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Taylor Made Express,Inc.
BrokerCarrierAgteement
AGREEMENT madethis
'tsROKER',and
2007,by andbet'ween
,
MC
No.
an LC.C. liccnsedcontact motor CARRIEryCARRIER"
L
BROKER agreesto offer for shipmentand CARRIER agreesto transportin its own equipmentat least one (1)
shipmentanauallyand suchadditional quantitiesof freight as BROKER may tendersubjectto the availability
of suitableequipment. CARRIER may Dot assignany portion of this contracl without BROKER'S written
Consent.
CARRIER has authority ftom the I.C.C. to operateas a contact CARRIER and will maintai:rthis authority
and insurancefor the protection of cargo in the amountof $150,000.00. Mininnrm requirementsfor liability
insuranceare: GeneralAggegate $2,000,000;eachoccurrence$1,000,000. The amountof cargo insurance
requiredmay be increasedby notification to meetthe addedvaluationof specific shiprnents.Cargoinsurance
shall be in the form requiredby 49 C.F.R. 1043.2(b)and shallhaveno exclusionsor restrictioDsthat would not
be acceptedby the LC.C. frling under statutoryrequirements.
3 . CARRER will corryly with all applicableD.O.T. rules and regulationsas qell as all other federal or state
regulationspertainingin any fashionto the operationsof a motor CARRIER. CARRIER agees to keepin full
force and effect, public liability insuranceas required by the LC.C. aud Worker's CorryensationInsurance
respectingits enployees,or those contactors deemedsuchunder applicablestatelaw. CARRIER will at all
timesmaintaincertificates/declarations
evidencingsuchinsurancecoverageon frle with BROKER. CARRIER
agreesto hold BROKXR hannlessftom and inclemnift BROKER ftom any liability damages,costs, etcaccruingto BROK-ERwhatsoever
asa resultof CARRIER'Sbreachoftheseprovisions.
4.
"satisfactory"rating. If this should change,CARRIER will sendBROKER
CARRIER will maintain a DOT
written notice of the changeby certified mail, in frve (5) working days, and BROKER has the option of
cancelingthis Agreementirnmediatelyandwithout notice.
5 . BROKER agreesto pay CARRIER for the transportationof fteigbt movedunderthis agreementin accordance
"I" attachedheretoandmadea part hereof.
v/iih the rat€s,and othertermsand conditionsset forth in Appendix
Modifications or additions to such may be agreedto in writing or may be made verbally to me€t specific
shippingschedules.Confimmtionof verbally ageed ratesmustbe rnadeby a signedrecapfaxed lo BROIiER
or CARRIER. All mofifications and additionsto the ratesnade eitherin writing or verbally andconfirmed in
writing, shallbe deemedaddendato, andconsideredan integralpart ofthis agreement'
BROKER andCARRIER agreethat tansportation serviceshereurderareto be in conpliance with the Codeof
motor vehiclesfor a continu.ingperiod of time for the exclusive
FederalRegulations(49 C.F.R.)by assiCgxing
use of BROKER or by providing specialized services or equiprnentdesignatedto meet the expedited
shipnents,consistingof mantlatory,time sensitivedelivery schedules.
7.
CARRIER shall notiff BROKER innnediately after having knowledgeof overages,shortages,or darnaged
freight CARNER handledfor BROKER. CARRIER shall renrm overages. Disposition of damagedgoods
will be determinedby BROKER. CARRIER agreesthat for purposesof claims,BROKER shall be deemedto
"Shipper" custor[€rsunless
be the '\hipper" and BROKER may properly present claims on behalf of its
BROKER'Scustomerelectsto presentclaimson its own behalf,in whichinstanceBROKER'Scustomershall
be recognizedasthe "Shipper" for Claim purposes.
ln the event of delay in the carriageof BROKER'S fteight, CARRIER shall at ib expense,forthvrith advise
BROKI& giving an estimateof the anticipateddelayin delivery, and shall as necessary,prorpdy take steps
to reloadthi freight in replacementequipmentor take othernecessarystepsto mininize delay,at CARRIER'S
sole expense.
