pioneer transfer carrier packet 112714 transfer carrier packet x1.pdf · pioneer transfer carrier...

VITAL STATISTICS:• MC 212834

• Stable, long-term company founded in 1988

• Headquartered in Sioux City, Iowa

• $250,000 TIA Surety Bond—the highest available TIA bond

• EIN: 38-3848289

• Dun & Bradstreet number: 19-521-6916

• Internet Truckstop® average days to pay: 24/Experience factor: A

•DAT credit score: 101

• Getloaded® credit score: 103

• TIA member since 1989–TIA Performance Certified

• Gold Book Broker

• Red Book Business Character award

• Carrier payments in 20 days or less

• Quick pay and fuel advance payment options

• Send freight bills to: PO Box 2567, Sioux City, IA 51106

Our carriers are so happy with us, they don’t mind if you

give them a call to check us out:

• United Express, CA p. 209.825.2678 f. 209.835.0020

• Te Slaa Trucking, IA p. 712.439.1382 f. 712.439.1209

• Hiel Trucking, IL p. 309.775.3333 f. 309.775.3336

• Double K Trucking, WI p. 920.318.1803 f. 262.502.0726

• PW’s Trucking, VA p. 540.878.9998 f. 540.937.7523

• Deol Trans, IN p. 317.640.0828 f. 317.776.7775

PIOneerTrAnSfer:reliable. Dependable. Trustworthy.

CArrIer PACKeT

800.325.4650

PIOneer TrAnSfer CArrIer PACKeT 2

Please send this completed form, proof of insurance, copy of MC authority (if you have been re-entitled or reinstated, we will need a copy of the original authority as well), signed contract, voided check if selecting ACH payment, references, and work comp form to 888/204-9707 for set up.

CARRIER: ____________________________________________________ MC: ____________________________ ADDRESS: ________________________________________________________________________________________ TELEPHONE: ___________________________ 800: _______________________ FAX: ________________________ EMAIL: ______________________________________________ EMERGENCY NUMBER: _______________________ FEDERAL ID NUMBER: ___________________________ DOT NUMBER: __________________________ ARE YOU A (Please circle one): CORPORATION PARTNERSHIP INDIVIDUAL LIMITED LIABILITY CORP EQUIPMENT: Van Reefer Flatbed Step Deck SD w/ramp Other: ______________________________________ CARRY HAZARDOUS MATERIALS? No Yes (If yes, include certificate) DO DRIVERS HAVE TWIC CARDS? No Yes (If yes, how many? ______) YOUR CARGO INSURANCE AGENT PHONE: ___________________________ FAX: __________________________ YOUR LIABILITY INSURANCE AGENT PHONE: __________________________ FAX: __________________________ YOUR WORKMAN’S COMP INSURANCE AGENT PHONE: _________________ FAX: __________________________ We require certificates of insurance showing us as certificate holder: Pioneer Transfer, LLC P O Box 2567 Sioux City, IA 51106

PAYMENT OPTIONS – Failure to select will result in 20-day pay, paper check 1. _____ QUICK PAY* -- All invoices will be paid the day after receipt of the invoice, clear original paperwork, and signed load confirmation. There is a 3% processing fee per invoice for this service. If you are currently factoring, you are not eligible for quick pay. 2. _____ 20-DAY PAY** -- All invoices will be paid within 20 days of receipt of the invoice, clear paperwork, and signed load confirmation.

PAYMENT METHOD – Failure to select will result in paper check

_____ Check via US Mail (no charge) _____ ACH Deposit to your bank account – USA carriers only ($5.50 per transaction) Must send copy of voided check or payment method will default to paper check. ACCOUNT NAME: ________________________________ BANK NAME: __________________________BANK ADDRESS: _____________________________ BANK PHONE: _________________________BANK FAX: ________________________________ BANK ROUTING NUMBER (ABA): ____________________________________________ ACCOUNT NUMBER: _______________________________________ I authorize my financial institution to release information to verify account and routing numbers if ACH electronic direct deposit is selected. I authorize quick pay fees if Quick Pay is chosen. I certify that the above information is true and correct to the best of my knowledge, and I have the authority to sign this document. ________________________________________ ___________________________________________ ___________ Signature Printed Name/Title Date

PIOneer TrAnSfer CArrIer PACKeT 3

WORKER’S COMPENSATION

Most states require all employers to purchase worker’s compensation insurance covering their employees. Pioneer Transfer, LLC is required by its insurer to obtain evidence of worker’s compensation insurance from independent contractors or to have documentation of evidence of your election. TYPE OF YOUR ORGANIZATION: (Circle one) Sole Proprietorship Partnership Corporation YES, we currently carry WORKER’S COMPENSATION INSURANCE: Insurance Company: ______________________________________________________ Insurance Phone: _____________________ Insurance Fax: _____________________ Contact Name: ___________________________________________________________ Policy Number: _______________________ Expiration Date: ____________________

(Please include copy of Worker’s Compensation certificate.)

▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ NO, we currently elect NOT to carry WORKER’S COMPENSATION INSURANCE. _____ CERTIFICATION: This is to certify that we have elected to not cover our owners, partners, or officers under the worker’s compensation laws. We certify that we have no employees and use no independent contractors. Based upon the election not to cover owners, partners or officers, the fact there are no other employees and that no independent contractors are used, a worker’s compensation policy is not purchased. _____ CERTIFICATION: This is to certify that we have elected to not cover our owners, partners, or officers under the worker’s compensation laws. We certify that we have no employees but use independent contractors who have provided us with their worker’s compensation certificates or signed waivers. AGREEMENT: We promise in consideration for work received from Pioneer Transfer, LLC, that if we choose to change our election, if any employee is hired, or if any independent contractor used, then a certificate of insurance evidencing worker’s compensation coverage will be furnished prior to the commencement of any work. THIS IS IN EFFECT FROM THE DATE SIGNED UNTIL WRITTEN DOCUMENTATION FROM US IS RECEIVED AT PIONEER TRANSFER, LLD, P O BOX 2567, SIOUX CITY, IA 51106. We agree to hold harmless and indemnify Pioneer Transfer, LLC and any of its affiliates against any award by a Worker’s Compensation Court, similar administrative body, or court of law. COMPANY NAME: _________________________________________________________________________________ SIGNATURE: ______________________________________________________________________________________ PRINTED NAME: ________________________________________ TITLE: __________________________________ COMPANY MC#: _________________________________ DATE: _______________ ------______________________

** MUST COMPLETE THIS FORM AND RETURN **

4PIOneer TrAnSfer CArrIer PACKeT

PIONEER TRANSFER, LLC2034 So St Aubin St PO Box 2567 Sioux City, IA 51106 Phone: 712/274-2332 Fax: 888/204-9707

BROKER / MOTOR CARRIER AGREEMENT – US/CANADATHIS AGREEMENT is entered into this day of , 20___, by and between PIONEER TRANSFER LLC ("BROKER"), a Registered Property Broker, License No. MC-212834, and , a Registered Motor Carrier, D.O.T. Permit/Certificate No. _____________, ("CARRIER"); collectively the "Parties." ("Registered" means operated under authority issued by the Federal Motor Carrier Safety Administration or its predecessor agencies, within the U.S. Department of Transportation and under a National Safety Code Number and Safety Rating issued by the applicable Provincial Authority in a province or territory of Canada.) (NOTE: Unless stated otherwise, the provisions of this Agreement apply to both US and Canadian motor carriers. Bold font is used for emphasis only.)

A. CARRIER REPRESENTS AND WARRANTS THAT IT1) Is a Registered Motor Carrier of Property authorized to provide transportation of property under contracts with shippers and receivers and/or brokers of

general commodities; is authorized to transport freight under applicable federal/provincial laws and regulations of Canada.2) Shall transport the property, subject to the terms of this Agreement;3) Makes the representations herein for the purpose of inducing BROKER to enter into this Agreement;4) Has and will maintain cargo, personal injury, public liability, motor vehicle liability (including but not limited to hired and non-owned motor vehicles),

insurance as described below, which covers the risks referred to in Pars. A8, A12 and C3 and C4;5) Will not insert, nor authorize a SHIPPER to insert BROKER'S name on a bill of lading as the SHIPPER or CARRIER without BROKER'S express written

consent and agrees that shipper’s insertion of BROKER’S name as carrier on the bill of lading shall be for shipper’s convenience only and does not change BROKER’S status as a property broker or CARRIER’S status as a motor carrier;

6) Has authorized the person signing this Agreement to do so;7) Will not assign, re-broker, co-broker, subcontract, interline, or transfer the transportation of shipments with any other motor carrier or entity conducting

business under a different operating authority, or by substituted service with any railroad or other modes of transportation, or warehouse the shipments hereunder, without prior written consent of BROKER. If CARRIER breaches this provision, BROKER shall have the right of paying the monies it owes CARRIER directly to the delivering carrier in lieu of payment to CARRIER. Upon BROKER’S payment to delivering carrier, CARRIER shall not be released from any liability to BROKER under this Agreement. “Delivering Carrier” means the carrier that physically transported the freight. In addition to the indemnity obligation below, CARRIER will be liable for consequential damages for violation of this provision;

8) (a) Is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: owner/operator lease regulations; loading and securement of freight regulations; implementation, maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations; sanitation, temperature, and contamination requirements for transporting food, perishable, and other products; qualification, licensing, and training of drivers for any non-hazardous as well as hazardous materials shipments; implementation, and maintenance of equipment safety regulations; maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; will provide driver(s) with enough available hours of service to pick up and complete delivery of the tendered load(s) within time frame(s) requested by BROKER and/or its CUSTOMER(s) without violating the FMCSA hours of service regulations contained in applicable federal or provincial regulations; will comply with all applicable insurance laws and regulations including but not limited to workers’ compensation;

(b) Is solely responsible for any and all management, governing, discipline, direction, and control of its employees, owner/operators, and equipment with respect to operating within all applicable federal, state, and provincial legal and regulatory requirements to ensure the safe operation of CARRIER’s vehicles, drivers, and facilities. CARRIER and BROKER agree that safe and legal operation of the CARRIER and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and information from BROKER or BROKER’S customer(s) with respect to any shipment at any time;

9) Does not have an "Unsatisfactory" safety rating issued by the Federal Motor Carrier Safety Administration, U.S. Department of Transportation, and will notify BROKER in writing immediately of any changes in the rating; has not been, is not being investigated for, nor is currently subject to any fines or disciplinary action by any governmental agency (state, or federal) related to the enforcement of any safety laws and regulations; IN ADDITION, A CANADIAN CARRIER will have and maintain a “Carrier Safety Rating” (CSR) issued by the applicable Ministry of Transportation that is “Satisfactory-Unaudited” or better, and/or a “Satisfactory” Safety Rating (“SR”) issued by the provincial regulatory authority in the province in which the CARRIER has base-plated its vehicles if the carrier is an extra-provincial motor carrier as defined under the Motor Vehicle Transport Act (Canada);

10) Will notify BROKER immediately if: (a) CARRIER’S Federal US Operating Authority or corporate charter, or CARRIER’S CSR or SR issued by a Provincial Authority, or corporate charter in Canada is threatened to be or is revoked, suspended or rendered inactive for any reason; and (b) will stop all transport if an event in (a) occurs until receipt of written instructions from BROKER; (c) if CARRIER is sold, or if there is a change in control of CARRIER; and/or (d) any of its insurance required hereunder is threatened to be or is terminated, cancelled, suspended, or revoked for any reason;

11) Will defend, indemnify, and hold BROKER and its customers harmless and pay BROKER or BROKER’S customer on demand from any claims (including cargo loss and damage, theft, and/or delay), losses, damages, fines, or liability of any kind for damage to freight, personal injury, death, and/or property damage (including, but not limited to, reasonable attorney's fees) arising out of CARRIER’S performance of, or violation of, any of the terms of this Agreement. CARRIER’s indemnity obligations include (but are not limited to) all costs and expenses including reasonable attorney fees, resulting from replacement services arising out of any default by CARRIER. Neither Party shall be liable to the other for any claims, actions or damages due to the negligence or intentional act of the other Party or the shipper. The obligation to defend shall include all costs of defense as they accrue;

12) (a) Shall comply with all applicable laws and regulations relating to the transportation of Hazardous Materials as defined in 49 CFR. § 172.800, §173, and §397, et seq. (including any amendments) to the extent that any shipments hereunder constitute Hazardous Materials. CARRIER shall be solely responsible for any violation of the applicable laws and regulations, and shall defend, indemnify, and hold BROKER and its customers harmless and pay BROKER or BROKER’S customers on demand from any claims, losses, damages or liability incurred, including, but not limited to, reasonable attorney’s fees arising from any non-compliance;

(b) Shall comply with all applicable federal and/or provincial laws and regulations pertaining to transportation of “Dangerous Goods” for shipments originating in Canada and delivered in Canada or the US;

13) Expressly authorizes BROKER to invoice CARRIER’S freight charges to shipper, consignee, or third parties responsible for payment and to accept payment from shippers (or others obligated to pay) for CARRIER’S services, and waives all rights to collection from shippers (or others obligated to pay) for those services upon receipt of payment of its freight charges from BROKER ;

14) Has investigated, monitors, and agrees to conduct business hereunder based on the credit-worthiness of BROKER and is granting BROKER credit terms accordingly;

15) In the case of shipments that are transported between the United States and Canada, CARRIER shall hold bonded carrier status and be duly licensed and qualified under relevant customs and border security laws, and be knowledgeable with respect to customs clearance procedures including identification of manifests, commercial invoices and customs documents as required for shipments moving between the US and Canada

16) For Intra-Canadian (between provinces) or intra-provincial shipments, CARRIER’s equipment will be owned and/or controlled by a Canadian Carrier, and registered, licensed, maintained, and operated pursuant to applicable Canadian federal and provincial laws and regulations.

B. BROKER RESPONSIBILITIES:1. SHIPMENTS, BILLING & RATES: BROKER agrees to solicit and obtain freight transportation business for CARRIER to the mutual benefit of CARRIER

and BROKER, and shall offer CARRIER at least three (3) loads/shipments annually. BROKER shall inform CARRIER of (a) place of origin and destination of all shipments; and (b) if applicable, any time- or temperature-sensitivity instructions, special shipping and handling instructions, or special insurance or equipment requirements provided BROKER has timely received such information from SHIPPER.

2. BROKER agrees to conduct all billing services to shippers, consignees, or other party responsible for payments. CARRIER shall invoice BROKER for its (CARRIER) charges, as mutually agreed in writing or by fax or electronic means, contained in BROKER'S Rate Confirmation Sheet(s) and incorporated herein by reference. Additional rates for truckload or LTL shipments, or modifications or amendments of the above rates, or additional rates, may be established to meet changing market conditions, shipper requirements, BROKER requirements, and/or specific shipping schedules as mutually agreed upon, and shall be confirmed in writing (or by fax or email with electronic receipt) by both Parties. Any such changes in rates shall automatically be incorporated herein by reference as part of BROKER’S Rate Confirmation Sheet(s). CARRIER'S schedule of rates and charges shall be provided by CARRIER to BROKER in writing (fax, mail, or email), and shall include all rates, classifications, rules and practices upon which any rate applicable to the shipments transported under this Agreement is based, and no part thereof shall be amended, modified or changed to affect agreed- upon rates without mutual written consent of the Parties.

