Round Hill Logistics, LLC
(A capacity shipment company)
Honor*Practicing Innovation*Dedication
A variety of transportation options to provide a solution to meet your customers needs!
In 2015 we began Round Hill logistics so customers could leave it to us and you can truly delegate. We’ll handle all of the details, from making appointments and managing billing to documenting load, delivery and unload times. No job is too small or too large for RHL. From one truckload dry van or reefer, LTL, Rail & intermodal or if you need to outsource your entire transportation operation to a trusted partner, then round hill logistics is standing ready to fulfill your needs. We have years of experience in providing dedicated and “house carrier” duties for our clients and are expanding into the warehousing market, making us ideally positioned to manage all of your company’s logistics and transportation needs. 
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The Transportation Solutions Company Round Hill Logistics isn’t just about providing a truck for your shipping needs. It’s about planning and managing! At Round Hill Logistics we can help your business maximize profits by developing a customize strategy that creates the most efficient way to move your product. With time-critical products you are demanding efficient and quality-driven transportation systems. The full time team of Logistics professionals uses state of the art software that will do everything from load planning and scheduling to dispatching. By allowing us to create, implement, and operate a plan, you’ll have access to:
Our customized programs allow you to outsource and centralize all or a portion of your logistical requirements. Our mission is to provide a reliable transportation service that is exceeding the expectations, while upholding the highest standards of integrity that focuses on safety, which benefits our employees by providing them a thriving work environment. Our drivers know that the key to supplying great products is maintaining their integrity and keeping retailers happy. Our partnership will give you the following:
You’ll find complete solutions for shipping through our team members which have the expertise to help your product arrive at the right place, at the right time, and in the right condition. 
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This is the most up to date contract for Round Hill Logistics and is for outside contract carriers.
BROKER - CARRIER AGREEMENT 12/31/2020
This Agreement is entered into this _____ day of ____________, _____, by and between Honey Locust Farms and Round Hill Logistics, LLC ("Carrier/Broker"), a Registered Property Broker, Lic. No. DOT/MC- 292032 and 138804, and ___
____________________________________________, a Registered Motor Carrier, Permit/Certificate No. DOT ______
__________ ("CARRIER"); collectively, the "Parties". ("Registered" means operated under authority issued by the Federal Motor Carrier Safety Administration (or its predecessors) within the U.S. Department of
Transportation).
1. CARRIER REPRESENTS AND WARRANTS THAT IT:
A. Is a Registered Motor Carrier of Property authorized to provide transportation of property under contracts with shippers and receivers and/or brokers of general commodities.
B. Shall transport the property, under its own operating authority and subject to the terms of this Agreement;
C. Makes the representations herein for the purpose of inducing BROKER to enter into this Agreement.
D. Agrees that a Shipper’s insertion of BROKER’s name as the carrier on a bill of lading shall be for the Shipper’s convenience only and shall not change BROKER’s status as a property broker nor CARRIER’s status as a motor carrier. BROKER is not a motor carrier and assumes no motor carrier responsibility for cargo loss and damage in the event that the National Motor Freight Traffic Association (NMFTA) (effective in August 2016), form of bill of lading is utilized.
E. Will not re-broker, co-broker, subcontract, assign, interline, or transfer the transportation of shipments hereunder to any other persons or entity conducting business under a different operating authority, without prior written consent of BROKER. If CARRIER breaches this provision, among all other remedies (whether at equity or in law), BROKER shall have the right of paying the monies it owes CARRIER directly to the delivering carrier, in lieu of payment to CARRIER. Upon BROKER’s payment to delivering carrier, CARRIER shall not be released from any liability to BROKER under this Agreement or otherwise, including any claims under MAP-21 (49 U.S.C. § 13901 et seq.). In addition to the indemnity obligation in Par 1.H, CARRIER will be liable for consequential damages for violation of this provision.
F. (i) Is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: transportation of Hazardous Materials (including the licensing and training of Haz-Mat qualified drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; security regulations; owner/operator lease regulations; loading and securement of freight regulations; implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances and alcohol testing, and hours of service regulations; sanitation, temperature, and contamination requirements for transporting food, perishable, and other products, including without limitation the Food Safety Modernization Act, the Sanitary Food Transportation Act of 2005 and the FDA’s Final Rule pertaining to Sanitary Transportation of Human and Animal Food, qualification and licensing and training of drivers; implementation and maintenance of equipment safety regulations; maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; all applicable insurance laws and regulations including but not limited to workers’ compensation. CARRIER agrees to provide proof of compliance upon request.
(ii) Is solely responsible for any and all management, governing, discipline, direction and control of its employees, owner/operators, and equipment with respect to operating within all applicable federal and state legal and regulatory requirements to ensure the safe operation of CARRIERS vehicles, drivers and facilities. CARRIER and BROKER agree that safe and legal operation of the CARRIER and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and information from BROKER or BROKER’s customer with respect to any shipment at any time.
(iii) Section 32919 of MAP-21, establishes a $10,000 fine per occurrence for those entities arranging transportation for compensation, which are not properly registered and licensed. Additionally, by placing this language into law, it affords private parties the ability to act for themselves for unauthorized brokerage activities, without relying on the Federal Government.
G. CARRIER will notify BROKER immediately if its federal Operating Authority is revoked, suspended or rendered inactive for any reason; and/or if it is sold, or if there is a change in control of ownership, and/or any insurance required hereunder is threatened to be or is terminated, cancelled, suspended, or revoked for any reason.
H. CARRIER shall defend, indemnify and hold BROKER and its shipper customer harmless from any claims, actions or damages, arising out of its performance under this Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. Neither Party shall be liable to the other for any claims, actions or damages due to the negligence or intentional act of the other Party, or the shipper. The obligation to defend shall include all costs of defense as they accrue.
I. Does not have an “Unsatisfactory” safety rating issued by the Federal Motor Carrier Safety Administration (FMCSA), U.S. Department of Transportation, and will notify BROKER in writing immediately if its safety rating is changed to “Unsatisfactory” or “Conditional”. Authorizes BROKER to invoice CARRIER’s freight charges to shipper, consignee, or third parties responsible for payment.
J. Has investigated, monitors, and agrees to conduct business hereunder based on the credit-worthiness of BROKER and is granting BROKER credit terms accordingly.
K. On behalf of shipper, consignee and broker interests, to the extent that any shipments subject to this Agreement are transported within the State of California on refrigerated equipment, CARRIER warrants that it shall only utilize equipment which is in full compliance with the California Air Resources Board (CARB) Transport Refrigerated Unit (TRU) Airborne Toxic Control Measure (ATCM) in-use regulations. CARRIER shall be liable to BROKER for any penalties, or any other liability, imposed on, or assumed by BROKER due to penalties imposed on BROKERS customer because of CARRIER's use of non-compliant equipment.
2. BROKER RESPONSIBILITIES:
A. SHIPMENTS, BILLING & RATES: BROKER shall offer CARRIER at least one (1) loads/shipments annually. BROKER shall inform CARRIER of (i) place of origin and destination of all shipments; and (ii) if applicable, any special shipping and handling instructions, special equipment requirements, or value of shipments in excess of the amount specified in Par. 3C(vi) below, of which BROKER has been timely notified.
B. BROKER agrees to conduct all billing services to shippers, consignees, or other party responsible for payment. CARRIER shall invoice BROKER for its (CARRIER’s) charges, as mutually agreed in writing, by fax, or by electronic means, contained in BROKER’s Load Confirmation Sheet(s) / dispatch sheets incorporated herein by this reference. Additional rates for truckload or LTL shipments, or modifications or amendments of the above rates, or additional rates, may be established to meet changing market conditions, shipper requirements, BROKER requirements, and/or specific shipping schedules as mutually agreed upon, and shall be confirmed in writing (or by fax or email) by both Parties. Any such additional, modified, or amended rates, changes in rates shall automatically be incorporated herein by this reference.
C. RATES: Additionally, any rates, which may be verbally agreed upon, shall be deemed confirmed in writing where CARRIER has billed the agreed rate and BROKER has paid it. All written confirmations of rates, including confirmations by billing and payment, shall be incorporated herein by this reference. Rates or charges, including but not limited to stop-offs, detention, loading or unloading, fuel surcharges, or other accessorial charges, tariff rates, released rates or values, or tariff rules or circulars, shall only be valid when their terms are specifically agreed to in a writing signed by both Parties.
D. PAYMENT: The Parties agree that BROKER is the sole party responsible for payment of CARRIER's charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay CARRIER unless the CARRIER fails to provide correct documentation. BROKER agrees to pay CARRIER's invoice within 30 to 45 days of receipt of the bill of lading or proof of delivery, provided CARRIER is not in default under the terms of this Agreement. Payment days are calculated from the invoice date and not the delivery date. If carrier doesn’t invoice within 60 days of delivery deductions to rate con will apply up to the amount of zero. If BROKER has not paid CARRIER's invoice as agreed and has the correct paperwork, and CARRIER has complied with the terms of this Agreement, CARRIER may seek payment from the Shipper or other party responsible for payment after giving BROKER 30 (business days) advance written notice. CARRIER shall not seek payment from Shipper, consignees, or third parties, if they can prove payment to BROKER has been paid. All original paperwork that was given to the driver from the shipper and receiver MUST be turned in with the invoice. Invoice can be mailed to 2454 Stoney Point Rd East Berlin, PA 17316.
E. BOND: BROKER shall maintain a surety bond /trust fund as agreed to in the amount of $75,000 and on file with the Federal Motor Carrier Safety Administration (FMCSA) in the form and amount not less than that required by that agency’s regulations.
F. BROKER will notify CARRIER immediately if its federal Operating Authority is revoked, suspended or rendered inactive for any reason; and/or if it is sold, or if there is a change in control of ownership, and/or any insurance required hereunder is threatened to be or is terminated, cancelled, suspended, or revoked for any reason.
G. BROKER’s responsibility is limited to arranging for, but not actually performing, transportation of a shipper’s freight.
3. CARRIER RESPONSIBILITIES:
A. EQUIPMENT: Subject to its representations and warranties in Paragraph 1 above, CARRIER agrees to provide the necessary equipment and qualified personnel for completion of the transportation services required for BROKER and/or its customers. CARRIER will not supply equipment that has been used to transport hazardous wastes, solid or liquid, regardless of whether they meet the definition in 40 C.F.R. §261.1 et. seq. CARRIER will furnish equipment for transporting cargo which is sanitary, and free of any contamination, suitable for the particular commodity being transported and which will not cause in whole or in part adulteration of the commodity as defined in 21 U.S.C § 342. CARRIER agrees that all shipments will be transported and delivered with reasonable dispatch, or as otherwise agreed in writing.
B. BILLS OF LADING: CARRIER shall sign a bill of lading, produced by shipper or CARRIER in compliance with 49 C.F.R. §373.101 (and any amendments thereto), for the property it receives for transportation under this Agreement. Unless otherwise agreed in writing, CARRIER shall become fully responsible/liable for the freight when it takes/receives possession thereof, and the trailer(s) is loaded, regardless of whether a bill of lading has been issued, and/or signed, and/or delivered to CARRIER, and which responsibility/liability shall continue until delivery of the shipment to the consignee and the consignee signs the bill of lading or delivery receipt. Any terms of the bill of lading (including but not limited to payment and credit terms, released rates or released value) inconsistent with the terms of this Agreement shall be ineffective. Failure to issue a bill of lading, or sign a bill of lading acknowledging receipt of the cargo, by CARRIER, shall not affect the liability of CARRIER.
C. LOSS & DAMAGE CLAIMS:
(i) CARRIER shall comply with 49 C.F.R. §370.1 et seq. and any amendments and/or any other applicable regulations adopted by the Federal Motor Carrier Safety Administration, U.S. Department of Transportation, or any applicable state regulatory agency, for processing all loss and damage claims and salvage. CARRIER agrees that food that has been transported or offered for transport under conditions that are not in compliance with Shipper's or BROKER'S instructions, as provided to CARRIER by Shipper or BROKER, will be considered "adulterated" within the meaning of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. § 342 (i). CARRIER understands and agrees that adulterated shipments may be refused by the consignee or receiver, at destination without diminishing or affecting CARRIER'S liability in the event of a cargo claim. CARRIER shall not sell, salvage or attempt to sell or salvage any goods without the BROKER's express written permission; and
(ii) CARRIER’s liability for any cargo damage, loss, or theft from any cause shall be determined under the Carmack Amendment, 49 U.S.C. §14706 if applicable; however, liability for exempt commodities and processing cargo loss and damage claims shall be determined by: DRC Trading Practices, or Blue Book Transportation Guidelines, or NAPTWG Best Practices by agreement of the Parties and if no agreement then by one of the above associations’ guidelines named above at the selection of the BROKER. and
(iii) Special Damages: CARRIER’s indemnification liability (Par 1.H) for freight loss and damage claims under this sub-par C (ii) shall include legal fees which shall constitute special damages, the risk of which is expressly assumed by CARRIER, and which shall not be limited by any liability of CARRIER under Subp. (ii) above.
(iv) Except as provided in Par 1.E above, neither Party shall be liable to the other for consequential damages without prior written notification of the risk of loss and its approximate financial amount, and agreement to assume such responsibility in writing.
(v) Notwithstanding the terms of 49 CFR 370.9, CARRIER shall pay, decline or make settlement offer in writing on all cargo loss or damage claims within 45 days of receipt of the claim. Failure of CARRIER to pay, decline or offer settlement within this 45 day period shall be deemed admission by CARRIER of full liability for the amount claimed and a material breach of this Agreement.
(vi) CARRIER’s liability for cargo damage, loss, or theft from any cause for any one shipment, under Subp. ii above shall not exceed $100,000.00 unless CARRIER is notified by BROKER or Shipper of the increased value 3 days prior to shipment pick up.
D. INSURANCE: CARRIER shall furnish BROKER with Certificate(s) of Insurance, or insurance policies providing thirty (30) days advance written notice of cancellation or termination, and unless otherwise agreed, subject to the following minimum limits: General liability $1,000,000.00; motor vehicle (including hired and non-owned vehicles) $1,000,000.00, ($5,000,000 if transporting hazardous materials including environmental damages due to release or discharge of hazardous substances); cargo damage/loss, $100,000.00; workers’ compensation with limits required by law. Except for the higher coverage limits which may be specified above, the insurance policies shall comply with minimum requirements of the Federal Motor Carrier Safety Administration and any other applicable regulatory state agency. Nothing in this Agreement shall be construed to avoid or limit CARRIER’s liability due to any exclusion or deductible in any insurance policy.
E. ASSIGNMENT OF RIGHTS: CARRIER automatically assigns to BROKER all its rights to collect freight charges from Shipper or any responsible third party on receipt of payment of its freight charges from BROKER.
F. CARRIER assumes full responsibility and liability for payment of the following items: All applicable federal, state, and local payroll taxes, taxes for unemployment insurance, old age pensions, workers’ compensation, social security, with respect to persons engaged in the performance of its transportation services hereunder. BROKER shall not be liable for any of the payroll-related tax obligations specified above and CARRIER shall indemnify, defend, and hold BROKER harmless from any claim or liability imposed or asserted against BROKER for any such obligations.
