This is a basic Transportation Brokerage Agreement for when someone needs a logistics company to arrange shipments. The contract is fair to both parties but its written from the Broker’s perspective and, thus, limits the Broker’s liability.
Here it is in MS Word format.
Key aspects covered:
1. Charges and rates for each shipment are provided in Appendix A. This can be easily attached to the main contract.
2. Broker and Carriers must maintain adequate insurance.
3. Broker and Shipper shall indemnify each other from any loss or damage incurred as a direct result of the other party’s negligent acts or omissions.
4. Broker shall have a lien on all of Shipper freight in Broker's possession for the total amount owed to Broker for all freight charges, storage and charges for related services.
5. Limited Liability. Broker shall not be liable, under any circumstances, to Shipper for the loss or damage to Shipper’s goods. Liability, if any, for such losses and damages to Shipper shall be borne solely by the carriers. Broker’s liability to Shipper is limited to the total compensation for services paid to Broker under this Agreement.
6. In no event will either party be liable to the other for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.
7. Force Majeure events excuse non-performance or defective performance under this Agreement. Nevertheless, the parties must still pay what they owe regardless of whether there is Force Majeure or not.
8. Parties are independent contractors, not partners or employees of the other party.
TRANSPORTATION BROKERAGE
AGREEMENT
THIS AGREEMENT is made and
entered on _____________ ____, 2015, by and between
_____________________________________ ("Shipper") located at
________________________________(address)_______________ and ____________________________
("Broker"), with its principal place of business at
________(address)___________________.
WITNESSETH
WHEREAS Broker is in the business of arranging
the transportation of loads by motor carriers; and
WHEREAS Shipper desires to utilize the services
of Broker to satisfy some of its transportation needs;
NOW THEREFORE, intending to be legally bound,
Broker and Shipper agree as follows:
1.
Services. Broker shall make reasonable efforts to place
Shipper’s loads with responsible carriers for the purposes of transporting the
loads with reasonable dispatch according to Shipper’s specifications.
2.
Payment and Charges. Shipper shall tender certain shipments, from
time to time, to Broker. The charges and
rates for each shipment shall be provided in Appendix A, attached hereto and incorporated herein, although from
time to time rates may be agreed upon by email.
Appendix A can be supplemented or revised by written agreement
signed by both parties, or, prior to transportation, by facsimile by Broker to
Shipper if not objected to by Shipper, in writing, within one business day from
the date and time faxed. In the
event that Broker accepts and provides Services to Shipper before reaching an
agreement with Shipper on pricing, Shipper agrees to pay Broker the last
pricing quoted by Broker to Shipper for that same or similar load or, in the
event that no pricing has
been provided by Broker, Shipper agrees to pay for Broker’s Services based on Broker’s standard pricing model. Shipper agrees to pay Broker, without deduction or setoff, within fifteen (15) days of receiving the invoice, with interest for late payments accruing monthly at a rate of one percent (1%). Shipper shall also be liable for any expenses, including attorney fees, Broker incurs in collecting its rates and charges. All references to dollars, currency, and money shall mean US Dollars ($US).
been provided by Broker, Shipper agrees to pay for Broker’s Services based on Broker’s standard pricing model. Shipper agrees to pay Broker, without deduction or setoff, within fifteen (15) days of receiving the invoice, with interest for late payments accruing monthly at a rate of one percent (1%). Shipper shall also be liable for any expenses, including attorney fees, Broker incurs in collecting its rates and charges. All references to dollars, currency, and money shall mean US Dollars ($US).
3.
Broker’s
Responsibilities.
a.
Compliance. Broker represents and warrants that it is
duly and legally qualified to operate as a property Broker and to provide the
transportation services contemplated herein.
Broker agrees to comply with applicable laws regarding the provision of
such Brokerage services. The parties
understand and agree that Broker functions as an independent entity, and not as
a carrier, in selling, negotiating, providing and arranging for transportation
for compensation.
b.
Refused Goods. Broker shall
notify Shipper 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 Broker shall, as soon as reasonably practical.
c.
Delay; Accidents. Broker shall
notify Shipper if the Broker becomes aware of any accidents, spills, theft,
hijacking or other events which impair the safe and prompt delivery of Shipper’s
goods.
d.
Delivery Receipt. Broker shall
obtain an acknowledgement of delivery for all shipments by notation on the bill
of lading. At the request of Shipper, Broker agrees to provide copies of same
to Shipper in sufficient detail to substantiate billing for the services
provided.
e. Carrier Insurance.
Broker
shall only broker Shipper loads to those Carriers that maintain policies of
insurance as follows:
-
Cargo
Liability: $__________;
-
Automobile
Liability: $___________;
-
General
Liability/Property Damage: $________;
-
Worker’s
compensation insurance with minimum limits as required by law;
-
Any
other insurance required by an appropriate authority.
f.
Broker Insurance. Broker agrees
to maintain at its own expense during the term of this Agreement the following
insurance coverage amounts:
- General Liability: $______;
- Cargo Insurance: $_______.
4.
Lien. It is expressly agreed, as a condition
of Broker's provision of freight services to Shipper, that Broker shall
have a lien on all of Shipper freight in Broker's possession for the total
amount owed to Broker for all freight charges, storage and charges for related
services, including charges related to freight previously delivered upon the
promise of Shipper to pay such charges. No further notice of this lien shall be
provided to Shipper.
