DBA VEHICLE TRANSPORT HUB
BROKER-CARRIER AGREEMENT
GEORGIA, PIKE COUNTY:
This Agreement is made and entered into between USFreight Logistics LLC, DBA Vehicle Transport Hub (MC# 1313249) a Georgia Limited Liability Company of Pike County, having offices at 3343 Peachtree Rd NE Ste 145, (Atlanta Financial Center)-1397,USFreight Logistics Atlanta, GA 30326, hereinafter referred to as the “Broker” and the Carrier named on the account used during acceptance of the Agreement, with the terms and provisions hereof to become effective on the date and time of acceptance by the Carrier;
WHEREAS, the Carrier is a contract Carrier duly licensed and authorized under the applicable state and federal laws and regulations to provide transports for vehicle(s), hereinafter referred to as a “load”, “loads”, “freight”, “cargo” or “shipments”, under contract with shippers of such load or loads; and
WHEREAS, the Broker is a vehicle transport Broker, duly licensed and authorized to arrange for the transportation of vehicles owned by others by private Carriers; and
WHEREAS, the Broker and Carrier have agreed to a relationship in which the Broker will offer load or loads to the Carrier for such transport services, when such load or loads are available to the Broker and seemingly fit within the criteria provided by the Carrier to the Broker for the availability of its services.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and promises of the parties herein contained, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows:
1. Carrier Criteria: At the time of its registration with the Broker, the Carrier shall provide the Broker with its criteria for a load or loads it will accept for transportation and specifically define the load or loads it will not accept, and the geographical areas within the United States in which it will authorize the Broker to offer its services. The criteria of the Carrier may be amended and modified from time to time utilizing the Broker’s website, but no amendments or modifications will be effective for a load or loads already booked.
2. Services: During the term of this Agreement, the Carrier may provide services which include driveaway service whereby the Carrier is operating the vehicles to be transported (“Drive-Away Services”). Notwithstanding the foregoing, Carrier will not perform such Drive-Away Services unless expressly requested by Broker in writing (including, but not limited to, in the applicable transportation order) with respect to the movement in question. Broker agrees to tender to Carrier on a non-exclusive basis, and Carrier agrees to accept from Broker, from time-to-time, shipments consisting of motor vehicles for transport between points within North America. Carrier will, using due care, pick-up, as and when requested, transport in a timely manner, and deliver in good order and condition, the shipments which are tendered by Broker to Carrier, in accordance with the terms set forth in this Agreement ("Services"). Every shipment tendered to Carrier by Broker on or after the date of this Agreement will be deemed to be a tender to Carrier as a motor contract Carrier and will be subject to the terms of this Agreement and Broker's Terms and Conditions, to the extent applicable which are posted online at VehicleTransportHub.com/Terms-Conditions and applicable law. In the event of a conflict between the terms and provisions of this Agreement and the Broker's Terms and Conditions, the terms and provisions of this Agreement shall control. In the event this Agreement is silent on a particular subject, the provisions of Broker's Terms and Conditions, if applicable, shall control.
3. Carrier’s Operating Authority: Carrier represents and warrants that it is fully authorized to lawfully provide the Services covered by this Agreement in all the jurisdictions covered by this Agreement, as a contract Carrier of motor vehicles for interstate and intrastate transport in the United States. Carrier further represents and warrants that Carrier will comply with the required local, state, and federal operating licenses, permits and certificates of Carrier as of the date of this Agreement necessary to provide the Services. Carrier will obtain and keep in good standing during the term of this Agreement all local, state, and federal permits, licenses and registration requirements and pay any governmental charges necessary to allow the Carrier to provide the Services set forth in this Agreement.
4. Broker’s Responsibilities: When the Services of the Broker are sought by a party desiring the transport of a load or loads, herein referred to as the “Shipper”, the Broker will procure from the Shipper descriptive specifications as to each vehicle to be transported, the location of where the load is to be retrieved and the destination location for the load, together with such other information which is necessary for the Broker to procure pricing from possible carriers for the safe and expeditious handling of the load. Upon receipt of the proper tender of a load from the Shipper to include all necessary information which must be provided to any prospective carrier, the Broker shall offer the transport of the load to such responsible carriers whose pricing is available to the Broker and who represent the ability and desire to provide transportation for a load of the type tendered by the Shipper. When and as such pricing becomes available, Broker will provide the Shipper with the identity for each of the various carriers available and agreeable to provide transportation for the Shipper’s load, the pricing quote from each, together with such other pertinent information on each Carrier as is known to the Broker. If upon receipt of the information from the Broker concerning the carriers available for the transport of the Shipper’s load and the pricing quotes, the Shipper desires to then proceed with the shipment of the load, the Shipper shall designate to the Broker the carrier to be utilized for such transport and the Shipper’s agreement to pay to the Broker the pricing quote for such transport.
