Credit Application Terms and Conditions

These terms and conditions of service constitute a legally binding contract between ”Neon” and the “Customer” and shall apply, as may be amended from time to time, to all transactions by Customer with or through Neon. 

1. Definitions. 

(a) "Neon" shall mean Neon Logistics, LLC as well as its respective subsidiaries, related companies, agents and/or representatives; 

(b) "Customer" shall mean the person for which Neon is rendering service, as well as its agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper's agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives; 

(c) "Documentation" shall mean all information received directly or indirectly from Customer, whether in paper or electronic form; 

(d) "Third Parties" shall include, but not be limited to, the following: motor carriers, air carriers, vessel operators, freight forwarders, indirect air carriers, ocean transportation intermediaries, customs brokers, agents, warehousemen and other vendors to which the freight is entrusted for transportation, cartage, consolidation handling and/or delivery and/or storage or otherwise. 

2. Scope of Services. 

Neon acts as a shipper’s-agent and/or property broker to arrange transportation and ancillary services. For purposes of services performed under these terms and conditions, Neon is not a carrier or indirect carrier of any type and does not perform services as a “freight forwarder” as that terms is defined at 49 USC § 13102(8) or any successor statute. These terms and conditions of service do not comprise a contract for carriage and Neon is not obligated to issue waybills or bills of lading. 

3. Engaged Third Parties and Liability of Third Parties. 

(a) Customer authorizes Neon to select and engage Third Parties on Customer’s behalf pursuant to the contractual terms of such Third Parties and/or pursuant to the contractual terms entered by Neon with such Third Parties on Customer’s behalf, to which Customer will be bound in all instances. Customer may request from Neon the relevant contractual terms pursuant to which Third Parties are or may be engaged on their behalf and Neon shall disclose the same, to the extent Neon is not otherwise contractually bound. 

(b) Third Parties to whom freight is entrusted limit their liability pursuant to contractual terms and/or applicable law. In accordance with industry standards, the liability of Third Parties is typically limited to a nominal sum. Third Parties may assume greater liability if a value is declared in advance of shipment for the purpose of increased liability. In the absence of Customer declaring a value for increased liability, or if Third Parties refuse declared value for liability, Third Parties will perform services subject to liability limitations inuring to their benefit under applicable law and/or contractual terms, which will apply to the transportation of Customer’s freight and to which Customer will be bound. 

(c) Customer is hereby given notice that the time-for-claim and time-for-suit against Third Parties is limited pursuant to contractual terms and/or applicable law; Customer should make written exception at time of delivery and/or make written claim against responsible Third Parties immediately upon discovery of any facts which could give rise to a claim in order to preserve rights against responsible Third Parties. 

4. Insurance for Freight. 

While Neon, in most instances, does require that Third Parties maintain liability insurance, rather than attempting to effect recovery against Third Parties under liability terms, Neon recommends that Customer independently insure its freight. Any and all insurance coverage by Third Parties shall be subject to the insurance policy’s insuring terms and conditions which will inherently include coverage restrictions, limitations and exclusions; Neon makes no warranty or representations of insuring terms and conditions. Customer may request that Neon obtain from Third Parties, and provide to Customer, a copy of the insuring terms and conditions which are or may be applicable to Customer’s freight. 

5. Neon’s liability; Dispute Resolution.

 (a) As a shipper’s-agent in making transportation arrangements and providing ancillary services, Neon has no carriage liability and is only liable for its independent negligence, errors and omissions for which it limits its liability to the lesser of $50 USD per shipment or transaction in accordance with industry standards. 

(b) In no event shall Neon be liable or responsible for any special, incidental or consequential damages. 

(c) In no event shall Neon be liable or responsible for damages attributable to circumstances of Force Majeure. For purposes of these Terms and Conditions, Force Majeure includes, but is not limited to, Acts of God, acts of public enemies, cyber criminals, laws and regulations, restraints of government, network outages, pandemics, and/or any other causes of any type that are not reasonably within the control of Neon and that could not have been overcome by the exercise of ordinary diligence. Neon shall notify Customer with reasonable promptness of the existence of any such Force Majeure and the probable duration thereof and shall provide Customer from time to time with correct information concerning same. 

(d) Neon assumes no responsibility or liability for any action(s), inaction(s), error(s) and/or omission(s) of Third Parties or their agents, and shall not be liable for any delay or loss of any kind, which occurs while Customer’s freight is in the custody or control of a Third Party or the agent of a Third Party; all such claims shall be brought solely against the Third Party or its agents. In connection with any Customer claim against a Third Party or its agent, Neon shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by Neon in cooperating. 

(e) In the event of a dispute between Customer and Neon, Customer agrees it will be resolved under Arizona and U.S. law by binding arbitration in Maricopa County, Arizona pursuant to the Commercial Rules of the American Arbitration Association, by a panel of three arbitrators each with a transportation and logistics background appointed in accordance with those rules. As such, both Customer and Neon waive the right to have a trial by jury. Arbitrations will take place on an individual basis; class, mass, consolidated or combined actions or arbitrations or proceeding as a private attorney general are not permitted. Customer must make written claim against Neon within ten (10) days of the transaction initiation date and Customer must make written demand to Neon for arbitration within one year of the transaction initiation date, or Customer’s claim shall otherwise be waived. 

6. Quotations Not Binding. 

Quotations as to fees, rates and/or charges given by Neon to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding until the transaction is confirmed. 

7. Reliance on Information Furnished. 

In accepting data from Customer and submitting that Data to Third Parties, Neon relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer warrants the correctness of all such information and shall indemnify and hold Neon harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer's failure to disclose information or any incorrect or false statement by the Customer upon which Neon reasonably relied. The Customer has an affirmative non-delegable duty to disclose any and all information required to transport, import, export and/or enter the freight. Inaccurate or incomplete dimensions and/or weight information provided by Customer may result in additional charges to Customer. Customer shall be liable for all consequences of inaccurate or incomplete dimensions and/or weight information, which may include damages and/or penalties. 

8. Indemnification/Hold Harmless. 

The Customer agrees to indemnify, defend, and hold Neon harmless from any claims and/or liability arising from the importation or exportation of Customer’s merchandise and/or any conduct of the Customer, which violates any Federal, State, Local and/or other laws, and further agrees to indemnify and hold Neon harmless against any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to reasonable attorney’s fees, which Neon may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against Neon, it shall give notice in writing to the Customer by mail at its address on file with Neon. 

9. Inspection Consent. 

Freight tendered for transportation may be subject to security controls by Third Parties and government officials. The Customer expressly consents to searches, inspections, and/or screenings of all freight in accordance with applicable Third Parties protocols, government security controls, security initiatives, and administrative regulations, including, but not limited to, the regulations of the U.S. Transportation and Security Administration. 

10. General Lien and Right to Sell Customer's Property. 

Neon shall have a general and continuing lien on any and all claim payments by third parties to Customer and on any and all property of Customer coming into Neon's actual or constructive possession or control for monies owed to Neon with regard to the freight on which the lien is claimed, a prior shipment(s) of freight and/or both. Neon shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any on-going storage or other charges; Customer shall notify all parties having an interest in its freight of Neon's rights and/or the exercise of such lien. Unless, within thirty days of receiving notice of lien, Customer posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due, in favor of Neon, guaranteeing payment of the monies owed, plus all storage charges accrued or to be accrued, Neon shall have the right to sell such freight at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Customer. 

11. No Duty to Maintain Records for Customer. 

Customer acknowledges that Neon shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a "recordkeeper" or "recordkeeping agent" for Customer. 

12. No Modification or Amendment Unless Written; Terms and Conditions Subject to Change. 

These terms and conditions of service may be modified or amended by Neon with notice provided to Customer of modifications or amendments as the same occur. 

13. Limited Power of Attorney. 

Customer, as principal, does hereby appoint Neon as its true and lawful power of attorney with full authority to serve in its place and stead for the following specific and limited purposes only: giving and granting Neon full power and authority to do and perform all and every act and thing necessary to be done to carry out Neon’s obligations as broker or shipper’s-agent. 

14. Customer Credit and Compensation of Neon. 

(a) Upon approved credit, payment terms to Neon are net 30 days from invoice date. Customer, shippers, consignees and bill-to parties are jointly and severally liable for Neon’s charges. Neon’s charges may be reversed to the responsible parties if a shipment of freight is refused or payment is not made by the original bill-to party. 

(b) The charges and compensation of Neon for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by Neon to transport and deal with the freight and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by Neon from carriers and others in connection with the shipment of freight. Customer may request from Neon a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges and Neon shall disclose the same, to the extent Neon is not otherwise contractually bound. 

(c) It shall be a condition precedent of liability of Neon and/or Third Parties to Customer for any claim, however arising, that Customer pay Neon any and all charges owing Company relating to the claimed transaction, a prior transaction, subsequent transaction or any combination thereof. 

(d) Neon shall be entitled to a late fee of 1.0% per month (12% per annum). In any referral for collection or action against the Customer for monies due Neon, upon recovery by Neon, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee. 

15. Credit References. Customer expressly grants Neon permission to utilize the reference information provided in this Credit Application to seek information of such references regarding the creditworthiness of Company, which information sought may include, but not be limited to the duration of Customer’s relationship with the reference, the history of credit transactions between Customer and reference, the maximum credit extended, and the general payment experience of reference with regards to Customer. Such permission shall be ongoing, allowing Neon permission to seek such information on more than one occasion, as circumstances necessitate.

16. Severability. In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in full force and effect