Shipper Terms & Conditions

These TERMS AND CONDITIONS (these “Terms and Conditions”) apply to all Services provided by Titan Worldwide (hereafter “BROKER”). Performance of any work by BROKER for SHIPPER shall constitute acceptance by SHIPPER of these Terms and Conditions. The parties expressly waive any or all rights and remedies under Part B, 49 USC §13101 et. seq. as provided for by 49 USC §14101(b) to the extent such rights and remedies are in conflict these Terms and Conditions. Broker and SHIPPER are sometimes collectively referred to herein as the “Parties”.

1. SERVICES

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

2. PAYMENT FOR SERVICES

• a. 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 any applicable processing fees.
• b. Payment in full is due immediately upon dispatch, defined as the time BROKER contracts a carrier for SHIPPER’s load. Unless SHIPPER has been formally approved for credit terms in writing by BROKER, no carrier will be assigned and no transport 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.

3. OBLIGATIONS

• a. SHIPPER’s Obligations:
  • i. SHIPPER shall be responsible to BROKER for timely and accurate delivery instructions and description of the cargo (i.e., dimensions, weight, VIN, unit ID, etc.), including any special handling or security requirements, for any shipment.
  • ii. SHIPPER agrees that in their absence for any reason or unavailable at the time of pickup and/or delivery, it will be the SHIPPER’s responsibility to designate a person to function as their agent. If Consignee or its authorized agent is not present for any reason at the time of delivery, the commodity(s) will be placed in storage, at SHIPPER’s cost.
  • iii. SHIPPER will ensure the cargo and packaging is able to withstand the rigors of transport, including lashing and securement, or to advise BROKER in writing in advance, and include technical drawings, of any special requirements in lifting, handling, blocking, securing, or covering of cargo. BROKER will not be responsible for the structural or cosmetic condition of the cargo.
  • iv. Any request for cargo value/liability of more than $100,000 value must be provided and declared as part of the quote request by the SHIPPER. Values of over $100,000 must be accepted and approved by BROKER in writing and additional value liability must be shown on the quote to ensure acceptance.
• b. BROKER’s Obligations:
  • i. BROKER warrants that it has entered or will enter into a bilateral written contract with each vendor it utilizes. BROKER may subcontract with third-party entities to facilitate the transportation services.
  • ii. BROKER shall comply with all applicable provisions of the FMCSA, and all applicable state and local laws, rules, and regulations to the extent they govern the Services provided by BROKER hereunder.
  • iii. BROKER shall notify SHIPPER of any accidents, spills, theft, hijacking, or other events which impair the safe and prompt delivery of SHIPPER’s goods in its control.
  • iv. BROKER shall notify SHIPPER of any refused freight at SHIPPER and/or third-party locations and request additional instructions regarding delivery or storage of the refused goods. Such notice by BROKER shall be performed as soon as reasonably practical.
  • v. At the request of SHIPPER, BROKER agrees to provide copies of proof of acceptance and delivery of loads in the form of a signed bill of lading or delivery receipt. SHIPPER agrees that digitized signature or computer record of delivery receipt is acceptable as proof of delivery of any shipment hereunder. Shippers’ insertion of BROKER’s name on a bill of lading or delivery receipt shall be for SHIPPER ‘s convenience only and shall not change BROKER’s status as a property broker. The Parties agree that bills of lading and delivery receipts shall be used solely as receipts for shipment and to identify the kind and quantity of goods, place of pickup and delivery, shipper and consignee and other information as required by SHIPPER. References to classifications, tariffs, service guides or other publications and/or contractual terms and conditions on the face or reverse side of such documents shall be null and void.
  • vi. 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) worker’s compensation insurance with minimum limits as may be required by statute.

4. LIABILITY

• a. SHIPPER’s Liability: SHIPPER shall be directly liable to BROKER and its Carriers for all costs, accessorial charges, and losses incurred as a result of SHIPPER’s actions, inactions, delays, or shipment cancellations. This includes, but is not limited to, Truck Order Not Used (TONU), detention, layover, storage, consignee refusal, and lumper fees. If a shipment is cancelled after a carrier has been dispatched, SHIPPER shall pay a Truck Order Not Used (TONU) fee. The minimum TONU for a standard legal shipment is $300. For any oversized, overweight, or specialized load requiring heavy-duty equipment (such as RGN, lowboy, or multi-axle trailers), the TONU amount shall be the greater of $800 or the actual carrier charge plus twenty percent (20%) to cover administrative and coordination costs. Layover occurs when a driver is unable to load or unload on the scheduled date through no fault of the carrier or BROKER. The minimum layover charge is $1,800 per day for standard legal shipments and $3,000 per day for oversized, overweight, or specialized equipment. Detention applies when a driver is held beyond the standard free time allowed at pickup or delivery. The minimum detention rate is $75 per hour for standard legal shipments and $150 per hour for oversized, overweight, or specialized equipment, unless otherwise agreed to in writing. BROKER reserves the right, in accordance with 49 U.S.C. § 14101(b)(1) and UCC § 7-307, to withhold dispatch, release, or delivery of any shipment until payment has been received as required under this Agreement. SHIPPER shall remain responsible for any resulting costs, storage, or accessorial charges incurred during such delay. BROKER also reserves the right to revise any quoted shipment price after acceptance to reflect the actual characteristics of the shipment tendered if the description provided by SHIPPER was inaccurate or incomplete at the time of booking.
• b. BROKER’s Liability: BROKER shall not be liable under any circumstances to SHIPPER for the loss or damage to SHIPPER’s goods. Liability, if any, for such loss or damage shall be borne solely by the Carriers. BROKER’s liability to SHIPPER, if any, for breach of any representation, warranty or covenant under this Agreement shall be limited to the total compensation for services provided by BROKER under this Agreement in connection with such services.

