Shipping Contract

SHIPPING CONTRACT

This Shipping Contract (the Agreement) is made effective as of Effective Date: by and between Shipper Name: with Principal Place of Business: , and Carrier Name: with Principal Place of Business: .

RECITALS

WHEREAS, Shipper desires Carrier to transport certain goods described below from the specified origin to the specified destination in accordance with the terms of this Agreement; and

WHEREAS, Carrier represents that it is duly licensed, insured, and authorized to perform such transportation services and will comply with applicable laws and industry practices; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the carriage, handling, and delivery of the Goods under this Agreement.

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

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below: "Goods" means the cargo, commodities, or items described in the Shipment Details below; "Delivery" means tender of the Goods by Carrier at the agreed destination and acceptance by the recipient; "Loss" includes loss, damage, shortage, theft, or delay; and "Party" means Shipper or Carrier as the context requires.

2. SCOPE OF SERVICES

Carrier shall transport the Goods from the origin to the destination specified in the Shipment Details in a safe and workmanlike manner, using carriers, subcontractors, and equipment reasonably suited to the nature of the Goods. Carrier shall comply with all applicable laws, regulations, and industry standards. Carrier may subcontract performance provided Carrier remains responsible for compliance with this Agreement.

3. SHIPMENT DETAILS AND DOCUMENTATION

4. RATES, CHARGES AND PAYMENT

Shipper shall pay Carrier the freight charges and other agreed charges set forth below. Charges include agreed base rate, accessorials, tolls, taxes, and legitimate out-of-pocket expenses. Unless otherwise agreed in writing, payment is due within the Payment Terms specified below and shall be made in the currency quoted.

5. INSURANCE; LIMITATION OF LIABILITY

Carrier shall maintain cargo insurance sufficient to cover the declared value of the Goods and general liability insurance customary in the transportation industry. Carrier's liability for Loss of or damage to Goods shall be limited to the lesser of (a) the Declared Value specified below, (b) Carrier's actual recoverable damages, or (c) the amount determined under governing law to apply to such carriage, provided that Carrier shall not be liable for consequential, incidental, or special damages except as expressly agreed in writing.

6. CARRIER OBLIGATIONS

Carrier shall: (a) exercise reasonable care in handling and stowing Goods; (b) provide timely notice to Shipper of any delay, loss, or damage; (c) comply with applicable safety and transportation regulations; and (d) furnish any documentation required by law or reasonably requested by Shipper. Carrier shall not be liable for Loss caused by Shipper packing, loading instructions, inherent vice of the Goods, acts of God, lawful acts of public authorities, or defects in equipment supplied by Shipper.

7. SHIPPER OBLIGATIONS

Shipper shall: (a) provide full and accurate descriptions of Goods, including hazardous material declarations where applicable; (b) prepare Goods for carriage in accordance with Carrier's requirements and applicable laws; (c) pay charges when due; and (d) indemnify Carrier for claims arising from incorrect or incomplete information provided by Shipper or Shipper's failure to secure load properly.

8. DELIVERY, TITLE AND RISK OF LOSS

Title to the Goods passes according to the sales contract between Shipper and consignee. Risk of loss and responsibility for the Goods shall pass to the consignee upon Carrier's lawful delivery at the agreed destination and acceptance by the consignee, except as otherwise expressly provided in this Agreement.

9. CLAIMS; NOTICE

All claims for loss, damage, or delay must be presented in writing to the other Party within the time period set forth below, together with supporting documentation. Failure to provide timely written notice shall be a bar to recovery to the extent permitted by applicable law.

10. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses (including reasonable attorneys' fees) arising out of or resulting from that Party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law.

11. TERMINATION

This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated by either Party for material breach if the breaching Party fails to cure within thirty (30) days after written notice. Termination shall not relieve either Party of obligations accrued prior to termination.

12. CONFIDENTIALITY

The Parties agree that rates, charges, commercial terms and any non-public information exchanged under this Agreement are confidential and shall not be disclosed to third parties except as required by law or with the prior written consent of the other Party.

13. COMPLIANCE WITH LAW

Each Party shall comply with all applicable national, state, and local laws, regulations, rules and governmental requirements applicable to its performance under this Agreement, including but not limited to transportation, customs, environmental, and safety laws.

14. NOTICES

All notices or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate in writing.

15. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be binding unless in writing and signed by an authorized representative of each Party. No waiver by either Party of any breach shall constitute a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. If any provision is held unenforceable, such provision shall be reformed to the extent necessary and the remaining provisions shall remain in full force and effect. This Agreement contains the entire understanding of the Parties with respect to its subject matter and supersedes all prior negotiations and agreements.

17. MISCELLANEOUS

The Parties represent that they have authority to enter into this Agreement. Any provision that refers to a statute or regulation shall be deemed to include any successor provision. Headings are for convenience only and do not affect interpretation.

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