Broker / Carrier Agreement

Broker is a freight broker which arranges for third party motor carriers to provide cargo transportation for its customers, in accordance with its role as legally defined under 49 U.S.C. § 13102 Definitions (2), 49 C.F.R. §371.2 and 49 U.S.C. § 14501(c)(1).

1. Carrier represents and warrants that it is duly and legally qualified in accordance with all federal, state, provincial, territorial, and local laws, statutes, regulations, rules, and ordinances (collectively, “Applicable Law”) to provide, as a contract carrier, the transportation services contemplated herein. Carrier further represents and warrants that it does not have an unsatisfactory or unfit safety rating issued by any regulatory authority with jurisdiction over Carrier's operations, including, but not limited to, the Federal Motor Carrier Safety Administration (“FMCSA”) of the U.S. Department of Transportation (“DOT”). Carrier further agrees to comply with all Applicable Law in the performance of its services under this Agreement. In the event that Carrier receives an unsatisfactory or unfit safety rating, is notified that it may receive an unsatisfactory or unfit safety rating, fails to maintain insurance required hereunder, is notified that such insurance may become ineffective or is otherwise prohibited by Applicable Law from performing services hereunder, Carrier shall immediately notify Broker of such fact and shall not carry any loads or goods tendered to Carrier by Broker until such prohibition on operations is removed. Carrier shall be solely responsible for its day-to-day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit.

2. Carrier will maintain effective driver screening, training, qualification and monitoring procedures and will provide Broker with information about these procedures upon request. Carrier will cause its drivers and other Carrier Representatives to operate their vehicles and equipment in a proper and lawful manner and to maintain equipment used to provide the transportation services in good, safe, sanitary, disinfected and lawful operating condition at all times. Carrier agrees that for each load or shipment, the driver for the load will have enough available hours of service to pick up and complete delivery of the tendered load within time frames dictated by Broker and/or its customer(s) without violating the Federal Motor Carrier Safety Administration (FMCSA) hours of service regulations contained in 49 CFR.

3. Carrier acknowledges and agrees that, pursuant to applicable FMCSA regulations, all commercial motor vehicle drivers operating within the United States must possess sufficient proficiency in the English language, including but not limited to: (i) communicate effectively with the general public; (ii) comprehend and respond to official inquiries; (iii) read and understand highway traffic signs and signals; and (iv) complete all reports and records required under federal regulations. FMCSA inspectors will implement a two-stage evaluation process to assess a driver’s English language proficiency when concerns regarding comprehension arise. Carrier represents and warrants that all drivers it assigns to perform transportation services under this Agreement satisfy these language proficiency requirements.

4. Carrier shall be solely responsible for compliance with all provisions of Applicable Law regarding air quality and environmental standards including, but not limited to, those of the California Air Resources Board (“CARB”). By entering into this Agreement, Carrier acknowledges and agrees that it is aware of applicable CARB regulations, including the Truck and Bus Regulation (“TBR”) at 13 C.C.R. § 2025, the Drayage Truck Regulation (“DTR”) at 13 C.C.R. § 2027, the regulation on Transportation Refrigeration Units (“TRU”) at 13 C.C.R. § 2477 et. Seq.., and the Tractor Trailer Greenhouse Gas (“GHG”) regulation at 17 C.C.R. § 95300 et. Seq., and has adopted policies and procedures to ensure compliance with such regulations, as they may be revised, adopted, and amended from time to time. Carrier shall only dispatch and operate compliant vehicles (including vehicles with compliant TRUs) and shall maintain shipment specific records evidencing such compliance, which records shall be provided to Broker upon request. Without limiting the foregoing, if Carrier operates TRUs in California under this Agreement, it shall ensure all such units are registered with the CARB’s Equipment Registration system (“ARBER”).

5. Carrier further acknowledges and agrees that, when performing cross-border transportation services between the United States and Canada, it shall: (i) maintain active registration with the FMCSA, including a valid USDOT number and, if applicable, a Motor Carrier (“MC”) number authorizing international operations; (ii) possess a valid Carrier Code issued by the Canada Border Services Agency (“CBSA”); (iii) if domiciled in Canada, maintain an active National Safety Code (“NSC”) number issued by the competent provincial authority; and (iv) comply with all applicable CBSA pre-arrival requirements, including ACI eManifest submissions.

6. If Carrier performs transportation services that originate, transit, or terminate in Mexico, Carrier shall comply with all Applicable Law in Mexico, including but not limited to the Miscellaneous Tax Resolution for 2022 (as amended), requiring issuance of a Revenue type invoice (CFDI de tipo Ingreso) and a supplement to the bill of lading (Complemento Carta Porte). Carrier agrees to deliver a copy of the BOL Supplement to Broker prior to scheduled pick up. Carrier shall indemnify and hold harmless Broker and its Customers from any fines, penalties, unit or cargo confiscations, or damages arising from Carrier’s noncompliance with these obligations.

