...

|

Titan logo in bold black font with geometric design elements.
(888) 500-8884

Get a Quote

Titan logo in bold black font with geometric design elements.

888-500-8884

Get A Quote

Shipper Terms & Conditions

These Terms and Conditions (“Terms and Conditions”) apply to all brokerage services provided by Titan Worldwide LLC (“BROKER”). SHIPPER’s tender of any shipment to BROKER, or BROKER’s arrangement of transportation services for SHIPPER, shall constitute SHIPPER’s acceptance of these Terms and Conditions. BROKER and SHIPPER may be referred to herein individually as a “Party” and collectively as the “Parties.” To the extent any shipment-specific written agreement executed by authorized representatives of both Parties conflicts with these Terms and Conditions, such shipment-specific written agreement shall control solely with respect to the affected shipment.

1. DEFINITIONS

  • For purposes of this Agreement, “CARRIER” means any duly authorized motor carrier engaged by BROKER to transport SHIPPER’s freight.

2. CAPACITY OF PARTIES

  • SHIPPER shall tender shipments to BROKER solely as the shipper of record and principal. BROKER shall act solely as a licensed property broker in arranging transportation for such shipments and shall not be deemed a motor carrier, freight forwarder, warehouseman, or bailee under any circumstances.

3. SERVICES

  • BROKER is a licensed property broker authorized by the Federal Motor Carrier Safety Administration (“FMCSA”) to arrange freight transportation. To satisfy some of SHIPPER’s transportation needs, SHIPPER desires to utilize the services of BROKER to arrange for the transportation of certain shipments tendered by SHIPPER (the “Services”). BROKER’s responsibility in performing the Services shall be limited to arranging for, but not actually performing, the transportation of SHIPPER’s freight. The Parties may, by written agreement executed by authorized representatives of both Parties, include additional service terms.

4. SHIPPER AUTHORITY

  • a.  It has full right, power, and authority to tender each shipment to BROKER and to engage BROKER to arrange transportation services, including the use of underlying motor carriers.
  • b.  It is the shipper of record for each shipment tendered under this Agreement or is otherwise duly authorized by the shipper of record or cargo owner to tender such shipment to BROKER for transportation services.
  • c.  It shall not re-broker, co-broker, assign, or otherwise tender any shipment subject to this Agreement to another broker or intermediary without BROKER’s prior written consent.
  • d.  All shipment information and instructions provided by SHIPPER shall be true, accurate, and complete in all material respects.

5. SHIPPER AUTHORITY

  • SHIPPER shall not re-broker, co-broker, assign, or otherwise tender any shipment subject to this Agreement to any third-party broker under any circumstances. SHIPPER represents and warrants that it has full authority to tender each shipment to BROKER for transportation services. Any violation of this provision shall constitute a material breach of this Agreement and shall result in immediate termination of this Agreement and forfeiture of any amounts otherwise due to SHIPPER in connection with the affected shipment(s).

6. PAYMENT FOR SERVICES

  • a.  Rates and Charges. SHIPPER shall pay BROKER for all Services at the agreed-upon rates and charges as stated in the Rate Confirmation or other written agreement between the parties, including all applicable processing fees. All quotes, estimates, and proposed rates are subject to CARRIER availability, market conditions, equipment availability, shipment accuracy, permitting requirements, escort requirements, route restrictions, and final written confirmation by BROKER. BROKER shall not be obligated to arrange transportation at any quoted or estimated rate unless and until BROKER has engaged a CARRIER and confirmed the applicable rate in writing.
  • b.  Payment in full is due immediately upon dispatch, which shall mean the time BROKER engages a CARRIER for SHIPPER’s shipment. Unless SHIPPER has been formally approved for credit terms in writing by BROKER, no CARRIER will be assigned and no transportation services will proceed until payment has been received and cleared.
  • c.  If BROKER extends credit terms, invoices shall be due and payable within the period agreed upon by both parties in writing. Interest at the lesser of one percent (1%) per month or the maximum rate permitted by law shall accrue on any unpaid balance from the due date until paid in full. BROKER reserves the right to withhold further services, delay dispatch, or suspend performance for any delinquent accounts.
  • d.  In accordance with 49 U.S.C. § 14101(b)(1) and UCC § 7-307, BROKER reserves the right to withhold dispatch, release, or delivery of any shipment until payment has been received as required under this Agreement. Such rights shall apply to all freight tendered under these Terms and Conditions and shall be enforceable to the fullest extent permitted by law. In the event SHIPPER fails to remit payment as agreed, BROKER may suspend or delay performance without liability, and SHIPPER shall remain responsible for all costs, storage, and accessorial charges incurred during such delay.
  • e.  Except as otherwise provided in these Terms and Conditions, each party must bring any civil action to recover damages or amounts claimed under these Terms and Conditions within two (2) years from the date of shipment. Any matters not filed within the above limitations period shall be deemed waived.