9 . CARRIER warrants that, at its cost and expense,it shall fumish for use in BROKER'S service suffrcient
vehiclessuitablefor the larrtrl carriageof cargotenderedby BROKER. CARNER shall operateandmaintain
the motor and allied equipmentn"""r.ary in good working condition and in compliancewith all applicable
laws and regulations. CARRIER, at its cost and expense,also shall provide adequatelytrained driven, and
provide the proper performanceof tmnsportationfunctionshereundershall at all times be underthe e)clusive
controlof CARRIER and shall meetthe requirementsofAppendix II attachedheretoandfiladea part heleofl
10.CARRIER shall be Iiable for the full actuallossresultingftom loss,danuge, injury or delay,CARPJERsball
not be held responsiblefor shortagesin the absenceof evidenceof tampering,breakageor lack ofdue careby .
CARRIER. Irthe eventof loss, damage,overageof shortage,CARSER agees to notiry BROKER of such
incidentsfuunediately,but in no caselnore than 24 honrs after discovery,in writing or via facsimile- Unless
there is a written agreementwith either the BROKER or the BROKER'S customerin the bill of lading
speciffing releasedvalue rates or limitations of recoveringdamages,BROKER shall be entitled to recover all
lawirlly provable damagesfor fteight loss, damageor delay causedby CARNER without limitation. Any
agreedto limitation shall be in writing and shall be specific as to cormnodity and service and general
incorporationor referencesto publishedsalesor tariffs shallbe null andvoid'
l l . Any claimswill be handledin the following manner:
i.
A claim for loss, damage,injury or delayto cargowill be frled in writing asprovidedbelow with
CARzuER,within 180 daysof the dateCARRIER notifles that th€ shipmentis lost, damagedor
delayed.
ii.
CARRIER will, upon receipt in writing of a proper claim in the manner and forgr described
herein above,acknowledgereceipt of such claim in rwiti"g v/ithin 30 days after the date of its
receiptby CARNER, unlessCARNER will havepaid or declinedsuchclaims in v/riting within
30 days thereof. CARRIER will indicate in its aclnowledgementwhat, if any, additional
documentaryevidenceor otherpertinent informationmay be requhedby it to processthe clairn.
basedon CARRIER'S preliminary examinationof the clain as filed. CARRIER agees that in
any casewhereit doesnot decline,pay or acknowledgereceipt of claimswithin said 30 alaysthat
it hasageed to the validrty of the claim andthe amountstatedthereinandwill thereafterpay said
claim within 30 days.
iii.
CARRIER, when it has receivedwritten claim for loss or damage,injury or delay to property
hansporte4 will pay, decline or make a firm coupromise settlem€ntoffer in writing witlin 60
dals after receipt of the claim by CARRIER If CARRIER and BROKER (or its customer)do
not cometo fural settlementwithj.n60 days,BROKER may cancelthis Agreerrentand/orseekto
recover the damages,including attomey fees and all other expenses,through any legal,
administrative or equitable remedy available. CARRIER shall not be responsiblefor loss
damage,injury or delay resulting ftom acts of god, public enemy,revolution, civil disorder or
witx.
iv-
CARRIER shall be liable for the "full actual loss" resulting from loss, damage,injury or delay.
"Full acnralloss" meansthe invoice price of fteight tenderedto CARRIER for transportationas
well asconsequentialdamagesif the CARRIER is put on notice of the possibility thereof.
12. BROKER (and/orits customers)shall issuea bill of lading in their own names(s)andshall be ultinately liable
to the ownerof the fteight for full actualloss and damageto the Aeight transportedunder this ageementwhile
in the care of custody of the CARRIER All claims for loss, damageand salvageshall be handled and
processedin accordancewith the cotle ofFederal Regulations(49 C.F.R.).
l l . The bill of lading shall be notedby the CARRIER that th€ shipmentswereEansportedby CARRIER, acting as
a CARNER, andthat the shipmentwasanangedby BROKER, actingasa BROKER.
