LOAD FIX FREIGHT SERVICES / SHIPPERTERMS AND CONDITIONS
LOAD FIX FREIGHT SERVICES agrees to arrange for transportation of SHIPPER's freight pursuant to the terms and conditions of this Agreement and in compliance in all material respects with all state and local laws and regulations relating to the brokerage of the freight covered by this Agreement.
VOLUME.
A. SHIPPER agrees to tender a minimum of one (1) shipment to LOAD FIX FREIGHT SERVICES, and LOAD FIX FREIGHT SERVICESagrees to arrange for the transportation of said shipment as well as any other shipments offered by SHIPPER as accepted by LOAD FIX FREIGHT SERVICES.
B. SHIPPER is not restricted from tendering freight to other brokers, freight forwarders, third-party logistics providers, or directly to motor carriers not known to the SHIPPER.
C. LOAD FIX FREIGHT SERVICES is not restricted from arranging transportation of freight for other parties.
D.
SHIPPER is restricted from working with motor carriers directly that represent LOAD FIX FREIGHT SERVICES during the term of the agreement, and one year after the agreement ends. SHIPPER shall be responsible to LOAD FIX FREIGHT SERVICES for:
- Timely and accurate delivery specifications and description of the cargo, including, but not limited to, dimensions, weight, temperature, any special handling or security requirements, and employing reasonable security protocols to reduce the risk of cargo theft.
- The SHIPPER is solely responsible for correctly identifying, classifying and describing the goods to be transported on any shipping documentation, as well as for complying with all laws, rules, and regulations regarding tender of goods for transportation including, but not limited to, those applicable to shipping papers required with respect to shipments of hazardous materials.
- SHIPPER acknowledges and agrees that LOAD FIX FREIGHT SERVICES is under no obligation to arrange for any special handling or other services unless expressly requested in writing by Transportation Provider receipt of which is acknowledged in writing by LOAD FIX FREIGHT SERVICES.
E. FREIGHT CARRIAGE. LOAD FIX FREIGHT SERVICESrepresents, warrants and covenants that it has entered into or will enter into a bilateral written agreement of carriage (either by contract or through tariff) with each Carrier it utilizes in the performance of this Agreement. LOAD FIX FREIGHT SERVICES further represents, warrants and covenants that the agreements will comply with all applicable federal and state laws and regulations. LOAD FIX FREIGHT SERVICESshall make commercially reasonable efforts to placeSHIPPER's loads with responsible carriers for the purposes of transporting the loads with reasonable dispatch under the direction of the SHIPPER.
F. RECEIPTS AND BILLS OF LADING.
If requested by SHIPPER, LOAD FIX FREIGHT SERVICES agrees to provideSHIPPER with proof of acceptance and delivery of shipments in the form of a signed Bill of Lading or Proof of Delivery via courier, or electronically by or email. SHIPPER's insertion of LOAD FIX FREIGHT SERVICES's name on the bill of lading shall be for SHIPPERconvenience only and shall not change LOAD FIX FREIGHT SERVICES's status as a transport broker. The terms and conditions of any freight documentation used by LOAD FIX FREIGHT SERVICES or carrier selected byLOAD FIX FREIGHT SERVICES may not supplement, alter, or modify the terms of this Agreement.
G. PAYMENTS.
LOAD FIX FREIGHT SERVICES shall invoice SHIPPER for its services in accordance with the rates and charges confirmed by LOAD FIX FREIGHT SERVICES, and any written supplements or revisions that are mutually agreed to between the Parties in writing. LOAD FIX FREIGHT SERVICESshall apply the payment to the amount due for the specified invoice, regardless of whether there are earlier unpaid invoices. SHIPPER must have written permission from LOAD FIX FREIGHT SERVICES approving any adjustments before adjustments can be applied. If SHIPPER receives an invoice directly from a carrier, it shall immediately forward such an invoice to LOAD FIX FREIGHT SERVICES and shall not otherwise make a payment on the invoice to the carrier. Failure to pay on time could result in the loss of any discounts or adjustments associated with your invoice.
H. LOAD SECURMENT.
All loads must be appropriately secured prior to the shipment leaving the dock. Securing and placement of the load is the responsibility of the shipper, however; the driver must confirm the load is properly secured, and if not, the driver will alert the shipper that further securing is needed.
I. FREIGHT CLAIMS.
(i) SHIPPER must notify LOAD FIX FREIGHT SERVICES of any cargo loss, shortages or damages within 72 hours of the delivery. A preliminary claim must be filed with fifteen (15) days from the date of such loss, shortage or damage, which for purposes of the Agreement shall be the delivery date or, in the event of non-delivery, the scheduled delivery date. SHIPPER cannot deduct against any open invoice or future invoices to satisfy any insurance claim.
(ii) It is understood and agreed that the LOAD FIX FREIGHT SERVICES is not a carrier and that the LOAD FIX FREIGHT SERVICES shall not be held liable for loss, damage or delay in the transportation ofSHIPPER's property unless caused by LOAD FIX FREIGHT SERVICES's negligent acts or omissions in the performance of this Agreement. LOAD FIX FREIGHT SERVICES shall assist SHIPPER in the filing and processing of claims with the carrier.
