General : The purpose of this agreement is to outline the arrangement between the two parties acting in their capacity as a provider of transportation services and a BROKER of transportation services respectively. Each individual shipment contracted between the two parties will be detailed in a ‘Carrier Confirmation’ with attached ‘Load Sheet’ to be provided by the BROKER. Carrier Confirmations, therefore, are an integral part of this Agreement.
Term : This Agreement is in effect as of the date first written above and shall remain in effect for a period of One Year from such date, and from year to year thereafter unless terminated in writing. After One year, either party to this Agreement can terminate this Agreement at any time by giving 30 days notice in writing to the other party.
BROKER Representations : BROKER is engaged in the business of providing freight Brokerage services pursuant to the Broker Authority granted by the USA federal Motor Carrier Safety Association (FMCSA). BROKER is acting in its capacity in good faith as an ‘agent only’ in tendering shipments from BROKER’s customers to the CARRIER. CARRIER acknowledges full responsibility for the safe and timely delivery of each shipment arranged
between the BROKER and the CARRIER. BROKER agrees to maintain all the necessary documentations, Bond and Insurance certificates required under the conditions of this authority and agrees to furnish upon CARRIER request a copy of these documents and certificates. BROKER reserves the right to avail or deny the services of the CARRIER and to tender shipments to the CARRIER.
CARRIER Representations : CARRIER is engaged in the business of providing transportation of property as a Motor CARRIER pursuant to the Motor Carrier Authority issues by FMCSA. CARRIER represents and warrants that it is duly and legally qualified to provide the transportation services contemplated herein, and CARRIER agrees to comply with all federal, state/provincial and local municipal laws regarding the provision of such services including all Transport Canada and United States of America DOT regulations. CARRIER further represents and warrants that it does not have a conditional, or unsatisfactory rating issue from the United States of America Department of Transportation (US-DOT), and further agrees to comply with all federal, state/provisional and local municipal laws regarding the provisions of the provisions of the transportation services contemplated under this Agreement.
CARRIER reserves the right to refuse to transport any shipment for whatever reason it, or its driver deems reasonable before agreeing to accept any shipment. CARRIER desires to retain the services of the BROKER to obtain goods and merchandise for transporting as offered by the BROKER.
Operable Equipment : CARRIER, at its sole cost and expense, shall furnish the equipment only required for performing the services hereunder and shall maintain all its equipment in good repair and condition for the full length of the voyage. CARRIER shall, in addition at its own cost and expense employ for its services hereinunder, Competent and legally qualified personnel to operate its equipment. CARRIER, is solely responsible for the safe loading/unloading, securing and transporting the goods to its destination and delivery to the Consignee.
Sub-contracting/Double Brokering not allowed : CARRIER specifically agrees that all freight tendered by the BROKER shall be transported on equipment operated only under the authority of the CARRIER, and that the CARRIER shall not in any manner sub-contract, BROKER, or in any other form including other modes of transportation, arrange
for the freight to be transported by a third party without the prior written consent of the BROKER.
Liability : CARRIER shall be liable for loss, damage, or delay of any shipment, and may face possible monetary charges for shipment not delivered as scheduled, while in the possession, or control of the CARRIER. CARRIER agrees
to maintain, at its sole cost and expense, all Insurances and necessary certificates required for covering the CARRIERs liability for all loss, delay or damage to cargo shipments, property and compensation payable for bodily injuries that
may occur during the operations of the CARRIER pursuant to this Agreement including costs to defend claims in a court of law.
Indemnity : CARRIER agrees to hold the BROKER harmless from and indemnify the BROKER from any liability resulting from the loss, or damage including all costs related to delays in delivering the shipment and including costs to defend any claims in a court of law, for any freight transported by the CARRIER pursuant to this Agreement. The
CARRIER also agrees to hold the BROKER harmless from bodily injury/injuries or property damage which may occur during the operations of the CARRIER pursuant to this Agreement including costs to defend such claims in a court of law.