5. CLAIMS

• a. Freight Claims: SHIPPER must notify BROKER of claims for cargo loss or damage within nine (9) months from the date of such loss, shortage, or damage, which for purposes of the Agreement shall be the delivery date or, in the event of non-delivery, the scheduled delivery date. The Carriers’ cargo liability for any one shipment shall not exceed $100,000 unless has agreed in writing to a higher value prior to actual shipment pickup. It is understood and agreed that the BROKER is not a Carrier and that the BROKER shall not be held liable for loss, damage, or delay in the transportation of SHIPPER’s property unless caused by BROKER’s negligent acts or omissions. BROKER shall, without assuming any liability for loss or damage Claims, assist SHIPPER in its pursuit of SHIPPER Claims against liable Carriers; however, SHIPPER bears the ultimate and sole responsibility for filing claims with the Carrier. If payment of claim is made by BROKER to SHIPPER, SHIPPER automatically assigns its rights and interest in the claim to BROKER. IN NO EVENT SHALL BROKER OR BROKER’S VENDORS BE LIABLE TO SHIPPER FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT RELATE TO LOSS, DAMAGE OR DELAY TO A SHIPMENT. 
• b. All Other Claims: The PARTIES shall notify each other of all known material details within thirty (30) days of receiving notice of any claims other than cargo loss or damage claims and shall update each other promptly.

6. INDEMNITY

Subject to the insurance limits in Section 3.b and the limits set forth therein, BROKER and SHIPPER shall defend, indemnify and hold each other harmless against any claims, actions, injuries (including death) or damages, including, but not limited to, cargo loss, damage, or delay, and payment of rates and/or accessorial charges to Carriers, arising out of their respective performances under this Agreement, provided, however, the indemnified party shall not offer settlement in any such claim without the agreement of the indemnifying party which agreement shall not be unreasonably withheld. If the indemnified party offers or agrees to a settlement for such a claim without the written agreement of the indemnifying party, the indemnifying party shall be relieved of its indemnification obligation. Neither party shall be liable to the other party for any claims, actions, or damages due to the negligence of the other party.

7. NONEXCLUSIVE TERMS AND CONDITIONS

It is understood and agreed between the parties hereto that BROKER shall be free to accept freight for transportation from shippers other than SHIPPER and that SHIPPER shall be free to tender freight for transportation to brokers other than BROKER.

8. INDEPENDENT CONTRACTOR

BROKER shall perform the services hereunder as an independent contractor and shall have exclusive control and direction of all persons engaged in providing the Services. BROKER assumes full responsibility for the payment of local, state, and federal payroll taxes or contributions or taxes for unemployment insurance, workers’ compensation, old age pensions or other social security and related protection and agrees to comply with all applicable rules and regulations pertaining thereto.

9. FORCE MAJEURE

Neither SHIPPER nor BROKER shall be liable for default in the performance of discharge of any duty or obligation under this Agreement, or for loss, damage, or delay, when caused by the acts of God, civil or military authority, public enemy, fire, floods, odors, sprinkler leakage, wind, storm, moth, by rats, mice or other vermin, labor disorders, strikes, work stoppages or other labor trouble, disturbance or interference of whatever cause or nature, whether primary, secondary or tertiary, etc., or accidents, riots, civil commotion, closing the public highways, governmental interference or regulations and other contingencies, similar or dissimilar to the foregoing, beyond the reasonable control of the affected party (a “Force Majeure Event”). A Force Majeure Event shall not delay a party’s obligation to pay any sum due hereunder.

10. SEVERABILITY AND WAIVER

If any phrase, clause, sentence, or other provision contained in this Agreement violates any applicable statute, ordinance, rule or law, such phrase, clause, sentence, or provision shall be ineffective to the extent of such violations without invalidating any other provision of this Agreement. The waiver by either party of any breach or default hereunder, or the failure of either party to enforce any of the terms and conditions herein, shall not affect, limit, or waive the right of either party thereafter to enforce and compel strict compliance with this Agreement.

11. HAZARDOUS MATERIALS

SHIPPER and BROKER shall comply with all laws and regulations regarding hazardous materials. SHIPPER is required to notify BROKER if any shipments contain hazardous materials. SHIPPER shall indemnify BROKER from penalties arising from failure to comply with hazardous materials regulations.

12. WAIVER OF CONSEQUENTIAL DAMAGES

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITY, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE AND EVEN IF SUCH PARTY WAS NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.

13. GOVERNING LAW

All questions concerning the construction, interpretation, validity and enforceability of this Agreement, whether in a court of law or in arbitration, shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply.