TRUCK TRANSPORTATION SERVICES AGREEMENT
THIS AGREEMENT is made effective as of the _____ day of _________________, 20___ (the“ Commencement Date”) between ____________________________ having an address at __________________(“The Company”) and ________________ [insert name and address of Carrier] (“Carrier”).
WHEREAS The Company wishes to engage Carrier to provide, and Carrier wishes to provide to The Company, truck transportation services for the delivery of the cargo from time to time on the terms and conditions set out in this Agreement.
NOW THEREFORE in consideration of the premises and of the terms, conditions and
Agreements herein contained, the parties hereby agree as follows:
Carrier shall provide to the Company truck transportation services for delivery of the Cargo from the Loading Site(s) to the Delivery Site(s) as required from time to time by the Company (the “Services”) in accordance with the terms and conditions of this Agreement.
2. Quantity of Services
[The Company is not required to offer to, or purchase from, Carrier a minimum quantity of Services during the term of this Agreement. The Company will award Services to Carrier on a nonexclusive basis, and Carrier acknowledges that no status as a preferred, sole, favored or other type of special transportation supplier status is granted to Carrier under this Agreement. Carrier acknowledges that the volume and frequency of shipments of Cargo will vary, and The Company does not guarantee any minimum volumes, loads or percentage of business.]
3. Carrier’s Duties
In providing the Services, Carrier shall:
- Provide fully-licensed, qualified and experienced drivers and personnel who are familiar with the particular transportation needs of The Company;
- Pick up and deliver all Cargo with due diligence, in a good, professional and workmanlike manner and within the delivery times specified by The Company (if any);
- keep all Cargo free and clear of any and all claims, encumbrances, charges, liens and interferences that may arise, directly or indirectly, from Carrier’s provision of the Services or the existence of this Agreement;
- comply with all applicable laws, regulations and requirements of all regulatory authorities having jurisdiction over the Services and/or Carrier’s provision thereof;
- comply with any and all policies or specifications provided to Carrier The Company; and
- Procure from the proper authorities all permits and licences that may be required for the performance of the Services.
4. Bill of Lading
(a) Carrier shall issue a bill of lading for all Cargo that it receives for transportation under this Agreement (a “Bill of Lading”). Carrier shall become fully responsible and liable for the Cargo when Carrier takes possession thereof regardless of whether a Bill of Lading has been issued, signed or delivered to Carrier and regardless of whether Carrier’s name appears thereon. In the event of a conflict between the terms of a Bill of Lading and the terms of this Agreement, this Agreement shall govern.
(b) Carrier’s acceptance of any shipment or its signature on a Bill of Lading signifies that the Cargo appears to contain the quantity indicated and to be in good condition. If Carrier discovers any incident of loss, damage, delay, overage or shortage in respect of the Cargo, Carrier shall immediately The Company by phone and email.
Carrier shall provide all vehicles and equipment necessary to perform the Services (the
“Equipment”), which Equipment shall in all respects be:
(a) Suitable and capable to transport the particular Cargo without contamination or degradation;
(b) Safe to operate and in excellent condition;
(c) Maintained and operated in accordance with the manufacturer’s requirements and recommendations as well as all applicable laws and regulations including, without limitation, those of the U.S. Department of Transportation;
(d) Cleaned and prepared as required to prevent cross-contamination; and
(e) Suitable and compatible for loading and unloading at the Delivery Site(s) in accordance with The Company’s requirements.
The Equipment condition is solely the responsibility of Carrier. Upon request, Carrier shall provide to The Company a maintenance log detailing the Equipment maintenance history and schedule. The Company shall incur no additional cost arising out of or resulting from Carrier’s use of substandard Equipment, and Carrier shall remain solely responsible for all such costs.