3. Additionally, any rates which may be verbally agreed upon shall be deemed confirmed in writing where CARRIER has billed the agreed rate and BROKER has paid it. All written confirmations of rates, including confirmations by billing and payment, shall be incorporated herein by reference. Unless specifically agreed to in writing, no rates or charges, including, but not limited to, stop-offs, loading or unloading, fuel surcharges or other accessorial charges, detention charges, "released rates," or "limited liability" rates or values or tariff rates, other than those mutually agreed upon by the Parties herein, shall be valid.

4. PAYMENT: (a) BROKER agrees to pay CARRIER for its services rendered hereunder upon written receipt of clear (no over, short, damage (OSD)) proof of delivery (bill of lading or delivery receipt), signed BROKER’s load confirmation, and freight bill, in accordance with the rates set forth above, or as otherwise agreed in writing, within twenty (20) days of receipt of CARRIER'S invoice, provided invoice and other required documentation is received no later than 60 days after date of delivery, or scheduled date of delivery of the freight whichever is earlier. CARRIER expressly waives its right to collection for failure to deliver timely invoicing and other required documentation within the 60-day period. Arbitration or litigation action for alleged nonpayment for CARRIER services hereunder must be commenced within one year (two years for Canadian carriers) of date of delivery or scheduled date of delivery whichever is earlier in order to avoid being permanently barred. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay CARRIER. Upon receipt of payment from BROKER of any amounts owed to CARRIER arising out of this Agreement, CARRIER automatically assigns all of its rights to payment from shippers, consignees, or third parties to BROKER.

(b) Except when delivery of freight is rejected by consignee(s), and stored/warehoused at direction or approval of BROKER or shipper, CARRIER shall neither have nor claim any lien rights against freight transported under this Agreement. Liens for storage/warehousing shall be limited to the freight subject of the lien. CARRIER’S lien rights shall be released and are automatically assigned to BROKER upon receipt of payment by CARRIER or warehouse for any such storage/warehousing.

(c) CARRIER agrees to transport freight for BROKER, under the terms of CARRIER’s own carrier authority, at the rate mutually agreed upon in writing, by fax, or by electronic means, contained in BROKERS’s Load Confirmation Sheet(s). CARRIER agrees that BROKER is the sole party responsible for payment of CARRIER invoices and that, under no circumstances, will CARRIER seek payment from the shipper or consignee, or any party responsible for payment. BROKER and CARRIER shall use their best efforts to ensure the accuracy of all freight charge billings tendered by BROKER to customers for transportation services performed by CARRIER. BROKER shall have the right to audit, from time to time, any and all freight charge billings by CARRIER, and CARRIER shall cooperate fully with the conduct of such audits.

5. BOND: BROKER shall maintain a surety bond/trust fund as agreed to in the minimum amount of $75,000 and on file with the Federal Motor Carrier Safety Administration (FMCSA) in the form and amount not less than that required by that agency’s regulations.

6. BROKER’S responsibility is limited to arranging for, but not actually performing, transportation of a shipper’s freight.

C. CARRIER RESPONSIBILITIES:1. EQUIPMENT: All shipments tendered by a shipper or customer to CARRIER, procured by BROKER under the terms of this Agreement, shall be

accepted by CARRIER for transportation, provided such shipment does not exceed the capacity (weight or cubic volume) of CARRIER'S equipment. Subject to its representations and warranties in Paragraph A above, CARRIER agrees to provide the necessary equipment and qualified personnel for completion of the transportation services required for BROKER and/or its customers. CARRIER’S equipment shall be clean, odor-free, dry, leak proof, and free of contamination and infestation, and no trailer or other vehicle that is used to provide transportation services under this Agreement shall have been used to transport refuse, garbage, trash, or solid or liquid waste of any kind whatsoever, whether hazardous or non-hazardous, or any toxic or noxious substances. CARRIER agrees that all shipments will be transported and delivered with reasonable dispatch, or as otherwise agreed. CARRIER certifies that all equipment operating in California is CARB (California Air Resources Board) compliant and that it is compliant with current requirements for the TRU (Transport Refrigeration Unit) and ATCM (Airborne Toxic Control Measure) programs.

2. BILLS OF LADING: (a) For shipments originating in the United States for delivery in Canada under a “through” bill of lading, CARRIER shall issue a bill of lading, produced by shipper or CARRIER in compliance with 49 CFR §373.101 (and any amendments hereto), for the property it receives for transportation under this Agreement. Unless otherwise agreed in writing, CARRIER shall become fully responsible/liable for the freight when it takes/receives possession thereof, and the trailer(s) is loaded and ready for transport, regardless of whether a bill of lading has been issued, and/or signed, and/or delivered to CARRIER, and which responsibility/liability continues until delivery to consignee at destination and consignee signs bill of lading or delivery receipt and delivers it to CARRIER. Any terms of the bill of lading inconsistent with the terms of this Agreement (including but not limited to payment and credit terms, released rates or released value) shall be controlled by the terms of this Agreement. Failure to issue a bill of lading or sign a bill of lading acknowledging receipt of the cargo by CARRIER shall not affect the liability of CARRIER.

(b) If a consignee refuses a shipment, or CARRIER is unable to deliver it for any reason, CARRIER’S liability as a warehouseman shall not begin until CARRIER has provided 24-hour prior written notification of request for directions, and if no other directions are received, either has placed the shipment in a BROKER-approved public warehouse, or in CARRIER’s terminal or storage facility under reasonable security.

(c) SHIPMENTS ORIGINATING IN CANADA TO BE DELIVERED IN US: CARRIER shall issue a uniform standard bill of lading for freight tendered to it for transportation and the services related to that shipment, under this Agreement, and shall be liable to the person entitled to recover under the bill of lading. CARRIER’s liability shall be determined by federal and/or other provincial laws of Canada.

(d) The terms of Subps. 2(a) and 2(b) above shall be applicable if not prohibited by federal or provincial laws of Canada.3. ADDITIONAL RESPONSIBILITIES FOR CANADIAN CARRIERS: CARRIER shall be responsible and liable for all of its employees and independent

contractors providing services to BROKER hereunder. CARRIER shall pay and accept full and exclusive liability for the assessments or contributions imposed on CARRIER by the Unemployment Insurance Act, Canada Pension Act, Income Tax Act, and any provincial workplace safety, insurance, or similar laws or regulations. CARRIER, its employees, and/or independent contractors, or subcontractors shall not be entitled to receive from BROKER, any regular pay, vacation pay, overtime pay, severance pay or any workers’ compensation, unemployment benefits, or any other benefits of any kind. CARRIER shall furnish to BROKER immediately upon request, proof of compliance with any workers compensation, unemployment, or other employee-related laws/regulations required under Canadian federal or provincial laws/regulations. Canadian drivers shall be trained, licensed, and qualified to operate motor vehicles under applicable Canadian federal and provincial laws and regulations.

4. Except when delivery of freight is rejected by consignee(s), and stored/warehoused at direction or approval of BROKER or BROKER’s customer, US CARRIERS operating in USA or in Canada under a through bill of lading originating in the USA shall neither have nor claim any lien rights against freight transported under this Agreement. Liens for storage/warehousing shall be limited to the freight subject of the lien. In the event CARRIER provides warehousing services, warehouseman’s lien rights (if any) shall be released and are automatically assigned (or subrogated) to BROKER, upon receipt of payment by warehouseman for any such storage/warehousing. Canadian CARRIER’s lien rights while operating in Canada or in USA under a through bill of lading originating in Canada shall be subject to applicable federal and provincial laws and regulations and shall be waived to the extent not prohibited by the laws of Canada and its provinces.

