broker_carrier_agreement

Document Sample
broker_carrier_agreement Powered By Docstoc
					                                                      MDR Logistics, LLC.
                                                                   MC 734158

                                            Transportation Brokerage Agreement
This Agreement is entered into this ____, day of ______________, 20__, by and between MDR Logistics, LLC. (“Broker”), a Registered Property
Broker, Lic. No. MC-734158 and _____________________________________________ a Registered Motor Carrier. Permit/Certificate No. DOT-
________________________ (“Carrier”); collectively, the “Parties” (“Registered” means operated under authority issued by the Federal Motor
Carrier Safety Administration (or its predecessors) within the U.S. Department of Transportation).

1. Carrier represents, warrants and agrees that:                              has been timely notified.

                                                                              H. Carrier does not have an “Unsatisfactory” safety rating issued by the
A. Carrier is a Registered Motor Carrier of Property authorized to            Federal Motor Carrier Safety Administration (“FMCSA”), U.S.
provide transportation of property under contracts with shippers and          Department of Transportation, and will notify Broker in writing
receivers and/or brokers of general commodities.                              immediately if its safety rating is changed to “Unsatisfactory” or
                                                                              “Conditional”.
B. Carrier shall transport the property, under its own operations authority
and subject to the terms of this Agreement.                                   I. Carrier authorizes broker to invoice Carrier‟s freight charges directly
                                                                              to Broker‟s Customer or other party responsible for payment.
C. Carrier agrees the insertions of Broker‟s name as the carrier on a bill
of lading shall be for Broker‟s Customers convenience only and shall not      J. Carrier has investigated, monitored, and agrees to conduct business
change Broker‟s status as a property broker of Carrier‟s status as a motor    hereunder based on the credit-worthiness of Broker and is granting
carrier.                                                                      Broker credit terms accordingly.

D. Carrier will not re-broker, subcontract, assign or interline the           K. Carrier shall be responsible for required security, (including trailer
shipments hereunder, without prior written consent of Broker. If Carrier      seals) temperature control protection, and shall provide Broker with
breaches this provision, Broker shall have the right of paying the monies     immediate notice of any alleged or actual non-compliance by means of
it owes Carrier directly to the delivering carrier, in lieu of payment to     fax or email. Carrier shall not sell, auction, or otherwise dispose of any
Carrier Upon Broker‟s payment to delivering carrier, Carrier shall not be     freight or shipment without providing at least 30 days notice in writing
released from any liability to Broker under this Agreement, Carrier will      sent via certified mail or fax with proof of delivery to Broker and shipper
be liable for consequential damages for violation of this Section.            of the scheduled date, time and place of sale or other intended
                                                                              disposition.
E. Carrier is in compliance, and shall maintain compliance during the
terms of this Agreement, with all applicable federal, state and local laws    L. Carrier is experience in transporting refrigerated products and
relating to the provision of its services including, but not limited to:      understands and agrees that: delivery time requirements and temperature
transportation of Hazardous Materials, (including the licensing and           specifications are critical and that failure to comply with either or both
training of drivers), as defined in 49 C.F.R § 172.800, §173, and §397 et     time requirements and temperature specifications may result in partial or
seq. to the extent that any shipments hereunder constitute Hazardous          total damage to the shipment and/or partial or total rejection of a
materials; security regulations; owner/operator lease regulations; loading    shipment: refrigerated products are commonly subject to strict quality
and securement of freight regulations including, but not limited to,          control specification that may require destruction of the shipment in the
hiring, controlled substances, hours of service regulations, sanitation,      event require temperature are not maintained, which may eliminated the
temperature, contamination requirements for transporting food,                ability to salvage the shipment in whole or in part.
perishables, and other products, qualifications and licensing and training
of drivers; implementation and maintenance of equipment safety                M. Carrier will not accept shipments until Carrier‟s trailer has been pre-
regulation; maintenance of control of the means and method of                 cooled to proper temperature.
transportation including, but not limited to , performance of its drivers.
                                                                              N. Carrier will confirm that delivery dates and temperature requirements
F. Carrier will notify Broker immediately if its federal Operating            are the same on the bill of lading and the Rate Confirmation. Carrier
Authority is revoked, suspended or rendered inactive for any reason; if it    assumes all risk of loss for any discrepancies.
is sold; if there is a change in control of ownership; or if any insurance
required hereunder is threatened to be or is terminated, cancelled,           O. Carrier accepts all risk of loss for loading or transporting shipments at
suspended, or revoke for any reason.                                          the incorrect temperatures, and Carrier agrees to transport perishables at
                                                                              the required temperature during the entire period of transportation.
G. Carrier shall indemnify, defend and hold Broker and its shipper
customer harmless from any claims, actions or damages, arising out of or      P. In the event a refrigerated shipment is partially or wholly rejected (for
related to its performance under this Agreement, including cargo loss or      any reason), or Carrier is unable to deliver a shipment for any reason,
damage, theft, delay, damage to property, personal injury or death.           Carrier will immediately notify Broker (or shipper if directed by Broker),
Carrier‟s obligation to defend shall include all costs of defense as they     for disposition/salvage instructions, Pending receipt of disposition
accrue with Broker‟s choice of counsel.                                       instructions, Carried shall place the shipment in a holding facility as
                                                                              instructed by Broker, or Broker‟s Customer, or if no instructions them at
                                                                              a receiver, a public warehouse, or its own storage facility at the required
                                                                              temperature.
2. Broker and Carrier further agree as follows

