VIEWS: 8 PAGES: 7 CATEGORY: Creating a Sales Agreement POSTED ON: 6/27/2014
This Trucking Service Agreement is between a carrier and a client that wants to use the carrier’s services. This agreement contains all of the essential clauses typically contained in carrier agreements, such as the carrier’s requirement to carry insurance, the carrier’s maximum liability amount, and more. In addition, this agreement requires the client to pay the carrier’s invoices in a timely manner or be subject to late fees and even cancelation of this agreement. This agreement is ideal for individuals or small businesses that want to provide or receive carrier services.
Trucking Service Agreement This Trucking Service Agreement is between a carrier and a client that wants to use the carrier’s services. This agreement contains all of the essential clauses typically contained in carrier agreements, such as the carrier’s requirement to carry insurance, the carrier’s maximum liability amount, and more. In addition, this agreement requires the client to pay the carrier’s invoices in a timely manner or be subject to late fees and even cancelation of this agreement. This agreement is ideal for individuals or small businesses that want to provide or receive carrier services. TRUCKING SERVICE AGREEMENT THIS TRUCKING SERVICE AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into as of __________________, [Instructions: Insert the date of this agreement] by and between ________________________ [Instructions: Insert the Carrier’s name] (hereinafter referred to as the “Carrier”), of _________________________________ [Instructions: Insert the Carrier’s address] and ________________________ [Instructions: Insert the Client’s name] (hereinafter referred to as the “Client”), of _________________________________. [Instructions: Insert the Client’s address] WHEREAS, Carrier is a duly registered motor carrier that is authorized to transport general commodities in intrastate and interstate commerce; WHEREAS, Client desires to engage the services of Carrier for the purposes of providing trucking services designed to meet the specialized transportation requirements and needs of Client (the “Services”); and, subject to the terms and conditions contained herein, Carrier desires to accept said engagement. NOW, THEREFORE, in consideration of the mutual promises, covenants and other good and valuable consideration hereinafter set forth, the parties hereto agree as follows: 1. TERM AND TERMINATION a. The term (“Term”) of this Agreement shall commence on the date hereof and shall continue in full force and effect for a period of ___________ (___) year // month [Instructions: Insert the duration of this agreement] (the “Initial Period”) unless terminated earlier hereunder. Following the Initial Period, the Term shall automatically renew on successive ___________ (___) year // month [Instructions: Insert the duration of the renewal period] periods (each a “Renewal Period”) until notice of termination is given by either Party or a new agreement between the parties is executed. b. Notwithstanding the foregoing, the Term may be terminated as follows: i. The Agreement may be terminated, for any reason, by either party upon ___________ (___) days [Instructions: Insert the length of advance written notice required to terminate this agreement] written notice. ii. The Agreement may be terminated immediately, without notice and without further obligation, by the non-breaching party, in the event that the other party: (1) violates any material provision of this Agreement; (2) files a petition in bankruptcy, or a petition in bankruptcy is filed against the party; or (3) becomes insolvent or makes a general assignment for the benefit of creditors. 2. SERVICES © Copyright 2014 Docstoc Inc. registered document proprietary, copy not 2 Carrier shall perform the Services customarily performed by motor carrier companies; namely, Carrier shall: (a) comply with all related laws, rules and regulations to the extent they govern Carrier’s operations; (b) strive to meet Client’s distinct needs and/or special requirements; (c) promptly and efficiently receive, transport and deliver safely and with reasonable dispatch the commodities entrusted to Carrier hereunder; (d) ensure that no shipment is diverted or re- consigned without Client’s prior written consent; (e) operate its motor vehicle equipment in a proper and lawful manner and maintain the such equipment in good, safe and lawful operating condition at all times; (f) employ in the operation of such vehicles and equipment fully qualified personnel; (g) procure and maintain such licenses and permits as are required by local, state, or federal authorities with respect to transportation services and comply with the laws and regulations applicable thereto; (h) provide all fuel, oil, tires, parts, road service, maintenance and repair in connection with the use and operation of the equipment and which may be required to keep the equipment in good repair and mechanical condition; (i) ensure that Carrier’s equipment is be clean, odor-free, dry, leak-proof, free of contamination and infestation and available to Client for loading of the commodities to be transported; (j) notify Client immediately of any accidents, spills, theft, hijacking or other events which impair the safe and prompt delivery of the goods in its custody and control; and (k) perform the Services in a competent fashion, with the highest amount of professionalism and integrity, in accordance with applicable standards of the profession. 3. COMPENSATION a. Client agrees to pay to Carrier the rates, cost and expense charges and fuel surcharge set forth in Exhibit “A,” attached hereto and incorporated herein, as full and complete compensation for the Services to be provided herein. Said rates and charges are intended to apply to all commodities shipped or received by Client’s shipping and receiving points. a. Carrier shall invoice Client promptly following delivery of freight, and Client shall make payment on each invoice within ___________ (___) days [Instruction: Insert the amount of time Client has to pay an invoice] following Client’s receipt of the applicable invoice (the “Invoice Payment Deadline”). b. In the event the Client fails to pay any portion of the invoice to the Carrier by the Invoice Payment Deadline, Carrier shall have the right to cease all Services until such time Client makes such payment. Further, in the event Client fails to pay any portion of the invoice within ___________ (___) days [Instruction: Insert the amount of time Client has to pay an invoice] following the Invoice Payment Deadline, such a breach may be deemed a material breach of the Agreement and Carrier may elect to terminate the Agreement and not complete the Services contemplated herein. Additionally on all unpaid invoices, Client shall be charged a late payment fee, which shall be equal to interest at the legal rate, compounded monthly. 