LOAD FIX FREIGHT SERVICES / TRANSPORTERTERMS AND CONDITIONS

This Agreement applies to the performance of transportation and related services by TRANSPORTER for LOAD FIX FREIGHT SERVICES and its shipper customers of such property tendered to TRANSPORTER as Broker may from time to time require.

TRANSPORTER acknowledges LOAD FIX FREIGHT SERVICES has been delegated working control over each shipment of property as an intermediary of the shippers for the purpose of arranging for the transportation services of TRANSPORTER.

LOAD FIX FREIGHT SERVICES is acting for its shipper customers for the selection of motor carriers and receiving, processing and paying the freight bills submitted for the transportation and related services rendered to the shippers pursuant to this Agreement.

The transportation arrangements for each shipment, such as scheduling, routing, pick up, transport and delivery, shall be made exclusively between TRANSPORTER and LOAD FIX FREIGHT SERVICES in accordance with the shipper customer's requirements.

(b) Carrier agrees to pick up, transport and deliver property under its own operating authority and subject to the terms of this Agreement. TRANSPORTER further agrees it is legally bound to safely deliver each shipment.

TRANSPORTER agrees to perform services in compliance with all applicable laws, including all applicable laws and regulations related to the transportation of hazardous materials. TRANSPORTER shall not double broker, re-broker, assign or interline any shipment tendered by LOAD FIX FREIGHT SERVICES to another carrier.

TRANSPORTER acknowledges the foregoing prohibition is necessary to ensure LOAD FIX FREIGHT SERVICES of the authority, safety and insured status of all motor carriers transporting shipments brokered by LOAD FIX FREIGHT SERVICES.

If TRANSPORTER breaches this prohibition, LOAD FIX FREIGHT SERVICES shall be relieved of all responsibility for compensating TRANSPORTER for the shipment and TRANSPORTER agrees to reimburse and indemnify for all costs, liabilities and expenses incurred by LOAD FIX FREIGHT SERVICES.

(a) TRANSPORTER shall comply with all applicable state and local laws relating to the provision of its services under this Agreement, including but not limited to: (i) the transportation of hazardous materials (including the licensing and training of drivers), to the extent any shipments constitute hazardous materials; (ii) all security regulations; (iii) all owner/operator lease regulations; (iv) all loading and securement of freight regulations; (v) all implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances regulations; (vi) all sanitation, temperature and contamination requirements for transporting food, perishable and other products; (vii) all qualification, licensing and training of drivers; (viii) the implementation and maintenance of all equipment safety regulations; and (ix) the maintenance and control of all the means and methods of transportation including but not limited to, the performance of its drivers.

(b) Carrier will promptly notify LOAD FIX FREIGHT SERVICES immediately if: (i) TRANSPORTER operating authority or applicable state authorization is revoked, suspended or rendered inactive for any reason; (ii) any substantial part of TRANSPORTER's operating assets are sold; (iii) there is a change in the ownership or control of TRANSPORTER; or (iv) any insurance required under this Agreement is threatened to be or is limited, terminated, suspended or revoked for any reason.

(c) Unless otherwise designated by LOAD FIX FREIGHT SERVICES, TRANSPORTER shall submit to LOAD FIX FREIGHT SERVICES invoices for all services performed under this Agreement within 15 days of delivery of a shipment. Any additional rebilling or assessment of charges must be submitted to LOAD FIX FREIGHT SERVICES within 30 days of delivery. TRANSPORTER authorizes LOAD FIX FREIGHT SERVICES to invoice TRANSPORTER's freight charges to each shipper, receiver, consignee, consignor. TRANSPORTER is prohibited from invoicing the shipper, receiver, consignor or consignee for transportation charges for any shipment.

(d) The Parties expressly agree that no motor carrier tariff or service guide of TRANSPORTER, or any reissue, supplement or incorporation by reference of any other tariff, is or will be applicable to any of the services performed by TRANSPORTER, unless specifically agreed to in writing and signed by both Parties.

(e) TRANSPORTER assumes all liability for payment of applicable taxes.

(f) TRANSPORTER shall provide the necessary equipment and qualified personnel for the performance of the transportation services required for LOAD FIX FREIGHT SERVICES's shipper customer. TRANSPORTER will not supply equipment that has been used to transport hazardous materials (solid or liquid).