4. USE OF TRAILERS AND TRIALER INTERCHANGE:
(Must be reviewed prior to authorization)
5. MISCELLANEOUS:
A. INDEPENDENT CONTRACTOR: The relationship of the Parties to each other shall at all times be that of independent contractors. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship between the Parties. Each Party shall provide sole supervisions and shall have exclusive control over the actions and operations of its employees, and agents used to perform its services hereunder. Neither Party has any right to control, discipline or direct the performance of any employees, or agents of the other Party. Neither Party shall represent to any party that it is anything other than an independent contractor in its relationship to the other Party.
B. NON-EXCLUSIVE AGREEMENT: CARRIER and BROKER acknowledge and agree that this contract does not bind the respective Parties to exclusive services to each other. Either party may enter into similar agreements with other carriers, brokers, or freight forwarders.
C. WAIVER OF PROVISIONS:
(i) Failure of either Party to enforce a breach or waiver of any provision or term of this Agreement shall not be deemed to constitute a waiver of any subsequent failure or breach, and shall not affect or limit the right of either Party to thereafter enforce such a term or provision.
(ii) This Agreement is for specified services pursuant to 49 U.S.C. §14101(b). To the extent that terms and conditions herein are inconsistent with Part (b), Subtitle IV, of Title 49 U.S.C. (ICC Termination Act of 1995), the Parties expressly waive any or all rights and remedies they may have under the Act.
D. DISPUTES: In the event of a dispute arising out of this Agreement, including but not limited to Federal or State statutory claims, the Party's sole recourse (except as provided below) shall be to arbitration. Proceedings shall be conducted under the rules of the: ___ American Arbitration Association, upon mutual agreement of the Parties, or if no agreement, then at BROKER’s sole discretion. Arbitration proceedings shall be started within eighteen (18) months from the date of delivery or scheduled date of delivery of the freight, whichever is later. Upon agreement of the Parties, arbitration proceedings may be conducted outside of the administrative control of the AAA. The decision of the arbitrators shall be binding and final and the award of the arbitrator may be entered as judgment in any court of competent jurisdiction. The rationale and reasoning of the decision of arbitrator(s) shall be fully explained in a written opinion. The prevailing party shall be entitled to recovery of costs, expenses and reasonable attorney fees as well as those incurred in any action for injunctive relief, or in the event further legal action is taken to enforce the award of arbitrators. Arbitration proceedings shall be conducted at the office of the AAA nearest to Harrisburg, Pa or such other place as mutually agreed upon in writing, or by conference call or video conferencing upon agreement of the Parties, or as directed by the acting arbitration association. Provided, however, either Party may apply to a court of competent jurisdiction for injunctive relief. Unless preempted or controlled by federal transportation law and regulations, the laws of the State of Pennsylvania shall be controlling notwithstanding applicable conflicts of laws rules. The arbitration provisions of this paragraph shall not apply to enforcement of the award of arbitration.
(i) (BROKER INITIAL_NAW;CARRIER INITIAL_______) Subject to the time limitation set forth in Subp. D above, for disputes where the amount in controversy exceeds $500.00, BROKER shall have the right, but not the obligation, to select litigation in order to resolve any disputes arising hereunder. In the event of litigation, the prevailing Party shall be entitled to recover costs, expenses and reasonable attorney fees, including but not limited to any incurred on appeals.
(ii) (BROKER INITIAL_NAW; CARRIER INITIAL_________) Subject to the time limitation set forth in Subp. D above, for disputes where the amount in controversy does not exceed $10,000.00, BROKER shall have the right, but not the obligation, to select litigation in small claims court order to resolve any disputes arising hereunder. The prevailing Party shall be entitled to recover costs, expenses and reasonable attorney fees, including but not limited to any incurred on appeals.
(iii) Venue, controlling law, and jurisdiction in any legal proceedings under Subps. i or ii above shall be in the State of Pennsylvania.
E. NO BACK SOLICITATION:
(i) Unless otherwise agreed in writing, CARRIER shall not knowingly solicit freight shipments (or accept shipments) for a period of 12 month(s) following termination of this agreement for any reason, from any shipper, consignor, consignee, or other customer of BROKER, when such shipments of shipper customers were first tendered to CARRIER by BROKER.
(OPTIONAL)
(ii) In the event of breach of this provision, BROKER shall be entitled, for a period of 12 months following delivery of the last shipment transported by CARRIER under this Agreement, to a commission of one hundred fifty percent (150%) of the gross transportation revenue (as evidenced by freight bills) received by CARRIER for the transportation of said freight as liquidated damages. Additionally, BROKER may seek injunctive relief and in the event it is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including, but not limited to, reasonable attorney's fees.
F. CONFIDENTIALITY:
(i) In addition to Confidential Information protected by law, statutory or otherwise, the Parties agree that all of their financial information and that of their customers, including but not limited to freight and brokerage rates, amounts received for brokerage services, amounts of freight charges collected, freight volume requirements, as well as personal customer information, customer shipping or other logistics requirements shared or learned between the Parties and their customers, shall be treated as Confidential, and shall not be disclosed or used for any reason without prior written consent.
(ii) In the event of violation of this Confidentiality paragraph, the Parties agree that the remedy at law, including monetary damages, may be inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating Party from further violation of this Agreement in which case the non-prevailing Party shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney’s fees.
G. The limitations of liability for cargo loss and damage as well as other liabilities, arising out of the transportation of shipments, which originate outside the United States of America, may be subject to the laws of the country of origination.
H. MODIFICATION OF AGREEMENT: This Agreement and Exhibit A et. seq. attached may not be amended, except by mutual written agreement, or the procedures set forth above (Pars 2.B and 2.C).
I. NOTICES:
(i) All notices provided or required by this Agreement, shall be made in writing and delivered, return receipt requested, to the addresses shown herein with postage prepaid; or by confirmed (electronically acknowledged on paper) fax, or by email with electronic receipt.
(ii) The Parties shall promptly notify each other of any claim that is asserted against either of them by anyone arising out of the Parties performance of this Agreement.
(iii) Notices sent as required hereunder, to the addresses shown in this Agreement shall be deemed sent to the correct address, unless the Parties are notified in writing of any changes in address.
J. CONTRACT TERM: The term of this Agreement shall be one year from the date hereof and thereafter it shall automatically be renewed for successive one (1) year periods, unless terminated, upon thirty (30) day's prior written notice, with or without cause, by either Party at any time, including the initial term. In the event of termination of this Agreement for any reason, the Parties shall be obligated to complete performance of any work in progress in accordance with the terms of this Agreement.
K. SEVERANCE: SURVIVAL: In the event any of the terms of this Agreement are determined to be invalid or unenforceable, no other terms shall be affected and the unaffected terms shall remain valid and enforceable as written. The representations, rights and obligations of the parties hereunder shall survive termination of this Agreement for any reason.
L. COUNTERPARTS: This Agreement may be executed in any number of counterparts each of which shall be deemed to be a duplicate original hereof.
M. FAX CONSENT: The Parties to this Agreement are authorized to fax to each other at the numbers shown herein, (or otherwise modified in writing from time to time) shipment availabilities, equipment and rate promotions, or any advertisements of new services.
N. FORCE MAJEURE. In the event that either Party is prevented from performing its obligations under this Agreement because of an occurrence beyond its control and arising without its fault or negligence, including without limitation, war, riots, rebellion, acts of God, acts of lawful authorities, fire, strikes, lockouts or other labor disputes, such failures to perform (except for any payments due hereunder) shall be excused for the duration of such occurrence. Economic hardships, including, but not limited to, recession and depression, shall not constitute Force Majeure events.
