CUSTOMER BROKER CONTRACT

 

            This Agreement is entered on this __ day of ________________, 20____ and/or when incorporated by reference in any scope of work addenda or load confirmation agreement otherwise executed by the parties.

 

            WHEREAS, Customer is a shipper or intermediary acting on behalf of Shipper which desires to retain STONE NATURAL RESOURCES, LLC (hereinafter referred to as “Broker”) Docket No. MC- 877653, acting solely in its capacity as a licensed property broker to provide logistics services; and

 

            WHEREAS, such logistics services include, but are not limited to, selecting, procuring, contracting with and compensating licensed and qualified motor carriers as third party vendors (“Carriers”); and

 

            WHEREAS, the purpose of this Agreement is to establish a protocol setting forth the duties, obligations and responsibilities of Customer, Broker and its retained Carriers;

 

            NOW, THEREFORE, the parties agree as follows:

 

            For compensation to be agreed in writing and set forth in executed rate addendums or by load confirmation agreement or scope of work addenda, Broker agrees to accept the following duties and responsibilities.

 

1. Acting as an independent contractor, Broker will be solely responsible for the selection of licensed, authorized and insured motor carriers.

 

2. Broker will arrange for transportation designed to meet Customer’s needs for pickup and delivery as specified by Customer at time of booking, transmitting to its retained Carrier such shipment specific information and requirements as Customer may provide.

 

3. Upon request, Broker will provide Customer with tracking and tracing of shipments.

 

4. Broker will invoice shipper on a timely basis, providing proof of delivery upon request.

 

5. Upon payment by Customer, Broker warrants that all freight obligations to retained Carriers will be paid in full.

 

6. Broker will assist Customer in the handling and processing of all claims, and warrants that its retained Carrier or its insurer shall pay claims for which Carrier is liable pursuant to the contractual duties set forth herein.

 

7. Broker’s responsibilities under this Agreement shall be limited to arranging for, but not actually performing transportation of Customer’s freight.  The parties may, upon written mutual agreement, include additional service terms and conditions to be attached as Appendix A.

 

8. Broker warrants that each motor carrier has contractually agreed to meet or exceed the following requirements: 

 

1. Carrier warrants that it is, and shall be in compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: 

​a. transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; 

b. security regulations; 

c. owner/operator lease regulations;

d. loading and securement of freight regulations;

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e. implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations;

f. sanitation, temperature, and contamination requirements for transporting food, perishable, and other products including the Food Safety Modernization Act (FSMA); 

qualification and licensing and training of drivers;

g. implementation and maintenance of equipment safety regulations; 

h. maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers;

i. all registration and licensing requirements required to perform the services

California Air Resource Board (CARB) compliance

Worker’s compensation and employment law where applicable

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2. Carrier warrants and agrees to defend, indemnify and hold harmless Broker and Broker’s Customer harmless from all damages, claims, cause of action, losses and attorney’s fees to the extent caused by its negligent performance of services provided.

 

3. Carrier shall agree that its liability for cargo loss or damage shall be determined by 49 USC §14706 (the Carmack Amendment) as set forth in Paragraph 14.Exclusions in carrier’s insurance coverage shall not exonerate carrier from this liability.

 

4. Carrier warrants and agrees to maintain at all times during the term of the contract, insurance coverage with limits not less than the following:

 

 

General Liability - $1,000,000.00

Auto Liability -$1,000,000.00

Cargo Liability -$100,000.00

Worker’s Compensation – as required by law.

   

Broker shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage as defined above and warrants that such insurance shall insure to Customer’s benefit.

 

5. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims for loss, damage, injury or delay to property and the processing of salvage.Carrier shall agree to participate in alternative dispute resolution of any claim as permitted by Paragraph 15.

 

6. Carrier warrants that during the term of its contract with Broker, it shall be licensed, authorized and insured to operate on the nation’s roadways by the Federal Motor Carrier Safety Administration (FMCSA), and shall enjoy a safety rating of “Satisfactory” or equivalent.

 

7. Carrier shall agree that the terms and conditions of its contract with Broker shall apply on all shipments it handles for Broker. Any tariff terms published by carrier which are inconsistent with the contract shall be subordinate to the terms of the contract.

 

8. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contract.

 

9. Carrier warrants it will not re-broker, assign, or interline the shipments without prior written consent of Broker.  If Broker provides such consent, Carrier shall, at all times, remain liable for the performance of such delivering carrier.  If carrier breaches this provision, Broker shall have the right of paying the monies it owes Carrier directly to the delivering carrier in lieu of payments to the Carrier.  Upon Broker’s payment to delivering carrier, Carrier shall not be released from any liability to Broker under this Agreement.

 

9. Duties of Customer.  Customer warrants that it will accurately describe the shipments being tendered for transport and that the following items will not be tendered without prior written approval of Broker:  hazardous materials, toxic waste, shipments of extraordinary value, glass, objects d’art, objects of unusual value, perishable or temperature sensitive items not in compliance with FDA requirements.

 

10. Payment Terms.  Customer agrees to pay all freight charges within 30 days of property rated freight bill without setoff.  Freight charges not paid within 10 days notice of default shall be subject to interest at the rate of 1 ½% per month plus reasonable collection fees.  Broker, upon voluntary payment to retained carriers, obtains all carrier recourse and collection rights.

 

11. Volume and Frequency.  Unless otherwise agreed in a scope of work addendum, this contract shall constitute a protocol pursuant to which Customer is not restricted from tendering freight to other brokers, third party providers, or motor carriers.  Similarly, unless otherwise agreed, Broker is free to accept or reject the transportation of any shipment at time of tender.

 

12. Term and Termination.  The term of this Agreement shall be for 1 year commencing on the date shown above or at time of first tender and shall automatically renew for successive 1 year periods provided that either party may terminate this Agreement on 30 days written notice to the other without cause.

 

13. Indemnity.  Each party will indemnify and hold harmless the other from any breach of warranty contained herein or from any claim, loss or damage (other than to cargo as set forth in Paragraph 14) to the extent caused by the negligent or willful act or omission of the indemnitor.

 

14. All cargo claims will be filed by Customer or the beneficial owner of the goods with the carrier in possession of the cargo or with Broker for its transmission to Carrier within 8 months of occurrence.  All claims will be adjudged by the carrier in accordance with 49 U.S.C. 14706 (the Carmack Amendment), 49 C.F.R. 370 and the terms of the Standard Truckload Bill of Lading unless otherwise agreed to in writing.  Unless a higher limit of liability is agreed to in a signed scope of work addenda or an executed load confirmation sheet between Customer and Broker at time of booking, all claims for loss, damage and delay are limited to $100,000 per occurrence.  Broker and its Carrier reserve the rights of inspection and mitigation.

 

15. Any claim not resolved to Customer’s satisfaction may be submitted to binding arbitration before the Transportation Lawyers Association ADR Council.  Broker warrants payment of cargo claims for which its retained carriers are adjudged liable and subject to the limitations of liability set forth above.

 

16. Independent Contractor Status.  Broker is solely responsible for carrier selection and the parties agree that Customer, Broker and its Carriers are each independent businesses and not responsible for the actions, taxes or regulatory compliance of the other.

 

17. Integration Clause.  This Agreement together with Broker’s load confirmation sheet shall constitute the entire agreement between the parties and shall not be otherwise modified except by a signed written addendum.  The terms of the Standard Bill of Lading shall apply to the extent not inconsistent with this Agreement.  Carriers retained by Broker execute nonconforming bills of lading as receipt for goods and condition only.

 

18. Law and Venue.  General principles of federal transportation law and venue apply to the extent not inconsistent or expressly waived by this Agreement.  This Agreement shall otherwise be deemed to have been entered under the laws of the State of Pennsylvania.  Venue and jurisdiction to resolve any dispute shall be before a court of competent jurisdiction in Westmoreland County, Pennsylvania.

 

 

 

STONE NATURAL RESOURCES, LLC