1 4 . The provisionsof Paragraph12 abovenotwitbstanding,CARRIER shall defendand hold BROKER harmless,
and indemnifi BROKER for any and all liability or claims resulting for loss or damageto any fteight in the
possessionand/or contol of CARRIER in connectionwith tra$portation under &is Ageement, and any and
all liabilrty or claims for personalinjury or death or property loss or damagearisrng out of tlre acts or
omissionsof CARRIER iu providing transportationunder this agreement.CARRIER'S obligationunder this
agrcementshall include liabilrty for payrnentof any and all cosb and/or fees iacurred by BROKIR i:r the
adjustrnentor defenseof alry claim for cargolossor damageand/orclaim for personalinjury, deathor prcperty
loss or damagearising out of hansportationoperationsand seryicesunder this agreement.CARRIER agrees
that it's obligationto defend indernniflr,and hold harmlessBROKER ftom aad againstany andall claims and
liabilities resulting fiom or ansing out of tansportation operationsand servicesuader this agreementshall
survivetheterminationofthis agreement.
15. CARRIER will bid all chargesfor transportationservicesdlectly to BROKER and CARRIER shall provide
BROKERwith a copyof thesignedbill of ladinganddeliveryreceipts,all in conformitywith the procedures
set forth at Appendix "I". No billing for any run will be acceptedafter ninety (90) daysftom the date of the
shipment. All billings receivedafter ninety (90) daysfiom the date of the shipmentwill not be processedfor
paymen.
16. The relationshipof CARRIER andBROKER shall, at all timesand for all purposes,be that of an independent
contractor;the relatiomhip of partuers,joint venhlre, generalagent,and enpoyer/eebeing hereby expressly
disclaimed. CARRIER agreesthat it will look only to BROKER for pa;ment. BROK.DRshall remainliable to
CARPJERfor paymentof all legitimatefteight cbargeshereunderthat are submittedwithin dnety (90) days
fiom the dateof the shipment;paymentby it's customersnotwithstading.
1 1 . CARRIER agreesto supportaDdprotect BROKIR'S effods in performanceof this agreementby reftainirrg
ilom any direct contactor solicitationof BROKER'S customers.During the term of the agreementand for a
period of two (2) yearsfrom the time of the terminationof this agr€ement.CARRIER shall nol directly or
indirectly solicit or do businessof transportationor warehousingnature v/ith any of BROKER'S customerc
who are servicedby CARRIER as a result of this ageement,unless otherwise agreedto in writing. If
CARRIERbreachesthis Agreernentand "back-solicits"BROKER'S customers,or obtainstaffic ftom such a
customer,BROKER then is entided,for a period of fifteen ( 15) monthsafter the involved tlaffic first beginsto
move, a comrnissionfrom CARNER of thirty percent(30%) of the transportationrevenueinvoiced on tlle
movementsof the traffic in additionto paymentof all costsand attomey'sfees expendedto securethe thirty
percent(30%). This is in additionto any other compensatoryandpunitive tlamages,the right to terporary or
permanentinjunction andall other legal remedies.For purposesof paragraph"5", CARRIER shall include all
relatedcompanies,whetherCARRIER,BROKER Aeight forwarder,holding companyor otherwise,and also
includesall principals of CARRIE& including officers, directorsand shareholdersacting directly or indirect,
the purposeof which itrvolvesaansportationofshipper trafhc by the CARRIER for which the CARRIER does,
or did in the pasq provide tansportation servicesfor that shippertraflic under arrangementsfust made or
procuredby BROKER, Solicilationsinclude conductinitialed or inducedby CARRIER, or acceptingfrom or
throughothersin any way relat€dto or affiliated witl tle CARRIER.
1 8 . Obligations of this ageem€nt are separatearld divisible and in the event that any clause is deerned
unenforceable,
the balanceoftbe agrcementshall continuein full force andeffect.
1 9 . CARRIER agreesthat BROKIR'S conpensationfor its serviceshereunderis confidential, and will not be
disclosed.CARRIER further agreesthat it will not rcvealto anyonethe tenns of this agreement,the priciq of
transportationservice, or auy other details of the businessconductedbetween CARRIER and BROKER.
