Thank you for your interest to partner with SHINE LOGISTICS LLC. To streamline the setup process, we have provided the following packet outlining the specific information we need from you. Please review the below documents that need to be completed:
- PROFILE AND CREDIT APPLICATION
- SHIPPER – BROKER AGREEMENT
- IRS FORM W-9
Feel free to contact +1 916-290-9343 if you have any questions or need any further assistance
FREIGHT BROKERAGE SERVICES AGREEMENT
This Freight Brokerage Services Agreement, (“Agreement” and "Broker Shipper Agreement") dated________20_____ is made by and between Shine Logistics Services LLC (“BROKER”), P.O. Box 293104, Sacramento, California, 95829 and______________________________________________________________, having its office at __________________________________________________________________________ (“SHIPPER”). Broker and Shipper are each a "Party" to this Agreement and are, together, the “Parties” hereto.
WHEREAS Broker is licensed as a Property Broker by the Federal Motor Carrier Safety Administration (FMCSA), pursuant to authority issued in Docket Number MC- 1005978 or by appropriate State agencies; and
WHEREAS Broker is engaged in the business of arranging for motor carrier transportation of manufactured products, agricultural commodities, and processed and unprocessed commodities and foodstuffs in bulk, end-dump, van, open deck, and temperature-controlled trailers; and
WHEREAS, Shipper desires to utilize the services of Broker to arrange for and facilitate the transportation of Shipper’s freight;
NOW THEREFORE, intending to be legally bound, and in consideration of the mutual agreements herein contained, Broker and Shipper agree to the following terms and conditions:
- AGREEMENT TERM
The term of this Agreement shall be one (1) year, commencing on the date shown above, and shall automatically renew for successive one-year periods; provided that either Party may terminate this Agreement on thirty (30) days written notice to the other Party, with or without cause, or as otherwise provided in this Agreement.
It is agreed between the Parties that this agreement supersedes and voids any and all previous contracts and agreements between them as to the brokerage services or any related services identified or contemplated herein.
- FREIGHT BROKERAGE SERVICE
Shipper shall, from time to time, tender to Broker freight for shipment. Broker agrees to arrange for transportation of Shipper’s freight pursuant to the terms and conditions of this Agreement, in accordance with Shipper's specific instructions, and in compliance in all material respects with all federal, state and local laws and regulations relating to the brokerage of the freight covered by this Agreement. Broker agrees that it has entered or will enter into appropriate contracts with motor carriers for the timely completion of the transportation contemplated herein, and that Broker will function as an independent entity, and not as a carrier, in selling, negotiating, and providing for and arranging transportation for compensation, and that the actual transportation of shipments tendered to Broker shall be performed by a non-affiliated independent motor carrier.
III. BROKER’S RESPONSIBILITY
- General Responsibility - Broker’s responsibility shall be limited to arranging for, but not actually performing, transportation of Shipper’s freight, as defined in 49 U.S. Code sec. 13102(2). Broker will arrange for the transportation of Shipper’s freight with motor carriers that are authorized to transport such freight pursuant to applicable regulations, and are qualified and competent to undertake the transportation. Such motor carriers are and will discharge their obligations as independent contractors, and will have exclusive control over their drivers and employees, and are not agents, employees or authorized representatives of Broker or Shipper.
- Insurance and Surety Bond - Broker agrees to procure and maintain at its own expense, at all times during the term of this Agreement, liability coverage of $100,000.00. Broker shall maintain a surety bond or trust fund agreement as required by the Federal Motor Carrier Safety Administration. Broker shall maintain, at its expense, commercial general liability insurance covering bodily injury and property damage, and liability for errors and omissions, in an amount of not less than $1,000,000.00; and shall maintain contingent cargo liability insurance in an amount of not less than $100,000.00 per occurrence.
- RATES AND PAYMENT
It is agreed between the Parties that rates for the transportation of Shipper’s goods will be established by email confirmation and/or through the Load and Rate Confirmation Document provided by Broker. By tendering a shipment to Broker, whether or not the Rate and Load Confirmation is signed by Shipper, Shipper agrees to be bound by that rate provided by the Broker. Shipper also agrees to be bound by the Terms of the Broker/Shipper Agreement. Broker shall invoice Shipper for its brokerage services and a motor carrier's services in accordance with the rates established herein or in the Rate and Load Confirmation. Shipper agrees to pay Broker's invoice within thirty (30) days of receipt of Broker’s invoice. All charges shall be billed and paid in U.S. Dollars.
- SHIPPER'S RESPONSIBILITIES
- Minimum Shipments - Shipper agrees to tender a minimum of one (1) shipment per year to Broker, and Broker agrees to arrange for the transportation of said shipment, as well as any other shipments offered by Shipper, in accordance with Shipper's instructions. Shipper is not prohibited from tendering freight to other brokers, freight forwarders, third-party logistics providers, or directly to motor carriers; and Broker is not prohibited from arranging for transportation of freight for other shippers.
- Payment - Shipper agrees to pay Broker’s face invoice within thirty (30) days of receipt, without deduction for any actual, perceived, or contemplated loss, damage, or delay alleged to be caused by the motor carrier or any other party. Shipper agrees there will be no set off or deduction from Broker’s invoice, and each invoice shall remain separate and independent from every other invoice, despite any actual, contemplated, or threatened claim. Broker will charge, and Shipper agrees to pay, interest at three percent (3%) per month for any amount not paid by the due date. Shipper also agrees to pay all collection costs expended by Broker, including but not limited to the reasonable cost of attorney fees and all related court costs.
- Documentation - Shipper shall be responsible to Broker for providing, for every shipment tendered for transportation, timely and accurate bills of lading, delivery specifications, delivery receipts, and descriptions of the cargo, including but not limited to detailed and accurate dimensions, weight, any special handling or security requirements, temperature requirements, and reasonable security protocols required or desirable to reduce the risk of cargo theft or damage, including blocking or bracing requirements. Shipper agrees to indemnify, hold harmless and defend Broker as a result of any claims made owing to an inaccuracy in a bill of lading, delivery specifications, or description of the cargo including, but not limited to, dimensions, weight, any special handling or security requirements, and reasonable security protocols to reduce the risk of cargo damage or theft.
- Packaging and Preparation - Shipper shall prepare and properly package all shipments appropriately for transportation by motor carrier. Shipper shall ensure that the carriers arranged by Broker have access to adequate loading and unloading facilities for shipments, and that all such facilities shall be maintained in good and safe condition and in compliance with all applicable laws and regulations.
- Delivery Instructions - Shipper must provide all information and instructions that are reasonably necessary for Broker to effectively arrange for the performance of the transportation and related services requested by Shipper in accordance with any applicable laws, rules, regulations or conventions.
- Loading and Unloading - Unless Shipper has requested in writing and Broker agrees in writing, prior to dispatch, to arrange for the motor carrier's provision of loading and unloading services, Shipper will be responsible for ensuring that cargo is properly, timely, and safely loaded, supported, blocked, braced and secured. Shipper will also be responsible for the safe and timely unloading of the property.Furthermore, Shipper will be responsible for expenses and cargo loss and damage arising out of any load shift that occurs during transportation due to improper or insufficient loading, blocking, or bracing.
- Equipment Inspection - Shipper will ensure that all empty containers or trailers tendered for loading will be inspected before loading, and will reject any equipment that is not in apparent suitable condition to protect and preserve the cargo during transportation. Shipper will immediately notify Broker in writing of any rejected equipment.
- Waiver of Liability - Shipper shall waive and release Broker from any and all liability from any loss or damage or injury to Shipper’s property, personnel, or facilities.