                                                                                C. LOSS & DAMAGE CLAIMS:
A. SHIPMENTS: Broker agrees to solicit and obtain freight
transportation business for Carrier on a non-exclusive basis to the mutual        a. Carrier shall comply with 49 C.F.R. §370.1 et seq. and any
benefit of Carrier and Broker. Broker shall inform Carrier of (i) place of           amendments thereto and any other applicable regulations adopted
origin and destination of all shipments and (ii) if applicable, any special          by the FMCSA, U.S. Department of Transportation, or any
shipping instructions or special equipment requirements of which Broker              applicable state regulatory agency, for processing any loss and
                                                                                     damage claims and salvage.
B. BILLING: Broker agrees to conduct all billing services for its
Customers. Carrier shall invoice Broker for the charges contained in              b. Carrier‟s liability for any cargo damage, loss, or theft due to any
Brokers Rate Confirmation, which is incorporated herein by reference.                cause shall be determined under the Carmack Amendment, 49
Additional rates for truckload or Ltl shipments, or any modifications or             U.S.C. §14706.
amendments to the agreed rates, may be included to meet changing
market conditions, Customer requirements, Broker requirements, and/or             c. Carrier indemnification liability herein for freight loss and
specific shipping schedules as mutually agreed upon, and shall be                    damage claims shall include legal fees which shall constitute
confirmed in writing by both parties. Any such additional, modified, or              special damages, the risk of which is expressly assumed by
amended rates shall automatically be incorporated herein by reference.               Carrier, and which shall not be limited by any liability of Carrier
                                                                                     Described herein.
C. RATES: Any rates agreed upon verbally shall be deemed confirmed
in writing only where Carrier has billed the agreed rate and Broker has          d. Except as provided herein, neither Party shall be liable to the other
paid it in full. All written confirmation or rates, including but not limited       for consequential damages without prior written notification of the
to stop=offs detention, loading or unloading, fuel surcharges, other                risk of loss and its approximate financial amount, and agreement
accessorial charges, released rated or values, or tariff, rules or circulars,       to assume such responsibility in writing. Loss or damages arising
shall only be valid when specifically agreed to in a signed writing by the          out of delayed delivery, failed delivery, or failure to maintain
Parties.                                                                            required temperatures of refrigerated shipments shall not constitute
                                                                                    consequential damages.
D. PAYMENT: Broker is the sole party responsible for payment of
Carrier‟s charges. Failure of Broker to collect payment from its                 e. Broker will submit freight loss and damage claims, in compliance
Customers shall not relieve Broker of its obligation to pay Carrier.                with 49 CFR §370.1 et seq., to Carrier within nine (9) months of
Broker agrees to pay Carrier‟s undisputed invoice within 30 days of                 delivery date or schedule delivery, whichever is earlier. Carrier
receipt of a legible copy of the bill of lading, signed Rate Confirmation           shall pay, decline or make settlement offering in writing on all
and any other documents pertaining to the load, provided Carrier is not             cargo loss and damage claims within 30 days of receipt of the
in default under the terms of this Agreement. Carrier shall not seek                claim. Failure of Carrier to pay, decline or offer settlement within
payment from Shipper of Shipper can prove payment to Broker.                        such 30-day period shall be deemed admission by Carrier of full
                                                                                    liability for the amount claimed and shall be deemed a material
E. BOND: Broker shall maintain a surety bind or trust fund in the                   breach of this Agreement.
amount of $10,000 on file with the FMCSA in a form an amount not less
than that required by FMCSA regulations.
                                                                                D. INSURANCE: Carrier shall furnish Broker with Certificate(s) of
3. Carrier Responsibilities:                                                    Insurance, or insurance policies providing thirty (30) days advance
                                                                                written notice of cancellation or termination, and unless otherwise agree,
A. EQUIPMENT: Subject to the representation and warranties in Section           subject to the following minimum limits: Commercial General Liability
1 hereinabove, Carrier agrees to provide the necessary equipment and            of $1,000,000.00; motor vehicle (including hired and non-owned
qualified by the Broker and/or its Customers. Carrier will not supply           vehicles) of $1,000,000.00 ($5,000,000.00 if transporting hazardous
equipment and qualified personnel; for completion of the transport              materials including environmental damages due to release or discharge
hazardous wastes, solid, or liquid, regardless of whether they meet the         of hazardous substances); cargo/damage loss $100,00.00; workers‟
definition in 40 C.F.R §261.1 et seq. Carrier will furnish equipment for        compensation with limits specified above, the insurance policies shall
transporting refrigerated products which are sanitary, free of any              comply with minimum requirements of the FMCSA and any other
contamination, suitable for the particular commodity being transported          applicable agency. Nothing in this Agreement shall be construed to avoid
and which will not cause in whole or in part adulteration of the                Carrier‟s liability due to any exclusion or deductible in any insurance
commodity as defined in 21 U.S.C. §342.                                         policy.

