Primary Carrier Terms & Conditions

This Agreement shall govern the services provided by {companyName15} a licensed and authorized motor carrier pursuant to {dot} {mc} (hereinafter referred to as “Carrier”) and Royalty Logistics, LLC, (hereinafter referred to as “Broker”). Broker and Carrier agree that notwithstanding other provisions, carriage documents or regulation to the contrary, this Agreement shall govern Carrier’s performance and obligations pertaining to Transportation Service for freight contracted to Carrier by Royalty.

 

BY CARRIER PROVIDING TRANSPORTATION SERVICES TO BROKER, WHETHER ORDERS ARE ACCEPTED VERBALLY, ELECTRONICALLY OR IN WRITING, CARRIER AGREES TO THE TERMS AND CONDITIONS UNDER THIS AGREEMENT.

 

The parties agree that in consideration of the mutually expressed or implied warranties, covenants and/or promises set forth in this Agreement, the parties agree as follows:

 

Broker Status. Broker, is a licensed broker pursuant to the authority of the Department of Transportation (DOT), operating under authority number MC#. 055111, and arranges independent, third-party motor carriers to transport vehicles for transportation for its customers, in accordance with 49 U.S.C. § 13102 (2), 49 C.F.R. §371.2 and 49 U.S.C. § 14501(c)(1).

 

Carrier Status, Rights and Responsibility. Carrier warrants and represents that it is a contract carrier operating under the Department of Transportation (DOT) operating authority under DOT operating authority number {mc} and its DOT authorization has never been suspended, revoked and/or expired. Carrier performs loading, unloading, transportation and delivery of motor vehicles (Transportation Services) for Broker and its customers as an independent contractor and will not for any purpose be considered the agent, representative or employee of Broker or Broker’s customers. Carrier has exclusive control and direction of the work Carrier performs pursuant to this Agreement. Carrier will not contract or take other action in the Broker’s name without the Broker’s prior expressed written consent.

 

 

No Right to Lien or Delay Release of Motor vehicles or Equipment. Carrier shall not assert any lien or make any claim on any motor vehicles or equipment, and no lien shall attach against Broker, its Customers or any motor vehicles or equipment, for failure of Broker, the Customer or any other third party to pay Carrier for charges due to Carrier. 

 

Waiver of Rights. Carrier shall, notwithstanding any other terms of this

Agreement, expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with this Agreement.

The rights of the Broker under this Agreement are cumulative and failure by the Broker to strictly enforce the promises, warranties and express or implied conditions of performance by the Carrier shall not be deemed as a waiver of Broker’s rights or remedies under this Agreement,

 

Sub-Contract Prohibition. Carrier expressly agrees that all freight tendered to it by Broker shall be transported on equipment operated only under the authority of Carrier, and that Carrier shall not in any manner sub-contract, broker, or in any other form arrange for the freight to be transported by a third party without the prior written consent of Broker. If Carrier breaches this provision, the Broker shall have the right to pay the monies it owes to Carrier directly to the delivering Carrier, in lieu of payment to the contracted Carrier. Upon Broker’s payment to the Carrier, Carrier shall not be released from any liability to Broker under this agreement. In addition to the indemnity obligation reflected in this agreement, the Carrier shall be liable for consequential damages for violation of this Section.

 

Authorities and Licenses; Compliance with Laws. Carrier warrants that it is

a fully qualified motor carrier that holds all required federal and state operating licenses and authorities. Carrier, its personnel and its drivers, represent and warrant that they understand and acknowledge the requirements of the Federal Motor Carrier Safety Regulations and the Department of Transportation (DOT) and the Federal Highway Administration rules and regulations. If Carrier’s safety rating changes at any time during the term of this Agreement or if Carrier is sold, merges or dissolves or experiences a change in control of ownership, Carrier shall notify Broker immediately (within 24 hours). Carrier shall comply with all applicable federal, state and/or local laws and regulations (including obtaining all permits and licenses), and any applicable representations or contractual clauses required thereby are incorporated by reference or by operation of law in this Agreement. Carrier represents and warrants that all of its drivers have valid commercial driver’s licenses and that no driver’s commercial license has ever been revoked, suspended by any Federal or state licensing or court authority. Further, Carrier represents and warrants to Broker that each driver satisfies all the provisions of 49 CFR § 391(specifically 49 CFR § 391.44 Physical Qualifications for Drivers) and 49 CFR § 392 and that none of their drivers have ever tested positive for alcohol or use of controlled substances. Carrier represents and warrants that it conducts random testing of drivers in accordance with 49 CFR § 382.305 and 49 CFR § 382.307. Failure of Carrier to comply with this section shall constitute a breach of this Agreement and allow Broker, in its sole discretion, to terminate this Agreement without advance notice to Carrier and pursue all remedies at law or equity.

