P.O. Box 99
9-45th Parallel Drive
Ingleside, On – K0C 1M0
CARRIER AGREEMENT
This agreement effective as of the date signed by the last of the two parties (the "effective date")
is made by and between Konink Logistics Inc. (hereinafter called “KONINK”) and
______________________________________(Carrier legal name) located at
___________________(Carrier's City and Province/State) a licensed motor carrier operating
under MC#/CVOR#____________________ that provides transportation and related services
under contract (hereinafter called "Carrier") for Konink and its customers (hereinafter collectively
referred to as "Customers" or individually as a "Customer")
WHEREAS the Customer requires transportation services to enable the Customer to carry on its
business;
AND WHEREAS Service Provider is engaged in the provision of transportation services;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the promises and of
the covenants and agreements herein contained, the Parties hereto do hereby covenant and agree
each with the other as follows:
1.
Transportation Services
(i)
KONINK may from time to time offer to the Carrier shipments of products
or commodities for transportation by Carrier during the term of this
agreement. Should the Carrier accept any of the offers made by KONINK,
the Carrier shall transport the shipment(s) referred to in the offer within
the time period and from and to such locations as are designated by the
service provider. The Carrier shall be responsible to provide all equipment
required in good running order, licenses, insurance and trained personnel
to perform the required transportation services.
(ii)
It is the intent of the parties that this agreement shall govern all
transportation services that are performed by the Carrier for or on behalf
of KONINK and that any published common Carrier rates filed with any
regulatory authority shall not apply to any shipment tendered pursuant to
this agreement.
INT. ____
2.
(iii)
In performing the transportation services with hereunder the Carrier shall
comply with all applicable laws and regulations and shall be responsible for
the payment of all highway use taxes, fuel taxes and other taxes
incidental to the performance of the transportation services. The
carrier shall be solely responsible for the equipment and ensure that
all personnel operating such equipment meet the standards
established and compliance with all applicable laws and regulations.
(iv)
Any reference to "transportation services” or the performance thereof
shall include but not be limited to loading and unloading of cargo and
performing all other services incidental to the transportation service to be
provided.
Insurance
During the term of this agreement the carrier shall obtain and maintain the following
insurance coverage:
I.
Automobile third party liability — (including pollution liability
coverage) on all automobiles used in conjunction with this
agreement with limits of not less than $ 2,000,000 per
occurrence;
ii.
Comprehensive/Commercial General Liability insurance — with
limits not less than $ 2,000,000 per occurrence. Said coverage to be
written on an occurrence basis and shall include a cross liability
clause.
iii.
"All Risks" Motor Truck Cargo — (including coverage for
breakdown of refrigeration units and employee dishonesty)
covering loss or damage to any cargo being transported in
conjunction with this agreement. Said insurance to contain limits
not less than $ 250,000 and to respond to loss in accordance with
any contract that KONINK may enter into. If the Carrier's motor
truck cargo insurance contains employee honesty exclusion, the
Carrier will illustrate alternative coverages have been made in
this regard.
iv.
Workers Compensation — insurance meeting applicable state or
provincial requirements.
v.
If utilizing a trailer owned by KONINK, Carrier to maintain SEF # 27 —
Legal liability for Damage to Non-Owned Autos/Trailers insurance
with limits of not less than $ 75,000.
INT. ____
The Insurance coverage stated above will include Konink Logistics Inc. as an
additional insured, provide KONINK with 30 days written notice of Policy
cancellation or material change restricting coverage and be primary to any other
insurance coverage that might be available to KONINK. Prior to the transportation of any
freight on behalf of KONINK, the Carrier shall provide KONINK with a Certificate of
Insurance confirming the above insurance requirements. Carrier will endeavor to provide
KONINK a renewal certificate 30 days prior to the expiration of the existing certificate on
file with KONINK.
In the case of Workers Compensation coverage for Canadian domiciled motor carriers,
the Carrier shall provide confirmation of coverage from the applicable Workers
Compensation agency. The Carrier will also provide an annual clearance certificate for
proof of Workers Compensation coverage is in good standing.
