5525 Union Centre Drive West Chester, OH 45069


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  • Transportation Brokerage Contract

  • MM slash DD slash YYYY
  • I.


    A) BROKER is a licensed transportation broker that controls the transportation of freight under its contractual arrangements with various consignors and consignees (the "Customer");

    B) CARRIER is authorized to operate in inter-provincial, interstate and/or intrastate commerce
    and is qualified, competent and available to provide for the transportation services required by BROKER



    1. TERM The Term of this Agreement shall be for one (1) year and shall automatically renew for successive one (1) year periods; provided, however, that this Agreement may be terminated at any time by giving thirty (30) days prior written notice. Either party shall be in default of this Agreement in the event any of the following occurs with respect to that party, except that items (g) and (j) are only applicable to Carrier:


    a.   Failure to cure any breach of this Agreement within fifteen (15) days after receiving written notice;

    b.  Becoming subject to condemnation or forfeiture proceedings;

    c.  Becoming insolvent or bankrupt or making an assignment for the benefit of creditors, or
    consenting to an appointment of a trustee or a receiver, or a trustee or receiver being appointed without consent;

    d.  Reorganization;

    e.  Arraignment;

     f.  Liquidation or dissolution;

    g.  Transfer of business or control of the business

    h.  Ceasing to do business;

    i.  Cancellation or reduction of insurance as required by this Agreement;

    j.  Determination by the FMCSA, DOT or applicable agency of an unsatisfactory safety rating

    CARRIER'S OPERATING AUTHORITY AND COMPLIANCE WITH LAW. CARRIER represents and warrants that it is duly and legally qualified to provide, as a contract carrier, the transportation services contemplated herein, “and will keep current all licenses and permits as necessary to perform the Services” CARRIER further represents and warrants that it does not have a conditional or unsatisfactory safety rating issued from the U.S. Department of Transportation, and further agrees to comply with all federal, state and local laws regarding the provision of the transportation services contemplated under this Agreement. In the event that CARRIER is requested by BROKER to transport any shipment required by the U.S. Department of Transportation to be placarded as a hazardous material, the parties agree that the additional provisions included in Appendix A shall apply for each such shipment.


    2. PERFORMANCE OF S E R V I C E S CARRIER’s services under this Agreement are specifically designed to meet the distinct needs of BROKER under the specified rates and conditions set forth herein. CARRIER shall transport all shipments provided under this Agreement without delay, and all occurrences which would be probable or certain to cause delay shall be immediately communicated to BROKER by CARRIER. This Agreement does not grant CARRIER an exclusive right toperformthetransportation related services for BROKER or its Customer.

    3. RECEIPTS AND BILLS OF LADING Each shipment hereunder shall be evidenced by a Uniform (Standard) Bill of Lading naming CARRIER as the transporting carrier. Upon delivery of each shipment made hereunder, CARRIER shall obtain a receipt showing the kind and quantity of product delivered to the consignee of such shipment at the destination specified by BROKER or the Customer, and CARRIER shall cause such receipt to be signed by the consignee. Any terms, conditions and provisions of the bill of lading, manifest or other form of receipt or contract shall be subject and subordinate to the terms. Condition’s and provisions of this Agreement. CARRIER shall notify BROKER immediately of any exception made on the bill of lading or delivery receipt. “CARRIER shall keep accurate records and preserve and make available all records, data and evidence of procedures and policies relating to the CARRIER’s compliance with its obligations under this Agreement. BROKER may examine and audit such records, data and evidence upon reasonable request at its own expense, and CARRIER shall provide the reasonable assistance of its employees with knowledge of compliance efforts in connection with any such examination or audit.”

    4. CARRIER'S OPERATIONS CARRIER shall, at its sole cost and expense: (a) furnish all equipment necessary or required for the performance of its obligations hereunder (the "Equipment"); (b) pay all expenses related, in any way, with the use and operation of the Equipment; (c) maintain the Equipment in good repair, mechanical condition and appearance; and (d) utilize only competent, able and legally licensed personnel. CARRIER shall have full control of such personnel; shall perform the services hereunder as an independent contractor; and shall assume complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers' compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation performed hereunder.

