This transportation agreement (“Agreement”) is entered into by and between Nationwide Auto Logistics, LLC, with its principal place of business at 8421 Amber Hill Ct, Suite 207, Lincoln NE 68526 (hereinafter referred to as “”NWAL”), and the Carrier identified at the end of this contract.
WHEREAS, NWAL has certain transportation needs and utilizes the services of those certain carriers pursuant to NWAL’s carrier qualification program, and Carrier is engaged in the business of transporting new and/or used vehicles (hereinafter referred to as “Vehicles”) by motor vehicle pursuant to contracts under 49 U.S.C. § 14101(b) and as provided in 49 U.S.C. § 13102(4) in interstate commerce, using equipment as required and/or requested for the vehicles being transported and desires to become an approved carrier of NWAL, and
WHEREAS, Carrier desires to provide certain motor carrier transportation and related services (the “Services”) meeting the distinct needs of NWAL; and
WHEREAS, Carrier is authorized to provide such Services, and has the equipment and personnel necessary to provide the Services identified in this Agreement, and NWAL desires to use Carrier’s Services on a non-exclusive basis as a part of its carrier qualification program.
NOW THEREFORE in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:
1. Term. Subject to the provisions contained herein, this Agreement shall remain in full force and effect for a term of one (1) year commencing on the Effective Date. Thereafter, this Agreement shall be automatically extended for one (1) year terms; provided, however, that either party may cancel this Agreement at any time for any reason during any term of this Agreement with written notice to the other party.
2. Transportation Portal.
A. NWAL may provide Carrier a means to access its transportation program interface (the “Portal”). The Portal enables certain carriers: to view details on certain of NWAL’s transportation needs and rates applicable to such services; to offer to provide such services (“Commitment to Dispatch”); if such carrier’s Commitment to Dispatch is accepted, to receive a written confirmation for those offered services (“Confirmation”); and to initiate payment for Services rendered. Carrier may use the Portal only to manage its provision of Services to NWAL. If NWAL provides Carrier access to the Portal, then the Portal may permit Carrier to create one or more passwords or other credentials (“Credentials”) for use in accessing the Portal.
NWAL reserves the right to discontinue using the Portal at any time for any reason, and NWAL may terminate Carrier’s access to the Portal at any time for any reason in its sole discretion.
B. Prohibited Uses. Carrier shall protect the confidentiality of its Credentials. Carrier shall not share or disclose its Credentials to any third party and shall notify NWAL if its Credentials are stolen or leaked. Carrier and its authorized users are solely responsible for any and all acts and omissions that occur under any account or password issued to Carrier (and its authorized users). Carrier (including for Carrier’s authorized users) shall not engage in any unacceptable use of the Portal, which 1 includes (a) interference, disruption or attempt to gain unauthorized access to the Portal; (b) dissemination or transmission of viruses, Trojan horses or any other malicious code or program; or (c) engaging in any other activity reasonably considered by NWAL to conflict with the spirit and intent of the Agreement or the Portal.
3. Corporate Transportation Department.
Transportation Needs Sourced Corporately or Portal Unavailability. Certain other of NWAL’s transportation needs are sourced by the NWAL Transportation Department. Carrier may contact the Transportation Department either via email at firstname.lastname@example.org or via telephone at 402-742-4000 for certain pending transportation needs and the applicable rates. NWAL may notify Carrier in the event that the contact information for Corporate Transportation changes.
A. Party Obligations. Before a Commitment to Dispatch, Carrier has no obligation to provide any services to NWAL, and prior to a Confirmation, NWAL has no obligation to select Carrier for its pending services. After a Commitment to Dispatch, Carrier is obligated to provide such Services in accordance with this Agreement and the instructions provided to Carrier in the Confirmation or otherwise.
B. Rates and Charges. Rates are inclusive of all costs, and all other expenses related to the Services covered by this Agreement shall be paid by Carrier including, but not limited to, all labor costs, additional rules tariffs, vehicle operation and maintenance expenses, and overhead costs. Prior NWAL’s delivery of a Confirmation, the rates may change at any time. No rate quotes contrary to the rates mutually agreed upon by the parties shall be effective. NWAL shall have no obligation to pay the Carrier for any shipments not transported by Carrier. Overcharge, duplicate payment, and unidentified payments will be handled as provided by the “Processing, Investigation and Disposition of Overcharge, Unidentified Payment, Duplicate Payment, or Over-collection Claims” as set forth in 49 C.F.R. §378 as in effect on the date Carrier accepts the shipment.