(a) In providing the Services, Carrier shall:
(i) Act in a safe, responsible and professional manner adhering to all rules and regulations of each of the Loading Site(s) and the Delivery Site(s) and in a manner meeting or exceeding the industry standard for services similar to the Services;
(ii) Take all appropriate precautions to protect all property and persons from damage or injury arising out of the Services;
(iii) Comply with all fire, safety, health and other applicable regulations prescribed by law, regulation or governmental authority;
(iv) Comply with all health and safety policies and directives prescribed by The Company’s suppliers;
(v) Comply with all applicable traffic laws;
(a) In providing the Services, Carrier shall:
(i) comply with all applicable laws of federal, state and local authorities governing protection of the environment and spills and releases of hazardous materials including, without limitation, the federal Hazardous Materials Transportation Act, spill reporting and release response under the federal Comprehensive Environmental Response, Compensation and Liability Act, the Emergency Planning and Community Right to Know Act, the Clean Water Act and the Oil Pollution Act, and hazard communication requirements under the Occupational Safety and Health Act (collectively, the “Environmental Laws”);
(ii) without limiting the generality of Section 7(a)(i), comply with all requirements of Environmental Laws applicable to the handling or transportation of dangerous goods and reporting of such activities and ensure that all drivers and personnel have appropriate training and equipment to handle and transport the Cargo; and
(iii) Ensure that it has an emergency response plan in place that is appropriate for the nature of the Cargo and that all drivers and employees have the necessary training and equipment to carry out such emergency response plan (including, without limitation, in respect of containment and reporting of Spills), the details of which plan Carrier shall provide to the Company.
8. Carrier’s Representation
Carrier hereby represents and warrants that it has all of the Equipment, personnel and capabilities required to provide the Services as and when required by The Company in accordance with the terms and conditions of this Agreement.
9. Loading and Unloading
(a) The Company and Carrier will establish appropriate systems to identify when Services are required.
(b) Carrier shall coordinate loading times for the Cargo as may be required at the Loading Site(s).
(c) Carrier shall be responsible for ensuring lawful weight distribution and securement of the Cargo. The Company assumes no responsibility for the load configuration, axle weights, damage to the Equipment or safety and operation by Carrier of the Equipment, and Carrier shall remain solely responsible therefor.
(d) Carrier shall, to the extent reasonably practicable, provide dedicated drivers who are familiar with the loading and unloading procedures at each of the Loading Site(s) and Delivery Site(s) and shall comply with all such loading and unloading procedures.
(e) Carrier shall be responsible for loading and unloading of the Cargo and all costs associated therewith.
(f) Carrier will provide, at no additional cost to The Company, such stand-by times at the Loading Site(s) at the Delivery Site(s) as the parties mutually agree.
(g) Carrier represents that it has the ability to track and trace shipments and shall at all times engage in an active load tracking program under which Carrier can provide to The Company real-time, accurate information regarding arrival times, load locations and load status.
10. Fees and Payment
(a) The fees payable by The Company to Carrier for the Services provided hereunder shall be calculated at ______________ % of the total load on the specific vehicle +GAS+ Bonus $ 150 a week paid only for every 3600/m driven loaded.
(b) Carrier shall pay all customs, duties and all excise, licence, occupation and other taxes which may become payable to any authority in connection with the Services.
(ii) If the parties agree upon such adjustments, they shall execute a written agreement.
(a) If Carrier is unable to provide the Services in accordance with the terms and conditions of this Agreement as and when required by The Company, Carrier shall promptly notify The Company in writing of such inability, and upon The Company’s written request, Carrier shall broker such Services to an alternate carrier, which carrier shall be subject to The Company’s prior written approval in The Company’s sole discretion. For the avoidance of doubt, if The Company does not request that Carrier broker such Services to an alternate carrier, then The Company may directly or indirectly engage an alternate carrier in The Company’s sole discretion, [and Carrier hereby waives any exclusive rights that Carrier may have under this Agreement to provide such Services]
(b) Carrier will remain liable and responsible for all loss, damage, tracking, tracing and on-time delivery of any such brokered loads. Brokered loads will be billed by Carrier at the rates set forth in this Agreement.
12. Claims and Service Failure
(a) Immediately upon Carrier becoming aware that a shipment will not be picked up from the Loading Site(s) in accordance with the parties’ pre-arranged schedule, Carrier shall notify The Company’s Logistics Coordinator by phone and email. If Carrier fails to so notify The Company, then notwithstanding any other terms or conditions in this Agreement to the contrary, The Company may cease using the claim, The Company may hold back from Carrier any amount otherwise payable by The Company up to the amount specified in such claim notification.
