BROKER AND SHIPPER TERMS & CONDITIONS

  1. Applicability. These Terms & Conditions (these “Terms”) apply to all broker services provided by R2 Logistics, Inc., a Florida corporation and Registered Property Broker, License Number MC-513105 (“Broker”), to you (“Shipper”) (each a “Party” and collectively, the “Parties”). The term “Registered” means operated under the authority of the Federal Motor Carrier Safety Administration (“FMCSA”). Performance of any work by Broker for Shipper shall constitute acceptance of these Terms. Broker objects to any terms proposed in Shipper’s acknowledgement or other form of acceptance of Broker’s offer to perform services which add to, vary from, or conflict with these Terms. These Terms may be modified or amended only in a writing signed by the Parties. If Broker’s offer to perform service has been issued in response to Shipper’s offer and if any of the Terms herein add to, vary from, or conflict with any terms of Shipper’s offer, then the acceptance by Shipper of Broker’s tender to perform services shall constitute an acceptance of Shipper’s offer subject solely to the express Terms set forth herein, and any additional, different, or conflicting terms in Shipper’s offer are rejected by Broker, so that these Terms and agreed upon pricing documents constitute the entire Agreement between Shipper and Broker with respect to the subject matter hereof and the subject matter of Shipper’s offer.
  2. Purpose. In consideration of the mutual undertakings contained herein, Shipper agrees to utilize Broker to arrange for the interstate and intrastate transportation by motor carrier of various shipments on behalf of Shipper on a non-exclusive basis from certain points of origination to certain points of destination as directed by Shipper, and Broker hereby agrees to arrange the transportation of such shipments subject to these Terms and in compliance with all applicable laws, regulations, and ordinances. Shipper agrees to timely deliver Broker accurate delivery instructions and descriptions of the cargo, including any handling or security requirements for the shipment. Shipper acknowledges that failure to deliver such timely and accurate information will have a direct impact on Broker’s ability to comply with its obligations hereunder. Broker’s responsibility under these Terms shall be limited to arranging for, but not actually performing, transportation of Shipper’s freight. Broker does not guarantee the transportation of any shipment on an expedited basis and shall not be liable for any damages or losses resulting from the late and/or non-delivery of an expedited shipment unless specifically agreed in writing signed by an officer of Broker.
  3. Relationship of Parties. The relationship of Shipper to Broker is that of an independent contractor. Broker has no control of any kind over Shipper, including, but not limited to, routing of freight. The Parties do not intend to provide for division of profits between Broker and Shipper.
  4. Shipper’s Representations and Warranties. Shipper represents and warrants that Shipper:
    • a. is duly organized or incorporated, validly existing, and in good standing under the laws of the state of its organization or incorporation and has the full corporate power and authority to accept these Terms and to conduct its business as conducted on the date that Shipper accepts these Terms; and
    • b. no consent, approval, or authorization of, or declaration, filing, or registration with any governmental or regulatory authority is required on the part of Shipper in connection with the acceptance of these Terms or the consummation of the transactions described herein.
  5. Broker’s Representations and Warranties. Broker represents and warrants that Broker:
    • a. is duly registered with FMCSA as a property transportation broker pursuant to 49 U.S.C. § 13904;
    • b. is duly incorporated, validly existing, and in good standing under the laws of the state of Florida and has full corporate power and authority to enter into these Terms and to conduct its business as conducted on the date that Shipper accepts these Terms; and
    • c. Broker represents and warrants that it has entered into (or will enter into) a written agreement with carriers it utilizes in the performance of these Terms. Broker further represents and warrants that such agreements with its carriers include (or shall include) the following provisions:
      • i. that the carrier is duly registered with FMCSA as a for-hire motor carrier of property in interstate commerce pursuant to 49 U.S.C. §13902;
      • ii. that the carrier does not have an “unsatisfactory” safety rating issued by FMCSA, and will notify Broker immediately if the carrier receives an “unsatisfactory” safety rating;
      • iii. that the carrier is and shall maintain in compliance with all applicable federal, state, and local laws relating to the motor carriage services provided by carrier, including, but not limited to, transportation of hazardous materials as defined in 49 CFR §172.800, §173 and §397 et seq., security regulations, owner/operator lease regulations, loading and shipment of freight regulations, implementation and maintenance of driver safety regulations, qualification and licensing and training of drivers, implementation and maintenance of equipment safety regulations, and maintenance and control of the means and method of transportation;
      • iv. that the carrier shall defend, indemnify, and hold Broker and Shipper harmless from any and all claims, actions, or damages arising out of the carrier’s performance under the agreement with Broker; and
      • v. that the carrier shall maintain at all times the insurance policies as required in Section 12.