3.
4.
Cargo Loss
i.
The carrier shall solely liable for loss or damage to any cargo
transported under this agreement including loading or unloading if
required). Such liability shall begin at the time the cargo is being
loaded and conclude after the completion of the unloading of the
freight.
ii.
The Carrier shall notify KONINK of any delay, cargo damage, cargo
spill, loss or contamination, accident or incident (including any
violation of applicable laws or regulations) that occurs during the
course of performing services hereunder.
Indemnity
The carrier shall indemnify and hold harmless KONINK from and against all claims,
losses, damages, actions and costs (including but not limited to legal fees) made
against or sustained by the Carrier and arising out of or connected with the
performance or nonperformance of transportation services or other obligations under
this agreement.
Rates
In consideration of transportation services rendered, KONINK will pay to the Carrier;
a.
At the rates set forth in Schedule A, attached herein;
b.
At the rates established from time to time by the Carrier and KONINK;
c.
The Carrier shall invoice KONINK for all services rendered and all
proper invoices shall be paid by KONINK within 30 days of receipt of
invoice and proof of delivery by Carrier. Proof of customs clearance is
also required for all loads crossing through customs. Proof of Delivery (POD)
documentation is required for all deliveries and must be forwarded to
KONINK on completion of the load.
INT. ____
5.
Term
The term of the agreement is for one year from the date of this agreement and will
conclude one year from the date of the agreement. Either party on 30 days’ notice
provided by one party or the other may terminate this agreement at any time.
Carrier will immediately notify KONINK in writing should any of the following items
occur:
a.
The Carrier's operating authority has lapsed or revoked;
b.
The Carrier's insurance coverage has lapsed, been cancelled or a new
provider;
c.
There is a transfer of ownership of the Carrier, involving greater than 50% of
its shareholding;
d.
The Carrier has received an unsatisfactory safety notice;
e.
The Carrier has been placed in receivership or bankruptcy.
KONINK will, at its sole discretion, have the right to terminate the agreement
immediately upon such notice.
6.
Compliance and Safety
The following items will be provided by the Carrier to KONINK prior to the first shipment
being placed:
a.
CVOR/CSA scores provided on annual basis or as requested by KONINK
b.
WCB/WS113 certificate of coverage
c.
SVI CTPAT # (if applicable)
d.
Smartway Membership (if applicable)
e.
PIP membership number and date of registration (if applicable)
f.
HAZMAT Certificate (if applicable)
g.
Accident reporting procedures
INT. ____
7.
Soliciting of Customers
During the term of this agreement and for a period of two years following termination of the
agreement, the Carrier shall not solicit traffic or perform transportation services for or on
behalf of any shipper, consigner, consignee or customer of KONINK if:
a.
The availability of such traffic first became known to the Carrier through
KONINK or;
b.
The traffic was first tendered to the Carrier by KONINK
Should the Carrier breach the provisions of section 5, KONINK is entitled to an amount
of 20% of the revenue earned by the Carrier for the traffic solicited and obtained during
the 18 month period commencing from the date when the traffic first begins to move.
8.
9.
Non-Exclusive
a.
The Carrier and KONINK understand and agree that this agreement does not
create an exclusive agreement between the parties and that both parties are
at liberty to enter into similar agreements with any other party;
b.
The Carrier acknowledges that KONINK is under no obligation to use the
Carrier's services;
c.
It is understood and agreed that the carrier will move loads on the
carriers own equipment and will not broker or trip lease any loads to any
other carrier or independent carrier without written notice from
KONINK. In the event that permission is granted, the independent carrier
will be required to provide insurance confirmation that is acceptable to
the service provider;
d.
Any loads re-tendered to a carrier other than the Carrier, would be
considered “double brokered" and may cause harm to KONINK and upon
such knowledge KONINK has the right to immediately terminate this
agreement. Both parties agree that any monies not paid to the Carrier
would be held by KONINK and considered a Pre-estimate of damages.
The withholding of damages does not preclude KONINK from seeking
additional damages.
