Terms & Conditions

 

Load No.	____________________	Carrier Legal Name	____________________________
Pickup Date	____________________	MC / DOT No.	____________________________
Currency	USD / CAD	Rate	____________________________

IMPORTANT: These terms form part of the shipment-specific Rate Confirmation. They supplement the executed Broker-Carrier Agreement between Transimex Global Corp. (“Broker”) and the motor carrier identified above (“Carrier”). If there is a direct conflict, the Broker-Carrier Agreement controls unless this Rate Confirmation expressly states that a shipment-specific term overrides it. All monetary amounts are in the currency shown above and are exclusive of applicable taxes unless expressly stated otherwise.

1. Acceptance; Entire Shipment Agreement

Carrier accepts these terms by signing electronically or manually, dispatching equipment, accepting the load through a portal or email, arriving for pickup, or performing any part of the transportation service. The Rate Confirmation, shipment instructions, and Broker-Carrier Agreement constitute the entire agreement for this shipment and supersede inconsistent oral statements and prior communications.

Carrier confirms that the rate is fair, reasonable, and fully compensatory for the services described. No additional charge is payable unless approved in a revised Rate Confirmation or other written authorization issued by an authorized Broker representative before the charge is incurred, except where applicable law prohibits advance waiver.

2. Broker Status; Carrier of Record; Carmack Liability

Broker acts solely as a property broker arranging transportation and does not accept possession, custody, or control of the freight. Carrier is the motor carrier of record and is responsible for the freight from pickup through lawful delivery. Cargo loss, damage, delay, or destruction shall be governed by the Carmack Amendment, 49 U.S.C. § 14706, where applicable, and otherwise by applicable law and the Broker-Carrier Agreement.

3. Independent Contractor

Carrier is an independent contractor and is not an employee, agent, partner, joint venturer, or legal representative of Broker. Carrier retains exclusive control over its personnel, equipment, routes, and operating methods, subject to applicable law, safety requirements, appointment times, and shipment-specific instructions.

4. Authority, Insurance, and Legal Compliance

Carrier represents and warrants throughout the shipment that it has active and valid operating authority, is not subject to any out-of-service order, suspension, or revocation, and maintains all licenses, registrations, permits, and safety qualifications required by law.

Automobile liability insurance: not less than USD/CAD $1,000,000 combined single limit, or any higher amount required by law or stated on the Rate Confirmation.

Cargo liability insurance: not less than USD/CAD $250,000 per occurrence, or the full declared cargo value when a higher limit is stated on the Rate Confirmation.

Workers compensation, employer liability, and any other insurance required by applicable law.

Carrier must immediately notify Broker of cancellation, non-renewal, reduction, lapse, or material change in required coverage.

5. No Re-brokering, Subcontracting, Assignment, or Interlining

Carrier shall not re-broker, subcontract, assign, transfer, interline, or otherwise arrange for another carrier or third party to transport any part of the shipment without Broker’s prior written consent. Use of an owner-operator properly leased to Carrier under Carrier’s authority is permitted only if lawful and disclosed upon request.

Unauthorized transfer is a material breach. Broker may place payment on hold while investigating, pay the lawful performing carrier directly where legally appropriate, offset documented losses and duplicate-payment exposure, terminate the relationship, and pursue all other available remedies. Carrier remains fully liable for the acts and omissions of any unauthorized third party.

6. Identity, Dispatch, and Fraud Prevention

Carrier shall provide accurate dispatcher, driver, tractor, trailer, telephone, email, and license information upon request. Broker may verify this information through FMCSA records, insurance representatives, telematics, call-back procedures, or other commercially reasonable methods. Carrier shall not permit pickup by a driver, tractor, or trailer that has not been disclosed or approved when approval is requested.

Carrier must immediately report suspected identity theft, fraudulent dispatch instructions, account compromise, cargo theft, unauthorized pickup, or any material inconsistency in shipment instructions. Carrier shall not rely on changed pickup, delivery, payment, or banking instructions received from an unverified email address or telephone number.

7. Non-Circumvention

During the shipment and for twelve (12) months after delivery, Carrier shall not knowingly solicit or accept direct freight business from the shipper, consignee, receiver, or customer first introduced to Carrier by Broker through this shipment, except where Carrier proves a pre-existing business relationship or obtains Broker’s prior written consent. This restriction is limited to business opportunities arising from Broker’s introduction and does not prohibit general advertising or unrelated business.

8. Equipment, Safety, and Exclusive Use

Carrier shall provide clean, odor-free, mechanically sound, legally compliant equipment suitable for the commodity and shipper requirements. Required PPE, dunnage, straps, load bars, tarps, chains, edge protectors, temperature-control equipment, and other securement devices are Carrier’s responsibility unless the Rate Confirmation states otherwise.

