1. Purpose

The Broker agrees to arrange for the transportation of Shipper’s freight through qualified motor carriers, and the Shipper agrees to tender freight under the terms of this Agreement.

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2. Services Provided by Broker

• Broker will arrange transportation for freight tendered by Shipper using authorized and insured motor carriers.

• Broker does not act as a carrier and will not take possession of freight; Broker’s role is strictly to arrange transportation services.

• Broker will provide load confirmations with rates, terms, and carrier details for each shipment.

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3. Payment Terms

• Shipper agrees to pay Broker the rates and charges as set forth in the load confirmations.

• Payment is due within 30 days of invoice date unless otherwise agreed in writing.

• Late payments may incur finance charges at 1.5% per month (or the maximum allowed by law).

• All charges are deemed earned once the carrier has picked up the shipment, regardless of whether delivery is completed or if freight is lost/damaged.

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4. Liability & Limitations

• Carrier, not Broker, assumes responsibility for cargo loss, damage, or delay while in transit. Broker will assist Shipper in processing claims with the carrier.

• Broker’s liability is limited to negligence directly caused by Broker in arranging services, and in no case shall Broker’s liability exceed the amount of its brokerage fee on the shipment.

• Shipper must file claims for cargo loss or damage within the statutory time frames under 49 C.F.R. Part 370.

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5. Shipper Responsibilities

• Shipper shall ensure freight is properly packaged, labeled, and described in accordance with all applicable laws.

• Shipper must provide accurate information (weight, dimensions, hazardous materials declaration, etc.). Any inaccuracies may result in additional charges.

• Shipper shall indemnify Broker against any claims or penalties arising from inaccurate or incomplete shipment information.

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6. Insurance

• Broker agrees to use carriers that maintain minimum insurance coverage of $1,000,000 Auto Liability and $100,000 Cargo Liability, or as otherwise required by law.

• Broker itself does not provide cargo insurance but may assist Shipper in securing additional coverage if requested.

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7. Dispute Resolution

• The Parties agree to attempt to resolve disputes in good faith.

• If disputes cannot be resolved, they shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA).

• This Agreement is governed by the laws of the State of Texas.

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8. Term & Termination

• This Agreement shall remain in effect for one (1) year, automatically renewing unless terminated by either party with 30 days’ written notice.

• Either party may terminate immediately for cause, including failure to pay or breach of terms.

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9. Entire Agreement

This Agreement represents the entire understanding between the Parties and supersedes all prior agreements. Any modifications must be in writing and signed by both Parties.