A. BROKER shall pay CARRIER for the Services provided by CARRIER under these Terms & Conditions at the rates and charges as agreed between the parties.

B. CARRIER shall invoice by the load. BROKER requires submittal of a bill of lading and/or proof of delivery with invoice as a condition of payment. Payment of invoices shall be made by BROKER within thirty (30) days of their receipt from CARRIER.

C. Except as may be later disclosed in a records review or audit, each party shall have one year from the date of shipment to file a claim with the other party for overcharges or undercharges relating to such shipment.

D. Except as otherwise provided in these Terms & Conditions, each party must bring a civil action to recover damages or amounts claimed under these Terms & Conditions within two (2) years from the date of shipment. Any matters not filed within the above limitations period shall be barred.

E. Except as otherwise provided in these Terms & Conditions, all lawsuits concerning disputed invoices, shall be commenced in the Superior Court of Illinois, Cook County or Texas, Travis County.

F. In the event that CARRIER accepts and provides Services to BROKER before reaching an agreement with BROKER on pricing, BROKER agrees to pay CARRIER the last pricing quoted by BROKER to CARRIER for that load or, in the event that no pricing has been provided by BROKER, BROKER agrees to pay for CARRIER’s Services based on BROKER’s standard pricing model.

A. General.

(1) Compliance with Laws, Rules and Regulations. CARRIER shall have authority from the FMCSA as a common carrier to transport general commodities in interstate commerce. CARRIER shall comply with all applicable provisions of the Interstate Commerce Act, related laws, rules and regulations of the FMCSA, and all applicable state and local laws, rules and regulations to the extent they govern CARRIER’s operations.

(2) Prompt Service. CARRIER shall promptly and efficiently receive, transport with reasonable dispatch and deliver safely the goods entrusted to it hereunder, whether received from SHIPPER or SHIPPER’s agents.

(3) Delay; Accidents. CARRIER shall notify BROKER of any accidents, spills, theft, hijacking or other events which impair the safe and prompt delivery of CARRIER’s goods in its control.

(4) OnHand Freight. CARRIER shall notify BROKER of any refused freight at SHIPPER and/or third party locations and request additional instructions regarding delivery or storage of the refused goods. Such notice by CARRIER shall be given as soon as reasonably practical.

B. Receipts, Bills of Lading and Load Sheets

(1) Bill of Lading, Receipt or Load Sheet. Each shipment received by CARRIER shall be evidenced by a bill of lading, SHIPPER’s load sheet or receipt in a form agreed to by the parties, signed by SHIPPER and CARRIER, showing the kind, quantity and condition of commodities received by CARRIER. Such bill of lading, load sheet or receipt shall be evidence of receipt of such commodities by CARRIER in apparent good order and condition or as may be otherwise noted on the face of such receipt.

(2) Delivery Receipt. Except as otherwise provided in an Exhibit, CARRIER shall obtain an acknowledgement of delivery for all shipments by notation on the bill of lading or a delivery receipt, signed and dated by the consignee.

(3) Period of Carrier Responsibility for Freight Tendered. CARRIER’s duties and responsibilities under these Terms & Conditions shall commence when SHIPPER tenders possession and control of SHIPPER’s property to CARRIER, and shall end when CARRIER arrives at the intended shipment destination when CARRIER is not unloading or, as applicable, completes the unloading of CARRIER’s trailer at the intended shipment destination.

(4) Conflict Between These Terms & Conditions and Bills of Lading. The parties agree that the bill of lading, load sheet or other form of receipt shall be used solely as a receipt for shipment and to identify the kind and quantity of goods, place of pickup and delivery, shipper and consignee and other information as required by SHIPPER. The terms and conditions stated herein shall govern the rights and obligations of the parties hereto.

C. Insurance Requirements.

Carrier warrants that it presently maintains policies of insurance as follows: (i) cargo insurance with minimum limits of liability of $100,000 per occurrence; (ii) automobile liability insurance with minimum limits of liability of $1,000,000 combined single limit for bodily injury and property damage; (iii) comprehensive general liability with contractual liability insurance with minimum limits of liability of $1,000,000 per occurrence; (iv) worker’s compensation insurance with minimum limits as may be required by statute; and (v) any other insurance required by the Department of Transportation or any other federal, state or local regulatory agency. CARRIER’s insurance shall be primary for all liabilities assumed by CARRIER under these Terms & Conditions.

D. Additional Carrier Covenants.

(1) CARRIER shall at all times hold a safety rating of “Satisfactory” issued by the United States Department of Transportation’s Federal Motor Carrier Safety Administration (“FMCSA”) or predecessor administration to FMCSA.

(2) CARRIER shall utilize only drivers who have been properly trained in the requirements imposed by the Federal Motor Carrier Safety Regulations (“FMCSR”) set forth at 49 C.F.R. Parts 390-397.

(3) CARRIER will not engage in any trade, practice or other activity which is harmful to the goodwill of BROKER or BROKER’s Shippers, or which reflects unfavorably on the reputation of BROKER or BROKER’s Shippers, or which constitutes deceptive or unfair competition, consumer fraud or misrepresentation.

(1) Under no circumstances shall CARRIER broker any load tendered to it by BROKER and/or SHIPPER to any other motor carrier, or broker, without the express, written consent of BROKER.

(2) In the event CARRIER violates this section, BROKER may pay the motor carrier directly, and CARRIER shall forfeit any right it may have to payment on that particular load. Additionally, CARRIER shall assume the liabilities of the motor carrier as if CARRIER had moved the load with their own equipment under these Terms & Conditions.

Where rates are based on mileage, mileages will be determined through the use of the most current version of PC Miler Practical Miles (Zip Code to Zip Code, with the 53-foot option turned on) at the time the load is tendered.

A. Carrier Liability. CARRIER shall be liable to SHIPPER for all loss and damage to SHIPPER’s goods occurring while such goods are in the possession and control of CARRIER. Liability, if any, for such losses and damages to SHIPPER shall be borne solely by CARRIER; BROKER shall have no such liability.

B. Claims; Processing. Claims shall be processed and disposed of by CARRIER in a reasonably timely fashion. In the event a claim is denied, CARRIER shall state a lawful reason for declining to accept responsibility for the claim, and shall be stated by the CARRIER, not its insurer.

Shall indemnify and defend BROKER, BROKER’s Shippers, their affiliated and associated companies, and their respective agents, officers, directors, and employees from and against any liability, loss, cost, claims, and expenses, including attorneys’ fees and costs of defense, arising out of the negligent and intentional acts and omissions of CARRIER, its thirdparty contractors, agents or employees.

It is understood and agreed between the parties hereto that BROKER shall be free to tender freight for transportation to carriers other than CARRIER and that CARRIER shall be free to accept freight for transportation from brokers other than BROKER.

Shall perform the services hereunder as an independent contractor and shall have exclusive control and direction of all persons operating equipment or otherwise engaged in providing transportation services. CARRIER assumes full responsibility for the acts and omissions of such persons and, when applicable, shall have exclusive liability for the payment of local, state and federal payroll taxes or contributions or taxes for unemployment insurance, workers’ compensation, old age pensions or other social security and related protection, and agrees to comply with all applicable rules and regulations pertaining thereto. Driving directions and other incidental shipment details provided to CARRIER employees by BROKER are for informational purposes only.

To the extent not governed by the Interstate Commerce Act or other applicable federal statutes, the laws of the State of Illinois or Texas shall govern the validity, construction and performance of these Terms & Conditions. All controversies, claims, actions, suits or proceedings arising hereunder shall be brought in the Superior Court of Illinois, Cook County or the Superior Court of Texas, Travis County.

Terms & Conditions if caused by riot, war, Act of God, governmental order or regulation, or other similar contingency beyond the reasonable control of the respective parties.

The party claiming force majeure shall notify the other party within twenty-four (24) hours of when it learns of the existence of such a condition and shall similarly notify the other within a period of two (2) working days after the condition is remedied. However, if such condition of force majeure is not remedied within 20 days, the unaffected party shall have the right to terminate any obligations created by these Terms & Conditions upon notice to the other party.

If any phrase, clause, sentence, or other provision contained in these Terms & Conditions violates any applicable statute, ordinance, rule or law, such phrase, clause, sentence or provision shall be ineffective to the extent of such violations without invalidating any other provision of these Terms & Conditions. The waiver by either party of any breach or default hereunder, or the failure of either party to enforce any of the terms and conditions herein, shall not affect, limit or waive the right of either party thereafter to enforce and compel strict compliance with these Terms & Conditions.

These Terms & Conditions represents the entire understanding of the parties with respect to the subject matter herein and cannot be amended except in writing signed by both parties. All prior discussions, understandings, negotiations and Agreements regarding the subject matter herein, are merged herein.

Except as otherwise expressly provided in these Terms & Conditions, in no event will either party be liable to the other for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.