1. This agreement is entered into this between Perfect Auto Mover, Brokers, here in after referred to as BROKER (MC 1483877) and Carrier here in after referred to as CARRIER (MC ). The terms and conditions shall be as follows: 2. INDEPENDENT CONTRACTOR: The parties agree that both CARRIER and BROKER are independent contractors and that their relationship as all times shall be viewed as such. 3. SERIES OF SHIPMENTS AND DISTINCT NEEDS: BROKER agrees to provide CARRIER with the opportunity for shipments within the scope of the CARRIER’S authority, and CARRIER agrees to transport any tendered shipments promptly and efficiently, subject to the terms and conditions specified herein to meet the distinct needs of the BROKER. 4. METHODOLOGY OF RATE MAKING: Rates shall be negotiated at the time of shipment and shall be agreed upon prior to CARRIER loading any vehicles. In the event that the rates are based on mileage, all miles will be based on either PC* MILER or MILE MAKER, as designated by BROKER’ S customer. A rate confirmation sheet shall be completed and signed by both parties and made a part of the contract. Payment to CARRIER by BROKER shall prevail as the contract rate or charge, and under-charge claims will not be honored unless presented within 60 days. 5. PAYMENT PROCEDURE: BROKER shall pay CARRIER within two (2) business days after receipt of payment from BROKER’S customer. BROKER cannot bill the customer until BROKER has received proof of delivery from CARRIER, including all transport damage, shipping order, CARRIER operating authority permits, certificates of insurance, and any other documents necessary to invoice the customer. In the event CARRIER collects at the delivery point, the moneys shall be payable to BROKER. CARRIER agrees that it always shall be responsible for collecting on C.O.D. deliveries. 6. REIMBURSEMENT BY OFFSET: In the event of any damage to vehicles while under its direction, possession, or control, CARRIER agrees to reimburse BROKER for all such damage claims paid by BROKER no later than thirty (30) days after notification from BROKER of such damage claims. CARRIER agrees that BROKER may withhold settlement amounts otherwise due CARRIER until such reimbursement is made, and if not made within thirty (30) days of notification , then BROKER may, in the sole exercise of its discretion, withhold and offset the amount of the damage claims from CARRIER’ S settlement before paying the balance to CARRIER. 7. CARRIER’S RIGHTS AND DUTIES: On each shipment, CARRIER shall issue a standard Bill of Lading and the traffic shall move under the terms and conditions of this Bill of Lading. Where there is a conflict bet ween the Bill of Lading and this contract, the provisions of this contract shall prevail. CARRIER shall be liable for all loss, damage, or liability occasioned by the transportation of property for which BROKER has arranged while such property is under the care, custody, or control of CARRIER. 8. SOLE CARRIER: CARRIER shall not cause or permit any shipment to be transported by any other motor carrier other than CARRIER, or any other mode of transport at ion other than that owned by CARRIER. 9. NON-SOLICITATION BY CARRIER: CARRIER agrees that during the term of this agreement and for one (1) year after its termination, under no circumstances will it directly or indirectly communicate with customers referred to CARRIER by BROKER. CARRIER further agrees that neither it nor its agents, nor anyone under its control or with whom it is associated in whatever capacity, will approach customers (back solicitations) introduced to it by BROKER and offer its services directly or indirectly, or accept traffic from such customers without BROKER’S participation. CARRIER agrees that if it breaches this restriction on soliciting customers introduced by BROKER, CARRIER will pay BROKER the highest percentage of revenue previously paid to BROKER on all traffic obtained by each breach. These payments shall continue during the period in which this agreement remains in force and for a period of one (1) year after termination of the agreement by either party. 10. BROKER’S RIGHTS AND DUTIES: BROKER shall uphold the good reputation of CARRIER and shall not misrepresent the services and abilities of CARRIER. 11. COMPLIANCE WITH REGULATIONS: CARRIER shall be responsible for complying with all applicable state and federal regulations, including those for the Federal Highway Administration and Department of Transport at ion, as applicable. 12. DAMAGE TO SHIPMENTS: CARRIER will be liable for the full loss or any damages resulting from loss, injury, damage, or delay on shipments. For the purposes of this agreement, “full loss” means the replacement or repair costs of the lost or damaged freight or any part thereof. Repairs to vehicles shall be performed by entities approved by the manufacturer, and prior to payment for such repairs, CARRIER shall be provided with reasonable information in support of such repair costs. If the manufacturer determines vehicles shall not be repaired, a claim will be processed utilizing the actual cost of the loss, minus the salvage value. The liability shall be for the full value of the item, which shall be understood to mean the replacement cost of the lost or dam aged item(s); except that if the shipper of the cargo is also the manufacturer (or its agent ) of the commodities shipped and an implied or expressed warranty of such commodities by the manufacturer exists, then the manufacturer of such commodity shall have sole discretion to establish the extent and amount of such loss up to the full value of the commodity and/ or reclassification of a vehicle changing it to used car status, constituting an amount of diminished value. The manufacturer shall also retain any salvage there from, except that CARRIER shall be allowed any sums acquired by the manufacturer from the disposal of said salvage. 13. INDEMNITY: CARRIER agrees to indemnify, defend, and hold BROKER harmless as follows: a) for loss of or damage to CARRIER’ S equipment; b) for loss resulting from injury, including death, sustained by CARRIER or by any employees of CARRIER, or by any other person while acting in the capacity of the driver or helper in connection with the operation of the equipment utilized herein, including the payment by CARRIER of any worker’s compensation benefit s or unemployment compensation benefit s, as w ell as any additional benefit s paid under “No Fault ” and “Personal Injury Protection” law s in any state; c) for any bodily injury , property damage, or cargo loss or damage including the defense of lawsuits there from arising out of the maintenance, use, or operation of the motor vehicle equipment utilized by CARRIER herein; and d) for any loss or damage sustained by BROKER in remedy, of by BROKER against CARRIER in any litigation brought against BROKER because of any act or omission of CARRIER under this agreement . 14. INSURANCE: CARRIER warrants that it has liability insurance in an amount equal to ICC requirements of $750,000 or greater, and cargo insurance in the amount of $500,000 or greater per occurrence. CARRIER further warrants it will maintain said cargo and liability insurance for the duration of this agreement and provide BROKER with a certificate naming BROKER as Additional Insured. 15. EXCEPTION FOR UNCONTROLLABLE FORCE: Neither party hereto will be liable for the failure to tender or timely transport freight under this agreement if such failure, delay, or other omission is caused by strikes, acts of God, war, accident s, civil disorder, or through compliance with legally constituted order of civil or military authorities. 16. ENTIRE AGREEMENT: This document and BROKER’S freight bill contain the entire agreement between the parties and no add it ions or alterations shall be effective unless in writing and signed by both parties. 17. COUNTERPARTS: This agreement may be signed in two (2) or more counterparts, each of which shall be deemed an original and which together shall be considered one and the same document. A signed original of this agreement that is transmit ted by facsimile shall be considered an original for all purposes. Enter Your Name:
