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Dear carrier, FedEx Truckload Brokerage, Inc. is looking for new carriers today! Every carrier is looking for ways to get increase revenue. I'm excited to tell you about a new means for your company to potentially gain business ­ FedEx Truckload Brokerage. Our mission is to meet customers' truckload shipping needs with the superior customer service expected from FedEx.The service we provide for our customers is based on the quality of our FedEx Truckload Brokerage carriers. Therefore, we invite your company to submit the enclosed application for consideration in becoming one of our qualified carriers. Why should you become a qualified carrier? · New business: Access to additional freight with our expanding customer base. · The power of FedEx: You will align your company with a transportation leader. · Peace of mind: Your company will be paid in a timely fashion for services rendered. Applying to become a qualified carrier is simple. Just fill out the enclosed carrier qualification packet. Fax the packet to 877-726-9243 or send it to the address below. FedEx Truckload Brokerage, Inc. 1475 Boettler Rd. Uniontown, OH 44685 Once we receive your packet, a member of our team will contact you. If you have questions about becoming a qualified carrier, please contact me any time. I look forward to doing business together. Sincerely,

Greg Freeman Carrier Liaison, FedEx Truckload Brokerage, Inc. Phone: 1.877.202.2548 Fax: 1.877.726.9243 [email protected] Enclosure

Carrier Profile CQ-002

FedEx Truckload Brokerage, Inc. P.O. Box 5000 Green, OH 44232-5000 Carrier Name: _________________________________________________

Office 877.202.2548 Fax 877.726.9243 MC 582056 B SCAC: _________ Zip: __________

Address: _____________________________ City: __________________ State: _____ Phone: ____________________ Fax: _____________________

24-hr#: ____________________

Main Contact Name: ______________________________ Management Contact Name: _________________________

Email Address: ________________________ Phone: ______________________________

How did you hear of our services? ____________________________________________________________ Website: _____________________________________ Do you have Web Tracking? Do you have Broker Authority? EDI Capabilities? __________________________

Yes No Yes No

Team Drivers? Warehousing?

Yes No How Many? ______ Yes No Location? ________

Can you handle Canada shipments? Yes No

Mexico shipments? Yes No

Required Carrier Documents: · Insurance Certificate (FedEx Truckload Brokerage must be named as additional insured under your general and auto policies) · $250,000 cargo preferred · Operating Authority & W-9 · Federal ID # _________________ · USDOT # ___________________ · MC # ______________________ · Certifications (circle all that apply): Hazmat, C-TPAT, Bonded, FAST, TWIC, Smartway Partner Equipment Totals (please fill in the number of each): Tractors ______ 53' Dry Van______ 48'Dry Van ______ Reefers_______ Dual Temp___________ Multi Axle___________ Straight Trucks _______

Flatbeds______ Step Decks_______ Double Drops______ RGN ________ Conestoga_____ Car Hauler_______ E-TRAC________ Lift-Gates_____

Other (please list) _______________________________________________________________________ Load Bars: Yes No Straps: Yes No Blankets: Yes No

Can you transport: (circle all that apply) LIQUOR, BEER, TOBACCO, CIGARETTES, HIGH VALUE States of Operation: __________________________________________________________________________ ___________________________________________________________________________________________



Updated 10/11

Preferred Lanes

Origin City Origin State Destination City Destination State

Carrier Insurance Requirements Carrier shall maintain a policy or policies of insurance with coverage as follows: · Cargo liability insurance with minimum limits of $100,000 per occurrence o $250,000 per occurrence is preferred · Automobile liability insurance covering its owned, hired and non-owned automobiles with minimum limits of $1,000,000 per occurrence · Comprehensive general liability insurance with minimum limits of $1,000,000 per occurrence · Workers compensation and Employer's liability insurance with minimum limits of $100,000 per occurrence Very Important! Please list Certificate Holder as: FedEx Truckload Brokerage PO Box 5000 Green, OH 44232-5000 Please list additional insured exactly as (in the description of operations block of the cert): "FedEx Truckload Brokerage, Inc is listed as additional insured as its interest may appear" 30 Day Notice Required FedEx Truckload Brokerage will be given not less than 30 days notice by insurer of any cancellation or material change in the Insured's policy or policies of insurance.

Please fax all pages of the carrier agreement along with the required documents to 877-726-9243.


Updated 10/11

FedEx Truckload Brokerage Safety, service and security are the top priorities for our business. Please take the following expectations into consideration when accepting one of our shipments: Safety: We want to keep our freight moving safely at all times · Your fleet cannot have an "unsatisfactory" or "conditional" safety rating. · If your fleet becomes conditional or unsatisfactory after initial qualification, you will be notified and your fleet will become inactive immediately. · Drivers must have all hours to handle the load upon acceptance. · We do not want drivers stretched to the limit to make service; safety is very important in our operation. Service: We expect you to keep your commitment to servicing our freight on time · If you cannot meet the service requirements for a given shipment you should not accept the load. Our customers expect the best service out of us, as we expect the same from our carriers. · If you are running behind or will miss service for any reason we expect immediate notification. · Depending on the situation, loads can be day definite or a time specific appointment. · Service failure discussions will be performed monthly. Depending on the severity, we will request a corrective action plan immediately following the service incident. Security: Keep freight safe and secure at all times · Never leave the load unattended. · Trailer should be sealed. · Travel 200 miles before making first stop. · Truck should be fueled prior to pickup. · Put the back doors of trailer against a wall or another truck when not driving. · Safe havens (secure facilities) should be used whenever possible. · FedEx Truckload Brokerage should be made aware if load has to be stopped for an emergency. · For any security breach, theft or other security matter we are to be notified immediately. o We have corporate security that can act immediately upon notification of an incident. The quicker we are made aware, the better chance we will have at recovery. o Notify Doug Braund at 330.283.5709 (email for nonemergencies: [email protected]) then notify the account manager you are working with.

**Only U.S. Person may use This form** DATE: ____________________

Contract/P.O. Reference


New Revised (Highlight Changes) (Rev. Jun. 2010)

(FOR FEDEX USE ONLY) A/P VENDOR NUMBER _________________________




ACCTS RECEIVABLE CONTACT TELEPHONE FAX EMAIL________________________________________________________



By which method do you prefer to receive payment? CHECK EFT (Please complete enrollment form page 3) TYPE OF OWNERSHIP: SOLE PROPRIETORSHIP PARTNERSHIP

OWNERSHIP CLASSIFICATION (See Page 2, Check all that apply) DUNS # ____________________________________

My company is exempt from 1099 reporting




The above entity is a corporation having at least 51% of its stock owned by one or more individuals who are both socially and economically disadvantaged and has its management and daily business controlled by one or more such individuals; or The above entity is at least 51% unconditionally owned and operated by one or more individuals who are both socially and economically disadvantaged and has its management and daily business controlled by one or more such individuals; or The above entity is at least 51% owned by a woman or women who also control and operate it; or The above entity is at least 51% independently owned and operated, is not dominant in the field of operation in which it is bidding and qualifies as a small business under the criteria and size standards as defined under Section 3 of the Small Business Act. NOTE: *CONTROL* in this context means exercising the power to make policy decisions. *OPERATE* in this context means being involved actively in the day to day management of the business


CERTIFICATION: Under the penalties of perjury, I certify that (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) The IRS has notified me that I am no longer subject to backup withholding. (You must cross out item (2) above if you have been notified by IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return). FURTHER, I certify that all information provided is true and correct to the best of my knowledge, information and belief.