- MOTOR CARRIER CONTRACTS
Broker warrants that it has entered into, or will enter into, bilateral written contracts of carriage with each motor carrier it utilizes in the performance of this Agreement. Broker further warrants that all such contracts do or will comply with all applicable federal and state regulations and shall include (but not necessarily be limited to) the following terms:
- Carrier's compliance with all applicable federal, state and local laws, regulations, and requirements relating to the operation and maintenance of its transport vehicles and the provision of its services including, but not limited to, regulations and requirements relating to: (i) transportation of hazardous materials (including the licensing and training of 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; (ii) safety and security; (iii) independent contractor lease requirements; (iv) loading and securement of freight; (v) implementation, maintenance, and observance of driver qualification and licensing, including but not limited to background investigation, hiring, alcohol and controlled substances testing, and hours of service; (vi) equipment safety and maintenance; (vii) sanitation, temperature control, and contamination-avoidance provisions for transporting food, perishables, and other products intended for human consumption; and (viii) maintenance of control over the means and methods of performing the transportation including, but not limited to, performance of its drivers, and observance of all applicable insurance laws and regulations including, but not limited to, workers’ compensation;
- Carrier's agreement not to broker, re-broker, assign, or interline any shipment; however, and despite this provision, Shipper agrees that Broker shall not be held responsible for any damages or claims arising out of a motor carrier’s co-brokerage or re-brokerage in violation of its agreement with Broker;
- Carrier's agreement to defend, indemnify, and hold Broker and Shipper harmless from all damages, claims or losses, including cargo loss and damage, theft, delay, damage to property, and personal injury or death, arising out of the carrier's performance or nonperformance of the Agreement;
- Carrier's agreement that its liability for cargo loss or damage or delay shall be governed generally by 49 USC §14706 (the Carmack Amendment);
- Carrier's agreement to maintain, during the term of its contract with Broker, insurance coverage with limits not less than the following:
Auto Liability: $1,000,000.00 per occurrence
Cargo Liability: $ 100,000.00 per occurrence
Worker’s Compensation: As required by law
- Carrier's agreement that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims for loss, damage, and injury or delay to property;
- Carrier's agreement that Broker is the sole party responsible for payment of Carrier’s charges.
VII. RECEIPTS AND BILLS OF LADING
- If requested by Shipper, Broker agrees to provide Shipper with proof of acceptance and delivery of shipments in the form of a signed Bill of Lading or Proof of Delivery via U.S. Mail, courier, or electronically by fax or email. Broker shall not be held responsible for Carrier’s failure to obtain any requested documentation regarding delivery.
- Carrier, not Broker, shall be named on the bill of lading as “Carrier of Record” and any designation of Broker as the “Carrier” shall be unenforceable and of no effect. Shipper’s insertion of Broker’s name on the bill of lading shall be for Shipper convenience only, and shall not change Broker’s status solely as a property broker, nor Carrier’s status as a motor carrier.
- The terms and conditions of any freight documentation used by Broker or any Carrier selected by Broker shall not supplement, affect, or modify the terms of this Agreement. Consignee cannot refuse or decline to accept Shipment unless it is claimed to be undervalued, damaged or short.
VIII. FREIGHT CLAIMS
- Shipper must file all claims for cargo loss, damage, shortage, or delay directly with the motor carrier. Lawsuits must be filed in accordance with the provisions of subparagraph e below.
- Broker, in its own discretion, may offer guidance to Shipper in the filing and/or processing of claims with the carrier, and will assume the filing or processing of a claim on behalf of Shipper only after Shipper assigns to Broker all rights and interest Shipper may have in all causes of action against the Carrier.
- If payment of any claim is offered or contemplated by Broker to Shipper, payment can be made only in exchange for Shipper's assignment of its rights and interest in the claim to Broker, so as to allow Broker individually to recover its payment to Shipper of the claim.
- In the event of a claim for delay in delivery, cargo loss, damage, or shortage, Shipper agrees to notify Broker immediately by telephone, electronic mail notice, or facsimile notification, and to subsequently submit to Broker a written claim, fully supported by all relevant documentation, including but not limited to the signed delivery receipt, identifying the nature and cause of the claim for cargo damage, loss, or delay, within thirty (30) days from the date of such loss, shortage, delay, or damage, which for purposes of these Terms and Conditions shall be the delivery date or, in the event of non-delivery, the scheduled delivery date.
- Any civil action in a court of law for cargo loss, damage, or delay must be filed within two (2) years from the date that the Carrier has disallowed the claim or any part of the claim.
- No claims or allowances for shortage, loss, damage, or delay will be considered unless clearly noted on the delivery receipt or bill of lading signed by the consignee at delivery.
- LIMITS OF LIABILITY
- It is understood and agreed between the Parties that Shine Logistics Services is acting herein as a broker and is not acting as a carrier, and that the Broker shall not be held liable for loss, damage, or delay in the transportation of Shipper's property.
- Cargo liability for any one shipment shall not exceed $100,000.00, unless Broker is notified by Shipper prior to shipment pickup of the increased value, with sufficient and reasonable advance opportunity to advise the carrier to procure additional insurance coverage and for such additional coverage to be obtained and become effective.
- Notwithstanding anything in this Agreement to the contrary, the maximum aggregate amount of Broker’s liability for any and all damages, if any, shall be limited to the revenue derived by Broker from the single bill of lading accompanying the shipment giving rise to the claim.
