Freight Consignor Agreement

FREIGHT CONSIGNOR AGREEMENT

This Freight Consignor Agreement (the Agreement) is made on between Consignor Name: whose principal address is and Carrier Name: whose principal address is .

RECITALS

WHEREAS, Consignor is engaged in the business of selling, shipping or arranging the shipment of goods and desires to arrange for the transportation of certain consignments of goods on the terms and conditions set forth in this Agreement.

WHEREAS, Carrier is duly licensed and experienced in the carriage of freight and represents that it has the capacity, equipment and personnel to accept and transport consignments tendered by Consignor pursuant to this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to consignments, liability, insurance, payment and related operational matters.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Consignment" means each shipment of Goods tendered by Consignor to Carrier under this Agreement and identified on a bill of lading or other transport document.

1.2 "Goods" means the items described in the consignment documentation and any packaging and containers therefor.

1.3 "Bill of Lading" means the document issued by Carrier or its agent evidencing receipt of Goods for carriage and setting out applicable carriage terms.

2. APPOINTMENT AND SERVICES

2.1 Consignor hereby appoints Carrier, and Carrier accepts appointment, to transport consignments tendered from time to time by Consignor in accordance with the terms of this Agreement. Carrier shall provide transportation services in a commercially reasonable manner consistent with industry standards.

2.2 Carrier shall provide or arrange for appropriate equipment, personnel and sub-contractors necessary to perform carriage and shall ensure that all subcontractors are bound by obligations consistent with this Agreement.

3. CONSIGNMENT INSTRUCTIONS

3.1 Prior to tendering a Consignment, Consignor shall provide Carrier with complete and accurate written instructions including: description of Goods, weight, dimensions, number of packages, value for carriage purposes when required, hazardous material declarations where applicable, pickup and delivery locations and required delivery dates.

3.2 Consignor warrants that Goods shall be properly and securely packed, labeled and, where applicable, marked in accordance with applicable law. Consignor shall not tender hazardous or regulated materials except in full compliance with all applicable laws and with prior written notice and documentation provided to Carrier.

Consignor will declare hazardous or regulated goods and provide necessary documentation and packaging.

4. ACCEPTANCE, RECEIPT AND DELIVERY

4.1 Carrier's acceptance of Goods for carriage shall be evidenced by a Bill of Lading or receipt. Carrier may refuse to accept Goods that are improperly packed, inadequately documented or present a hazard.

4.2 Delivery of Goods shall be made to the consignee or other party designated in the consignment instructions. Carrier shall obtain a signed delivery receipt evidencing delivery. Risk of loss shall pass in accordance with the Bill of Lading and applicable law.

5. FREIGHT CHARGES AND PAYMENT

5.1 Consignor shall pay Carrier the freight charges as agreed in writing for each Consignment. Unless otherwise agreed, charges shall be due within of Carrier's invoice.

6. LIABILITY, INSURANCE AND CLAIMS

6.1 Carrier's liability for loss of or damage to Goods shall be governed by the Bill of Lading and applicable statutory or regulatory rules, subject to the limits and defences provided therein. Unless otherwise agreed in writing, Carrier's liability is limited to the lesser of actual proven loss or .

6.2 Consignor shall procure and maintain cargo insurance covering loss and damage to Goods during transit for the full insurable value of Goods unless Carrier agrees in writing to procure such insurance for a stated premium. Insurance provider: ; Policy No.: .

6.3 All claims for loss, damage or delay must be made in writing to the party alleged to be liable within the time limits specified in the Bill of Lading or applicable law, accompanied by reasonable documentation of the loss and value claimed.

7. INDEMNIFICATION

7.1 Consignor shall indemnify, defend and hold harmless Carrier and its affiliates, employees and agents from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) breach of Consignor's warranties or representations in this Agreement; (b) improper packing, marking or labeling of Goods; (c) misdeclaration of contents, weight or value; and (d) violation of applicable laws by Consignor or the Goods tendered.

8. LIMITATION OF LIABILITY; FORCE MAJEURE

8.1 Neither party shall be liable to the other for special, indirect, incidental or consequential damages, including loss of profits, except to the extent such damages arise from gross negligence or willful misconduct.

8.2 Neither party shall be in default for any delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, strikes, civil unrest, pandemics, governmental actions, inability to obtain equipment or materials, or severe weather (Force Majeure). The affected party shall promptly notify the other and endeavor to mitigate the effect of the event.

9. TERM AND TERMINATION

9.1 This Agreement shall commence on the date set forth above and continue until terminated by either party upon thirty (30) days' prior written notice, or immediately for material breach that remains uncured after fifteen (15) days' written notice.

9.2 Termination shall not affect accrued rights and obligations of the parties, including obligations with respect to consignments accepted prior to termination.

10. NOTICES

Notices shall be in writing and delivered by hand, courier, certified mail or other agreed commercial means and shall be effective upon receipt.

11. CONFIDENTIALITY

Each party shall keep confidential and not disclose to third parties confidential business information obtained in connection with this Agreement, except as required by law or to enforce rights under this Agreement. This obligation survives termination for two (2) years.

12. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations and rules pertaining to the performance of its obligations under this Agreement, including customs, export control and transportation safety laws.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance.

13.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here: , without regard to conflicts of law principles.

14.2 Entire Agreement. This Agreement, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements and understandings.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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