GEODIS eLogistics
Terms of Service

    1. Acceptance.  By clicking “Accept” you (“CLIENT”):
      • a. Acknowledge that you have read and understood the terms and conditions set forth herein;
      • b. Agree to be bound by the terms and conditions set forth in this Agreement; and
      • c. Engage GEODIS LOGISTICS, LLC (“GEODIS”, together with CLIENT, the “Parties” and each a “Party”) to provide the Services set forth in Section 3 below, and GEODIS agrees to provide the Services to CLIENT for the duration of the Term and the Renewal Term as set forth in Section 2.
    2. Term.
      • a. The Term will start on the date CLIENT’s inventory is received and continue until terminated by either Party.
      • b. The initial term of this Agreement will be for one (1) month (“Term”) and automatically renew each successive month (“Renewal Term”) unless otherwise terminated as set forth herein.
      • c. Either Party may terminate this Agreement for its convenience with thirty (30) days’ advance written notice.
        • i. If CLIENT desires to terminate this Agreement for its convenience, CLIENT will send an email to elogistics@geodis.com notifying GEODIS that CLIENT desires to terminate this Agreement in thirty (30) days.
        • ii. If GEODIS desires to terminate this Agreement for its convenience, GEODIS will send an email to the email address associated with CLIENT’s account notifying CLIENT that GEODIS desires to terminate this Agreement in thirty (30) days. By entering this Agreement, CLIENT consents to receive notices and correspondence via email.
        • iii. Following either Party’s notice of termination, CLIENT will prepay for the final thirty (30) days of service in advance in an amount equal to four (4) times the prior weekly invoice and provide a shipping address for any inventory that remains at the end of the thirty (30) day period.  GEODIS will provide a final invoice (“Final Invoice”) within fifteen (15) days of expiration or termination.  If the Final Invoice is less than the sum of the pre-payment and the Security Deposit, then GEODIS will remit the balance to CLIENT within such fifteen (15) day period.  If the Final Invoice is more than the sum of the pre-payment and the Security Deposit, CLIENT will remit the difference to GEODIS in accordance with Section 5.
      • d. GEODIS may terminate or suspend services at any time if CLIENT is in material breach of this Agreement and fails to cure within ten (10) days of written notice (email being acceptable) unless such breach (i) cannot be reasonably cured within ten (10) days, (ii) is a violation of law or regulation, or (iii) creates third party liability, in such event, GEODIS may reduce or eliminate such cure period in GEODIS’ reasonable discretion.
    3. Services. GEODIS shall provide CLIENT the following services (“Services”):
      • a. Receive shipments of CLIENT’s products or goods (“Products”) from the CLIENT.
      • b. Put away CLIENT’s Products into inventory at GEODIS’ warehouse (“Warehouse”).
      • c. Pick, pack and prepare for shipment available Products to be delivered to the ultimate customer following notification of sale and complete shipping instructions from CLIENT.  For B2B shipments GEODIS is only responsible for following packing instructions set forth by customer on each individual order.  GEODIS is not responsible for ensuring that CLIENT instructions comply with delivery compliance guidelines that may be imposed by customers of CLIENT.  If CLIENT arranges transportation, then CLIENT must arrange for pickup within five (5) days after an order has been prepared for shipment by GEODIS.  If the order has not been picked up within five (5) days, then a fee of $50 will be assessed.  If the order is not picked up within an additional five (5) days, then the Products will be returned to stock and additional fulfillment fees will be assessed.
      • d. Record keeping of all Products received into inventory and shipped to the ultimate customer.
      • e. At CLIENT’s request, arrange for the shipment of Products to CLIENT’s customers utilizing third-party carriers (each, a “Carrier”) based on delivery instructions provided by CLIENT. As between GEODIS and CLIENT, such shipping services shall be deemed complete once a Carrier takes physical possession of the Product to be shipped.
      • f. Additional services available at the specific request of the CLIENT and pursuant to the rates set forth on the “Rates” tab on the GEODIS website.
      • All Services will be performed in accordance with GEODIS’ policies and procedures. Key Performance Indicators are located at: https://elogistics.geodis.com/elogistics-kpis/
    4. Pricing. GEODIS will charge CLIENT pursuant to the pricing information published on GEODIS’s website located at: https://elogistics.geodis.com/pricing/. Changes to pricing shall become effective following ten (10) days advance written notice (email being acceptable).
    5. Payment.
      • a. Credit Check.  CLIENT consents to GEODIS performing a credit check at any point during or prior to the Term or any Renewal Term.
