Terms of Service
TERMS & CONDITIONS
These Terms and Conditions govern your use of Parcel Solved website and services. These Terms and Conditions apply to everyone who uses our website, services, online platforms and systems. These Terms and Conditions and any Addendums or supplements supersede any and all previous Terms and Conditions and other prior statements concerning the rates and conditions of Parcel Solved service to which it applies. Parcel Solved reserves the right to unilaterally modify, amend or supplement the rates, features of service, services, Tariff, and Terms and Conditions in this guide applicable to all customers without notice. All modifications, amendments or supplements may only be authorized by an officer of Freight Solved LLC, a Florida Limited Liability Company doing business as Parcel Solved (PS)but no other agent or employee of Freight Solved LLC, nor any other person or party, that is not authorized to do so.
All information provided on the Parcel Solved website is provided “as is” and without warranties, express or implied, and Parcel Solved does not warrant or make any representations as to the correctness, accuracy, or reliability of any information and materials located on or provided through its website and does not warrant that functions contained on its website will be uninterrupted or error-free.
Any third-party software application Company uses on the Parcel Solved website or provided directly by Parcel Solved, to connect to the Services, or related to the Services (“Third Party Software”) is solely subject to any third party software provider software licenses. Parcel Solved does not own, control or have any responsibility or liability for any Third-Party Software.
FULFILLMENT SERVICES AND HANDLING AGREEMENT
THIS FULFILLMENT SERVICES AGREEMENT (“Agreement”) is entered into by and between Freight Solved LLC, a Florida Limited Liability Company doing business as Parcel Solved (PS) and “Company,” “client” the “Parties,” and each a “Party”.
WHEREAS, the Company is in the business of selling and/or manufacturing certain Products; and
WHEREAS, Parcel Solved provides to various retailers, e-tailers and manufacturers direct-to-customer order fulfillment services, including storage, packing and shipping products to the retailer’s customers; all of which are subject to the terms and conditions of this Agreement; and in consideration of the terms and conditions set out herein, the Parties agree as follows:
INTERRUPTION OF SERVICE
In connection with any shipping services provided by Parcel Solved, Parcel Solved shall not be liable for any interruption of service due to a cause beyond our control including, but not limited to airline delays, flight cancellation and climatic conditions, or to strikes, lockouts, or labor disputes.
FAILURE OF CONSIGNEE TO TAKE DELIVERY
If consignee refuses to take or accept delivery of a shipment, or if Parcel Solved is unable to locate or find consignee, Parcel Solved shall notify Company and request instructions as to the disposition of the shipment. Company shall pay all charges, fees and expenses resulting from or in connection with failure of consignee to take delivery of the shipments including, but not limited to, transportation charges incurred in returning the shipment.
If Company fails to provide instructions, Parcel Solved may claim a lien on the shipments for all unpaid charges and fees in accordance to the rules contained in Lien on shipments.
LIEN ON SHIPMENT AND ABANDONMENT OF ACCOUNT
Parcel Solvedshall have a lien on any shipment/s and merchandise stored in its facilities’, so long as the shipment/s and merchandise remain in its possession, and shall have a priority security interest in all Products in Inventory and on the proceeds thereof to secure the payment of all Usage Fees and 3rd Party Fees as well as any reasonable expenses incurredand due to Parcel Solved in connection with any shipment or service rendered. Parcel Solved lien may be enforced by public or private sale of the shipment/s and merchandise, as whole or in parcels, at any time or place and in any terms, which are commercially reasonable, after notifying all persons known to Parcel Solvedas claiming any interest in the shipment. Before any sale, a person claiming right in the shipments may pay the amount necessary to satisfy the lien and the reasonable expenses incurred in its enforcement. Parcel Solved may satisfy its lien from the proceeds of any sale and shall hold the balance, if any, or delivery on demand to the person entitled thereto. A sale of any shipment pursuant to this Condition shall not discharge the Company or consignee from any liability.
Additionally, any Account that remains unpaid for greater than 60 days will automatically be deemed an Abandoned Account. Upon an Account becoming an Abandoned Account, Company immediately forfeits all rights of ownership of such Company’s Inventory. Inventory will become immediately and irrevocably unavailable to Company, and liquidation proceedings would begin. Company agrees the Inventory would be free and clear of liability, and that Company assumes any liability therefore. Company has no rights to any liquidation proceeds arising from an Abandoned Account and would remain liable for any pending Usage Fees and 3rd Party Fees above and beyond the liquidation proceeds.
LIMITATIONS IN LIABILITY & INSURANCE
In connection with shipping services for orders placed by the Company or any customer of the Company, regardless of any declared value for transportation, the liability of Freight Solved LLC (Parcel Solved ) shall be limited to US $100.00 (Dollars) per shipment for incidents including, but not limited to, any loss, damage, delay, mis-delivery, non-delivery, misinformation, any failure to provide information, or mis-delivery of information, or otherwise adversely affected, while shipment is in our possession or during pick-up and delivery.
SHIPMENTS ARE INSURED BY THE DIRECT CARRIER OR INTEGRATORS USED FOR SHIPPING CUSTOMER’S MERCHANDISE AND NOT BY FREIGHT SOLVED LLC (Parcel Solved)FOR LOSS OR DAMAGE WHILE IN THE CUSTODY OF SAID CARRIER OR INTEGRATORS, IN ACCORDANCE WITH APPLICABLE TARIFF PROVISIONS ON FILE AT APPLICABLE REGULATORY AGENCY. FREIGHT SOLVED LLC (Parcel Solved) SHALL NOT BE LIABLE FOR ANY LOSS OTHER THAN, OR IN AMOUNT IN EXCESS OF THAT WHICH IS DESCRIBED IN PRECEDING TEXT. FREIGHT SOLVED LLC (Parcel Solved) SHALL NOT BE RESPONSIBLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES EXPERIENCED BY ANY PERSON AS A RESULT OF DELAY, LOSS OR DAMAGE TO ANY SHIPMENT OR MERCHANDISE. IF THERE IS A CONFLICT BETWEEN THIS AGREEMENT AND THE TERMS ON ANY AIR WAYBILL, BILL OF LADING OR OTHER TRANSIT DOCUMENTATION SET FORTH BY THE CONTRACTED CARRIER, THE CARRIER’S TERMS WILL CONTROL.
Exposure to and risk of any loss in excess of the maximum liability is either assumed by the Company or transferred by the Company to an insurance carrier through the purchase of an insurance policy.
By requesting transportations services for any/all stored merchandise handled by Parcel Solved, you acknowledge that you are aware of our Limitations of Liability and Insurance provisions. This act also constitutes an automatic waiver of insurance coverage unless specifically requested by you for a particular shipment.
NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES THIRD PARTY LIABILITY. EXCEPT FOR LIABILITY FOR INDEMNIFICATION AND LIABILITY FOR BREACH OF CONFIDENTIALITY, NEITHER FREIGHT SOLVED LLC (dba Parcel Solved) NOR ITS REPRESENTATIVES IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR DAMAGES FOR LOSS, LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY COMPANY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY FREIGHT SOLVED LLC (dba Parcel Solved)/ OR COULD HAVE BEEN REASONABLY FORESEEN BY FREIGHT SOLVED LLC (dba Parcel Solved), REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. OTHER THAN AS SET FORTH BELOW, IN NO EVENT SHALL FREIGHT SOLVED’S (dba Parcel Solved) LIABILITY UNDER THIS AGREEMENT EXCEED THE MONIES PAID OR PAYABLE BY COMPANY TO FREIGHT SOLVED LLC (dba Parcel Solved) EXCLUDING CARRIER FEES OR OTHER THIRD PARTY FEES (“DAMAGES CAP”). FREIGHT SOLVED LLC (dba Parcel Solved) MUST BE NOTIFIED WITHIN FIVE (5) DAYS AFTER ANY UNAUTHORIZED TRANSACTION OR COMPANY WAIVE ALL DAMAGES FROM FREIGHT SOLVED LLC (dba Parcel Solved).