(iii) In no event shall LOAD FIX FREIGHT SERVICES or LOAD FIX FREIGHT SERVICES's contracted Carrier be liable to SHIPPER for special, incidental, or consequential damages that relate to loss, damage or delay to a shipment, unless SHIPPER has informed LOAD FIX FREIGHT SERVICESin written or electronic form before or when tendering a shipment or series of shipments to LOAD FIX FREIGHT SERVICES of the potential nature, type and approximate amount of such loss or damages, and LOAD FIX FREIGHT SERVICES specifically agrees in written or electronic form to accept responsibility for such loss or damages.
J. HAZARDOUS MATERIALS.
SHIPPER shall comply with all applicable laws and regulations relating to the transportation of hazardous materials. SHIPPER is obligated to inform LOAD FIX FREIGHT SERVICES immediately if any such shipments constitute hazardous materials. SHIPPER shall defend, indemnify and holdLOAD FIX FREIGHT SERVICES harmless from any penalties or liability of any kind, including reasonable attorney fees, arising out ofSHIPPER's failure to comply with applicable hazardous materials laws and regulations.
K. DEFAULT.
Both Parties will discuss any perceived deficiency in performance and will promptly endeavor to resolve all disputes in good faith. However, if either party materially fails to perform its duties under this Agreement, the Party claiming default may terminate this Agreement on fifteen (15) days written notice to the other Party. SHIPPER shall be responsible for paying LOAD FIX FREIGHT SERVICES for any services performed before the termination of this Agreement and for shipments not yet completed and not yet invoiced to Transportation Provider.
L. INDEMNIFICATION.
LOAD FIX FREIGHT SERVICES and SHIPPER shall defend, indemnify and hold each other harmless from and against any claims, actions or damages, including, but not limited to cargo loss, damage, or delay and payment of rates and accessorial charges to carriers, arising out of their respective performances under this Agreement provided; however, the indemnified party shall not offer settlement in any such claim without the agreement of the indemnifying party which approval shall not be unreasonably withheld. Neither Party shall be liable to the other Party for any claims, actions or damages due to such other Party's negligence or intentional acts.
M. ASSIGNMENT/MODIFICATIONS OF AGREEMENT.
Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party. No amendment or modification of the terms of this Agreement shall be binding unless in writing and signed by the Parties.
N. SEVERABILITY/SURVIVABILITY.
In the event that the operation of any portion of this Agreement results in a violation of any law, or any provision is determined by a court of competent jurisdiction to be invalid or unenforceable, the Parties agree that such portion or provision shall be severable and that the remaining provisions of the Agreement shall continue in full force and effect. The representations and obligations of the Parties shall survive the termination of this Agreement for any reason.
O. INDEPENDENT CONTRACTOR.
The relationship of the Parties to each other shall at all times be that of independent contractors. None of the terms of this Agreement or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship between the Parties. Each Party shall provide sole supervision and shall have exclusive control over the actions and operations of its employees, and agents used to perform its services hereunder. Neither Party has any right to control, discipline, or direct the performance of any employees or agents of the other Party.
P. FORCE MAJEURE.
Neither Party shall be liable to the other for failure to perform any of its obligations under this Agreement during any time in which such performance is prevented by fire, flood, or other natural disasters, war, embargo, riot, civil disobedience, or the intervention of any government authority, or any other cause outside of the reasonable control of the SHIPPER or LOAD FIX FREIGHT SERVICES, provided that the Party so prevented uses its best efforts to perform under this Agreement and provided further, that such Party provide reasonable notice to the other Party of such inability to perform. Performance obligations of the Parties may be extended by the amount of delay caused by Force Majeure events, upon mutual agreement.
Q. CONFIDENTIALITY.
Confidential Information protected by law, statutory or otherwise, the Parties agree that all of their financial information and that of their customers, including but not limited to freight and brokerage rates, amounts received for brokerage services, amounts of freight charges collected, freight volume requirements, as well as personal customer information, customer shipping or other logistics requirements shared or learned between the Parties and their customers, shall be treated as confidential, and shall not be disclosed or used for any reason without prior written consent.
A. In the event of violation of this Confidentiality paragraph, the Parties agree that the remedy at law, including monetary damages, may be inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating Party from further violation of this Agreement in which case the non-prevailing Party shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney's fees.
R. ENTIRE AGREEMENT.
This Agreement, including all Appendices and any Addenda, constitutes the entire agreement intended by and between the Parties and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed or implied, with respect to the subject matter hereof. The Parties further intend that this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence may be introduced to reform this Agreement in any judicial or arbitration proceeding involving this Agreement.
S. ELECTRONIC SIGNATURE.
This Agreement may be executed by the parties by the exchange of scanned PDF signatures in separate counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in their respective names by their fully-authorized representatives as of the dates first above written.
LOAD FIX FREIGHT SERVICES — SHIPPER Terms and Conditions Agreement