5. LOSS & DAMAGE CLAIMS:a) CARRIER shall comply with 49 CFR §370.1 et seq. and any amendments and/or any other applicable regulations issued or adopted by the Federal Motor

Carrier Safety Administration, U.S. Department of Transportation, or any applicable state regulatory agency for processing all loss and damage claims and salvage, which arise out of the discharge of CARRIER'S duties and responsibilities hereunder; and

b) CARRIER'S liability for any freight damage, loss, or theft from any cause (regardless of the type of operating authority it has) shall be determined under the Carmack Amendment, 49 U.S.C. §14706; and

c) Special Damages: Any liability of CARRIER under Pars. A11 and 12 shall include legal fees which may exceed damages under Par (A) above and shall constitute special damages, the risk of which is expressly assumed by CARRIER, and which shall not be limited by any liability of CARRIER; and

d) CARRIER assumes all risk of loss and shall indemnify and hold BROKER and BROKER’s customer harmless from any liability arising out of violation of Par. A (7), including consequential damages, costs, expenses and reasonable attorney fees. At BROKER’S sole option and not in limitation of any other remedy


2. BROKER agrees to conduct all billing services to shippers, consignees, or other party responsible for payments. CARRIER shall invoice BROKER for its (CARRIER) charges, as mutually agreed in writing or by fax or electronic means, contained in BROKER'S Rate Confirmation Sheet(s) and incorporated herein by reference. Additional rates for truckload or LTL shipments, or modifications or amendments of the above rates, or additional rates, may be established to meet changing market conditions, shipper requirements, BROKER requirements, and/or specific shipping schedules as mutually agreed upon, and shall be confirmed in writing (or by fax or email with electronic receipt) by both Parties. Any such changes in rates shall automatically be incorporated herein by reference as part of BROKER’S Rate Confirmation Sheet(s). CARRIER'S schedule of rates and charges shall be provided by CARRIER to BROKER in writing (fax, mail, or email), and shall include all rates, classifications, rules and practices upon which any rate applicable to the shipments transported under this Agreement is based, and no part thereof shall be amended, modified or changed to affect agreed- upon rates without mutual written consent of the Parties.

3. Additionally, any rates which may be verbally agreed upon shall be deemed confirmed in writing where CARRIER has billed the agreed rate and BROKER has paid it. All written confirmations of rates, including confirmations by billing and payment, shall be incorporated herein by reference. Unless specifically agreed to in writing, no rates or charges, including, but not limited to, stop-offs, loading or unloading, fuel surcharges or other accessorial charges, detention charges, "released rates," or "limited liability" rates or values or tariff rates, other than those mutually agreed upon by the Parties herein, shall be valid.

4. PAYMENT: (a) BROKER agrees to pay CARRIER for its services rendered hereunder upon written receipt of clear (no over, short, damage (OSD)) proof of delivery (bill of lading or delivery receipt), signed BROKER’s load confirmation, and freight bill, in accordance with the rates set forth above, or as otherwise agreed in writing, within twenty (20) days of receipt of CARRIER'S invoice, provided invoice and other required documentation is received no later than 60 days after date of delivery, or scheduled date of delivery of the freight whichever is earlier. CARRIER expressly waives its right to collection for failure to deliver timely invoicing and other required documentation within the 60-day period. Arbitration or litigation action for alleged nonpayment for CARRIER services hereunder must be commenced within one year (two years for Canadian carriers) of date of delivery or scheduled date of delivery whichever is earlier in order to avoid being permanently barred. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay CARRIER. Upon receipt of payment from BROKER of any amounts owed to CARRIER arising out of this Agreement, CARRIER automatically assigns all of its rights to payment from shippers, consignees, or third parties to BROKER.

(b) Except when delivery of freight is rejected by consignee(s), and stored/warehoused at direction or approval of BROKER or shipper, CARRIER shall neither have nor claim any lien rights against freight transported under this Agreement. Liens for storage/warehousing shall be limited to the freight subject of the lien. CARRIER’S lien rights shall be released and are automatically assigned to BROKER upon receipt of payment by CARRIER or warehouse for any such storage/warehousing.

(c) CARRIER agrees to transport freight for BROKER, under the terms of CARRIER’s own carrier authority, at the rate mutually agreed upon in writing, by fax, or by electronic means, contained in BROKERS’s Load Confirmation Sheet(s). CARRIER agrees that BROKER is the sole party responsible for payment of CARRIER invoices and that, under no circumstances, will CARRIER seek payment from the shipper or consignee, or any party responsible for payment. BROKER and CARRIER shall use their best efforts to ensure the accuracy of all freight charge billings tendered by BROKER to customers for transportation services performed by CARRIER. BROKER shall have the right to audit, from time to time, any and all freight charge billings by CARRIER, and CARRIER shall cooperate fully with the conduct of such audits.

5. BOND: BROKER shall maintain a surety bond/trust fund as agreed to in the minimum amount of $75,000 and on file with the Federal Motor Carrier Safety Administration (FMCSA) in the form and amount not less than that required by that agency’s regulations.

6. BROKER’S responsibility is limited to arranging for, but not actually performing, transportation of a shipper’s freight.

C. CARRIER RESPONSIBILITIES:1. EQUIPMENT: All shipments tendered by a shipper or customer to CARRIER, procured by BROKER under the terms of this Agreement, shall be

accepted by CARRIER for transportation, provided such shipment does not exceed the capacity (weight or cubic volume) of CARRIER'S equipment. Subject to its representations and warranties in Paragraph A above, CARRIER agrees to provide the necessary equipment and qualified personnel for completion of the transportation services required for BROKER and/or its customers. CARRIER’S equipment shall be clean, odor-free, dry, leak proof, and free of contamination and infestation, and no trailer or other vehicle that is used to provide transportation services under this Agreement shall have been used to transport refuse, garbage, trash, or solid or liquid waste of any kind whatsoever, whether hazardous or non-hazardous, or any toxic or noxious substances. CARRIER agrees that all shipments will be transported and delivered with reasonable dispatch, or as otherwise agreed. CARRIER certifies that all equipment operating in California is CARB (California Air Resources Board) compliant and that it is compliant with current requirements for the TRU (Transport Refrigeration Unit) and ATCM (Airborne Toxic Control Measure) programs.

2. BILLS OF LADING: (a) For shipments originating in the United States for delivery in Canada under a “through” bill of lading, CARRIER shall issue a bill of lading, produced by shipper or CARRIER in compliance with 49 CFR §373.101 (and any amendments hereto), for the property it receives for transportation under this Agreement. Unless otherwise agreed in writing, CARRIER shall become fully responsible/liable for the freight when it takes/receives possession thereof, and the trailer(s) is loaded and ready for transport, regardless of whether a bill of lading has been issued, and/or signed, and/or delivered to CARRIER, and which responsibility/liability continues until delivery to consignee at destination and consignee signs bill of lading or delivery receipt and delivers it to CARRIER. Any terms of the bill of lading inconsistent with the terms of this Agreement (including but not limited to payment and credit terms, released rates or released value) shall be controlled by the terms of this Agreement. Failure to issue a bill of lading or sign a bill of lading acknowledging receipt of the cargo by CARRIER shall not affect the liability of CARRIER.