  6. Term and Termination. These Terms shall continue in effect for the duration of Broker’s provision of broker services to the Shipper; provided, however, that either Party may terminate their relationship with or without cause at any time by giving the other Party thirty (30) days prior written notice. Either Party may terminate their relationship immediately upon written notice to the other Party in the event of the following events:
    • a. breach of any covenant, obligation, condition, or requirement imposed by these Terms, if such breach continues for a period of ten (10) days after written notice thereof; or
    • b. a Party becomes insolvent, unable to pay its debts in a timely manner, seeks protection under bankruptcy or receivership laws, or is forced into bankruptcy or receivership.
  7. Bond Requirements. Broker will maintain a surety bond in such amounts as required by the FMCSA for the duration of Broker’s provision of broker services to the Shipper. Broker will provide Shipper with proof of such bond upon Shipper’s written request.
  8. Indemnification. Broker and Shipper shall defend, indemnify, and hold each other harmless against any claims, losses, costs, fines, penalties, expenses (including attorneys’ fees), actions, or damages, including, but not limited to, cargo loss, damage or delay, and payment of rates and/or accessorial charges to carriers, arising out of their respective performance under these Terms; provided, however, the indemnified party shall not offer settlement in any such claim without the agreement of the indemnifying party, which agreement shall not be unreasonably withheld. If the indemnified party offers or agrees to offer a settlement for such a claim without the written agreement of the indemnifying party, the indemnifying party shall be relieved of its indemnification obligation. Neither Party shall be liable to the other Party for any claims, actions, or damages due to the negligence of the other Party.
  9. Payments. Broker shall invoice Shipper for its services in accordance with the rates, charges, and provisions as agreed between the Parties and set forth in writing, and any written supplements or revisions that are mutually agreed upon by the Parties. If rates are negotiated between the Parties and not otherwise confirmed in writing, such rates will be considered “written,” and shall be binding, upon Broker’s invoice to Shipper and Shipper’s payment to Broker. Shipper agrees to pay Broker’s invoice within 30 days of invoice date without deduction or set-off. Payment of the freight charges from the Shipper to the Broker shall relieve the Shipper of any liability to the carrier for non-payment of its freight charges for the applicable shipment; and Broker hereby covenants and agrees to indemnify Shipper from liability for payment of any carrier fees or charges after Broker has received payment from the Shipper for the applicable shipment.
  10. Freight Claims. Shipper must file claims for cargo loss or damage with Broker within 180 days from the date of such loss, shortage, or damage, which for purposes of these Terms shall be the delivery date or in the event of non-delivery, the scheduled delivery date. Shipper must file any civil action against Broker within two (2) years from the date of the notice. It is understood and agreed that Broker is not a carrier and that the Broker shall not be held liable for loss, damage, or delay in the transportation of Shipper’s freight, unless caused by Broker’s negligent acts or omissions in the performance of these Terms. Broker shall use commercially reasonable efforts to assist Shipper in the filing and/or processing of claims with the carrier. If payment of claim is made by Broker to Shipper, Shipper automatically assigns its rights and interest in the claim to Broker. In no event shall Broker or Broker’s carrier be liable to Shipper for special, incidental, or consequential damages. In no event shall Broker or Broker’s carrier be liable to Shipper for any air carrier charges unless specifically agreed to in writing signed by an officer of Broker.
  11. Receipts and Bills of Lading. If requested by Shipper in writing, Broker agrees to provide Shipper with proof of acceptance and delivery of loads in the form of a signed Bill of Lading or Proof of Delivery, as specified by Shipper. Shipper’s insertion of Broker’s name on any Bill of Lading shall be for Shipper convenience only and shall not change Broker status as a property broker. The terms and conditions of any freight documentation issued by Broker or a carrier selected by Broker may not supplement, alter, or modify these Terms.
  12. Insurance. Broker shall maintain insurance policies of the following minimum limits: commercial general liability in the amount of $1,000,000; property damage and personal liability in the amount of $1,000,000; freight loss or damage in the amount of $100,000 per freight shipment; workers’ compensation with limits required by law. Broker shall also ensure that its carriers transporting freight under these Terms shall maintain the same types of insurance policies in the same amounts as provided above. All insurance policies must be maintained by a carrier rated “a” or higher by A.M. Best.
  13. Hazardous Materials. Shipper and Broker shall comply with all applicable laws and regulations relating to the transportation of hazardous materials as defined in 49 CFR §172.800, §173, and §397 et seq. To the extent that any shipments constitute hazardous materials Shipper is obligated to inform Broker immediately if any such shipments constitute hazardous materials. Shipper shall defend, indemnify, and hold Broker harmless from any penalties or liability of any kind, including reasonable attorneys’ fees, arising out of Shipper’s failure to comply with applicable hazardous materials laws and regulations.
