TERMS & CONDITIONS OF SERVICE
(Please read carefully)
These terms and conditions of service constitute a legally binding contract between the Sharp Auto Transport ("COMPANY") and the “SHIPPER”.
1. Term.
A. SHIPPER agrees to tender at least one (1) shipment. COMPANY agrees to arrange for the transportation of said shipments, as well as any other shipments offered by SHIPPER. SHIPPER is not restricted from tendering other freight and/or household goods to other brokers, or directly to motor carriers whom have not been party to previous transportation arranged by COMPANY. COMPANY is not restricted from arranging transportation for other parties.
B. SHIPPER shall be responsible to COMPANY for timely and accurate delivery instructions and description of the cargo, including and special handling requirements, for any shipment.SHIPPER also agrees not to request service from any motor carrier who has been party to previous transportation arranged by COMPANY.
2. SERVICE
COMPANY agrees to arrange for transportation of SHIPPER’S freight or household goods pursuant to the terms and conditions of the Agreement and in compliance in all material respects with all federal, state and local laws and regulation relating to the brokerage of the freight or household goods covered by this Agreement. COMPANY’S responsibility under this Agreement shall be limited to arranging for, but not actually performing transportation of SHIPPER’S freight and/or household goods. The PARTIES may, upon written mutual agreement, include additional service terms.
3. FREIGHT CHARGE.
COMPANY warrants that it has entered into, or will enter into, bilateral contracts with each carrier it utilizes in the performance of this Agreement. COMPANY further warrants that those contracts comply with all applicable federal and state regulations and shall include the following provisions:
A. Carrier shall agree that it’s liability for cargo loss or damage shall be no less than that of a Common Carrier as provided for in 49 USC 14706 (the Carmack Amendment). Exclusions in Carrier’s insurance coverage shall not exonerate Carrier from this liability.
B. Carrier shall agree to maintain at all times during the term of the contract, insurance coverage with limits not less than the following:
General Liability/Property Damage: $1,000,000.00
Auto Liability: $1,000,000.00
Cargo Liability: $100,000.00
Worker’s Compensation- as required by Law.
C. COMPANY shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage as defined above.
4. RECEIPTS AND BILLS OF LADING.
If requested by SHIPPER, COMPANY agrees to provide SHIPPER with proof of acceptance and delivery of such loads in the form of a signed Bill of Lading or Proof of Delivery, as specified by SHIPPER. SHIPPER’S insertion of COMPANY’S name on the bill of lading shall be for SHIPPER convenience only and shall not change COMPANY’S status as a property broker. The terms and conditions of any freight documentation used by COMPANY or carrier selected by COMPANY may not supplement, alter, or modify the terms of this Agreement.
5. FREIGHT CLAIMS.
Carriers utilized by COMPANY shall agree in writing with COMPANY to be liable for cargo loss or damage as outlined in paragraph 4.b above. The carrier’s cargo liability for any one shipment shall not exceed $1,000,000.00, unless COMPANY is notified by SHIPPER of the increased value prior to shipment pickup and with reasonable advance notice to allow COMPANY and/or the carrier to procure additional insurance coverage. It is understood and agreed that the COMPANY is not a Carrier and that the COMPANY shall not be held liable for loss, damage or delay in the transportation of SHIPPER’S property unless caused by COMPANY’S negligent acts or omissions in the performance of this Agreement. COMPANY shall assist SHIPPER in the filing and/or processing of claims with the Carrier.
6. ALL OTHER CLAIMS.
The PARTIES shall notify each other within ten (10) days of learning of any claims other than cargo loss or damage claims, and shall file any such claims with the other Party within ten (10) days from the date of notice. Civil action, if any, shall be commenced in a Court of Law within six (6) months from the date Party provides written notice to the other Party of such a claim.
7. SURETY BOND.
COMPANY shall maintain a surety bond or trust fund agreement as required by the Federal Motor Carrier Safety Administration in the amount of $10,000.00 and furnish SHIPPER with proof upon request.
8. DEFAULT.
Both parties will discuss any perceived deficiency in performance and will promptly endeavor to resolve all disputes in good faith. However, if either party materially fails to perform its duties under this Agreement, the party claiming default may terminate this Agreement on ten (10) days written notice to the other Party. SHIPPER shall be responsible to pay COMPANY for any services performed prior to the termination of this Agreement and for shipments not yet completed and/or not yet invoiced to SHIPPER.
9. SEVEREABILITY/SURVIVABILITY.
In the event that the operation of any portion of this Agreement results in a violation of any law, or any provision is determined by a court of competent jurisdiction to be invalid or unenforceable, the Parties agree that such portion or provision shall be severable and that the remaining provisions of the Agreement shall continue in full force and effect. The representatives and obligations of the PARTIES shall survive the termination of this Agreement for any reason.
10. INDEPENDENT CONTRACTOR.
It is understood between COMPANY and SHIPPER, that COMPANY is not an agent for the Carrier or SHIPPER and shall remain at all times in independent contractor. SHIPPER does not exercise or retain any control or supervision over COMPANY, its operations, employees, or carriers.
11. NONWAIVER.
Failure of either party to insist upon performance of any of the terms, conditions, or provisions of the 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 effects as if no forbearance or waiver had occurred.
12. FORCE MAJEURE.
Neither party shall be liable to the other for failure to perform any of its Obligations under this Agreement during any time 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 SHIPPER or COMPANY, provided that the Party so prevented using 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.
13. CHOICE OF LAW AND VENUE.
All questions concerning the construction, interpretation, validity and enforceability of this Agreement, whether in a court of law or in arbitration, shall be governed by and construed and enforced in accordance with the laws of the State of Massachusetts, without giving affect to any choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply. Jurisdiction and venue shall be in Worcester County, MA.
14. ENTIRE AGREEMENT.
This Agreement, including all Appendices and Addenda, constitutes the entire Agreement intended by and between the PARTIES and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed or implied, with respect to the subject matter hereof.