CoBroker Pro: Terms and Conditions

Introduction

CoBrokerPro, a product unit of Translogistics Inc. (hereinafter referred to as “Company”), agrees to provide the services agreed upon by and between the Company and its enrolled customers, shippers, consignors, and consignees (hereinafter collectively referred to as “Customer”) subject to these terms and conditions (“T&C”). Please note that CoBrokerPro is not a motor carrier but a transportation service offering freight brokerage technology and freight brokerage services.

Service

1. Authorization and Compliance: The Company represents and warrants that it is authorized to arrange for the transportation of the Customer’s freight in compliance with all applicable federal, state, and local laws and regulations related to freight brokerage. The Company’s responsibility under this Agreement is limited to arranging for transportation services and not performing the transportation itself. The Company is an independent entity engaged in selling, negotiating, and arranging transportation services and is licensed by the Department of Transportation (DOT), Federal Motor Carrier Safety Administration (FMCSA), and other required governmental agencies. The Company is a broker, not a freight carrier, or a freight forwarder, or an agent for a freight carrier.
2. Customer Compliance: The Customer represents and warrants compliance with all applicable laws, rules, and regulations related to its transportation service requests. The Customer must immediately inform the Company of any failure to comply with these obligations.
   1. By agreeing to these T&C, the Customer acknowledges that no agent or employee of either party may alter these terms.
   2. Individuals acting on behalf of the Customer warrant that they have the authority to bind the Customer legally.
3. Carrier Responsibilities: Customers acknowledge that carriers provide transportation services subject to their own provisions, restrictions, and limitations, including those on certain commodities, liability, cargo claims, liability limits, and proper commodity descriptions.
   1. The Company assumes no liability for any loss or expense arising from the Customer or carrier’s failure to comply with these provisions.
   2. The Customer agrees to indemnify and hold the Company harmless from any claims arising from such failure.
4. Supersession of Agreements: These T&C supersede all prior agreements, representations, warranties, statements, promises, and understandings between the parties, whether written or oral, except as stated herein. In the event of a separate contractual agreement, only conflicting terms in that agreement will take precedence, and must be pointed out in an addendum as a T&C exception.
5. Descriptions and Charges: Incorrect descriptions, densities, sizes, or weights may lead to re-weighs or re-classifications, resulting in higher rates. Additional charges may apply for services such as lift gate services, inside delivery, oversize dimensions, tractor or trailer detention, driver assistance, and other accessorial services. Once the Company has contracted with a Carrier, the scheduled load must be tendered to the Carrier as requested, or an equipment-not-used fee will be assessed.

• Customer reserves the right to contact CoBrokerPro to ask about alternative modes of transportation, along with freight quotes at the time of tendering.
• Customer is responsible for all accessorial, reclassification, and reweigh charges that carriers bills Company for, which includes excess charges invoiced after the initial quote at time of tendering.

6. Amendments to Quotes: The Company reserves the right to amend or adjust quoted amounts or re-invoice the Customer if the original quote was based on incorrect information, if additional services were required, or if necessary to perform transportation and delivery functions.
   1. Amendments to charges also includes reconsignments or shipment refusals.
7. Transit Times: Displayed transit times are estimates only. Pickup dates are not guaranteed unless agreed upon in writing via email or TMS. In such cases, the carrier’s guarantee terms shall govern.

Payment

1. Credit Approval: The Customer is subject to credit approval, which may be revised or established at any time based on the Customer’s financial condition, payment history, and relationship with the Company. Upon credit approval, all charges are payable in US dollars. The Company will invoice the Customer for its services based on mutually agreed rates and charges.
2. Payment Terms: The Customer agrees to pay the Company’s invoice within fourteen (14) days of the invoice date without deduction or setoff. Written exceptions of up to thirty (30) days total from time of shipment pickup date can be provided at discretion of Company. Payments are applied to specified invoices regardless of earlier unpaid invoices. Late payments are subject to an additional charge of 1.5% per month or the highest rate permitted by law, whichever is more. In the event of collection efforts, the Customer shall be liable for all related costs, including attorney and collection agency fees.
3. Credit Card and Electronic Payments: When paying by credit card or electronic funds, the Customer agrees to be responsible for all charges and adjustments. Disputes must be raised within thirty (30) business days of the invoice date. Failure to dispute within this period will result in denial of the disputed item.
4. Freight Payment: Payment to the Company relieves the Customer of liability to the carrier for non-payment of freight charges. The Company indemnifies the Customer against freight payment claims brought by carriers when the Customer has paid the Company and the Company has failed to pay the carrier.

Cargo Liability & Claims

1. Cargo Claims: The Company shall have no liability for cargo loss, damage, destruction, or delay but will assist in the claims process. The carrier’s liability and claims process are determined by the Carmack Amendment (49 U.S.C. 14706) and 49 C.F.R. §370.1 et seq. The Company will not accept claims on behalf of the carrier.
2. Insurance Coverage: The carrier’s General Rules Tariff determines standard liability cargo insurance coverage. Additional insurance must be requested in advance of shipment pickup. The maximum cargo liability for a dedicated Truckload shipment is $100,000, with limits on used or household goods as low as $0.10 per pound.
3. Claims Process: All claims must be submitted within 30 days after delivery, with concealed damage claims submitted within 3 days. Concealed damage claims made after 5 days of delivery will receive 0% in settlement. Freight inspection upon delivery is the Customer’s responsibility. Trailer inspection is the responsibility of shipper and consignee. Claims for damages not noted upon delivery may not be honored, it is the discretion of the motor carrier. Actions to enforce claims must comply with all legal procedures and be brought within one year of the carrier’s disallowance.

Rates

• Rate Agreement: All rates are based on agreed pickup/delivery terms and shipper load/consignee unload terms.
• Additional fees may apply for various services, including detention and driver assistance.

Indemnification

• Indemnity: The Customer agrees to indemnify and hold the Company harmless from any claims, including attorney’s fees and costs, arising from the Services or the Customer’s breach of these T&C.
• This indemnity excludes liability caused solely by the Company’s negligence.

Independent Contractors

Independent Relationship: The Customer and the Company intend to create an independent contractor relationship, not a joint venture, partnership, or employer/employee relationship.

Compliance

• Legal Compliance: The Customer must agree to maintain compliance with all applicable laws, including those related to the transportation of Hazardous Materials, security, driver safety, and food transportation.
• Reference Numbers: It is the responsibility of the Customer to populate shipping documents including the Bill of Lading with accurate NMFC numbers, UN, HTS, and DOT references.

Disclaimer

• No Warranties: The Company makes no warranties regarding pick-ups, deliveries, or its website, except as expressly agreed in writing.
• The Company is not liable for special, incidental, punitive, or liquidated damages.

Legal Restraint and Force Majeure

Force Majeure: Performance by either party affected by causes beyond their control, such as fire, labor strife, war, weather conditions, acts of terrorism, or governmental regulations, will be suspended during such interruption. The affected party must notify the other promptly.

Dispute Resolution

Governing Law: This Agreement is governed by the laws of Pennsylvania, with disputes resolved in Chester County, Pennsylvania.

Ease of Use

Bill of Lading: For ease of use, the Company may issue a bill of lading listing ‘Translogistics’ as the carrier for ease-of-use paperwork purposes. Translogistics Inc (TLI) is not a carrier and is not liable for associated claims or litigation costs.

By utilizing the services of CoBrokerPro, the Customer agrees to these Terms and Conditions, ensuring the protection and compliance of all parties involved.