CARRIER AND BROKER AGREEMENT.

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March 18, 2023

CARRIER AND BROKER AGREEMENT.

This Carrier and Broker Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between ______________, Contact Info: ____________, (hereinafter referred to as the “Carrier”), and ________________, Contact Info: ____________ (herein referred to as the “Broker”).

NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:

  1. TERM.

The initial term of this Agreement shall be for a period _______ [Days/Weeks/Months] commencing on the Effective Date herein.

  • SCOPE.
    • The Carrier shall act in its capacity as a motor-carrier to perform the following obligations:
  • ____________________________________________________.
  • ____________________________________________________.
  • ____________________________________________________.
    • The Broker shall not assert any control nor have any right to exercise control over a shipper’s freight, including, but not limited to, taking possession of a shipper’s freight, and the Broker shall not direct or control the routes taken by the Carrier in the transportation of a shipper’s freight.
  • FOOD.
    • All equipment provided for the transportation of food or food grade products will comply with the requirements of The Sanitary Food Transportation Act, or, to the extent that the Carrier performs services hereunder within, or to or from Canada, the Food and Drug Acts and any/all other applicable statutes and regulations, including, but not limited to the Ontario Food Safety and Quality Act, 2001, or any other jurisdiction’s equivalent, and none of the equipment so provided has been or will be used for the transportation of any waste of any kind, garbage, hazardous materials, poisons, pesticides, herbicides, or any other commodity that might adulterate or contaminate food, food products or cosmetics.
    • Where a seal is placed on a trailer by consignor, shipper, the Carrier or other party, the Carrier is responsible to maintain the seal intact until removed by an authorized employee of consignee upon delivery. The Carrier is liable for any and all claims, losses, or liabilities arising from or as a result of any unauthorized removal of seal, broken seal, missing seal, tampered seal, or mismatched seal number. The Carrier is solely responsible for ensuring that cargo is maintained according to any requirements stated on the bill of lading or load confirmation
    • The Carrier must ensure that all personnel transporting or handling freight subject to the Food Safety Modernization Act of 2011 and its implementing regulations (collectively the “Act”), receive training required by the Act.  The Broker will transmit to the Carrier, on the Load Confirmation or separately by email, the shipper’s or consignee’s protocols and requirements for transporting food shipments subject to the Act.  The Carrier must strictly comply with all such protocols and requirements.  The Carrier’s failure to comply with such protocols and requirements will permit the consignor, consignee, or broker to declare any freight transported on a shipment on which noncompliance occurred to be rejected and a total loss.
  • PAYMENT.
    • The Broker shall pay the Carrier __________ Dollars for the services covered under this Agreement. The Broker shall not be billed for any charges not approved in writing. The payments may be amended orally but must be confirmed in writing within five working days of the modification in order to remain binding between both Parties.
    • The Carrier shall submit proof of delivery with its invoices, and the invoices must reflect that Carrier delivered the freight to its final destination before any payments are made.
    • The Carrier acknowledges and understands that all payments shall be made once payment from the shippers has been received, this may cause delays of facilitation of payment to the Carrier. In the event of late payment, the Parties herein shall negotiate a late-payment fees.
  • RELATIONSHIP BETWEEN THE PARTIES.
    • The Carrier shall be retained as an independent contractor.  The Carrier shall be fully responsible for payment of their own income taxes on all compensation earned under this Agreement.  The Broker shall not withhold or pay any income tax, social security tax, or any other payroll taxes on the Carrier’s behalf during the term of this Agreement
    • The Carrier and/or Carrier’s employee’s (including the agents, driver or drivers transporting freight) understands that they shall not be entitled to any fringe benefits that the Broker provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.
  • NON-SOLICITATION.

The Carrier shall not during the term of this Agreement directly or indirectly conduct business with any shipper whose freight was transported pursuant to this Agreement for a period of two (2) years beginning with the last day such service was performed for that shipper. The Parties agree that a breach of this provision shall entitle the Broker, as reasonable liquidated damages and not as a penalty, to the full amount of commissions and/or compensation under the terms set forth in this Agreement that would have been due to the Broker had it arranged for the movement of said freight.

  • LICENSING/INSURANCE.

The Carrier warrants that they shall be responsible for obtaining and/or insuring that their local, State and Federal licenses and insurance policies are up to date for the purpose of carrying out their obligations as covered under this Agreement. The Carrier shall furnish the Broker with Certificate(s) of Insurance; financial responsibility or insurance policies providing thirty (30) days advance written notice of cancellation or termination; and unless otherwise agreed, subject to the minimum limits that shall be agreed up on by the Parties.

  • LIABILITY/INDEMNITY.

The Carrier understands that they shall be solely responsible for any legal claims relating to their performance of the obligations covered under this Agreement. The Carrier shall indemnify and hold harmless the Broker and its employees, officers, directors, agents, principals and assigns from any liability, settlements, judgments, verdicts, attorney fees or expense or any nature whatsoever arising out of any claims, demands or suits against the Broker which in any way relate to a claim of the Broker’s liability or culpability for the actions of the Carrier, including negligent or improper hiring or retention of the Carrier, its employees (statutory or otherwise) agents, principals, officers, directors, assigns or anyone acting by or for the Carrier, for any aspect of the transportation of freight, public liability, personal injury, bodily injury, emotional or mental distress, wrongful death, loss of consortium, cargo liability or any claim or cause of action recognized by any state, municipality, county or any jurisdiction, Administrative Agency, or the Government of the United States. The Carrier agrees to have insurance to cover its indemnification obligations under this section, but the Carrier’s indemnification obligations are not capped by the amount of any available insurance.

  • FORCE MAJEURE:

The failure on the part of the Carrier to perform their obligation under this Agreement will not be considered as default if such failure is the result of natural calamities, acts or God, Covid-19, extreme adverse disasters and circumstances beyond the control of the parties. The Carrier shall inform the Broker of such inconveniences promptly so that the Company can mitigate the circumstances and reschedule the deadlines to a different date.

  1. WAIVER AND ASSIGNMENT.
    1. The waiver by either Party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall NOT in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.  
    1. No Party shall assign its rights or obligations under this Agreement without prior Notice or consent by the other Party.
  2. DISPUTE RESOLUTION.

In the event of disputes arising about the execution of this Agreement and/or performance of obligations stated herein, the Parties shall solve such issues through a binding mediation or arbitration process to be conducted by a mutually agreed up on 3rd party in accordance with laws of the State of California. Should the mediation and/or arbitration processes fail to resolve the matter, the Parties agree that the matter shall be solved by litigation. Each Party shall be responsible for all their costs for the process.

  1. TERMINATION/CANCELLATION.

The Parties acknowledge that either Party can terminate/cancel this Agreement at any time provided that they issue a ____ Day Written Notice on the same. The Broker may at any time and without any written notice terminate/cancel this Agreement in the event that the Carrier fails to pick and/or drop goods within the agreed time/schedule and without notice to the Broker on the same.

  1. SEVERABILITY.

If any portion or provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, The Parties agree that said portion or provision of the Agreement shall be severable, and that the remaining provisions of the Agreement shall continue in full force and effect.

  1. MODIFICATIONS.

This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.  No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

  1. GOVERNING LAW/JURISDICTION.

The Agreement shall be governed by and construed in accordance with the laws of the State of California, USA. Exclusive jurisdiction and venue shall be in the State of California, USA.

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.

CARRIER: _____________            ________________________               ___________

                        (SIGNATURE)                  (NAME)                                                (DATE)

BROKER: _____________         ___________________________           ___________

                      (SIGNATURE)                           (NAME)                                    (DATE)

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