DECLARATIONS:
I) Whereas LOGISTICS COMPANY is a licensed property broker by the FMCSA (Federal Motor Carrier Safety Administration – Member of the USDOT / US Department of Transportation, herein referred to as FMCSA), and/or by appropriate State Agencies, and as a licensed broker, makes arrangements for freight transport
b. Whereas CARRIER COMPANY is a authorized to operate intra-state, inter-provincial, and/or inter-state commerce and is qualified, competent and able to provide for the transportation services required by LOGISTICS COMPANY
II.) AGREEMENT – (PARTY COMPANIES intend to be legally bound and agree)
a. TERM – This agreement shall be from the “entered into” date listed above to one (1) calendar year hence. It shall renew automatically upon expiration for one (1) year. PARTY COMPANIES reserve the right to terminate this agreement at any time by submitting a written notice 21 days prior to the intended termination date to the opposing party.
b. LEGAL COMPLIANCE (CARRIER COMPANY) – CARRIER COMPANY represents and warrants that it is duly and legally qualified, as a contract carrier, the transportation services solicited and described herein.
i. CARRIER COMPANY further represents and warrants that it does not carry an unsatisfactory or conditional safety rating issued from the FMCSA
ii. CARRIER COMPANY agrees to comply with all federal, state, and local laws regarding the provision of transportation services contemplated under this agreement.
III.) SERVICES RENDERED AND PERFORMANCE THEREIN –
a. CARRIER COMPANY agrees to perform the needs of LOGISTICS COMPANY under the agreed rates and with regard to conditions specified by agent of LOGISTICS COMPANY. CARRIER COMPANY agrees to performance of transport services in a timely manner, communicating any and all delays and potential for delay immediately to LOGISTICS COMPANY
b. This agreement grants in no way exclusivity to CARRIER COMPANY for services rendered unless otherwise specified and agreed by PARTY COMPANIES.
IV.) SHIPMENT RECEIPTS –
a. BILL(S) OF LADING – Referred to herein as a BOL, each shipment hereunder shall be evidenced by a BOL naming CARRIER COMPANY as the transporting carrier. This BOL shall be provided to LOGISTICS COMPANY upon completion of any shipments described therewithin, and serve as a receipt of the goods described on said BOL. The BOL shall also describe any additional services rendered or conditional changes of transported freight, including but not limited to: damage, change in size, weight, or commodity. The BOL shall include a signature by the shipping party (“SHIPPER”) and the receiving party (“COSIGNEE”), along with arrival and departure times at either or additional locations. Any modifications of the BOL, manifest, or other form of receipt or contract shall be subject and subordinate to the terms, conditions and provisions of this agreement. Outside the above enumerated information, CARRIER COMPANY shall notify LOGISTICS COMPANY immediately of any exception made on the BOL.
i. Delivery Order – Referred to herein as a DO. This may be interchanged with a BOL. In the event a BOL is not provided to the CARRIER COMPANY, a DO may act in place of a BOL and be considered a suitable form of receipt. The DO must include all aforementioned information found under a BOL, and will be considered binding in the same manner.
b. ACCESSORIAL DOCUMENTATION – In the event additional costs are incurred by CARRIER COMPANY (referred to as “ACCESSORIAL COSTS”) due to completion or performance of transportation services rendered under this agreement that are not specified prior to engagement of services, CARRIER COMPANY agrees to furnish any requested documentation to support and/or justify compensation by LOGISTICS COMPANY for said ACCESSORIAL COSTS. This documentation includes, but is not limited to: receipts, correspondence, travel logs, or equipment rental. Failure to produce requested documentation may result in forfeiture of re-imbursement of any ACCESSORIAL COSTS or bills outside the agreed upon rate for shipping services by PARTY COMPANIES.
V.) CARRIER COMPANY OPERATIONS –
a. CARRIER COMPANY, it its sole cost and expense, shall furnish and be held responsible for the following:
i. All requested and/or necessary equipment for the performance of services requested by LOGISTICS COMPANY and associated payment for operation
ii. Maintain equipment in good repair, mechanical condition and appearance
iii. CARRIER COMPANY shall utilize only competent persons who are licensed under applicable FMCSA regulations, exercise total control over said persons, perform agreed services as a contractor, assume total liability for any and all state and federal taxes, assessments, insurance (up to but not limited to worker’s compensation, unemployment, disability, social security) and any other financial obligation arising out of transportation services rendered.