    5. INDEMNITY CARRIER shall defend, indemnify, and hold BROKER 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, its employees or independent contractors working for CARRIER (collectively, the "Claims"), including, but not limited to, Claims for or related to personal injury (including death), property damage and CARRIER's possession, use, maintenance, custody or operation of the Equipment; provided, however,
    that CARRIER's indemnification and hold harmless obligations under this paragraph will not apply to any portion of such claim attributable to the tortuous conduct of BROKER.

    6. INSURANCE CARRIER shall procure and maintain, at its sole cost and expense, the following: Insurance coverages:

    a.  Public liability and property damage insurance with a reputable and financially responsible insurance company insuring CARRIER in an amount not less than $1,000,000.00 (U.S.        Dollars) per occurrence.

    b.  All Risk Broad Form Motor Truck Cargo Legal Liability insurance in an amount not less than $100,000.00 (U.S. Dollars) per      occurrence. Such insurance policy shall name CARRIER and BROKER as insureds and provide coverage to BROKER, the Customer or the owner and/or consignee for any loss, damage or delay related to any property coming into the possession of CARRIER under this Agreement. The coverage provided under the policy shall have no exclusions or restrictions of any type that would foreseeably preclude coverage relating to cargo claims.

    c.  CARRIER shall furnish to BROKER written certificates obtained from the insurance CARRIER showing that such insurance has been procured, is being properly maintained, the     expiration date, and specifying that written notice of cancellation or modification of the policies shall be given to BROKER at least thirty (30) days prior to such cancellation or modification. Upon request, CARRIER shall provide BROKER with copies of the applicable insurance policies. “Should CARRIER receive constructive or actual notice that its insurance will be cancelled, its limits reduced below the above requirements, or the nature of its insurance coverage materially changed, CARRIER must notify BROKER within twenty-four (24) hours of such constructive or actual notice. Acceptance of shipments by CARRIER after cancellation, reduction or material change in the nature of insurance coverage shall be considered a material breach by CARRIER of this Agreement, which will not release CARRIER from liability for any damages sustained thereby. BROKER has no obligation either to review insurance certificates or policies or to inform CARRIER if the certificates and/or underlying policies do not comply with the requirements of this Agreement.

    d.  The parties acknowledge that the policies required are minimum coverage requirements and do not limit the extent or amount of CARRIER’s liability under this Agreement. The insurance procured by CARRIER shall be primary insurance, and neither excess over nor contributing with any other insurance or self-insurance procured and maintained by BROKER or the Customer.”

    e.  “Carrier should have workman’s comprehensive insurance, business auto insurance and excess liability insurance”.



    7. FREIGHT LOSS, DAMAGE, OR DELAY CARRIER shall have the sole and exclusive care, custody and control of the Customer's property from the time it is delivered by the Consignor to the carrier for transportation until delivery to the consignee accompanied by the appropriate receipts as specified in Paragraph 4. CARRIER assumes the liability of a common carrier for loss, delay, damage to or destruction of any and all of Customer's goods or property while under CARRIER's care, custody or control. CARRIER shall pay to BROKER, or allow BROKER Customer's full actual loss for the kind and quantity of commodities so lost , damaged or destroyed. Broker agrees to work with the carrier's insurance company. For any shipment that misses a delivery appointment by any time greater than one business day, CARRIER shall be responsible for a minimum of 25% of the transportation costs, notwithstanding Force Majeure due to acts of God; weather, fire, earthquakes, tornados, storms, snow, or rain. Shipments that are late due to driver or carrier neglect are subject to penalties that not exceed a value greater than 50% of the shipment or shipment(s) transport costs for the delivery.

    a.  Non-delivery provisions:If the consignee refuses a shipment, or CARRIER is unable to deliver it for any reason [or a Customer advises and instructs CARRIER to stop movement of the goods and to hold it in transit], CARRIER'S liability immediately thereafter shall be that of a warehouseman. CARRIER agrees to follow procedures as a warehouseman to use ordinary care to keep the goods in a safe or suitable place or to store the goods properly. CARRIER shall (i) give BROKER notice as soon as possible if the foregoing occurs, and (ii) place the goods in public storage, if available, unless CARRIER receives contrary instructions [from BROKER or a Customer] within forty-eight (48) hours from CARRIER notice. Customer will be responsible for storage costs and reasonable costs CARRIER incurs in acting as a warehouseman. If CARRIER is given timely instructions, CARRIER shall use any commercially reasonable steps to abide with such instructions. Customer will pay CARRIER'S reasonable costs and any additional transportation costs CARRIER incurs in doing so.”

