Shipper Terms of Service
Terms governing AVORIX Shipper TMS, Marketplace, and business vehicle transportation services.
1. Agreement and Acceptance
These Shipper Terms of Service govern Business Accounts using AVORIX Shipper TMS, AVORIX Marketplace, and related vehicle transportation services. They supplement the general Terms & Conditions and Privacy Policy. If these Shipper Terms conflict with the general Terms concerning a Shipper TMS transportation transaction, these Shipper Terms control for that transaction, subject to Section 28.The Services are available to dealers, dealer groups, fleets, OEMs, auctions, remarketers and other business shippers. By registering for Shipper TMS, electronically accepting these Terms, confirming a Shipment or otherwise using the Shipper Services, you agree to these Terms on behalf of the company you represent and represent that you have authority to bind that company.Electronic acceptance and signatures may create a binding agreement to the extent permitted by applicable law. Actions taken by Authorized Users within their assigned permissions may bind the Business Account, including creating Shipments, confirming prices, accepting revised transportation prices and managing transportation.General Terms & Conditions · Privacy Policy
2. Definitions
AVORIX means AVORIX INC., the provider of the Services. Shipper means the business requesting or receiving the Services. Business Account means the company account through which Shipper uses the Services. Authorized User means a person permitted by Shipper to access or act through its Business Account, within assigned permissions.Carrier means an independent third-party motor carrier performing transportation. Shipment means the vehicle transportation requested through the Services. Order means the platform record and corresponding transportation arrangement for a Shipment. One Shipment or Order may include one or more vehicles.Services means AVORIX Shipper TMS, Marketplace, shipment management, payment, tracking, documentation, communication, transportation administration, and related technology services. Shipper TMS means the AVORIX transportation management platform for business shippers.Carrier Transportation Amount means the accepted amount for the Carrier transportation associated with an Order. AVORIX Service Fee means the disclosed fee for AVORIX Marketplace, technology, payment, transportation management, documentation, support, and related Services for an Order. Total Transportation Price means the accepted Carrier Transportation Amount plus the applicable AVORIX Service Fee; properly authorized additional charges and applicable taxes may also be payable as described in these Terms.
3. AVORIX’s Role
AVORIX operates a technology marketplace that connects business Shippers with independent motor Carriers and provides tools and services that facilitate vehicle transportation transactions.Through the AVORIX platform, Shippers can create transportation requests, connect with eligible Carriers, review transportation pricing and offers where supported, manage bookings, communicate with Carriers, track Shipments, access transportation documents, and manage payments.AVORIX does not physically transport vehicles and is not a motor carrier. Transportation services are performed by independent motor Carriers operating under their own authority. Carriers are independently responsible for their drivers, equipment, loading and securement, vehicle custody, safety, insurance, regulatory compliance, routes, and performance of transportation services.AVORIX may make Shipment opportunities available through its Carrier network and other transportation resources to increase Carrier visibility and availability. AVORIX may establish eligibility, verification, insurance, compliance, and Marketplace participation requirements for Carriers using the platform.
4. Business Accounts and Authorized Users
The Account Owner is responsible for administering the Business Account, maintaining accurate business information and granting appropriate access. Authorized employees and other Authorized Users may act for the company according to their assigned permissions. Shipper is responsible for authorized actions taken through its Business Account.Users must protect their credentials, avoid sharing access with unauthorized persons and notify AVORIX promptly of suspected unauthorized access. Shipper must keep its business, contact and payment information accurate and current.
5. Creating and Confirming Shipments
Shipper must provide accurate pickup and delivery information, vehicle year, make and model, operability, transport type, relevant dimensions and modifications, availability dates, contacts, access restrictions, vehicle count and other information needed to arrange transportation.Inaccurate or incomplete information may affect Carrier availability, result in revised transportation pricing or cause additional Carrier costs. AVORIX will communicate applicable changes for acceptance or authorization as required by the Shipment agreement and applicable law.
6. Transportation Pricing and AVORIX Service Fee
Before a Shipment is confirmed, AVORIX will display or otherwise communicate the applicable Carrier Transportation Amount, AVORIX Service Fee and Total Transportation Price. Confirmation constitutes Shipper’s agreement to those amounts.Pricing and service fees may change for future Shipments. Such changes do not retroactively alter an already confirmed final transportation price, except where Shipper later approves a price adjustment or Shipment details materially change and an adjustment is permitted under the Shipment agreement. Any applicable Business Account pricing schedule or written commercial agreement controls the pricing it addresses.