7. OBLIGATIONS

  • a. SHIPPER’s Obligations:
    • i. SHIPPER shall provide BROKER with timely, complete, and accurate shipment information and instructions for each shipment, including but not limited to dimensions, weight, commodity description, VIN, unit identification, declared value, pickup and delivery information, and any special handling, loading, unloading, securement, routing, permit, escort, or security requirements.
    • ii. SHIPPER shall ensure that an authorized representative is present at pickup and delivery, or shall designate an authorized agent to act on its behalf; if the consignee or its authorized agent is unavailable or refuses delivery for any reason, SHIPPER shall be responsible for all resulting storage, redelivery, delay, and related charges.
    • iii. SHIPPER shall ensure that all cargo is properly prepared, packaged, loaded, blocked, braced, and otherwise capable of withstanding the ordinary rigors of transportation, unless otherwise expressly agreed in writing, and shall provide BROKER in advance with written notice and any necessary drawings, specifications, or instructions for any special lifting, handling, blocking, bracing, securement, covering, or other transportation requirement; BROKER shall not be responsible for the structural integrity, inherent vice, defective condition, packaging, or cosmetic condition of the cargo.
    • iv. Any shipment with a declared cargo value in excess of $100,000 must be disclosed by SHIPPER in writing at the time of quote request and must be expressly accepted in writing by BROKER prior to dispatch; absent such written acceptance, SHIPPER acknowledges and agrees that the shipment shall be tendered subject to the applicable CARRIER’s cargo liability limits, and BROKER shall have no obligation or liability for any uninsured or underinsured portion of such value.
  • b. BROKER’s Obligations:
    • i. BROKER shall, in its capacity as a licensed property broker, use commercially reasonable efforts to arrange transportation of SHIPPER’s shipments through duly authorized CARRIERS and shall maintain written contractual arrangements with the CARRIERS it engages.
    • ii. BROKER shall comply with all applicable federal, state, and local laws, rules, and regulations to the extent such laws, rules, and regulations govern the brokerage services provided under this Agreement.
    • iii. BROKER shall notify SHIPPER within a reasonable time after becoming aware of any material accident, theft, hijacking, spill, refusal, delay, or other material event that may adversely affect the transportation or delivery of a shipment.
    • iv. BROKER shall use commercially reasonable efforts to communicate any request for additional instructions regarding the delivery, storage, disposition, or handling of refused or undeliverable freight as soon as reasonably practicable after becoming aware of the issue.
    • v. Upon SHIPPER’s request, BROKER shall provide available proof of pickup and delivery, including signed bills of lading, delivery receipts, or electronic delivery records, and SHIPPER agrees that electronic signatures, scanned copies, and digitized records shall constitute acceptable proof of service.
    • vi. SHIPPER’s insertion of BROKER’s name on any bill of lading, delivery receipt, or other shipping document shall be for convenience only and shall not alter BROKER’s status as a property broker or create any motor carrier, freight forwarder, bailee, warehouseman, or other possession-based responsibility on the part of BROKER.
    • vii. Bills of lading and delivery receipts shall serve solely as shipment receipts and records of pickup and delivery, and any preprinted or incorporated terms, tariffs, classifications, service guides, or other provisions appearing on such documents that conflict with this Agreement shall be null and void.
    • viii. BROKER shall take commercially reasonable steps to contractually require its CARRIERS to maintain policies of insurance as follows: (i) cargo insurance with minimum limits of liability of $100,000 per occurrence; (ii) automobile liability insurance with minimum limits of liability of $1,000,000 combined single limit for bodily injury and property damage; (iii) comprehensive general liability insurance with minimum limits of $1,000,000 per occurrence, only if requested in writing by SHIPPER; and (iv) workers’ compensation insurance with minimum limits as required by applicable law; SHIPPER acknowledges and agrees that BROKER does not provide cargo insurance and does not guarantee the existence, sufficiency, or applicability of any insurance maintained by any CARRIER; SHIPPER further acknowledges that CARRIER insurance limits may be less than the full value of the shipment and that BROKER shall have no obligation to verify coverage beyond obtaining a certificate of insurance or similar documentation; any request for additional insurance, including but not limited to shipper’s interest or all-risk coverage, must be made by SHIPPER and expressly confirmed in writing by BROKER prior to dispatch; absent such written confirmation, SHIPPER assumes all risk for any uninsured or underinsured loss, and BROKER shall have no liability for any such loss.

