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Carriage Terms and Conditions

1. (a) The carrier or the party in possession of any of the property described in this bill of lading shall be liable for loss or damage thereto only as hereinafter provided

(b) Carrier shall have no liability for any loss or damage to a shipment or for any delay caused by an Act of God, the public enemy, public authority, or any act, omission, or default of the shipper. The carrier or party in possession shall not be liable for loss, damage or delay which results: when the property is stopped and held in transit upon request of the shipper, owner or party entitled to make such request; or from faulty or impassible highway, or by lack of capacity of a highway, bridge or ferry; or from a defect or vice in the property.

2. Unless arranged or agreed upon, in writing, prior to shipment, carrier is not bound to transport a shipment by a particular schedule or in time for a particular market, but is responsible to transport with reasonable dispatch. In case of physical necessity, carrier may forward a shipment via another carrier. Carrier shall have no liability for any claim for delay absent a separate written agreement to deliver by a date certain. In the case of delivery by a date certain, the maximum potential damages recoverable by shipper for late delivery shall be the freight charges paid for that singular shipment.

3. (a) As a condition precedent to recovery, any claim for loss, damage, or delay must be submitted in writing with the carrier identified on the face of this bill of lading. The failure to take exceptions to the condition of goods, and the execution of this document by the consignee without exceptions shall be direct evidence that the shipment was received in good condition. Any claim of concealed damage requires notice to the carrier within 24 hours of delivery in the case of local or intrastate transportation, or within five (5) days in the case of interstate transportation. Carrier shall have no liability for concealed damage where shipper fails to notify carrier in writing of concealed damage within 24 hours of delivery. Any cargo for which consignee did not take a written exception on the delivery document at the time of delivery shall be considered concealed damage.

(b) Claims for loss, damage, or delay must be filed within 15 days of delivery of shipment or the reasonable delivery date of such shipment if undelivered. Failure to file such written claim shall be deemed a waiver of the right to claim damages by such shipper.

(c) Suits for loss, damage, injury or delay shall be instituted against any carrier no later than two years and one day from the day when written notice is given by the carrier to the claimant that the carrier has disallowed the claim or any part or parts of the claim specified in the notice. Where claims are not filed or suits are not instituted thereon in accordance with the foregoing provisions, no carrier shall be liable, and such claims will not be paid.

(d) Any carrier or party liable for loss of or damage to any of said property shall have the full benefit of any insurance that may have been effected, upon or on account of said property, so far as this shall not void the policies or contracts of insurance, provided that the carrier receiving the benefit of such insurance will reimburse the claimant for the premium paid on the insurance policy or contract.

4. (a) In all cases not prohibited by law, where a shipper fails to declare a value to the carrier in writing prior to tendering the subject shipment, which declaration is received by carrier, and rate increase is agreed upon and paid by the shipper, the value of the shipment is hereby agreed to be not more than $50.00 per shipment, or ten cents per pound, per article, whichever is less.

(b) The limitation of liability provided for in this section shall be enforceable regardless of cause of loss, damage or delay, including gross negligence, recklessness or willful and wanton conduct. Nothing short of conversion to the carrier's own use, for the direct benefit of the corporation itself, shall vitiate this limitation of liability.

(c) The limit of Comet Delivery Service's liability may be increased up to $500.00 per shipment maximum. Comet Delivery Services will not carry a shipment declared to have a value in excess of $500.00 under this bill of lading. Any shipment with a value in excess of $500.00 must be represented by a separate written agreement whereby the commodity is described in detail and the carrier expressly agrees to such greater value. Such separate written agreement must be executed by duly authorized representatives of each party at least twenty-four hours prior to transportation.

(d) Under no circumstances will any shipment containing particularly high valued items such as cash, furs, jewelry, coins, negotiable instruments, or items of similar value to weight ratios be accepted pursuant to this bill of lading. Any such shipments must be covered by a separate written agreement executed by both parties. If such a shipment is inadvertently accepted by carrier, or mislabeled by shipper for any reason, Carrier's liability shall be limited as provided in section 4(a).

(e) Under no circumstances will Comet Delivery Services be liable for loss or damage caused by delay or by improperly packed or improperly labeled shipments, or for any “special” or “consequential” or “economic” damages including, but not limited to lost interest, profits, income, or business opportunities whether or not Comet Delivery Services acknowledged or knew such damages may be incurred.

5. No employee or representative of Comet Delivery Services is authorized to alter, vary or contradict these terms regarding Comet Delivery Service's liability.

6. Should any claim in any amount even if in excess of such limits of Comet Delivery Service's liability be asserted against Comet Delivery Services by any third party for any loss or damage to any shipments carried hereunder, shipper agrees to indemnify Comet Delivery Services and hold it harmless against any damages, expenses, or cost including attorney's fees, arising out of any such claim regardless of the cause.