5.
Cargo Loss, Damage, or Shortage. In the event of a cargo loss, damage or
shortage claim, Shipper agrees to notify Broker immediately by phone and to
subsequently submit to Broker a written claim, fully supported by all relevant
documentation, including but not limited to the signed delivery receipt,
listing the nature and cause of the claim for cargo damage within twenty (20)
days following the date of delivery. No
claims or allowances for shortages, damage or delay will be considered unless
clearly noted on the delivery receipt or bill of lading signed by the consignee
at delivery. Broker agrees to submit,
negotiate and settle all cargo claims with the responsible carrier and to keep
Shipper advised of the status of all such claims. Upon request by Shipper, Broker shall assign
its rights against the carrier to Shipper.
Nothing herein shall be construed to restrict any right or cause of action
Shipper may have against any carrier involved with the transportation of Shipper’s
shipment.
6.
Liability.
a.
Broker’s Limited Liability. Broker shall
not be liable, under any circumstances, to Shipper for the loss or damage to Shipper’s
goods. Liability, if any, for such losses and damages to Shipper shall be borne
solely by the carriers. Broker’s liability to Shipper, if any, for any breach
of representation, warranty or covenant under this Agreement shall be limited
to the total compensation for services paid to Broker under this Agreement in
connection with such services.
b.
Shipper Liability. Shipper shall be directly liable to Broker and its carriers for costs and
accessorial charges incurred by either as the result of an order being canceled
by Shipper or as required to perform pick-up or delivery of Shipper orders.
c.
No Special Damages. In no event will either
party be liable to the other for any lost revenues, lost profits, incidental,
indirect, consequential, special or punitive damages.
7.
No Exclusivity. It
is understood and agreed between the parties hereto that Broker shall be free
to accept freight for transportation from shippers other than Shipper and that Shipper
shall be free to tender freight for transportation to Brokers other than Broker.
8.
Shipping Documents. Unless otherwise agreed in writing, all
shipments tendered shall be accepted on a bill of lading acceptable to Shipper
as the shipping document. The parties agree that bills of lading and delivery
receipts shall be used solely as receipts 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.
In the event of a conflict between the bill of lading terms and this
Agreement, this Agreement shall prevail.
Upon request of Shipper, Broker shall require all carriers to obtain a
delivery receipt from the consignee, showing the products delivered, condition
of the shipment and the date and time of such delivery.
9.
Term.
The term of this Agreement shall be for one (1) year and shall
automatically be renewed for successive one (1) year periods; provided,
however, that this Agreement may be terminated at any time by giving fourteen
(14) days prior written notice to the other party.
10.
Indemnification. Broker shall defend, indemnify and hold
harmless Shipper from any loss or damage, including loss, damage or injury to
persons or property, that Shipper may incur as a direct result of Broker’s
negligent acts or omissions. However, it
is understood and agreed that Broker assumes no liability for bodily injury,
property damage or public liability arising out of the involved
transportation. Shipper shall defend,
indemnify and hold harmless Broker from any and all loss or damage, including
loss, damage or injury to persons or property, that Broker may incur as a
direct result of Shipper’s negligent acts or omissions.
11.
Relationship of the Parties. Broker represents and warrants that it is an
independent contractor under this Agreement and that its agents and/or
employees are under Broker's exclusive management and control, and that Shipper
neither exercises nor retains any control over Broker, its operations, agents
or employees in any manner whatsoever.
12.
Assignment.
No party may assign this Agreement without the prior written consent of
the other party. However, Broker may subcontract
and co-broker any shipments made on behalf of Shipper under this Agreement.
13.
Force Majeure. Except with respect to payment obligations
pursuant to this Agreement, neither party is liable for nonperformance or
defective or late performance of any of its obligations under this Agreement to
the extent and for such periods of time as such nonperformance, defective
performance or late performance is due to reasons outside such Party’s control,
including acts of God, strikes, failure of utilities, war (declared or
undeclared), action of any governmental authority, riots, revolutions, fire,
floods, explosions, sabotage, nuclear incidents, lightning, weather, earthquakes,
storms, sinkholes, or epidemics.
14.
Entire Agreement. This Agreement constitutes the entire agreement
of the parties with reference to the subject matters herein, and may not be
changed, waived, or modified except in writing signed by both parties. This Agreement shall be construed in
accordance with the laws of California,
without regard to its conflict of law principles that would result in
application of any other law. All civil actions filed as a result of disputes
arising out of this Agreement shall be filed in the court of proper
jurisdiction located in ____________________,
California. Each party must bring a civil action to recover damages or amounts
claimed under this Agreement within two (2) years from the date of shipment.
Any matters not filed within the above limitations period shall be barred.
IN WITNESS
WHEREOF,
the parties have caused this Agreement to be executed as of the day and year
first above written.
BROKER SHIPPER
By:
By:
Name: Name:
Its:
Its:
Date: Date:
Appendix A
Schedule of Shipment Charges and Rates
AGREED:
BROKER SHIPPER
By:
By:
Name: Name:
Its:
Its:
_
Date: Date:
