Dear New Vendor: After having reviewed these documents please return:

Transcription

1 Dear New Vendor: Enclosed you will find the necessary Broker/Carrier Agreement, Carrier Profile and a list of required documents listed below necessary to conduct business with UniGroup WorldWide Logistics. After having reviewed these documents please return: Signed copy of Broker/Carrier Agreement A current Certificate of Insurance with the following: UniGroup Worldwide UTS Logistics as certificate holder No less than $1,000,000 of automobile liability No less than $100,000 of cargo legal liability UniGroup, Inc. and subsidiaries named as additional insureds Minimum of 30 days notice of any changes on the COI Copy of the Carrier Profile. Copy of your signed W9 form. Factoring Company information if applicable. Copy of your Operating authority, with MC number. If your company has a previously executed Broker-Carrier Agreement or similar contract for brokerage with us, if that agreement has not already expired execution of this document will constitute a termination of that prior agreement, to take effect after any applicable notice period. Sincerely, UniGroup Worldwide Logistics Phone: Fax:

2 CARRIER PROFILE CARRIER: CONTACT: PHONE #: FAX #: CONTACT DISPATCH CONTACT: AFTER-HOURS CONTACT #: EPA SMART-WAY CERTIFICATION STATUS: CARRIER PARTNER NOT CERTIFIED WILL APPLY AUTHORITY MC #: SERVICE DATE: ANNUAL REV: 48 STATES: CANADA: MEXICO: (INTERLINED): FLEET INFO # POWER UNITS (tractors only): AGE OF FLEET: # TEAMS: # ASSET BASED TRUCKS: BROKER AUTHORITY: RAIL SERVICE: HAZ MAT: ELECTRONIC TRACKING: CELL: PAGER: SAT TRA: VAN TRAILERS SIZE # UNITS # STEP DECK # FLAT FLOOR # ETRACK # PADS # STRAPS # DECKING # CLIMATE # LIFTGATE 48 x x 102 STRAIGHT TRUCKS SIZE # UNITS # PADS # STRAPS # DECKING # CLIMATE # LIFTGATE 24 x x 102 FLAT BED TRAILERS SIZE # UNITS # FLAT BED # STEP DECK # DOUBLE -DROP # RGN # CHASSIS # RIGGERS 48 x x 102 LTL SIZE # UNITS # PADS # STRAPS # DECKING EXPEDITE NATIONALLY 28 OR LESS x OR MORE x 102 CAR CARRIERS # OF TRAILERS: # OF CARS PER TRAILER: BOAT HAULERS # OF TRAILERS: MAXIMUM BOAT LENGTH: OTHER SPECIALIZED EQUIPMENT Revised-2/20/12 UniGroup Worldwide Logistics, LLC One Premier Drive St. Louis, Missouri

3 BROKER/CARRIER AGREEMENT In accordance with the terms and conditions of this BROKER/CARRIER AGREEMENT ( Agreement ), United Van Lines, LLC, Mayflower Transit, LLC, and/or UniGroup Worldwide Logistics, LLC (collectively and individually referenced as BROKER ) agree to arrange for, and ( CARRIER ) agrees to provide, carrier transportation services for shipments of goods as specifically defined herein. 1. Warranties and Representations CARRIER represents and warrants that it is a duly registered motor carrier of property in interstate and foreign commerce under federal Department of Transportation authority and authorized to provide transportation of property under contracts with shippers, consignors and/or brokers. CARRIER will notify BROKER immediately if its federal operating authority is revoked, suspended or rendered inactive for any reason, it is sold, if there is a change in control of ownership, or any insurance required by this Agreement is threatened to be or is terminated, cancelled, suspended or revoked for any reason. If CARRIER has both motor carrier and brokerage authority, CARRIER represents and warrants that it will accept shipments offered under this Agreement as a motor carrier unless BROKER specifically agrees to permit re-brokering of a shipment pursuant to this Agreement. CARRIER represents and warrants that it has signed leases with all of its owner-operators that are compliant with federal leasing regulations. 2. Relationship The relationship of CARRIER and BROKER is independent contractor and no employer/employee relationship exists or is intended. By this Agreement the Parties do not intend to provide for division of profits between CARRIER and BROKER, or to provide BROKER with joint control over CARRIER S performance under this Agreement, or otherwise to create a de facto or de jure joint venture, joint enterprise or partnership between CARRIER and BROKER. CARRIER is liable for all expenses of operating its business and shall not look to BROKER for same. Under no circumstances shall employees or agents of CARRIER be deemed employees or agents of BROKER, nor shall BROKER be liable for any wages, fees, payroll taxes or other expenses relating to employees or agents of CARRIER. CARRIER shall provide the sole supervision and shall have exclusive control over the operations of its employees, contractors, subcontractors, as well as operation of all vehicles and equipment used to perform its transportation services hereunder. BROKER has no right to discipline or direct the performance of any driver and/or employees, contractors, subcontractors or agents of CARRIER. Insertion of BROKER S name as the carrier or shipper on a bill of lading shall be for convenience only and shall not change BROKER S status as a property BROKER nor CARRIER S status as a motor carrier. This Agreement is non-exclusive; either party may enter into similar agreements with other carriers, brokers, or freight forwarders. 3. Scope This Agreement is limited to interstate shipments of freight of all kinds transported by motor carrier between all points in the United States (excluding Alaska and Hawaii) and between all points in the United States (excluding Alaska and Hawaii) and Canada, unless specific pricing and service has been requested for Alaska, Hawaii, or international commerce. 4. Order Documentation The terms of any BROKER order documentation prepared for a shipment (including but not limited to the Order for Service) are hereby incorporated into this Agreement with respect to the particular shipment(s) to which the order documentation applies. 5. Pricing The pricing for shipments under this Agreement shall be as stated in the applicable Order for Service or other documentation mutually entered into by the Parties and shall automatically be incorporated herein by reference. No pricing is accepted by BROKER until BROKER has sent a written acknowledgement of the pricing. Any governing tariffs, rate schedules or charge/surcharge/accessorial lists of CARRIER shall only be valid when their terms are mutually agreed to in writing by both Parties. Additional, modified or amended rates or charges must be mutually agreed to in writing by both Parties. For purposes of this provision, documentation/writing shall include sent to a working address Broker-Carrier Agreement, Revised June 2011 Doc 65374v9 1

4 identified by the Party as an appropriate address for receipt of communications. If no documentation of any kind pertaining to pricing exists, or documentation was not mutually accepted by both Parties, any rates or charges shall be deemed accepted only where CARRIER has invoiced for the shipment and BROKER has paid the invoice. 6. Payment BROKER agrees to conduct all billing services to shippers, and CARRIER authorizes BROKER to invoice CARRIER S freight charges to shipper, consignee, or third parties responsible for payment. The Parties agree that BROKER is the sole party responsible for payment of CARRIER S charges, and CARRIER automatically assigns to BROKER all rights to collect freight charges from Shipper or any responsible third party on receipt of payment from BROKER. If BROKER has not paid CARRIER s invoice as agreed, and CARRIER has complied with the terms of this Agreement, CARRIER may seek payment from the shipper or other party responsible for payment after giving BROKER fifteen (15) days advance written notice. CARRIER shall not seek payment from shipper if shipper has made payment to BROKER. It is further understood and agreed that the discounts and charges set forth herein are for the benefit of BROKER. BROKER agrees to pay CARRIER within thirty (30) days from receipt of CARRIER S invoice, provided CARRIER is not in default under the terms of this Agreement. CARRIER S itemized invoice for services performed, as well as all shipping documents (including a bill of lading and a copy of UniGroup s Rate Confirmation that is ed to CARRIER) that are necessary for BROKER to invoice its customers, must be submitted within fifteen (15) days after delivery of the shipment. Invoices must be FAXED OR ED to the following addresses: UniGroup Worldwide Logistics ATTN: Brokerage FAX: brokerageinvoices@unigroupinc.com CARRIER acknowledges that any late submission of invoices may result in significant delays in payment of those invoices by BROKER. In no event will BROKER be liable for the payment of any CARRIER invoice received one hundred and twenty (120) days or more after delivery of the shipment covered by the invoice. BROKER will pay all undisputed amounts set forth in a compliant invoice as set forth above; provided, however, that BROKER may return non-compliant invoices to CARRIER and BROKER S time period to pay invoices shall not commence until receipt of a compliant invoice. Notwithstanding any such invoice noncompliance, or any disputed amount on an invoice, CARRIER will continue to perform all shipments it has undertaken to perform for BROKER and BROKER S customers. No payment made by BROKER will be considered BROKER S acceptance of unsatisfactory performance of CARRIER S obligations or of substandard or non-conforming performance, or a release to CARRIER of CARRIER S full responsibility under any provision of this Agreement. 7. Cargo Liability CARRIER S liability for any cargo damage or loss shall be determined under the Carmack Amendment, 49 USC 14706, and CARRIER shall comply with all applicable federal regulations for processing loss and damage claims and salvage. CARRIER shall be liable for loss or damage to goods being transported or held in Storage-in-Transit in the amount as set forth in any order, billing or shipping documentation applicable to such shipment. In the event that such liability terms are not set forth in that documentation for the shipment, CARRIER S maximum liability for loss or damage to any one shipment shall be $150,000; however, if CARRIER allows a shipper to declare a liability amount on the bill of lading in excess of $150,000, then CARRIER S maximum liability for loss or damage to the shipment shall be the amount declared in writing by the shipper on the bill of lading and shall not be limited to $150,000. Broker-Carrier Agreement, Revised June 2011 Doc 65374v9 2

5 8. Term and Termination This Agreement shall become effective upon the date indicated below and shall be in effect for an initial term of three (3) years. Subsequent to the initial term, this Agreement shall automatically be renewed in additional one (1) year terms. Either party may terminate this Agreement by giving the other party thirty (30) days written notice. In the event of termination of this Agreement for any reason, the Parties shall complete performance of any work in progress in accordance with the terms of this Agreement. 9. Standards of Performance CARRIER agrees to the following standards of performance: CARRIER agrees to provide the necessary equipment and qualified personnel for completion of the transportation services required for BROKER and/or its customers. CARRIER shall issue a bill of lading in compliance with federal law for the property it receives for transportation under this Agreement. Unless otherwise agreed in writing, CARRIER shall become fully responsible/liable for the freight when it receives possession thereof, regardless of whether a bill of lading has been issued, signed or delivered; this responsibility/liability shall continue until delivery of the shipment to the consignee. Any terms of the bill of lading inconsistent with the terms of this Agreement shall be controlled by the terms of this Agreement. Failure to issue a bill of lading, or sign a bill of lading acknowledging receipt of the cargo by CARRIER shall not affect the liability of CARRIER. CARRIER agrees that all shipments will be transported and delivered with reasonable dispatch, or as otherwise agreed in writing. All service commitments must be met, including pickup and delivery at the agreed-upon date and time. In the event of a delay, BROKER must be contacted immediately so alternate arrangements can be made with the agent/customer. When CARRIER fails to perform transportation services within the period of time agreed to by the Parties, CARRIER agrees to compensate BROKER for expenses and damages, including reimbursement to BROKER of any payments that BROKER makes to its customer due to CARRIER S delay, not to exceed the linehaul transportation charge. However, this late delivery charge does not apply when delay is caused by conditions beyond CARRIER S control, which include war, terrorism, acts of God, labor disturbances, civil unrest, or any cause beyond the reasonable control of CARRIER, such as impractical operations. Reasonable dispatch rules issued by the Federal Highway Administration s authority will apply. CARRIER agrees that it is solely responsible for any and all management, governing, discipline, direction and control of its employees, owner/operators and equipment with respect to operating within all applicable federal and state legal and regulatory requirements to ensure the safe operation of CARRIER S vehicles, drivers and facilities. CARRIER and BROKER agree that safe and legal operation of CARRIER and its drivers shall completely govern and supercede any service requests, demands, preferences, instructions, or information from BROKER or BROKER S customers with respect to any shipment at any time. 10. Additional Schedules Additional terms to this Agreement may be added through schedules or addenda added to this Agreement when signed by authorized representatives of both BROKER and CARRIER. 11. Insurance CARRIER shall obtain and maintain policies of insurance in accordance with appropriate governmental requirements and at least in the amounts as stated below: Broker-Carrier Agreement, Revised June 2011 Doc 65374v9 3

6 a. Comprehensive General Liability coverage, including bodily injury and property damage, contractual liability and personal injury liability coverages, in an amount not less than One Million Dollars ($1,000,000) combined single limit for each occurrence; b. Insurance coverage on a comprehensive basis for Automobile Liability covering owned, non-owned and hired motor vehicles in an amount of not less than One Million Dollars ($1,000,000) combined single limit for each occurrence; c. Commercial umbrella/excess liability of at least Two Million Dollars ($2,000,000) per occurrence, for any liability in excess of underlying comprehensive general liability, auto liability and employer s liability; d. Cargo loss and damage coverage in an amount not less than One Hundred Fifty Thousand Dollars ($150,000) per shipment; e. Worker s compensation in amounts not less than the statutory limits prescribed by law; f. Employer s liability insurance in the amount of One Hundred Thousand ($100,000) per occurrence; and CARRIER represents and warrants there are no exclusions in their insurance policies that would apply to the shipments CARRIER transports under this Agreement. Such policies except Worker s Compensation shall provide that the policies may not be cancelled without thirty day (30) prior notice to BROKER. CARRIER shall provide certificates of insurance evidencing such coverages for subsection (b) and (d) upon execution of this Agreement, and for all subsections at such other times as BROKER may request. 12. Indemnity CARRIER shall indemnify, defend and hold BROKER and its affiliates, and each of their respective officers, directors, employees, and agents, harmless from any and all liabilities, losses, damages, expenses, costs, attorneys fees, causes of action, suits, claims, or judgments arising out of CARRIER S acts or omissions in connection with this Agreement. BROKER shall indemnify, defend and hold CARRIER, and each of its respective officers, directors, employees, and agents, harmless from any and all liabilities, losses, damages, expenses, costs, attorneys fees, causes of action, suits, claims, or judgments arising out of BROKER S acts or omissions in connection with this Agreement. The obligation to defend shall include all costs of defense as they accrue. Except as otherwise provided in this Agreement, neither Party shall be liable to the other for consequential damages without prior written notification of the risk of loss and its approximate financial amount, and agreement to assume such responsibility in writing. 13. Back Solicitation CARRIER shall not accept or solicit shipments from any shipper, consignor, consignee or customer of BROKER or any of its subsidiary or affiliate companies, where: (a) the shipment was first tendered to CARRIER by BROKER or its subsidiaries or affiliates; or (b) the availability of or need for such shipment first became known to CARRIER as a result of the efforts of BROKER or any of its subsidiaries or affiliates. The restrictions set out herein shall not apply to any shipper, consignor, consignee or customer where the shipment is tendered to CARRIER by a third-party broker not affiliated with BROKER. In the event CARRIER back-solicits customers of BROKER or its subsidiaries or affiliates, and obtains shipments from such customers, BROKER shall receive a commission from CARRIER of five percent (5%) of the gross revenue received for the shipments for a period of fifteen (15) months after the initial provision of such shipments. 14. Re-Brokering CARRIER agrees to transport loads under this Agreement under its motor carrier authority. CARRIER will not re-broker, assign, subcontract or interline the shipments hereunder without prior written consent of BROKER. If CARRIER breaches this provision, then BROKER shall have the right of paying monies it owes CARRIER directly to the delivering carrier, in lieu of payment to Broker-Carrier Agreement, Revised June 2011 Doc 65374v9 4