7. Broker shall engage only carriers that maintain active operating authority and insurance coverage as required by applicable law and this Agreement. Broker reserves the right to verify Carrier’s status with FMCSA, CBSA, and provincial NSC databases prior to tendering any load.

1. Carrier will perform its Transportation Services for Broker and its Customers as an independent contractor and will not for any purpose be the agent of Broker or Broker’s Customers. Carrier has exclusive control and direction of the work Carrier performs pursuant to this Agreement. Carrier will not contract or take other action in Broker’s name without Broker’s prior written consent.

2. Carrier agrees to assume full responsibility for the payment of all local, state, federal and provincial payroll taxes, and contributions or taxes for unemployment insurance, worker’s compensation insurance, pensions, and other social security or related protection with respect to the persons engaged by Carrier for Carrier’s performance of the transportation and related services, and Carrier shall indemnify, defend and hold Broker, and its Customer harmless therefrom. Carrier shall provide Broker, with Carrier’s Federal Tax ID number and a copy of Carrier’s IRS Form W-9 prior to commencing any transportation or related services for Broker, under this Agreement.

1. Carrier will not assert any lien or make any claim on any cargo or equipment, and no lien will attach against Broker, its Customers or any cargo or equipment, for failure of Broker, the Customer or any other third party to pay Carrier for charges due to Carrier. Carrier is relying upon the general credit of Broker and hereby waives and releases all liens which Carrier might otherwise have to any goods of Broker or its Customer in the possession or control of Carrier. Carrier or its employees or affiliates shall not deliberately hold any shipment or cargo hostage for any reason including, but not limited to, attempting to secure payment of, or an attempt to increase charges to be paid to, Carrier under this Agreement. If Carrier holds any shipment or cargo hostage and Carrier fails to make a timely delivery as set by the Carrier/Broker’s Rate Confirmation, Carrier agrees to pay ten thousand ($10,000) dollars per occurrence in liquidated damages. Carrier agrees and acknowledges that such liquidated damages are reasonable as the actual damages resulting from Carrier’s breach of this provision, including loss of goodwill and reputational harm, from Broker’s customers are difficult if not impossible to estimate, and the parties agree that this amount is a reasonable approximation of the damages that are likely to occur as a result of a breach of this provision.

   In addition to the foregoing, in the event Carrier holds a load hostage, Carrier waives any and all right to payment for the transportation of the hostage shipment. Carrier further agrees it shall be liable for consequential and special damages arising from or related to the hostage load and shall further hold harmless and indemnify Broker and its customer from any and all loss, liability, damage, claim, fine, or cost or expense, including reasonable attorneys’ fees arising out of or in any related to Carrier’s act of holding the shipment hostage. For the removal of any doubt, any refusal by Carrier to deliver cargo in an attempt to modify the terms of the parties’ agreement or the freight rate stated on the applicable Rate Confirmation shall constitute holding the cargo hostage and be breach of this provision. Any purported modification or agreement made in response to a hostage situation shall be void, having been made under duress.

2. If Carrier misses a delivery or pick-up appointment as stated on the Rate Confirmation, Carrier shall have no rights to additional compensation, no rights to bring the load or shipment back to the shipper or redeliver to another warehouse, or any other remedy besides redelivery at the updated appointment time as noted on an updated Rate Confirmation or as may otherwise directed by Broker.

Carrier and Broker expressly waive any and all rights and remedies allowed under Part B of Subtitle IV to Title 49 of the U.S. Code as allowed by 49 U.S.C. § 14101 to the extent that such rights and remedies conflict with this Agreement. Failure of Broker to insist upon Carrier’s performance under this Agreement or to exercise any right or privilege arising hereunder shall not be a waiver of any Broker’s rights or privileges herein.

Carrier expressly agrees that all freight tendered to it by Broker shall be transported on equipment operated only under the authority of Carrier, and that Carrier shall not in any manner sub-contract, broker, or in any other form arrange for the freight to be transported by a third party without the prior written consent of Broker. If Carrier breaches this provision, and Carrier sub-contracts, brokers, or otherwise arranges for freight to be transported by any third party, in addition to any other rights and remedies available to Broker, Broker shall be relieved of any and all payment obligations to Carrier with respect to such a load, and Carrier agrees that it shall be solely responsible for paying the subcontracted carrier it hired and hereby waives any and all rights it may have to collect from Broker, the shipper or the receiver in such an event. Carrier will be liable for consequential damages for violation of this clause of the agreement.

In the event of delay in transportation of Shipper’s freight, Carrier shall immediately notify Broker and give an estimate of the anticipated delay. Broker may, in its sole discretion, by any means necessary, repower, at Carrier’s sole expense, the freight to prevent or minimize such delay. This shall include, but not be limited to, power only options to take the trailer to the consignee, and transloading and redelivery on a new carrier to ensure on time delivery at the carrier’s expense. In the event Carrier does not release their trailer or freight, the load will be deemed as being held hostage. The Carrier shall have the right to repower it with their own equipment to prevent delay of original appointment times.

Carrier shall transport shipments arranged by Broker pursuant to carrier rate confirmation sheet(s) or subsequently incorporated by reference. The act of a verbal confirmation of accepting the load constitutes an accepted load even without receipt of the rate confirmation unless Broker otherwise states the load has been cancelled, or Broker’s compliance was unable to approve Carrier’s set up. Another dispatcher, driver or any other party affiliated with Carrier booking the same truck shall not be deemed a valid reason for cancellation.

1. Payment Obligation

   Broker shall pay Carrier for services rendered in an amount equal to the rates and accessorial charges agreed to on the rate confirmation sheet or other signed writing. All payments shall be made electronically, via ACH transfer. Carrier must submit proof of delivery with invoices to Broker as a precondition of payment for services hereunder. Payment terms shall be thirty (30) days from receipt of necessary supporting documentation.

   Reasonable compensation for any accessorial that is not pre-negotiated pursuant to a rate confirmation sheet or other signed writing shall be determined by Broker in its sole discretion. Carrier must notify Broker of any accessorial or additional charge no later than 3 (three) calendar days following the delivery of the shipment. Carrier shall provide supporting documentation for such charges. After the 5th (fifth) calendar day, Carrier will be unable to upload any accessorial charges to Broker's system.

2. For Carriers domiciled in Canada, payments shall be made exclusively via wire transfer. ACH transfers or physical checks are not available payment methods for Canadian Carriers.

3. Carrier may elect to participate in Broker’s QuickPay Program, under which Carrier shall receive payment electronically within 2 (two) business days of Broker’s receipt of all required supporting documentation for a properly issued invoice, including but not limited to, the signed proof of delivery, bill of lading, and any additional documentation reasonably requested by Broker.

   Participation in the QuickPay Program shall apply at the Carrier entity level and not on a per-invoice basis. By enrolling in the QuickPay Program, Carrier agrees to a 3% (three percent) discount on the gross invoice amount for each load paid under this expedited process.

   Carrier acknowledges and agrees that such discount constitutes full and final payment for the applicable services and waives any right to claim the discounted amount from Broker or the shipper. Broker may discontinue or modify the QuickPay Program at any time upon written notice to Carrier.

4. No recourse against Shipper of Receiver

   Carrier agrees that Broker is the sole party responsible for payment of Carrier’s invoices and that, under no circumstance, will Carrier seek payment from other parties, to include the shipper or consignee. Carrier hereby waives any and all claims, causes of action, and demands of any kind whatsoever against the shipper and receiver of any and all shipments it transports pursuant to this agreement and expressly acknowledges that its sole recourse for freight charges will be against Broker and pursuant to the terms of this Agreement.

   Carrier further acknowledges and agrees that it is solely and exclusively responsible for ensuring the accuracy, completeness, and validity of the bank account information it provides to Broker, either directly or through any third party acting on its behalf. Broker shall bear no liability once payment has been initiated to the account details supplied by Carrier. Carrier agrees to indemnify, defend, and hold harmless Broker from and against any and all losses, claims, liabilities, chargebacks, or payment delays arising from inaccurate, incomplete, fraudulent, or outdated bank account information provided to Broker.

5. Additional Service

   If a facility requests Carrier to perform driver-assist or any other activity in which Carrier reasonably expects to be compensated that is not provided for on the rate confirmation sheet, Carrier must contact Broker prior to performing any such services. Carrier shall not receive and Broker will have no obligation to pay any additional compensation for performing additional services not otherwise provided for on the rate confirmation sheet or otherwise agreed to, in writing, with Broker.

6. Load Details and Shipment Weight

   Carrier agrees that load details are estimates provided by customer to Broker. Specifically, weights are estimates and Carrier is being contracted by Broker for the full legal gross weight of the equipment unless the Rate Confirmation specifically states it is a partial or LTL shipment. Carrier shall have no right to additional compensation based on the weight of the shipment when contracted for full truckload shipment. It is the driver’s responsibility to ensure they are loaded with legal weight by scaling at the nearest truck scale to the shipping location. In the event of an overweight load, Carrier shall immediately provide Broker with overweight scale ticket and light ticket, and Broker shall pay $50 stop off fee to go back to the shipper to be re-worked to legal weight.

7. Carrier shall notify Broker in writing if it assigns, factors, or otherwise grants a security interest in its right to receive payment under this Agreement. Such notice must include complete and updated payment instructions (a “Notice of Release”). Broker’s payment made in good faith and in accordance with a valid Notice of Release shall be deemed full satisfaction of Broker’s payment obligations to Carrier with respect to the invoiced amounts identified therein. Carrier agrees that any such assignment, factoring, or security interest shall not limit or impair Broker’s right to offset or deduct any amounts owed by Carrier to Broker under this Agreement, including but not limited to claims, chargebacks, or liabilities.

   Carrier acknowledges and agrees that Broker shall have no further liability or responsibility for the disposition of funds once payment has been issued in accordance with the most recent payment instructions provided by Carrier, whether such instructions were delivered directly or through a third party acting on Carrier’s behalf. Carrier shall be solely responsible for ensuring the accuracy, validity, and completeness of such payment information. Carrier shall indemnify, defend, and hold Broker harmless from any and all losses, claims, liabilities, or disputes arising out of misdirected payments, inaccurate or outdated banking details, factoring arrangements, or invalid Notices of Release, including but not limited to any conflicting claims between Carrier and third parties.

Carrier agrees that failure by it or its driver to provide timely, accurate, and verifiable location updates shall constitute a material breach of this Agreement. In such cases, Broker may, in its sole discretion, reasonably determine that Carrier is engaging in prohibited conduct under this Agreement, including but not limited to double brokering, unauthorized rail movement, or shipment consolidation. Illustrative examples of such failures include, but are not limited to: refusal to activate or accept Macropoint or other approved tracking systems; failure to respond to Broker’s communication attempts; provision of false, incomplete, or inconsistent status updates; inability or unwillingness to produce location verification upon request; and repeated noncompliance with agreed pick-up or delivery windows.

Carrier shall also provide Broker with all driver and equipment identification details no less than twelve (12) hours prior to scheduled pick-up. This includes, at a minimum: the driver’s full name, driver’s license number, mobile phone number, and the license plate numbers for both tractor and trailer units. Carrier acknowledges that failure to submit this information in a timely and accurate manner may disrupt tracking functionality, impair shipment visibility, and negatively impact Broker’s ability to execute contingency measures, all of which may result in operational and financial consequences for which Carrier may be held responsible.

10.1. Authorized Communications and Fraud Prevention. Authorized Communication Channels. Carrier acknowledges and agrees that all legitimate communications from Broker, including but not limited to load instructions, routing directions, delivery modifications, rate confirmations, and dispatch updates, shall originate exclusively from email addresses ending in @nuvocargo.com or from Broker’s designated transportation management system (collectively, “Authorized Channels”). Authorized Channels also include text (SMS) messages sent from Broker's designated SMS number(s), which Broker shall disclose to Carrier in writing.

Broker shall notify Carrier in writing of any changes to its Authorized Channels. Carrier shall not act upon, rely on, or comply with any instructions purporting to originate from Broker that are received from any source other than an Authorized Channel without first independently verifying such instructions directly with Broker through a confirmed Authorized Channel.

10.2. Duty to Verify and Report. In the event Carrier or any of its employees, agents, drivers, dispatchers, or subcontractors (collectively, "Carrier Personnel") receives any communication that: (a) purports to originate from Broker but is received from a source other than an Authorized Channel, including but not limited to an email address or telephone number that resembles but does not exactly match an Authorized Channel; (b) requests a deviation from the pickup, delivery, or routing instructions set forth in the applicable Rate Confirmation; (c) requests delivery to a location or consignee not identified in the applicable Rate Confirmation; (d) requests a change to payment, remittance, or banking instructions; (e) if received via text (SMS), requests anything other than the operational updates described in Section 10.5; or (f) otherwise appears suspicious, anomalous, or inconsistent with prior dealings between the parties, Carrier shall immediately: (i) refrain from acting on such communication; (ii) notify Broker's operations team via an Authorized Channel; and (iii) continue to comply with the original instructions set forth in the applicable Rate Confirmation until Broker provides verified, updated instructions through an Authorized Channel.

10.3. Carrier’s Liability for Non-Compliance. Any loss, damage, theft, misdelivery, or diversion of cargo resulting in whole or in part from Carrier’s or any Carrier Personnel’s failure to comply with this Section 10 shall be deemed to have occurred while the cargo was under Carrier’s exclusive care, custody, and control, and Carrier shall bear full liability therefor under Section 15 (Carrier’s Cargo Liability) and Section 13 (Indemnification) of this Agreement. Carrier’s compliance or non-compliance with communications received from unauthorized sources shall not constitute a defense to, or limitation of, Carrier’s liability under the Carmack Amendment (49 U.S.C. § 14706) or under any other provision of this Agreement.

10.4. Carrier’s Internal Controls. Carrier represents and warrants that it shall implement and maintain reasonable internal controls and training procedures to ensure that all Carrier Personnel are aware of and comply with this Section 10. Such controls shall include, at a minimum: (a) training all drivers and dispatchers to recognize the Authorized Channels; (b) establishing an internal protocol for escalating and verifying any suspicious or unrecognized communication before acting upon it; and (c) maintaining records of any suspicious communications received and the steps taken in response thereto, which records shall be provided to Broker upon request.