5. Carrier’s Fees for Services: Utilizing the Broker’s website the Carrier shall publish its schedule of fees for providing of such transport services. The fee schedule of the Carrier may be amended and modified from time to time, utilizing the Broker’s website, but any load or loads already booked shall be completed with the fee schedule in place at the time the load or loads were booked. Further, the Carrier agrees that all fee quotes shall be effective for 24 hours from the date the fee quote was generated. It being understood and agreed that the acceptance by the Carrier of a load or loads at a specified fee arrangement will be binding on the Carrier regardless of any subsequent amendment or modification to its fee schedule.
6. Rates: Carrier agrees to transport shipments tendered by Broker at the rates and charges as set forth in Broker's "Load and Rate Confirmation," which shall be signed by Carrier and transmitted by Carrier to Broker by facsimile (or other electronic means), for each shipment accepted by Carrier under this Agreement. Carrier and Broker agree that any tariff rates, accessorial charges, rules and regulations established and/or published by Carrier shall not apply to any shipment tendered under this Agreement unless specifically agreed to by Carrier and Broker, in writing. Any change in rates, charges, or rules and regulations shall be mutually agreed to and confirmed in writing, signed by both parties. Rate Confirmation Sheets shall be deemed to be accepted amendments to this Agreement. Due to document storage considerations, the Rate Confirmation Sheet need not be attached to the original Agreement but may be kept with the shipping papers that are retained as to the individual shipment. The same requirements of retention and availability to inspection that apply to the written agreement shall apply to the Rate Confirmation Sheet. If either party disputes the accuracy of the amended rate, that party shall, within 24 hours of receipt of it, notify the other party, and a disputed rate shall not become an amended rate until agreed to by both parties.
7) Receipts: Each shipment will be evidenced by a written bill of lading initiated by the Broker upon acceptance of the Rate Confirmation by the Carrier. Upon pickup of shipment, Carrier will complete the initial vehicle inspection report on the bill of lading, Carrier and Shipper will review and accept by legibly signing. Such form will be evidence of receipt of such commodities by Carrier in apparent good order and condition or as may be otherwise noted on the face of such form. In the event that a bill of lading is issued by anyone other than Broker for any shipment its purpose shall be only to evidence the receipt of the cargo. Shipper will not be bound by the terms and conditions on such bill of lading reciting the rate, classification, rules or practices which limit Carrier’s liability. Any unauthorized alteration or use of bills of lading or other shipping documents or use of any bill of lading not issued by Broker shall void the Shipper’s obligation to make any payments to Carrier relating to the shipment and void all rate quotes. In the event that the Broker’s name is inserted in a bill of lading or any other shipping documentation, such insertion shall not change Broker’s status as a property Broker or Carrier’s status as a motor Carrier. Upon acceptance of the shipment, Carrier shall assume liability for the cargo until proper delivery is made to the consignee. Carrier will obtain a delivery receipt signed by the consignee at the time of delivery showing the kind, quantity and condition of the commodity delivered at the specified destination and the time of delivery. Absence or loss of any such documents will not relieve the Carrier of responsibility for shipments accepted by it. In the event any term or provision contained in such documents conflict in any way with any term or provision of this Agreement, the terms and provisions of this Agreement will take precedence and control.
8) No Substituted Services and Diversion/Reconsignment: Effective upon acceptance of a shipment from Broker for the Broker’s customer’s account, Carrier shall perform the transportation Services itself and shall not re-Broker, co-Broker, assign, interline, subcontract or transfer the transportation of the shipment to another entity (collectively, "Substituted Services"). If substituted Services of any type are used once Carrier has accepted the tender of the shipment from the Broker, any provision in this Agreement related to a limitation of liability for cargo damage, shortage/loss or delay shall be void and Carrier (i) will be liable to Broker’s customer for any loss, damage or delay to Broker’s customer’s goods incurred during transportation Services based on the "actual loss" as defined in Section 13 below and (ii) shall indemnify Broker as to any such loss or damage sustained by the Broker. Carrier shall not have any right to, in any way, negate, eliminate, circumvent or alleviate Carrier’s liability to Broker or Broker’s customer which may be inconsistent with the provisions of this Agreement. Carrier will not allow the diversion or reconsignment of any shipment except upon written instructions by Broker or Broker’s customer. Carrier will not accept instructions for diversion or reconsignment of any consignee or third party without the written consent of Broker or Broker’s customer.
9. Payment of Shipping Fees: Carrier is authorized to accept payment directly from Broker’s customers for Services provided by Carrier upon delivery of the transported load(s). Payment types accepted by Carrier are established during the Carrier onboarding. Carrier may modify the accepted payment types as desired using the Broker’s website, however, must honor payment types accepted for all existing booked loads. Payment types accepted by Carrier are disclosed on each quote provided to Shippers and changes to the acceptable payment types will only apply to future loads. Under no circumstance, shall Carrier seek payment from Broker. Carrier agrees to accept payment for the transportation of shipments under this Agreement from Shipper upon delivery and signed delivery document covering such transportation of the transported shipment(s). However, in the event a shipment is the subject of cargo shortage/loss, damage or delay, Shipper shall have the right to withhold payment to Carrier for the shipment in question until the cargo shortage/loss, damage, or delay issue is resolved. Shipper shall have to right to recover any losses sustained as a result shortage/loss, damage/spoilage, or delay claims resulting from negligence on the part of the Carrier, its agents, servants, or employees. Shipper shall furnish to Carrier a written explanation and itemization of all deductions computed at the time deductions are made. Further, payment due Carrier may be withheld, in whole or in part, by Shipper to satisfy any obligation paid by Shipper which is the financial responsibility of Carrier.
10. Applicable Law: Consent to Venue: It is agreed by the Carrier and the Broker that this Agreement is entered into in the State of Georgia, that the Carrier is doing business in the State of Georgia, and the Agreement shall be construed and enforced under the applicable Georgia law. Further, the Carrier and the Broker further specifically agree that any controversy related to this Agreement, or the Services provided or to be provided by the Broker, or for any fees or costs due either party by the other for Services provided relative to this Agreement, can only be brought, litigated, and resolved in the Superior Court of Pike County, Georgia, and by the execution hereof, the parties hereto approve, consent and agree to the exclusive jurisdiction of the Superior Court of Pike County, Georgia, for all such purposes. Either party claiming a breach of the obligations of the other must bring a civil action to recover damages or amounts claimed under this Agreement within two (2) years from the date of shipment involved. Any matters not filed within the above limitations period shall be barred.
11. Compliance with Applicable Laws and Regulations: Carrier represents and warrants that it has complied, and will comply, with all federal, state, and local laws, codes, regulations, rules and orders applicable to the performance of its Services as required hereunder. The parties acknowledge that in the event the failure of Carrier to comply with or conform to provisions or orders of regulatory agencies having jurisdiction over this Agreement or the Services, results in different or additional charges for the Services, Carrier will be responsible for indemnifying Broker and Shipper from all such costs or charges including any costs or attorneys’ fees incurred by Broker or Shipper in connection therewith.
12. Carrier’s Operating Responsibilities: Carrier will be responsible for the procuring and operation of the vehicles it uses and the employment, training, supervision and control of the drivers and any helpers. Carrier will be responsible for safe and lawful operation of the vehicles used in the performance of the Services and will assume all costs, expenses, and liabilities incident to or arising out of furnishing, maintaining, repairing, or operating motor vehicles and other equipment, labor, fuel, supplies, and insurance. Carrier will notify Broker promptly by telephone of any accident, theft or other occurrence that impairs the safety of or delays the delivery of Broker’s customer's goods. Carrier will at all times during the term of this Agreement, maintain a satisfactory safety rating established by any country, and if applicable, state, province or territory through which a Shipper’s cargo will be transported, which, for purposes of this Agreement, shall mean the (a) safety rating system established by the Federal Motor Carrier Safety Administration ("FMCSA"), for motor Carriers operating in the United States and/or (b) for motor Carriers operating in Canada, the safety rating system established under the National Safety Code ("NSC") Safety Fitness Certificate issued by the Canadian province or territory where Carrier’s vehicles are base-plated. Carrier further warrants that it holds and shall maintain during the term of this Agreement, at a minimum, a "satisfactory" or "unrelated" safety rating, or a substantively equivalent rating under the Carrier Safety Management System, implemented under the FMCSA Compliance, Safety, Accountability ("CSA") program, with respect to Carrier’s operations in the United States and a substantively equivalent rating under the Carrier’s NSC Safety Fitness Certificate, for its operations within Canada. Carrier agrees to notify Broker immediately if the safety ratings changes, or if it is found by any governing authority to have violated any law or regulation related to safety or insurance coverage.
To the extent that any shipments subject to this Agreement are transported within the State of California on equipment, Carrier, on behalf of shipper, consignee and Broker interests, warrants that it shall only utilize equipment which is in full compliance with the California Air Resources Board (ARB) TRU ACTM in-use regulations. Carrier shall be liable to Broker for any penalties, or any other liability, imposed on Broker due to penalties imposed on Broker’s customer because of Carrier’s use of non-compliant equipment. Carrier will perform the Services as an independent contractor and neither its employees nor agents will be deemed to be employees or agents of Broker. No authority has been conferred upon Carrier by Broker to hire any persons on behalf of Broker and Carrier will assume full responsibility for selecting, engaging and discharging its employees, agents, servants or helpers and for otherwise directing and controlling their Services. Carrier will assume full responsibility for complying with all applicable laws and regulations for the benefit of its employees and under no circumstances will Broker be liable for the debts or obligations of Carrier for the wages, salaries, or benefits of Carrier’s employees.
13. Cargo Loss, Damage, or Shortage: In the event of a loss, damage, or other claim related to the Shipper’s load or loads while in transport by the Carrier, the Carrier agrees to notify Broker immediately after the events causing such loss, damager, or claim by phone and to subsequently submit to Broker a written statement concerning such loss, damage or claim, fully supported by all relevant documentation, listing the nature and cause of the claim for damage. The Carrier shall obtain an acknowledgment of delivery for all shipments Brokered by the Broker by a notation on the bill of lading to be provided to the Broker as immediately after such delivery. Carrier shall be liable to Broker’s customers, for the actual loss of, damage to, or cost of delay resulting to the Broker’s customers’ while the customer’s load is under the Carrier’s care, custody, or control and such loss, damage or costs of delay results from the negligence of the Carrier. The phrase “actual loss” shall mean the full invoice price charged by Broker’s customer to its customers for the kind and quantity of product lost, damaged or destroyed, plus freight charges (unless included in the invoice price), less salvage value, if any, subject to a limitation of liability set forth herein, unless otherwise agreed upon between Broker and Carrier in writing. The liability of Carrier for delay in delivering a shipment shall be the greater of either the full actual value of the cargo or those damages that are reasonably foreseeable. No limitation of liability will apply as to delay. Carrier will have no lien or will accordingly waive its right to any lien upon any shipment of Shipper’s cargo or portion thereof.
14. Liability: It is further agreed by the parties that their respective liabilities under this Agreement shall be as follows:
(a) Broker’s Limited Liability: Broker shall not be liable, under any circumstances, to either the Shipper or the Carrier for any loss or damage to Shipper’s load or loads.
(b) Carrier’s Liability: Liability, if any, for any losses or damages to Shipper while a load or loads is under transport by the Carrier, shall be borne solely by the Carrier.
(c) No Special Damages. In no event will either party be liable to the other for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.
15. No Exclusivity: It is understood and agreed between the parties hereto that Broker shall be free to assign a load or loads for transportation to other carriers, and that the Carrier shall be free to work with and accept transport assignments from any other Brokers or shippers.
16. Confidentiality: As part of the business relationship between Broker and Carrier, either party may be in or come into possession of information or data which constitutes trade secrets, know-how, confidential information, marketing plans, pricing, or anything else otherwise considered proprietary or secret by the other ("Confidential Information"). In consideration of the receipt of such Confidential Information and potential business, each party agrees to protect and maintain such Confidential Information in the utmost confidence, to use such Confidential Information solely in connection with their business relationship, and to take all measures reasonably necessary to protect the Confidential Information. Carrier agrees that Broker's charges to its customers are confidential and need not be disclosed to Carrier. Carrier specifically waives any rights it may have under 49 CFR § 371.3. Except as may be required by law, the terms and conditions of the Agreement and information pertaining to any Services will not be disclosed by either party to any other persons or entities, except to the directors, officers, employees, authorized contractors, attorneys, and accountants of each party. This mutual obligation of confidentiality will remain in effect during the terms of the Agreement and for a period of two years following any termination.