4. BILL OF LADING Each shipment hereunder will be evidenced by a bill of lading, signed by Carrier showing the kind, quantity and condition of commodities received by Carrier. Such bill of lading shall be evidence of receipt of such commodities by Carrier in apparent good order and condition unless © Copyright 2014 Docstoc Inc. registered document proprietary, copy not 3 otherwise noted on the face of such bill of lading. Upon delivery, the party receiving shipment shall also sign the bill of lading indicating the kind, quantity and condition of commodities delivered. To the extent any term or condition of such bill of lading or receipt conflicts in any way with any term or condition of this Agreement, this Agreement shall govern. 5. LIABILITY a. Carrier agrees to assume the liability of a motor carrier for full actual loss, from the time of the receipt of any of said goods by Carrier until proper delivery has been made. Notwithstanding the foregoing, unless Client declares an excessive value on a shipping document and pays an increased rate, in no event will Carrier’s liability exceed ___________ Dollars ($______) [Instruction: Insert Carrier’s maximum liability per shipment] per shipment. b. The measure of damages for loss or damage shall be the invoice value of the goods. c. Unless the parties execute a separate agreement, in no event will either party be liable to the other for any indirect, special or consequential damages (such as, but not limited to, loss of profits, loss of revenue, loss of market, loss of customer goodwill, assembly line shutdowns, or punitive or exemplary damages) associated with any claim for loss and/or damage, regardless of whether the claim for such damages sounds in contract, tort, breach of warranty, consumer fraud, or otherwise. d. Except for cargo loss and/or damage as set forth herein, the parties shall indemnify, defend and hold each other, and their stockholders, successors, assigns, officers, directors, employees, agents and representative harmless against any losses arising out of or relating to all claims, liabilities, losses, damages, fines, penalties, payments, costs and expenses (including reasonable legal fees) to the extent caused by or resulting from the negligence and/or intentional acts of the indemnifying party, including its employees, contractors or agents, that results in a third-party claim for property damage or personal injury (including death) while performing under the Agreement. 6. INSURANCE Carrier shall at all times during the term of this Agreement have and maintain in full force and effect, with reliable insurance companies acceptable to Client, Public Liability, Property Damage, Cargo, and Workers’ Compensation Insurance, in at least the minimum amount required by applicable state and federal law or regulation for motor carriers. 7. RELATIONSHIP OF THE PARTIES Carrier agrees that Carrier’s Services shall be rendered as an independent contractor and that this Agreement does not create an employer-employee relationship between Carrier and Client. Carrier shall have no right to receive any employee benefits including, but not limited to, health insurance, life insurance, sick leave and/or vacation. Carrier agrees to pay all taxes including © Copyright 2014 Docstoc Inc. registered document proprietary, copy not 4 self-employment taxes with respect to all amounts paid hereunder and to indemnify Client in the event Client is required to pay such taxes on behalf of Carrier. 8. MISCELLANEOUS a. This Agreement constitutes the entire agreement between the parties hereto with respect to the specific subject matter hereof and supersedes all prior agreements or understandings of any kind with respect to the specific subject matter hereof. b. In the event that any provision or part of this Agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full force and effect. c. Any and all additions, deletions, or modifications to this Agreement must be in writing and signed by the parties or it shall have no effect and shall be void. d. This Agreement is binding upon and shall inure to the benefit of the respective successors, licensees and/or assigns of the parties hereto. Notwithstanding anything to the contrary contained herein, this Agreement is not assignable or transferable by either party, in whole or in part, without the prior written consent of the non-assigning party. e. No failure by either party to pursue any remedy resulting from any breach of any provision of this Agreement by the other party shall be construed as a waiver of that breach or as a waiver of any subsequent or other breach unless such waiver is in writing and signed by the non-breaching party. f. All notices, statements and/or requests for approvals that either party hereto is required or may desire to give to the other party shall be given in writing by addressing the same to the other party at the addresses set forth above, or at such other address as may be designated in a notice to the other party. Notices shall be made by personal delivery, courier, or by certified U.S. mail, return receipt requested, postage prepaid. Notice shall be deemed given on the date of delivery to the other party. g. This Agreement shall be governed in accordance with the laws of the State of _________________, [Instruction: Insert the state’s laws that will govern this agreement] applicable to agreements to be wholly performed therein. IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first written above. CARRIER: CLIENT: __________ [Instructions: Insert name] __________ [Instructions: Insert name] __________________________ __________________________ Authorized Signatory Authorized Signatory © Copyright 2014 Docstoc Inc. registered document proprietary, copy not 5 EXHIBIT “A” RATES, CHARGES, FUEL SURCHARGES 1. RATE ______________________________________________________________________________ ______________________________________________________________________________ [Instructions: Insert the Carrier’s rates] 2. CHARGES ______________________________________________________________________________ ______________________________________________________________________________ [Instructions: Insert the Carrier’s charges] 3. FUEL SURCHARGES ______________________________________________________________________________ ______________________________________________________________________________ [Instructions: Insert the Carrier’s fuel surcharges] © Copyright 2014 Docstoc Inc. registered document proprietary, copy not 6
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