8. LIABILITY

  • a. SHIPPER’s Liability:  SHIPPER shall be directly liable to BROKER for all freight charges, accessorial charges, costs, expenses, losses, and liabilities arising out of or related to SHIPPER’s acts, omissions, delays, cancellations, inaccurate or incomplete shipment information, failure to tender freight as agreed, consignee refusal, or breach of this Agreement, including but not limited to Truck Order Not Used (“TONU”), detention, layover, storage, redelivery, reconsignment, permit-related charges, escort cancellation charges, lumper fees, and any other shipment-related accessorials; if a shipment is cancelled after a CARRIER has been engaged or dispatched, SHIPPER shall pay a TONU charge of not less than $300 for standard legal shipments and, for any oversized, overweight, or specialized shipment requiring heavy-haul or specialized equipment, the greater of $800 or the actual CARRIER charge plus twenty percent (20%) to cover administrative and coordination costs; layover shall apply whenever a CARRIER is unable to load or unload on the scheduled date through no fault of the CARRIER or BROKER and shall be charged at not less than $1,800 per day for standard legal shipments and $3,000 per day for oversized, overweight, or specialized shipments; detention shall apply for all time beyond any free time allowed by the CARRIER at pickup or delivery and shall be charged at not less than $75 per hour for standard legal shipments and $150 per hour for oversized, overweight, or specialized shipments, unless otherwise agreed in writing; BROKER reserves the right to revise any quote, rate, or shipment charge after acceptance if the actual commodity, dimensions, weight, value, handling requirements, pickup or delivery conditions, or other shipment characteristics differ from those represented by SHIPPER at the time of booking; SHIPPER’s payment obligation to BROKER shall be absolute and shall not be contingent upon SHIPPER’s receipt of payment from any customer or any third party.
  • b.  Default; Suspension of Services; Collections: If SHIPPER fails to timely pay any amount due under this Agreement or with respect to any shipment tendered hereunder, BROKER may, without liability and in addition to any other rights or remedies available at law or in equity, suspend performance, refuse to arrange further transportation services, cancel pending shipments, and require all future services to be provided on prepaid terms; all past-due amounts shall accrue interest at the lesser of one percent (1.0%) per month or the maximum rate permitted by applicable law, from the due date until paid in full; SHIPPER shall reimburse BROKER for all costs incurred in collecting unpaid amounts, including reasonable attorneys’ fees, court costs, collection agency fees, and administrative costs; no extension of credit, acceptance of partial payment, or delay in enforcement by BROKER shall constitute a waiver of BROKER’s right to strict compliance with the payment terms of this Agreement; BROKER’s rights and remedies under this Agreement shall be cumulative and may be exercised separately or concurrently.
  • c. BROKER’s Liability:

    BROKER is a licensed property broker and not a motor carrier, freight forwarder, warehouseman, or bailee with respect to the services performed under this Agreement. BROKER’s responsibility is limited to arranging transportation through duly authorized CARRIERS and BROKER shall not be liable for cargo loss, damage, shortage, delay, or the acts, omissions, negligence, default, cancellation, refusal, no-show, equipment failure, driver unavailability, or failure to perform by any CARRIER or other third party. BROKER does not guarantee CARRIER availability, transportation capacity, pickup dates, delivery dates, transit times, equipment availability, or that transportation can be arranged at any quoted, estimated, or previously offered rate. Any quote, estimate, rate, pickup date, delivery date, or transit time provided by BROKER is based on information available at the time provided and is subject to change until a CARRIER has been engaged and confirmed in writing by BROKER. BROKER shall not be liable for any claim, cost, loss, penalty, charge, project delay, loss of use, lost profit, business interruption, replacement transportation cost, or other damages arising out of or related to BROKER’s inability to secure a CARRIER, inability to secure a CARRIER at a quoted or estimated rate, market rate changes, capacity shortages, CARRIER cancellation, CARRIER refusal, CARRIER no-show, dispatch delay, permit delay, escort delay, route restriction, regulatory restriction, weather event, road closure, or any other circumstance outside BROKER’s direct control. If BROKER is unable to arrange transportation or SHIPPER elects not to proceed with a revised rate, SHIPPER’s sole and exclusive remedy shall be a refund of any amounts prepaid for transportation services not performed, less any actual costs, administrative fees, permit fees, escort fees, CARRIER cancellation charges, or other charges already incurred by BROKER in connection with the shipment. BROKER’s liability to SHIPPER for any claim arising out of or related to this Agreement or the services performed hereunder, if any, shall be limited to the amount of compensation actually received by BROKER for the specific shipment giving rise to such claim, and in no event shall BROKER be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages.

9. CLAIMS

  • a. Freight Claims: SHIPPER must notify BROKER of any claims for cargo loss, damage, or shortage within nine (9) months of the date of delivery or, in the event of non-delivery, the scheduled delivery date; the underlying motor carrier’s cargo liability for any one shipment shall not exceed $100,000 unless a higher value is declared by SHIPPER and expressly accepted in writing by BROKER prior to shipment pickup; SHIPPER acknowledges that BROKER is not a motor carrier and shall not be liable for cargo loss, damage, or delay under any circumstances, except to the extent directly caused by BROKER’s gross negligence or willful misconduct; BROKER may, as a courtesy and without assuming any liability, assist SHIPPER in pursuing claims against the responsible motor carrier, however SHIPPER shall bear sole responsibility for filing, prosecuting, and pursuing such claims; in the event BROKER pays any claim to SHIPPER, SHIPPER hereby assigns to BROKER all rights, title, and interest in and to such claim; in no event shall BROKER or any motor carrier engaged by BROKER be liable for any special, incidental, indirect, or consequential damages, including but not limited to lost profits, loss of use, or business interruption, arising out of or related to any cargo loss, damage, or delay.
  • b. All Other Claims: The Parties shall notify each other in writing of any known claims, other than cargo loss or damage claims, within thirty (30) days after receipt of such claim and shall provide all material details then known; each Party agrees to promptly supplement and update such information as additional details become available; SHIPPER acknowledges that BROKER shall not be liable for any such claims except to the extent directly caused by BROKER’s gross negligence or willful misconduct.

10. NO THIRD-PARTY PRIVITY

  • No contractual relationship or privity shall exist between BROKER and any third party, including but not limited to any consignor, consignee, customer, receiver, or other party claiming an interest in any shipment tendered under this Agreement; no such third party shall have any right to assert claims directly against BROKER arising out of or related to the services performed under this Agreement; SHIPPER shall defend, indemnify, and hold harmless BROKER from and against any such claims, including all associated costs, expenses, and reasonable attorneys’ fees.

11. INDEMNITY

  • SHIPPER shall defend, indemnify, and hold harmless BROKER, its officers, employees, and agents from and against any and all claims, actions, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to SHIPPER’s performance or breach of this Agreement, any claims asserted by consignors, consignees, customers, or any third party in connection with any shipment tendered by SHIPPER, any inaccurate or incomplete shipment information provided by SHIPPER, or SHIPPER’s violation of any applicable law, rule, or regulation; BROKER shall defend, indemnify, and hold harmless SHIPPER from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, to the extent directly caused by BROKER’s gross negligence or willful misconduct; neither Party shall settle or compromise any claim subject to indemnification without the prior written consent of the other Party, which consent shall not be unreasonably withheld, and failure to obtain such consent shall relieve the other Party of its indemnification obligations with respect to such claim; except as expressly provided herein, neither Party shall be liable to the other for claims to the extent caused by the negligence, gross negligence, or willful misconduct of the other Party.

