Terms & Conditions
for STXVC, Corp. DBA Distrubi
Effective Date: December 09, 2024
1. Agreement to Terms
These Terms and Conditions apply to all services provided by STXVC, Corp. DBA Distrubi, its subsidiaries, and affiliates, including services provided around the world (collectively, the "Services"). These Terms and Conditions shall govern all quotations, acceptances, and resulting contracts between Distrubi and its customers or service providers. The Customer or Service Provider agrees to these terms by using any of Distrubi's services.
2. Definitions
As used in the following terms and conditions of this agreement:
- Distrubi, We, Our, or Company refers to STXVC, Corp. DBA Distrubi.
- Distrubi Parties means Distrubi and its subsidiaries, affiliates, partners, service providers, contractors, employees, agents, officers, directors, and any other party involved in Distrubi's operations, whether directly or indirectly.
- Customer, Service Provider, You, or Your refers to any person or entity at whose request, for whose benefit, or on whose behalf Distrubi provides any Service. This includes, but is not limited to, the owner of the goods, shipper, consignee, transferee, and any agent or broker acting on behalf of such person or entity.
- Carrier means any motor carrier, including its drivers and independent owner-operators, any rail carrier or rail transportation service provider, any intermodal equipment provider, any ocean or air carrier, or any other entity that transports goods.
- Goods and Cargo mean the cargo or goods for which Distrubi facilitates connections between shippers and carriers.
- Trailer means a container and chassis or a trailer used for the rail, highway, or ocean transportation of Goods.
- Documentation means all information received directly or indirectly from the Customer or Service Provider, whether in paper or electronic form.
- Third parties include, but are not limited to, carriers, truckmen, cartmen, lightermen, forwarders, customs brokers, agents, warehousemen, and others to which the goods are entrusted for transportation, cartage, handling, and/or delivery and/or storage.
3. Distrubi Duty
Distrubi does not guarantee a fixed time of delivery, dates of arrival, or departure. Any indication of a time or date for delivery is an approximation and shall not be binding upon Distrubi.
Distrubi is a platform that facilitates connections between shippers and carriers but does not transport or deliver shipments. Distrubi is not a freight broker, freight forwarder, customs broker, or motor carrier. Distrubi does not arrange transportation for compensation and does not act as an intermediary or broker in any transportation transaction.
Any fees charged by Distrubi are for the use of the platform and communication services, not for arranging or providing transportation services.
4. Indemnification
Customers and Service Providers shall defend, indemnify, and hold harmless the Distrubi Parties from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorney's fees and court costs) arising from or related to: (a) their use of the Services; (b) breach of these Terms and Conditions; (c) any act, omission, negligence, or willful misconduct of the Customer or Service Provider; (d) claims of alleged negligence or warranty by third parties; (e) any damage to property, goods, cargo, equipment, trailers, or any other items; or (f) any injury to persons arising in connection with the Services.
5. Assumption of Risk and Release of Liability
5.1 Assumption of Risk. By using any Services provided by Distrubi, including but not limited to crossdock services, freight forwarding, customs brokerage, warehousing, storage, rework, repalletization, inspection, transload, and any other logistics services, the Customer or Service Provider acknowledges and voluntarily assumes all risks associated with such Services. This includes, without limitation, risks of loss, damage, theft, destruction, deterioration, delay, temperature exposure, handling damage, and any other risks inherent in the transportation, storage, and handling of goods.
5.2 Release of Liability. To the fullest extent permitted by law, the Customer or Service Provider hereby releases, discharges, and holds harmless the Distrubi Parties from any and all claims, demands, actions, causes of action, liabilities, damages, costs, and expenses (including attorney's fees) arising from or related to any loss, damage, injury, deterioration, spoilage, theft, or destruction of any merchandise, goods, cargo, trailers, containers, equipment, vehicles, or any other property in connection with the Services, regardless of the cause, including but not limited to negligence (whether ordinary or gross), breach of contract, breach of warranty, strict liability, or any other legal theory.
5.3 Waiver of Claims. The Customer or Service Provider waives any and all claims against the Distrubi Parties for any loss, damage, delay, or injury to goods, property, or persons arising from or related to the Services, except to the extent caused by the willful misconduct of a senior officer of Distrubi acting within the scope of their employment.
5.4 No Insurance Provided. Distrubi does not provide insurance coverage for any goods, cargo, equipment, or property. The Customer or Service Provider is solely responsible for procuring and maintaining adequate insurance coverage for all merchandise, goods, cargo, trailers, equipment, and other property.
7. No Duty To Provide Licensing Authority
Distrubi shall not be responsible for determining licensing authority or obtaining any license or other authority pertaining to any transaction.
8. Preparation and Issuance of Bills of Lading
Where Distrubi facilitates the preparation and/or issuance of a bill of lading, Distrubi shall be under no obligation to specify the number of pieces, packages, and/or cartons. Distrubi shall rely upon the description, quantity, condition, and weight as provided by the Customer or Service Provider.
9. Relationship of Parties
Your use of any of the Services offered by Distrubi does not create, and shall not be deemed or interpreted as creating, any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Distrubi.
10. Insurance
Customers and service providers agree to procure and maintain at their own expense, at all times during the term of the service provided by Distrubi, the following insurance coverage amounts:
They shall maintain in full force and effect, policies of insurance, or qualified self-insurance to cover the following: Comprehensive general or commercial liability, including coverage for (1) contractual liability, (2) premises operations, (3) products and completed operations, (4) broad form property damage, and (5) personal injury liability.
Following the issuance of any such policy through their insurance underwriter, Distrubi will have no duty regarding cargo insurance and no liability for loss of, delay of, or damage to the Goods during transit or storage.
11. Reliance on Documentation
Customers and Service Providers acknowledge that they are required to review all documents and declarations prepared and/or filed with U.S. Customs & Border Protection, other Government Agency and/or carriers for conformity with law and accuracy of all information.
In facilitating the preparation and submission of customs entries, export declarations, applications, security filings, documentation, delivery orders, and/or other required data, Distrubi relies on the accuracy and completeness of all information provided by the Customer or Service Provider.
They acknowledge that they are required to provide verified weights obtained on calibrated, certified equipment of all cargo that is to be tendered to steamship lines and represent that Distrubi is entitled to rely upon the Customer's or Service Provider's verified weights.
It is their responsibility to know and comply with all licensing, classification, valuation, marking, and other Governmental Authority requirements, and all laws, regulations, and rules of any Governmental Authority or other regulatory agency.
They acknowledge that they are required to advise Distrubi in advance of their intention to tender hazardous material goods and that they will otherwise comply with all federal and international hazardous material regulations.
12. Right to Detention and Lien
Distrubi shall have a lien on the shipment for all sums due relating to the shipment or any other amounts owed by the Customer or Service Provider. They authorize Distrubi to advise third parties of any lien claimed by Distrubi.
All Goods (and documents relating to Goods) will be subject to a particular and general lien and right of detention for monies owing either in respect of such Goods, or for any particular or general balance or other monies due from the Customer or Service Provider to Distrubi.
13. Limitations of Distrubi Liability
13.1 No Warranties. Distrubi makes no express or implied warranties in connection with its services, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
13.2 Limitation of Damages. In no event shall the Distrubi Parties be held liable or responsible for any direct, consequential, indirect, incidental, statutory, special, or punitive damages (including but not limited to loss of profit, loss of revenue, loss of business, loss of use, or any other economic loss), even if Distrubi has been advised of the possibility of such damages.
13.3 Third Party Selection. Distrubi may select third parties, or in selecting the means, route, and procedure to be followed in the handling, transportation, clearance, and delivery of the shipment. Advice by Distrubi that a particular carrier or service provider may be available is not a warranty, guarantee, or recommendation. The Distrubi Parties shall not be liable for any acts, omissions, errors, negligence, or failures of any third parties, including but not limited to carriers, warehousemen, customs brokers, forwarders, or other service providers.
13.4 Maximum Liability. Notwithstanding any other provision herein, the maximum aggregate liability of the Distrubi Parties for any claim or claims arising out of or related to the Services shall in no event exceed the fees actually paid by the Customer or Service Provider to Distrubi for the specific transaction giving rise to the claim.
14. Cargo Loading and Securement
The Customer or Service Provider is responsible for ensuring that Goods are properly and safely packaged and loaded. If Carrier is not allowed on the dock during loading, they are responsible for ensuring the Goods are properly secured for transit.
They must reject any equipment that is not in apparent suitable condition to protect and preserve the Goods during transportation. Their failure to fulfill the obligations under this section will be considered a breach of this agreement.
None of the provisions in these Terms and Conditions in any way limit their obligation to mitigate damages, including by salvaging all portions of a shipment for which there is a secondary market.
15. Mexico Loss and Damage
Distrubi and Carrier shall not be liable for cargo loss, damage, or delay occurring in Mexico. Loss or damage to cargo being shipped to or from Mexico shall be presumed to have occurred within Mexico absent clear and convincing evidence to the contrary.
16. Warehouse, Crossdock, Rework, and Storage Services
16.1 Scope. This section applies to all warehouse, crossdock, transload, rework, repalletization, inspection, storage, and any other handling services provided by Distrubi or its partners, affiliates, contractors, or service providers (collectively, "Handling Services").
16.2 Right to Adjust Rates. Distrubi reserves the right to adjust rates and pricing at any time without prior notice. Quoted estimates are subject to change based on actual service requirements, cargo condition, complexity, or other factors determined at Distrubi's sole discretion. Final charges will be determined upon completion of services. Any additional work required during the course of Handling Services, including but not limited to broken pallets, damaged packaging, or re-wrapping, will be billed to the Customer at prevailing rates.
16.3 Right to Refuse Service. Distrubi reserves the right to refuse, reject, or decline any freight, cargo, shipment, or service request for any reason at its sole discretion, without obligation to provide an explanation. This includes, but is not limited to, freight that Distrubi deems unsafe, improperly packaged, hazardous, overweight, oversized, or otherwise unsuitable for handling.
16.4 No Liability for Customer Property. The Distrubi Parties assume no liability whatsoever for any loss, damage, theft, destruction, deterioration, or any other harm to any merchandise, goods, cargo, equipment, vehicles, trucks, trailers, containers, pallets, packaging, or any other property belonging to, shipped by, or in the custody of the Customer or Service Provider while on any premises operated by or affiliated with Distrubi, or in connection with any Handling Services provided. Customers and Service Providers use Distrubi's facilities and services entirely at their own risk. This limitation applies regardless of the cause of loss or damage, including but not limited to negligence (whether ordinary or gross), fire, flood, natural disaster, theft, vandalism, equipment failure, employee error, or any other cause whatsoever.
16.5 Temperature-Controlled Goods Disclaimer. Unless expressly agreed in writing and confirmed by Distrubi, all Handling Services are performed in standard dry dock or warehouse facilities that are NOT temperature-controlled. The Distrubi Parties shall not be liable for any temperature-related damage, spoilage, deterioration, or any other harm to temperature-sensitive goods, including but not limited to frozen, refrigerated, or perishable items. By requesting Handling Services for temperature-sensitive goods, the Customer or Service Provider acknowledges and accepts full responsibility for evaluating and assuming all risks related to temperature exposure during unloading, handling, storage, reloading, and any other activities. This disclaimer applies even if the duration of exposure is brief.
16.6 Rework and Inspection Services. During rework, repalletization, inspection, or similar Handling Services, pallets may break, pallet wrap may tear, and merchandise may be subject to handling that could result in damage. The Customer or Service Provider accepts these inherent risks and agrees that the Distrubi Parties shall not be liable for any such damage. Any additional rework, re-wrapping, or remediation required as a result of handling will be charged to the Customer at prevailing rates, and such charges must be paid before the shipment or driver may depart.
16.7 Insurance Responsibility. Customers and Service Providers are solely responsible for maintaining adequate insurance coverage for their merchandise, goods, cargo, vehicles, trailers, and equipment. Distrubi strongly recommends that all customers maintain comprehensive cargo, property, and liability insurance sufficient to cover all potential losses. The Customer or Service Provider shall indemnify and hold harmless the Distrubi Parties from any claims, losses, or damages arising from inadequate insurance coverage.
16.8 Payment Before Release. Payment of all charges is due before any merchandise, cargo, trailer, or equipment is released from Distrubi's premises. Distrubi retains the right to hold goods and equipment until all outstanding charges have been paid in full.
17. Payment of Services to Distrubi
Payment terms shall be as agreed upon between Distrubi and the Customer or Service Provider. Unless otherwise agreed, payment is due upon receipt of invoice. Late payments may be subject to interest charges and collection costs.
18. Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts located in Texas.
19. Severability
If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
20. Modifications
Distrubi reserves the right to modify these Terms and Conditions at any time. Any modifications will be effective immediately upon posting on our website. Your continued use of the Services after any modifications constitutes your acceptance of the modified Terms and Conditions.
21. Contact Information
If you have any questions about these Terms and Conditions, please contact us at:
STXVC, Corp. DBA Distrubi
Laredo, TX
Phone: 512-866-1690
Email: projects@distrubi.com