Carrier is a motor common and/or contract carrier engaged in the business of providing commercial motor vehicle transportation of freight for compensation, and which holds appropriate operating authority from all applicable governmental agencies. Carrier wishes to retain the services of Broker to obtain commodities for transport as periodically offered by Broker, which is actively engaged in the business of soliciting and arranging for the transportation of freight on behalf of Carrier, and other motor carriers.

NOW, THEREFORE, in consideration of mutual promises and covenants stated in this Agreement, the parties agree as follows:

1. Carrier hereby appoints and retains Broker as its agent for the solicitation and dispatch of commodities available for transportation by motor vehicle, with authority to act on Carrier’s behalf for the sole purpose of securing commodities for transportation. Broker is not the Carrier’s agent for any other purposes.

2. All general commodities (except Classes A and B explosives, household goods, and commodities in bulk), which are tendered to Carrier for transport between points in the continental United States during the term of this Agreement shall be transported by Carrier under the terms, provisions, and conditions of this Agreement and the Broker’s Load Confirmation, a form of which is attached as Appendix A, and the terms of which are expressly incorporated by reference into this Agreement.

3. Broker shall not be obligated to tender all commodities it has available for shipment to Carrier, it is being understood that Broker has entered into agreements substantially similar to this Agreement with other motor carriers. Likewise, Carrier is not obligated to accept all shipments of commodities offered to it by Broker.

4. When commodities are available for dispatch, Broker shall contact Carrier, by telephone, Internet posting or other means, offering a shipment of freight at a flat or per unit rate. Carrier, exercising its sole judgment, shall determine if the rate offered by Broker is acceptable and shall affirmatively accept or reject the shipment. Such affirmation or rejection shall constitute a legally binding oral contract between Broker and Carrier. If the load is accepted, Carrier shall transport the commodities to the destination(s) designated by Broker.


5. Within twenty-four (24) hours of Carrier’s verbal acceptance, Broker shall issue a Load Confirmation, in the form attached as Appendix A, to Carrier. In the absence of an objection, the Load Confirmation must be signed by an authorized Carrier representative and returned to Broker. This signed Load Confirmation shall constitute a binding agreement between Carrier and Broker for agreed rate of payment by Broker to Carrier for transportation services performed by Carrier as stated and agreed upon in the Load Confirmation. Until the Load Confirmation is signed by Carrier and received by Broker, a driver is not to be dispatched on load. Broker will notify Carrier when the Load Confirmation is received, to approve dispatch of the driver.

6. If Carrier is unable to provide transportation services within the time requested by Broker and in accordance with applicable laws (including but not limited to gross vehicle weight restrictions), it shall so advise Broker. In such event, if the parties mutually agree Carrier may arrange to furnish said transportation at a later date. Alternatively, Broker may elect to retain the services of another carrier. Under such circumstances, neither the failure of Carrier to comply with the request of Broker, nor the Broker’s failure to tender the shipment to Carrier, shall be a breach of the terms of this Agreement.

7. Both Broker and Carrier recognize and agree that time is of the essence of this Agreement and that due to varying (and often times remote) geographical origins together with the need for expeditious transportation, both parties will commence performance under this Agreement immediately following their initial oral agreement and before the Load Confirmation is delivered to Carrier.

8. Upon receipt of commodities under the terms of this Agreement from shipper’s agent as designated by Broker, Carrier will issue receipts, freight bills, and/or bills of lading to the consignors of the commodities to be transported in conformance with the terms of this Agreement, which will be exclusive evidence of the receipt of such commodities by Carrier in good condition unless otherwise specifically noted on the face thereof.

9. Upon tender of commodities pursuant to this Agreement, Carrier will expeditiously transport and deliver the commodities without loss, damage, injury, or delay to the consignee at the designated destination at the time specified or, if no time is specified, than within a reasonable time. Carrier hereby assumes all liability as provided under the provisions of 49 U.S.C. § 14706 for loss and damage while commodities are in the Carrier’s custody and control.

10. Broker will pay Carrier the net transportation charges shown on the Load Confirmation, in full, within thirty (30) days after presentation by Carrier of a clear delivery receipt, signed by the consignee without exception or notation. Broker agrees to pay the delivery rated and charges negotiated, even if the shipper does not or cannot pay Broker. Provided, however, that compensation under this Agreement may be withheld, in whole or in part, by Broker to satisfy claims or shortages arising out of this Agreement or prior agreements or to satisfy advances made to, or on behalf of, Carrier.

11. In consideration for soliciting freight, general sales and merchandizing services, and issuing said Load Confirmation, together with its guarantee of payment as provided in this Agreement, Broker is authorized to keep the amount received from the shipper in excess of the contract price stated in the Load Confirmation as its commission and fee. Broker shall not be required to verbally disclose the amount of its commission to Carrier, but Carrier shall have the right to review Broker’s files within sixty (60) days after the completion of any shipment, at the Broker’s offices at 601 Middleton Run Road, Elkhart, Indiana 46516.

12. In the event of invasion, insurrection, strikes, lockout, riots, civil war, commotion, military or usurped power, authority of the law, act or default of the shipper or owner, natural shrinkage, or acts of God, Carrier’s failure to make deliveries as requested by Broker shall not be a breach of the terms of this Agreement.

13. Except in the case of Carrier’s negligence (and the burden to prove lack of negligence shall be on Carrier), Carrier shall not be liable for loss, damage, or delay occurring while property is stopped and held in transit upon the request of the shipper, owner, or party entitled to make such a request, or resulting from an inherent defect in the property being transported, or from riots, or strikes.

14. Except in the case of Carrier’s negligence (and burden to prove lack of negligence shall be on Carrier), Carrier shall not be liable for delay caused by highway obstructions, faulty or impassable highways, or lack of capacity of any highway, bridge or ferry.

15. Carrier agrees to indemnify and hold Broker harmless from and against all claims for property loss or damage, personal injury or death, including the attorney’s fees incurred by Broker in the defense of any such claims asserted by any party, including the Carrier’s employees or contractors, which arise from the negligence of Carrier in connection with the carriage of commodities or the operation of the equipment utilized by Carrier to provide services pursuant to this Agreement. For purposes of this indemnification provision, the burden of proving lack of negligence shall be on Carrier.

16. In performing under this Agreement, Carrier agrees to provide and utilize equipment that is in good running order and condition. Carrier agrees to maintain the equipment in good working order and condition.

17. Carrier represents and warrants that the driver or drivers utilized to provide services under this Agreement will be competent and properly licensed, and fully informed concerning their responsibilities for the protection and care of the involved commodities and the general public.

18. Carrier represents that the transportation tendered hereunder will be performed without violating any federal, state, or local laws or regulations, and that it has complied and will comply with all laws and regulations of regulatory agencies having jurisdiction over the operation of motor vehicles utilized in interstate transportation, including but not limited to the United States Department of Transportation and the Surface Transportation Board.

19. Broker shall not be liable or responsible to anyone for the operation, maintenance, or control of Carrier’s equipment, nor shall Broker be liable or responsible for any violations of traffic regulations, load weight limitations, or rules, regulations or laws, which pertain to or affect the transportation of commodities pursuant to this Agreement.

20. Carrier shall procure and maintain in full force and effect at its own expense, cargo insurance on all commodities transported under this Agreement, and property damage and public liability insurance on all motor vehicles used by Carrier to transport commodities under this Agreement. Carrier shall furnish written proof of adequate BI/PD, public liability, cargo and worker’s compensation insurance in the amount deemed reasonable by the Broker and in addition, shall name Broker as an additional name insured on all relevant policies.

21. Carrier shall pay all costs, expenses, and attorney’s fees incurred by Broker to enforce its rights under this Agreement, or otherwise exercise any of its rights or remedies against Carrier, or incurred by Broker in any litigation because of any act or omission of Carrier relating to this Agreement.

22. The exclusive venue for any litigation between the parties arising out of or relating to this Agreement shall be a state court of competent jurisdiction sitting in Elkhart County, Indiana, or the United States District Court for the Northern District of Indiana, South Bend Division.

23. Except to the extent federal law controls, this Agreement shall be governed by and construed in accordance with the internal laws of the State of Indiana, without regard to conflicts of law principles.

24. It is the express intent of the parties that this Agreement creates an independent contractor relationship between them. Carrier shall and does employ on its own behalf all persons operating motor vehicles transporting commodities under this Agreement and such persons shall be and remain the employees and agents of Carrier and not the employees or agents of Broker. All drivers of motor vehicles and other persons employed in connection with the transportation of commodities under this Agreement are subject solely to the direction, control, and supervision of Carrier in every respect. Carrier agrees that such employees are and will at all times be covered by adequate worker’s compensation insurance as provided by law and at its own expense.

25. All notices required to be given under any of the provisions of this Agreement shall be given in writing and may be provided by electronic mail, facsimile, and/or certified mail.

26. This Agreement shall be for an initial term of one (1) year from the date stated below, subject to the right of either party to cancel or terminate the Agreement for any reason upon thirty (30) days written notice to the other party, or immediately in the event of a material breach of the terms of this Agreement. Unless terminated, this Agreement shall automatically renew from year to year. Provided, however, that if one party materially breaches this Agreement the non-breaching party may immediately terminate this Agreement.

27. This Agreement shall be binding upon the successors and assigns of the parties. Provided, however, that Carrier shall not assign this Agreement or any rights hereunder without the prior written consent of Broker.

28. Carrier shall not transport commodities tendered by any shipper, consignor, consignee, or customer of the Broker where (a) the availability of traffic from such shipper, consignor, consignee, or customer first became known to Carrier as a result of Broker’s efforts, or (b) traffic of the shipper, consignor, consignee, or customer of the Broker first tendered to the Carrier by the Broker. If Carrier breaches this Agreement and transports commodities from Broker’s customers, regardless of the circumstances, then Broker is entitled, for a period of fifteen (15) months after the involved traffic first begins to move, from the Carrier in an amount equal to fifteen percent (15%) of the transportation revenue received from the shipment of such commodities.

P.F. SERVICES CARRIER REQUIREMENTS

Rate agreement must be signed and returned via email at ahardy@pfs-broker.com or fax to (574) 522-1174.

Carrier / Driver must call P.F. Services to confirm dispatch at 877-737-5623.

Carrier / Driver must call P.F. Services when loaded, delivered, with any damages, shortages, and / or any issues of any kind at 877-737-5623.

Carrier / Driver must fax or email Proof of Delivery, issued by shipper and signed by consignee, when delivered.

Carrier / Driver may fax or email invoices and proof of delivery for payment. Originals are not required.

Failure to comply with any of the above will result in a $50.00 fine for each requirement not met.