10.5. SMS Consent. Carrier consents, on its own behalf and on behalf of its drivers and Carrier Personnel, to receive transactional and operational text (SMS) messages from Broker at the mobile phone number(s) provided to Broker under this Agreement, relating to pickup times, estimated times of arrival, empty/loaded status requests, GPS/tracking notifications, and proof-of-delivery requests. Carrier represents that it has obtained, or will obtain, the consent of its drivers and Carrier Personnel to receive such messages at the numbers provided. Message frequency will vary based on shipment activity, and message and data rates may apply. Carrier or any Carrier Personnel may opt out of this SMS program at any time by replying STOP (or CANCEL, END, QUIT, UNSUBSCRIBE, REVOKE, STOPALL) to any message, and may request assistance by replying HELP or INFO. Information collected in connection with this messaging program is handled as described in Broker's Privacy Policy, available at nuvocargo.com/policies.

Carrier agrees to provide any insurance coverages required by any government body for the types of transportation and related services specified in load confirmation communications received from Broker. All insurance required by this Agreement must be written by an insurance company having a Best’s rating of “A-” VII or better and must be authorized to do business under the laws of the state(s) or province(s) in which Carrier provides the transportation and related services as specified in load confirmation communications received from Broker. Carrier represents and warrants that it will continuously fulfill the requirements of this Section throughout the duration of this Agreement. Broker shall be notified in writing by Carrier’s insurance company at least thirty (30) days prior to the cancellation, change or non-renewal of the submitted insurance policies.

1. Carrier shall, at all times during the term of this Agreement and at its sole expense, maintain in full force and effect the following minimum insurance coverages: (i) Motor Truck Cargo Insurance or a superior equivalent, with limits for the full invoice value of the cargo under carriage, subject to a minimum limit of not less than USD $100,000 per shipment, and with a deductible not exceeding USD $10,000 per shipment, including while such cargo is in storage or held temporarily at a facility en route to the consignee; (ii) Commercial Automobile Liability Insurance with a combined single limit of not less than USD $1,000,000 per occurrence and no aggregate limit; (iii) Commercial General Liability Insurance with a limit of not less than USD $1,000,000 per occurrence; (iv) Worker’s Compensation Insurance as required by statute in the jurisdiction of employment; and (v) Employer’s Liability Insurance with a minimum limit of USD $500,000 per occurrence.

   If Carrier provides transportation services involving hazardous materials as defined by the U.S. Department of Transportation (DOT), Carrier shall also maintain all additional coverages required under 49 C.F.R. §§ 387.7 and 387.9, including but not limited to MCS-90 and Broadened Pollution Liability endorsements for the full limits required by law. Prior to commencing any transportation services under this Agreement, Carrier shall name Broker as a certificate holder on all required policies and shall cause its insurance carrier(s) to issue certificates of insurance evidencing the required coverages.

   For any transportation services involving cross-border movement between the United States and Canada, regardless of direction, Carrier shall ensure that all insurance policies required under this Section are valid and enforceable in both countries. Specifically, Carrier shall maintain: (i) Commercial Automobile Liability coverage with a limit of not less than USD $1,000,000 (or its equivalent in CAD, as applicable); (ii) Motor Truck Cargo Insurance of not less than USD $100,000 per occurrence (or its equivalent in CAD); and (iii) Workers’ Compensation coverage that satisfies statutory requirements in the jurisdiction where Carrier’s drivers are employed. All such policies shall meet or exceed the minimum standards imposed by the FMCSA and the relevant Canadian federal or provincial authorities.

2. This section shall only apply in the event Carrier provides Transportation Services that originate and terminate within the territory of Canada. Carrier shall be current in its remittances to the appropriate Worker's Compensation Board of the Carrier's province, shall provide a certificate issued by the appropriate Worker's Compensation Board of the Carrier's province certifying that the Carrier is not delinquent and is current in its remittances to that authority, and shall have such other insurance or higher coverage limits required by applicable Canadian national or provincial law or regulation. Insurance will meet or exceed the requirements of federal, state and/or Provincial regulatory bodies having jurisdiction over Carrier’s performances pursuant to this agreement.

3. If Carrier performs the services within the territory of Mexico, Carrier shall be liable in accordance with applicable laws and regulations, including the provisions of the Law of Roads, Bridges and Transport (Ley de Caminos, Puentes y Transporte) and shall be liable for any loss or damage to goods transported under this Agreement, up to an amount equivalent to the limit published on the relevant date by the competent authority in Mexico.

4. During this Contract’s term, the insurance policies required hereunder and any replacement policies will (i) insure the interests of Broker, (ii) cover all drivers, equipment and cargo used in providing transportation services and (iii) not contain any exclusions or restrictions as to designated premises or project, pertaining to unattended equipment or cargo, for unscheduled equipment, for unscheduled drivers or cargo, for fraud or infidelity, for tarp warranty, for wetness or dampness, for geographical location in the United States or Canada, for trailers unattached to the power unit, or for a particular radius of operation. All insurance policies required by this Agreement shall, as applicable, be primary and shall waive subrogation and contribution against Broker. Carrier shall furnish to Broker written certificates obtained from the insurance carrier showing that such insurance has been procured, is being properly maintained, the expiration date, and specifying that written notice of cancellation or modification of the policies shall be given to Broker at least thirty (30) days prior to such cancellation or modification. In addition, Broker shall be named as an additional insured on Carrier’s Commercial General Liabilities and Automobile Liability policies, and as a loss payee on the cargo policy as evidenced by an endorsement on the certificates of insurance. Upon request of Broker or its designated insurance consultant, Carrier shall provide Broker, Broker’s consultant, or customer with copies of the applicable insurance policies.

Each shipment hereunder shall be evidenced by a bill of lading acceptable to Broker naming Carrier as the transporting carrier. The fact that Broker is named as a “carrier” upon any applicable bill of lading shall not affect its status as a property broker. Upon delivery of each shipment made hereunder, Carrier shall obtain a receipt showing the kind and quantity of product delivered to the consignee of such shipment at the destination specified by Broker or the Customer, and Carrier shall cause such receipt to be signed by the consignee. The bill of lading is intended to act as a receipt only. Carrier’s failure to issue a bill of lading shall not affect its liability hereunder. Carrier shall notify Broker immediately of any exception made on the bill of lading or delivery receipt.

Carrier also agrees and acknowledge that it shall retain and provide to Broker, upon request, copies of all customs and border clearance documents related to each shipment, including eManifest confirmations, Entry Numbers, and Proof of Delivery (POD) confirming successful border release.

CARRIER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS BROKER, ITS AFFILIATES AND ITS CUSTOMERS (AS INTENDED THIRD PARTY BENEFICIARIES) FROM ANY AND AGAINST ALL LOSSES (as defined below) ARISING OUT OF OR IN CONNECTION WITH THE TRANSPORTATION SERVICES PROVIDED UNDER THIS CONTRACT, INCLUDING THE LOADING, UNLOADING, HANDLING, TRANSPORTATION, POSSESSION, CUSTODY, DAMAGE OR LOSS OF CARGO OR EQUIPMENT OR PERFORMANCE OF THIS CONTRACT (INCLUDING BREACH HEREOF) BY CARRIER OR ANY CARRIER REPRESENTATIVE. CARRIER’S OBLIGATION TO INDEMNIFY AND DEFEND SHALL NOT BE AFFECTED BY ALLEGED NEGLIGENCE OR WILLFUL MISCONDUCT OF BROKER, ITS AFFILIATES OR CUSTOMERS. IT IS THE INTENT OF THE PARTIES THAT THIS PROVISION BE CONSTRUED TO PROVIDE INDEMNIFICATION TO BROKER, ITS AFFILIATES AND CUSTOMERS TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF THIS PROVISION IS FOUND IN ANY WAY TO BE OVERBROAD, IT IS THE PARTIES INTENT THAT THIS PROVISION BE ENFORCED TO ALLOW INDEMNIFICATION TO THE MAXIMUM EXTENT PERMISSIBLE. “Losses” mean any and all losses, liabilities, obligations, personal injury, bodily injury, property damage, loss or theft of property, damages, penalties, actions, causes of action, claims, suits, demands, costs and expenses of any nature whatsoever, including reasonable attorneys’ and paralegals’ fees and other costs of defense, investigation and settlement, costs of containment, cleanup and remediation of spills, releases or other environmental contamination and costs of enforcement of indemnity obligations.

Carrier expressly agrees and acknowledges that it shall be liable for all consequential and special damages arising from or related to any breach of this Agreement including, but not limited to Broker’s attorneys’ fees expended related to or arising out of Carrier’s performance or nonperformance of this Agreement.

1. Carrier shall have the sole and exclusive care, custody and control of the cargo tendered hereunder from the time it is tendered for transportation until delivery to the consignee accompanied by the appropriate receipts. Carrier shall notify Broker immediately in the event any such cargo is lost (including stolen), damaged or destroyed, or in the event Carrier becomes aware that applicable delivery schedules will not be met. Carrier assumes the liability of a motor carrier under the Carmack Amendment as currently codified at 49 U.S.C. § 14706 for loss, delay, damage to or destruction of any and all goods or property tendered for transportation pursuant to this Agreement.

2. Carrier shall be liable for the full invoice value of the cargo lost, damaged, delayed, or destroyed, as well as any additional costs or fees imposed upon Broker by the cargo claimant or any amounts paid by Broker to its customer related to any such loss, damage, delay or destruction.

3. Carrier waives any Applicable Law regarding processing of claims and handling of salvage, including, but not limited to, the provisions of 49 C.F.R. Part 370. Carrier shall pay to Broker or its customer, or allow Broker to deduct from any amount Broker owes Carrier, customer’s full actual loss for the kind and quantity of commodities so lost, delayed, damaged or destroyed. Payments by Carrier to Broker or its customer, pursuant to the provisions of this section, shall be made within thirty (30) days following receipt by Carrier of Broker’s or customer’s undisputed claim and supporting documentation. Carrier shall fully assist Broker in investigating any claim for cargo loss, damage, delay, or destruction. Carrier shall return all damaged shipments at its expense to the point of origin or to other points as instructed by Broker.

4. Carrier waives any right to salvage goods subject to this provision, as well as any right to claim an offset for the value of salvage and shall, at Broker’s reasonable request and direction, promptly return or dispose, at Carrier’s cost, any and all of Customer’s damaged and goods shipped by Carrier. Carrier shall not under any circumstance allow Customer’s goods to be sold or made available for sale or otherwise disposed of in any salvage markets, employee stores, or any other secondary outlets. In the event that damaged goods are returned to Customer and salvaged by Customer, Carrier shall receive a credit for the actual salvage value of such goods.

5. Exclusions from coverage contained in Carrier’s cargo insurance as required herein shall not affect Carrier’s liability for freight loss, damage, or delay. Without limiting Carrier’s contractual liability to Broker hereunder, Carrier acknowledges and agrees that Broker may, in its sole discretion, but is not required to, pursue claims for cargo loss and damage on behalf of its customer, and in such instances is not required to obtain an assignment of claim from its customer in order to pursue such a claim. Should Broker or its customer incur costs to collect amounts owed by Carrier pursuant to this article, in addition to any other amounts owed by Carrier hereunder, Carrier will be liable to reimburse any and all such costs including, but not limited to, reasonable attorney fees.

6. In the event that one of Carrier’s employees, agents, or subcontractors steals the cargo as a result of theft or fraud, Carrier agrees that its officers and directors shall be directly and personally liable for any harm caused to Broker or Broker’s customer.

7. Carrier agree and acknowledge that for any portion of transportation performed within Canada, the liability of Carrier shall be governed by the Uniform Conditions of Carriage as prescribed by the applicable provincial regulation, unless a higher standard of liability is required under this Agreement.

1. Carrier will comply with handling instructions provided by the shipper, consignor or consignee (including such instructions that may be passed through to Carrier by Broker) including, but not limited to, compliance with requirements related to transportation of temperature-controlled shipments. Without in any way limiting the generality of the foregoing, Carrier shall ensure that any shipments requiring controlled temperature transit are maintained at all times within required temperature ranges. If goods are tendered to Carrier and a reasonable person would understand that the goods require controlled temperature transportation, and Carrier has not been provided instructions regarding controlled temperature goods, Carrier shall request and obtain such instructions prior to loading the goods. If Carrier receives contradictory or confusing instructions regarding any shipment, Carrier must resolve the contradictory or confusing instructions prior to accepting the shipment for transport.

2. Carrier will verify that the equipment is suitable for the transportation of products for human or animal consumption, as applicable. With respect to transportation governed by regulations of the Food and Drug Administration (“FDA”) codified at 21 C.F.R. Part 1.900, and regardless of whether such FDA regulations apply to Carrier, Carrier shall be responsible for the safety and sufficiency of all items used in the transportation of the goods, including all vehicles and Transportation Equipment as defined in such regulations. Carrier is responsible for all sanitary conditions during transport. Carrier must confirm the vehicle and Transportation Equipment: (i) is in appropriate physical condition to transport the goods tendered; (ii) is dry, leak proof, free of harmful or offensive odor, free from pest infestation and free from evidence of prior cargo that could render the shipment unsafe; and (iii) shall never have been used to transport any waste (whether hazardous or not), refuse, garbage, rodenticide, pesticide, or insecticide.

3. With respect to cargo requiring controlled temperature transportation, Carrier shall abide by the following: (i) Carrier shall perform regularly scheduled maintenance on any refrigeration unit used to transport cargo pursuant to this Agreement in accordance with manufacturer recommendations, and shall maintain records of such maintenance; (ii) Carrier shall ensure all refrigeration units are sufficiently fueled; (iii) Carrier is responsible to ensure pre-cooling of all transportation equipment prior to pick-up; (iv) Carrier shall ensure that all trailers are equipped with functioning temperature monitoring devices capable of demonstrating that required temperatures were maintained during the entire period of transit; and (v) Carrier will only use refrigeration equipment capable of producing a downloadable report demonstrating that required temperatures were maintained throughout the entire period of transit, which reports will be maintained for at least three (3) years after delivery and provided to Broker or its customer upon request

4. Unless a shipment is loaded and sealed prior to arrival of Carrier personnel, the manner of loading and securing freight upon Equipment shall be the sole responsibility of Carrier. With respect to unsealed loads loaded prior to Carrier’s arrival, Carrier shall be obligated to inspect such loading prior to departing. Carrier represents that each driver utilized by it shall be competent to manage the loading and transportation of the goods subject to this Agreement.

5. Carrier shall secure shipments with a serialized seal. Carrier shall ensure that the serialized seal number appears on the bill of lading or other form of manifest or receipt. Carrier shall be solely responsible for maintaining seal integrity during transportation of the shipment. Except as is required by law enforcement personnel, under no circumstances shall Carrier or any of its personnel break any seal without the express consent of Broker. Carrier shall immediately notify Broker to report a missing or broken seal.

6. Carrier agrees that food that has been transported or offered for transport under conditions that are not in compliance with the load handling instructions, as provided to Carrier, including loads delivered with a broken, missing or unreadable seal, may be considered “adulterated” within the meaning of the Federal Food, Drug and Cosmetic Act, 21 U.S.C § 342(i), and its implementing regulations. Carrier understands and agrees that adulterated shipments may be refused by the consignee or receiver, upon their delivery, at destination and Carrier shall bear sole risk of rejection of cargo arising from or related to broken, missing or unreadable seals or failure to comply with load handling instructions.

This Contract will be construed, to the extent not pre-empted by applicable federal law, under the laws of the State of Illinois, without giving effect to any choice or conflict of law rules. Broker and Carrier waive all right to trial by jury in any action, suit or proceeding brought to enforce or defend any rights or remedies under this Contract. Each of the parties hereby irrevocably and unconditionally

(i) submits to the exclusive jurisdiction of any federal or state court sitting in Illinois in any suit, action or arising out of, connected with, related to, or incidental to the relationship established among them in connection with this Agreement and (ii) waives, to the fullest extent permitted by law, any objection to venue or any defense of inconvenient forum in connection with any such court; provided however that jurisdiction for disputes regarding claims brought by third parties requiring Carrier’s indemnification hereunder may be effected in the courts where such third party claims are filed. This written Agreement contains the entire agreement between the parties and may only be modified by signed written agreement.

Carrier acknowledges that in carrying out this Contract, it will learn proprietary information about Broker and its business, including its rates, services, personnel, computer systems, Customers, traffic volumes, origins and destinations, commodity types, shipment information and business practices (the “Information”). During this Contract’s term and for 12 months after its termination, Carrier will hold the Contract provisions and Information in confidence, restrict disclosure to those Carrier Representatives with a need to know, and not use the Information to Broker’s competitive detriment or for any purpose except as contemplated hereby. Carrier may disclose Information to the extent required by a governmental agency or under a court order, provided that Carrier notifies Broker of such requirements before disclosure.

Each party warrants that neither it nor any of its officers, employees, or agents will offer, authorize, or give any bribe, gift, or thing of value to any public official or third party to obtain or retain business or gain an improper advantage, in violation of the U.S. Foreign Corrupt Practices Act (FCPA), the Mexican General Law of the National Anti-Corruption System (Ley General del Sistema Nacional Anticorrupción), or any similar Applicable Law. Carrier agrees to maintain policies and controls to ensure anti-bribery compliance.

During this Contract’s term and for 12 months after its termination, Carrier will not, and will cause the Carrier Representatives not, to directly or indirectly solicit or provide transportation services to any Customer without Broker’s prior written consent if (a) that Customer first became known to Carrier as a result of Broker’s engagement of Carrier, (b) the type of transportation services, such as the origins and destinations served or commodity types, provided to that Customer first became known to Carrier as a result of Broker’s engagement of Carrier, or (c) the first shipment transported by Carrier for that Customer or lane was tendered to Carrier by Broker. If Carrier or any Carrier Representative solicits a Customer in violation of this Section, Carrier shall pay to Broker, as a commission, 30% of the total charges for transportation services provided by Carrier to such Customer, and shall also be responsible for all reasonable attorneys’ fees and costs incurred by Broker in recovering such commission or any other amounts arising from Carrier’s breach of this Section.

If any provision of this Agreement or any Transportation Schedule is held to be invalid, the remainder of the Agreement or the Transportation Schedule shall remain in force and effect with the offensive term or condition being stricken to the extent necessary to comply with any conflicting law.

These Terms of Service are periodically reviewed, updated, and enhanced as necessary by Broker. Carrier is encouraged to review these Terms regularly to stay informed of any changes. If Broker modifies the Terms of Service, the revised version will be made available through the Service. Broker will make reasonable efforts to notify Carrier of such changes via email; however, Broker shall not be liable for any failure to provide such notice. Amendments shall become effective upon being posted by Broker. Your continued use of the Service after such posting shall constitute your acknowledgment and agreement to be bound by the revised Terms. If you do not understand any portion of these Terms, or have questions or concerns related to your use of the Service, you may contact Broker at legal@nuvocargo.com.

This Agreement shall be for the period of one (1) year and shall be automatically renewed unless cancelled. Either party may terminate this Agreement upon fifteen (15) days written notice. By signatory hereto, Carrier represents that it has the authority and ability to enter into legally binding contracts and that Carrier agrees to be bound by the terms and conditions of this Agreement effective immediately.

Last update: 07.24.26