O. ENTIRE AGREEMENT: Unless otherwise agreed in writing, this Agreement contains the entire understanding of the Parties and supersedes all verbal or written prior agreements, arrangements, and understandings of the Parties relating to the subject matter stated herein, whether any such document was signed prior to, contemporaneously with or subsequent to execution of this Agreement. The Parties further intend that this Agreement constitutes the complete and exclusive statement of its terms, and that no extrinsic evidence may be introduced to reform this Agreement in any judicial or arbitration proceeding involving this Agreement.
STANDARD RATE CON
2454 Stoney Point Rd, East Berlin PA 17316-9710
Phone: 717-644-1702 Fax: 717-259-9545
OS&D
Honey Locust Farms/Round Hill Logistics (HLF/RHL) must be notified of any overages, shortages, or damages while the driver is still on site. If OS&D occurs after hours, an email must be sent so that it can be addressed the next morning. Disposition for OS&D is the sole responsibility of HLF/RHL, and carriers are not permitted to donate, dispose of, or destroy any product without written approval from HLF/RHL. Failure to report OS&D immediately will result in a $50 fine, as well as delayed payment while it is investigated and any claims resulting from unreported OS&D will be charged back to the carrier.
Paperwork Submission
HLF/RHL requires carriers to mail original copies of all paperwork within 7 days of delivery. All pages & documents must be submitted in order to process payment. Wal-Mart loads must include a trailer control record and ALL pages of the BOL. Costco Loads must include the Costco label given to the driver upon departure. Failure to provide all documentation or failure to send paperwork within 7 days of delivery will result in fines, outlined in page 3 of this contract. Upon receipt of original billable copies and invoice, payment will be processed in 30 days. If no invoice is submitted, payment will be processed in 60 days with this contract standing as final.
Communication
Please use logistics@honeylocust.us as the primary contact for Honey Locust/RHL for matters regarding loads. If no response is given within 30 minutes, please call 888-379-0175. Any issues or delays must be communicated to HLF/RHL immediately, in order to allow a proactive response. Carriers must provide HLF/RHL with the driver’s phone number so that they can be reached in case of an emergency. In/out times must be reported within 2 hours for all pickups and deliveries. If there is detention, supporting documentation must be provided for it to be approved.
Carrier Guidelines
Co-loading or co-mingling shipments with other freight is prohibited. Neither HLF, RHL, or any party to the bill of lading shall be responsible for payment of freight charges on shipments that have been comingled with other freight at any point in transit. IF A LOAD IS FOUND TO BE CO-MINGLED, THIS CONSTITUTES A BREACH OF CONTRACT AND WILL RESULT IN NON-PAYMENT.
Double brokering of freight is expressly forbidden. This contract exists between HLF and the carrier to whom it was tendered, no other entity is permitted to transport, deliver, or otherwise affect this shipment. Neither HLF, RHL, or any party to the bill of lading shall be responsible for payment of freight charges on shipments that have been double brokered at any point in transit. IF A LOAD IS FOUND TO BE DOUBLE BROKERED, THIS CONSTITUTES A BREACH OF CONTRACT AND WILL RESULT IN NON-PAYMENT.
All loads must be sealed between stops. If a seal is not provided, HLF/RHL must be notified before the driver leaves the facility. Seals may only be broken by the receiver, and bills must be marked “seal intact”. Driver must not break the seal, and if asked to do so HLF/RHL must be contacted immediately. Due to FDA and Uniform Food Safety Transportation protocol regulations, receivers cannot accept a load with a broken seal, a different seal number than annotated on the bills, or that arrives unsealed due to possible contamination issues. Carrier waives and releases Honey Locust and all parties to the bill of lading from payment of freight charges on all shipments delivered without the seal intact and carrier shall be conclusively liable for loss, damage, or delay to each such shipment. DO NOT REMOVE SEALS OR OPEN DOORS. BREAKING/REMOVING SEALS CONSTITUES A BREACH OF CONTRACT AND WILL RESULT IN NON-PAYMENT.
Driver must get a clearly printed name and signature or receiving stamp on all bills. Drivers must inspect bills for OS&D before departing each stop. Driver must contact HLF/RHL to confirm clean bills or report OS&D at each stop.
Carrier authorized signature on this confirmation verifies carrier has insurance in the limits required by Broker for any loss or damage to the shipment / liability to the general public.
Hours of service are the sole responsibility of the carrier, and the carrier agrees to comply with all local, state, and federal laws & regulations including but not limited to those set forth by the DOT & other governing agencies.
Pickup and delivery dates & times are the sole responsibility of HLF / RHL. Carriers are not permitted to change, reschedule, or re-set appointments. Carriers with drop privileges must notify HLF/RHL for approval to prior to changing any live unload appointments. Any changes must be done through and approved by HLF/RHL, and any changes made by the carrier will result in fines outlined on page 3.
Carriers are responsible for paying all lumper/unloading fees at the time of delivery. HLF/RHL will reimburse for all lumper/unloading fees upon receipt of a valid receipt. If carriers are unable to pay for lumper/unloading services, HLF/RHL will provide payment via EFS at the expense to the carrier of $25 or 15% of the lumper/unloading fee, whichever is greater.
Accessorials
Detention will be paid at $30/hr after the first 2 hours, beginning at the appointment time. Drivers are ineligible for detention if they do not arrive on time for their appointment. Carriers must provide supporting documentation for detention requests – trailer control record for Walmart locations, sticker label with in/out times for Costco locations, BOL with annotated in/out times, etc.
Layovers will be paid at $100. All layover requests must be approved by HLF/RHL. Delays caused due to carrier fault will not be eligible for layovers.
TONUs will be paid at $100. Carriers are not eligible for a TONU unless the load is cancelled within 1 hour of pickup, and driver has been dispatched by HLF/RHL.
Additional Stop-Offs will be paid at $50 per additional stop. Carriers are only eligible for additional stop-offs if they are sent by HLF/RHL, and the cause of the additional stop is not the fault of the carrier.
Out of Route Miles will be paid at the original rate per mile for the load. Carriers are only eligible for out of route miles if they are sent to another location by HLF/RHL, and the cause of the additional stop is not the fault of the carrier.
Fines
Paperwork Submission - If paperwork is not sent within 7 days from the day of delivery, a fine of $50/day will be applied, based on the postmarked date. If incomplete paperwork is submitted, a fine of $100 per missing item will be applied, as well as $50/day after 7 days from delivery until we receive the missing documents. If the carrier is unable to provide paperwork resulting in HLF/RHL having to obtain them, a fine of $250 will be applied. Submitting complete and accurate paperwork in a timely manner is the sole responsibility of the carrier and is necessary to ensure timely payment. These fines are intended to offset the time and effort that must be spent by HLF/RHL to track down paperwork unnecessarily, as well as any damage to our reputation that may be caused due to delayed payment.
Missed Appointments - Missed appointments will result in a fine of $250 per missed appointment. Any deliveries made before the scheduled appointment time will be considered missed - carriers are not permitted to deliver early unless explicitly permitted by HLF/RHL. Any appointments changed by the carrier will be treated as missed appointments - as previously stated in this contract, scheduling is the sole responsibility of HLF/RHL. Loads that miss Must Arrive By Date (MABD) as set by the customer will be subject to an additional fine of $250 per appointment that has missed MABD. If the carrier informs HLF/RHL that the driver will not be able to make the delivery appointment within 24hrs of the appointment time, that will be considered a missed appointment. If HLF/RHL is notified 24 or more hours before the appointment time, this fine will be reduced to $150. Exceptions to these fines due to events beyond the carrier’s control will be dealt with on a case-by-case basis. When deliveries/MABDs are missed, HLF/RHL may be subject to fines from both our customers as well as receivers. These fines may be applied retroactively - these deductions are in place to offset those fines while allowing HLF/RHL to process payment within a reasonable timeline.
Signature: ____________________________________ Date: ______________
Dunnage Left - No dunnage or trash is to be left on the shipper or receiver’s property. Any carriers found to have left dunnage or trash on site will be fined $250. Carriers are expected to conduct themselves in a courteous and professional manner. These fine serves to compensate the shippers and receivers for time spent cleaning up after carriers, as well as for any damages to HLF/RHL’s reputation caused by the carrier’s actions.
BROKER - CARRIER AGREEMENT 12/31/2020
This Agreement is entered into this _____ day of ____________, _____, by and between Honey Locust Farms and Round Hill Logistics, LLC ("Carrier/Broker"), a Registered Property Broker, Lic. No. DOT/MC- 292032 and 138804, and ___
____________________________________________, a Registered Motor Carrier, Permit/Certificate No. DOT ______
__________ ("CARRIER"); collectively, the "Parties". ("Registered" means operated under authority issued by the Federal Motor Carrier Safety Administration (or its predecessors) within the U.S. Department of
Transportation).
1. CARRIER REPRESENTS AND WARRANTS THAT IT:
A. Is a Registered Motor Carrier of Property authorized to provide transportation of property under contracts with shippers and receivers and/or brokers of general commodities.
B. Shall transport the property, under its own operating authority and subject to the terms of this Agreement;
C. Makes the representations herein for the purpose of inducing BROKER to enter into this Agreement.
D. Agrees that a Shipper’s insertion of BROKER’s name as the carrier on a bill of lading shall be for the Shipper’s convenience only and shall not change BROKER’s status as a property broker nor CARRIER’s status as a motor carrier. BROKER is not a motor carrier and assumes no motor carrier responsibility for cargo loss and damage in the event that the National Motor Freight Traffic Association (NMFTA) (effective in August 2016), form of bill of lading is utilized.
E. Will not re-broker, co-broker, subcontract, assign, interline, or transfer the transportation of shipments hereunder to any other persons or entity conducting business under a different operating authority, without prior written consent of BROKER. If CARRIER breaches this provision, among all other remedies (whether at equity or in law), BROKER shall have the right of paying the monies it owes CARRIER directly to the delivering carrier, in lieu of payment to CARRIER. Upon BROKER’s payment to delivering carrier, CARRIER shall not be released from any liability to BROKER under this Agreement or otherwise, including any claims under MAP-21 (49 U.S.C. § 13901 et seq.). In addition to the indemnity obligation in Par 1.H, CARRIER will be liable for consequential damages for violation of this provision.
F. (i) Is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: transportation of Hazardous Materials (including the licensing and training of Haz-Mat qualified drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; security regulations; owner/operator lease regulations; loading and securement of freight regulations; implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances and alcohol testing, and hours of service regulations; sanitation, temperature, and contamination requirements for transporting food, perishable, and other products, including without limitation the Food Safety Modernization Act, the Sanitary Food Transportation Act of 2005 and the FDA’s Final Rule pertaining to Sanitary Transportation of Human and Animal Food, qualification and licensing and training of drivers; implementation and maintenance of equipment safety regulations; maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; all applicable insurance laws and regulations including but not limited to workers’ compensation. CARRIER agrees to provide proof of compliance upon request.
(ii) Is solely responsible for any and all management, governing, discipline, direction and control of its employees, owner/operators, and equipment with respect to operating within all applicable federal and state legal and regulatory requirements to ensure the safe operation of CARRIERS vehicles, drivers and facilities. CARRIER and BROKER agree that safe and legal operation of the CARRIER and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and information from BROKER or BROKER’s customer with respect to any shipment at any time.
(iii) Section 32919 of MAP-21, establishes a $10,000 fine per occurrence for those entities arranging transportation for compensation, which are not properly registered and licensed. Additionally, by placing this language into law, it affords private parties the ability to act for themselves for unauthorized brokerage activities, without relying on the Federal Government.
G. CARRIER will notify BROKER immediately if its federal Operating Authority is revoked, suspended or rendered inactive for any reason; and/or if it is sold, or if there is a change in control of ownership, and/or any insurance required hereunder is threatened to be or is terminated, cancelled, suspended, or revoked for any reason.
H. CARRIER shall defend, indemnify and hold BROKER and its shipper customer harmless from any claims, actions or damages, arising out of its performance under this Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. Neither Party shall be liable to the other for any claims, actions or damages due to the negligence or intentional act of the other Party, or the shipper. The obligation to defend shall include all costs of defense as they accrue.
I. Does not have an “Unsatisfactory” safety rating issued by the Federal Motor Carrier Safety Administration (FMCSA), U.S. Department of Transportation, and will notify BROKER in writing immediately if its safety rating is changed to “Unsatisfactory” or “Conditional”. Authorizes BROKER to invoice CARRIER’s freight charges to shipper, consignee, or third parties responsible for payment.
J. Has investigated, monitors, and agrees to conduct business hereunder based on the credit-worthiness of BROKER and is granting BROKER credit terms accordingly.
K. On behalf of shipper, consignee and broker interests, to the extent that any shipments subject to this Agreement are transported within the State of California on refrigerated equipment, CARRIER warrants that it shall only utilize equipment which is in full compliance with the California Air Resources Board (CARB) Transport Refrigerated Unit (TRU) Airborne Toxic Control Measure (ATCM) in-use regulations. CARRIER shall be liable to BROKER for any penalties, or any other liability, imposed on, or assumed by BROKER due to penalties imposed on BROKERS customer because of CARRIER's use of non-compliant equipment.
2. BROKER RESPONSIBILITIES:
A. SHIPMENTS, BILLING & RATES: BROKER shall offer CARRIER at least one (1) loads/shipments annually. BROKER shall inform CARRIER of (i) place of origin and destination of all shipments; and (ii) if applicable, any special shipping and handling instructions, special equipment requirements, or value of shipments in excess of the amount specified in Par. 3C(vi) below, of which BROKER has been timely notified.
B. BROKER agrees to conduct all billing services to shippers, consignees, or other party responsible for payment. CARRIER shall invoice BROKER for its (CARRIER’s) charges, as mutually agreed in writing, by fax, or by electronic means, contained in BROKER’s Load Confirmation Sheet(s) / dispatch sheets incorporated herein by this reference. Additional rates for truckload or LTL shipments, or modifications or amendments of the above rates, or additional rates, may be established to meet changing market conditions, shipper requirements, BROKER requirements, and/or specific shipping schedules as mutually agreed upon, and shall be confirmed in writing (or by fax or email) by both Parties. Any such additional, modified, or amended rates, changes in rates shall automatically be incorporated herein by this reference.
C. RATES: Additionally, any rates, which may be verbally agreed upon, shall be deemed confirmed in writing where CARRIER has billed the agreed rate and BROKER has paid it. All written confirmations of rates, including confirmations by billing and payment, shall be incorporated herein by this reference. Rates or charges, including but not limited to stop-offs, detention, loading or unloading, fuel surcharges, or other accessorial charges, tariff rates, released rates or values, or tariff rules or circulars, shall only be valid when their terms are specifically agreed to in a writing signed by both Parties.
D. PAYMENT: The Parties agree that BROKER is the sole party responsible for payment of CARRIER's charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay CARRIER unless the CARRIER fails to provide correct documentation. BROKER agrees to pay CARRIER's invoice within 30 to 45 days of receipt of the bill of lading or proof of delivery, provided CARRIER is not in default under the terms of this Agreement. Payment days are calculated from the invoice date and not the delivery date. If carrier doesn’t invoice within 60 days of delivery deductions to rate con will apply up to the amount of zero. If BROKER has not paid CARRIER's invoice as agreed and has the correct paperwork, and CARRIER has complied with the terms of this Agreement, CARRIER may seek payment from the Shipper or other party responsible for payment after giving BROKER 30 (business days) advance written notice. CARRIER shall not seek payment from Shipper, consignees, or third parties, if they can prove payment to BROKER has been paid. All original paperwork that was given to the driver from the shipper and receiver MUST be turned in with the invoice. Invoice can be mailed to 2454 Stoney Point Rd East Berlin, PA 17316.
E. BOND: BROKER shall maintain a surety bond /trust fund as agreed to in the amount of $75,000 and on file with the Federal Motor Carrier Safety Administration (FMCSA) in the form and amount not less than that required by that agency’s regulations.
F. BROKER will notify CARRIER immediately if its federal Operating Authority is revoked, suspended or rendered inactive for any reason; and/or if it is sold, or if there is a change in control of ownership, and/or any insurance required hereunder is threatened to be or is terminated, cancelled, suspended, or revoked for any reason.
G. BROKER’s responsibility is limited to arranging for, but not actually performing, transportation of a shipper’s freight.
3. CARRIER RESPONSIBILITIES:
A. EQUIPMENT: Subject to its representations and warranties in Paragraph 1 above, CARRIER agrees to provide the necessary equipment and qualified personnel for completion of the transportation services required for BROKER and/or its customers. CARRIER will not supply equipment that has been used to transport hazardous wastes, solid or liquid, regardless of whether they meet the definition in 40 C.F.R. §261.1 et. seq. CARRIER will furnish equipment for transporting cargo which is sanitary, and free of any contamination, suitable for the particular commodity being transported and which will not cause in whole or in part adulteration of the commodity as defined in 21 U.S.C § 342. CARRIER agrees that all shipments will be transported and delivered with reasonable dispatch, or as otherwise agreed in writing.
B. BILLS OF LADING: CARRIER shall sign a bill of lading, produced by shipper or CARRIER in compliance with 49 C.F.R. §373.101 (and any amendments thereto), for the property it receives for transportation under this Agreement. Unless otherwise agreed in writing, CARRIER shall become fully responsible/liable for the freight when it takes/receives possession thereof, and the trailer(s) is loaded, regardless of whether a bill of lading has been issued, and/or signed, and/or delivered to CARRIER, and which responsibility/liability shall continue until delivery of the shipment to the consignee and the consignee signs the bill of lading or delivery receipt. Any terms of the bill of lading (including but not limited to payment and credit terms, released rates or released value) inconsistent with the terms of this Agreement shall be ineffective. Failure to issue a bill of lading, or sign a bill of lading acknowledging receipt of the cargo, by CARRIER, shall not affect the liability of CARRIER.
C. LOSS & DAMAGE CLAIMS:
(i) CARRIER shall comply with 49 C.F.R. §370.1 et seq. and any amendments and/or any other applicable regulations adopted by the Federal Motor Carrier Safety Administration, U.S. Department of Transportation, or any applicable state regulatory agency, for processing all loss and damage claims and salvage. CARRIER agrees that food that has been transported or offered for transport under conditions that are not in compliance with Shipper's or BROKER'S instructions, as provided to CARRIER by Shipper or BROKER, will be considered "adulterated" within the meaning of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. § 342 (i). CARRIER understands and agrees that adulterated shipments may be refused by the consignee or receiver, at destination without diminishing or affecting CARRIER'S liability in the event of a cargo claim. CARRIER shall not sell, salvage or attempt to sell or salvage any goods without the BROKER's express written permission; and
(ii) CARRIER’s liability for any cargo damage, loss, or theft from any cause shall be determined under the Carmack Amendment, 49 U.S.C. §14706 if applicable; however, liability for exempt commodities and processing cargo loss and damage claims shall be determined by: DRC Trading Practices, or Blue Book Transportation Guidelines, or NAPTWG Best Practices by agreement of the Parties and if no agreement then by one of the above associations’ guidelines named above at the selection of the BROKER. and
(iii) Special Damages: CARRIER’s indemnification liability (Par 1.H) for freight loss and damage claims under this sub-par C (ii) shall include legal fees which shall constitute special damages, the risk of which is expressly assumed by CARRIER, and which shall not be limited by any liability of CARRIER under Subp. (ii) above.
(iv) Except as provided in Par 1.E above, neither Party shall be liable to the other for consequential damages without prior written notification of the risk of loss and its approximate financial amount, and agreement to assume such responsibility in writing.
(v) Notwithstanding the terms of 49 CFR 370.9, CARRIER shall pay, decline or make settlement offer in writing on all cargo loss or damage claims within 45 days of receipt of the claim. Failure of CARRIER to pay, decline or offer settlement within this 45 day period shall be deemed admission by CARRIER of full liability for the amount claimed and a material breach of this Agreement.
(vi) CARRIER’s liability for cargo damage, loss, or theft from any cause for any one shipment, under Subp. ii above shall not exceed $100,000.00 unless CARRIER is notified by BROKER or Shipper of the increased value 3 days prior to shipment pick up.
D. INSURANCE: CARRIER shall furnish BROKER with Certificate(s) of Insurance, or insurance policies providing thirty (30) days advance written notice of cancellation or termination, and unless otherwise agreed, subject to the following minimum limits: General liability $1,000,000.00; motor vehicle (including hired and non-owned vehicles) $1,000,000.00, ($5,000,000 if transporting hazardous materials including environmental damages due to release or discharge of hazardous substances); cargo damage/loss, $100,000.00; workers’ compensation with limits required by law. Except for the higher coverage limits which may be specified above, the insurance policies shall comply with minimum requirements of the Federal Motor Carrier Safety Administration and any other applicable regulatory state agency. Nothing in this Agreement shall be construed to avoid or limit CARRIER’s liability due to any exclusion or deductible in any insurance policy.
E. ASSIGNMENT OF RIGHTS: CARRIER automatically assigns to BROKER all its rights to collect freight charges from Shipper or any responsible third party on receipt of payment of its freight charges from BROKER.
F. CARRIER assumes full responsibility and liability for payment of the following items: All applicable federal, state, and local payroll taxes, taxes for unemployment insurance, old age pensions, workers’ compensation, social security, with respect to persons engaged in the performance of its transportation services hereunder. BROKER shall not be liable for any of the payroll-related tax obligations specified above and CARRIER shall indemnify, defend, and hold BROKER harmless from any claim or liability imposed or asserted against BROKER for any such obligations.
4. USE OF TRAILERS AND TRIALER INTERCHANGE:
(Must be reviewed prior to authorization)
5. MISCELLANEOUS:
A. INDEPENDENT CONTRACTOR: The relationship of the Parties to each other shall at all times be that of independent contractors. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship between the Parties. Each Party shall provide sole supervisions and shall have exclusive control over the actions and operations of its employees, and agents used to perform its services hereunder. Neither Party has any right to control, discipline or direct the performance of any employees, or agents of the other Party. Neither Party shall represent to any party that it is anything other than an independent contractor in its relationship to the other Party.
B. NON-EXCLUSIVE AGREEMENT: CARRIER and BROKER acknowledge and agree that this contract does not bind the respective Parties to exclusive services to each other. Either party may enter into similar agreements with other carriers, brokers, or freight forwarders.
C. WAIVER OF PROVISIONS:
(i) Failure of either Party to enforce a breach or waiver of any provision or term of this Agreement shall not be deemed to constitute a waiver of any subsequent failure or breach, and shall not affect or limit the right of either Party to thereafter enforce such a term or provision.
(ii) This Agreement is for specified services pursuant to 49 U.S.C. §14101(b). To the extent that terms and conditions herein are inconsistent with Part (b), Subtitle IV, of Title 49 U.S.C. (ICC Termination Act of 1995), the Parties expressly waive any or all rights and remedies they may have under the Act.
D. DISPUTES: In the event of a dispute arising out of this Agreement, including but not limited to Federal or State statutory claims, the Party's sole recourse (except as provided below) shall be to arbitration. Proceedings shall be conducted under the rules of the: ___ American Arbitration Association, upon mutual agreement of the Parties, or if no agreement, then at BROKER’s sole discretion. Arbitration proceedings shall be started within eighteen (18) months from the date of delivery or scheduled date of delivery of the freight, whichever is later. Upon agreement of the Parties, arbitration proceedings may be conducted outside of the administrative control of the AAA. The decision of the arbitrators shall be binding and final and the award of the arbitrator may be entered as judgment in any court of competent jurisdiction. The rationale and reasoning of the decision of arbitrator(s) shall be fully explained in a written opinion. The prevailing party shall be entitled to recovery of costs, expenses and reasonable attorney fees as well as those incurred in any action for injunctive relief, or in the event further legal action is taken to enforce the award of arbitrators. Arbitration proceedings shall be conducted at the office of the AAA nearest to Harrisburg, Pa or such other place as mutually agreed upon in writing, or by conference call or video conferencing upon agreement of the Parties, or as directed by the acting arbitration association. Provided, however, either Party may apply to a court of competent jurisdiction for injunctive relief. Unless preempted or controlled by federal transportation law and regulations, the laws of the State of Pennsylvania shall be controlling notwithstanding applicable conflicts of laws rules. The arbitration provisions of this paragraph shall not apply to enforcement of the award of arbitration.
(i) (BROKER INITIAL_NAW;CARRIER INITIAL_______) Subject to the time limitation set forth in Subp. D above, for disputes where the amount in controversy exceeds $500.00, BROKER shall have the right, but not the obligation, to select litigation in order to resolve any disputes arising hereunder. In the event of litigation, the prevailing Party shall be entitled to recover costs, expenses and reasonable attorney fees, including but not limited to any incurred on appeals.
(ii) (BROKER INITIAL_NAW; CARRIER INITIAL_________) Subject to the time limitation set forth in Subp. D above, for disputes where the amount in controversy does not exceed $10,000.00, BROKER shall have the right, but not the obligation, to select litigation in small claims court order to resolve any disputes arising hereunder. The prevailing Party shall be entitled to recover costs, expenses and reasonable attorney fees, including but not limited to any incurred on appeals.
(iii) Venue, controlling law, and jurisdiction in any legal proceedings under Subps. i or ii above shall be in the State of Pennsylvania.
E. NO BACK SOLICITATION:
(i) Unless otherwise agreed in writing, CARRIER shall not knowingly solicit freight shipments (or accept shipments) for a period of 12 month(s) following termination of this agreement for any reason, from any shipper, consignor, consignee, or other customer of BROKER, when such shipments of shipper customers were first tendered to CARRIER by BROKER.
(OPTIONAL)
(ii) In the event of breach of this provision, BROKER shall be entitled, for a period of 12 months following delivery of the last shipment transported by CARRIER under this Agreement, to a commission of one hundred fifty percent (150%) of the gross transportation revenue (as evidenced by freight bills) received by CARRIER for the transportation of said freight as liquidated damages. Additionally, BROKER may seek injunctive relief and in the event it is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including, but not limited to, reasonable attorney's fees.
F. CONFIDENTIALITY:
(i) In addition to Confidential Information protected by law, statutory or otherwise, the Parties agree that all of their financial information and that of their customers, including but not limited to freight and brokerage rates, amounts received for brokerage services, amounts of freight charges collected, freight volume requirements, as well as personal customer information, customer shipping or other logistics requirements shared or learned between the Parties and their customers, shall be treated as Confidential, and shall not be disclosed or used for any reason without prior written consent.
(ii) In the event of violation of this Confidentiality paragraph, the Parties agree that the remedy at law, including monetary damages, may be inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating Party from further violation of this Agreement in which case the non-prevailing Party shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney’s fees.
G. The limitations of liability for cargo loss and damage as well as other liabilities, arising out of the transportation of shipments, which originate outside the United States of America, may be subject to the laws of the country of origination.
H. MODIFICATION OF AGREEMENT: This Agreement and Exhibit A et. seq. attached may not be amended, except by mutual written agreement, or the procedures set forth above (Pars 2.B and 2.C).
- Should CARRIER modify any provision of this agreement, whether in handwritten form, modified text or otherwise, such amendment shall not be effective, unless BROKER has initialed such change in close proximity thereto evidencing BROKER’s specific acceptance of such modification.
- Additionally, the provisions of this Agreement shall be deemed to supersede and shall prevail over any conflicting terms set forth in any load confirmation, rate confirmation, dispatch sheet or other document pertaining to this Agreement, whether any such document was signed prior to, contemporaneously with or subsequent to execution of this Agreement.
I. NOTICES:
(i) All notices provided or required by this Agreement, shall be made in writing and delivered, return receipt requested, to the addresses shown herein with postage prepaid; or by confirmed (electronically acknowledged on paper) fax, or by email with electronic receipt.
(ii) The Parties shall promptly notify each other of any claim that is asserted against either of them by anyone arising out of the Parties performance of this Agreement.
(iii) Notices sent as required hereunder, to the addresses shown in this Agreement shall be deemed sent to the correct address, unless the Parties are notified in writing of any changes in address.
J. CONTRACT TERM: The term of this Agreement shall be one year from the date hereof and thereafter it shall automatically be renewed for successive one (1) year periods, unless terminated, upon thirty (30) day's prior written notice, with or without cause, by either Party at any time, including the initial term. In the event of termination of this Agreement for any reason, the Parties shall be obligated to complete performance of any work in progress in accordance with the terms of this Agreement.
K. SEVERANCE: SURVIVAL: In the event any of the terms of this Agreement are determined to be invalid or unenforceable, no other terms shall be affected and the unaffected terms shall remain valid and enforceable as written. The representations, rights and obligations of the parties hereunder shall survive termination of this Agreement for any reason.
L. COUNTERPARTS: This Agreement may be executed in any number of counterparts each of which shall be deemed to be a duplicate original hereof.
M. FAX CONSENT: The Parties to this Agreement are authorized to fax to each other at the numbers shown herein, (or otherwise modified in writing from time to time) shipment availabilities, equipment and rate promotions, or any advertisements of new services.
N. FORCE MAJEURE. In the event that either Party is prevented from performing its obligations under this Agreement because of an occurrence beyond its control and arising without its fault or negligence, including without limitation, war, riots, rebellion, acts of God, acts of lawful authorities, fire, strikes, lockouts or other labor disputes, such failures to perform (except for any payments due hereunder) shall be excused for the duration of such occurrence. Economic hardships, including, but not limited to, recession and depression, shall not constitute Force Majeure events.
O. ENTIRE AGREEMENT: Unless otherwise agreed in writing, this Agreement contains the entire understanding of the Parties and supersedes all verbal or written prior agreements, arrangements, and understandings of the Parties relating to the subject matter stated herein, whether any such document was signed prior to, contemporaneously with or subsequent to execution of this Agreement. The Parties further intend that this Agreement constitutes the complete and exclusive statement of its terms, and that no extrinsic evidence may be introduced to reform this Agreement in any judicial or arbitration proceeding involving this Agreement.
STANDARD RATE CON
2454 Stoney Point Rd, East Berlin PA 17316-9710
Phone: 717-644-1702 Fax: 717-259-9545
OS&D
Honey Locust Farms/Round Hill Logistics (HLF/RHL) must be notified of any overages, shortages, or damages while the driver is still on site. If OS&D occurs after hours, an email must be sent so that it can be addressed the next morning. Disposition for OS&D is the sole responsibility of HLF/RHL, and carriers are not permitted to donate, dispose of, or destroy any product without written approval from HLF/RHL. Failure to report OS&D immediately will result in a $50 fine, as well as delayed payment while it is investigated and any claims resulting from unreported OS&D will be charged back to the carrier.
Paperwork Submission
HLF/RHL requires carriers to mail original copies of all paperwork within 7 days of delivery. All pages & documents must be submitted in order to process payment. Wal-Mart loads must include a trailer control record and ALL pages of the BOL. Costco Loads must include the Costco label given to the driver upon departure. Failure to provide all documentation or failure to send paperwork within 7 days of delivery will result in fines, outlined in page 3 of this contract. Upon receipt of original billable copies and invoice, payment will be processed in 30 days. If no invoice is submitted, payment will be processed in 60 days with this contract standing as final.
Communication
Please use logistics@honeylocust.us as the primary contact for Honey Locust/RHL for matters regarding loads. If no response is given within 30 minutes, please call 888-379-0175. Any issues or delays must be communicated to HLF/RHL immediately, in order to allow a proactive response. Carriers must provide HLF/RHL with the driver’s phone number so that they can be reached in case of an emergency. In/out times must be reported within 2 hours for all pickups and deliveries. If there is detention, supporting documentation must be provided for it to be approved.
Carrier Guidelines
Co-loading or co-mingling shipments with other freight is prohibited. Neither HLF, RHL, or any party to the bill of lading shall be responsible for payment of freight charges on shipments that have been comingled with other freight at any point in transit. IF A LOAD IS FOUND TO BE CO-MINGLED, THIS CONSTITUTES A BREACH OF CONTRACT AND WILL RESULT IN NON-PAYMENT.
Double brokering of freight is expressly forbidden. This contract exists between HLF and the carrier to whom it was tendered, no other entity is permitted to transport, deliver, or otherwise affect this shipment. Neither HLF, RHL, or any party to the bill of lading shall be responsible for payment of freight charges on shipments that have been double brokered at any point in transit. IF A LOAD IS FOUND TO BE DOUBLE BROKERED, THIS CONSTITUTES A BREACH OF CONTRACT AND WILL RESULT IN NON-PAYMENT.
All loads must be sealed between stops. If a seal is not provided, HLF/RHL must be notified before the driver leaves the facility. Seals may only be broken by the receiver, and bills must be marked “seal intact”. Driver must not break the seal, and if asked to do so HLF/RHL must be contacted immediately. Due to FDA and Uniform Food Safety Transportation protocol regulations, receivers cannot accept a load with a broken seal, a different seal number than annotated on the bills, or that arrives unsealed due to possible contamination issues. Carrier waives and releases Honey Locust and all parties to the bill of lading from payment of freight charges on all shipments delivered without the seal intact and carrier shall be conclusively liable for loss, damage, or delay to each such shipment. DO NOT REMOVE SEALS OR OPEN DOORS. BREAKING/REMOVING SEALS CONSTITUES A BREACH OF CONTRACT AND WILL RESULT IN NON-PAYMENT.
Driver must get a clearly printed name and signature or receiving stamp on all bills. Drivers must inspect bills for OS&D before departing each stop. Driver must contact HLF/RHL to confirm clean bills or report OS&D at each stop.
Carrier authorized signature on this confirmation verifies carrier has insurance in the limits required by Broker for any loss or damage to the shipment / liability to the general public.
Hours of service are the sole responsibility of the carrier, and the carrier agrees to comply with all local, state, and federal laws & regulations including but not limited to those set forth by the DOT & other governing agencies.
Pickup and delivery dates & times are the sole responsibility of HLF / RHL. Carriers are not permitted to change, reschedule, or re-set appointments. Carriers with drop privileges must notify HLF/RHL for approval to prior to changing any live unload appointments. Any changes must be done through and approved by HLF/RHL, and any changes made by the carrier will result in fines outlined on page 3.
Carriers are responsible for paying all lumper/unloading fees at the time of delivery. HLF/RHL will reimburse for all lumper/unloading fees upon receipt of a valid receipt. If carriers are unable to pay for lumper/unloading services, HLF/RHL will provide payment via EFS at the expense to the carrier of $25 or 15% of the lumper/unloading fee, whichever is greater.
Accessorials
Detention will be paid at $30/hr after the first 2 hours, beginning at the appointment time. Drivers are ineligible for detention if they do not arrive on time for their appointment. Carriers must provide supporting documentation for detention requests – trailer control record for Walmart locations, sticker label with in/out times for Costco locations, BOL with annotated in/out times, etc.
Layovers will be paid at $100. All layover requests must be approved by HLF/RHL. Delays caused due to carrier fault will not be eligible for layovers.
TONUs will be paid at $100. Carriers are not eligible for a TONU unless the load is cancelled within 1 hour of pickup, and driver has been dispatched by HLF/RHL.
Additional Stop-Offs will be paid at $50 per additional stop. Carriers are only eligible for additional stop-offs if they are sent by HLF/RHL, and the cause of the additional stop is not the fault of the carrier.
Out of Route Miles will be paid at the original rate per mile for the load. Carriers are only eligible for out of route miles if they are sent to another location by HLF/RHL, and the cause of the additional stop is not the fault of the carrier.
Fines
Paperwork Submission - If paperwork is not sent within 7 days from the day of delivery, a fine of $50/day will be applied, based on the postmarked date. If incomplete paperwork is submitted, a fine of $100 per missing item will be applied, as well as $50/day after 7 days from delivery until we receive the missing documents. If the carrier is unable to provide paperwork resulting in HLF/RHL having to obtain them, a fine of $250 will be applied. Submitting complete and accurate paperwork in a timely manner is the sole responsibility of the carrier and is necessary to ensure timely payment. These fines are intended to offset the time and effort that must be spent by HLF/RHL to track down paperwork unnecessarily, as well as any damage to our reputation that may be caused due to delayed payment.
Missed Appointments - Missed appointments will result in a fine of $250 per missed appointment. Any deliveries made before the scheduled appointment time will be considered missed - carriers are not permitted to deliver early unless explicitly permitted by HLF/RHL. Any appointments changed by the carrier will be treated as missed appointments - as previously stated in this contract, scheduling is the sole responsibility of HLF/RHL. Loads that miss Must Arrive By Date (MABD) as set by the customer will be subject to an additional fine of $250 per appointment that has missed MABD. If the carrier informs HLF/RHL that the driver will not be able to make the delivery appointment within 24hrs of the appointment time, that will be considered a missed appointment. If HLF/RHL is notified 24 or more hours before the appointment time, this fine will be reduced to $150. Exceptions to these fines due to events beyond the carrier’s control will be dealt with on a case-by-case basis. When deliveries/MABDs are missed, HLF/RHL may be subject to fines from both our customers as well as receivers. These fines may be applied retroactively - these deductions are in place to offset those fines while allowing HLF/RHL to process payment within a reasonable timeline.
Signature: ____________________________________ Date: ______________
Dunnage Left - No dunnage or trash is to be left on the shipper or receiver’s property. Any carriers found to have left dunnage or trash on site will be fined $250. Carriers are expected to conduct themselves in a courteous and professional manner. These fine serves to compensate the shippers and receivers for time spent cleaning up after carriers, as well as for any damages to HLF/RHL’s reputation caused by the carrier’s actions.