      • b. Security Deposit.  CLIENT will deposit funds (“Security Deposit”) with GEODIS.  The amount of the Security Deposit will be calculated by GEODIS and based upon CLIENT’s anticipated average monthly expense and GEODIS’s evaluation of CLIENT’s creditworthiness.  GEODIS reserves the right to increase the Security Deposit if CLIENT’s volumes materially increase or based upon an updated evaluation of CLIENT’s creditworthiness.
      • c. Payment.  An invoice will be sent to the email address associated with CLIENT’s account.  Invoices for Services are generated at the end of each weekly billing period.  CLIENT will pay the invoice within fifteen (15) days of the invoice date.  CLIENT may pay for Services via credit card (convenience fee will apply) or ACH payment (no additional cost).  In the event CLIENT disagrees in good faith with any charges included on an invoice (“Disputed Charges”), CLIENT may contest the Disputed Charges by sending an email within ten (10) days of the invoice date to elogistics@geodis.com with an explanation of the Disputed Charges and may suspend payment of only the Disputed Charges.  GEODIS and CLIENT will work together in good faith to resolve any Disputed Charges within sixty (60) days of the original invoice date.  All payments to GEODIS shall be exclusive of federal, state, local and foreign taxes, duties, tariffs, levies and similar assessments, if any, on the use of the Services hereunder, and CLIENT shall be responsible for the payment of all such charges.
      • d. Failure to Pay.  GEODIS may stop providing the Services if GEODIS does not receive all funds invoiced within fifteen (15) days of the invoice date.  Invoices paid after their due date are subject to a late fee of 1.5% per month, and any expenses related to collection and/or litigation, including reasonable attorneys’ fees, collection agency fees, and court costs.
      • e. Use of Third-Party Processor.  GEODIS uses a third-party processing company and does not store any payment information on GEODIS’ own servers. All of CLIENT’s payment information is stored with the third-party processing company.
      • f. General Lien.  GEODIS shall have a general and continuing lien on any and all property and documents relating thereto of CLIENT coming into GEODIS’s actual or constructive possession, custody or control or en route, which lien shall survive delivery, for all charges, expenses or advances owed to GEODIS with regard to the storage or shipment of Products against which the lien is asserted or with regard to any prior storage or shipment of Products. If such claim remains unsatisfied for 30 days after demand for its payment is made, GEODIS may sell at public auction or private sale, upon 10 days written notice, registered mail to CLIENT, the property or so much as may be necessary to satisfy such lien and the costs of recovery and apply the net proceeds of such sale to the payment of the amount due GEODIS. Any surplus from such sale shall be transmitted to CLIENT, and CLIENT shall be liable for any deficiency in the sale. In order to protect its lien rights, GEODIS reserves the right to require advance payment of all charges prior to shipment or release of Products.
    6. Insurance. GEODIS will maintain Warehouseman’s Legal Liability insurance covering GEODIS’ liability for loss or damage to Products resulting from GEODIS’ negligence, with a limit of $250,000 per occurrence and per year. CLIENT acknowledges that GEODIS will not carry all risk insurance and that it is the CLIENT’s responsibility to maintain insurance on the value of the inventory at all times.
    7. Liability.
      • a. Reasonably Prudent Warehouseman. GEODIS shall not be liable for any loss or damage to Products stored, however, caused, unless such loss or damage resulted from the failure by GEODIS to exercise such care in regard to them as a reasonably prudent warehouseman would exercise under like circumstances. GEODIS shall have no liability for loss of or damage to Products occurring In Transit. GEODIS makes no guarantees as to delivery times and shall not be liable for shipping delays. “In Transit” means the time commencing when a Product is physically placed in a Carrier’s possession at the Warehouse and ending when the Carrier delivers the Product to CLIENT’s designated consignee.
      • b. Shrinkage Allowance.  GEODIS shall be entitled to a shrinkage allowance that will offset any liability for inventory shortage or unexplained or mysterious disappearance of Products while stored in the Warehouse.  CLIENT agrees to a 0.25% shrinkage allowance, based on the value of all Products stored in the Warehouse for a period of one (1) year (determined by the manufactured cost, plus incoming freight charges and applicable taxes, without mark-up, less applicable manufacturers’ allowances, discounts, credits, rebates, reductions for non-conforming goods and similar deductions (the “Landed Cost”) of all Products stored in the Warehouse during the year).  Shrinkage is measured as the inventory reflected in the WMS against cycle count inventory.  The shrinkage allowance will be applied against the net results of the physical inventory and cycle count adjustments.
