Terms of Service

These Terms of Service (“TOS”) are entered into by and between Aquila Transportation, LLC, a California limited liability company (“Transportation Provider”), and any company that requests transportation or related services, whether through a formal quote, email correspondence, its own sourcing or service request process, and/or by submitting a Delivery Order, hereinafter referred to as the “Customer.” Collectively, the Transportation Provider and Customer are referred to as the “Parties.”

The “Service Agreement” consists of these Terms of Service as in effect at the time of service, along with any documentation used to identify the Customer, including but not limited to the Customer’s name, address, and other relevant details. Through this process, additional liable parties may be identified as Customers. A quote (“Quote”) may be provided through the Transportation Provider’s CRM, in response to the Customer’s sourcing or service request process, or via email at the Customer’s direction. Collectively, any issued Quote, the applicable Terms of Service, and communications not in opposition to the Terms of Service form the Service Agreement, governing all services performed under the agreed rates and charges.

By engaging with the Transportation Provider—including, but not limited to, requesting a Quote, placing an order, submitting a Delivery Order, or making payment—the Customer acknowledges and agrees to be bound by these terms. These terms are communicated through the quoting process, company email footers, the company website, and invoice notes linking to the full TOS. If the Customer does not agree to these terms, they must notify the Transportation Provider in writing before engaging any services. Regardless of any written or verbal objections to these terms, continued use of the Transportation Provider’s services constitutes acceptance of these Terms of Service.

WHEREAS, the Transportation Provider is a provider of freight transportation services;

WHEREAS, the Customer seeks to utilize the freight transportation services of the Transportation Provider;

WHEREAS, the Transportation Provider agrees to provide freight transportation services to the Customer in accordance with the terms set forth herein.

1)     General Provisions

a)       Services Generally.  This Service Agreement provides for specified services under the specified rates and conditions set forth herein.  Transportation Provider agrees to provide freight transportation and other services to Customer within the continental United States ("Services"), and Customer agrees to pay for such Services and fulfill its other obligations, each in accordance with the provisions of this Service Agreement. 

b)      Delivery Order.  The Customer will tender Delivery Orders to the Transportation Provider electronically via e-mail. By submitting a Delivery Order, the Customer expressly agrees to be bound by the terms of this Service Agreement. The Transportation Provider will not be obligated to perform any services unless the Customer has agreed to these terms, either explicitly through signature or implicitly by proceeding with a service request. The Delivery Orders will identify: Container #, Master BL #, Ocean Carrier, Vessel, Voyage, Vessel Arrival (ETA), Terminal (Pick-up Location), Container Size/Type, Weight, Delivery Location

c)       Obligation to Provide Services.  Transportation Provider agrees to accept or reject all load tenders submitted to it by Customer for the delivery of freight within 36 hours of receipt from Customer excluding weekends and company holidays (see section 2. Definitions, subsection d. for list of company holidays).  Transportation Provider requests Customer tender loads no less than seven days in advance of the vessel arrival date (ETA).  If one of the six company holidays lands between delivery order submission and vessel arrival date (ETA) Transportation Provider requests the Customer submit the delivery order an additional day in advance.

2)     Definitions

a)       "Affiliate" or "Subsidiary" means an entity controlled by, or under common control with, a Party to this Service Agreement through ownership or control of fifty percent or greater of the voting power or the share or other means of control, for as long as such ownership exists.

b)      "Appendix" means an Attachment to this Service Agreement executed by both Parties defining the logistics and/or transportation services agreed to between the Parties and will include any applicable Statement of Work.

c)       "Days" means calendar days unless otherwise specified as business days.

d)      "Holidays" Transportation Provider provides full-time employees paid time off in observance of the following holidays: New Year's Day (January 1), Memorial Day, Independence Day (July 4), Labor Day, Thanksgiving Day, and Christmas Day.  If the holiday falls on a Saturday or a Sunday, the company will close the preceding Friday in observance of the holiday and will not reopen until the following Monday.

e)      "In-progress" means any transportation services for which a load has been accepted until payment has been received from the Customer.

3)     Terms & Termination

a)        This Service Agreement shall commence on the date the Customer accepts the quote ("Effective Date") and shall remain in effect until terminated. It shall automatically renew for successive one (1) year periods unless terminated by either Party with thirty (30) days prior written notice. The most current version of the Service Agreement, as published on https://aquilatransportationllc.com/terms-of-service, shall govern all engagements, and continued use of services constitutes acceptance of the latest version.

b)      Termination. Either Party may terminate this Service Agreement without penalty at any time upon at least thirty (30) days prior written notice. Termination shall not relieve the Customer of any obligations incurred before the effective termination date, including outstanding payments or liabilities under prior versions of the Agreement.

