent. These Terms (with any signed agreement, rate confirmations, and shipment-specific documents) constitute the entire agreement for the subject matter.
19) Data Privacy & Security
Foxfire may collect and process limited personal information from Customer in connection with shipments (e.g., driver contact details, shipment status, billing information). Foxfire will maintain administrative, technical, and physical safeguards consistent with industry standards to protect personal information. By tendering shipments, Customer consents to such collection and processing, and agrees to comply with all applicable data protection laws.
20) High-Value Cargo Rider
20.1 Declaration Required. Shipments exceeding $100,000 in invoice value (“High-Value Cargo”) must be declared in writing prior to tender and expressly accepted by Foxfire.
20.2 Special Handling. Foxfire reserves the right to require additional security protocols (team drivers, GPS/geofencing, armed escort, restricted routing, or specific handoff procedures). Customer is responsible for related costs.
20.3 Undeclared High-Value Cargo. If Customer fails to declare High-Value Cargo, liability for any loss, damage, or theft shall be limited to the Carrier’s standard cargo policy or $100,000, whichever is less.
20.4 Exclusions. Certain commodities (currency, negotiable instruments, jewelry, fine art, alcohol, tobacco, pharmaceuticals, electronics, etc.) may be subject to additional restrictions or refusal unless specifically agreed in writing.
21) Arbitration & Class Action Waiver
21.1 Arbitration. Any claim, dispute, or controversy arising out of or relating to these Terms or Foxfire’s services shall be resolved by binding arbitration under the Federal Arbitration Act before a single neutral arbitrator in Nashville, Tennessee, administered by the American Arbitration Association.
21.2 No Class Actions. Claims must be brought on an individual basis only. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.
21.3 Equitable Relief. Nothing prevents Foxfire from seeking equitable relief (e.g., injunctions to protect confidential information, enforce non-solicitation, or collect unpaid charges) in court.