Broker-Shipper Agreement

1. Scope Of Services

This Broker-Shipper Agreement governs the freight brokerage services Apex Freight Logistics LLC ("Apex," "Broker") provides to a shipper, consignor, or their authorized agent ("Shipper") who tenders freight for transportation arrangement. Apex arranges transportation through third-party, FMCSA-authorized motor carriers; Apex does not itself operate as a motor carrier and assumes no obligation as a carrier under this Agreement.

2. Rates & Payment Terms

Rates quoted by Apex are based on the freight description, weight, dimensions, equipment type, and routing provided by the Shipper at the time of quote. Rates are subject to correction if actual shipment details differ materially from what was submitted.

Unless otherwise agreed in writing, invoices are due within the payment terms stated on the invoice. Accessorial charges — including detention, layover, redelivery, and re-consignment fees — apply where incurred and will be itemized separately.

3. Shipper Responsibilities

• Accurate information. The Shipper is responsible for providing accurate freight descriptions, weights, dimensions, and hazardous materials disclosures.
• Proper packaging. Freight must be packaged, palletized, or crated appropriately for the mode of transport arranged.
• Loading & unloading. The Shipper and consignee are responsible for loading and unloading within scheduled appointment windows unless a labor accessorial has been separately arranged.
• Documentation. The Shipper will provide or confirm a bill of lading reflecting the agreed shipment details at time of pickup.

4. Carrier Selection

Apex selects motor carriers from its vetted network based on active operating authority, current insurance, and safety performance history at the time of dispatch. Apex exercises reasonable care in carrier selection but does not guarantee the performance, condition, or timeliness of any individual carrier.

5. Liability & Insurance

As a broker, Apex does not take possession of freight and is not a party to the contract of carriage between the Shipper and the selected motor carrier. Cargo liability for loss or damage in transit rests with the operating motor carrier under its cargo insurance policy and the terms of the bill of lading.

Apex maintains contingent cargo and broker liability coverage consistent with industry standards and can provide certificate details upon request.

6. Cargo Claims

Claims for loss, damage, or shortage should be noted on the delivery receipt at time of delivery whenever possible and reported to Apex's operations center within nine (9) months of delivery, consistent with the Carmack Amendment claims period. Apex will coordinate the claim with the responsible motor carrier and its insurer on the Shipper's behalf.

7. Cancellations & Delays

Shipments cancelled after a carrier has been dispatched or has arrived for pickup may be subject to a cancellation or trip fee to cover carrier commitments already made. Apex will make commercially reasonable efforts to notify the Shipper promptly of known delays affecting a scheduled pickup or delivery.

8. Dispute Resolution

Any dispute arising from this Agreement will first be addressed through good-faith discussion between the parties' operations and account contacts. Unresolved disputes will be governed by the laws of the state in which Apex Freight Logistics LLC is organized, without regard to conflict-of-law principles.