(b) If a consignee refuses a shipment, or CARRIER is unable to deliver it for any reason, CARRIER’S liability as a warehouseman shall not begin until CARRIER has provided 24-hour prior written notification of request for directions, and if no other directions are received, either has placed the shipment in a BROKER-approved public warehouse, or in CARRIER’s terminal or storage facility under reasonable security.

(c) SHIPMENTS ORIGINATING IN CANADA TO BE DELIVERED IN US: CARRIER shall issue a uniform standard bill of lading for freight tendered to it for transportation and the services related to that shipment, under this Agreement, and shall be liable to the person entitled to recover under the bill of lading. CARRIER’s liability shall be determined by federal and/or other provincial laws of Canada.

(d) The terms of Subps. 2(a) and 2(b) above shall be applicable if not prohibited by federal or provincial laws of Canada.3. ADDITIONAL RESPONSIBILITIES FOR CANADIAN CARRIERS: CARRIER shall be responsible and liable for all of its employees and independent

contractors providing services to BROKER hereunder. CARRIER shall pay and accept full and exclusive liability for the assessments or contributions imposed on CARRIER by the Unemployment Insurance Act, Canada Pension Act, Income Tax Act, and any provincial workplace safety, insurance, or similar laws or regulations. CARRIER, its employees, and/or independent contractors, or subcontractors shall not be entitled to receive from BROKER, any regular pay, vacation pay, overtime pay, severance pay or any workers’ compensation, unemployment benefits, or any other benefits of any kind. CARRIER shall furnish to BROKER immediately upon request, proof of compliance with any workers compensation, unemployment, or other employee-related laws/regulations required under Canadian federal or provincial laws/regulations. Canadian drivers shall be trained, licensed, and qualified to operate motor vehicles under applicable Canadian federal and provincial laws and regulations.

4. Except when delivery of freight is rejected by consignee(s), and stored/warehoused at direction or approval of BROKER or BROKER’s customer, US CARRIERS operating in USA or in Canada under a through bill of lading originating in the USA shall neither have nor claim any lien rights against freight transported under this Agreement. Liens for storage/warehousing shall be limited to the freight subject of the lien. In the event CARRIER provides warehousing services, warehouseman’s lien rights (if any) shall be released and are automatically assigned (or subrogated) to BROKER, upon receipt of payment by warehouseman for any such storage/warehousing. Canadian CARRIER’s lien rights while operating in Canada or in USA under a through bill of lading originating in Canada shall be subject to applicable federal and provincial laws and regulations and shall be waived to the extent not prohibited by the laws of Canada and its provinces.

5. LOSS & DAMAGE CLAIMS:a) CARRIER shall comply with 49 CFR §370.1 et seq. and any amendments and/or any other applicable regulations issued or adopted by the Federal Motor

Carrier Safety Administration, U.S. Department of Transportation, or any applicable state regulatory agency for processing all loss and damage claims and salvage, which arise out of the discharge of CARRIER'S duties and responsibilities hereunder; and

b) CARRIER'S liability for any freight damage, loss, or theft from any cause (regardless of the type of operating authority it has) shall be determined under the Carmack Amendment, 49 U.S.C. §14706; and

c) Special Damages: Any liability of CARRIER under Pars. A11 and 12 shall include legal fees which may exceed damages under Par (A) above and shall constitute special damages, the risk of which is expressly assumed by CARRIER, and which shall not be limited by any liability of CARRIER; and

d) CARRIER assumes all risk of loss and shall indemnify and hold BROKER and BROKER’s customer harmless from any liability arising out of violation of Par. A (7), including consequential damages, costs, expenses and reasonable attorney fees. At BROKER’S sole option and not in limitation of any other remedy hereunder, BROKER may pay directly the delivering carrier in lieu of payment to CARRIER.

e) Except as provided in Par A(7) above, neither Party shall be liable to the other for consequential damages without prior written notification of the risk of loss, its approximate financial amount, and agreement to assume such responsibility in writing;

f) In order to avoid being permanently barred, claims for freight loss or damage must be delivered in writing to CARRIER within 280 days of date of loss. Notwithstanding the terms of 49 CFR § 370.9, CARRIER shall pay, decline, or make settlement offer in writing on all cargo loss or damage claims within 30 days of receipt of the claim. Failure of CARRIER to pay, decline, or offer settlement within 45 days shall be deemed admission of CARRIER of full liability for the amount claimed and a material breach of this Agreement. BROKER is authorized to deduct the claim amount from carrier’s invoices.

g) CARRIER’S liability for cargo damage, loss, or theft from any cause for any one shipment shall not exceed $100,000 unless CARRIER is notified by BROKER or Shipper in writing of the increased value prior to shipment pick up.

h) FOR SHIPMENTS ORIGINATING IN US FOR DELIVERY IN CANADA UNDER A “THROUGH” BILL OF LADING:1) Notwithstanding the terms of 49 CFR § 370.9, CARRIER shall: i) pay the full, or mutually acceptable compromised amount, or deny any freight

loss and damage claims within 90 days from date of receipt of claim from BROKER; (ii) be conclusively presumed liable for such claims if no payment, compromise, or denial is received within the 90-day period; (iii) exercise its best efforts to effect salvage; and

2) CARRIER’s liability for any freight damage, loss, or theft from any cause (regardless of the type of operating authority it has) shall be determined under the Carmack Amendment, 49 USC § 14706; and

3) Special Damages: Any liability of CARRIER under Pars A11 and 12 which may exceed damages under Subp (2) above shall constitute special damages (including, but not limited to, reasonable attorney’s fees), the risk of which is expressly assumed by CARRIER, and which shall not be limited by any liability under Subp. (2) above; and

4) CARRIER assumes all risk of loss and shall indemnify and hold BROKER harmless from any liability arising out of violations of Par.A (7), including consequential damages, costs, expenses, and reasonable attorney fees. At BROKER’s sole option and not in limitation of any other remedy hereunder, BROKER may pay directly the delivery carrier in lieu of payment to CARRIER.

i) FOR SHIPMENTS ORIGINATING IN CANADA FOR DELIVERY IN US UNDER A “THROUGH BILL OF LADING”; OR FOR SHIPMENTS ORIGINATING IN CANADA FOR DELIVERY IN CANADA ON A CANADIAN BILL OF LADING (EXCEPT QUEBEC):

1) CARRIER shall comply with and shall be liable for applicable federal/provincial laws and regulations relating to freight loss and damage and delay claims, personal injury, and property damage claims,

2) Unless otherwise agreed in writing, CARRIER shall be liable for freight loss and damage and delay claims for the declared value of the freight, as it appears in the bill of lading, or any other shipping document related to the shipment, and no “released rates,” “limited liability” rates, or any other attempt to limit such damages shall be valid.