                                                                                E. ASSIGNMENT OF RIGHTS: Carrier hereby assigns to Broker all
B. BILLS OF LADING: Carrier shall issue a bill of lading in compliance          rights to collect freight charges from Customer or any responsible third
with the 49 U.S.C. §81010 et seq. and 49 C.F.R. §373.101 (and any               party on receipt of payment from Broker.
amendments thereto), for the property it receives for transportation under
the Agreement. Unless otherwise agreed in writing, Carrier shall become         4. Miscellaneous Terms and Conditions:
fully liable for the freight when it takes and/or receives possession
thereof, or the Carrier‟s trailer is loaded, regardless of whether a bill of    A. INDEPENDENT CONTRACTOR: It is understood and agreed that
lading has been issued, signed and /or delivered to Carrier. Carrier„s          the relationship between Broker and Carrier is that of independent
liability shall continue until delivery of the shipment to the consignee        contractor and that no employer/employee relationship exists or is
and receipt of signature from the consignee on the bill of lading or            intended. Broker has no control of any kind over Carrier, including but
delivery receipt. Any terms of the bill of lading (including but not            not limited to routing of freight, and nothing contained herein shall be
limited to payment terms) inconsistent with the terms of their Agreement        construed to be inconsistent with this provision.
shall be controlled by the terms of this Agreement. Failures by Carrier to
issue a bill of lading or design a bill of lading acknowledge receipt of
freight shall not affect the liability of Carrier.
B. DISPUTES:                                                                        remedy at law, including monetary damages, may be inadequate and
                                                                                    the parties shall be entitles, in addition to any other remedy they may
   a. In the event of a dispute arising out of this Agreement, including            have, to an injunction restraining the violating Party from further
   but not limited to Federal or State statutory claims, Broker shall               violation of this Agreement in which case the prevailing Party shall
   have the unilateral right to demand that the dispute be submitted to             be liable for all costs and expenses incurred, including but not limited
   arbitration. In such case, proceedings shall be conducted under the              to reasonable attorney‟s fees.
   rules of Transportation Arbitration and Mediation PLC (TAM).
   Arbitration proceedings shall be started within eighteen (18) months          E. NOTICES: All notices provided or required by this Agreement,
   from the date of delivery or scheduled date of delivery of the freight,       shall be made in writing and delivery, return receipt requested, to the
   whichever is later. Upon agreement of Partied, arbitration                    addresses shown herein below with postage prepaid; or by confirmed
   proceedings may be conducted outside of the administrative control            (electronically acknowledge on paper) facsimile.
   of the TAM. The decision of the arbitrators shall be binding and final
   and the award of the arbitrator may be entered as judgment in any             F. CONTRACT TERM: The term of this Agreement shall be one (1)
   court of competent jurisdiction. The prevailing party, whether in a           year from the date hereof and shall thereafter automatically be renewed
   court proceeding or in arbitration, shall be entitled to recover all costs,   for successive one-year periods, unless terminated upon thirty (30) days
   expenses and reasonable attorney fees, including but not limited to,          prior written notice, with or without cause, by either Party at any time,
   any incurred on appeals, or in the event further legal action is taken to     including the initial term. In the event of termination of this Agreement
   enforce the award or arbitrators. Arbitration proceedings shall be            for any reason, the Parties shall be obligated to complete performance of
   conducted at the office of the TAM nearest Houston, Texas or such             any work in progress in accordance in the terms of the Agreement.
   other place as mutually agreed upon in writing or directed by the
   acting arbitration association. The arbitration provision of this             G. SEVERABILITY: In the event any of the terms of this Agreement
   paragraph shall not apply to enforcement of the award of arbitration          are determined to be invalid or unenforceable, no other terms shall be
   applicable regulatory agency.                                                 affected and the unaffected terms shall remain valid and enforceable as
                                                                                 written. The representation, rights and obligations of the parties
   b. Venue, controlling law and jurisdiction in any court or arbitration        hereunder shall survive termination of the Agreement for any reason.
   proceeding shall be in the State of Texas, Harris County. Unless
   preempted or controlled by federal transportation law CRE-18 and              H. NO WAIVER: Failure of Broker to insist upon Carrier‟s strict
   regulations, the laws of the State of Texas shall be controlling              performance under this Agreement or to exercise any right or privileged
   notwithstanding applicable conflicts of laws rules.                           herein shall not be a waiver of any rights or privileges of Broker under
                                                                                 this Agreement.

