The Term of this Agreement shall be for one (1) year and shall automatically renew successively in one (1) year increments. This Agreement may be terminated by either party at any time by giving thirty (30) days prior written notice. The undersigned agrees to update their credit card information on file with JMN should it become invalid due to expiration date, name, etc.
1. CARRIERS OPERATING AUTHORITY AND COMPLIANCE WITH LAW. CARRIER represents and warrants that it is duly and legally qualified to provide the transportation services contemplated herein, and it does not have an “Unsatisfactory” safety rating from the Federal Motor CARRIER Safety Administration. CARRIER agrees to comply with all federal, state and local laws regarding the provisions of such services.
2. SPECIFIED SERVICES. CARRIER’S services under this Agreement are specifically designed to meet the distinct needs of BROKER under the conditions set forth herein. CARRIER shall transport all shipments on its own equipment without delay. In the event of delay, or any occurrence which may cause delay, CARRIER shall immediately notify BROKER. The Agreement does not grant CARRIER any exclusive right to perform transportation related services for BROKER or its customers.
3. RECEIPTS AND BILLS OF LADING. Each shipment hereunder shall be evidenced by a receipt in such form as specified by BROKER or, alternatively, by BROKER”S customer signed by CARRIER showing the kind and quantity of product received by CARRIER at origin. The absence or failure to complete form as specified by BROKER will result in a $50.00 deduction from the agreed rate. The absence or loss of any such receipt shall not relieve CARRIER of its obligations and responsibilities with respect to any shipment made hereunder. Such receipt shall be prima facie evidence of receipt of such shipment in good order and condition unless otherwise noted on the face of such receipt by CARRIER. Upon delivery of each shipment made hereunder, CARRIER shall obtain a receipt showing the kind and quality of product delivered to the consignee of such shipment at the destination specified by BROKER and CARRIER shall cause such receipt to be signed by the consignee. Any terms, conditions and provisions of the bill of lading, manifest or other form of receipt or contract shall be subject and subordinate to the terms, conditions and provisions of this Agreement. Nor shall any term, condition or rule set forth in any tariff, rules or regulations maintained by CARRIER be applicable to shipment covered by this Agreement. CARRIER shall notify BROKER immediately of any exception made on the bill of lading, manifest or other receipt.
4. CARRIER'S OPERATIONS AND EMPLOYEES. CARRIER shall at its sole cost and expense (a) furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”); (b) pay all expenses related, in any way, with the use and operation of the Equipment; (c) maintain the Equipment in good repair, mechanical condition and appearance: (d) CARRIER equipment must meet all vehicle shipping standards as stated in the manufactures’ shipping manual, all which are located on the secure dispatch site for your review and (e) utilize only competent, able and legally licensed personnel. CARRIER shall have full control of such personnel and shall perform the services hereunder as an independent contractor. CARRIER shall assume complete responsibility for any and all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations rising out of the transportation performed hereunder. CARRIER shall indemnify, defend and hold BROKER, and its Customers, harmless from any claim by any individual, state or governmental agency that BROKER has any responsibility to any employee or contractor of CARRIER arising out of any alleged employment status.
5. INSURANCE. CARRIER agrees to maintain in force such authority and insurance as required by the Department of Transportation and this Agreement. In addition, CARRIER shall maintain minimum coverage as follows:
a. Automobile Liability - $1,000,000.
b. Cargo Coverage- May vary depending on the maximum number of units the carrier may haul in one load.
i. 3 Unit hauler - Minimum $100,000.
ii. 4 to 5 Unit hauler - Minimum $150,000.
iii. 6 or more unit hauler - Minimum $250,000.
c. "A" Rating or better listing required by A.M. Best for your insurance company. Coverage provided by Risk Retention Groups is NOT an acceptable provider. Risk Retention Groups are not rated by A.M. Best.
d. Additional Insured Endorsement to policies required, listing JMN Logistics. Cargo loss and damage policies shall not contain any exclusions or restrictions of any type that would prevent or exclude coverage for any cargo or shipments tendered to CARRIER under this Agreement. Further, all insurance coverage provided under CARRIER’S policies shall be primary and non-contributory as to any insurance coverage provided by BROKER and/or its customer.
e. CARRIER’s insurance company and/or agent shall furnish to BROKER written certificates obtained from CARRIER’S insurance company(s), provider showing that such insurance has been obtained and is being properly maintained, the expiration date, and specifying that written notice of cancellation or modification of the policy shall be given from CARRIER’S insurance company(s) to BROKER on at least 30 days prior to such cancellation or modification. Upon request, CARRIER shall also provide BROKER with copies of the applicable insurance policies.
f. If a claim is paid by the CARRIER’S insurance company, the CARRIER is responsible for paying JMN Logistics for any deductable amount, or other charge not covered by the CARRIER’S insurance company, but for which payment was required to the customer to resolve the claim.
g. Workers' compensation as statutorily required.
6. INDEMNITY. CARRIER will, defend indemnify and hold Broker and its Customers harmless from all fines, cost, claims and liabilities, including reasonable attorney’s fees and court costs, arising out of or in any way related to the performance or breach of this agreement by CARRIER, its employees or independent contractors working for CARRIER, including but not limited to claims for personal injury, including death, property damage and cargo loss or damage rising out of or related to the possession, use, custody, maintenance or operation of the equipment; provided, however, CARRIER’S indemnification under this section shall not apply to any portion of such claim attributable to the negligent conduct of the BROKER.