THE PROVISIONS OF THIS AGREEMENT PROVIDE COMPANY’S EXCLUSIVE REMEDY AGAINST PARCEL SOLVED (FREIGHT SOLVED LLC) FOR ANY CLAIM WHATSOEVER RELATING TO LOSS, DAMAGE AND/OR DESTRUCTION OF INVENTORY AND SHALL APPLY TO ALL CLAIMS INCLUDING INVENTORY SHORTAGE AND MYSTERIOUS DISAPPEARANCE CLAIMS UNLESS PROVEN BY AFFIRMATIVE EVIDENCE THAT PARCEL SOLVED (FREIGHT SOLVED LLC) CONVERTED THE INVENTORY TO ITS OWN USE. COMPANY HEREBY WAIVES ANY RIGHTS TO RELY UPON ANY PRESUMPTION OF CONVERSION IMPOSED BY LAW. IN THE EVENT OF INVENTORY LOSS DUE TO INVENTORY COUNT INACCURACIES, INACCURATE INVENTORY COUNTS DURING RECEIVING OR INVENTORY COUNT INACCURACIES AT ANY TIME THAT PARCEL SOLVED (FREIGHT SOLVED LLC) IS IN POSSESSION OF INVENTORY FOR WHICH THE CLAUSES ABOVE IS DETERMINED TO BE INAPPLICABLE AND PARCEL SOLVED (FREIGHT SOLVED LLC) IS HELD LEGALLY LIABLE, COMPANY AGREES THAT IT WILL BE CONSIDERED AN “INVENTORY LOSS” AND PARCEL SOLVED (FREIGHT SOLVED LLC) LIABILITY SHALL BE LIMITED AS STATED ABOVE. IN NO EVENT SHALL PARCEL SOLVED (FREIGHT SOLVED LLC) BE LIABLE FOR ANY LOST SALES REVENUE FROM THE INVENTORY LOSS DUE TO INVENTORY COUNT INACCURACIES.
RISK OF LOSS AND INSURANCE
The customer or user of any services provided by Parcel Solved agrees that at no time during the period that products remain in Parcel Solved’s possession as Inventory in the Warehouse will Parcel Solved hold title, or any other rights of ownership of such Inventory. Title in Inventory will continue to be held by the customer or user until such time as the products are delivered to the End-User. At no time during this period shall Parcel Solved carry the risk of loss in the Inventory. Risk of Loss in Inventory will continue to be held by the customer or user until such time as the products are delivered to the End-User. The customer or user further agrees that it is customers’ responsibility, at all times, to maintain an insurance policy that covers the cost of the products held in Inventory. The customer has the option of adding Parcel Solved’s Warehouse as a designated storage location for purposes of insurance. The customer has a right and can choose not to insure its inventory. In this event, Parcel Solved will, under no circumstances, be liable for any loss or damage to the inventory stored at Parcel Solved’s facilities. These events include, but are not limited to, theft, misuse, fire, natural disaster or any other event, not directly caused by Parcel Solved.
Parcel Solved does not guarantee continuous, uninterrupted or secure access to the Service. Operation of the Services may be interfered with by numerous factors outside of Parcel Solved’s control. However, Parcel Solved will make any/all reasonable efforts to process requests for receiving or shipping merchandise in a timely manner but PS makes no representations or warranties regarding the amount of time needed to complete processing because the Service is dependent upon many factors outside of its control.
Company may not transfer or assign any rights or obligations under this Agreement without Parcel Solved’s prior written consent. Any attempted assignment without that consent will be void. Parcel Solved reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
1- The Company hereby engages Parcel Solved to provide the Services (as defined below) to the Company for the duration of the Term and the Renewal Term described in Section 2. During the Term, and any Renewal Terms, the conduct of the Parties shall be subject to the terms and conditions of this Agreement, including conformance with the various Parcel Solved policies www.parcelsolved.com/rates (“Rates & Pricing”).
2- The term of this Agreement commences on the Effective Date and continues for a period of 2 years, unless and until earlier terminated as provided under this Agreement or applicable law (“Term”). On expiration of the Term, this Agreement automatically renews for additional successive one (1) year terms unless and until either Party provides written Notice of termination at least thirty (30) days before the end of the current term, or unless and until earlier terminated as provided under this Agreement or applicable Law (each a “Renewal Term”). If the Term is renewed for any Renewal Term(s) pursuant to this Section, the terms and conditions of this Agreement, and any Exhibits attached hereto, during each such Renewal Term are the same as the terms in effect immediately prior to such renewal.
3- Parcel Solved shall provide the following services to the Company (collectively, the “Services”):
(a) Receive shipments from the Company of the Product
(b) Provide storage facilities for the Inventory in Parcel Solved’s warehousing facilities (“Warehouse”)
(c) Upon notification by the Company of a purchase of Products by a customer, Parcel Solved will pick and package the Products from the available Inventory, and ship such Products directly to the customer (“End-User”).
(d) Parcel Solved will use appropriate packaging material (i.e. bubble wrap, boxes with void fill, etc.) at its discretion.
(e) Upon request by the Company, PS will include a Company packing slip, and/or other Company marketing materials concerning the Product, to be provided by Company.
(f) Parcel Solved will process, package and ship all Product orders in accordance with PS Policies, and as may be further specified
(g) Parcel Solved will maintain monthly ledger summaries of all orders shipped and received, available upon request by the Company.
(h) Parcel Solved will facilitate any Product returns from the End-User to the Company
(i) In addition to the above described Services, Parcel Solved shall perform any additional services, including special projects, that the Company desires Parcel Solved to perform, as more fully described on the attached Exhibit A, to be amended from time to time as agreed upon by the Parties.
4- The Company shall at all times comply with all laws applicable to this Agreement and its obligations under this Agreement, including the Company’s sale of the Products to End-Users. Company shall, at its own expense, maintain all certifications, credentials, licenses and permits necessary to conduct its business relating to the sale of the Products; and not engage in any activity or transaction involving the Products, by way of shipment, use or otherwise, that violates any law.
5- The Company agrees to pay Parcel Solved for the Services, in the amounts described on the website at www.parcelsolved.com/rates, to be amended from time to time, or contained in a separate Rate Agreement signed by both Company and Parcel Solved. Any additional Services not included on our site or pricing sheet will be quoted on a case-by-case.
5.a Parcel Solved shall make invoices available to the Company on a bi-monthly basis, on the 15th and last day of each month, for the previous period following the conclusion of the period for which such Services were provided. All invoices are by default due on NET 15 terms, unless otherwise defined. Any and all fees due for the cost of the Product shall be paid directly by the End-User to the Company. Under no circumstances shall Parcel Solved accept, receive or otherwise be held responsible for payments from an End-User made in exchange for the Product.
5.b Failure of Company to make payments within the specified terms (see 5.a), all Services shall stop until PS receives payment. After 30 days of non-payment, Parcel Solved has the right to automatically charge the saved payment method on file or any payment method used in the past for the amount due. Additionally a late payment fee may be applied as stated on Invoice. Company has the right to opt-in for “auto-pay” service, which will automatically charge the saved payment method on file 5 days before the due date, for the amount due on the invoice.
6- Quotations provided by a representative of Parcel Solved or accepted through Parcel Solved’s online platform are based on the information available at the time made. The final rates and service fees may vary based upon the shipment actually tendered, the work actually performed, or a number of factors such as carrier shipping prices, the actual characteristics of the Products, the delivery location, among other variations occurring in the ordinary course of business.
7- Termination of the Account. Upon termination of this Agreement, the Account will be inaccessible to Company, and all activity will be suspended. Parcel Solved reserves the right to place an Account on hold for a number reasons, including but not limited to the following:
(a) Account Balance remaining unpaid within 30 days of receipt of invoice;
(b) suspicious activity on or through the Account;
(c) if anyone using the Account uses abusive language or otherwise threatens Parcel Solved or its staff;
(d) to allow time to resolve or investigate a third party complaint of a violation of this Agreement;
(e) To allow time for investigation or resolution of an unauthorized transaction, customer complaint, dispute or accusation; and
(f) To allow time for Parcel Solved to comply with any extraordinary support requests.
7.a Parcel Solved reserves the right to terminate an Account for any reason upon 30 days’ Notice (“Termination Notice Period”). Company may have full or limited use of the Account during the Termination Notice Period, subject to PS’s discretion. Any Product inventory that remains in PS’s inventory at the expiration of the Termination Notice Period will be shipped to Company at the address on file at the company’s expense and on a prepaid basis only and account will then be closed.
SPECIAL CONSEQUENCES AND ADDITIONAL ACTIONS
8- If Company is in breach of any of the terms of this Agreement, Parcel Solved may close, put on hold, or limit access to the Account or the Services. Without limiting any of the remedies under law or equity, Parcel Solved may also take any actions available, including, without limitation, any of the following :
(a) contact End-Users who have received Products, contact Company’s bank or credit card issuer, and warn other users, law enforcement, or impacted third parties of Company’s actions;
(b) refuse to provide the Services in the future;
(c) hold Account funds and Inventory for up to 180 days if reasonably needed to protect against the risk of liability; and
(d) take any available legal action.
ACCOUNT CLOSING BY COMPANY
Company may close the Account for any reason, upon giving Parcel Solved 30 day’s prior written Notice (“Termination Notice Period”). Merchandise will be returned at a rate of $0.5 / item plus any/all applicable shipping charges so long as account is in good standing and all balances are paid in full.
Subject to the terms and conditions of this Agreement, Company shall indemnify, defend and hold harmless FREIGHT SOLVED LLC (dba Parcel Solved) and its representatives/officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party or End-User (collectively, “Losses”), arising out or resulting from any claim of a third party alleging:
(a) Breach or non-fulfillment of any representation, warranty or covenant under/representation or warranty set forth in this Agreement by Company;
(b) Any negligent or more culpable act or omission of Company (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement;
(c) Any bodily injury, death of any person or damage to real or tangible personal property caused by the willful or grossly negligent acts or omissions of Company;
(d) The acts or omissions (including, without limitation, any negligence or willful misconduct) of any third party whether or not selected by or retained by Parcel Solved;
(e) Any failure by Company to substantially comply with an applicable Food and Drug Administration (FDA) or other governmental requirement; or
(f) Any failure by Company to comply with any applicable state, federal or international laws.
ATTORNEY’S FEES, GOVERNING LAW AND MEDIATION
Freight Solved LLC (dba Parcel Solved) shall have the right to collect from Company any reasonable costs and/or attorneys’ fees incurred in enforcing this Agreement.
This Agreement and performance by the Parties hereunder shall be construed in accordance with the applicable laws of the State of Florida without regard to conflicts of laws provisions thereof, or, as appropriate, federal laws of the United States. Any action or proceeding arising from or relating to these terms must be brought in a federal or state court in Miami-Dade County, Florida. The Parties consent to the exclusive jurisdiction of, and venue in, the state and federal courts within Miami-Dade County, Florida. Notwithstanding the foregoing, Parcel Solved may seek injunctive or other equitable relief to protect Parcel Solved’s intellectual property rights in any court of competent jurisdiction.
Except for disputes relating to payment for the Services or as otherwise expressly provided in this Agreement, all disputes arising under this Agreement, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement, or otherwise from use of or access to Parcel Solved’s website, platform or the Services, shall be determined by arbitration in the State of Florida, Miami-Dade County (using the English language), before one arbitrator. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party. The Parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. If the dispute is not resolved within 30 days from the date of the submission of the dispute to mediation (or such later date as the parties may mutually agree in writing), the administration of the arbitration shall proceed forthwith. The mediation may continue, if the Parties so agree, after the appointment of the arbitrators. Unless otherwise agreed by the Parties, the mediator shall be disqualified from serving as arbitrator in the case. The pendency of a mediation shall not preclude a Party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the Parties agree not to defend against any application for provisional relief on the ground that a mediation is pending.