Bill of Lading
The Carriers shall on each movement receive from the shipper a bill of lading in form and
substance that is satisfactory to KONINK and the load shall move under the terms and
conditions of such bill of lading. If such bill of lading indicates that the movement
INT. ____
covered the on Cash of Delivery terms, the Carrier shall collect from the consignee at the
time of delivery the dollar amount indicated on the bill of lading and remit to KONINK.
Should the Carrier fail to collect the amount from the consignee, the Carrier is still
responsible for remitting the amount to KONINK.
10.
Law
This agreement shall be governed by and construed pursuant to the laws of the Province of
Ontario.
11.
Factoring
Carrier shall provide KONINK with written notice of any assignment, factoring or other
transport of its right to receive payments arising under this agreement or any Load
Confirmation at least 30 days prior to such assignment, factoring or other transfer taking
legal effect. Such written notice shall include the name and address of the assignee/factor,
the date that the assignment, factoring arrangement or other transfer take legal effect and
the terms of the assignment and shall be considered delivered upon actual receipt of such
written notice by KONINK from the Carrier. Carrier shall be allowed to have only one such
assignment effective at any one point in time relative to payments hereunder, and no
multiple assignments. KONINK shall be entitled to rely upon such written notice until it is
withdrawn in writing by Carrier and confirmed in writing as withdrawn by the assignee and
KONINK shall have no obligation to verify with the carrier or otherwise that it remains in
effect at the time of any payment under this agreement. Carrier shall indemnify KONINK
against and told KONINK harmless from any and all lawsuits, claims, actions, damages
arising or imposed with the assignment. Carrier releases and waives any right, claim or
action against KONINK for any amount due and owing under this agreement where the
Carrier has not complied with the notice requirements of this section. Nothing herein limits
the right of KONINK to withhold payments for services not completed or not properly
performed by Carrier.
12.
Confidentiality
Without limiting any obligation of either party at law, KONINK and the Carrier each agree to
maintain in strict confidence any transportation rates quoted or referred to in this
agreement.
The obligation to maintain transportation rates in confidence shall not
apply to tariff or published rates.
13.
Notices
Any notices to be provided herein shall be in writing and shall be given by personnel
delivery, fax transmission or be mailed by certified mail, postage prepaid. If such notice is
delivered by mail, it shall be deemed to have been delivered on the fifth business day
subsequent to posting.
INT. ____
14.
Miscellaneous
a.
Either party may waive in writing, in whole or in part, performance by
the other party of any of the other party's obligations, undertakings,
covenants or warranties contained herein. No such waiver shall in any
way effect the right of the party granting the waiver from subsequently
enforcing the same obligation, undertaking, covenants or warranties nor
shall any such waiver be taken or held to be a waiver of any further
breach.
b.
This agreement shall inure to the benefit and be binding upon the parties
and their respective successors and permitted assignees.
c.
During the term of this agreement, KONINK agrees to not solicit for hire, nor
hire directly any contracted owner operator assigned by KONINK to the
carrier. This provision would not apply should KONINK conclude a
transaction whereby KONINK agrees to acquire the assets of the Carrier.
d.
In situations where the Carrier is utilizing an KONINK trailer, or KONINK is
utilizing the Carrier's trailer, the following trailer exchange process will occur:
i.
Drivers must perform a visual inspection and advise their respective
dispatch areas of any accident damage;
ii.
The trailer owner must be advised in writing of any damage to the
trailer;
iii.
The Equipment owner will be responsible to complete any
roadside or emergency repairs to their own equipment. The
transporting carrier will notify the equipment owner at the time of
breakdown and will be involved in the decision of repair prior to the
commitment of any financial resources required.
INT. ____
In witness where of the parties hereto have caused this Agreement to be executed by their duly
authorized representatives on their behalf
Konink Logistics Inc.
Carrier:
Per:
Per:
BARRY KONINK
Signed:
Title:
Signed:
VICE PRESIDENT
Title:
Date:
Date:
(I have the authority to bind the broker)
(I have the authority to bind the broker)
INT. ____