4)     Rates

a)       Rates.  The rates and charges agreed to by the Parties for the specified Services are outlined in the accompanying quote. By engaging in services at the quoted rates, submitting a Delivery Order, or making payment, the Customer acknowledges and agrees to be bound by the Terms and Conditions of this Service Agreement.

b)      Payments and Credit – Freight Invoices. Transportation Provider will invoice Customer upon shipment completion. Payment terms shall be as specified in the accompanying quote. Customer shall pay the invoice or freight bill within the agreed NET terms as stated in the quote. Payments made after the specified period will be subject to a late fee applied at a rate of 1.5% of the outstanding balance per the applicable NET term or the highest lawful rate. If payments are made by credit card, a convenience fee of 3% of the total freight invoice amount will apply, unless otherwise stated in the quote or if the invoice is paid within seven (7) days of receipt. Payment of an invoice, whether partial or full, constitutes the Customer’s acknowledgment and acceptance of this Service Agreement, including all terms and conditions related to rates, services, and liabilities. If the Customer disputes any term, it must notify the Transportation Provider before making payment. Payment without a timely objection shall be deemed full acceptance of all terms.

c)       Payments and Credit – Demurrage or Detention. The Customer agrees to indemnify and hold harmless the Transportation Provider from any demurrage and detention charges, except where such charges are a direct result of the Transportation Provider’s actions or negligence. The Customer acknowledges that factors outside the Transportation Provider’s control—such as the number of free days provided, port appointments, timing of container release, warehouse hours, or changes in receiving schedules—may contribute to demurrage and detention. In these instances, the Customer accepts responsibility for the charges. Any charges paid without prior review by the Transportation Provider will be deemed the responsibility of the Customer.

d)      Timeliness of Disputes. Any disputes regarding an invoice must be submitted in writing to the Transportation Provider within the applicable payment terms as established in section 4, subsection b in order to be considered valid. The dispute must include sufficient documentation to substantiate the claim. Disputes presented outside the applicable payment terms will be reviewed at the sole discretion of the Transportation Provider, which reserves the right to decline to entertain disputes submitted after the specified timeframe. Customers are advised to ensure all supporting documentation is provided promptly to facilitate timely resolution.

e)      Disruption of Service Due to Late or Held Payment. In the event that any payment due to the Transportation Provider is not received within the agreed-upon timeframe, or if payment is held or delayed by the Customer, the Transportation Provider reserves the right to suspend or disrupt services without further notice until such payment is received in full. The Transportation Provider shall not be liable for any delays, losses, or damages resulting from the suspension or disruption of services due to late or held payments by the Customer. Additionally, any costs incurred by the Transportation Provider due to the suspension or disruption of services will be the responsibility of the Customer.

5)     Liability

a)       Lost, Damaged, or Destroyed Cargo. If any Customer cargo transported by the Transportation Provider in connection with the Services is lost, stolen, or destroyed while in Transportation Provider's possession or under the control of the Transportation Provider, except to the extent such loss or damage is caused by a Force Majeure Event, as defined below, then the Transportation Provider shall reimburse the Customer an amount equal to the price paid by the Customer to its suppliers (Commercial Invoice Value) up to a maximum liability of $250,000. In no event shall Transportation Provider be liable for any special, incidental, consequential, indirect, exemplary, or punitive damages.  As shipments tendered by Customer are in sealed Full Container Load (FCL), the Transportation Provider shall not be held responsible for cargo loss, damages, or shortages in transit, provided that container seals were not broken while the container was in Transportation Provider's possession (other than by a government official) and there is no evidence of access to the interior of the container after pickup by Transportation Provider.  

6)     Reliance on Information Provided, Limitation of Liability

a)       The Customer is responsible for the accuracy and completeness of all shipment details, data, and other requested information.  Customer shall indemnify, protect, defend, and hold the Transportation Provider harmless from any and all claims, liabilities, fines, penalties, damages, costs, or other sums (including attorneys' fees and costs) that may be incurred, suffered, or disbursed by reason of Customer's failure to disclose information or any incorrect, incomplete or false statement by the Customer or its agent, representatives or contractors.  The Customer agrees to release the Transportation Provider from any and all losses, damages, or claims the Customer may have against the Transportation Provider that arises due to the Customer's failure to provide to the Transportation Provider accurate and complete shipment details, data, and requested transaction terms or other necessary information.

7)     Hazardous Materials

a)       The Transportation Provider hereby confirms that it holds and maintains adequate insurance coverage for the transportation of non-bulk hazardous materials, as defined by the Hazardous Materials Transportation Act (HMTA), codified at 49 USC §5101, and regulated under Title 49 CFR, Parts 171-180. The customer agrees to not tender loads to the Transportation Provider that fall outside the scope as defined above.

8)     Authorization

a)       It is agreed and warranted by the Parties that the persons signing this Service Agreement for Transportation Provider and Customer, respectively, are authorized to sign this Service Agreement and to bind the Parties to its terms.

9)     Terms of Service Availability & Acceptance

a)       The most current version of this Service Agreement is available at https://aquilatransportationllc.com/terms-of-service. By engaging in services, placing an order, or making payment, the Customer acknowledges that it has been given reasonable opportunity to review these terms. It is the Customer’s responsibility to stay informed of any updates. If the Customer does not agree to these terms, it must notify the Transportation Provider in writing before engaging services.

10) Applicable Law

a)       This Service Agreement shall be subject to and be interpreted in accordance with federal law and the laws of the State of California, without regard to conflicts-of-laws principles.  The Parties hereby submit to exclusive personal and subject matter jurisdiction and venue in the state and federal courts located in Los Angeles County, California.   This Service Agreement is an agreement for private motor Transportation Provider contract services entered into under 49 USC 14101(b), and the Parties hereby waive all rights and remedies existing under 49 USC subtitle IV, part B, which are allowed to be waived.

11) Arbitration

a)       In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, the matter shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and judgment on the award rendered may be entered in any court having jurisdiction.

b)      Within fifteen (15) days after the commencement of arbitration, each Party shall select one arbitrator from the AAA panel, and the two selected arbitrators shall choose a third, neutral arbitrator ("Neutral Arbitrator") within ten (10) business days. If the arbitrators are unable to agree, the AAA will appoint the Neutral Arbitrator. The arbitration will take place in Los Angeles, California.

c)       The arbitration process, including all proceedings, submissions, documents, and awards, shall remain confidential. Neither Party nor the arbitrators shall disclose any details of the arbitration without the express written consent of both Parties, except as necessary to enforce the arbitration award.

d)      The arbitrator’s award shall be in writing, signed by the Neutral Arbitrator, and shall include the reasons for the decision. The fees and expenses of the arbitration, including attorneys' fees and the costs of the arbitrators, will be paid by the non-prevailing Party as determined by the Neutral Arbitrator.

12) Force Majeure

a)       Nonperformance by either Party as a result of any cause which is beyond such Party's reasonable control, including acts of God, war, riots, port labor disruptions, acts of the public enemy, civil disturbance, and the like (a "Force Majeure Event") shall be excused.

b)      In the event of a Force Majeure Event, the affected Party must notify the other Party in writing as soon as possible, but no later than five (5) business days after becoming aware of the event. This notification shall include details of the Force Majeure Event and its expected impact on the performance of obligations under this Agreement.

c)       If the Force Majeure Event continues for a period exceeding thirty (30) days, either Party may terminate this Agreement upon written notice to the other Party without any further obligation, except for obligations incurred prior to the Force Majeure Event.

13) Assignment

a)       This Service Agreement shall be binding on the respective successors and assigns of the Parties hereto. No assignment of this Service Agreement shall be effective without the prior written consent of the other Party except that either Party may, without the other Party's consent, assign this Service Agreement to any entity that owns or controls, directly or indirectly, at least fifty percent (50%) of such Party's voting interests of that Party, or to any entity, at least fifty percent (50%) of the voting interests of which is, directly or indirectly, owned or controlled by such Party.

14) Entire Agreement

a)       This Agreement, together with any accompanying quote documents, invoices, and prior dealings between the Parties, constitutes the entire agreement governing the relationship between the Transportation Provider and the Customer. Continued engagement in services without explicit objection constitutes acceptance of the most current terms in effect at the time of engagement.

15) Amendment

a)       No amendment or modification of the terms of this Service Agreement shall be binding unless in writing and signed by the Parties.

16) Counterparts

a)       This Service Agreement may be executed in one or more counterparts, any or all of which shall constitute one and the same instrument.