7. Freight charges pursuant to this bill of lading are due within three (3) business days of delivery of said shipment unless a credit agreement is in place between Carrier and Shipper. In the event of customer's failure to pay freight charges in full within fifteen (15) days of delivery, customer hereby agrees to pay liquidated damages in the amount of thirty percent of the original freight charges, in addition to the original freight charges, plus reasonable attorney's fees and all costs of collection whether or not suit is commenced. No shipper or consignee shall be entitled to set off any claims for loss, damage or delay against freight charges owed to carrier, and any pending or denied claims shall not serve to toll or void the Carrier's collection efforts, loss of discount, or Carrier's entitlement to fees. This fee provision extends only to the collection of delinquent freight charges, and does not apply to any other claims, demands, or litigation of any kind between the parties.

8. It is the sole and non-delegable duty of shipper to provide appropriate packaging, containerization, sealing, palletizing, boxing, or crating of product tendered to Carrier. All cargo must be packaged and prepared in a manner so as to withstand the normal rigors of motor carriage and handling. Acceptance by Carrier of any package or cargo does not serve as acquiescence or agreement to the fitness of the packaging or packing of said cargo. In the event that a failure, flaw, omission, mistake, or negligence of any kind of degree in the packaging of the product tendered by shipper to Carrier, shipper hereby agrees to indemnify and hold harmless Carrier from any and all damage resulting from said insufficient, improper, failing, or negligent packaging, including damage to other commodities transported or stored by Carrier and damage to Carrier's property or that of any other entity or individual. It is shipper's further duty to ensure that all product is accurately and properly marked, classified, and tendered in accordance with these rules and the normal standards of interstate and intrastate shipping. Shipper shall defend, indemnify, and hold harmless, CARRIER from any damage, loss, liability, or claims of any kind resulting from the improper or negligent packing, marking, description or classification of any product. Any and every party, whether principal or agent, shipper or consignee, who ships explosives, illegal goods, contraband, or dangerous goods, shall be liable for and indemnify the carrier against all loss or damage caused by such goods. Such goods may be warehoused and disposed of at owner's risk and expense or destroyed without compensation.

9. Nothing in this bill of lading shall limit the right of the carrier to require the prepayment or guarantee of the charges at the time of shipment or prior to delivery. If the description of articles or other information on this bill of lading is found to be incorrect or incomplete, the freight charges must be paid based upon the articles actually shipped.

10. If the consignee refuses the shipment tendered for delivery by carrier or if carrier is unable to deliver the shipment, because of fault or mistake of the consignor or consignee or for any reason not directly attributable to carrier, the carrier's liability shall then become that of a warehouseman, except that the limitations of liability herein shall still apply unless a lesser limitation is found to apply by virtue of the law. Carrier shall promptly attempt to provide notice, by telephonic or electronic communication as provided on the face of the bill of lading, if so indicated, to the shipper or the party, if any, designated to receive notice on this bill of lading. Storage charges, based on carrier's terms and conditions, shall start no sooner than the next business day following the attempted notification. Storage may be, at the carrier's option, in any location that provides reasonable protection against loss or damage. The carrier may place the shipment in public storage at the owner's expense and without liability to the carrier.

(b) If the carrier does not receive disposition instructions within 48 hours of the time of carrier's attempted first notification, carrier will attempt to issue a second and final confirmed notification. Such notice shall advise that if carrier does not receive disposition instructions within 10 days of that notification, carrier may offer the shipment for sale at a public auction and the carrier has the right to offer the shipment for sale. The amount of sale will be applied to the carrier's invoice for transportation, storage and other lawful charges. The owner will be responsible for the balance of charges not covered by the sale of the goods. If there is a balance remaining after all charges and expenses are paid, such balance will be paid to the owner of the property sold hereunder, upon claim and proof of ownership.

Warehouse Terms and Conditions

In the event the warehouseman retains an attorney to collect any charges or amounts due the warehouseman by the storer, it is agreed that the storer will be liable for and will pay all reasonable attorney fees and costs of collection, including but not limited to court costs, and all costs normally and reasonably charged by the attorney as well as any other charges reasonably incurred in connection with the collection of moneys due the warehouseman by the storer including on appeals. This fee provision only applies to disputes and actions for the limited purpose of collection of storage charges and is expressly limited to not include claims for loss or damage.