    8. WAIVER OF CARRIER'S LIEN CARRIER shall not withhold any goods of the Customer on account of any dispute as to rates or any alleged failure of BROKER to pay charges incurred under this Agreement. CARRIER is relying upon the general credit of BROKER and hereby waives and releases all liens which CARRIER might otherwise have to any goods of BROKER or its Customer in the possession or control of CARRIER.

    9. PAYMENTS CARRIER will charge and BROKER will pay for transportation services performed under this Agreement the rates and charges as shown on separate Rate Confirmation Sheets to be signed and agreed to by CARRIER and BROKER before each shipment made under this Agreement. CARRIER represents and warrants that there are no other applicable rates or charges except those established in this Agreement or in any Rate Confirmation Sheet signed by BROKER. Payment by BROKER will be made within thirty (30) days of receipt by BROKER of CARRIER's freight bill, bill of lading, clear delivery receipt, and any other necessary billing documents enabling BROKER to ascertain that service has been provided at the agreed upon charge. CARRIER shall provide signed proof of delivery within fifteen (15) days of delivery for all shipments delivered to consignee.

    In the event service is provided and it is subsequently discovered that there was no applicable rate in the existing Schedule of Rates or supplements, the parties agree that the rate paid by BROKER and collected by CARRIER shall be the agreed upon contract rate. CARRIER agrees that BROKER has the exclusive right to handle all billing of freight charges to the Customer for the transportation services provided herein, and, as such, CARRIER agrees to refrain from all collection efforts against the shipper, receiver, consignor, consignee or the Customer. CARRIER further agrees that BROKER has the discretionary right to offset any payments owed to CARRIER hereunder for liability incurred by CARRIER pursuant to Section 8 of this Agreement.

    10. CONFIDENTIALITY AND NON-SOLICITATION Neither party 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 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 will not directly or indirectly solicit traffic from any shipper, consignor, consignee or Customer of BROKER where (1) the availability of such traffic first became known to CARRIER as a result of BROKER's efforts, or (2) the traffic of the shipper, consignor, consignee or Customer of BROKER was first tendered to CARRIER by BROKER. If CARRIER directly or indirectly solicits traffic from Customers of BROKER and obtains traffic from such Customer during the term of this Agreement or for twelve (12) months thereafter, CARRIER shall be obligated to pay BROKER, for a period of fifteen (15) months thereafter, commission in the amount of thirty-five percent (35%) of the transportation revenue resulting from traffic transported for the Customer, and CARRIER shall provide BROKER with all documentation requested by BROKER to verify such transportation revenue.

    11. SUB-CONTRACT PROHIBITION CARRIER specifically agrees that all freight tendered to it by BROKER shall be transported on equipment under the authority of CARRIER, and that CARRIER shall not in any manner sub-contract , broker, or in any other form arrange for the freight to be transported by a third party without the prior written consent of BROKER.

    12. ASSIGNMENT/MODIFICATION/BENEFIT OF AGREEMENT This Agreement may not be assigned or transferred in whole or in part, and supersedes all other agreements and all tariffs , rates, classifications and schedules published, filed or otherwise maintained by CARRIER. This Agreement shall be binding upon and ensure to the benefit of the parties hereto. “The terms of this Agreement may not be modified except in writing by the parties”.

    14. 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.

    15. WAIVER CARRIER and Shipper 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 this Agreement. Failure of BROKER to insist upon CARRIER’s performance under this Agreement or to exercise any right or privilege, shall not be a waiver of any BROKER's rights or privileges herein.

    16. DISPUTE RESOLUTION This Agreement shall be deemed to have been drawn in accordance with the statutes and laws of the State of Ohio and in the event of any disagreement or dispute, the laws of Ohio shall apply and suit must be brought in Ohio.

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the date first above written. “This Agreement may be executed in one or more counterparts, each of which shall be considered an original counterpart, and all of which shall be considered to be but one agreement and shall become a binding agreement when each party shall have executed one counterpart and delivered it to the other party hereto. A signature affixed to a counterpart of this Agreement and delivered by facsimile or electronic mail by any Person is intended to be its, his or her signature and shall be valid, binding and enforceable against the party on whose behalf it has been affixed.”

  • Broker - Representative Title: Operating Director
  • Date
  • Carrier - Representative Title:
  • MM slash DD slash YYYY