3) If no shipping documents state a declared value, the statutory limitation of liability shall apply $4.41 per kg CDN.6. INSURANCE: a) For transportation services furnished in US, CARRIER shall furnish BROKER with Certificate(s) of Insurance, or insurance policies,

protecting BROKER and BROKER’S customer from the risks referred to in this Agreement, providing thirty (30) days advance notice of cancellation or termination, and unless otherwise agreed, subject to the following minimum limits: General liability, $1,000,000; motor vehicle (including hired and non-owned vehicles) property damage and personal injury liability $1,000,000; ($5,000,000 if transporting hazardous materials including environmental damages due to release or discharge of hazardous substances); cargo damage/loss, $100,000; workers’ compensation with limits required by applicable state law. Except for the higher coverage limits specified above, the insurance policies shall comply with minimum requirements of the Federal Motor Carrier Safety Administration and any other applicable regulatory state agency. Insurance certificates furnished by CARRIER to BROKER shall constitute a representation by CARRIER that CARRIER complies with the insurance requirements set forth in this Agreement and that the policies do not exclude coverage for the type of commodity being shipped. Upon request by BROKER or any customer of BROKER, CARRIER shall provide an actual copy of the insurance policies currently in effect along with any exclusions, exemptions, riders or endorsements that are not depicted in the governing certificate of insurance.

b) For transportation service furnished in Canada, CARRIERS shall:1) Comply with the insurance laws of Canada, and any applicable provincial laws and regulations;2) Furnish proof of general liability with limits not less than $2,000,000;3) Furnish proof of cargo loss and damage insurance with limits not less than $250,000; and4) Furnish proof of auto (or truckers) liability (including hired and non-owned vehicles) with limits not less than $2,000,000.

c) Nothing in this Agreement shall be construed to limit liability of the CARRIER to the insurance limits set forth herein, nor shall any exclusion or deductible amount in any insurance policy exonerate CARRIER from liability.

7. CARRIER assumes full responsibility and liability for payment of the following items: All applicable federal, state, and local payroll taxes, taxes for unemployment insurance, old age pensions, workers’ compensation, and social security with respect to persons engaged in the performance of its transportation services hereunder. BROKER shall not be liable for any of the payroll-related tax obligations specified above and CARRIER shall indemnify, defend, and hold BROKER and BROKER’s customer harmless from any claim or liability imposed or asserted against BROKER for any such obligations.

8. ASSIGNMENT OF RIGHTS: CARRIER automatically assigns to BROKER all its rights to collect freight charges from Customer or any responsible third party on receipt of payment of its freight charges from BROKER.D. MISCELLANEOUS:

1. INDEPENDENT CONTRACTOR: It is understood and agreed that the relationship between BROKER and CARRIER is that of an independent contractor and that no employer/employee or agency relationship exists or is intended. None of the terms of this Agreement or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, employer/employee relationship between the Parties. CARRIER shall provide the sole supervision and shall have exclusive control over the operations of its employees, contractors, subcontractors, and agents, as well as all vehicles and equipment used to perform its transportation services hereunder. BROKER has no right to discipline or direct the performance of any driver and/or employees, contractors, subcontractors, or agents of CARRIER, except to insist on strict compliance with the terms of this Agreement. Carrier represents and agrees that at no time and for no purpose shall it represent to any party that it is anything other than an independent contractor in its relationship to BROKER.

2. NON-EXCLUSIVE AGREEMENT: CARRIER and BROKER acknowledge and agree that this contract does not bind the respective Parties to exclusive services to each other. Either party may enter into similar agreements with other carriers, brokers, or freight forwarders.

3. WAIVER OF PROVISIONS: a) Failure of either party to enforce a breach or waiver of any provision or term of this Agreement shall not be deemed to constitute a waiver of any

subsequent failure or breach, and shall not affect or limit the right of either party to thereafter enforce such a term or provision.b) For shipments originating in US for delivery in US or Canada under a “through” bill of lading, this Agreement is for specified services pursuant

to 49 U.S.C. §14101(b). To the extent that terms and conditions herein are inconsistent with Part (b), Subtitle IV, of Title 49 U.S.C. (ICC Termination Act of 1995), the Parties expressly waive any or all rights and remedies they may have under the Act.

4. DEFAULT: In the event of a material breach by CARRIER of any provisions of this Agreement, BROKER shall have the right to withhold and/or set off any payments owing to CARRIER and/or received from shippers which BROKER is obligated to pay CARRIER. BROKER’S set-off rights include (but are not limited to) the amount of any freight damage, loss or theft claims arising out of the transportation of freight under this Agreement by CARRIER, and which are asserted against BROKER by shippers, consignees and/or their assignees and/or subrogates. The right of withholding and/or setoff is not an exclusive remedy and BROKER shall have and may exercise, subject to Paragraph 5 below, all other remedies it may have at law or in equity against CARRIER.

5. CHOICE OF LAW AND JURISDICTION: It is agreed by and between BROKER and CARRIER that all disputes and matters whatsoever arising under, in connection with, or incident to this Agreement shall be litigated, if at all, in and before a court located in Woodbury County, Iowa, USA, to the exclusion of the courts of any other state, territory, or country. CARRIER hereby waives any venue or other objection that it may have to any such action or proceeding being brought in any court located in Woodbury County, Iowa

6. BROKER-CUSTOMER PROTECTION: CARRIER shall not knowingly solicit, divert, back-solicit or perform any freight transportation (with or without compensation) for any customer of BROKER for a period of six (6) months following termination of this agreement for any reason when such customer(s) was serviced as a result of this Agreement. Transportation of freight hereunder by CARRIER shall be deemed conclusive evidence of CARRIER’S transportation service to BROKER’S customers. The fact that CARRIER may have provided its services to BROKER’s customer(s) prior to the Parties entering into this Agreement at any time,


hereunder, BROKER may pay directly the delivering carrier in lieu of payment to CARRIER. e) Except as provided in Par A(7) above, neither Party shall be liable to the other for consequential damages without prior written notification of the risk of

loss, its approximate financial amount, and agreement to assume such responsibility in writing;f) In order to avoid being permanently barred, claims for freight loss or damage must be delivered in writing to CARRIER within 280 days of date of loss.

Notwithstanding the terms of 49 CFR § 370.9, CARRIER shall pay, decline, or make settlement offer in writing on all cargo loss or damage claims within 30 days of receipt of the claim. Failure of CARRIER to pay, decline, or offer settlement within 45 days shall be deemed admission of CARRIER of full liability for the amount claimed and a material breach of this Agreement. BROKER is authorized to deduct the claim amount from carrier’s invoices.

g) CARRIER’S liability for cargo damage, loss, or theft from any cause for any one shipment shall not exceed $100,000 unless CARRIER is notified by BROKER or Shipper in writing of the increased value prior to shipment pick up.

h) FOR SHIPMENTS ORIGINATING IN US FOR DELIVERY IN CANADA UNDER A “THROUGH” BILL OF LADING:1) Notwithstanding the terms of 49 CFR § 370.9, CARRIER shall: i) pay the full, or mutually acceptable compromised amount, or deny any freight

loss and damage claims within 90 days from date of receipt of claim from BROKER; (ii) be conclusively presumed liable for such claims if no payment, compromise, or denial is received within the 90-day period; (iii) exercise its best efforts to effect salvage; and

2) CARRIER’s liability for any freight damage, loss, or theft from any cause (regardless of the type of operating authority it has) shall be determined under the Carmack Amendment, 49 USC § 14706; and

3) Special Damages: Any liability of CARRIER under Pars A11 and 12 which may exceed damages under Subp (2) above shall constitute special damages (including, but not limited to, reasonable attorney’s fees), the risk of which is expressly assumed by CARRIER, and which shall not be limited by any liability under Subp. (2) above; and

4) CARRIER assumes all risk of loss and shall indemnify and hold BROKER harmless from any liability arising out of violations of Par.A (7), including consequential damages, costs, expenses, and reasonable attorney fees. At BROKER’s sole option and not in limitation of any other remedy hereunder, BROKER may pay directly the delivery carrier in lieu of payment to CARRIER.

i) FOR SHIPMENTS ORIGINATING IN CANADA FOR DELIVERY IN US UNDER A “THROUGH BILL OF LADING”; OR FOR SHIPMENTS ORIGINATING IN CANADA FOR DELIVERY IN CANADA ON A CANADIAN BILL OF LADING (EXCEPT QUEBEC):

1) CARRIER shall comply with and shall be liable for applicable federal/provincial laws and regulations relating to freight loss and damage and delay claims, personal injury, and property damage claims,

2) Unless otherwise agreed in writing, CARRIER shall be liable for freight loss and damage and delay claims for the declared value of the freight, as it appears in the bill of lading, or any other shipping document related to the shipment, and no “released rates,” “limited liability” rates, or any other attempt to limit such damages shall be valid.