 

Booking Confirmation. Carrier shall transport shipments arranged by Broker pursuant to carrier load, Bill of Lading (BOL) or booking confirmation sheet(s) (as applicable). Carrier must utilize the Broker’s mobile application (currently vehicHaul) used to track and evidence the pickup, location and delivery of vehicles tendered to the Carrier.

 

FAILURE OF THE CARRIER TO UTILIZE THE VEHICHAUL MOBILE APPLICATION AND/OR FAILURE TO DELIVER WITHIN 24 HOURS OF THE AGREED UPON DELIVERY TERMS WILL RESULT IN A 25% REDUCTION
IN THE AGREED UPON RATE OF CARRIAGE.

 

Compensation. The Broker shall pay Carrier for services rendered in an amount equal to the fees/rates and accessorial charges agreed to on the Broker/Carrier Rate Confirmation Sheet or other writing. Carrier must submit proof of delivery with invoices and rate agreement to Broker, in the form required by Broker, as a precondition of payment for services hereunder (see Section 7 above). Payment terms shall be 30 to a maximum of 45 days from receipt of all necessary supporting documentation including rate confirmation, invoice and BOL, provided that no damage to freight has occurred or no other claims of loss have occurred during transport. Carrier agrees that the amount of payment is correct unless Carrier disputes the amount of such payment within ten (10) days of issuance. Broker reserves the right to withhold or offset payment with respect to the amount the Carrier is liable for under this Agreement, including without limitation, claims for freight/vehicle loss, damage or delay or expenses incurred by Broker in arranging for alternative Transportation Services when Carrier fails to perform Transporation Services contracted with Broker. Broker shall have no responsibility for payment of invoices for a shipment that was dispatched at least one hundred and eighty (180) days prior to Broker’s receipt of the invoice. In no event will the Carrier seek payment of any amounts due or alleged due under this Agreement from any third party including, but not limited to, any provider or Customer of Broker. Carrier shall not place a lien on any motor vehicles or other cargo transported hereunder. The Carrier will only be paid for successful deliveries. Any ancillary costs to remedy a Transportation Service or a related service breach (for example damages incurred while providing Transportation Services) shall be deducted from the rate/fee that would have been due to the Carrier.

 

 

Payment of Invoices. Carrier agrees that Broker is the sole party responsible for payment of Carrier’s invoices and that, under no circumstance, will Carrier seek payment from other parties, including, without limitation, the Broker's Customer, shipper or consignee. Carrier agrees to assume full responsibility for

the payment of all local, state, federal and intra-provincial payroll taxes, and contributions or taxes for unemployment insurance, worker’s compensation insurance, pensions, and other social security or related protection with respect to the persons engaged by Carrier for Carrier’s performance of the Transportation Services and related services, and Carrier shall indemnify, defend and hold Broker, and its Customer harmless from any claims arising therefrom. In addition to other documentation required by the Broker under this Agreement, Carrier shall provide Broker with Carrier’s Federal Tax ID number and a copy of Carrier’s IRS Form W-9 prior to commencing any Transportation Services or related services for Broker, under this Agreement.

 

 

Insurance Coverage. Carrier shall, at its sole cost and expense, procure and maintain during the term of this Agreement, with insurance companies rated A- or better by A.M. Best and authorized to do business in the applicable jurisdictions, the following minimum insurance coverage:

 

(a) Automobile Liability Insurance

Coverage for all owned, non-owned, and hired vehicles with limits of not less than $1,000,000 per occurrence for bodily injury and property damage. Coverage must include liability for the operation of car haulers, stingers, and other equipment used for the transport of new, used, and high value/luxury/exotic automobiles.