7. FREIGHT LOSS, DAMAGE OR DELAY. BROKER shall submit to CARRIER written notice of any cargo claim, including loss or expense resulting from CARRIER’S delay in providing service, within the period of time that the BROKER is potentially liable to the BROKER’S customer for processing valid claims, with the filing, processing and disposition of all cargo claims shall be governed by 49 C.F.R. & 1005 et seq. The parties agree that federal common CARRIER laws of liability (i.e. Carmack Amendment liability) shall apply to all shipments being transported by CARRIER under this agreement. In addition, however, CARRIER shall be liable to BROKER or BROKER’S customers for any freight loss, damage or delay claim.
8. CARRIER'S are required to fully comply with all customer specific shipping policies as provided to them by JMN Logistics.
9. WAIVER OF CARRIER'S LIEN. CARRIER shall not withhold any good of BROKER”S customers on account of any dispute as to prices or any alleged failure of BROKER to pay charges incurred under this Agreement. CARRIER is relying upon the general credit of BROKER and hereby waives and releases all liens which CARRIER might otherwise have to any goods of BROKER’S customers in the possessions or control of CARRIER.
10. PAYMENTS. CARRIER will charge and BROKER will pay for Transportation services performed under this Agreement rates and charges as shown on the Rate Confirmation Order and any written supplements or revisions thereto signed and agreed to by CARRIER and BROKER. CARRIER shall bill BROKER within 48 hours of delivery of the shipment. Payment by BROKER will be made to CARRIER on the 10th of the month for the previous months work, provided CARRIER has given BROKER the necessary billing documents enabling BROKER to ascertain that service has been provided at the agreed upon charge. In the event service is provided and is subsequently discovered that there was no applicable rate in the existing schedule of rates or supplements, the parties agree that the rate paid by the BROKER and collected by the CARRIER shall be the agreed contract rate. BROKER shall not be liable for any transportation charges for which BROKER did not have primary responsibility for payment under the circumstances surrounding the involved shipment. CARRIER agrees that BROKER is solely liable for all freight charges related to the transportation services provided herein and, as such, CARRIER agrees to refrain from all collection efforts against shipper, receiver, consignor, consignee or BROKER’S customers. BROKER may deduct from any payment any amount CARRIER is indebted to BROKER, including freight loss, damage, delay of claims, and loss of sale. BROKER may also hold CARRIER payment for damage notifications for a period of 10 months. At the discretion of the BROKER, a quick pay option may be available at a 10% processing fee. All COD payments are to be collected by the CARRIER. CARRIER is to collect only amount agreed upon. CARRIER is not to pressure customer for additional monies. In the event CARRIER fails to pick up COD payments it will not be the BROKER’S responsibility to obtain payment.
11. CARRIER WILL NOT SOLICIT BROKER'S CUSTOMERS. CARRIER will not solicit traffic from any shipper, consignor, consignee or customer of BROKER where (1) the availability of such traffic first became known to CARRIER as a result of BROKER’S efforts, or (2) the traffic of the shipper, consignor, consignee or customers of BROKER was first tendered to CARRIER by BROKER. IF CARRIER breaches this Agreement and directly or indirectly solicits traffic from customers of BROKER and obtains traffic from such customer during this term of this Agreement or twelve (12) months thereafter, CARRIER shall be obligated to pay BROKER, for a period of fifteen (15) months thereafter, commission in the amount of twenty percent (20%) of the transportation revenue resulting from traffic transported for such customer, and CARRIER shall provide BROKER with all documentation requested by BROKER to verify such transportation revenue.
12. CO-BROKERING/SUBCONTRACT PROHIBITION. CARRIER specifically agrees that all freight tendered to it by BROKER shall be transported on equipment operated only under motor CARRIER operating authority of CARRIER, and that CARRIER shall not in any way subcontract, broker, co-broker or in any other form arrange for the freight to be transported by a third party without prior written consent of BROKER on each shipment so transported. CARRIER shall defend, indemnify and hold BROKER and its customers harmless from any cost, loss, expense or damage, including attorney’s fees and court cost, arising out of or in any way related to any breach of this provision, including but not limited to cargo loss, or damage or delay, CARRIER’S failure to pay freight, detention or other charges to any third party providing any services on shipment tendered by BROKER, customer penalties, loss of business and any other damage whatsoever.
13. ASSIGNMENT/MODIFICATION/BENEFIT OF AGREEMENT. This Agreement may not be assigned or transferred in whole or in part, and supersedes all other bills of lading, receipts, agreements and all tariffs, rates, maintained by CARRIER. This Agreement shall be binding upon and ensure to the benefit of the parties hereto.
14. SEVERABILITY. In the event that the operation of any portion of the Agreement results in a violation of any law or is otherwise declared unenforceable, the parties agree that such portion shall be severable and that the remaining provisions of the Agreement shall continue in full force and effect.
15. WAIVER. CARRIER and BROKER expressly waive any and all rights and remedies allowed under 49 U.S.C. & 14101 to the extent that such rights and remedies conflict with this Agreement. Failure of BROKER to assist upon CARRIER”S performance under this Agreement or to exercise any right or privilege shall not be a waiver of any BROKER’S rights or privileges herein.
16. JURSIDICTION, VENUE, ATTORNEY'S FEES & COSTS. Any and all actions or proceedings shall be tried and litigated exclusively in the State and Federal courts located in the County of Saint Louis, State of Missouri. Any right to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph is hereby waived. Furthermore, State and Federal courts located in the County of Saint Louis, State of Missouri shall have in personam jurisdiction and venue over the undersigned for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to any service provided by JMN. Additionally, it is hereby stipulated and agreed that the law of the State of Missouri shall govern over any dispute arising out of or related to any service provided by JMN Logistics. Furthermore the undersigned agrees to accept service of process sufficient for personal jurisdiction by registered or certified mail, to the address set forth below or its registered principal place of business. Additionally, the undersigned agrees and promises to pay any and all charges incurred for services provided and all costs incurred in the collection of same, including but not limited to, reasonable attorney’s fees.
17. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the date first above written.