7 CARRIER. Despite BROKER S payment to the delivering carrier, CARRIER shall not be released from any liability under this Agreement. In addition, CARRIER will be liable for consequential damages for violation of this provision. CARRIER shall indemnify, defend and hold BROKER and its affiliates, and each of their respective officers, directors, employees, and agents, harmless from any and all liabilities, losses, damages, expenses, costs, attorneys fees, causes of action, suits, claims, or judgments arising out of the acts or omissions of any carrier to whom the shipment is re-brokered, whether with or without consent of BROKER. The obligation to defend shall include all costs of defense as they accrue. 15. Compliance During the term of this Agreement, CARRIER shall maintain in compliance with all applicable federal, state, and local laws relating to the provision of its services, including but not limited to: transportation of Hazardous Materials; owner/operating leasing regulations; loading and securing of freight regulations; implementation and maintenance of driver safety regulations; qualification, licensing, and training of drivers; and implementation and maintenance of equipment safety regulations. 16. Confidentiality In addition to confidential information and/or trade secrets protected by law or designated by a Party as such, the Parties agree that all of their financial information and that of their customers, including but not limited to freight and brokerage rates, amounts received from brokerage services, amounts of freight charges collected, freight volume requirements, as well as personal customer information, customer shipping or other logistics requirements shared or learned between the Parties and their customers shall be treated as confidential and shall not be disclosed or used except as required for performance of a Party s obligations under this Agreement. Confidential information shall not include information that: (a) was previously known to the receiving Party before the disclosure thereof; (b) is now or becomes in the future public knowledge other than by breach of this Agreement; (c) is lawfully obtained by the receiving Party from a source which is independent of the other Party and is not obligated to keep the information confidential; or (d) is required to be disclosed by judicial or administrative process. In the event of violation of this paragraph, the Parties agree that the remedy at law, including monetary damages, may be inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating Party from further violation of this agreement, in which case the prevailing Party shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney s fees. 17. Non-Waiver Failure of either Party to enforce a breach or waiver of any provision or term of this Agreement shall not be deemed a waiver of any subsequent failure or breach, and shall not affect the right of either Party to enforce such term or provision, or the Agreement as a whole. 18. Notice All notices required or permitted under this Agreement shall be in writing and will be deemed duly given either: (a) when delivered in person to the recipient Party; or (b) three business days after being mailed by either registered or certified U.S. mail, return receipt requested, postage prepaid, or one business day when sent by overnight courier service, to the authorized representative at the mailing address listed below in the signature blocks. 19. Law Governing This Agreement shall be governed by federal laws applicable to the interstate transportation of goods, and in all other respects by the law of the state of Missouri, United States of America, regardless of any other jurisdiction s choice of law provisions. 20. Entire Agreement This Agreement, including the exhibits, schedules, addenda, and other attachments hereto referenced herein or attached hereto, if any, contains the entire agreement among the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any term hereof. If for any reason any court or governmental authority should determine that any clause or provision contained herein are improper, unenforceable or violates any rule, regulation, policy Broker-Carrier Agreement, Revised June 2011 Doc 65374v9 5

8 or statute, then this Agreement shall immediately be deemed amended or modified to exclude such clause or provision and the remainder of this Agreement shall continue in full force and effect. At the time of execution of this Agreement, no modifications from the standard form Agreement provided to CARRIER will be accepted as a part of this Agreement unless expressly agreed to in writing by BROKER, by either addendum to, or individually initialed changes on, the Agreement. BROKER S signature on a modified Agreement without the above evidence of agreement does not constitute BROKER S acceptance of those changes and they shall be deemed stricken, the original Agreement language shall apply, and CARRIER agrees that its signature constitutes acceptance of the Agreement s original terms. Except as otherwise provided in this Agreement, this Agreement and any addendum may not be amended except by mutual written agreement of the Parties hereto. IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date set forth below. If no date is set forth, then the latest date of signature of the Agreement shall be the effective date. CARRIER: Company: BROKER: United Van Lines, LLC One United Drive Fenton, Missouri Attn: Address: BROKER: Mayflower, Transit, LLC One Mayflower Drive Fenton, Missouri Tele No.: Fax No.: By: Title: BROKER: UniGroup Worldwide Logistics, LLC One Premier Drive Fenton, Missouri Date: By: To be completed by Broker upon receipt of executed Agreement from Carrier: Effective Date: Title: Date: Broker-Carrier Agreement, Revised June 2011 Doc 65374v9 6