Acceptance of the goods — SECTION 1

  1. This contract and rate quotation including accessorial charges endorsed on or attached hereto must be accepted within 15 days from the proposal date by signature of depositor on the reverse side of the contract. In the absence of written acceptance, the act of tendering goods described herein for storage or other services by warehouseman within 15 days from the proposal date shall constitute such acceptance by depositor. Irrespective of whether a contract has been provided to or executed by the depositor, storage for a period in excess of thirty days or the payment of any invoice for storage or related charges shall be an express acceptance by the depositor to be bound by these terms.
  2. In the event that goods tendered for storage or other services do not conform to the description contained herein, or conforming goods are tendered after 15 days of the proposal date without prior written acceptance by depositor as provided in paragraph (a) of this section, warehouseman may refuse to accept such goods. If warehouseman accepts such goods, depositor agrees to rates and charges as may be assigned and invoiced by warehouseman and to all terms of this contract.
  3. This contract may be cancelled by either party upon 30 days written notice and is cancelled if no storage or other services are performed under this contract for a period of 180 days.

Shipping — SECTION 2

Depositor agrees not to ship goods to warehouseman as the named consignee. If, in violation of this agreement, goods are shipped to warehouseman as named consignee, depositor agrees to notify carrier in writing prior to such shipment, with copy of such notice to the warehouseman, that warehouseman named as consignee is a warehouseman and has no beneficial title or interest in such property and depositor further agrees to indemnify and hold harmless warehouseman from any and all claims for unpaid transportation charges, including undercharges, demurrage, detention or charges of any nature, in connection with goods so shipped. Depositor further agrees that, if it fails to notify carrier as required by the next preceding sentence, warehouseman shall have the right to refuse such goods and shall not be liable or responsible for any loss, injury or damage of any nature to, or related to, such good. Depositor agrees that all promises contained in this section will be binding on depositor’s heirs, successors and assigns.

Tender for Storage — SECTION 3

All goods for storage shall be delivered at the warehouse properly marked and packaged for handling. The depositor shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired. It is the sole and non-delegable duty of depositor to provide appropriate packaging, containerization, sealing, palletizing, boxing, or crating of product tendered to warehouseman. All cargo must be packaged and prepared in a manner so as to withstand the normal rigors of motor carriage and warehouse handling. Acceptance by warehouseman of any package or cargo does not serve as acquiescence or agreement to the fitness of the packaging or packing of said cargo. In the event that a failure, flaw, omission, mistake, or negligence of any kind of degree in the packaging of the product tendered to warehouseman, depositor hereby agrees to indemnify and hold harmless warehouseman from any and all damage resulting from said insufficient, improper, failing, or negligent packaging, including damage to other commodities transported or stored by warehouseman and damage to warehouseman’s property or that of any other entity or individual. Depositor shall defend, indemnify, and hold harmless, warehouseman from any damage, loss, liability, or claims of any kind resulting from the improper or negligent packing, marking, description or classification of any product tendered for storage.

Storage Period and Charges — SECTION 4

  1. All charges for storage are per package or other agreed unit per month. Storage charges become applicable upon the date that warehouseman accepts care, custody and control of the goods, regardless of unloading date of issue of warehouse receipt.
  2. Except as provided in paragraph (d) of this section, a full month’s storage charge will apply on all goods received between the first and the 15th, inclusive, of a calendar month; one-half month’s storage charge will apply on all goods received between the 16th and the last day, inclusive of a calendar month, and a full month’s storage charge will apply to all goods in storage on the first day of the next and succeeding calendar months. All storage charges are due and payable on the first day of storage for the initial month and thereafter on the first day of the calendar month.
  3. When mutually agreed by the warehouseman and the depositor, a storage month shall extend from a date in one calendar month to, but not including, the same date of the next and all succeeding months. All storage charges are due and payable on the first day of the storage month. In the event payment is late, warehouseman will charge a minimum of $10.00 or 10% of the outstanding balance each month until balance and late fees are paid.

Transfer, Termination of Storage, Removal of Goods — SECTION 5

  1. Instructions to transfer goods on the books of the warehouseman are not effective until delivered to and accepted by warehouseman, and all charges up to the time transfer is made are chargeable to the depositor of record. If a transfer involves rehandling the goods, such will be subject to a charge. When goods in storage are transferred from one party to another through issuance of a new warehouse receipt, a new storage date is established on the date of transfer.
  2. The warehouseman reserves the right to move, at his expense, 14 days after notice is sent by certified or registered mail to the depositor of record or to the last known holder of the negotiable warehouse receipt, any goods in storage from the warehouse in which they may be stored to any other of his warehouses; but if such depositor or holder takes delivery of his goods in lieu of transfer, no storage charge shall be made for the current storage month. The warehouseman may, without notice, move goods within the warehouse in which they are stored.
  3. The warehouseman may, upon written notice to the depositor of record and any other person known by the warehouseman to claim an interest in the goods, require the removal of any goods by the end of the next succeeding storage month. Such notice shall be given to the last known place of business or abode of the person to be notified. If goods are not removed before the end of the next succeeding storage month, the warehouseman may sell them in accordance with applicable law.
  4. If warehouseman in good faith believes that the goods are about to deteriorate or decline in value to less than the amount of warehouseman’s lien before the end of the next succeeding storage month, the warehouseman may specify in the notification any reasonable shorter time for removal of the goods and in case the goods are not removed, may sell them at public sale held one week after a single advertisement or posting as provided by law.
  5. If as a result of a quality or condition of the goods of which the warehouseman had no notice at the time of deposit the goods are a hazard to other property or to the warehouse or to persons, the warehouseman may sell the goods at public or private sale without advertisement on reasonable notification to all person known to claim an interest in the goods. If the warehouseman after a reasonable effort is unable to sell the goods he may dispose of them in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale or return of the goods, the warehouseman may remove the goods from the warehouse and shall incur no liability by reason of such removal.

Handling — SECTION 6

  1. The handling charge covers the ordinary labor involved in receiving goods at warehouse door, placing goods in storage, and returning goods to warehouse door. Handling charges are due and payable on receipt of goods.
  2. Unless otherwise agreed, labor for unloading and loading goods will be subject to a charge. Additional expenses incurred by the warehouseman in receiving and handling damaged goods, and additional expense in unloading from or loading into cars or other vehicles not at warehouse door will be charged to the depositor.
  3. Labor and materials used in loading rail cars or other vehicles are chargeable to the depositor.
  4. When goods are ordered out in quantities less than in which received, the warehouseman may make an additional charge for each order or each item of an order.
  5. The warehouseman shall not be liable for demurrage, delays in unloading inbound cars, or delays in obtaining and loading cars for outbound shipment unless warehouseman has failed to exercise reasonable care.

Delivery Requirements — Section 7

  1. No goods shall be delivered or transferred except upon receipt by the warehouseman of complete instructions properly signed by the depositor. However, when no negotiable receipt is outstanding, goods may be delivered upon the instructions by telephone in accordance with a prior written authorization, but the warehouseman shall not be responsible for loss or error occasioned thereby.
  2. When a negotiable receipt has been issued no goods covered by that receipt shall be delivered, or transferred on the books of the warehouseman, unless the receipt, properly endorsed, is surrendered for cancellation or for endorsement of partial delivery thereon. If a negotiable receipt is lost or destroyed, delivery of goods may be made only upon the order of a court of competent jurisdiction and the posting of security approved by the court as provided by law.
  3. When goods are ordered out, a reasonable time shall be given the warehouseman to carry out instructions, and if he is unable because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, riots and civil commotions, or any reason beyond the warehouseman’s control, or because of loss or destruction of goods for which the warehouseman is not liable, or because of any other excuse provided by law, the warehouseman shall not be liable for failure to carry out such instructions and goods remaining in storage will continue to be subject to regular storage charges.

Extra Services — SECTION 8

  1. Warehouse labor required for services other than ordinary handling and storage will be charged to the depositor.
  2. Special services requested by depositor including but not limited to compiling of special stock statements; reporting marked weights, serial numbers or other data from packages: physical check of goods; and handling transit billing will be subject to a charge.
  3. Dunnage, bracing, packing materials or other special supplies, may be provided for the depositor at a charge in addition to the warehouseman’s cost.
  4. By prior arrangement, goods may be received or delivered during other than usual business hours, subject to a charge.
  5. Communication expense including postage, teletype, telegram, facsimile, or telephone will be charged to the depositor if such concern more than normal inventory reporting or if, at the request of the depositor, communications are made by other than regular United States Mail.

Bonded Storage — SECTION 9

  1. A charge in addition to regular rates will be made for merchandise in bond.
  2. Where a warehouse receipt covers goods in U.S. Customs bond, such receipt shall be void upon the termination of the storage period fixed by law.

Minimum Charge — SECTION 10

  1. A minimum handling charge per lot and a minimum storage charge per lot per month will be made. When a warehouse receipt covers more than one lot or where a lot is in assortment, a minimum charge per mark, brand, or variety will be made.
  2. A minimum monthly charge to one account for storage and/or handling will be made. This charge will apply also to each account when one customer has several accounts, each requiring separate records and billing.