13. Key Performance Criteria and Targets
The Company will review Carrier’s performance of the Services regularly and conduct quarterly performance reviews with Carrier.
14. Term and Termination
(a) This Agreement shall commence on the Commencement Date and remain in full force and effect for a period of ______________ (the “Initial Term”), subject to earlier termination in accordance with the terms herein and provided that this Agreement shall not expire upon completion of the Initial Term unless either party has given the other party at least [two (2) weeks] prior written notice of its intention to terminate this Agreement on expiration of the Initial Term. Two weeks’ notice is required from the carrier, if the carrier rejects two shipping jobs in one month without further notice or specific reason, the Company has the right to terminate the carrier’s position and if the carrier has rejected one job without a reason or further notice, carrier will receive only 50% of his weekly check.
(b) Following the Initial Term, either party may terminate this Agreement at any time and for any reason upon written notice to the other party at least [two (2) weeks] prior to the effective date of termination specified in such written notice.
(c) Either party may terminate this Agreement immediately, either during the Initial Term or after, by written notice to the other upon the occurrence of the following: (i) breach by the other party of any material obligation under this Agreement and, should such obligation be curable, failure of the other party to cure such breach within thirty (30) days after receiving written notice thereof.
15. Force Majeure
Neither party shall incur any liability to the other party by reason of failure or delay in fulfilling its obligations under this Agreement where such failure or delay is caused by or results from weather conditions, flood, fire, strike, cessation, slowdown or stoppage of labour, sabotage, shipwreck, riots, war, enemy action, laws, regulations, rulings or acts of any governmental body or authority, or any other cause, whether similar to the foregoing or not, beyond the reasonable control of the party affected by such cause (a“Force Majeure Event”). For greater certainty, lack of finances, a change in market conditions or inclement weather which is not unusual for the area in which the Services are to be performed shall not be considered a Force Majeure Event hereunder. Any claim of force majeure must be made as soon as possible under the prevailing circumstances, and in any case must be made in writing by the party so claiming to the other party within fifteen (15) days after the beginning of any such delay. Any such claim not made within that time period will be barred.
(a) Coverage Requirements. Carrier shall, at its expense, obtain from reliable insurers and maintain during the term of this Agreement the following insurance coverage in a form acceptable to The Company:
(i) All Risks Cargo insurance in an amount at least equal to greater of the purchase order value of such Cargo or the replacement value of such Cargo;
(ii) Motor Vehicle Liability insurance in an amount not less than $10,000,000 per occurrence combined single limit for bodily injury, including death resulting therefrom, and property damage, covering all owned and non-owned motor vehicles; and
(iii) Commercial General Liability insurance (including sudden and accidental pollution coverage) in an amount not less than $10,000,000 per occurrence. Such coverage shall name The Company as an additional insured and identify The Company as certificate holder, and include premises and operations liability, owner’s and contractor’s protective liability, contractual liability, cross liability or severability of interests liability, employer’s liability, personal and advertising injury liability, and loss of use of property coverage.
(b) General Provisions. All insurance carried or required to be carried by Carrier shall be with insurers which have an AM Best rating of “A- VII” or better, or the equivalent thereof, and the certificate shall be issued by an insurer licensed to carry on business in the State of Georgia.
The coverage under Carrier’s insurance shall be primary. All coverages contained herein shall be endorsed to include the insurer’s waiver of subrogation in favor of The Company.
(c) Certificates. Carrier will provide to The Company proof of such insurance in the form of certificates upon request by The Company, or upon request from a third party on behalf of The Company. Carrier’s insurance policies shall be endorsed to require that the insurer provide The Company with not less than thirty (30) days’ written notice in advance of any cancellation. In the absence of such endorsement, it shall be the Carrier’s responsibility to provide such notice. Failure to do so shall constitute a breach of this Agreement. Within five (5) business days of Carrier’s knowledge of any cancellation in such coverage, Carrier shall provide written notice to The Company informing it of the same. Any errors, omissions or misrepresentations by Carrier that may invalidate coverage to Carrier shall not prejudice The Company’s rights under the aforementioned insurance required of Carrier. If Carrier fails to procure or maintain any insurance required of it hereunder (or such insurance fails for any reason),
(d)Carrier shall indemnify and hold harmless The Company and its affiliates and their respective directors, officers, employees and agents from and against any and all claims, losses, expenses, damages, costs, legal actions and demands of whatever nature (including legal fees and expenses on a solicitor and client basis) which would not have been suffered or incurred except for such failure. The Company has no duty to confirm the existence of such insurance or to monitor such certificates. It is the Carrier’s responsibility to ensure its compliance with all of the insurance coverage requirements set out in this Agreement, and any proof or confirmation of compliance requested by The Company or by a third party on behalf of The Company, in whole or in part, shall be supplemental to and shall not supersede the terms and conditions set out in this Agreement.
(e) Liability. The insurance coverage and limits set forth above are designed to satisfy the minimum requirements of The Company and are in no way intended to limit the liability of the Carrier (or its employees, agents, and subcontractors) under this Agreement. Further, the insurance coverage and limits set forth above are not intended to be a recommended insurance program for Carrier, the Carrier being solely responsible for the sufficiency of its own insurance program.
Except in the performance of this Agreement, Carrier shall not disclose to any third party or use any data, designs, drawings, specifications or other information (including, without limitation, information relating to volumes, deliveries and specifications of Cargo) belonging to or supplied by or on behalf of The Company (collectively, the “Confidential
Information”). Upon expiration or termination of this Agreement or upon The Company’s earlier request, Carrier shall return to The Company all Confidential Information including any copies thereof.
18. Risk of Loss and General Indemnity
(a) Carrier will be fully responsible for any and all loss or damage to, and will be deemed to have full care, custody and control of, the Cargo during the course of providing the Services and until such time as the Cargo is unloaded at the Delivery Site(s). In the event of any loss of or damage to the Cargo prior to [completion of] unloading at the Delivery Site(s), howsoever caused, whether by Carrier’s negligence or otherwise, Carrier shall pay to The Company the greater of the purchase order value or the replacement value of such lost or damaged Cargo.
(b) Carrier shall indemnify and hold harmless The Company and its affiliates and their respective directors, officers, employees and agents from and against all claims, losses, expenses, damages, costs, legal actions and demands of whatever nature (including legal fees and expenses) arising out of or resulting from any negligent, grossly negligent, reckless or intentional act or omission of Carrier during the performance of the Services or any breach by Carrier or its employees of the terms of this Agreement.
(c) Except as otherwise set forth in this Agreement, all claims will be dealt with in accordance with the terms of this Agreement.
(a) Carrier shall be an independent contractor of The Company in the performance of the Services under this Agreement, and no employment or agency relationship is hereby created between Carrier or any employees of Carrier, on the one hand, and The Company, on the other hand, and no employee benefits available to the employees of The Company shall accrue to Carrier or any employees of Carrier.
(b) Neither payment by The Company of any amount due to Carrier under this Agreement nor acceptance by The Company of any deliveries of Cargo shall be deemed to be an acceptance by The Company of the Services or a waiver by The Company of any of the rights that The Company may have against Carrier under this Agreement.
(c) Time is of the essence of this Agreement.
(d) Invalidity of any provision of this Agreement will not affect the validity of any other provision, and the remaining provisions will remain in force and effect.
(e) Failure of The Company to insist upon strict performance of any of the terms and conditions herein shall not be deemed a waiver of any rights or remedies that The Company has or shall have and shall not be deemed a waiver of any subsequent default of the terms and conditions of this Agreement.
(f) This Agreement may not be modified, amended or supplemented except by an agreement in writing signed by both of the parties hereto.
(g) The laws of Georgia shall apply to and govern the interpretation of this Agreement, and venue for any proceedings hereunder shall be in the State of Georgia. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the Commencement Date.
Company Representative’s Name___________________________________________
Company Representative’s Signature________________________________________
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