Service Disabled Veteran Owned Small Business ­ Veterans Benefits Act of 2003 (VBA) Asian/Pacific American ­ United States citizen whose origins are in Japan, China, the Philippines, Vietnam, Korea, Samoa, Guam, The Trust Territory of the Pacific Islands, Laos, Kampuchea (Cambodia), Taiwan, Burma, Thailand, Malaysia, Indonesia, Singapore, Brunel, Republic of the Marshall Islands, or the Federated States of Micronesia. Asian Indian American ­ United States citizens whose origins are from India, Pakistan and Bangladesh. African American ­ United States citizens whose native origins are from the black racial groups of Africa. Hispanic American ­ United States citizens from Mexico, Puerto Rico, Cuba, Central or South America, or other Spanish culture or origin, regardless of race. HUBZone ­ HUBZone is a small business, located in a "historically underutilized business zone" (HUBZone). Owned and controlled by one or more U.S. Citizens and at least 35% of its employees reside in a HUBZone. Visit SBA website: Native American ­ American Indian, Native Hawaiians and Eskimos/Aleuts. Women ­ Females, not a member of one of the ethnic minority groups noted. SBA Pro Net ­ Pro Net is an internet based database of information on small, disadvantaged, 8(a), HUBZone and womenowned business. Suppliers are encouraged to register on the Pro-Net system. Small/Disadvantaged ­ Generally a small business is one having no more than 500 employees. A business that meets the criteria and size standards of 13CFR Parts 101-124, and that is at least 51% owned, controlled and operated by socially disadvantaged individuals whose ability to compete in the free enterprise system is impaired due to diminished opportunities to obtain capital and credit as compared to others in the same line of business who are not socially disadvantaged. Disabled/Handicapped ­ Sheltered workshops, disabled veterans and members of other groups, defined by the SBA under section 8(a) of the Small Business Act, as amended 915 U.S.C.637(a), as socially and economically disadvantaged. Vietnam Era Veteran ­ United States citizen who served on active duty for a period of more than 180 days, any part of which occurred between August 5, 1964 and May 7, 1975, and was either discharged or released honorably or was discharged or released from active duty for a service connected disability.



FEIN / SSN Number: Primary Contact Name: Title: Telephone Number: Email Address: Bank Name: ABA #: Bank Account Number: Name on the Bank Account: Bank Contact Name: Bank Telephone Number:

Vendor Number:

Fax Number:

I certify that the information above is true and correct and that I, as an authorized representative for the above named company, hereby authorize FedEx to electronically deposit payments to the designated bank account. Authorized Signature: Title: Select one preferred method of receiving remittance information: Email with embedded detail (limited to small transaction volumes) FTP from a vendor assigned mailbox on a FedEx Services website Vendor will download Excel compatible file from (FedEx Services Express and Services) All EFT/ACH transmissions will be followed with an email informing you of the payment number, date and dollar amount of the deposit, please supply the information below. If your remittance contact name is the same as the "Primary Contact Information" on page one, indicate such on the remittance name line. Remittance Contact Name: Title: Telephone Number: Email Address: Date: Telephone Number:

ELECTRONIC FUNDS TRANSFER AGREEMENT THIS ELECTRONIC FUNDS TRANSFER AGREEMENT ("Agreement") is made and entered into as of ___________, by and between FedEx Corporate Services, Inc. and all FedEx Affiliates ("FedEx Services") and __________________________ ("Vendor"). RECITALS WHEREAS, FedEx Services and Vendor desire to facilitate the payment to Vendor via Electronic Funds Transfer ("EFT"); and WHEREAS, such transaction can be made through the use of available electronic technologies for the mutual benefit of the parties; NOW THEREFORE, the parties hereto, intending to be legally bound, in consideration of the mutual covenants and agreements contained herein, agree as follows: FedEx Services will make payments to Vendor in accordance with this Agreement, using the information provided by Vendor, and any other terms the parties may agree to in writing from time to time. All payments shall be due and payable within ____ days after receipt and approval of an accurate invoice, including the float on checks previously issued by FedEx Services to Vendor, which the parties agree is commercially reasonable. If such payment date falls on a non-banking day or a FedEx Services holiday, such payment shall be due on the next business day. Vendor specifically agrees to accept such sums due from FedEx Services (under any separate Agreement or purchase order) via EFT to the institution ("Originating Bank") and account number which Vendor supplies to FedEx Services. Vendor may change such institution and account number from time to time but shall promptly (within not less than 30 days) notify FedEx Services. All payments pursuant to this Agreement shall be governed by, and be in accordance with, the National Automated Clearing House Association's Corporation Trade Payment Rules, as amended from time to time ("ACH Rules") and Article 4 of the Uniform Commercial Code ("UCC") as adopted in Tennessee and amended from time to time. Both the ACH Rules and UCC are incorporated herein by reference. Payment remittance information shall be sent by FedEx Services to Vendor in a mutually agreed upon format/method. Vendor shall indemnify and hold harmless FedEx Services, its employees, officer and directors from any loss arising from reason of error, mistake or fraud related to any incorrect payment information furnished to FedEx Corporate Services, Inc and all FedEx Affiliates by, or on behalf of Vendor and/or from any error, mistake, or negligence by the Originating Bank or Vendor. Nothing contained in this Agreement shall obligate FedEx Services to make any payments to Vendor via EFT and FedEx Services may cease making EFT payments to Vendor at any time. Vendor warrants and represents that it is a corporation, limited partnership, limited liability company or general partnership, and not a "consumer" as that term is defined in Regulation E of the Federal Reserve Board. This Agreement shall constitute the entire Agreement of the parties relating to the matter specified in the Agreement and supersede all prior representations or agreements, whether oral or written, with regard to such matter. This agreement may be amended only in writing by an authorized agent of each party. This agreement may be terminated at any time upon notice by either party, and in such event Vendor EFT payments will stop within a reasonable time of FedEx Services receiving notice. Whenever notice is to be served hereunder, service shall be made personally or by registered or certified mail, return receipt requested, postage prepaid. Notice shall be effective only upon receipt by the party being served.