Limitation of Damages — SECTION 11

  1. THE WAREHOUSEMAN SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY TO GOODS STORED, HOWEVER CAUSED, UNLESS SUCH LOSS OR INJURY RESULTED FROM THE FAILURE BY THE WAREHOUSEMAN TO EXERCISE SUCH CARE IN REGARD TO THE GOODS AS A REASONABLY CAREFUL PERSON WOULD EXERCISE UNDER SIMILAR CIRCUMSTANCES AND WAREHOUSEMAN IS NOT LIABLE FOR DAMAGES WHICH COULD NOT HAVE BEEN AVOIDED BY THE EXERCISE OF SUCH CARE.
  2. GOODS ARE NOT INSURED BY WAREHOUSEMAN AGAINST LOSS OR INJURY HOWEVER CAUSED.
  3. THE DEPOSITOR DECLARES THAT DAMAGES ARE LIMITED TO 5 TIMES THE BASE STORAGE RATE OR $.50 PER POUND, PER ARTICLE WHICHEVER IS LESS, PROVIDED HOWEVER, THAT SUCH LIABILITY MAY AT THE TIME OF ACCEPTANCE OF THIS CONTRACT AS PROVIDED IN SECTION 1 BE INCREASED ON PART OR ALL OF THE GOODS HEREUNDER IN WHICH EVENT A MONTHLY CHARGE FOR EXCESS VALUATION WILL BE MADE IN ADDITION TO THE REGULAR MONTHLY STORAGE CHARGE. SUCH EXCESS VALUATION MUST BE DECLARED TO AND ACCEPTED BY WAREHOUSEMAN IN WRITING, AND EXCESS VALUATION CHARGES MUST BE PAID IN FULL, IN ADVANCE FOR EACH MONTH OF STORAGE IN ORDER FOR SUCH EXCESS VALUATION TO BE EFFECTIVE. THE FAILURE TO TIMELY PAY STORAGE CHARGES IN FULL, INCLUDING THE EXCESS VALUATION CHARGES WILL RESULT IN AN EXPRESS AGREEMENT TO STORE THE GOODS AT A VALUE NOT EXCEEDING $.50 PER POUND PER ARTICLE. DAMAGE TO ONE ARTICLE SHALL NOT BE CONSIDERED DAMAGE TO ANY UNDAMAGED ARTICLE WITHIN IN A SET.

Notice of Claim and Filing Suit — SECTION 12

  1. Claims by the depositor and all other person must be presented in writing to the warehouseman within a reasonable time, and in no event longer than either 10 days after delivery of the goods by the warehouseman or 10 days after depositor of record or the last known holder of a negotiable warehouse receipt is notified by the warehouseman that loss or injury to part or all of the goods has occurred, whichever time is shorter.
  2. No action may be maintained by the depositor or others against the warehouseman for loss or injury to the goods stored unless timely written claim has been given as provided in paragraph (a) of this section and unless such action is commenced either within three months after date of delivery by warehouseman or within three months after depositor of record or the last known holder of a negotiable warehouse receipt is notified that loss or injury to part or all of the goods has occurred, whichever time is shorter.
  3. All Claims must be made in writing, and include such information as to identify the goods in question, include a copy of the warehouse receipt or identification information, include a demand for an amount certain which must be supported by invoice or similar documentation, and include a specific weight for the goods being claimed as damaged or missing.
  4. When goods have not been delivered, notice may be given of known loss or injury to the goods by mailing of a registered or certified letter to the depositor of record or to the last known holder of a negotiable warehouse receipt. Time limitations for presentation of claim in writing and maintaining of action after notice begin on the date of mailing of such notice by warehouseman.

ADDITIONAL TERMS AND CONDITIONS TO THIS CONTRACT

Nothing entered hereon shall be construed to extend the warehouseman’s liability beyond the standard of care specified in Section 11 above.

The Warehouseman possess a lien as described in Section 677.209, Florida Statutes, and may enforce such lien as provided by Section 677.210, Florida Statutes.

If any provision of this Agreement is held to be illegal, invalid or unenforceable under the present or future laws effected during the terms of this Agreement, such provision shall be fully severable from the remaining provisions of this Agreement, and it shall not affect the validity of the remaining provisions, which provisions shall be given full force and effect as if the illegal, unenforceable, or invalid provision had not been included in this Agreement. In lieu of an illegal, unenforceable, or invalid provision, there shall be substituted a provision as similar in terms to the illegal, invalid, or unenforceable provision as may be possible and still be legal, valid and enforceable.

This Agreement shall be governed by and be construed in accordance with Florida law.

The Parties consent to exclusive jurisdiction and venue in Miami Dade County, Florida in any dispute which might arise in connection with this Agreement.

This Agreement and the addenda hereto form the entire agreement between the Parties relating to the subject matter hereof. Except as otherwise agreed in this Agreement, all amendments and modifications to this Agreement shall be made by a written document executed by both Parties.