      • c. Damage to Product Stored in the Warehouse.  Notwithstanding anything contained herein to the contrary, CLIENT declares that damages under the Agreement for loss or damage to Product while stored in the Warehouse in excess of the shrinkage allowance (as described in subsection (b), above) and resulting from GEODIS’ failure to exercise reasonable care as described in subsection (a) above is limited to the lesser of (i) CLIENT’s actual damages based on Landed Costs or (ii) TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) in the aggregate.
      • d. Demurrage and Detention.  CLIENT assumes all liability for demurrage or detention charges or delays in unloading inbound trailers or other containers, or delays in obtaining and loading cars, trailers or other containers for outbound shipment.  In the event GEODIS, for the convenience of CLIENT and carriers, permits carriers to drop or park trailers or containers on the Warehouse yard, GEODIS shall not be liable for loss or damage to Product, trailers or containers occurring while the trailers or containers are on the Warehouse yard; provided, however, that such limitation shall not apply in the event of GEODIS’ willful misconduct or gross negligence.
      • e. NO CONSEQUENTIAL DAMAGES.  EVEN IF CERTAIN PROVISIONS COULD BE CONSTRUED TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, RELIANCE, OR SIMILAR DAMAGES, LOSSES OR EXPENSES, LOST PROFITS, CHARGEBACKS, SAVINGS, COMPETITIVE ADVANTAGE, GOODWILL, OR THE INTERRUPTION OF THE OTHER PARTY’S BUSINESS, UNDER OR IN CONNECTION WITH THE AGREEMENT, EVEN IF THE FOREGOING ARE DEEMED DIRECT DAMAGES OR IF SUCH PARTY HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE. EXCEPT WITH RESPECT TO CLAIMS FOR DAMAGE OR LOSS OF PRODUCTS, GEODIS’ LIABILITY TO CLIENT OR TO ANY THIRD PARTY (WHETHER STATUTORY OR COMMON LAW AND WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BAILMENT, FIDUCIARY RELATIONSHIP, EQUITY, OR OTHERWISE) UNDER OR IN ANY MANNER RELATED TO THIS AGREEMENT SHALL NOT IN THE AGGREGATE EXCEED THE LESSER OF (I) THE PRIOR THREE (3) MONTHS OF REVENUE, OR (II) TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000).
    8. Taxes. CLIENT will either pay directly all taxes, licenses, charges, and assessments levied by a government authority upon the Products and Services or reimburse GEODIS if GEODIS pays amounts owed by CLIENT. GEODIS assumes full responsibility for the payment of all federal and state social security and unemployment compensation taxes, withholding taxes, and all other taxes or charges applicable to GEODIS’ employees performing Services hereunder.
    9. Notice of Claim and Filing Suit. Claims for Products loss or damage must be presented in writing to GEODIS within: (i) ninety (90) days after delivery of the Products by GEODIS for Products shipped from the Warehouse, and (ii) ninety (90) days after CLIENT is notified by GEODIS that loss or damage to Products has occurred in the Warehouse. Each claim must contain information necessary to identify the Products affected, the basis for liability, and the amount of the alleged loss or damage, as well as all appropriate supporting documentation.  CLIENT must ensure that the Products are made available for inspection by GEODIS or provide sufficient photographic evidence of damage.  No lawsuit or other action may be maintained by the CLIENT or others against GEODIS for loss or damage to the Products unless a timely written claim has been given as provided in this section and unless such lawsuit or other action is commenced no later than twelve (12) months from the event giving rise to the claim.
    10. Indemnification.
      • a. GEODIS will defend, indemnify, and hold harmless CLIENT and CLIENT’s officers, directors, employees, and agents against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including reasonable attorney’s fees) arising from or related to: (a) GEODIS’ non-compliance with applicable laws; or (b) personal injury, death, property damage or property loss sustained by any person, to the extent arising out of or resulting directly from the willful or negligent acts or omissions of GEODIS in the performance of Services hereunder.
      • b. CLIENT will defend, indemnify, and hold harmless GEODIS, and GEODIS’ officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including reasonable attorney’s fees) arising from or related to (a) CLIENT’s non-compliance with applicable laws; (b) CLIENT’s Products, including the offer, sale, refund, cancellation, return, or adjustments thereof, or any actual or alleged infringement of any intellectual property rights by any of the foregoing; (c) personal injury, death, property damage or property loss sustained by any person, except to the extent caused by the willful or negligent acts or omissions of GEODIS; (d) CLIENT’s taxes and duties or the collection, payment, or failure to collect or such taxes or duties, or the failure to meet tax registration obligations or duties; or (e) CLIENT’s breach of any representations CLIENT has made.
    11. Independent Contractor Status. In the performance of the Services hereunder, GEODIS is an independent contractor for all purposes.
    12. Confidentiality and Personal Information.
      • a. “Confidential Information” means all information of a Party (the “Disclosing Party”), which is not generally known to the public, that is communicated to, learned, developed, accessed or otherwise acquired by the other Party, its employees, agents, and representatives (the “Receiving Party”) (a) in the performance of the Services, or (b) through any form of written, verbal or electronic communication where the Receiving Party knows or should reasonably know (e.g. due to the circumstances surrounding the information’s disclosure or due to the character or nature of the information) that such information is confidential.  Confidential Information includes but is not limited to trade secrets, methodologies, financial data (including costs and price data), Personal Information, records, projections, sales and marketing data, technical processes, product designs or other information regarding business operations, vendors, customers or computer systems, including software licensed from third parties and any protective software installed on interoperative devices, whether such data is in individual or aggregate form, and regardless of the media in which it is contained.
      • b. “Personal Information” means any information (irrespective of media or format) about any person who becomes subject in relation to the Services performed under this Agreement that GEODIS processes relative to this Agreement.  Personal Information includes, without limitation names, profiles, addresses, telephone numbers, email addresses, social-security numbers, credit-card numbers, geo-location information, account information, credit information, demographic information, anonymous or pseudonymous identifiers (such as cookies and UIDs), information concerning behaviors and characteristics, or information concerning associations of any type, households, friends, and families.
      • c. Use of Confidential Information. Each Party may receive Confidential Information. Each Party agrees that for the term of the Agreement and three (3) years after termination: (a) such Confidential Information will remain the exclusive property of the Disclosing Party; (b) the Receiving Party will use Confidential Information only as is reasonably necessary and pursuant to the terms of this Agreement; (c) the Receiving Party will not otherwise disclose Confidential Information to any other person except as required to comply with the Law; (d) the Receiving Party will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) the Disclosing Party will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill statutory obligations. Nothing herein shall restrict a Party from sharing Confidential Information with a governmental entity that has jurisdiction over such Party, provided that the Receiving Party limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. Neither Party may issue any press releases or make any public statement related to the Services, or use the other Party’s name, trademarks, or logo, in any way (including in promotional material) without the advanced written permission of such Party.
      • d. Exceptions.  Notwithstanding anything to the contrary contained herein, the provisions of this Section 12 do not cover information which:  (a) is authorized to be disclosed by Disclosing Party in writing; (b) is in the public domain generally or becomes generally known through no fault of the Receiving Party; (c) is rightfully known to the Receiving Party without an obligation of confidence prior to disclosure hereunder; (d) is lawfully obtained without an obligation of confidence by the Receiving Party from a third party whose disclosure does not violate an obligation of confidence; (e) is required by law or regulation to be disclosed, but only to the extent and for the purposes of such required disclosure; or (f) is disclosed in response to a valid order of a court or other governmental body of the United States or any of its political subdivisions, but only to the extent and for the purpose of such order.  If any disclosure is required under (e) or (f) above, the Receiving Party shall notify the Disclosing Party ordered to disclose as is reasonable under the circumstances to afford the Disclosing Party a reasonable opportunity to resist the disclosure.  CLIENT will not supply GEODIS with any Personal Information of a citizen of a country within the European Union.
    13. Password. CLIENT is solely responsible for maintaining the security of its password. CLIENT will not disclose its password to any third party (other than third parties authorized by CLIENT to use its account in accordance with this Agreement) and CLIENT is solely responsible for any use of or action taken under CLIENT’s password.
    14. Compliance with Laws. GEODIS will comply with all requirements of applicable federal, state and local laws, rules and regulations. CLIENT will comply with all requirements of applicable federal, state and local laws, rules and regulations.  CLIENT represents that all Products are in compliance with applicable law and will not tender to GEODIS any Products destined to a denied party, sanctioned or embargoed country, or denied address as established by applicable law.  CLIENT is responsible for supplying GEODIS with all compliance or regulatory information related to the storage and handling of the Products and CLIENT shall comply with all such requirements of applicable laws and regulations.
    15. Hazardous Materials. CLIENT represents and warrants that none of the Products constitute or contain Hazardous Materials.  For purposes of this Agreement, the term “Hazardous Materials” shall include:
      • a. Hazardous Materials as defined within 49 C.F.R. Parts 105 through 180;
      • b. Hazardous Substances, as defined in 42 U.S.C. Section 9601;
      • c. Hazardous Materials as defined within US Postal Service Publication 52;
      • d. Dangerous Goods as defined by any other federal, state or local statute, ordinance or international regulation including publications for air shipments within International Air Transport Association (“IATA“) or ocean/sea shipments within International Maritime Dangerous Goods Code (“IMDG“).
    16. Dispute Resolution. Except with respect to CLIENT’s failure to timely pay undisputed invoices, the Parties shall attempt in good faith to resolve any dispute arising out of or relating to the Agreement promptly by negotiation between executives who have authority to settle the controversy.  Any disputing Party must give the other Party written notice of any dispute not resolved in the normal course of business. Within fifteen (15) days of delivery of the notice, the receiving Party shall submit to the other a written response. The notice and the response shall include a statement of each Party’s position and a summary of arguments supporting that position and the name and title of the executive who will represent that Party and any other person who will accompany that executive. Within thirty (30) days after delivery of the Receiving Party’s response, the executives of both Parties shall meet at a mutually acceptable time and place, physically or via phone, and, thereafter, as often as they deem reasonably necessary to attempt to resolve the dispute. All negotiations pursuant to this Section 16 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.  If the dispute has not been resolved by negotiation, then the disputing Party may file suit in accordance with Section 17 of this Agreement. No action, regardless of form, arising out of this Agreement may be brought by either Party more than one (1) year after the cause of action has occurred.
    17. Governing Law and Venue. This Agreement and all claims or disputes between the Parties shall be governed by the laws of Tennessee without regard to its conflicts of law provisions. All claims, lawsuits, causes of action and disputes between the Parties shall be exclusively brought in the State or Federal Court located in Nashville, Tennessee. The Parties submit to the exclusive personal jurisdiction and venue of these courts. The substantially prevailing Party in any dispute or litigation shall have the right to collect from the non-prevailing Party any reasonable costs and/or attorneys’ fees incurred in enforcing this Agreement.
    18. No Waiver. Failure or delay to exercise a right or power under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.
    19. Severability. If any provision of the Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Agreement will remain in full force and effect and the Parties shall take any actions necessary to render the remaining provisions of the Agreement valid and enforceable to the fullest extent permitted by law and, to the extent necessary, shall amend or otherwise modify the Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties.
    20. Notices. Except as otherwise set forth herein, notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the other Party at its address designated from time to time. Notices to CLIENT will be delivered to the CLIENT by email associated with the CLIENT’s account, personal delivery, nationally recognized overnight courier or certified or registered mail to the address listed in the CLIENT’s account. Notice to GEODIS must be sent by personal delivery, nationally recognized overnight courier or certified or registered mail to: GEODIS Logistics, LLC, Attention: General Counsel, 7101 Executive Center Drive, Suite 333, Brentwood, TN 37027.
    21. Force Majeure. GEODIS will not be liable for any delay or failure to perform any of its obligations under this Agreement by reasons, events or other matters beyond GEODIS’ reasonable control including, but without limiting the generality of the foregoing: acts of God, or of the public enemy; fire or explosion; flood; actions of the elements; war; acts of terrorism; cyber-attacks; riots; embargoes; pandemics; quarantine; strikes; lockouts; disputes with workmen or other labor disturbances or labor shortages (from whatever cause arising, and whether or not the demands are reasonable or within GEODIS’ power to grant); total or partial failure of transportation, delivery facilities, or supplies; or acts or requests of any governmental authority.
    22. Amendment. GEODIS may change or revise this Agreement, including the pricing and any other Exhibit hereto, at GEODIS’ discretion. If any change or revision to this Agreement is not acceptable to CLIENT, CLIENT must stop using the Services and send a cancellation email to elogistics@geodis.com. If CLIENT continues to use the Services, CLIENT will be deemed to have agreed to the changes and CLIENT will be bound by the changed or revised terms. GEODIS will provide at least ten (10) days prior notice of the change either by emailing the email address associated with CLIENT’s account or by posting a notice at elogistics.geodis.com (“Notice”). The most current version of this Agreement may be viewed on the GEODIS website.
    23. Authority to Contract. Each Party represents to the other that such Party has the legal authority to enter this Agreement. When arranging transportation services, GEODIS operates as a property broker under docket number MC-151786.
    24. Entire Agreement. This Agreement represents the entire agreement between the Parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
    25. Survival. Despite expiration or termination of the Agreement for any reason, all provisions in the Agreement containing representations, warranties, payment obligations, releases, defense obligations and indemnities, and all provisions relating to Confidential Information, construction and interpretation of the Agreement, employee solicitation, employment matters, intellectual property, insurance, disclaimer of certain remedies and damages, limitations of liability, dispute resolution and governing law, and all causes of action which arose prior to expiration or termination, shall survive until, by their respective terms, they are no longer operative or are otherwise limited by an applicable statute or contractual period of limitation.