- In no event shall Broker or Broker’s contracted carrier be liable to Shipper for special, incidental, or consequential damages that relate to loss, damage, or delay to a shipment, unless Shipper has informed Broker, in written or electronic form prior to or when tendering a shipment or series of shipments to Broker, of the potential nature, type, and approximate amount of such anticipated or contemplated consequential damages, and Broker specifically agrees in written or electronic form to accept responsibility for such damages.
- FORCE MAJEURE
Broker shall not be liable for any loss, damage, delay, or failure to perform caused by or attributable to acts of God, government or civil authority, inclement weather, fires, floods, construction, highway obstruction or closure or detour, traffic, accidents, public enemy, inherent nature or vice of the cargo, strikes, labor disputes, lockouts, riot, war, or other causes beyond its control.
Shipper shall indemnify, defend and save BROKER, its employees, and agents harmless from and against any and all liability, claims, loss, costs, fines, penalties, expenses (including attorney’s fees), judgments, or demands on account of damage of any kind whatsoever, including but not limited to cargo loss, damage, or delay, property damage, personal injury or death, and payment of rates and/or accessorial charges to Carriers, or any combination thereof, suffered or claimed to have been suffered by any person or persons, arising out of Shipper’s performance or nonperformance under this Agreement. The obligation to defend shall include payment of all costs of defense as they accrue.
XII. INDEPENDENT CONTRACTOR
It is understood between Broker and Shipper that Broker is not an agent for the Carrier or Shipper, and is and shall always remain an independent contractor. Shipper shall not exercise or retain any control or supervision over Broker, its operations, employees, or contracted motor carriers. This Agreement does not create a partnership, joint venture, or any other business association or combination between Broker and Shipper.
Other than as required to comply with law or legal process requiring disclosure, the Parties agree to the following:
- It is understood and agreed that the contents of this Agreement and any other proprietary information or trade secrets of any party which may be made available from time to time and related thereto are confidential and shall not be divulged except, as may be necessary, to the parties’ affiliates, tax or legal counsel, or as required by applicable law or regulation. Broker will hold confidential and not disclose to any third party without written consent, and will not use for its own purposes outside the provision of services under this Agreement, any information regarding Shipper or Shipper’s business. Shipper shall keep Broker’s rates confidential, and Broker agrees to keep confidential its rates invoiced to Shipper. The parties’ obligations and duties hereunder shall survive the termination or expiration of this Agreement.
- In the event of violation of this Confidentiality paragraph, the Parties agree that any 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.
During the term of Agreement, and for a period of one (1) year immediately thereafter, Shipper agrees not to solicit any employee or independent contractor of the Broker for itself or on behalf of any other business enterprise, nor shall Shipper induce any employee or independent contractor associated with the Broker to terminate or breach an employment, contractual, or other relationship with the Broker.
- ASSIGNMENT/MODIFICATIONS OF AGREEMENT
Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party. No amendment or modification of the terms of this Agreement shall be binding unless made in writing and signed by the Parties.
In the event that the operation of any portion of this Agreement results in a violation of any law, or any provision is determined by a court of competent jurisdiction to be invalid or unenforceable, the Parties agree that such portion or provision shall be severed and of no effect, and that the remaining provisions of the Agreement shall continue in full force and effect. The representations and obligations of the Parties shall survive the termination or expiration of this Agreement.
The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect the right to require such performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision.
All notices, requests, consents, approvals, and other communications that are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given or made when sent by e-mail, facsimile (with machine imprint on paper evidencing successful transmission), certified mail (return receipt requested, with all postage prepaid), or overnight courier service, and shall be addressed to Broker as follows:
Shine Logistics Services LLC, P.O. Box 293104, Sacramento, California 95829-9583.
XIX. CHOICE OF LAW AND VENUE
All questions concerning the construction, interpretation, validity, and enforceability of this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California, USA, and the County of Sacramento, without giving effect to any choice of law or conflict of law provision or rule, that would cause the laws of any other jurisdiction to apply. State and federal courts located in California with jurisdiction over Sacramento shall have primary but not exclusive jurisdiction of any dispute arising out of this Agreement.
- ENTIRE AGREEMENT
This Agreement and any addenda shall constitute the entire Agreement of the parties, and shall supersede all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed or implied, with respect to the subject matter hereof between the Parties.
In witness of the above, the Parties have caused this Agreement to be executed in their respective names by their authorized representatives on the dates below:
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