SHIPPERS AND BROKER AGREEMENT.

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March 18, 2023

SHIPPERS AND BROKER AGREEMENT.

This Shippers 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 “Shipper”), 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.

  • BROKERS WARRANTY.
    • The Broker represents and warrants that it is duly and legally qualified to operate as a property Broker and to provide the transportation services contemplated herein.  The Broker agrees to comply with all federal, state and local laws regarding the provision of such brokerage services.  The Parties understand and agree that the Broker functions as an independent entity, and not as a carrier, in selling, negotiating, providing and arranging for transportation for compensation, and that the actual transportation of shipments tendered to the Broker shall be performed by third-party motor carriers.
    • The Broker shall make reasonable efforts to place the Shipper’s loads with responsible carriers authorized to perform the services required by the Shipper for the purposes of transporting the loads with reasonable dispatch under the direction of the Shipper.  However, the Parties understand and agree that the Broker, by signing this Agreement, makes no express or implied warranties or guarantees concerning delivery time or the locating of a carrier to provide the transportation services requested by the Shipper.  Moreover, the Shipper acknowledges and agrees that such carriers might limit the Shipper’s recovery for claims for cargo loss, damage or delay.
  • PAYMENT.

The Shipper shall pay the Broker ____ Dollars for the services covered under this Agreement. The Shipper understands that they shall also be liable for any expenses, including attorney fees, the Broker incurs in collecting its rates and charges.

  • RELATIONSHIP BETWEEN THE PARTIES.
    • The Shipper shall be retained as an independent contractor.  The Shipper 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 Shipper’s behalf during the term of this Agreement
    • The Shipper and/or Shipper’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.
  • LICENSING/INSURANCE.

The Broker 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.

  • SHIPPING DOCUMENTS.

Unless otherwise agreed in writing, all shipments tendered shall be accepted on a bill of lading which shall function as a receipt of the goods only; the terms and conditions of such bill of lading will not apply to transportation provided pursuant to this Agreement.  Upon request of the Shipper, the Broker shall instruct carriers to obtain a delivery receipt from the consignee, showing the products delivered, condition of the shipment and the date and time of such delivery

  • LIABILITY/INDEMNITY.

The Broker understands that they shall be solely responsible for any legal claims relating to their performance of the obligations covered under this Agreement. The Broker shall indemnify and hold harmless the Shipper 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 Shipper which in any way relate to a claim of the Shipper’s liability or culpability for the actions of the Broker, including negligent or improper hiring or retention of the Broker, its employees (statutory or otherwise) agents, principals, officers, directors, assigns or anyone acting by or for the Broker, 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 Broker agrees to have insurance to cover its indemnification obligations under this section, but the Broker’s indemnification obligations are not capped by the amount of any available insurance.

  • NOTICES.
    • The Broker agrees to notify Shipper of any accident or other event of which the Broker is apprised and which prevents the motor carrier from making a timely or safe delivery.
    • In the event of cargo loss and/or damage the Shipper agrees to notify the Broker immediately by phone and to subsequently submit to the Broker a written claim, fully supported by all relevant documentation, including but not limited to the signed delivery receipt, listing the nature and cause of the claim for cargo damage within twenty (20) days following the date of delivery.  No claims or allowances for shortages, damage or delay will be considered unless clearly noted on the delivery receipt or bill of lading signed by the consignee at delivery.  The Broker shall have no liability for cargo loss, damage, or shortage except to the extent such claims are caused by the Broker’s negligent acts or omissions.  With respect to the standard for the Broker negligence with respect to the carrier’s insurance, the failure of the carrier to possess insurance required by law will be deemed a negligent act or omission on the part of the Broker.
  • FORCE MAJEURE:

The failure on the part of either of the Parties 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.

  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 Shipper fails to make payments on time, uses cheap material for packaging, do not keep schedule or time as agreed, they fail to pay detention fees and/or fail to reimburse the Broker any out of pocket expenses made to meet extra charges.

  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.

SHIPPER: _____________            ________________________               ___________

                        (SIGNATURE)                  (NAME)                                                (DATE)

BROKER: _____________         ___________________________           ___________

                      (SIGNATURE)                           (NAME)                                    (DATE)

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