All notices shall be sent to the address below: To: FedEx Services Disbursements 1790 Kirby Parkway Ste 400 Memphis, TN 38138 This Agreement shall be governed by and interpreted in accordance with the laws of the State of Tennessee.

IN WITNESS WHEREOF, the parties have signed this Agreement on the date first written above.

FedEx Corporate Services, Inc and all FedEx Affiliates

___________________________ By: _______


Title: ("FedEx Services")

Title: ("Vendor")


TRANSPORTATION BROKERAGE BROKER-CARRIER AGREEMENT This Agreement made as of the day of _______________________ , 20 , between

FedEx Truckload Brokerage, Inc. ("Broker") and ______________________________________, a corporation organized and existing under the laws of the State/Province and Country of ("Carrier"). RECITALS 1. Carrier desires to provide cargo transportation services related to Broker's cargo brokerage business, as more particularly set forth on Exhibit A to this Agreement (herein "Services"). 2. Broker desires to hire the Carrier on a non-exclusive, ad-hoc basis to perform the Services, all in accordance with the terms and subject to the conditions of this Agreement. In consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency of which is acknowledged, Carrier and Broker agrees as follows: Section 1. Transportation Services. (a) Broker in its sole discretion will direct cargo to Carrier from time to time for transportation by Carrier. Any Bill of Lading utilized shall be considered a pickup and delivery receipt only and, except for destination/consignee information, all terms or other conditions of freight carriage and matters related thereto shall be as set forth in this Agreement. Carrier shall not be required to furnish any specific number of vehicles or to haul any specific amount of cargo. Nothing in this Agreement shall preclude Broker from using the services of other Carriers. Carrier's service shall be provided at its own expense and under its entire control as an independent contractor to Broker. Broker does not control, or have the right to control the means, methods, day-to-day operations, or any issues regarding the specifics of driver conduct. Carrier will transport Broker tendered shipments without delay and immediately notify Broker of any likelihood of delay or of any incident or circumstance that will prevent or delay pick up or delivery to the customer. (b) Carrier shall provide serviceable equipment and trailers maintained in broom-clean, good and legal operating condition. Carrier shall at all times be responsible for and pay all costs and expenses necessary or incidental to the maintenance and operation of the equipment and vehicles, including the cost of fuel, supplies, labor, licenses, permits and tolls. Carrier shall have exclusive control and direction of the equipment and vehicles used in the performance of Services pursuant to this Agreement. Carrier shall devote its vehicle to the exclusive use of Broker. When applicable, Broker may request, in writing, less than truckload service. If less than truckload service is requested by Broker, then Carrier is authorized to commingle the freight arranged by Broker with Carrier's freight or freight tendered by third parties. Carrier warrants that it will not violate any applicable law, rule or regulations to meet freight transit or time guidelines requested by Broker. Carrier has the right to stop a load or refuse transit of any shipment tendered by Broker if the transportation of such shipment involves a violation of the law, safety rules, or regulations. (c) Carrier, at its sole cost and expense, shall procure and maintain all licenses and permits required by local, state or U.S. federal authorities, as well as Canadian and Mexican authorities, as applicable, for the performance of Services and shall file and maintain appropriate tariffs required by any applicable jurisdiction. Carrier shall comply with all applicable state, local and federal laws, ordinances, codes, rules and regulations in performing the Services, including without limitation those of the US Department of Transportation, the US Federal Motor Carrier Safety Administration and any applicable Canadian and Mexican laws, ordinances, codes, rules and regulations. A copy of Carrier's operating authority(s) is attached as Exhibit B.