I have read all of the terms and conditions stated herein, and do hereby represent that I understand, agree with, and covenant to comply with everything contained therein

Brokerage Terms and Conditions

  1. ROLES OF PARTIES
    1. Comet Delivery Services, (hereinafter "BROKER") is a transportation broker as defined by 49 U.S.C. §13102(2), arranging for the transportation of goods of all kinds on behalf of its shipper-clients.
    2. SHIPPER shall include any corporation, limited liability company, individual, or entity of any nature seeking to engage a transportation broker to assist it in locating motor carriers to transport SHIPPER's goods.
  2. BROKER'S DUTIES AND OBLIGATIONS
    1. BROKER is a licensed property broker with the U.S. Department of Transportation.
    2. BROKER arranges for transportation of goods on behalf of SHIPPER, but does not actually carry, consolidate, possess, or otherwise take dominion over the loads that it brokers.
    3. BROKER agrees to provide SHIPPER with transportation services, including the locating, hiring, confirmation of carrier authority, rate negotiation, and tendering of a carrier, who will perform the actual carriage of the SHIPPER'S goods at the direction of BROKER.
    4. SHIPPER is aware and acknowledges that BROKER is not a motor carrier, and will not ever take actual possession, custody or control over the shipments being arranged for on SHIPPER'S behalf.
    5. BROKER will only utilize the services of carriers who have demonstrated their qualification by providing proof of operating authority and cargo insurance coverage as demonstrated by a declaration page showing active coverage. BROKER does not warrant particular coverages or exclusions.
    6. BROKER will be solely responsible for invoicing and collecting freight charges from the SHIPPER, and all carriers utilized by BROKER to carry SHIPPER's goods have expressly waived any and all rights to collect from or make demands upon the SHIPPER, consignor, or consignee directly.
    7. BROKER agrees to pay CARRIER's freight charges on behalf of SHIPPER, and to invoice SHIPPER directly for payment of said freight charges.
    8. BROKER's invoice will, upon request written request from the SHIPPER, be accompanied by a copy of the bill of lading.
    9. In the event that SHIPPER does not approve of a particular carrier, once a request in writing is delivered to BROKER to no longer use said carrier on SHIPPER's loads, BROKER will cease use of that carrier on BROKER's loads, or request a waiver of said bar prior to transport.
  3. SHIPPER'S DUTIES AND OBLIGATIONS
    1. SHIPPER shall provide a full description of the goods for which transportation is being arranged, accurate information regarding the origin and destination for such shipments, and all other information necessary to complete the transportation of the shipment.
    2. BROKER'S standard payment terms require receipt of cash payment in advance of services. If BROKER chooses to extend credit to SHIPPER, SHIPPER shall make payment of the full invoiced amount for all loads arranged for by BROKER within 10 days of invoice date. In the event that SHIPPER fails to timely pay BROKER'S invoice as required herein, SHIPPER shall be liable for fifteen percent (15%) late payment fee, as well as any and all attorneys' fees or collection fees expended by BROKER in an effort to collect those charges.
    3. SHIPPER agrees to be bound to any additional charges which may become due, including equipment repair, accessorial charges, waiting times, or unnecessary delay caused by the SHIPPER.
    4. Except as provided herein, all claims will be filed and resolved in accordance with the provisions of 49 CFR Part 370. BROKER may assist SHIPPER with claims to carrier, but all claims must be made against carrier and not BROKER, who expressly bears no liability for any loss or damage or delay to any shipment arranged by BROLER for SHIPPER. Except as provided herein, liabilities and burdens of proof against carrier will be governed by federal law and by the provisions of 49 U. S. C. § 14706.
    5. All overcharge, duplicate payments, and over collection claims will be filed and resolved in accordance with the provisions of 49 CFR Part 378.
    6. Nothing contained herein shall be construed as a commitment by the SHIPPER to employ BROKER on any specific number of shipments or any specific percentage of shipments.
  4. RATES AND RULES
    1. The rates set forth in Rate Confirmations are designed to meet the distinct needs of the parties to this agreement. Each shipment should be accompanied by a Rate Confirmation which is expressly subject to the terms of this Agreement.
    2. It is the duty to the SHIPPER to inquire directly to any carrier tendered hereunder as to any applicable rules or tariffs, and how they might affect liability, claims, or other duties and rights between SHIPPER and carrier. Broker has no role in regard to such items, and merely arranges for a carrier to perform the requested carriage at a specific rate agreed upon.
  5. ELECTRONIC PAYMENT
    1. BROKER may submit invoices electronically. SHIPPER agree to receive invoices electronically. SHIPPER may transfer funds electronically to the bank designated by BROKER.
    2. BROKER and SHIPPER each agree to utilize their best efforts to utilize electronic invoicing and payment systems as soon as possible; however, reasonable delays in such development shall not be considered a breach of this Agreement.
  6. NOTICES
    1. BROKER as a licensed property broker does not have any legal liability for loss, damage, or delay in the transportation of SHIPPER'S property. BROKER's liability is extinguished by the tendering of a qualified carrier to the location designated by SHIPPER for pickup.
    2. Any and all claims for loss, damage, or delay are to be made directly with the motor carrier. BROKER will provide all necessary information and documentation to assist SHIPPER in the handling of such a claim with the motor carrier, but such action does not create any liability on the part of the BROKER or waive any term of this agreement.
    3. Regardless of any of the foregoing, BROKER'S maximum liability in any regard or for any cause whatsoever, to any person or party, shall be limited to the total sum of fifty dollars ($50.00) per shipment.
  7. DOCUMENTATION OF CARRIAGE
    1. All bills of lading, delivery receipts, or other transportation documentation, aside from estimates and Rate Confirmations exchanged directly between SHIPPER and BROKER, shall be the sole responsibility of SHIPPER, and shall not bind BROKER in any manner.
    2. SHIPPER's designation of BROKER on any bills of lading or delivery receipts shall be for informational purposes only and will not modify the terms of this Agreement. Any representations made by the motor carrier do not bind BROKER in any manner.
    3. Upon the request of SHIPPER, BROKER will provide copies of delivery receipts and bills of lading from carrier, where SHIPPER has instructed carrier to retain copies of such documentation or have such documentation executed by consignee.
    4. The terms and conditions of any freight documentation used by SHIPPER and/or the motor carrier selected by BROKER may not supplement, alter, or modify the terms of this Agreement. In the event of any conflicts, this Agreement shall control.
  8. INDEMNIFICATION
    1. To the full extent permitted by law, SHIPPER agrees to indemnify, defend and hold harmless BROKER, its partners and affiliates, as well as all of their officers, directors, attorneys, agents, insurers, and employees from and against any and all claims, demands, actions, liabilities, judgments, losses, damages, expenses, costs, penalties, and fines, including third party claims for contribution, attorney's fees for injury or alleged injury of any kind to any person, including death, and/or damage or alleged damage of any kind to any property arising from the negligent acts or omissions of SHIPPER, related to the tendering of hazardous materials, or improper packaging, loading, or latent defects in goods tendered for carriage.
    2. In addition to its agreements set forth hereinabove, BROKER and SHIPPER
    3. shall indemnify and save harmless each other, their subsidiaries and their respective officers, directors, and employees, from and against all liabilities, obligations, losses, damage, penalties, claims, actions, suits, costs, charges and expenses, including without limitation, reasonable fees and expenses of legal counsel and expert witnesses, which are the result of or arising out of any or all of the respective obligations of the parties or which may be imposed or incurred by or asserted against BROKER or SHIPPER by reason of actual or alleged; (i) injury or death to persons; (ii) damage to the property of any person or legal entity; (iii) violation of any law, ordinance or regulation of any federal, state or local governmental authority by either BROKER or SHIPPER or any of the parties set forth above; provided, however, the foregoing agreement to indemnify and hold harmless each other shall only be applicable to the extent that such liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, charges and expenses are attributable to the sole negligence of either BROKER or SHIPPER.
  9. HAZARDOUS MATERIALS
    1. SHIPPER hereby agrees to comply with all applicable laws and regulations relating to the transportation of hazardous materials as defined in 49 CFR §172.800 and §173 et seq. to the extent that any shipments constitute hazardous materials.
    2. SHIPPER hereby acknowledges and agrees that SHIPPER will not tender to BROKER or BROKER's designated motor carrier any hazardous materials for shipment. Notwithstanding, SHIPPER is obligated to inform BROKER immediately if any such shipments tendered by error do constitute hazardous materials.
  10. FORCE MAJEURE
    1. Neither Party shall be liable to the other for failure to perform any of its obligations under this Agreement during any time in which such performance is prevented by fire, flood, or other natural disaster, war, embargo, riot, civil disobedience, or the intervention of any government authority, or any other cause outside of the reasonable control of the BROKER or SHIPPER provided that the Party so prevented uses its best efforts to perform under this Agreement and provided further, that such Party provide reasonable notice to the other Party of such inability to perform.
  11. INSURANCE
    1. BROKER shall require that all motor carriers used to provide the transportation services outlined herein provide to broker a declaration page or pages evidencing insurance with coverage as follows:
      1. Cargo liability insurance with minimum limits of $50,000 per occurrence, with a deductible of not more than $5,000.
      2. Automobile liability insurance covering its owned, hired and non-owned automobiles with minimum limits of $1,000,000 per occurrence.
      3. Comprehensive general liability insurance, including contractual liability coverage, with minimum limits of $1,000,000 per occurrence, with a deductible of not more than $10,000.
