Broker–Carrier Agreement

This page summarizes the standard Broker-Carrier Agreement (the “Agreement”) between Freight Bridge LLC, a licensed property broker based in Denver, Colorado, and the motor carrier that signs it. It is the document we counter-sign before a carrier runs its first load with us.

The Agreement is a master contract. It sets the standing terms, and each individual shipment is then governed by a rate confirmation issued under it. Where a rate confirmation and the Agreement conflict on rate, equipment or service, the rate confirmation controls for that shipment. On everything else, the Agreement controls.

This summary is written for readability. It does not replace the executed document and it is not the document itself.

By signing, the carrier represents and warrants on a continuing basis that all of the following are true.

• It holds active operating authority issued by the FMCSA to transport the freight it accepts, in interstate or intrastate commerce as applicable.
• Its MC number and USDOT number are accurate, current and registered to the entity signing.
• Its FMCSA safety rating is Satisfactory or unrated. A carrier rated Conditional must disclose it in writing in advance, and a carrier rated Unsatisfactory may not haul for us.
• It is not subject to an out of service order, an operating authority revocation, or a pending suspension.
• It maintains driver qualification files, drug and alcohol testing, hours of service records and equipment maintenance as federal rules require.
• It will notify us within 24 hours if authority, insurance or safety standing changes, lapses or is suspended.
• It is not on any sanctions, denied party or debarment list.

We verify authority and insurance against public FMCSA records and the certificates provided before assigning a load, and we re-check periodically.

The carrier must carry and maintain insurance at its own cost for the term of the Agreement, with insurers licensed to do business in the United States and rated acceptably. Typical minimum limits for the freight we move are set out below.

• Commercial auto liability: typically $1,000,000 combined single limit per occurrence.
• Motor truck cargo: typically $100,000 per occurrence, with higher limits required for high-value, temperature controlled or specialized freight.
• Commercial general liability: typically $1,000,000 per occurrence.
• Workers compensation: statutory limits for every state of operation, plus employer liability, or an accepted occupational accident equivalent where state law permits.
• Trailer interchange coverage where the carrier pulls equipment it does not own.

Freight Bridge LLC must be named as a certificate holder and must receive at least 30 days written notice of cancellation, non-renewal or material reduction in coverage. Cargo coverage must not contain exclusions that would defeat coverage for the commodities the carrier accepts, and the carrier must disclose any such exclusion, deductible or sublimit in advance.

The carrier is an independent contractor. Nothing in the Agreement creates an employment, partnership, joint venture, agency or franchise relationship between the parties.

• The carrier controls its drivers, equipment, routing, scheduling and method of performance.
• The carrier is solely responsible for wages, taxes, benefits, workers compensation and employment law compliance for its personnel.
• The carrier has exclusive care, custody and control of the freight from pickup until delivery.
• Neither party may bind the other or hold itself out as the other, except that the carrier may reference our load number for the shipment it is performing.
• The carrier is free to work with other brokers and shippers. We do not require exclusivity.

Double brokering is the single fastest way to end the relationship. The Agreement treats it as a material breach with immediate consequences.

• Immediate termination of the Agreement and removal from our carrier network.
• Forfeiture of all freight charges on the affected load. Payment goes to the carrier that actually performed the transportation.
• The carrier indemnifies us in full for any resulting cargo loss, double payment demand, claim or legal cost.
• Reporting to the shipper, our insurers and, where warranted, the FMCSA and law enforcement.

The same rule applies to unauthorized use of another entity’s authority, to identity or MC number spoofing, and to accepting a load under one entity and delivering it under another.

The rate for each shipment is the rate stated on the signed rate confirmation for that shipment. The rate confirmation must be signed and returned before pickup. Charges not on the rate confirmation require our written approval before they are incurred.

• Standard payment terms are 30 days from receipt of a complete invoice package, unless a shorter term is agreed in writing.
• Quick pay options may be offered at a stated discount and are elective.
• An invoice package is complete only when it includes the invoice, the signed rate confirmation, and the signed bill of lading or proof of delivery.
• Where the carrier uses a factoring company, a valid notice of assignment must be on file before the first load. Payment then goes to the factor and only the factor may release it.
• The carrier waives any claim against the shipper or consignee for freight charges, and looks solely to the broker for payment. The carrier may not assert a lien on the freight for unpaid charges.
• We may offset documented claims, chargebacks, advances and fuel advances against amounts payable, with a written explanation.

Clean paperwork is what makes fast payment possible. The carrier is responsible for producing and submitting the following.