Rates : The rates and other charges that apply to each shipment transported under this Agreement between the BROKER and the CARRIER will be clearly stated in the Carrier Confirmation. Specific instructions for handling and delivering the shipment will be provided on the accompanying Load Sheet. CARRIER shall be paid the freight charges for the transportation services to be rendered pursuant to this Agreement at the rates set forth in the Brokers Carrier Confirmation upon successful delivery of the shipment to the consignee. BROKER shall send the Carrier Confirmation by facsimile or electronic means before shipment of the freight. CARRIER must immediately acknowledge the receipt of the shipment details, including rate by signing and send back a copy of the Carrier Confirmation by facsimile or electronic mail. Unless the BROKER is immediately notified of any objections to the
details specified in the Carrier Confirmation including rates, the CARRIER shall be conclusively presumed to have agreed that the terms and conditions set out in the Carrier confirmation are correctly stated.
Payments : CARRIER shall be paid the freight charges that apply to each shipment transported pursuant to this Agreement at the rates set forth in the Brokers Carrier Confirmation upon successful delivery of the shipment to the consignee “AND” upon providing the necessary ‘Proof of Delivery’ (POD) identified by way of a signed copy
of the Carrier Confirmation, or Bill of lading/Packing slip or other documentation signed by the consignee as having received the shipment in good order and condition. CARRIER acknowledges that the BROKER is the sole party responsible for payment of all dues and agrees that under no circumstances will the CARRIER seek payment from the shipper or consignee. The CARRIER further agrees that under no circumstances will it, or its driver withhold delivery of any shipment to the consignee on account of any dispute as to rates, prices or other alleged failure of general credit of the BROKER and hereby waives and releases all liens that the CARRIER may have to any goods of the BROKERs customer in the possession or control of the CARRIER.
Claims : It is the CARRIERs responsibility to ensure that the freight loaded on its equipment is free from any material damage and then to secure it properly for its safe transportation and delivery to the consignee. The CARRIERs must make appropriate remarks on the loading slips or delivery sheets if the CARRIER &/or its driver notices any damage that could result in a claim against the CARRIER at a later date. The CARRIER, in addition must also notify the BROKER of any issues that may arise with the shipment offered for transport. Either party must inform the other party within 48 hours of delivery any issues with the delivery of the shipment that could result in a claim against either party. The BROKER agrees to provide substantive evidence of any claim made by the shipper, or consignee within 30 days of delivery of the shipment. The CARRIER agrees that it is solely liable to the BROKER for
all economic loss, including consequential damages that are incurred by the BROKER, or the BROKER’s customer for any loss, damage or delay claim that may arise from the freight shipment. BROKER reserves the right to withhold payment to the CARRIER until such time as any and all outstanding claims have been settled.
Non-Solicitation : CARRIER agrees not to solicit any shipment from any shipper, customer, consignee, or consignor that it comes in contact with as a result of the BROKERs efforts. The BROKER reserves its right to recover 15% of the total transportation revenue received by the CARRIER from all such freight shipments carried by the CARRIER on account of the BROKERs customers, shippers, consignees, consignors and/or their agents if the CARRIER breaches this Agreement and ‘back solicits’ freight shipments for a period of 12 months from the time the last shipment was offered by the BROKER from any of the BROKERs customers, shippers, consignees, or consignors or their agents.
Confidentiality : CARRIER and BROKER agree that the terms and provisions of this Agreement, in addition to any and all other information concerning the business operations of the customers, shippers, consignees, consignors and/or their agents are confidential and that they will not reveal any of its contents, or any information concerning the services performed within this contract without the written permission of the parties involved in this contract, or as required by law enforcement.
Severability : 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 to be valid in full force and effect.
Entire Agreement : This Agreement along with the individual Carrier Confirmations constitute the full representations of all agreements made between the Parties and supersede all prior agreements and understandings made between the BROKER and CARRIER. Any changes in contents of this Agreement shall be made in writing and binding from the date such amendments were agreed by the BROKER and the CARRIER.
Governing Law : This Agreement shall be governed by the laws of the Province of Saskatchewan, Canada.