CARNER agreesthat billing for all transportationsewiceshereunderwill be billed or y to the BROKER. All
billing genemteddirccdy to a customer,andnot to the BROK-ERasidentified in this agreemetrtwill subj€ctthe
CARRIERto a monetarypeuty. This monetarypenalty,paid to the BROKER, will be ten percent(10%) of
the CARNERS charges. The penaltywill be paid to the BROKER as soonas the billing enor is discovered.
Therewill be no time limit for this monetarypenaltyandpenaltiesmay be withheld from fuhrre settlementsto
the CARRIER.
20. This conFact is binding upon the parties hereto, their successorsialld assigrs, shall be consaued at all times
under the laws of lhe state of Wisconsin (Paragraph 6 shall constitute an exception thereto, as tlEt state law
which may apply to CARRIER for those limited purposes will be on the basis of CARRIER'S principle office
address,domicile, and/or scope of operatiors), and shall be deemed executed in Milwaukee, Wisconsin.
2t. Unless otherwise stated, all notices which may be given in cormection with this A$eement or required by law
or regulations shall be in writing, shall be sent postpaid by the parry desiring to give such notice to the other
paty by first class mail, addressed to such party at its address shown herein, and shall be deemed to have been
grvel when so sent.
2 2 . The provisions contained herein properly express and memorialize the conplete understanding of the parties as
contained in all prior agreements, both verbally and/or in writing.
This agrcement shall be effechve
continuously, subject to the right of either party hereto to cancel the agreement at any time upon not less then
five (5) dayswriften notice ofone party to the odler.
Nothing in this Agreement shall be interpreted or shall have the effect of guamnleeing to CARRIER any
pafticular volume ofbusiness or the loads ofany particular CARzuER.
24. The parties firrther agree tlat ir those caseswhere the BROKER determines that a CARRIER'S performance,
as regards to gr.raraateedanival tirnes, is not in conformity with this contract, and no good justfication
shown therefore, the following adjustnents will be made to the rate and charges:
i.
is
Failue to arrive at destination on time, as agreed to with the BROK-ER up to and including one
(1) how and frfty-nine (59) minutes late; reduction in the total cbarges by twenty-five percent
(2s%).
ii.
Failure to arrive at the destinationon time, as agreedto with BROKER, betweentwo (2) hours
and thee (3) hours and fifty-nine (59) minuteslate; rsduction in total chargesby fifty percent
(50%).
iii-
Failure to arrive at destinationon time, as agreedto with BROKER, over four (4) hours;
reductionin total chargesby onehundredpercent(100%).
iv.
In all caseswhere the customerrefirses to pay the BROK-ERdue to a late delivery by the
CARRIER which is over two (2) hourslate, the CARNER'S pay will be reducedby onehundred
percent( 100%).
v.
Il asa result of CARzuERSfailure, a "critical" situationis createdwhich would causea potential
shut down, altemative transportationmay be arranged by BROKER and charged back to
CARRIER. Additional costs chargedby the customerrelating to a late shipmentmay also be
chargedback to the CARRIER.
2 5 . CARRIER shall neither have nor claim any lien righb on or against any property tran$portedunder this
agreement.However, should a consignoror consigneenotiry BROKER of if a clairn for loss or damageto
propedy tansported by CARNER under this agreement, CARRIER agrees that BROKER and
consignor/consigneeshall have the dght to set-off an amount ftom any freight charge payments due
CARRIER.
IU.
If any disputearisesaboutany matter coveredby the termsof tlds agreemenlthe disputeshall be submittedto
the American Aftitation Association for arbitration under the Association's rules and orocedures. Sai.d
arbitrationshall be conductedin Milwaukee,Wisconsin. No court action can be taketrto eitherparty prior to
arbitration,andthe arbitrator'sdecisionshall be tural andbinding.
27. Il the eventthat after movementand delivery otr fteight, the ultirnate obligor for paymentof fteight charges
and feesbecomesbankupt or for any reasondefaultson its obligation to pay fieight chargesand feeswhich
the BROI(ER had already paid to CARzuER"CARRIER agreesthat all its right, title and interest in such
chargesandfeesshall be, and herebyare, transferredand assignedto BROKER for the purposesofcollection
andrecoveryAom the responsiblepar!(s).