TERMS AND CONDITIONS
RUBICON TRANSPORTATION, LLC
BROKER TERMS AND CONDITIONS
These Broker Terms and Conditions (“Terms”) govern transportation brokerage services arranged by Rubicon Transportation, LLC (“Broker”) for any shipper, consignor, consignee, beneficial cargo owner, customer, or other party requesting or tendering freight for transportation (“Shipper”). Broker’s acceptance of any shipment is expressly conditioned upon Shipper’s acceptance of these Terms. By requesting, tendering, or allowing freight to be tendered for transportation arranged by Broker, Shipper agrees to these Terms.
SECTION 1 — BROKER STATUS; SERVICES
Broker is licensed and authorized by the Federal Motor Carrier Safety Administration as a transportation property broker. Broker is not a motor carrier, freight forwarder, warehouseman, bailee, or insurer of cargo. Broker does not take possession, custody, or control of freight; does not operate motor vehicles; does not employ or control drivers; and does not physically transport, load, secure, handle, or deliver cargo.
Broker’s services are limited to arranging transportation of freight by third-party motor carriers, rail carriers, ocean carriers, air carriers, warehouse providers, or other transportation service providers, as applicable (“Carriers”). Carriers are independent contractors and are not employees, agents, partners, joint venturers, or representatives of Broker.
Broker may, in its sole discretion, refuse any shipment at any time. Broker will arrange transportation subject to Carrier availability, applicable law, and the information provided by Shipper.
SECTION 2 — SHIPPER RESPONSIBILITIES
Shipper is responsible for providing complete and accurate shipment information, including without limitation commodity description, weight, dimensions, piece count, classification, value, temperature requirements, pickup and delivery information, special handling requirements, hazardous materials information, customs or export information, and any other information necessary for lawful and proper transportation.
Shipper is responsible for proper packaging, loading, blocking, bracing, counting, sealing, marking, labeling, documentation, and compliance with all applicable laws, regulations, rules, and requirements, unless otherwise agreed in a separate written agreement signed by Broker.
Shipper represents and warrants that any person or entity tendering freight, requesting services, providing instructions, or communicating with Broker on Shipper’s behalf has authority to bind Shipper.
Broker shall not be liable for any loss, damage, delay, fine, penalty, charge, claim, or expense arising from inaccurate, incomplete, or untimely information provided by Shipper or from Shipper’s failure to comply with this section. Shipper shall defend, indemnify, and hold Broker harmless from all such claims, including reasonable attorneys’ fees and costs.
SECTION 3 — RATES, CHARGES, AND PAYMENT
Shipper shall pay Broker all charges invoiced by Broker, including freight charges, fuel surcharges, accessorial charges, detention, layover, truck ordered not used, storage, redelivery, reconsignment, lumper charges, tolls, duties, taxes, governmental assessments, penalties, and any additional charges assessed by a Carrier or other service provider.
Unless otherwise agreed in writing, payment is due within fifteen (15) days from the date of Broker’s invoice. A cargo claim, service dispute, delivery dispute, or claim against a Carrier does not relieve Shipper of its obligation to pay Broker’s invoices in full.
Broker may re-rate, adjust, or re-invoice charges if the original quote or invoice was based on inaccurate or incomplete shipment information, if additional services were requested or required, if a Carrier or third party assesses additional charges, or if shipment characteristics differ from those originally provided.
Any invoice dispute must be submitted to Broker in writing within thirty (30) days of the invoice date and must specifically identify the disputed charge and the basis for the dispute. Any charge not timely disputed shall be deemed valid and accepted.
Past-due amounts may accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by law. Shipper shall be responsible for all costs of collection, including reasonable attorneys’ fees and costs.
SECTION 4 — CARGO CLAIMS; CARRIER LIABILITY
Broker is not liable as a motor carrier and does not assume motor carrier liability for cargo loss, damage, delay, misdelivery, theft, shortage, contamination, spoilage, or nondelivery. Unless Broker expressly agrees in a separate written agreement signed by an authorized officer of Broker to assume cargo liability, Shipper’s sole recourse for cargo loss, damage, delay, or nondelivery shall be against the responsible Carrier or other responsible third party.
Broker may assist Shipper in submitting or pursuing cargo claims against a Carrier, but Broker does not guarantee claim payment, claim approval, insurance coverage, recovery, settlement, or the financial condition of any Carrier or insurer.
Shipper must provide immediate written notice of any cargo claim and must provide all supporting documentation requested by Broker or Carrier, including but not limited to the bill of lading, delivery receipt, commercial invoice, photographs, inspection reports, temperature records, seal records, salvage records, and proof of loss.
A pending cargo claim does not excuse Shipper’s obligation to pay Broker’s invoices.
SECTION 5 — CARRIER SELECTION; FRAUD AND IDENTITY THEFT
Broker will use commercially reasonable procedures to select Carriers. Broker does not guarantee any Carrier’s safety performance, insurance coverage, financial condition, claim payment, delivery performance, equipment condition, compliance status, or freedom from fraud, identity theft, double brokering, theft, cybercrime, impersonation, or other criminal acts.
Broker shall not be liable for loss, damage, theft, misdelivery, delay, or other claims caused by the acts, omissions, fraud, criminal conduct, impersonation, identity theft, double brokering, or misconduct of any Carrier, driver, dispatcher, warehouse, consignee, shipper facility, or other third party, except to the extent such liability is caused solely by Broker’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.
SECTION 6 — LIMITATION OF LIABILITY
Broker shall not be liable for any loss, damage, delay, misdelivery, nondelivery, theft, shortage, spoilage, contamination, or other claim arising from the acts or omissions of a Carrier or other third party; the nature or inherent vice of the goods; improper or insufficient packaging, loading, blocking, bracing, marking, labeling, documentation, or instructions; inaccurate shipment information; force majeure events; or any cause beyond Broker’s reasonable control.
In no event shall Broker be liable for special, incidental, indirect, punitive, exemplary, or consequential damages, including without limitation lost profits, lost sales, business interruption, loss of market, production shutdown, chargebacks, or penalties, whether or not such damages were foreseeable.
To the maximum extent permitted by law, Broker’s total liability for any claim arising out of or relating to a shipment or services arranged by Broker shall not exceed the amount of brokerage compensation actually earned by Broker on the shipment giving rise to the claim.
SECTION 7 — INDEMNIFICATION
Shipper shall defend, indemnify, and hold harmless Broker, its owners, officers, directors, employees, agents, insurers, and representatives from and against all claims, demands, losses, damages, liabilities, fines, penalties, costs, and expenses, including reasonable attorneys’ fees and costs, arising out of or related to:
(a) Shipper’s breach of these Terms;
(b) inaccurate, incomplete, or untimely shipment information;
(c) improper packaging, loading, blocking, bracing, sealing, marking, labeling, or documentation;
(d) hazardous materials, temperature-controlled freight, high-value freight, food-grade freight, or other special commodities tendered without proper written disclosure and instructions;
(e) Shipper’s violation of applicable law;
(f) claims by any party claiming an interest in the cargo; or
(g) the negligent or wrongful acts or omissions of Shipper or its agents, employees, contractors, vendors, facilities, consignors, or consignees.
SECTION 8 — BILLS OF LADING AND OTHER DOCUMENTS
Any bill of lading, delivery receipt, load tender, purchase order, shipping instruction, tariff, or other document issued by Shipper, Carrier, consignee, or any third party shall not modify, supplement, or override these Terms unless expressly agreed in a written agreement signed by an authorized officer of Broker.
Insertion of Broker’s name on a bill of lading or other shipping document shall be for identification purposes only and shall not change Broker’s status as a broker or impose motor carrier, freight forwarder, warehouseman, bailee, or cargo liability upon Broker.
SECTION 9 — INSURANCE
Broker is not an insurer of cargo. Carrier insurance is subject to the terms, conditions, exclusions, limits, and defenses of the applicable insurance policy. Broker does not warrant or guarantee that Carrier insurance will cover any particular claim or that the insurer will pay any claim.
Shipper is responsible for obtaining its own cargo insurance or other insurance coverage if Shipper desires protection beyond the liability available from the Carrier.
SECTION 10 — FORCE MAJEURE
Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, severe weather, fire, flood, labor disputes, strikes, lockouts, riots, war, terrorism, cyberattacks, governmental action, road closures, port congestion, equipment shortages, fuel shortages, Carrier bankruptcy, or other causes beyond the affected party’s reasonable control. Payment obligations for services already performed shall not be excused by force majeure.
SECTION 11 — CONFIDENTIALITY
Neither party shall disclose confidential pricing, shipment, customer, or business information of the other party except as necessary to perform services, collect charges, pursue or defend claims, comply with law, respond to legal process, or communicate with insurers, attorneys, auditors, Carriers, or other service providers involved in the transportation or claim.
SECTION 12 — GOVERNING LAW; VENUE; ATTORNEYS’ FEES
These Terms shall be governed by the laws of the State of Tennessee, without regard to conflict-of-law rules. Any lawsuit or legal proceeding arising out of or relating to these Terms, Broker’s services, or any shipment arranged by Broker shall be brought exclusively in the state or federal courts located in Tennessee, unless otherwise required by applicable law.
In any action to enforce these Terms or collect amounts owed, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and expenses.
SECTION 13 — ENTIRE AGREEMENT; CONFLICTING TERMS
These Terms, together with any applicable rate confirmation, credit application, written quote, or written agreement signed by Broker, constitute the agreement between Broker and Shipper concerning Broker’s services. In the event of a conflict between these Terms and a separate written agreement signed by an authorized officer of Broker, the signed written agreement shall control.
Broker rejects any additional or conflicting terms contained in any purchase order, bill of lading, tender document, email, shipping instruction, website, portal, or other document unless expressly accepted in writing by an authorized officer of Broker.
SECTION 14 — SEVERABILITY; NO WAIVER
If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Broker’s failure to enforce any provision shall not constitute a waiver of that provision or any other provision.
SECTION 15 — SMS PRIVACY POLICY AND TERMS OF SERVICE
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