7. Marketplace, Offers, Counteroffers and Price Changes
Shipper authorizes AVORIX to make Shipments available to eligible Carriers. Where supported by the applicable AVORIX workflow, Carriers may accept loads or submit offers, and Shippers may accept, reject or counter offers. Offer and counteroffer functionality applies only where available.The transportation arrangement becomes binding when the required acceptance is recorded through the applicable AVORIX workflow. Creating a Shipment does not guarantee Carrier availability or acceptance at the initial amount. Carrier availability and transportation pricing may change before final acceptance.If an Authorized User accepts a revised price through the applicable AVORIX workflow, that accepted price becomes part of the Shipment agreement. AVORIX retains accepted pricing and relevant transaction history as part of the Shipment record.
8. Cancellation and Unsuccessful Booking
If a Shipment is canceled before a Carrier has booked or otherwise committed to the Shipment, AVORIX does not charge its normal service fee. If no Carrier books or otherwise commits to the Shipment and it is canceled or closed without transportation occurring, AVORIX does not charge its normal service fee.Carrier-related charges arising after a Carrier has booked or otherwise committed to the Shipment, or after pickup, or from inaccurate Shipment information, unavailable vehicles or other Shipper-caused events, may still apply when disclosed or otherwise authorized.
9. Vehicle Readiness
Shipper must ensure the vehicle is legally and physically available for pickup, keys are available, required payments and release documents are completed, and the pickup facility will release it. Operability information must be accurate, alarms and accessories must be secured, and the vehicle must be capable of safe loading.Personal property must be removed unless specifically allowed. Carrier costs caused by an unavailable or materially misrepresented vehicle may be charged to Shipper when properly disclosed or authorized.
10. Pickup, Transit and Delivery
Pickup, transit and delivery dates and times are estimates unless AVORIX expressly agrees in writing to guaranteed service. Weather, traffic, equipment issues, facility delays and other events outside AVORIX’s reasonable control may affect transportation.Shipper or its authorized representative must reasonably cooperate with pickup and delivery, including providing access, availability, necessary documents and timely communications.
11. BOL, eBOL, Inspection, Photos and POD
Pickup and delivery inspections may include photographs, condition records, electronic signatures, bills of lading (BOL or eBOL) and proof of delivery (POD). Shipper should inspect the vehicle at delivery when reasonably possible and document visible new damage on the delivery inspection or BOL before completion where possible.Electronic records, timestamps, photos, signatures and documented signature exceptions may form part of the transportation record and evidence of completion or vehicle condition. Shipper should retain relevant records and communicate discrepancies promptly.
12. Carrier Qualification and Insurance
AVORIX uses commercially reasonable procedures to verify applicable Carrier authority and required insurance before the Carrier is eligible to perform transportation through AVORIX. Carrier insurance remains the Carrier’s insurance. Verification does not make AVORIX the motor carrier or cargo insurer.Insurance information can change, and coverage for a particular claim depends on the Carrier’s policy terms and the circumstances. Verification is not a guarantee that a specific loss will be covered or paid.
13. Damage and Claims Assistance
The Carrier is primarily responsible for loss or damage occurring while a vehicle is in its custody, subject to applicable law and Carrier insurance. AVORIX may assist with documentation, communications with the Carrier or its insurer, BOL/POD records and inspection photos, but does not guarantee that a claim will be accepted or paid.Shipper should report possible transportation damage promptly and preserve all supporting records. Pre-existing damage and ordinary open-transport exposure are not automatically evidence of Carrier-caused damage. This provision does not replace any mandatory rights, responsibilities or claim periods under applicable law.
14. Personal Property
Vehicles should generally be transported without personal property unless expressly authorized. Carrier restrictions or additional charges may apply. To the extent permitted by applicable law, AVORIX is not responsible for personal property left inside a vehicle.
15. Payment Terms
Shipper is responsible for the final accepted Total Transportation Price and other properly authorized charges. Payment becomes due upon successful delivery unless AVORIX has approved different written payment terms.AVORIX may use Stripe or another third-party payment processor. Shipper must maintain accurate and valid payment information. Payment-method references may be stored through the processor as permitted by Shipper’s authorization and applicable law.
16. Automatic Billing and Consolidated Payments
Where a Business Account separately authorizes automatic billing, AVORIX may debit the payment method on file for amounts due under that authorization. Multiple eligible delivered Shipments may be combined into one daily payment transaction.Each Shipment remains individually identifiable in AVORIX billing records even when several Shipments are paid by one consolidated debit. The specific ACH authorization presented in Shipper TMS supplements these Terms and governs authorization to initiate automatic bank debits. Acceptance of these public Terms alone does not replace that separate authorization.
17. Failed, Returned and Disputed Payments
A failed, returned or disputed payment does not by itself eliminate the underlying payment obligation. Shipper must maintain sufficient funds and a valid payment method and cooperate in resolving outstanding amounts.AVORIX may suspend new Shipment creation, booking, Marketplace access or other applicable account functionality until outstanding amounts are resolved, and may pursue lawful collection remedies for unpaid balances.
18. Taxes and Additional Charges
Legally applicable taxes and Shipper-approved or properly incurred transportation charges may be added where applicable. Such charges may include inoperable vehicle costs, special loading equipment, storage, additional stops, materially inaccurate vehicle information, access restrictions or other Carrier-imposed transportation costs, subject to applicable disclosure, authorization and legal requirements.
19. Non-Circumvention
For twelve months after AVORIX first introduces a Carrier to Shipper through the Services, Shipper may not intentionally bypass AVORIX to arrange substantially similar transportation directly with that Carrier outside AVORIX for the purpose of avoiding AVORIX fees.This restriction does not apply to documented pre-existing direct business relationships between Shipper and the Carrier. AVORIX may pursue unpaid fees and other remedies available under the agreement or applicable law.
20. Platform Access and Acceptable Use
The acceptable-use and intellectual-property provisions of the general Terms & Conditions apply to Shipper TMS. Shipper and Authorized Users must use the platform lawfully, keep credentials confidential and refrain from unauthorized scraping, reverse engineering, unauthorized access or interference with platform operation, except to the extent a restriction is prohibited by applicable law.General Terms & Conditions
21. Communications
Operational email communications are necessary to administer Business Accounts and Shipments. SMS communications are optional and subject to separate opt-in consent. Opting out of SMS does not prevent operational communications through email or in-app methods. The Privacy Policy and SMS/Text Message Terms apply to the communications they address.Privacy Policy · SMS/Text Message Terms
22. Suspension and Termination
AVORIX may suspend or terminate Shipper access for nonpayment, failed or returned payments, fraud or suspected fraud, platform misuse, inaccurate or misleading information, regulatory or compliance concerns, security risks or violations of these Terms.Termination does not eliminate amounts already owed or obligations that by their nature should survive, including applicable payment obligations, non-circumvention obligations for their stated duration, confidentiality, disclaimers, limitations of liability, indemnification and dispute-resolution provisions.
23. Disclaimer and Limitation of Liability
The applicable warranty disclaimers and limitations of liability in the general Terms & Conditions are incorporated into these Shipper Terms and apply to the Services, subject to applicable law. Independent Carriers are responsible for the physical transportation services. AVORIX provides the platform, Marketplace, payment, documentation and related transportation services and does not itself physically transport vehicles.General Terms & Conditions
24. Indemnification
The indemnification provisions of the general Terms & Conditions are incorporated and apply to Shipper’s use of the Services, including inaccurate Shipment information, unlawful vehicle transport requests, Shipper misconduct and violations of these Shipper Terms, within the scope and limitations of those provisions and applicable law.General Terms & Conditions
25. Dispute Resolution and Governing Law
The dispute-resolution, arbitration, class-action waiver, jury-trial waiver and Delaware governing-law provisions of the general Terms & Conditions are expressly incorporated into these Shipper Terms. Their applicable procedures, exceptions and opt-out rights remain in effect. These Shipper Terms do not create a second or different dispute-resolution framework.General Terms & Conditions
26. Electronic Signatures and Records
Click acceptance and in-platform electronic signatures have binding effect to the extent permitted by applicable law. AVORIX may retain agreement versions, timestamps, Business Account and user identity and other electronic evidence of acceptance.Shipper agrees to electronic delivery of contracts, invoices, BOLs, PODs and other transactional records in a form that can be retained and retrieved, subject to applicable consent and record-delivery requirements.
27. Changes to Shipper Terms
AVORIX may update these Shipper Terms for future use of the Services. Material changes will be communicated through reasonable means, and affirmative acceptance will be obtained where legally required. Confirmed Shipment pricing will not be retroactively changed merely because these Terms are later updated.
28. Entire Agreement / Order of Precedence
These Shipper Terms, the general Terms & Conditions, Privacy Policy, applicable Business Account pricing schedules, separate ACH authorizations and written agreements accepted by AVORIX collectively govern Shipper TMS use, each as relevant to its subject matter.For Shipper-specific transportation issues, these Shipper Terms control over conflicting general language unless a separately signed negotiated agreement expressly states otherwise. An applicable pricing schedule or written commercial agreement controls the pricing it addresses; the separate ACH authorization governs permission to initiate bank debits. No provision overrides rights that cannot be waived under applicable law.General Terms & Conditions · Privacy Policy
29. Contact / Legal Information
AVORIX INC.
300 Delaware Avenue, Suite 210
Wilmington, DE 19801Formal legal notices: legal@avorix.com. Privacy questions: privacy@avorix.com.Legal notices · Privacy questions