VI.) TRANSPORTATION RATES AND PAYMENTS –
a. CARRIER COMPANY agrees that the terms and conditions of this agreement apply to any and all shipments performed on behalf of LOGISTICS COMPANY, and the terms of this agreement dictate the relationship between PARTY COMPANIES. Any provisions of CARRIER COMPANY’S tariff or rules not expressed within this agreement are considered inapplicable unless otherwise specified and ratified by PARTY COMPANIES.
b. CARRIER COMPANY agrees that all rates between PARTY COMPANIES will be confirmed via a signed rate confirmation by CARRIER COMPANY, accompanied by telephone and/or email correspondence. Any and all disputes or amendments to agreed rates will be communicated prior to ratification to LOGISTICS COMPANY via email, further complemented by, but not limited to, phone communication. LOGISTICS COMPANY agrees to remit payment for all approved transportation services in addition to previously contracted and approved services.
i. Failure to provide aforementioned documentation pertaining to described transportation services rendered may result in forfeiture of remittance by LOGISTICS COMPANY, pending review of provided documentation by CARRIER COMPANY to LOGISTICS COMPANY
ii. CARRIER COMPANY agrees to furnish any requested supporting documentation as pertains to transportation services rendered under this agreement in a timely manner and consistent with the scope and nature of work performed within
c. In the event services are provided by CARRIER COMPANY or any other associated entity/person/company on behalf of CARRIER COMPANY, and it is subsequently discovered there to be no applicable and/or agreed upon rate, PARTY COMPANIES agree that the rate paid by LOGISTICS COMPANY to CARRIER COMPANY shall be agreed rate between PARTY COMPANIES.
i. Disputes in above agreed rate must be submitted in writing within 7 days of invoice date.
d. Payment of transportation services rendered to CARRIER COMPANY by LOGISTICS COMPANY shall be within thirty (30) days of receipt by LOGISTICS COMPANY of CARRIER COMPANY’S freight bill, BOL/DO, delivery receipt, and any supporting documentation. These documents are subject to review by LOGISTICS COMPANY to ascertain validity of services rendered and commensurate charges.
i. CARRIER COMPANY agrees that LOGISTICS COMPANY has exclusive right to billing and collection of freight charges from any beneficial party to provided services, including but not limited to shipper, receiver, customer, forwarder, cosigner, or cosignee,
ii. CARRIER COMPANY agrees to refrain from any and all collection attempts from any of these beneficial parties
iii. CARRIER COMPANY further agrees that LOGISTICS COMPANY has discretionary right to offset payments to CARRIER COMPANY hereunder for liability incurred by CARRIER COMPANY
VII.) WAIVER OF CARRIER COMPANY’S LIEN – CARRIER COMPANY shall not withhold delivery of any goods upon completion of successful pickup. Any disputes must follow aforementioned procedures, and transportation services must be rendered and completed as agreed in a timely manner. CARRIER COMPANY is relying on LOGISTICS COMPANY’S good faith and credit for payment remittance, and hereby waives and releases all liens which CARRIER COMPANY might otherwise have to any goods transported on behalf of LOGISTICS COMPANY or associated parties.
VIII.) FREIGHT LOSS, DAMAGE OR DELAY – Unless otherwise set forth, CARRIER COMPANY shall have the sole an exclusive care, custody, and control of assigned freight (herein described as “CUSTOMERS”) from the time it is delivered to CARRIER COMPANY for transport until delivery to consignee, accompanied by the appropriate receipts as specified above. CARRIER COMPANY assumes the liability of a common carrier for loss, delay, damage or destruction of any and all of assumed freight while under CARRIER COMPANY’S care, custody, and/or control. CARRIER COMPANY agrees that the provisions of 49 C.F.R. Part 370 shall govern the processing of claims for loss, damage, injury, or delay to property and the processing of salvage. CARRIER COMPANY shall pay to LOGISTICS COMPANY, or allow LOGISTICS COMPANY to deduct from any amount owed by LOGISTICS COMPANY to CARRIER COMPANY, an amount up to and including the full actual loss for kind and quantity of commodities so lost, damaged, or destroyed. No limitation of liability in CARRIER COMPANY’S tariff or rules, including the NFMC, shall in any way limit or lessen CARRIER COMPANY’S liability under this paragraph. Payments by CARRIER COMPANY to LOGISTICS COMPANY or its customer or beneficial cargo owner, pursuant to the provisions of this section, shall be made within thirty (30) days following receipt by CARRIER COMPANY’S of LOGISTICS COMPANY’S or associated parties undisputed claim and supporting documentation. Exclusions from coverage contained by CARRIER COMPANY’S cargo insurance as required herein shall not affect CARRIER COMPANY’S liability for loss, damage, or delay.
IX.) INSURANCE- Unless otherwise set forth in this agreement, CARRIER COMPANY shall procure and maintain, at its sole cost and expense, the following insurance coverage(s)
a. Public Liability/Property – Public liability and property damage coverage/insurance from a reputable and financially responsible insurance company. Amount of coverage shall not be less than $1,000,000 (USD) per occurrence, or a larger amount as required by law.
b. Commercial General Liability – Commercial general liability coverage/insurance from a reputable and financially responsible insurance company. Amount of coverage shall not be less than $1,000,000 (USD) per occurrence. This insurance shall cover the transportation of shipments and other operations under this agreement, and cover CARRIER COMPANY’S contractual liability under this agreement.
c. All Risk Broad Form Motor Truck Cargo Legal Liability – Aka “Cargo” insurance. Amount of coverage shall not be less than $1,000,000 (USD) per occurrence. The coverage shall have no exclusion or restrictions of any type that would foreseeably preclude coverage relating to cargo claims. The coverage provided under the policy shall have no exclusions or restrictions of any type that would foreseeably preclude coverage relating to cargo claims.
d. Statutory Workers’ Compensation Insurance - Coverage in such amounts and in such form as required by applicable state law.
e. CARRIER COMPANY shall furnish to LOGISTICS COMPANY written certificates obtained from the insurer showing that such insurance has been obtained, is being properly maintained, listing the policy expiration date, and specifying that written notice of cancellation or modification of the policies shall be given to LOGISTICS COMPANY at least thirty (30) days prior to such cancellation or modification. In addition, LOGISTICS COMPANY and Customer shall be named as additional insured parties on CARRIER COMPANY’S cargo and liability policies as loss payees as evidenced by an endorsement on the certificates of insurance. Upon request, CARRIER COMPANY shall provide LOGISTICS COMPANY with copies of the applicable insurance policies.
X.) LOSS/INDEMNITY – CARRIER COMPANY shall defend, indemnify, and hold LOGISTICS COMPANY harmless from and against all loss, liability, damage, claim, fine, cost or expense, including reasonable attorney's fees, arising out of or in any way related to the performance or breach of this Agreement by CARRIER COMPANY, its employees or independent contractors working for CARRIER COMPANY (collectively, referred to as “Claims”), including, but not limited to:
a. Claims for or related to personal injury (including death), property damage and CARRIER COMPANY’S possession, use, maintenance, custody or operation of the Equipment; provided,
b. CARRIER COMPANY’S indemnification and hold harmless obligations under this paragraph will not apply to any portion of such Claim attributable to the gross negligence or willful misconduct of LOGISTICS COMPANY or the Customer.
XI.) SUBCONTRACT(ING) PROHIBITION – CARRIER COMPANY specifically agrees that all freight tendered to it by LOGISTICS COMPANY shall be transported on equipment operated only under the authority of CARRIER COMPANY, and that CARRIER COMPANY shall not in any manner subcontract, broker, or in any other form arrange for the freight to be transported by a third party without the prior written consent of LOGISTICS COMPANY.
XII.) REMEDY WAIVER - CARRIER COMPANY and LOGISTICS COMPANY expressly waive any and all rights and remedies allowed under 49 U.S.C. § 14101 to the extent that such rights and remedies conflict with the terms set fourth in this agreement. Failure of LOGISTICS COMPANY to insist upon CARRIER COMPANY’S performance under this agreement or to exercise any right or privilege, shall not be a waiver of any LOGISTICS COMPANY’S rights or privileges herein.
XIII.) CONFIDENTIALITY/NONSOLICITATION - Unless otherwise set forth in writing as an addendum to this agreement, neither of PARTY COMPANYS may disclose the terms of this Agreement to a third party without the written consent of the other party except (1) as required by law or regulation; (2) disclosure is made to its parent, subsidiary or affiliate company; or (3) to facilitate rating or auditing of transportation charges by an authorized agent and such agent agrees to keep the terms of the Agreement confidential. CARRIER COMPANY will not accept traffic from any shipper, consignor, consignee or customer of LOGISTICS COMPANY where:
a.) (1) The availability of such traffic first became known to CARRIER COMPANY as a result of LOGISTICS COMPANY’S efforts
b.) (2) The traffic of the shipper, consignor, consignee or Customer of LOGISTICS COMPANY was first tendered to CARRIER COMPANY by LOGISTICS COMPANY. If CARRIER COMPANY breaches this Agreement and moves shipments obtained directly from customers of LOGISTICS COMPANY during the term of this Agreement or for twelve (12) months thereafter without utilizing the services of LOGISTICS COMPANY, CARRIER COMPANY shall be obligated to pay LOGISTICS COMPANY, for a period of twelve (12) months thereafter, commission in the amount of twenty five percent (25%) of the transportation margin (revenue less expense) resulting from freight transportation for the engaged party, and CARRIER COMPANY shall provide LOGISTICS COMPANY with all documentation requested by LOGISTICS COMPANY to verify such transportation margin. CARRIER COMPANY shall not utilize LOGISTICS COMPANY or the party’s name or identity in any advertising or promotional communications without confirmation of LOGISTICS COMPANY’S consent.
XIV.) ASSIGNMENT/MODIFICATION OF AGREEMENT – This agreement may not be assigned or transferred in whole or in part, and supersedes all other agreements and all tariffs, rules, rates, classifications and schedules published, filed, or otherwise maintained by CARRIER COMPANY. This agreement shall be binding upon and inure to the benefit of the parties herein.
XV.) DISPUTE RESOLUTION - This agreement shall be deemed to have been drawn in accordance with the statutes and laws of the State of Florida and in the event of any disagreement or dispute, the laws of Florida shall apply and suit must be brought in Marion County, Florida.
XVI.) SEVERABILITY - In the event that the operation of any portion of this agreement results in a violation of any law, the parties agree that such portion shall be severable and that the remaining provisions of this agreement shall continue in full force and effect. The violating portion shall be enumerated by discovering party in writing via email, and amended version of this document presented by discovering party for viewing and ratification by PARTY COMPANIES.
"LOGISTICS COMPANY" - BLACK FOX GLOBAL, LLC