Unless Broker gives prior written approval, Carrier shall not place unrelated freight in the same trailer when the Rate Confirmation states “exclusive use,” “dedicated,” “full truckload,” or equivalent. A breach permits Broker to recover documented customer chargebacks, cargo claims, and other direct losses caused by the breach.

9. Pickup, Delivery, and Communication

Carrier shall meet the scheduled pickup and delivery appointments and immediately notify Broker of any anticipated delay, missed appointment, accident, breakdown, road closure, Hours-of-Service limitation, refusal, or other event affecting performance. Carrier shall not make an unauthorized early delivery, change destination, return freight, or leave freight unattended at a facility without Broker’s written direction.

Driver and dispatcher must remain reasonably reachable during transit. Broker will ordinarily request updates during normal business hours, except for after-hours appointments, emergencies, high-value freight, or active service failures.

10. Tracking and Shipment Visibility

Carrier shall provide a valid driver telephone number and continuous location visibility from no later than two (2) hours before pickup until delivery through MacroPoint, Trucker Tools, ELD/telematics integration, or another method approved by Broker. Carrier shall not disable tracking while the shipment is in transit.

If Carrier fails to provide required tracking after written or verbal notice and a reasonable opportunity to cure, Broker may assess a reasonable administrative charge not exceeding $250, plus documented customer chargebacks or direct losses caused by the failure. No charge applies where tracking failure results from a verified system outage outside Carrier’s reasonable control and Carrier provides timely manual updates.

11. Bills of Lading, Blind Shipments, and Shipment Discrepancies

Carrier must compare the Rate Confirmation, Bill of Lading, shipper instructions, commodity, piece count, weight, temperature, addresses, and appointment information before departure. Any discrepancy, notation, shortage, damage, refused freight, overage, seal issue, or adverse shipper/receiver comment must be reported immediately. Carrier shall not leave the facility with unresolved adverse notations unless Broker authorizes departure.

For a blind shipment, Carrier and driver shall use only the documents and instructions supplied or approved by Broker and shall not disclose confidential shipper, consignee, rate, or customer information. Carrier remains entitled to earned freight charges, but Broker may recover direct documented losses caused by a material failure to follow blind-shipment instructions.

12. Seals, Shipper Load and Count, and Cargo Integrity

All dry van and refrigerated shipments must be sealed at origin when required by Broker, shipper, law, or customary food-safety practice. The seal number must appear on the Bill of Lading. On a multi-stop load, Carrier shall record each seal removal and replacement and maintain chain-of-custody documentation.

Carrier must immediately report a missing, broken, altered, or mismatched seal. Carrier shall not break a seal except as authorized by Broker, shipper, consignee, or governmental authority, and must document any replacement seal. Carrier is liable for proven shortage, contamination, adulteration, or damage caused by Carrier’s failure to comply with seal and cargo-integrity requirements. Any rejection of the entire shipment remains subject to applicable law, reasonable inspection standards, and supporting evidence.

13. Cargo Securement, Temperature, and High-Value Freight

Carrier is responsible for lawful cargo securement and for maintaining any temperature stated on the Rate Confirmation or Bill of Lading. Refrigerated equipment must be pre-cooled when required, operated continuously unless otherwise instructed, and capable of producing downloadable temperature records.

For high-value, theft-sensitive, food-grade, pharmaceutical, or controlled commodities, Carrier shall follow all written parking, routing, team-driver, seal, tracking, non-stop, and security instructions. Carrier shall report theft, attempted theft, accident, temperature deviation, or cargo compromise immediately and cooperate with law enforcement, insurers, and Broker.

14. Accessorial Charges; Prior Approval

Detention, layover, TONU, reconsignment, extra stops, lumper, storage, redelivery, driver assist, crane, escort, permit, and other accessorial charges require prior written approval from Broker unless impossible because of an emergency. Receipts and supporting documents must be submitted promptly. Carrier shall not incur avoidable third-party charges without Broker’s authorization.

15. Detention

Unless a different amount is stated on the Rate Confirmation: (a) the first three (3) hours after the scheduled appointment time are free; (b) approved detention thereafter is $25 per hour; (c) FCFS facilities are not eligible unless expressly approved; and (d) waiting exceeding nine (9) total hours converts to the applicable layover charge instead of hourly detention.

To qualify, Carrier must notify Broker upon arrival and again no later than thirty (30) minutes before detention begins, obtain signed in/out times on the Bill of Lading or equivalent facility record, and submit the request within twenty-four (24) hours after pickup or delivery. Payment remains subject to customer verification and does not apply to delay caused by Carrier.

16. Layover, TONU, and Reconsignment

Unless otherwise stated in writing:

Layover per 24-hour period: Reefer $250; Dry Van/Open Deck $150; trailers under 40 feet $100.

