1. Tribeca Automotive Inc is an agent authorized by its Shipper customers to negotiate and arrange for transportation of their vehicle in interstate commerce.
2. Sub-Carrier shall transport a series of interstate or intrastate shipments arranged by Tribeca pursuant to carrier load confirmation sheet(s) included herewith or subsequently incorporated by reference
3. Tribeca Automotive shall pay Sub-Carrier for services rendered in an amount equal to the rates and accessorial charges agreed to on load confirmation sheet or other signed writing upon receipt of payment from shipper. Sub-Carrier must submit proof of delivery with invoice to Tribeca Automotive employee for the shipper. Payment terms shall be on a Friday of when Sub-Carrier submitted their invoice, without offset, unless otherwise agreed to by Tribeca.
4. Sub-Carrier warrants to Tribeca Automotive that it meets the following criteria: (a) Carrier shall maintain all risk cargo insurance in the amount of less than $500,000 per shipment or $50,000 per vehicle transported; (b) Sub-Carrier shall maintain public liability insurance in the amount of no less than $1,000,000 as required by federal regulation (BMC-91 on file); (c) Sub-Carrier shall maintain workers’ compensation insurance as required by state law; (d) Sub-Carrier shall agree to provide certificate of insurance upon request; (e) Sub-Carrier shall maintain satisfactory U.S DOT safety rating and is otherwise authorized to provide the propose service; and (f) Sub-Carrier shall be in compliance with all applicable law.
5. Governing Rules. The following rules shall apply: (a) The terms of the Standard Truckload Bill of Lading; (b) Standard claims rules otherwise applicable to common carrier (49 C.F.R. § 370); (c) Cargo claims liability as set forth in the Carmack Amendment (49 U.S.C § 14706); (d) Destination market value for lost or damaged cargo, no special or consequential damages unless by special agreement; (e) Claims will be filed with Sub-Carrier by Shipper; and (f) Tribeca Automotive customers are third party beneficiaries of this Agreement.
6. Damage to Vehicles: Sub-Carrier shall use its best efforts to prevent any loss or damage to vehicle accepted by it. Sub-Carrier shall be responsible for and bear all risk of loss or damage to vehicles from the time Sub-Carrier’s acceptance until delivery of the vehicles. Acceptance shall occur (1) immediately after origin inspection is performed; (2) when Sub-Carrier takes physical possession of the vehicle; or (3) when any agent of Sub-Carrier physically handles the vehicle, whichever occurs first. Delivery shall occur when Sub-Carrier unloads the vehicle at final destination and it is received by the consignee. Sub-Carrier shall bear financial responsibility to repair any and all damage vehicles to new car standards and, in the event a vehicle cannot be repaired to new car standards (such as Total Loss or Constructive total loss ) in Tribeca customer’s sole discretion, Sub-Carrier shall bear financial responsibility to pay manufacturer’s full invoice price for the damaged vehicle, including, but not limited to, loss of sale costs, depreciation, Salvage(As in no salvage is expected nor should be claimed on any new or used vehicle transported) and the like. Sub-Carrier shall report all loss and damage to vehicles in writing to Tribeca as soon as is practicable but in no event later than 24 hours after the occurrence of such loss or damage. Prior to leaving dealer’s location, Sub-Carrier shall call in any exceptions noted by dealer to Tribeca’s origin terminal and, upon completion of delivery, fax a copy of the original completed delivery receipt to the Tribeca’s origin terminal at the fax number noted on the Tribeca’s delivery receipt.
7. Shipping Document Execution. Sub-Carriers are to be named on the bill of lading as the “Carrier of Record.”
8. Indemnification. The Parties agree that Sub-Carrier shall be the solely responsible for operating the equipment necessary to transport commodities under this Contract. Sub-Carrier therefore agrees to indemnify Tribeca and its customers and to hold them harmless for: loss or damage to Sub-Carrier’s equipment; loss resulting from injury, including death, sustained on employee of Sub-Carrier, or by any other person while acting in the capacity of a driver or helper in connection with the operation of the equipment; for any bodily injury, property damage, or cargo loss, including the defense of any lawsuits therefrom, arising out of the operation, maintenance or use by Sub-Carrier of motor vehicle equipment to perform services under this Contract; for any loss
or damages sustained by Tribeca as a negligence, incompetence or dishonesty of Sub-Carrier or Sub-Carrier’s agents or employees; provided, however, that this paragraph shall not apply to any penalty or liability arising solely as a consequence of any willful or grossly negligent act, omissions, or violations by Tribeca, its customers, agents or employees.
9. Law and Integration. This written agreement, together with any load confirmation, contains the entire agreement between the parties and may only be modified by signed written agreement. The Parties agree that this Contract shall be construed under the law of the State of New Jersey and agree that all disputes arising under this Contract shall be submitted to the jurisdiction of the State or Federal Courts within the State of New Jersey, County of Middle Sex.
10. This Agreement shall be for the period of one (1) year and shall be automatically renewed unless canceled. Either party may terminate this Agreement upon fifteen (15) days’ written notice
11. Sub-Carrier agrees to not back solicit any customer of Tribeca, either directly or indirectly. As liquidated damages, Sub-Carrier agrees to pay back a ten percent (10%) commission on all traffic handled for customers first introduced to Sub-Carrier by Tribeca Automotive for a period of one (1) year following cancellation of this Agreement.
12. In any litigation, arbitration or other proceeding by which one party either seeks to enforce its right under this agreement (whether in contract, tort, or both) or seeks a declaration of right or obligations under this Agreement shall be prosecuted in Middle Sex County, State of New Jersey and the prevailing party in said proceeding shall be awarded reasonable attorney fees, together with any costs and expenses, to resolve the dispute and to enforce the final judgment.