  14. Miscellaneous.
    • a. Non-exclusive Agreement. The Parties acknowledge and agree that these Terms do not bind each Party to exclusive services to the other. Broker shall be free to accept freight for transportation from customers other than Shipper. Shipper shall be free to tender freight for transportation to motor carriers and brokers other than Broker.
    • b. Confidentiality; Non-solicitation. Each Party understands and agrees that the other Party has a legitimate business interest in protecting its confidential and proprietary information that has been developed over time through effort and expense. Accordingly, neither Party shall disclose to third-parties these Terms nor any of the other Party’s confidential or proprietary information that is obtained in the course of performing under these Terms, including, but not limited to, a Party’s business methods, customer lists, software, or the rates, valuation, origin, destination and consignee identity for any freight shipment.
    • c. Governing Law. As permitted in 49 U.S.C. § 14101(b)(2), the Parties agree that these Terms shall be interpreted in accordance with the laws of the State of Florida, without regard for choice-of-law principles. The sole, exclusive venue to resolve any dispute will be either the state or Federal court located in Duval County, Florida, and no other. Each Party expressly agrees to waive the right to a trial by jury, with any disputed issues of fact determined by a judge only.
    • d. Notices. Any notice required or permitted under these Terms shall be deemed sufficient if sent by prepaid first-class mail, by a nationally recognized overnight courier, or by facsimile transmission, if such notice is sent to the address or fax number of, and marked to the attention of the individual designated by the Party to receive notices.  Notices, if sent to Broker may be addressed to R2 Logistics, Inc., ATTN: Credit Department, 10739 Deerwood Park Blvd., Ste. 103, Jacksonville, Florida 32256, via email to credit@r2logisticsteam.com, or via fax to (904) 394-4692. Notices shall be considered to have been received by the addressee Party on the third business day after mailing, on the first business day after deposit with an overnight courier, or on the day a facsimile is transmitted if the sending machine produces written confirmation of a successful transmission. Each Party may change its designated contact, or update the contact information for such individuals, by prior written notice to the other Party in accordance with this Section d.
    • e. Entire Agreement. These Terms represent the entire agreement and understanding of the Parties with regard to its subject matter. No prior understandings or agreements of the Parties, whether written or oral, nor any documents not specifically incorporated into these Terms, nor any course of conduct of the Parties before or after the date hereof, shall have the effect of modifying the Parties’ rights and obligations under these Terms.
    • f. No Representations or Warranties Other Than Those Stated Herein. Neither Party has made a representation or warranty to the other that is either important or material in entering into these Terms other than those expressly stated herein.
    • g. Severability. To the extent that any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall become ineffective as to all matters within the jurisdiction of that court. The court’s holding, however, shall not be treated as affecting the validity or enforceability of any other provision of these Terms, nor as affecting the validity or enforceability of any part of these Terms in other jurisdictions.
    • h. Waiver. Neither the failure of a Party to exercise any right, power, or privilege under these Terms, nor its delay in any such exercise, shall operate as a waiver of that right, power or privilege. No such waiver shall be binding on either Party unless it is in writing and signed by the Party against which the waiver is asserted. No such waiver on one occasion shall preclude subsequent full enforcement of a Party’s rights, powers and privileges under these Terms or at law or in equity.
    • i. Force Majeure. If either Broker or Shipper is prevented from or delayed in performing any of its obligations under these Terms by reason of statutes, regulations or orders of a governmental entity (including actions taken by a court or by law enforcement officials), or because of war, terrorism, acts of God, labor disturbances, civil unrest, or any cause beyond the reasonable control of such Party, that Party shall not be liable to the other Party for damages by reason of any delay or suspension of performance resulting from such legal restraints or force majeure. The Party invoking this Section i, however, shall furnish the other Party with notice of the same no more than two (2) business days after the onset of the conditions delaying or preventing performance.
    • j. Captions. The captions and headings set forth in these Terms are for convenience only. They shall not be considered a part of these Terms, nor affect in any way the meaning of its terms and conditions.
    • k. Intra-Canadian Loads. Notwithstanding anything herein to the contrary, Shipper hereby acknowledges and agrees that Broker may assign all of its rights under these Terms to R2 Logistics–Canada, ULC for any intra–Canadian loads without notice to Shipper. Upon such assignment, all of Shipper’s obligations and responsibilities under these Terms may be enforced by R2 Logistics–Canada, ULC.