    2. In those circumstances where, due to the value of any shipment, SHIPPER requires greater cargo coverage, SHIPPER may either acquire a greater amount of insurance on its own, or may choose to make arrangements with the motor carrier directly to release the goods for transportation at a particular value. Any such agreements between SHIPPER and carrier shall not bind or affect BROKER.
    3. Regardless of the foregoing, BROKER is not an insurer of shipments for which it arranges transportation, and any failure of any excess policy to provide coverage shall not affect BROKER's liability.
    4. BROKER has no liability for the failure of a motor carrier's insurance policy to timely or reasonably pay claims. However, BROKER has contractually required from carriers that such coverage is in place for each motor carrier used prior to assignment of such motor carrier to any loads.
    5. BROKER is not required to obtain copies of the full policy of insurance of carriers, but instead will simply acquire a declaration page. BROKER makes no representations as to any coverages or exclusions beyond what appears on the face of the declaration page provided, and BROKER will forward such information on to SHIPPER upon request. It is SHIPPER's duty to perform any investigation into policies and specific exclusions therein.
  12. LOSS AND DAMAGE CLAIMS
    1. BROKER may assist their customers in the filing of claims with motor carriers under this Agreement, and BROKER has required that motor carriers will upon receipt of a claim in writing from either BROKER or SHIPPER, acknowledge receipt of such claim within thirty (30) days of receipt of the claim.
    2. All claims must be filed with carrier within 9 months of delivery or the date of anticipated or expected delivery of an undelivered shipment, pursuant to 49 U.S.C. §14706(e).
    3. The filing, processing and disposition of all cargo claims shall be governed by 49 C.F.R. §370 et seq. to the extent not modified herein.
    4. Any assistance by BROKER in facilitating the claims process shall not change the liability of the BROKER as outlined herein.
  13. CONFIDENTIALITY AND NON-SOLICITATION
    1. Neither party may disclose the terms of this Agreement to a third party without the written consent of the other party except: (1) as required by law or regulation; (2) disclosure is made to its parent, subsidiary or affiliate company; or (3) to facilitate rating or auditing of transportation charges by an authorized agent and such agent agrees to keep the terms of the Agreement confidential.
    2. SHIPPER further agrees not to solicit the services of, or directly engage, the carrier(s) tendered by BROKER pursuant to the terms of this Agreement. Furthermore, SHIPPER shall not disclose the terms of this agreement or the rates agreed upon between SHIPPER and BROKER to any third party unless required by law.
  14. NO THIRD PARTY BENEFICIARIES
    1. The BROKER and SHIPPER hereby expressly state that they are the only parties to this Agreement and that neither the BROKER, nor the SHIPPER intend for any third party to specifically benefit from this Agreement.
  15. NONWAIVER
    1. Failure of either party to insist upon performance of any of the terms, conditions or provisions of this Agreement, or to exercise any right or privilege herein, or the waiver of any breach of any of the terms, conditions or provisions of this Agreement, shall not be construed as thereafter waiving any such terms, conditions, provisions, rights or privileges, but the same shall continue and remain in full force and effect as if no forbearance or waiver had occurred.
  16. ASSIGNMENT
    1. This Agreement shall not be assignable by either party, in whole or in part, without the written consent of the other party, which consent shall not be unreasonably withheld.
  17. GOVERNING LAW, JURISDICTION, AND VENUE
    1. Without regard to the principles of conflicts of law, the Agreement shall be construed in accordance with, and any and all disputes arising under or out of this Agreement, shall be governed by federal law where applicable, or otherwise Florida law. Venue shall be in Broward County, Florida.
    2. SHIPPER hereby asserts that it is and does conduct business in Broward County, Florida and is subject to the personal jurisdiction of Broward County Courts.
    3. This Agreement is entered into in Broward County, Florida.
  18. SEPARABILITY/SEVERABILITY
    1. If any provision of this Agreement is held to be illegal, invalid or unenforceable under the present or future laws effected during the terms of this Agreement, such provision shall be fully severable from the remaining provisions of this Agreement, and it shall not affect the validity of the remaining provisions, which provisions shall be given full force and effect as if the illegal, unenforceable, or invalid provision had not been included in this Agreement. In lieu of an illegal, unenforceable, or invalid provision, there shall be substituted a provision as similar in terms to the illegal, invalid, or unenforceable provision as may be possible and still be legal, valid and enforceable.
  19. ENTIRE AGREEMENT
    1. This Agreement, along with any rate confirmation provided to shipper, shall embody the entire understanding between BROKER and SHIPPER covering the services to be performed hereunder, and there are no other agreements, understandings, conditions, warranties, or representations, oral or implied with reference to the subject matter hereof.
    2. In the event of any conflict between this Agreement and any term or provision in any other document related to or used in the process of arranging or transporting of goods by BROKER and SHIPPER, this Agreement shall govern to the extent of the conflict.
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