BROKER CARRIER TERMS AND CONDITIONS

The following Terms and Conditions apply to all shipments tendered by Jarrett Logistics Systems, Inc. (“JLS”) and accepted for transportation by a motor carrier (“Carrier”.) By acceptance of a tender, Carrier agrees to be bound by these Terms and Conditions.

JLS is a transportation broker, authorized by MC 369240 to arrange for transportation of general commodities (“Goods”) by motor carriers.

Carrier is a motor carrier, authorized by the Federal Motor Carrier Safety Administration (“FMCSA”) to provide transportation of Goods.

The Parties agree to these Terms and Conditions in accordance with 49 U.S.C. Section 14101(b) (1) and expressly waive any and all rights and remedies that each may have under 49 U.S.C. §§ 13101 through 14914 that are contrary to specific provisions of this Terms and Conditions.

1. Scope
   These Terms and Conditions govern all shipments tendered to Carrier by JLS or by third parties through JLS, whether such shipments are of general commodities or exempt commodities.
2. Safety Ratings
   Carrier warrants that it does not have an “Unsatisfactory” or “Conditional” safety rating as determined by the FMCSA or a substantively equivalent rating under any successor safety program
3. Independent Contractor Relationship
   The Parties understand and agree that the relationship between the Parties is and will remain that of independent contractors and that no employer-employee or principal-agent relationship exists or is intended.
   
4. Services
1. Carrier agrees to transport safely, promptly, and efficiently the goods tendered to it by JLS or other parties through JLS.
2. Carrier, at its own cost and expense, will provide and maintain motor vehicles and other equipment used in providing services, in good, safe, and efficient condition, and in compliance with all laws and regulations governing the maintenance and operation of such motor vehicles and other equipment.
3. Carrier must provide Services in a safe and prudent manner and in compliance with all applicable federal, state, and local statutes, ordinances, rules, and regulations, including, but not limited to those pertaining to the proper qualification, screening, and licensing of drivers; hours of service; maintenance and safe operation of equipment; transportation and handling of Hazard Materials (49 C.F.R. §§ 172.800, 173 and 397, et seq.)  (“HAZMAT”); security; owner-operator leases; loading and securement of freight; controlled substance and alcohol use testing; insurance and workers’ compensation requirements; the safe and secure transportation of food that will ultimately be consumed by humans or animals, including the Food Safety Modernization Act (21 U.S.C. § 2201, et seq.), the Food, Drug and Cosmetic Act (21 U.S.C. § 341, et seq.)  (“FD&C Act”), the Sanitary Food Transportation Act (49 USC 5701 et seq.), and the U.S. Food and Drug Administration’s Final Rule on the Sanitary Transportation of Human and Animal Food (21 C.F.R. § 1.900 et seq.), collectively (the “Food Safety Laws”).  Carrier agrees that food that has been transported or offered for transport under conditions that are not in compliance with the shipper’s instructions as provided to Carrier by the shipper, through JLS or otherwise, may be considered “adulterated” within the meaning of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§ 342(a)(i)(4), 342(i).  Carrier understands that adulterated shipments may be refused by the consignee or receiver upon their tender for delivery.  Carrier must comply with its legal obligations concerning safe and secure transportation.  Carrier will notify JLS promptly by telephone of any accident, theft or other occurrence that impairs the safety of, or delays the delivery of, shipments subject to these Terms and Conditions.
4. To the extent any shipments are transported within the State of California, Carrier warrants that:
   
   1. All 53 foot trailers, including both dry-van and refrigerated equipment it operates and the Heavy-Duty Tractors that haul them within California under these Terms and Conditions are in compliance with the California Air Resources Board (ARB) Heavy-Duty Vehicle Greenhouse Gas (Tractor-Trailer GHG) Emission Reduction Regulations.
   2. All refrigerated equipment it operates within California under these Terms and Conditions is in full compliance with the California ARB TRU ACTM in-use regulations.
5. Carrier will accept instruction for changes in delivery place or time from JLS only.  If Carrier accepts change instructions from parties other than JLS, Carrier does so at its own risk and will forfeit its right to compensation for the shipment.
5. Carrier Compensation
   
   1. JLS agrees to pay Carrier in accordance with the rates and charges set forth in individual Rate Confirmations.  Confirmation of verbally agreed rates will be made by a Rate Confirmation faxed or emailed by JLS to Carrier.
   2. Carrier agrees to invoice JLS within 30 days of the delivery date. The invoice must include an original or legible copy of the signed bill of lading and, upon request, the signed delivery receipt.
   3. JLS may offset monies due JLS from Carrier against payments to Carrier. JLS will make payment to Carrier within 30 days of receipt of an uncontested invoice.
   4. Carrier agrees that JLS is the sole party responsible for payment of Carrier's charges. Carrier shall not seek payment from shippers, consignees, or any other parties.
   5. Carrier, for itself and on behalf of all of its agents and subcontractors, waives any lien that may exist against Goods. Carrier shall not withhold delivery of any Goods due to any dispute with JLS, shipper, consignee, or any other party.
   
   
6. Bills of Lading, Documentation
   Carrier agrees to issue a bill of lading for each shipment and to provide JLS with proof of acceptance and delivery of each shipment. The terms and conditions of any bill of lading or other freight documentation used by Carrier or its subcontractors will not supplement, alter, or modify these Terms and Conditions
   
7. Cargo Loss, Damage, and Delay
   
   1. Carrier agrees to be liable for loss of, damage to, or delay of Goods according to the provisions of 49 U.S.C. §14706. 
   2. The liability of Carrier for loss of or damage to Goods is for full actual value (measured by fair market value at destination). The liability of Carrier for delay to delivery of Goods is for the greater of either the full actual value of the Goods or those damages that are reasonably foreseeable. No limitations of liability will apply.
   3. No terms, conditions, or provisions of any bill of lading or other shipping form, Carrier's tariff or rule will apply.
   4. All claims for loss, damage, or delay will be processed in accordance with 49 CFR Part 370, except claims must be concluded within 60 days of receipt.
   5. Carrier shall not sell or attempt to sell the Goods for salvage or otherwise without JLS’s prior written authorization.
   
   
8. Subcontracting
   Carrier shall not co-broker or subcontract a shipment without the prior written approval of JLS. If Carrier subcontracts services, with or without prior written approval from JLS, Carrier will remain responsible and liable as if Carrier performed the services itself as a motor carrier.
   
9. Indemnification
   Carrier shall indemnify, defend, and hold JLS, shippers, consignees, and owners of the Goods, their officers, agents, and employees ("Indemnitees") harmless against any and all liability, claims, or expenses, including attorneys’ fees and other costs of defense, with respect to those claims relating in any way to Carrier’s, its employees’ or subcontractors’ performance or failure to perform under these Terms and Conditions asserted against Indemnitees by any person or entity. The obligation to defend includes payment of all reasonable costs of defense, including attorney fees, as they accrue.
   
10. Insurance
    

    Carrier warrants that it has and will maintain the insurance specified below. All insurance must be primary and required to respond and pay prior to any other available coverage.

    1. Worker’s compensation or equivalent insurance as legally required;
    2. Occurrence based Truckers Policy or Automobile Liability Insurance with limits of $1,000,000 per occurrence, and Hazardous Materials coverage of not less than $5,000,000 per occurrence if applicable; and
    3. Occurrence based cargo insurance with limits of liability of not less than $100,000 per shipment.
    4. Carrier's cargo insurance policy shall not exclude coverage for fraud, infidelity, unattended vehicle, dishonesty, or criminal acts of carrier's employees or agents.
    5. Except for worker’s compensation insurance and cargo insurance, the above policies and certificates must name JLS as an additional insured. All policies and certificates must require that the insurer provide JLS at least thirty (30) days notice of any material changes or cancellation.
    
    
11. Choice of Law, Jurisdiction, and Venue
    
    1. These Terms and Conditions are governed by and construed in accordance with the applicable federal laws of the United States or, alternatively, the laws of the State of Ohio.
    2. The parties agree to jurisdiction and venue in the United States District Court located in the Northern District of Ohio or, if federal jurisdiction is not available, in state court located in Cuyahoga County, Ohio.
    
    
12. Force Majeure
    If performance by one Party is affected by any condition beyond the reasonable control of such Party, the performance of obligations under these Terms and Conditions affected by such condition will be suspended during the continuance of such condition. Neither Party will incur any liability for damages resulting from such suspensions.
    
13. Notice
    

    Any notices and other communication must be in writing and be:(1) delivered personally, (2) sent by facsimile or e-mail transmission if confirmed by notice sent by one of the other notice methods permitted in this paragraph, (3) sent by nationally recognized overnight courier guaranteeing next business day delivery, or (4) mailed by registered or certified mail (return receipt requested), postage prepaid, to the Party at the following addresses (or at such other addresses as are specified by like notice):

    If to JLS:
    1347 N. Main
    Orrville, OH 44667
    Attn: W. Michael Jarrett, President

    All such notices and other communications will be deemed to have been given and received (1) in the case of personal delivery, on the date of such delivery, (2) in the case of facsimile or e-mail transmission that is confirmed by notice sent on the same day by one of the other methods permitted, on the date of transmission if sent on a business day (or if sent on other than a business day, on the next business day after the date sent), (3) in the case of delivery by nationally recognized overnight courier, on the business day following dispatch if sent by guaranteed next day delivery, or (4) in the case of mailing, on the third business day following such mailing.

    
    
14. Confidentiality
    

    As part of the business relationship between JLS and Carrier, either Party may be in or come into possession of information or data that constitutes trade secrets, know-how, confidential information, marketing plans, pricing, or anything else otherwise considered proprietary or secret by the other (“Confidential Information”). In consideration of the receipt of such Confidential Information and potential business, each Party agrees to protect and maintain such Confidential Information in the utmost confidence, to use such Confidential Information solely in connection with their business relationship, and, to take all measures reasonably necessary to protect the Confidential Information.

    1. Carrier agrees that JLS's charges to its customers are confidential and need not be disclosed to Carrier. Carrier specifically waives any rights it may have under 49 CFR §371.3.
    2. Except as may be required by law, information pertaining to any Services will not be disclosed by either Party to any other persons or entities, except to the directors, officers, employees, authorized contractors, attorneys, and accountants of each Party.
    3. This mutual obligation of confidentiality will remain in for a period of two years following delivery of a shipment.
    
    
15. Entire Understanding, Modifications
    
    1. These Terms and Conditions contain the entire understanding and contractual agreement between the Parties. Except as specifically stated in these Terms and Conditions, no tariffs or other contracts apply.
    2. These Terms and Conditions cannot be amended except in writing, signed and dated by authorized representatives of both Parties.