Agreement

These terms and conditions (the “Agreement”) govern the use of Top Express Logistics Co. services by shippers. By using our services, you agree to be bound by this Agreement.

BROKER–SHIPPER AGREEMENT

This Broker–Shipper Agreement (“Agreement”) is made and entered into by and between Top Express Logistics Co., a licensed property broker (MC# 1714826), located at 8470 Whipporwill Drive, Indianapolis, IN 46256 (“Broker”), and the undersigned shipper (“Shipper”).

The purpose of this Agreement is to set forth the terms and conditions under which Broker will arrange for transportation of freight by third-party motor carriers (“Carriers”) for Shipper.

1. Broker’s Role

Broker represents and warrants that it is duly and legally licensed to operate as a property broker under FMCSA Docket No. MC# 1714826 and will arrange for the transportation of freight by Carriers authorized by the FMCSA.

Broker is not a motor carrier and does not transport freight, assume carrier liability, or take possession of the cargo.

2. Shipper Obligations

Shipper agrees to provide accurate descriptions of the freight including weight, dimensions, and any special handling requirements. Shipper warrants that all shipments comply with applicable laws and regulations.

3. Carrier Selection

Broker will use commercially reasonable efforts to ensure that all Carriers utilized are properly licensed, insured, and authorized to perform the required transportation services. Broker shall not be liable for any acts or omissions of any Carrier.

4. Rates and Payment

All rates and charges will be confirmed through a written Rate Confirmation Sheet issued by Broker and accepted by Shipper. Shipper agrees to pay Broker within thirty (30) days of invoice date (Net 30). Late payments may incur a finance charge of 1.5% per month.

5. Cargo Claims

Carrier shall be liable for loss, damage, or delay of goods as provided by 49 USC § 14706. Broker shall assist Shipper in filing claims but shall not be liable for cargo claims. Shipper shall not withhold payment to Broker due to pending cargo claims.

6. Insurance

Carrier is required to maintain insurance as required by law, including cargo and auto liability coverage. Broker maintains contingent cargo insurance and general liability insurance as applicable.

7. Indemnification

Each party shall defend, indemnify, and hold harmless the other party from any claims, losses, or damages caused by its own negligence, misconduct, or breach of this Agreement.

8. Non-Solicitation of Carriers

Shipper agrees not to directly or indirectly solicit or contract with any Carrier introduced by Broker for a period of 12 months from the last date of shipment without written consent of Broker.

9. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the State of Indiana. Any legal action shall be brought in a court of competent jurisdiction located in Marion County, Indiana.

10. Termination

Either party may terminate this Agreement upon thirty (30) days written notice to the other party. Either party may terminate immediately in the event of material breach.

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. Any changes must be in writing and signed by both parties.