 

(b) Motor Truck Cargo Insurance

Coverage for physical loss of or damage to vehicles in the Carrier’s care, custody, or control in an amount not less than $500,000 per occurrence, or such higher limits as may be required by Broker for specific high-value shipments.

This policy must:

• Specifically cover new, used, luxury, and exotic automobiles, including while in transit, during loading/unloading, and in temporary storage incidental to transportation;

• Contain no exclusion for unattended vehicles, theft, or acts of God;

• Include coverage for mysterious disappearance, employee dishonesty, and collision/overturn;

• Not contain any co-insurance penalties or per-vehicle sub limits below $150,000 without Broker’s prior written consent.

 

(c) Commercial General Liability Insurance

With limits not less than $1,000,000 per occurrence and $2,000,000 aggregate, covering bodily injury, property damage, premises/operations, products/completed operations, and contractual liability.

 

(d) Workers’ Compensation and Employers’ Liability Insurance

As required by law in the jurisdictions where services are performed, including Employers’ Liability limits of $500,000 each accident, $500,000 each employee, and $500,000 policy limit.

 

Additional Insured and Loss Payee Designation.

Broker, its affiliates, officers, directors, and employees shall be named as Certificate Holders and Additional Insureds on the Automobile Liability and Commercial General Liability policies, and as Loss Payees on the Cargo policy with respect to any covered vehicle loss.

 

Waiver of Subrogation.

All policies shall include a waiver of subrogation in favor of Broker and its affiliates, to the extent permitted by law.

 

Certificates of Insurance.

Carrier shall provide Broker with Certificates of Insurance evidencing the required coverage prior to commencing services and shall ensure that updated certificates are provided at each policy renewal. Each certificate shall include a minimum 30-day advance written notice of cancellation, non-renewal, or material change.

 

 

 

 

 

Subcontractors.

 

Carrier shall not use subcontractors or owner-operators without Broker’s prior

written approval. If approved, Carrier shall ensure that all such parties meet the same insurance requirements and shall provide evidence of compliance.

 

No Limitation of Liability.

Carrier’s insurance obligations shall not limit its liability under this Agreement or applicable law. Any limitations contained within an insurance policy shall not diminish Carrier’s duty to indemnify Broker. In the event the Carrier’s insurance does not meet the Broker’s insurance requirements detailed herein, the Broker shall be entitled to assess a surcharge to all loads until the defect is cured.

 

Shipping Document Execution & General Procedures. Carrier is to be named on the bill of lading as the “carrier of record” in performing Transportation Services under this Agreement. Carrier agrees to provide evidence of pickup and delivery in the form designated by the Broker, picked up at the origin and the description and condition of each vehicle in the shipment at its designated point(s) of delivery with evidence of acceptance and acknowledgment by the recipient of the shipment as in the form determined by the Broker (see Section 7). If Carrier fails to comply with such procedures, in addition to, and without in any way limiting, any other right or remedy to Broker, or its customer, Broker may assess a non-compliance fee in amount up to 25% of the agreed carriage amount, which non-compliance fee shall be applied against the fees paid to the carrier by Broker for Transportation Services performed under this Agreement.

 

INDEMNIFICATION. CARRIER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS BROKER, ITS AFFILIATES AND ITS CUSTOMERS (AS INTENDED THIRD PARTY BENEFICIARIES) FROM ANY AND AGAINST ALL LOSSES (as defined below) ARISING OUT OF OR IN CONNECTION WITH THE TRANSPORTATION SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING THE LOADING, UNLOADING, HANDLING, TRANSPORTATION, POSSESSION, CUSTODY, USE OR MAINTENANCE OF MOTOR VEHICLES OR EQUIPMENT OR PERFORMANCE OF THIS AGREEMENT (INCLUDING BREACH HEREOF) BY CARRIER OR ANY CARRIER REPRESENTATIVE. CARRIER’S OBLIGATION TO INDEMNIFY AND DEFEND SHALL NOT BE AFFECTED BY ALLEGED NEGLIGENCE OR WILLFUL MISCONDUCT OF BROKER, ITS AFFILIATES OR CUSTOMERS. IT IS THE INTENT OF THE PARTIES THAT THIS PROVISION BE CONSTRUED TO PROVIDE INDEMNIFICATION TO BROKER, ITS AFFILIATES AND CUSTOMERS TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF THIS PROVISION IS FOUND IN ANY WAY TO BE OVERBROAD, IT IS THE PARTIES INTENT THAT THIS PROVISION BE ENFORCED TO ALLOW INDEMNIFICATION TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW. “Losses” mean any and all losses, liabilities, obligations, personal injury, bodily injury, property damage, loss or theft of property, damages, penalties, actions, causes of action, claims, suits, demands, costs and expenses of any nature whatsoever, including reasonable attorneys’ and paralegals’ fees and other costs of defense,

investigation and settlement, costs of containment, cleanup and remediation of spills, releases or other environmental contamination and costs of enforcement of indemnity obligations. 

 

Carrier’s Liability. Carrier assume the liability of a motor carrier under the Carmack Amendment (currently codified at 49 U.S.C. § 14706) for any loss, delay, damage to or destruction of all goods or property tendered to Carrier from pickup to delivery. Carrier assumes full liability for the greater of replacement cost or invoice value for loss, damage or destruction of all goods or property tendered to Carrier by Broker, and for the full course of carriage (including possession, custody, transport and control). Carrier shall inspect each load at the time it is tendered to Carrier to assure its condition. If a Carrier is tendered for a load which is not in suitable condition, it shall notify the Broker immediately. Vehicle(s) which has been tendered to Carrier intact and released by Carrier in a damaged condition or lost or destroyed after such tender to Carrier, shall be conclusively presumed to have been lost, damaged or destroyed by Carrier.

 

Payment of Customer Damages. Carrier shall either pay Broker directly or allow Broker to deduct from the amount Broker owes Carrier, the amount of Customer’s full actual loss. Carrier agrees that it will assert no lien against vehicles transported hereunder. The Broker shall deduct from the amount the Broker otherwise owes Carrier, the Customer’s full actual loss of all claims that are not resolved within ninety (90) days of the date of the claim. Carrier agrees to indemnify Broker for any payments relating to such loss or damage incurred hereunder. In the event of an accident, Carrier shall notify Broker immediately for further instructions. Carrier shall return all damaged shipments at its expense to the point of origin or to other points as instructed by Broker. Claims notification procedures will be followed in accordance with the procedure described in 49 C.F.R. §370.1-11. Carrier will make all payments pursuant to the provisions of this Section within thirty (30) days following receipt by Carrier of Customer’s invoice or demand and supporting documentation for the claim.

 

Salvage Claims. Subject to Section 14, Carrier shall waive all right of salvage or resale of any of Customer’s damaged goods and shall, at Broker’s reasonable request and direction, promptly return or dispose, at Carrier’s cost, all of Customer’s damaged goods and shipped by Carrier. Carrier shall not under any circumstance allow Customer’s goods to be sold or made available for sale or otherwise disposed of in any salvage markets, employee stores, or any other secondary outlets. If damaged goods are returned to the Customer and salvaged by the Customer, Carrier shall receive credit for the actual salvage value of such goods.

 

Governing Law; Consent to Jurisdiction and Integration. This Agreement shall be construed, to the extent not preempted by applicable federal law, under

the laws of the State of Michigan, and any Federal regulations or laws that pre-empts or supplement Michigan law, without giving effect to any choice or conflict of law rules. Broker and Carrier waive all rights to trial by jury in any action, suit or proceeding brought to enforce or defend any rights or remedies under this Agreement. Each of the parties hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any federal or state court sitting in Oakland or Wayne County Michigan in any suit, action or arising out of, connected with, related to, or incidental to the relationship established among them in connection with this Agreement and (ii) waives, to the fullest extent permitted by law, any objection to venue or any defense of inconvenient forum in connection with any such court; provided however that jurisdiction for disputes regarding claims brought by third parties requiring Carrier’s indemnification may be effected in the courts where third party claims are filed. This written Agreement, together with any load confirmation, contains the entire agreement between the parties and may only be modified by a signed written agreement. 

 

Safety Rating. Carrier shall endeavor to maintain a satisfactory U.S. DOT Safety Rating but under no circumstances is Carrier allowed to provide services under this Agreement if their safety rating falls to “unsatisfactory”.

 

Confidentiality Obligations. Carrier acknowledges that in carrying out this Agreement, it shall learn proprietary information about Broker and its business, including its rates, services, personnel, computer systems, Customers, traffic volumes, origins and destinations, commodity types, shipment information and business practices (the “Information”). During this Agreement’s term and for 12 months after its termination, Carrier shall hold the Agreement provisions and Information in confidence, restrict disclosure to those Carrier Representatives with a need to know, and not use the Information to Broker’s competitive detriment or for any purpose except as contemplated hereby. Carrier may disclose Information to the extent required by a governmental agency or under a court order, if Carrier notifies Broker of such requirements before disclosure. 

 

Non solicitation of Customers. To the fullest extent allowed under applicable law, during this Agreement’s term and for 12 months after its termination, Carrier shall not, and will cause the Carrier Representatives not, to directly or indirectly, solicit or provide Transportation Services to any Customer without Broker’s prior written consent if: (a) that Customer first became known to Carrier as a result of Broker’s engagement of Carrier, (b) the type of Transportation Service, such as the origins and destinations served or commodity types, provided to that Customer first became known to Carrier as a result of Broker’s engagement of Carrier or (c) the first shipment transported by Carrier for that Customer was tendered to Carrier by Broker. If Carrier or any Carrier Representative solicits a Customer in violation of this Section, Carrier shall pay to Broker as a commission 25% of the total charges for Transportation Services provided by Carrier to such Customer.

 

Savings Clause. If any provision of this Agreement is held to be invalid, by a court of competent jurisdiction or by operation of law, the remainder of the Agreement shall remain in force and effect with the offensive term or condition being stricken to the extent necessary to comply with such court order or other legal or regulatory proceeding.

 

Term/Termination. This Agreement shall be for the period of one (1) year and shall be automatically renewed unless terminated under this section. Either party may terminate this Agreement upon fifteen (15) days of written notice.

 

Carrier Cancellation Fee. In the event Carrier cancels a confirmed load more than twenty-four (24) hours after the booking is made with the Broker, the Carrier shall be liable to pay a minimum cancellation fee of one hundred dollars ($100) to the Broker.

 

Carrier Delay Fee. Should the Carrier fail to pick up the load within twenty-four (24) hours of the agreed-upon pickup time at the time of booking, the Broker reserves the right to reduce the Carrier's payment by up to ten percent (10%) of the agreed-upon rate. Should the Carrier fail to deliver the load within forty-eight (48) hours of the agreed-upon delivery time, the Broker reserves the right to reduce the Carrier's payment by an additional ten percent (10%) of the agreed-upon rate.

 

Liquidated Damages. The parties agree that the charges included under this Agreement, including, without limitation charges under Sections 7, 8, 10, 11, 19, 22, and 23, are fair, reasonable, and represent genuine estimates of the actual damages that Broker would incur because of such breach, and is not a penalty. The parties further agree that this provision is intended to compensate the Broker and not to punish the Carrier. Notwithstanding the foregoing, Carrier agrees that any breach by the Carrier under this Agreement will allow the Broker, in addition to recovery of actual damages, to recover lawful interest, attorney fees and costs of litigation, arbitration or mediation.

 

Entire Agreement
This Agreement, along with any rate of confirmations, contains the entire agreement between the parties and supersedes all prior agreements, written or oral.

 

Notices.

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and shall be deemed to have been duly given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (with tracking and delivery confirmation); (c) on the date sent by email or other electronic communication (with confirmation of transmission and receipt), if sent during normal business hours on a business day (or on the next business day if sent after normal business hours or on a non-business day); or (d) on the fifth (5th) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the addresses or email addresses set forth in the Agreement or to such other address as may be designated by a party in writing.

 

Broker reserves the right to modify or amend this Agreement at any time and any services provided by Carrier shall be governed by the Agreement then in effect. We will notify you when we make changes to this Agreement and will give you an opportunity to review and comment on the revised terms before you accept new orders. Acceptance of a new order following notice of a change to this Agreement constitutes your acceptance of the same.