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(d) Carrier's drivers shall be properly licensed and qualified for the operation of Carrier's vehicles and the performance of the Services. (e) Carrier agrees not to "double broker" any load tendered to Carrier, and Carrier shall cause all freight accepted by Carrier to be delivered by Carrier unless (i) prior written approval of Broker is secured or (ii) Carrier is a duly licensed property broker and enters into a separate broker-broker agreement with Broker. (f) Carrier will maintain a Satisfactory Safety Rating, or Canadian or Mexican equivalent, if any, at all times while performing services for Broker under this Agreement to the extent Carrier has been assigned a rating. Carrier will notify Broker immediately if it becomes aware that its Safety Rating has been assigned as or downgraded to Conditional or Unsatisfactory, and Carrier will not accept for transport any shipments from Broker if its Safety Rating is Unsatisfactory. Carrier shall indemnify and defend Broker, any shipper, and any third party from and against any cost, expense, fine, penalty, damage or claim for Carrier's failure to abide by the terms of this item (f). Carrier shall maintain a safety program for its drivers which can be reviewed by an independent organization at Broker's request. Broker shall also be advised of any certifications Carrier may have with ATA, TCA or other industry organizations. Carrier has the responsibility to maintain a file on all accidents/incidents that Broker can audit on a periodic basis in order to determine whether to continue to utilize Carrier. (g) Carrier hereby acknowledges that it possesses full and complete understanding and knowledge of the DOT's CSA 2010 program (including, but not necessarily limited to, driver violations and ranking criteria). Carrier, and any drivers of Carrier, shall at all times meet CSA 2010 safety standards sufficient to enable Carrier to (a) operate without DOT intervention or restriction; (b) obtain and maintain the insurance coverage required by this Agreement; and (c) be and remain competitive with similarly situated carriers with regard to quality of driver safety as measured under CSA 2010. Carrier further agrees to (i) immediately notify Broker in writing of receiving notification that Carrier has been deemed "unfit" or "marginal" in any area of their safety and compliance performance measured by the CSA 2010 program; and (ii) to reject and not otherwise accept the transport of any freight offered by Broker during such time as Carrier is deemed "unfit" or "marginal" in any area of its safety and compliance performance measured by the CSA 2010 program. (h) Carrier shall only provide services under this Agreement by using competent professional drivers who meet the minimum driver qualification standards of the DOT, including, but not limited to, familiarity and compliance with state and federal motor carrier safety regulations. Carrier shall not provide services under this Agreement when utilizing any driver found to be unsafe, unqualified, unfit, uninsurable, or marginal, pursuant to federal or state law or the criteria established by the DOT as part of the CSA 2010 program.

Section 2. Compensation. Broker will pay the Carrier for its performance of the Services in accordance with the rates set forth in each applicable Rate Confirmation Sheet, the form of which is attached hereto as Exhibit C. Carrier shall take such steps as are required by applicable law and any appropriate governmental authorities, commissions or bodies to ensure such rates are lawful. Carrier will invoice Broker upon completion of Carrier's performance of Services and each invoice will reference the applicable Rate Confirmation Sheet number assigned by Broker. Invoices will be due and payable within 15 days of their receipt by Broker, provided that such invoices are accompanied by (i) a complete original or copy of the bill of lading, (ii) a proof of delivery acceptable to Broker, and (iii) reference number(s) to the applicable Rate Confirmation Sheet(s).

Section 3. Term and Termination. The term of this Agreement shall commence on the date first above written, and continue thereafter until terminated by either party at any time without liability upon thirty (30) days' prior written notice to the other party. Such termination shall not release either party from any liability or obligation existing or accrued at or prior to the date of such termination.