C. Commitment to Dispatch. When accepting any dispatch for Services, Carrier shall complete the dispatch in its entirety. For example, if a carrier accepts a load of nine dispatched Vehicles, it must provide transport for each of the nine dispatched Vehicles immediately. A Commitment to a Dispatch means the Carrier agrees to move all related vehicles at the stated Rate and will deliver on or before the stated ETA. Carrier must meet its scheduled pickup and delivery dates. If, for any reason, Carrier experiences delays that will result in missing one of these dates, Corporate Transportation must be notified as soon as possible. Carriers must call 402-742-4000 or email us at email@example.com. If the call is made outside normal business hours, the carrier must leave a detailed message.
D. Pick Up and Delivery. Unless NWAL otherwise agrees in writing, Carrier’s pick-up and delivery of all Vehicles to and from store locations must be made during the store location’s receiving hours. The store’s receiving hours are subject to change and it is advisable to call ahead. Pick-up of any Vehicles from an auction must be performed in accordance with the respective auction’s procedures. Carrier shall ensure that all deliveries are received by an employee of the receiving dealer. Carrier shall not leave any Vehicles unsecured or in an unapproved location. Carriers must identify themselves and locate a dealership associate to visually inspect and take receipt of vehicles, as they are off-loaded. Receiving associates will make any necessary exception notice(s) on the bill of lading and submit to Carrier for signature. For pick-ups from other locations, the Services shall be performed in accordance with NWAL’s instructions to Carrier. Carrier shall not leave any Vehicles unsecured or in an unapproved location.
E. Force Majeure. Neither party shall be liable for any delay or failure of performance under this Agreement or interruptions of service resulting directly or indirectly from acts of God, civil or military authority, and acts of the public enemy, wars, accidents, fire, explosions, earthquakes, floods, strikes, and labor disputes, beyond the reasonable control of such party. In the event of any such delay, the Carrier shall take all reasonable steps to protect the Vehicles under shipment, to minimize any delay resulting from such causes and notify NWAL immediately.
Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the Agreement.
6. Carrier Requirements.
A. Carrier must have a DOT rating of “Satisfactory” or better. Carrier agrees to represent NWAL in a professional manner and to provide services under this Agreement in a safe and timely manner. All Services furnished by Carrier hereunder shall be performed efficiently and in accordance with the highest standards for the transportation of the Vehicles.
B. Carrier must have real-time load tracking and communication capability, and Carrier must have the ability to respond to load status requests within a two-hour window. Carrier must assign a point-of-contact to NWAL for all issues related to the Services, including dispatching, invoicing, and claims. Contact information must include appropriate phone numbers, fax numbers and email addresses. Carrier must ensure that its contact information is current and shall send any updates to NWAT90@YAHOO.COM.
7. Invoice Procedures.
Carrier shall provide NWAL with its invoice for services and a Bill of Lading signed by a dealership associate indicating their receipt of the shipment. Carrier shall send its paperwork to:firstname.lastname@example.org
All invoices and bills of lading MUST be in either Microsoft Word or Adobe PDF Format. We will not accept JPEG, Bitmap, or any other type of photo files.
NWAL agrees to pay Carrier within thirty (30) days of NWAL’s receipt of Carrier’s acceptable invoice, UNLESS OTHERWISE STATED ON THE DISPATCH. NWAL shall have no obligation to pay for Services not performed in strict adherence with this Agreement and with NWAL’s delivery instructions. Any payments to be made or required under this Agreement shall be made in any commercially reasonable manner at NWAL’s discretion.
9. Payment Disputes.
In consideration of NWAL’s execution of this Agreement and NWAL’s payment for Carrier’s Services, effective thirty (30) days from the date of such payment by NWAL, Carrier waives all claims for additional charges for each such paid shipment and shall defend, indemnify and hold NWAL harmless from any liability for any such additional charges.
10. Non-Exclusivity and Non-Disclosure.
This Agreement shall not constitute an exclusive arrangement. NWAL shall have the right, at any time and in its sole discretion, to purchase services similar to the Services provided hereunder from service providers other than Carrier. Carrier further agrees that, except as required by applicable law, it will not reveal to anyone the terms of this Agreement, the pricing of transportation services, information concerning the Vehicles, or any other details of the business conducted between Carrier and NWAL. Carrier agrees that because of the confidential nature of its relationship with NWAL, Carrier agrees not to contact or “back solicit” NWAL’s account(s) or divulge any information concerning NWAL’s account to any other party. NWAL acknowledges that Carrier is not obligated to provide any services to NWAL prior to a Commitment to Dispatch.
11. Receipts, Bills of Lading and Freight Bills.
Carrier shall issue a bill of lading and shall sign a receipt for each shipment in its own name. All bills of lading or other form of freight receipt or contract for each shipment (including Carrier’s bill of lading or other form, any terms, conditions, or provisions of such bill of lading or other form) shall be subject to and subordinate to the terms of this Agreement and in the event of a conflict between any such bill of lading or other form and the terms, conditions and provisions of this Agreement, the terms, conditions and provisions of this Agreement shall govern. Upon delivery of each shipment Carrier shall obtain bill of lading, in a form required by NWAL, showing the nature and quantity of Vehicles delivered, the condition of such Vehicles and the date and time of delivery. All notices and other documentation required in this paragraph must be in writing in accordance with this Agreement.
Carrier shall, at its cost and expense, provide all equipment necessary to perform the Services hereunder, including any equipment necessary to load, transport and/or unload the Vehicles, which equipment shall be in good repair, adequate and satisfactory for the Services to be performed under this Agreement.
13. Carrier Licenses and Permits.
Prior to commencing performance under this Agreement, Carrier shall procure, and during the term(s) of this Agreement maintain, at its expense, all licenses and permits required by any local, state or federal government agency for such transportation services and to comply with all federal, state and local laws and regulations now in force and hereafter enacted applicable thereto. Carrier shall provide no services to NWAL until all such licenses and permits have been obtained by Carrier. Carrier warrants and guarantees that it is, or will be when this Agreement is in effect, a motor vehicle contract carrier. Carrier further warrants and guarantees that its common carrier tariffs shall not be applicable to its transportation services rendered pursuant to this Agreement. Carrier shall provide NWAL with a copy of any Contract Carrier Permit required by the United States Department of Transportation and/or any state governmental entity, if applicable.
Prior to Carrier providing any services for NWAL, Carrier shall provide NWAL with Certificates of Insurance naming NWAL as a certificate holder and in a form satisfactory to NWAL evidencing that Carrier has at least: (a) automobile liability and property damage insurance with limits of at least one million dollars ($1,000,000) per accident; (b) general liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence; (c) cargo liability insurance to include loading and unloading with the limits set forth below; and (d) workers’ compensation insurance as required by applicable state laws. Carrier agrees that Carrier’s insurance is primary and NWAL’s insurance, if any, is excess in relation to all policies of insurance required under the terms of this Agreement. The cargo limits are as follows: for transports of one to three Vehicles, Carrier shall have cargo insurance limits of no less than seventy-five thousand dollars ($75,000) per occurrence; for the transport of four to nine Vehicles, Carrier shall have cargo insurance limits of no less than two hundred fifty thousand dollars ($250,000) per occurrence; and for transport of ten or more Vehicles, Carrier shall have cargo insurance limits of no less than three hundred thousand dollars ($300,000) per occurrence. Carrier shall require that such insurance carrier(s) agree to provide NWAL thirty (30) days advance written notice of cancellation or other change that would materially limit the available coverage. Carrier will provide NWAL with replacement certificates of insurance for all renewal or replacement policies required by this Agreement. The maintenance of the insurance pursuant to this Agreement shall not limit or otherwise affect Carrier’s liability under this Agreement, and NWAL shall not be deemed to have waived any right to indemnity hereunder by allowing Carrier to commence, perform, or complete work without having supplied such certificate.