(g) Each shipment shall be deemed to have been tendered to TRANSPORTER on a straight bill of lading, in the form used by LOAD FIX FREIGHT SERVICES or its shipper customer. The terms, conditions and provisions of such bill of lading shall be subject and subordinate to the terms, provisions and conditions of this Agreement. In the event of a conflict or inconsistency between the terms, conditions, and provisions of such bill of lading and this Agreement, the terms, conditions and provisions of this Agreement shall govern. In addition, any provisions in any bill of lading purporting to make the underlying transportation subject to the terms of any of TRANSPORTER's tariffs, schedules, service guides or other similar documents are specifically made inapplicable. The insertion of LOAD FIX FREIGHT SERVICES's name as the carrier on a bill of lading shall be for the shipper's convenience only and shall not change LOAD FIX FREIGHT SERVICES's status as a property broker or Carrier's status as a motor carrier.

(a) TRANSPORTER assumes liability for loss, theft, delay, damage or destruction of any and all property transported pursuant to this Agreement while the property is under TRANSPORTER's care, custody or control. TRANSPORTER's liability for loss or damage to any property shall begin at the time the property is received by TRANSPORTER and a receipt or bill of lading is issued at the point of origin, and shall continue until the property is delivered to the designated consignee and the receipt or bill of lading is signed by the consignee at the point of destination.

(b) Any claim for freight loss or damage may be filed by LOAD FIX FREIGHT SERVICES on behalf of its shipper customer or by the shipper directly with TRANSPORTER. All cargo claims shall be administered by TRANSPORTER with no recourse to LOAD FIX FREIGHT SERVICES.

(c) The measure of damages in a claim for loss, damage or delay is the Actual Value of the goods which are lost, damaged or delayed. "Actual Value" means the invoice price of the subject goods, including associated transportation charges relating to the shipment.

(d) When a shipment is refused by the consignee, or TRANSPORTER is unable to deliver it for any reason, TRANSPORTER's liability as a warehouseman shall not begin until TRANSPORTER has placed the property in a public warehouse or other storage facility under reasonable security. If any terms or conditions contained on any applicable bill of lading, tariff, schedule, service guide or other similar document are in conflict or inconsistent with the terms of this Agreement, then the terms, conditions and provisions of this Agreement shall govern.

(e) TRANSPORTER's liability may not be limited by any provision purporting to limit TRANSPORTER's liability, including without limitation, any bill of lading or common carrier tariff, schedule, service guide or similar document issued by or on behalf of TRANSPORTER. If any terms or conditions contained on any applicable bill of lading, tariff, schedule, service guide or other similar document are in conflict or inconsistent with the terms of this Agreement, then the terms, conditions and provisions of this Agreement shall prevail.

The TRANSPORTER agrees to have full insurance cover for all goods under their care, custody and control with a value which is always higher than the goods carried per occurrence.

LOAD FIX FREIGHT SERVICES shall have the full benefit of any insurance TRANSPORTER may have in effect for any loss of life, personal injury, or shortage, loss or damage to property arising directly or indirectly from TRANSPORTER providing transportation services, so far as this shall not void policies or contracts of insurance. TRANSPORTER must use insurance providers that are duly qualified and authorized under applicable law. TRANSPORTER's insurance providers must be reasonably acceptable to LOAD FIX FREIGHT SERVICES.

TRANSPORTER shall provide written notice to LOAD FIX FREIGHT SERVICES at least 30 days prior to the cancellation or reduction of any of its insurance policies.

Except to the extent caused by the negligence or intentional acts or omissions of LOAD FIX FREIGHT SERVICES or its shipper customer, TRANSPORTER shall indemnify, defend and hold harmless LOAD FIX FREIGHT SERVICES and its shipper customer from and against any and all loss, damage, cost, expense, liability or claim including reasonable attorneys' fees and other costs of defense, caused by, arising from or incident to the services provided by TRANSPORTER pursuant to this Agreement, including:

(a) personal injury or death of persons (including without limitation, employees of LOAD FIX FREIGHT SERVICES and its customers);

(b) damage, destruction or conversion of the property of any person, theft, defalcation or embezzlement by TRANSPORTER or its employees;

(c) TRANSPORTER's failure to comply with any State laws, rules or regulations; or

(d) any claim arising out of or relating to TRANSPORTER's failure to comply with any term or condition of this Agreement. The provisions of this Section shall survive the termination of this Agreement.