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Section 4. Carrier's Indemnification. (a) Carrier shall indemnify, defend and hold harmless Broker and Broker's Customer(s), its officers, directors and employees from and against any and all claims, actions, losses, damages, expenses, judgments and costs (including reasonable attorneys' fees and costs) resulting from or arising out of Carrier's performance of the Services including any loss of, damage to or destruction of cargo, property and vehicles, or from the death or injury to any person, unless arising from grossly negligent or wrongful act(s) of Broker or Broker's Customer(s). The obligations of Carrier under this Section shall survive termination or expiration of this Agreement. (b) The Carrier shall pay any and all taxes, together with penalties, fines or interest thereon, imposed or levied by any federal, state or local taxing authority having jurisdiction over the operation, use, maintenance or ownership of the vehicles and the Carrier shall indemnify and hold harmless Broker from any and all taxes and contributions the payment of which is the responsibility of the Carrier. Section 5. Insurance. (a) During the term of this Agreement and any other time when the Carrier performs Services for Broker, the Carrier shall maintain a policy or policies of insurance with: (i) (ii) Cargo liability insurance with minimum limits of $100,000 per occurrence; Automobile liability insurance covering its owned, hired and non-owned automobiles with minimum limits of $1,000,000 combined single limit (CSL) per occurrence. If transportation services are provided hauling hazardous commodities which fall under 49 C.F.R. 1043.2(b)(2)(b), insurance must be maintained with minimum limits as designated mandatory by the D.O.T. (Hazardous Materials Certificate of Registration must also be attached as Exhibit E); Comprehensive General Liability Coverage, including bodily injury and property damage, contractual liability and personal injury liability coverage in an amount not less than One Million Dollars) ($1,000,000) combined single limit; for each occurrence; Worker's Compensation insurance in such amounts as required by applicable statutes and Employer's Liability insurance with minimum limits of $100,000 per occurrence.



(b) The policies described in the immediately preceding subsections (ii) ­ (iii) shall name Broker as an additional insured. (c) Such policies shall be insured by an underwriter carrying a minimum A.M. Best's rating of B+, VII, and shall provide that the policies may not be cancelled or be materially changed without 30 days prior written notice to Broker. Carrier shall provide certificates of Insurance evidencing the above coverage upon execution of this agreement, at each policy renewal, and at such other times as Broker may request. Such certificates shall be attached as Exhibit D. (d) Carrier represents and warrants that there are no exclusions in the insurance policy that would preclude coverage for the types of freight that it will accept from Broker for transport.

Section 6. Claims and Liability Standards. (a) Carrier shall assume all risk of loss and liability in the transportation of any goods for Broker from the time of Carrier's receipt of such goods from Broker or Broker's customer until proper delivery of the same has been made. All claims will be filed and resolved in accordance with the provisions of 49 CFR Part 370, including Ex Parte No. 263. All liability standards and burdens of proof will be governed by the common law applicable to common carriers and by the provisions of 49 U.S.C. 14706 (the Carmack Amendment).

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(b) Carrier will be liable for the lesser of repair or replacement cost of the damaged cargo. Any such loss shall be calculated on the destination market value, and not on the "depreciated value" of the goods lost or damaged. No other measures of valuation may be used. (c) If it is not possible to determine the actual value of the cargo which was lost or damaged, the value of such cargo will be stipulated between the parties as ten ($10.00) dollars per pound, per damaged item. (d) Neither Broker or Carrier shall be liable to the other or to any third party for any special, incidental or consequential damages of any nature whatsoever or howsoever caused, or claims for diminished value, even if it was known or suspected that such damages might, could or would be incurred, arising out of the Carrier's failure to deliver cargo/shipments in conformity with any agreed pickup and/or delivery time. (e) Except as may be excused under Section 6(f), Carrier agrees that upon acceptance of each shipment from Broker that Carrier shall provide Broker with a designated delivery time and shall use its best efforts to ensure delivery at such designated delivery time, all of which will be particularly written on the applicable Rate Confirmation Sheet(s). (f) Carrier shall be excused from its obligations set forth in Section 6(e) for failure in performance resulting from acts or events beyond the reasonable control Carrier. Under this Agreement, such acts shall include, but not be limited to, acts of God, civil or military authority, court order, riot, hostilities between nations, civil disturbance, flood, war, strikes, walkouts, fires, other catastrophes, or other "Force Majeure" events beyond the parties' reasonable control; provided, however, that the parties shall make all reasonable efforts to meet their obligations during the duration of the Force Majeure condition; and the party declaring Force Majeure shall immediately notify the other party on the date when the Force Majeure condition begins, the nature of the Force Majeure condition and when such condition is terminated. However, during any such suspension, Broker shall have the right to have a third party perform Services in substitution for Carrier. (g) Carrier shall not withhold delivery of any freight due to any dispute with Broker regarding cargo claims, freight charges or otherwise. Carrier waives and releases all liens which it might otherwise have to any freight in its possession. (h) Carrier agrees that Broker has the exclusive right to handle all billing of freight charges to the customer for transportation services provided herein, and, as such, Carrier agrees to refrain from all collection efforts against the shipper, receiver, consignor, consignee, the freight, or the customer. Section 7. Independent Contractor Relationship. The parties intend that an independent contractor relationship will be created by this Agreement, and there is no labor relationship between the parties and/or between the parties and the employees or representatives of the other party. Broker is interested only in the results of Carrier's work and shall not exercise any control over the conduct or supervision of the work or the means of Carrier's performance. Each Broker and Carrier shall have full responsibility for the payment of all applicable state and local taxes and contributions, including penalties and interest, imposed pursuant to unemployment insurance, social security, income tax, workers' compensation or any other similar statute for their respective operations. Section 8. Miscellaneous. (a) No consent or waiver, express or implied, by either party to or of any breach of default by the other party in the performance of any of its obligations shall be deemed or construed to be a consent or waiver to or of any other breach or default by such party. Failure on the part of either party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of how long such failure continues, shall not constitute a waiver of the rights of such party. (b) In the event of any conflict between any term or provision of this Agreement and any term or provision in any Exhibit, the term or provision of this Agreement shall govern to the extent of the conflict. Without limiting the generality of the foregoing, the terms and conditions of this Agreement shall prevail in all