TONU for cancellation less than six (6) hours before the scheduled appointment after the truck has been dispatched: Reefer/Dry Van/Open Deck $150; trailers under 40 feet $100.

Reconsignment: original line-haul rate per mile for additional mileage plus $50 per added stop, subject to prior written approval.

17. Late, Missed, or Unauthorized Delivery

If Carrier misses a scheduled pickup or delivery, makes an unauthorized early delivery, or materially deviates from written instructions for reasons within Carrier’s control, Broker may recover documented customer chargebacks and direct damages caused by the failure. Any administrative rate adjustment shall be commercially reasonable and ordinarily shall not exceed twenty-five percent (25%) of the line-haul rate unless Carrier acted intentionally, fraudulently, abandoned the load, engaged in unauthorized re-brokering, or caused greater documented loss.

18. Paperwork and Invoicing

Carrier shall submit a signed Rate Confirmation, invoice, complete signed Bill of Lading, Proof of Delivery, receipts, and other required documents to AP@SHIPTG.COM, accounting@shiptg.com, or the billing address stated on the Rate Confirmation. A legible POD should be submitted within twenty-four (24) hours after delivery; all billing documents must be submitted within seven (7) calendar days.

If required paperwork remains incomplete more than twenty-four (24) hours after Broker gives notice, Broker may assess a reasonable documentation charge not exceeding $100 for the shipment, reflecting additional administrative cost. Payment may be delayed until complete and legible documentation is received. The documentation charge does not eliminate Carrier’s right to payment for properly performed transportation.

19. Payment, Setoff, and Banking Instructions

No payment is due before delivery unless the Rate Confirmation expressly provides otherwise. Broker may offset undisputed or reasonably documented amounts arising from the same shipment, including duplicate payments, customer chargebacks, cargo claims, unauthorized re-brokering exposure, or approved advances, subject to applicable law and the Broker-Carrier Agreement.

Changes to Carrier’s payment instructions or bank account are not effective until verified through Broker’s designated verification process. Carrier is responsible for promptly securing its email and systems and notifying Broker of suspected compromise. Broker shall not knowingly redirect payment based solely on an unverified email request.

20. Hazardous Materials and Undisclosed Hazards

Carrier shall transport hazardous materials only if authorized, properly insured, qualified, and specifically approved in writing. Carrier shall immediately disclose any hazard, contamination, packaging defect, placarding issue, or unsafe condition discovered before departure. Carrier shall indemnify Broker for claims, fines, and direct losses caused by Carrier’s violation of hazardous-materials law or failure to report a condition actually known to Carrier.

Broker shall be responsible to Carrier for direct losses caused by materially inaccurate hazardous-material or shipment information knowingly or negligently supplied by Broker in writing, to the extent Carrier reasonably relied on that information and complied with its own inspection and legal duties.

21. Indemnification

Each party shall defend, indemnify, and hold the other harmless from third-party claims, bodily injury, death, property damage, fines, penalties, and reasonable legal fees to the extent caused by its negligence, willful misconduct, breach of this Agreement, or violation of law. Liability shall be allocated in proportion to fault where both parties contributed to the loss. Cargo claims remain governed by Section 2 and the Broker-Carrier Agreement.

22. Force Majeure

Neither party is liable for delay or failure to perform to the extent caused by an event beyond its reasonable control, including severe weather, natural disaster, governmental action, road closure, civil unrest, labor disruption, or an accident not caused by the affected party. The affected party must notify the other as soon as reasonably practicable, mitigate the impact, protect the cargo, and resume performance when reasonably possible. Equipment failure, lack of available drivers, ordinary traffic, or Hours-of-Service planning generally are not force majeure unless caused by an independent qualifying event.

23. Electronic Signatures; Governing Terms; Severability

Electronic signatures, portal acceptance, email acceptance, and performance constitute valid execution under the E-SIGN Act and applicable electronic-transactions law. If any provision is invalid or unenforceable, it shall be enforced to the maximum lawful extent and the remaining provisions remain effective.

The governing law, venue, dispute-resolution process, and attorneys’ fees provisions in the executed Broker-Carrier Agreement apply. If no Broker-Carrier Agreement is in effect, this Rate Confirmation is governed by Delaware law, excluding conflict-of-law rules, and the parties consent to exclusive jurisdiction in the state or federal courts located in New Castle County, Delaware. The prevailing party in an action to enforce this Agreement may recover reasonable attorneys’ fees and costs where permitted by law.

CARRIER ACKNOWLEDGMENT

Carrier Legal Name	____________________________	Authorized Signature	____________________________
Printed Name	____________________________	Title	____________________________
MC No.	____________________________	DOT No.	____________________________
Date	____________________________	Email / Phone	____________________________