3) If no shipping documents state a declared value, the statutory limitation of liability shall apply $4.41 per kg CDN.6. INSURANCE: a) For transportation services furnished in US, CARRIER shall furnish BROKER with Certificate(s) of Insurance, or insurance policies,

protecting BROKER and BROKER’S customer from the risks referred to in this Agreement, providing thirty (30) days advance notice of cancellation or termination, and unless otherwise agreed, subject to the following minimum limits: General liability, $1,000,000; motor vehicle (including hired and non-owned vehicles) property damage and personal injury liability $1,000,000; ($5,000,000 if transporting hazardous materials including environmental damages due to release or discharge of hazardous substances); cargo damage/loss, $100,000; workers’ compensation with limits required by applicable state law. Except for the higher coverage limits specified above, the insurance policies shall comply with minimum requirements of the Federal Motor Carrier Safety Administration and any other applicable regulatory state agency. Insurance certificates furnished by CARRIER to BROKER shall constitute a representation by CARRIER that CARRIER complies with the insurance requirements set forth in this Agreement and that the policies do not exclude coverage for the type of commodity being shipped. Upon request by BROKER or any customer of BROKER, CARRIER shall provide an actual copy of the insurance policies currently in effect along with any exclusions, exemptions, riders or endorsements that are not depicted in the governing certificate of insurance.

b) For transportation service furnished in Canada, CARRIERS shall:1) Comply with the insurance laws of Canada, and any applicable provincial laws and regulations;2) Furnish proof of general liability with limits not less than $2,000,000;3) Furnish proof of cargo loss and damage insurance with limits not less than $250,000; and4) Furnish proof of auto (or truckers) liability (including hired and non-owned vehicles) with limits not less than $2,000,000.

c) Nothing in this Agreement shall be construed to limit liability of the CARRIER to the insurance limits set forth herein, nor shall any exclusion or deductible amount in any insurance policy exonerate CARRIER from liability.

7. CARRIER assumes full responsibility and liability for payment of the following items: All applicable federal, state, and local payroll taxes, taxes for unemployment insurance, old age pensions, workers’ compensation, and social security with respect to persons engaged in the performance of its transportation services hereunder. BROKER shall not be liable for any of the payroll-related tax obligations specified above and CARRIER shall indemnify, defend, and hold BROKER and BROKER’s customer harmless from any claim or liability imposed or asserted against BROKER for any such obligations.

8. ASSIGNMENT OF RIGHTS: CARRIER automatically assigns to BROKER all its rights to collect freight charges from Customer or any responsible third party on receipt of payment of its freight charges from BROKER.D. MISCELLANEOUS:

1. INDEPENDENT CONTRACTOR: It is understood and agreed that the relationship between BROKER and CARRIER is that of an independent contractor and that no employer/employee or agency relationship exists or is intended. None of the terms of this Agreement or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, employer/employee relationship between the Parties. CARRIER shall provide the sole supervision and shall have exclusive control over the operations of its employees, contractors, subcontractors, and agents, as well as all vehicles and equipment used to perform its transportation services hereunder. BROKER has no right to discipline or direct the performance of any driver and/or employees, contractors, subcontractors, or agents of CARRIER, except to insist on strict compliance with the terms of this Agreement. Carrier represents and agrees that at no time and for no purpose shall it represent to any party that it is anything other than an independent contractor in its relationship to BROKER.

2. NON-EXCLUSIVE AGREEMENT: CARRIER and BROKER acknowledge and agree that this contract does not bind the respective Parties to exclusive services to each other. Either party may enter into similar agreements with other carriers, brokers, or freight forwarders.

3. WAIVER OF PROVISIONS: a) Failure of either party to enforce a breach or waiver of any provision or term of this Agreement shall not be deemed to constitute a waiver of any

subsequent failure or breach, and shall not affect or limit the right of either party to thereafter enforce such a term or provision.b) For shipments originating in US for delivery in US or Canada under a “through” bill of lading, this Agreement is for specified services pursuant

to 49 U.S.C. §14101(b). To the extent that terms and conditions herein are inconsistent with Part (b), Subtitle IV, of Title 49 U.S.C. (ICC Termination Act of 1995), the Parties expressly waive any or all rights and remedies they may have under the Act.

4. DEFAULT: In the event of a material breach by CARRIER of any provisions of this Agreement, BROKER shall have the right to withhold and/or set off any payments owing to CARRIER and/or received from shippers which BROKER is obligated to pay CARRIER. BROKER’S set-off rights include (but are not limited to) the amount of any freight damage, loss or theft claims arising out of the transportation of freight under this Agreement by CARRIER, and which are asserted against BROKER by shippers, consignees and/or their assignees and/or subrogates. The right of withholding and/or setoff is not an exclusive remedy and BROKER shall have and may exercise, subject to Paragraph 5 below, all other remedies it may have at law or in equity against CARRIER.

5. CHOICE OF LAW AND JURISDICTION: It is agreed by and between BROKER and CARRIER that all disputes and matters whatsoever arising under, in connection with, or incident to this Agreement shall be litigated, if at all, in and before a court located in Woodbury County, Iowa, USA, to the exclusion of the courts of any other state, territory, or country. CARRIER hereby waives any venue or other objection that it may have to any such action or proceeding being brought in any court located in Woodbury County, Iowa

6. BROKER-CUSTOMER PROTECTION: CARRIER shall not knowingly solicit, divert, back-solicit or perform any freight transportation (with or without compensation) for any customer of BROKER for a period of six (6) months following termination of this agreement for any reason when such customer(s) was serviced as a result of this Agreement. Transportation of freight hereunder by CARRIER shall be deemed conclusive evidence of CARRIER’S transportation service to BROKER’S customers. The fact that CARRIER may have provided its services to BROKER’s customer(s) prior to the Parties entering into this Agreement at any time, shall not constitute an exception to the prohibition of this paragraph. Where BROKER’s customers conduct business from multiple locations, the prohibition of this paragraph shall apply only to the traffic lanes which CARRIER serviced under this Agreement. “Traffic Lane” for purposes of this Agreement shall be deemed to be origination points to destination points, for both truckload and less than truckload (LTL) shipments. The enforceability of this paragraph shall not be dependent on whether CARRIER disclosed or used, directly or indirectly, Confidential Information as defined in paragraph 7 below. Additionally, BROKER may seek injunctive relief in which case CARRIER shall be liable for all costs and expenses incurred by BROKER related thereto, including, but not limited to, reasonable attorney's fees. 7. CONFIDENTIALITY:

a) During the term of this Agreement and for two (2) years after termination for any reason, the Parties shall not directly or indirectly disclose to anyone, or use for its own or anyone else’s benefit, Confidential Information as defined herein. For purposes of this Agreement, “Confidential Information" shall mean information of the Parties which includes, but is not limited to, business and/or marketing and sales plans, trade secrets, customer names, customer contacts, personal customer information, customer shipping or other logistics requirements, and all pricing information related to the Parties. “Customer,” for purposes of this Agreement, shall mean any person or entity with whom the Parties is or has conducted business during 18 months immediately preceding violation of this Agreement. Confidential Information may be disclosed either orally, visually or in tangible form (whether by document, electronic media, or other form). The failure of either Party to mark, label, or identify any of the above-described information as Confidential shall not affect its status as part of the Confidential Information protected by this Agreement.

b) In the event of violation of this clause, the Parties acknowledge and agree that the remedy at law, including monetary damages, may be inadequate and that the Prevailing Party shall be entitled, in addition to any other remedy it may have, to an injunction restraining the Violating Party from violation of this Agreement in which case the Violating Party shall be liable for all costs and expenses incurred by the Prevailing Party related thereto, including, but not limited to, reasonable attorney's fees.

c) In addition to the remedy set forth in Subparagraph (b) above, BROKER shall have the right in its sole discretion to immediately terminate this Agreement (with or without prior notice) and recover and/or withhold 20% of the transportation revenue paid (during the eighteen (18) months immediately preceding termination) and/or owing to CARRIER under this Agreement (as evidenced by CARRIER’S freight bills) as liquidated damages (and not as a penalty) for breach hereof.

d) The limitation of liability for cargo loss and damage as well as other liabilities, arising out of the transportation of shipments, which originate outside the United States of America, may be subject to the laws of the country of origination.