C. BROKER‟S CUSTOMERS: Except as otherwise agreed by Broker.                     I. ASSIGNMENT: this Agreement may not be assigned or transferred
(i) During the term of this Agreement and upon termination for any               in whole or in part by Carrier.
reason, Carrier agrees not to solicit freight, accept or provide
transportation services (directly or indirectly) to any Broker‟s Customers       J. FAX CONSENT: The Parties to this Agreement are authorized to fax
for a period of 18 months following termination of this Agreement.               to each other at the numbers shown herein (or otherwise modified in
Broker‟s “Customers” for purpose of this Agreement shall mean any                writing from time to time) shipment availabilities, equipments and rate
shipper, consignee or other party responsible for payment, for whom              promotions, or any advertisements of new services.
Broker provided transportation services and was billed for those
services; and (ii) where Broker‟s Customers have multiple traffic lanes,         K. ENTIRE AGREEMENT: Unless otherwise agreed in writing, this
the prohibition of this paragraph is intended to apply only to those traffic     Agreement contains the entire understanding of the Parties and
lanes for which Broker provided transportation services as described             supersedes all prior verbal or written agreements, arrangements or
above. The prohibitions of this paragraph are intended to be effective           understandings of the Parties related to the subject matter stated herein.
regardless of whether Broker‟s Customers are treated as confidential for
any reason. If Carrier violates the terms of this paragraph, Broker shall        IN WITNESS WHEREOF, the Parties have signed this Agreement as of
be entitles to recover from Carrier 10% of the gross compensation                the date and year first shown above:
received by Carrier from any and all such Customers on all shipments
that Carrier transports for any such Customers during the term of this           MDR Logistics, LLC
Agreement and/or the 18 month period following the date of termination.          4008 Louetta Rd Suite #112
In addition to the above remedy, Broker may seek injunctive relief and           Spring, TX 77388
Carrier shall be liable for all costs and expensed incurred by Broker,           (832) 608-0430 Phone
including, but not limited to, reasonable attorney fees.                         (281) 209-9711 fax


D. CONFIDENTIALITY:                                                              MDR Logistics, Authorize Signature                               Date:

   a. In Addition to any confidential information protected by law,              Print Name and Title:
   statutory or otherwise, the Parties agree that all of their financial
   information and that of their customers, including but not limited to         Carrier Signature                                              Date
   freight and brokerage rates, amounts received for brokerage services,
   amount of freight charges collected, freight volume requirements, as          Print Name and Title:
   well as personal customer information, customer shipping or other
   logistics requirements shall be treated as confidential, and shall not be     Carrier Address:     ________________________________
   disclosed or used for any reason without prior written consent.                                    ________________________________
                                                                                                      ________________________________
   b. In the event of violation of this Section, the Parties agree that the      Carrier Phone:       ________________________________

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:3
posted:11/19/2011
language:Danish
pages:3