This Carrier Agreement ("Agreement")s made this 2 day of December 2020 by and between Shipping Connections ("broker"), Centerton, AR MC #415612 and ("carrier") MC# and is effective as of the above mentioned date.
Whereas, Broker as an ICC licensed property broker ( Docket MC_415612-B ) regularly has the opportunity to control the routing of shipments under its contractual arrangements with various consignees and consignors ("customers"), including working control over the selection of a carrier and the payment of the transportation charges:
Whereas, Broker desires Carrier to perform services in the transportation of shipments that the Broker has obtained under its contractual arrangements with various Customers: and
Whereas, Carrier is a motor contract carrier authorized to operate in intrastate, interstate, and or international commerce transporting general commodities and providing contract carrier services to meet the distinct needs of Broker and the requirements of the Customers. The needs of the Broker include, but are not limited to, single source contract customer service representative, 24 hour per day 7 day per week service coverage, team driver service, and short notice pricing changes or additions to be confirmed by fax, and increased level of cargo insurance otherwise not available to Broker from common carriers.
Now therefore, in consideration of the mutual covenants herein and intending to be legally bound. Broker and Carrier agree as follows:
1. Carrier agrees to meet the distinct needs of Broker set forth herein to transport specifically tendered shipment (s) between the designated origins and destinations within the time parameters designated by the Broker.
2. Rates and charges for shipments transported under this Agreement shall be as agreed to in writing between Broker and Carrier. Any conditions applicable to such rate and charges are to be contained in a rate schedule or memorandum of rates and charges which carrier shall prepare, issue, and deliver to Broker and Broker shall acknowledge. Schedules shall also contain any non-line haul or accessorial charges and the condition thereof. In the event a Customer has established specific written procedures or requirements that affect Carrier, Broker shall provide a copy of same to Carrier, together with any supplements or amendments that may be issued from time to time, and such procedures or requirement shall be incorporated herein by reference and complied with by Carrier including but not limited to liability for any transportation and/or manufacturing premiums that may be contained in such procedures or requirements. In the event of any conflict or inconsistency between the procedures and requirements and this agreement, the procedure and requirements shall govern and control. All procedures and requirements provided by Broker to Carrier and acknowledged by Carrier are incorporated by reference into this agreement.
3. Carrier will bill all charges for transportation services directly to Broker and Carrier shall provide Broker with original signed clear bill of lading and delivery receipt. Broker will pay Carrier for its services rendered under this agreement within 30 days of receipt of Carriers freight bill.
4. Rates may be established and amended verbally by agreement between parties in order to meet specific time requirements. Such agreed upon rates shall be deemed "in writing" and supplement this agreement if Broker faxes a signed copy of the applicable rates and charges to Carrier and Carrier returns a signed copy of same to Broker. The parties understand that the verbally agreed upon rate, evidenced by signed faxed copy of the applicable rates, will be the writing adopted by reference herein, and that rate shall prevail in the event of any disagreement as to the actual controlling rate.
5. Carrier agrees to carry at Carrier’s cost the following insurance: public liability and property damage insurance on all trucks and other equipment used by the Carrier hereunder in an amount not less than $1,000,000 to property: and cargo insurance covering damage to shipments shipped pursuant to this agreement, in an amount not less than $100,000. Carrier shall furnish a copy of policy, certificate of insurance, or other applicable proof of insurance. Carrier shall promptly notify Broker of any change or cancellation of any insurance during this agreement. Loss or reduction of insurance will result in cancellation of this agreement.
6. Carrier agrees that it will hold harmless and indemnify Broker, its Customers, its consignors or consignees from and against all claims, lawsuits, demands, liability, costs, and expenses caused by, arising out of, or connected with all injury to or death of persons, or damage to property, including cargo, from Carriers negligent performance of this agreement, including attorney’s fees and other reasonable cost of defense, excluding all loss, damage, cost and expense of claims of liability including attorney fees resulting from injury to or death of any person, or damage to any property, including cargo, due to the negligence of shipper or its employees or agents.
7. In the event that ether party to this Agreement is prevented from or delayed in performing any of its obligations hereunder by reason of the following conditions of force majeure acts of God or the public enemy, fire, flood, labor disorder, civil commotion, closing of the public highway (s), government interference or regulation (s), or other similar contingencies beyond control: the affected party shall be excused from performing such obligations for the term of the disability and the other party shall be excused from performing its obligations hereunder to a like extent, and neither party shall be liable to the other for damages by reason of any delay or suspension of performance from the disabilities listed in this paragraph, but only to the extent made necessary by such force majeure and only during its continuance.
8. Carrier shall be liable to the same extent as if it were a common carrier for loss or damage to any property transported under this agreement. The liability shall be for full value of the cargo, which shall be understood to mean the invoice cost of the lost or damaged cargo. In the absence of an invoice, the property shall be valued at actual cash market value at destination. Such liability shall begin at the time cargo is loaded upon Carrier’s equipment at the origin and continue until said cargo is delivered to and signed for by the designated consignee at destination or to any immediate stop-off party.
9. Claims on all loads tendered to Carrier by Broker meeting the following criteria must be reported to Broker immediately:
1) Claims with an incurred of $250.00 auto and general liability and/or $150.00 employer’s liability.
2) All claims with the following type of injuries, regardless of liability or reserves:
C. Brain injuries
G. Loss of vision
H. Any other serious type of B.I. or P.D. claim
10. All claims for loss and damage and any salvage arising there from shall be handled and processed in accordance with the ICC regulation contained on 49 CRF part 1005 and subject to the current guidelines set by the National Freight Council as published in the ATA’s Motor Carrier Rate Claim Rule Book 9th edition. Any claim that broker asserts arising from Carriers liability under Paragraph 8 above shall be deducted from any compensation Broker owes Carrier for any transportation services rendered.
11. The relationship of the carrier to Broker shall, at all times, be that of an independent contractor. Carrier, and not Broker, is solely responsible for the safe operation of equipment used by Carrier in the performance of this contract. Carrier expressly warrants that its equipment and drivers are in full compliance with all applicable Federal and State health and safety regulations. Carrier recognizes that Broker as the agent of its customer for the purpose of processing and setting all cargo claims.
12. Carrier agrees to support and protect Broker’s efforts in performance of this agreement by refraining from any direct contact or solicitation of Broker’s Customers, consignors, or consignees during the term of this agreement and for a period of (2) years from the time of the termination of this agreement. Carrier shall not, directly or indirectly solicit or do business of transportation or warehousing nature with any of Brokers customers who are serviced by Carrier as a result of this agreement unless otherwise agreed to in writing.
13. Carrier agrees that Broker’s compensation hereunder for its services are confidential and need not be disclosed by Carrier. Carrier further agrees that it will not reveal to anyone the terms of this agreement, the pricing of transportation services, or any other details of the business conducted between Carrier and Broker.
14. Obligations of this agreement are separate and divisible and, in the event, that any clause is deemed unenforceable, the balance of the agreement shall continue in full force and effect.
15. This agreement shall be deemed to be effective on the first date that Carrier and Broker commenced business together and the parties agree that the provisions contained herein properly express and memorialize the complete understanding of the parties as contained in all prior agreements, both verbal or in writing. This agreement shall be effective continuously subject to the right of either party hereto to cancel the agreement at any time upon not less than thirty (30) days written notice of one to the other.