8. MODIFICATION OF AGREEMENT: This Agreement and the rate schedules incorporated may not be amended, except by mutual written agreement, or the procedures set forth above (Paragraphs B2 and B3).

9. NOTICES:a) All notices provided or required by this Agreement, shall be made in writing and delivered, return receipt requested, to the addresses shown herein with

postage prepaid; or by confirmed (electronically acknowledged on paper) fax or by courier with signed delivery receipt.b) The PARTIES shall immediately notify each other, in writing, of any claim that is asserted against either of them, by anyone, arising out of this Agreement.10. Unless otherwise agreed in writing, neither Party shall be responsible to the other for shipper’s compliance with applicable US or Canadian customs laws

and regulations.11. ELECTRONIC AND FAX COMMUNICATIONS: During the term of this Agreement, the parties will be exchanging materials and information in

electronic form (collectively “Electronic Materials”), either through the web sites, e-mail, or other electronic means (collectively “Electronic Connections”) and via fax. By providing their fax numbers to each other and signing this Agreement, each party consents to receiving communications via fax regarding all aspects of their relationship.

12. CONTRACT TERM: The term of this Agreement shall be for one (1) year from the date shown above and thereafter it shall automatically be renewed for successive one (1) year periods, unless terminated upon 30 days’ prior written notice, with or without cause, by either Party at any time, including the initial term. In the event of such termination of this Agreement for any reason, the Parties shall be obligated to complete their performance obligations to each other for unfinished work in process and related payments.

13. SEVERANCE: SURVIVAL: In the event any of the terms of this Agreement are determined to be invalid or unenforceable, no other terms shall be affected and the unaffected terms shall remain valid and enforceable as written. The representations, rights, and obligations of the Parties hereunder shall survive termination of this Agreement for any reason.

14. LANGUAGE: The Parties acknowledge that they have required that this Agreement and all shipping and other documents, notices, and correspondence relating directly, or indirectly to this Agreement be prepared in English. Les parties reconnaissent avoir exige que la presente convention et tous les documents avis et correspondences y afferts directement out indirectement soient rediges en anglais.

15. FORCE MAJEURE: In the event that either Party is prevented from performing its obligations under this Agreement because of an occurrence beyond its control and arising without its fault or negligence, including without limitation, war, riots, rebellion, acts of God, acts of lawful authorities, fire, strikes, lockouts or other labor disputes, such failures to perform (except for any payments due hereunder) shall be excused for the duration of such occurrence. Economic hardships, including, but not limited to, recessions and depressions, shall not constitute Force Majeure events.

16. GOVERNING LAW; NOTWITHSTANDING ANY TERMS IN THIS AGREEMENT TO THE CONTRARY:a) FOR SHIPMENTS ORIGINATING IN CANADA FOR DELIVERY IN US UNDER A “THROUGH BILL OF LADING”; OR FOR DELIVERY TO

A FREIGHT FORWARDER/CUSTOMS BROKER AT US/CANADA BORDER; OR FOR INTRA-PROVINCIAL SHIPMENTS: This Agreement shall be interpreted and construed in accordance with the laws of the province from which the shipment originated for transportation hereunder, and the applicable laws of Canada regardless of the laws that might otherwise govern under applicable provincial principles of conflicts of laws.

b) FOR SHIPMENTS ORIGINATING IN US FOR DELIVERY IN CANADA; OR DELIVERY TO A FREIGHT FORWARDER/CUSTOMS BROKER AT US/CANADA BORDER; OR DELIVERY IN US: Unless pre-empted by US federal transportation laws and regulations, this Agreement shall be interpreted and construed in accordance with the laws of the state in which action is brought.

15. ENTIRE AGREEMENT: Except for Rate Confirmation Sheet(s) (and its amendments) and unless otherwise agreed in writing, this Agreement contains the entire understanding of the Parties and supersedes all verbal or written prior agreements, arrangements, and understandings of the Parties relating to the subject matter stated herein. The Parties further intend that this Agreement constitutes the complete and exclusive statement of its terms, and that no extrinsic evidence may be introduced to reform this Agreement in any judicial or arbitration proceeding involving this Agreement.

IN WITNESS WHEREOF, we have signed this Agreement the date and year first shown above.

(BROKER) PIONEER TRANSFER LLC (CARRIER): __________________________________________________________

MC Number: _______________________________________

By: By: __________________________________________________________________ KARI DOBROVOLNY (Authorized Signature) Its: CHIEF OPERATING OFFICER

Printed Name/Title: _____________________________________________________ Company Address: Pioneer Transfer, LLC

2034 S St Aubin Street Address: ______________________________________________________________

P O Box 2567 Sioux City, IA 51106 Phone: __________________________________________________________________


shall not constitute an exception to the prohibition of this paragraph. Where BROKER’s customers conduct business from multiple locations, the prohibition of this paragraph shall apply only to the traffic lanes which CARRIER serviced under this Agreement. “Traffic Lane” for purposes of this Agreement shall be deemed to be origination points to destination points, for both truckload and less than truckload (LTL) shipments. The enforceability of this paragraph shall not be dependent on whether CARRIER disclosed or used, directly or indirectly, Confidential Information as defined in paragraph 7 below. Additionally, BROKER may seek injunctive relief in which case CARRIER shall be liable for all costs and expenses incurred by BROKER related thereto, including, but not limited to, reasonable attorney's fees. 7. CONFIDENTIALITY:




















MC Number: _______________________________________





shall not constitute an exception to the prohibition of this paragraph. Where BROKER’s customers conduct business from multiple locations, the prohibition of this paragraph shall apply only to the traffic lanes which CARRIER serviced under this Agreement. “Traffic Lane” for purposes of this Agreement shall be deemed to be origination points to destination points, for both truckload and less than truckload (LTL) shipments. The enforceability of this paragraph shall not be dependent on whether CARRIER disclosed or used, directly or indirectly, Confidential Information as defined in paragraph 7 below. Additionally, BROKER may seek injunctive relief in which case CARRIER shall be liable for all costs and expenses incurred by BROKER related thereto, including, but not limited to, reasonable attorney's fees. 7. CONFIDENTIALITY:




















MC Number: _______________________________________





Phone: 712.274.2332 Fax: 712.274.2946 Fax: ____________________________________________________________________

Email: [email protected] Email: _________________________________________________________________________

(BROKER) PIONEER TRANSFER LLC (CARRIER

MC Number: _______________________________________

By: By:

pioneer transfer carrier packet 112714 transfer carrier packet x1.pdf · pioneer transfer carrier...

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