17. Non-Solicitation: Carrier agrees that during the term of this Agreement and for a period of one (1) year from the date of termination of this Agreement, that neither Carrier nor any employee, officer, director, agent or otherwise of Carrier, shall directly or indirectly solicit traffic from any Broker, consignor, consignee, or customer of the Broker where (a) the availability of such shipments first became known to Carrier as a result of Broker’s efforts; or (b) the shipments of the consignor, consignee, or customer of the Broker was first tendered to the Carrier by the Broker. In the event Carrier violates the terms of this Section 17 and back-solicits Broker’s customers and obtains traffic from such customers, Broker is then entitled, for a period of twelve (12) months after the traffic first begins to move, to a commission from the Carrier of fifteen percent (15%) of the transportation or revenue received on the movement of traffic. Carrier understands and agrees that the provisions of the aforementioned covenant not to compete are reasonable as to scope, duration, and geographic area, in light of the mutual promises and other valuable consideration the parties have agreed to in this Agreement. Further, Carrier agrees that any violation of the covenant not to compete will cause irreparable injury to Broker, and that Broker will be entitled to a restraining order and an injunction to stop the back-solicitation of traffic.
18. Broker’s Representations: Independent Contractor: The Broker represents and warrants to the Carrier that it is duly and legally qualified to operate as a Broker and to arrange the transportation Services contemplated herein and will comply with applicable laws regarding the provision of such Brokerage services. However, it is specifically understood and agreed by the Carrier that the Broker functions only as an independent entity, an independent contractor, and not as a shipper or as the agent, employee or representative of any shipper except for the limited purpose of Brokering the transportation of a load or loads.
19. Carrier’s Insurance Requirements: Carrier shall procure and maintain at all times during the term of this Agreement, at its sole cost and expense, with reputable and financially responsible insurance Carriers the following insurance coverages in not less than the amount specified below. Such amounts merely suggest minimum coverages and are not intended to establish any limitations of Carrier's liability for its acts or omissions. Additionally, the exclusions that may be contained in any of Carrier's insurance policies shall not exonerate Carrier from liability.
(a) Business Automobile Liability/Truckers Liability Insurance covering the operations of Carrier in the amount of not less than $1,000,000 combined single limit for bodily injury and property damage per occurrence. Such insurance shall cover any motor vehicle operated in the provision of Services hereunder, including, but not limited to, any vehicle being loaded to or unloaded from any conveyance, as well as any vehicle operated in drive-away service. Broker and any Shipper customer of Broker shall be included as an additional insured or designated insured on this insurance, as their interests may appear.
(b) If Carrier is providing drive-away service under this Agreement, the Business Automobile Liability Policy shall also include ISO endorsement CA 20 05 (Drive Away Contractors) providing at least $1,000,000 per occurrence in liability coverage and at least $50,000 per occurrence in physical damage coverage for vehicles driven by Carrier under this Agreement.
(c) Motor Truck Cargo Liability/ “On Hook” Liability Insurance covering damage or loss to vehicles during loading, unloading and during transportation. The limit of liability for such insurance shall be at least the amount required by the list below (based on the size of the largest transport vehicles used in performance of the Services by Carrier) per occurrence, UNLESS otherwise directed by Broker to obtain a higher limit of coverage due to vehicle cargo value being in excess of the limits shown below. Broker and any Shipper customer of Broker shall be specifically included as a loss payee on this cargo liability policy. Such insurance shall have no exclusion or condition reasonably likely to result in denial of claims under this Agreement including, but not limited to, those related Commercial Auto Liability Insurance insuring against liability for injury to persons, including injuries resulting in death, environmental restoration and loss or destruction of or physical damage to property, including any vehicle or other equipment furnished by the Shipper for and in connection with the transportation Services the Carrier renders, in a combined single limit of not less than $1,000,000.00 per occurrence;
1‐3 Car Hauler: $100,000
4‐5 Car Hauler: $150,000
6‐8 Car Hauler: $200,000
9‐10 Car Hauler: $250,000
(d) Workers’ compensation insurance for Carrier’s employees in accordance with statutory requirements for all applicable jurisdictions. If Carrier’s insurance is threatened to be, or is, terminated, cancelled, suspended, reduced, or revoked, Carrier must immediately notify Broker. Carrier shall provide Broker certificates or other evidence of the foregoing insurance coverages upon request by Broker;
(e) Any other insurance required by an appropriate authority over the Carrier’s transport Services. Carrier shall provide Broker with certifications as to the continuing existence of all such coverage, and each policy shall contain provisions to the effect that the Broker will be provided with a minimum of thirty (30) days advance notice of any cancellation of such insurance coverage. Upon the request of the Broker, the Carrier will have the Broker named and designated as an additional named insured under each or all of said policies of insurance.