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respects to any term or condition contained in the Bill of Lading and any such Bill of Lading shall be effective only for a pick-up and delivery receipt. (c) All Exhibits described in this Agreement shall be deemed to be incorporated and made a part of this Agreement. (d) This Agreement shall not be assigned, delegated or transferred in whole or in part by either party, nor shall either party assign any monies due or to become due to it pursuant to this Agreement without the prior written consent of the other party. (e) This Agreement is entered into in Ohio, U.S.A., and shall be governed by and construed according to the laws of Ohio. The parties submit to the exclusive jurisdiction of the appropriate court within the State of Ohio for the adjudication of any dispute which may arise hereunder. (f) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. (g) Section headings contained in this Agreement are for each of reference only and shall not affect the interpretation or meaning of this Agreement. (h) This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, administrators, successors, assigns and legal representatives. (i) If any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but it shall be construed as if such invalid, illegal or unenforceable provision had never been contained in it. (j) All notices requests, consents, approvals and other communications required in this Agreement shall be in writing and shall be deemed to have duly given if hand-delivered, sent by FedEx priority service or sent by U.S. certified or registered mail, return receipt requested, to the following addresses: If to Broker: FedEx Truckload Brokerage, Inc. 1475 Boettler Road Uniontown, Ohio 44685 Attn: Senior Manager FedEx Truckload Brokerage, Inc. 1475 Boettler Road Uniontown, Ohio 44685 Attn: Legal Department

With a copy to:

If to the Carrier: Attn:

(k) This Agreement, together with any Exhibits, constitutes the entire Agreement between the Carrier and Broker and supersedes all prior written or oral agreements, understanding, representations, negotiations and correspondence between them. This Agreement shall not be supplemented, amended or

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modified by any course of dealing, course of performance or usage of trade and may only be supplemented, amended or modified by a written instrument duly executed by officers or both parties. Section 9. Disclosure of Information. Carrier acknowledges that certain of Broker's valuable, confidential and proprietary information may come into Carrier's possession. Accordingly, Carrier agrees that all such information furnished to Carrier by Broker shall remain the exclusive property of Broker, and agrees to hold all information it obtains from or about Broker in strictest confidence, not to use such information other than for the performance of the Services, and to cause any of its employees or subcontractors to whom such information is transmitted to be bound to the same obligation of confidentiality to which Carrier is bound. Carrier shall not communicate Broker's information in any form to any third party without Broker's prior written consent. In the event of any violation of this provision, Broker shall be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising out of such violation, which remedy shall be in addition to any other rights or remedies to which Broker may be entitled. Section 10. Competition. Carrier agrees that it will not directly or indirectly contact, communicate with or deal with any account referred to it by Broker for a period of one (1) year following the date of the initial referral or the date service is last performed for such account under the terms of this agreement, whichever is later. The parties agree that the provisions of this paragraph are intended to prohibit Carrier from soliciting any of Broker's accounts. In the event that Carrier breaches this provision, Carrier shall be liable to Broker for a commission in the amount of twenty percent (20%) of the gross revenue per load on any freight so transported by Carrier for any of Broker's accounts together with interest at the rate of ten (10%) percent per annum and all costs and reasonable legal fees in the event legal proceedings are necessary to collect said amounts. This commission is payable during the period in which this Agreement remains in force for a period of one (1) year after the termination of this Agreement by either party. The provisions of this item are applicable to Carrier, its officers, directors, shareholders, employees, agents, drivers, owner-operators, subsidiaries and affiliates.

Section 11. Use of English Language. Broker and Carrier declare that they have required that this Agreement and its Terms and Conditions and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu'ils exigent que cette entente et tous les documents y afférents, soit pour le présent ou l'avenir, soient rédigés en langue anglaise seulement.

IN WITNESS WHEREOF, the parties have made and executed this Agreement as of the day and year first above written. FEDEX TRUCKLOAD BROKERAGE, INC. By:_____________________________ Title:___________________________ ("Broker") By: Title: ("Carrier")

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Exhibit A to that certain Transportation Agreement between FedEx Truckload Brokerage, Inc. ("Broker") and ("Carrier")


Broker will contact the Carrier with pickup location, mileage, billing particulars and response time needed for each particular dispatch, as evidenced by a completed Broker Rate Confirmation Sheet. The Carrier will acknowledge availability of the equipment and approve the response time needed within fifteen (15) minutes of initial contact. Carrier will call Broker with load information, this will include arrival time and departure time from pick-up location, pieces and weight of shipment(s) and any and all part numbers if required, all as contained in a completed Rate Confirmation Sheet. The Carrier will also furnish Broker with unit numbers. Carrier will utilize only those trucks which provide continuous, real time communication. Carrier will report to Broker with the delivery information including time arrived, time unloaded and the receiving person's name who signed for the shipment, along with any notations of loss or damage. Carrier will bill Broker for the run, this billing will include (i) the applicable pro number/Rate Confirmation Sheet assigned by Broker, (ii) complete original or copy of the bills of lading, (iii) proof of delivery, and (iv) any other shipper's documents. No billing will be accepted after ninety (90) days from the date of shipment. Operating procedures will include, but are not limited to, notification of any and all en route delays and/or problems, delays in loading or unloading and damage to the freight. Carrier will provide updates to Broker when (i) upon arrival at Shipper's location; (ii) when loaded with cargo yet prior to departing shipper's location; (iii) while en route, at least every four (4) hours; (iv) upon arrival at consignee's location; and, (v) with proof of freight delivery. Carrier driver must immediately advise Broker of any incidents or accidents which result in damage to property or personal injury that occurs while performing services related to any shipment tendered by Broker. Carrier shall be responsible for ensuring that their drivers are aware of the capacities, capabilities and limitations of the vehicles and equipment they are operating.


3. 4.




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Exhibit B to that certain Transportation Agreement between FedEx Truckload Brokerage, Inc. ("Broker") and ("Carrier")

CARRIER'S OPERATING AUTHORITY (ATTACHED) Please include U.S. as well as any Canadian and Mexican Operating Authority held as well as any other registrations such as C-TPAT and FAST.

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Exhibit C to that certain Transportation Agreement between FedEx Truckload Brokerage, Inc. ("Broker") and ("Carrier") RATE CONFIRMATION SHEET (EXAMPLE BELOW)

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Exhibit D to that certain Transportation Agreement between FedEx Truckload Brokerage, Inc. ("Broker") and ("Carrier")


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Exhibit E to that certain Transportation Agreement between FedEx Truckload Brokerage, Inc. ("Broker") and ("Carrier")


Carrier must equip each of its vehicles/drivers with an Emergency Response Guidebook in satisfaction of the requirements in CFR 49 and /or implement a program whereby Carrier requires each shipper to provide a Material Safety Data Sheet containing information as described in CFR Section 172.602.

FedEx Truckload Brokerage Broker-Carrier 100,000 Master Agreement Final 4-30-2010.doc

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