• A signed bill of lading at origin, showing the actual piece count, condition and any exception noted at the time.
• A signed proof of delivery at destination, legible, with the consignee name, date and time, and any exception noted before the driver leaves.
• The signed rate confirmation for the shipment.
• Lumper, scale, detention and accessorial receipts, submitted with the invoice.
• Temperature download or reefer trip report for temperature controlled freight.
• Photographs of load securement or damage where requested.

Paperwork should be submitted within 24 hours of delivery. Missing or illegible documents hold up the invoice and, for temperature controlled freight, weaken any claim defense.

The carrier is liable for cargo loss, damage and delay while the freight is in its care, custody and control, as a common carrier under 49 U.S.C. 14706 (the Carmack Amendment).

1. 1.The carrier reports any incident, shortage, damage, refusal or accident to us immediately, and no later than 4 hours after it becomes aware.
2. 2.Claims are filed in writing within 9 months of delivery, or of the date delivery should have occurred.
3. 3.The carrier acknowledges a claim within 30 days and pays, declines or makes a firm settlement offer within 120 days, per 49 CFR Part 370.
4. 4.The carrier does not dispose of, salvage or return damaged freight without written authorization.
5. 5.Claims may not be offset against freight charges, and freight charges remain payable while a claim is open.
6. 6.Suit on a declined claim may be brought within 2 years and 1 day of written declination.

The carrier is liable for the full actual value of the goods including freight charges, not a released or per-pound rate, unless a limitation is expressly agreed in writing in advance for a specific shipment.

Detention and accessorial charges are payable only where they are documented and approved. The Agreement sets the expectations below and the rate confirmation sets the amounts.

• Free time is typically 2 hours at each of pickup and delivery unless the rate confirmation states otherwise.
• Detention starts after free time and requires in and out times recorded on the bill of lading or a signed detention sheet.
• The driver must notify dispatch before free time expires, or detention may be denied by the customer.
• Layover, truck order not used, redelivery, reconsignment, driver assist, pallet exchange, tarping and lumper charges must be approved in writing before they are incurred.
• Detention and accessorials are billed through to the customer. Approval is subject to what the customer accepts where the rate confirmation says so.

Each party keeps the other’s non-public information confidential, including customer identities, lane pricing, rate structures, volumes and contact details, and uses it only to perform the Agreement. The obligation survives termination for the period stated in the executed document, commonly two years.

The carrier agrees not to solicit or accept freight directly from a customer it was introduced to by us, for the period stated in the executed document, commonly twelve months after the last load moved for that customer. If it does, a commission on that freight is payable to us at the rate stated in the Agreement.

This does not restrict the carrier from continuing to serve a customer it can show it already served before our introduction.

The carrier defends, indemnifies and holds harmless Freight Bridge LLC, its members, officers, employees and customers from any claim, fine, penalty, loss, damage, liability, cost and expense, including reasonable attorney fees, arising from the carrier’s performance or non-performance, its negligence or willful misconduct, cargo loss or damage, bodily injury or property damage caused by its equipment or personnel, its breach of the Agreement, or its violation of any law or regulation. This obligation is not limited by the carrier’s insurance limits and survives termination.

The Agreement starts on the date it is fully executed and continues for one year, renewing automatically for successive one year terms until terminated.

• Either party may terminate for convenience on 30 days written notice.
• Either party may terminate immediately for material breach, loss of operating authority, lapse of required insurance, insolvency or an out of service order.
• We may suspend load assignment immediately, without notice, where safety, authority or double brokering concerns arise.
• Loads in transit at termination must be completed under the Agreement.
• Payment, claims, confidentiality, non-solicitation, indemnification and governing law survive termination.

The Agreement is governed by the laws of the State of Colorado, without regard to its conflict of laws rules, together with applicable federal transportation law. Venue for any proceeding not resolved by the dispute process in the executed Agreement lies in the state and federal courts located in Colorado, and both parties consent to jurisdiction there. The dispute resolution and arbitration terms in our Terms of Service apply unless the executed Agreement says otherwise.

The signable Agreement is issued as part of carrier onboarding, together with our carrier packet, W-9 and insurance requirements. Nothing on this page is signable.

• Start onboarding at freightbridge.us/carriers and a dispatcher will send the packet.
• Request the document directly from dispatch@freightbridge.us.
• Contract, W-9 and remittance questions go to accounts@freightbridge.us.
• Telephone: (713) 249-5252 (24 / 7 / 365).

Have your MC and USDOT numbers, certificate of insurance, W-9 and factoring notice of assignment ready. With complete documents most carriers are set up the same business day.