15. Use of NWAL Marks.
This Agreement does not grant by implication, estoppel, or otherwise, any license to any identifying elements related to NWAL’s business, which may include the NWAL name, certain logos, trademarks or service marks (collectively, the “NWAL Marks”). Carrier is expressly forbidden to use samples bearing any NWAL Marks for any public exhibition, including but not limited to sales presentations or trade shows, without NWAL’s express written consent.
This Agreement cannot be assigned by Carrier without the prior written consent of NWAL. NWAL may assign this Agreement to a subsidiary or an affiliate of NWAL without notice to Carrier and without Carrier’s consent.
In addition and without being subject to the insurance coverage requirements set forth in this Agreement, Carrier shall indemnify and hold NWAL and its affiliates and their respective employees, directors, officers, agents and insurers free and harmless from any and all claims (including third party claims), demands, liability, loss or damage of any kind (including, but not limited to, loss of or damage to Vehicles tendered for transportation by NWAL and any environmental remediation or clean-up costs arising from any accident or other intervening event) arising out of, related to or in connection with (a) any breach by Carrier under this Agreement, or (b) the operations, acts or omissions of Carrier or any of Carrier’s affiliates and their respective officers, agents, or employees. NWAL shall indemnify and hold Carrier free and harmless from any and all claims (including third party claims), demands or liability, loss or damage of any kind that are solely attributable to acts or omissions of NWAL.
18. Damages and Claims.
A. Carrier is expected to receive, load, and deliver all Vehicles with the utmost care and consideration. Carrier’s liability for any loss and/or damage and/or destruction to vehicles transported pursuant to this Agreement shall be at Carrier’s sole cost.
B. NWAL shall notify Carrier of any claims related to Carrier’s Services. In the event that Carrier disagrees with or otherwise disputes any portion of such a claim, Carrier shall notify NWAL in writing by fax 402-939-0519, mail or email to NWAT90@YAHOO.COM of such dispute no later than 10 days after Carrier’s receipt of the claim. After such date, Carrier shall have waived its rights to dispute the claim.
19. No Drive Services or Brokers.
Carrier shall provide all Services hereunder as a motor carrier and shall not broker any of the Services provided hereunder. In addition, Carrier shall not drive any Vehicles pursuant to this Agreement.
20. Relationship of Parties.
Nothing in this Agreement shall constitute or be deemed to constitute a relationship of employer and employee, agency, joint venture or partnership between the parties hereto or constitute or be deemed to constitute one party as agent of the other, for any purpose whatsoever. Carrier and NWAL agree that NWAL has no right to control the manner in which the Carrier does the work. Except as expressly provided herein, neither party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
A. This Agreement contains the entire agreement of the parties, and there are no oral or other written agreements, promises, or representations that have not been included herein.
B. This Agreement shall not be changed, modified or altered in any respect except in writing and signed by the parties hereto.
C. The waiver of a breach of this Agreement by either party shall not be deemed a waiver by such party of any subsequent breach.
D. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof.
E. All communications, notices and disclosures required or permitted by this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by messenger or by overnight delivery service, or within five days of being mailed by registered or certified United States mail, postage prepaid, return receipt requested, in all cases addressed to the person for whom it is intended at his address set forth below or to such other address as a party shall have designated by notice in writing to the other party:
If to NWAL: Nationwide Auto Logistics, LLC, 8421 Amber Hill Ct, Suite 207, Lincoln NE 68526
If to Carrier: See address below
F. Other than those provisions of the United States Code and Code of Federal Regulations that specifically govern motor carrier transportation services in interstate commerce, this Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to the conflicts of law provisions thereof. All legal action related to this Agreement between Carrier and NWAL will be instituted only in a federal or state court in the State of Nebraska, and Carrier will submit to personal jurisdiction of these courts in any such legal action. Each party hereby waives its rights to a trial by jury for any disputes between the parties arising from this Agreement.
G. This Agreement may be executed in one or more counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.
Nationwide Auto Logistics, LLC, 8421 Amber Hill Ct, Suite 207, Lincoln NE 68526
Julie Delp _____________________________________________________