20. Term: The terms of this Agreement shall be for a period of one (1) year from the Effective Date set forth above and shall automatically renew for additional one (1) year period, unless terminated pursuant to Section 21 below.
21. Termination: If either party refuses or fails to perform any duty or obligation under this Agreement, fails to comply with applicable laws or regulations, suffers impairment of its financial responsibility, or otherwise defaults in any way, the non-defaulting party will have the option, without prejudice to any other right or remedy, to terminate this Agreement upon three (3) business days’ advance written notice. Otherwise, either party may terminate this Agreement at any time without cause, by giving thirty (30) days prior written notice to the other party.
22. Indemnification: Carrier shall defend, indemnify and hold harmless Broker and Broker’s customers, their respective officers, directors, employees, agents, representatives, vendors and customers against any and all claims, demands, actions, causes of action and/or liabilities (actual, potential, threatened or pending) judgments, fines, penalties, orders, decrees, awards, costs, expenses, including attorneys' fees, settlements and claims on account of: (a) Loss or damage to property (other than cargo), or personal injury, including death, which may be sustained by the parties, their employees or third parties, arising out of or in connection with Carrier's performance of the Services set forth herein; (b) Loss, damage or delay in transit as to all goods which Carrier receives through Broker for transport according to Rate Confirmation Sheet, until Carrier delivers such goods and the same are signed for by the consignee; (c) Carrier's breach of any of its representations, warranties and/or covenants in this Agreement; and (d) Carrier's failure to comply with workers' compensation requirements or any claim for workers' compensation asserted against Broker or its customer by Carrier's employees, or their personal representatives. This provision will not be construed in any circumstance to constitute an indemnification contrary to any government law that prohibits indemnification against loss, liability, cost, or expenses incident thereto, caused by the negligence of such indemnity. Exclusions in Carrier’s insurance coverage(s) shall not exonerate Carrier from this liability.
23. Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party.
24. Force Majeure: Neither party is liable for nonperformance or defective or late performance of any of its obligations under this Agreement to the extent and for such periods of time as such nonperformance, defective performance or late performance is due to reasons outside such party’s control, including acts of God, strikes, failure of utilities, war (declared or undeclared), action of any governmental authority, riots, revolutions, fire, floods, explosions, sabotage, nuclear incidents, lightning, weather, earthquakes, storms, sinkholes, or epidemics.
25. Severability of Provisions: If any of the provisions or terms of this Agreement shall be deemed for any reason to be invalid or unenforceable by any court or authority of competent jurisdiction, such invalid or unenforceable terms or provisions shall be deemed severable from the remaining terms and provisions hereof which shall remain of full force and effect binding the parties to the full extent of the obligations therein imposed.
26. Entire Agreement: This Agreement contains all of the agreements of the parties relative to the matters addressed herein as of the time of acceptance by the Carrier. The Broker reserves the right to make amendments, modifications, additions, and deletions from the provisions hereof, however, no such change shall be effective as to the Carrier until such time as the Carrier has agreed to such modified Agreement.
27. Miscellaneous: Time is of the essence of this Agreement. The obligations and benefits herein related shall inure to the benefit of the successors and assigns of the parties. The paragraph and subparagraph captions are provided only for the convenience of the parties and shall be deemed to be inclusive of all of the matters related therein.
28. Governing Law: This Agreement is to be construed according to applicable federal law governing transportation as related to any Services provided by the Carrier and the laws of the State of Georgia. If any part of this Agreement is determined to be contrary to law, such determination shall not affect the validity of any other terms or conditions. Carrier shall pay all costs, expenses and attorney fees which may be expended or incurred by Broker or Broker’s customer in successfully enforcing this Agreement or any provision thereof, or in exercising any right or remedy of Broker or its customers against Carrier, or in any arbitration or litigation incurred by Broker because of any act or omission of Carrier under this Agreement.
29. Counterparts: This Agreement may be executed in one or more counterparts, each of which is an original but all of which together will constitute one and the same agreement.
30. Certifications: By the Carrier’s acceptance, acknowledgement and agreement to be bound by the terms of this Agreement, the Carrier is knowingly certifying to the Broker that all the information and documents to be provided by the Carrier relative to the services to be provided by the Carrier are true, accurate and complete, further representing that the Carrier understand this Agreement and its obligations hereunder.