12. NONEXCLUSIVE TERMS AND CONDITIONS

  • This Agreement is non-exclusive, and nothing herein shall restrict BROKER from arranging transportation services for other parties or SHIPPER from utilizing other brokers or service providers; however, all shipments tendered by SHIPPER to BROKER shall be governed exclusively by the terms of this Agreement and any applicable shipment-specific written agreement or confirmation accepted by BROKER, and SHIPPER shall remain fully responsible for all obligations arising from such shipments regardless of any involvement with other brokers or service providers.

13. INDEPENDENT CONTRACTOR

  • BROKER shall perform all services under this Agreement as an independent contractor and not as an agent, employee, or representative of SHIPPER, and nothing herein shall be deemed to create any partnership, joint venture, or agency relationship between the Parties; BROKER shall have exclusive control over the selection of CARRIERS and the manner and means of arranging transportation services; BROKER shall be solely responsible for all compensation, taxes, insurance, and statutory obligations related to its business operations and personnel; SHIPPER shall have no right to control or direct the performance of BROKER or any CARRIER, and BROKER shall not be liable for the acts or omissions of any CARRIER or other third party engaged in the transportation of freight.

14. FORCE MAJEURE

  • Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement, other than payment obligations, to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, weather conditions, natural disasters, fire, flood, war, terrorism, civil unrest, governmental actions or regulations, labor disputes, strikes, work stoppages, highway closures, or other similar events (each, a “Force Majeure Event”); the affected Party shall be excused from performance for the duration of such Force Majeure Event and shall resume performance as soon as reasonably practicable; in no event shall a Force Majeure Event relieve SHIPPER of its obligation to pay any amounts due under this Agreement, including but not limited to charges, accessorials, or costs incurred as a result of such event.

15. SEVERABILITY AND WAIVER

  • If any provision of this Agreement is determined to be invalid, illegal, or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, or if not possible, severed, and the remaining provisions shall remain in full force and effect; the failure of either Party at any time to enforce any provision of this Agreement or to exercise any right shall not be deemed a waiver of such provision or right, nor shall any single or partial waiver of any breach or default be deemed a waiver of any subsequent breach or default, and all rights and remedies shall remain cumulative and enforceable.

16. HAZARDOUS MATERIALS

  • SHIPPER shall provide BROKER with advance written notice of any shipment containing hazardous materials and shall ensure that all such shipments are properly identified, classified, packaged, marked, labeled, documented, and tendered in full compliance with all applicable federal, state, and local laws and regulations; BROKER shall have no obligation to accept or arrange transportation for any hazardous materials shipment unless expressly agreed in writing; SHIPPER shall defend, indemnify, and hold harmless BROKER from and against any and all claims, penalties, fines, damages, liabilities, costs, and expenses, including attorneys’ fees, arising out of or related to SHIPPER’s failure to comply with hazardous materials laws or SHIPPER’s failure to accurately disclose the nature of such shipment.

17. WAIVER OF CONSEQUENTIAL DAMAGES

  • In no event shall either Party be liable to the other for any incidental, indirect, special, consequential, exemplary, or punitive damages arising out of or related to this Agreement or the services performed hereunder, including but not limited to lost profits, lost revenue, loss of business opportunity, or business interruption, regardless of whether such damages were foreseeable or whether the Party had been advised of the possibility of such damages.

18. GOVERNING LAW

  • This Agreement, and any dispute, claim, or controversy arising out of or related to this Agreement or the services performed hereunder, shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to its conflict of law rules or principles that would require the application of the laws of any other jurisdiction; the Parties agree that exclusive venue for any action or proceeding arising out of or related to this Agreement shall lie in the state courts located in Dallas County, Texas, or, if federal jurisdiction exists, in the federal court having jurisdiction over Dallas County, Texas, and each Party irrevocably submits to the jurisdiction of such courts.
Scroll to Top