Terms & conditions – Streamlined Logistics Solutions, LLC

MASTER TERMS AND CONDITIONS OF FREIGHT BROKERAGE SERVICES

IMPORTANT NOTICE: Accepting a rate quote, executing a load confirmation, or tendering a shipment to Streamlined Logistics Solutions LLC (“Broker”) constitutes absolute, legally binding acceptance of these Master Terms and Conditions of Service (“Terms”). These Terms govern all freight brokerage activities arranged by Broker on behalf of Shipper or Carrier, and supersede any conflicting terms on bills of lading, delivery receipts, or individual invoice documentation.

SECTION 1: STATUS OF BROKER AND EXCLUSIVE ROLES

1.1 Independent Intermediary. Streamlined Logistics Solutions LLC is a licensed freight broker registered with the Federal Motor Carrier Safety Administration (FMCSA) under MC-83457298 and USDOT-8376169. Broker is not a motor carrier, freight forwarder, or bailee of any kind. Broker does not take physical possession, custody, or control of any freight at any time. Broker’s sole obligation is to arrange for the transportation of shipments by independent third-party motor carriers (“Carriers”) holding required operating authority.

SECTION 2: CARRIER VETTING WORKFLOW & DISCLAIMER OF VICARIOUS LIABILITY

2.1 Vetting Standard of Care. Broker’s sole obligation is to utilize reasonable commercial efforts to select independent third-party Carriers holding active operating authority. Shipper explicitly acknowledges and contractually agrees that Broker’s “reasonable commercial efforts” are strictly defined as, and limited to, executing the following 7-Point Carrier Vetting Workflow prior to dispatching a Carrier’s first load:

(a) FMCSA Authority Verification: Checking the FMCSA Licensing and Insurance (L&I) database to confirm the Carrier possesses active, valid Motor Carrier (MC) or USDOT interstate operating authority.
(b) Safety Rating Evaluation: Verifying via the FMCSA Safety and Fitness Electronic Records (SAFER) system that the Carrier does not hold an “Unsatisfactory” safety rating that legally bars them from interstate commerce. Shippers accept that a rating of “None” or “Unrated” is acceptable.
(c) Insurance Authentication: Securing a Certificate of Insurance (COI) directly from the Carrier’s insurance producer or verifying via the FMCSA L&I registry that the Carrier maintains a minimum of $1,000,000 in Public Liability/Auto Liability insurance and a minimum of $100,000 in Cargo Liability insurance.
(d) Fraud & Identity Protection: Cross-referencing Carrier contact details, phone numbers, emails, and physical addresses against established third-party fraud-prevention databases to screen for identity theft, stolen MC numbers, or unauthorized phone/email domains.
(e) Equipment Alignment: Confirming with the Carrier or via FMCSA registries that the Carrier reports operating the general vehicle and equipment type required for the specific shipment.
(f) Out-of-Service (OOS) Review: Checking that the Carrier’s company Out-of-Service vehicle or driver percentages do not actively restrict them from operating on public highways at the exact time of dispatch.
(g) Executed Broker-Carrier Agreement: Ensuring the Carrier has executed a legally binding, master agreement with the Broker containing strict anti-double-brokering and indemnification provisions.

2.2 Shipper’s Absolute Waiver. Shipper explicitly acknowledges that Broker does not physically inspect, maintain, or control Carrier equipment, nor does Broker train, supervise, background-check, drug-test, or control individual Carrier drivers. Shipper legally agrees that execution of the 7-Point Carrier Vetting Workflow listed above constitutes complete, legally sufficient, and exhaustive due diligence. Shipper completely waives, releases, and covenants not to sue Broker for any claims of “negligent hiring,” “negligent selection,” “negligent retention,” or any vicarious liability arising out of personal injury, wrongful death, property damage, or highway accidents caused by the Carrier, its drivers, or its equipment.

SECTION 3: LIABILITIES, CARGO CLAIMS, AND INSURANCE LIMITS

3.1 Absolute Cap on Broker Liability. Under no circumstances shall Broker be liable for cargo loss, damage, or delay. In the event a court of competent jurisdiction finds Broker independently liable despite this agreement, Broker’s liability shall be strictly capped at the lesser of: (a) $50.00 per shipment, or (b) the total brokerage fee paid by Shipper to Broker for the specific shipment at issue.

3.2 Critical Cargo Limit. Shipper shall not tender any shipment with an actual value exceeding $100,000 (the “Standard Cargo Cap”) without providing Broker at least forty-eight (48) hours advance written notice and receiving written confirmation of extra insurance coverage from Broker. If Shipper fails to declare a value over $100,000 in writing, Shipper waives all rights to recover any amount over $100,000 from Broker or Carrier. Shipper agrees to indemnify Broker against any third-party claims arising from such undisclosed high-value cargo.

3.3 Cargo Claims Processing. All claims for cargo loss, damage, or delay must be brought exclusively against the Carrier responsible for the transport, pursuant to the Carmack Amendment (49 U.S.C. § 14706). Broker will reasonably assist Shipper in facilitating claims with the Carrier, provided Shipper notifies Broker in writing of any claim within nine (9) months of delivery. Broker shall have no independent financial liability for any cargo claims.

SECTION 4: STRICT EXCLUSION OF CONSEQUENTIAL DAMAGES

4.1 Waiver of Indirect Damages. IN NO EVENT SHALL BROKER BE LIABLE TO SHIPPER, CONSIGNEE, CARRIER, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND.

4.2 Specific Exclusions. This exclusion includes, but is not limited to, loss of profits, loss of revenue, loss of business opportunity, factory downtime, plant shutdowns, chargebacks, retail product availability penalties, or store late delivery penalties, regardless of whether Broker was advised of the possibility of such damages, and regardless of whether the claim sounds in contract, tort, or strict liability.

SECTION 5: BILLING CONTROL AND ANTI-CIRCUMVENTION

5.1 Direct Payment Shield. Shipper agrees to pay Broker exclusively for all transportation services arranged. Shipper shall not pay Carrier directly under any circumstances. If Shipper pays Carrier directly, Shipper remains fully liable to Broker for the full invoice amount plus a 50% administrative penalty.

5.2 Non-Solicitation. Shipper and Carrier agree not to directly or indirectly solicit, accept, or perform freight transportation services from or for each other, bypassing Broker, for a period of twenty-four (24) months following the last shipment arranged by Broker. If Shipper or Carrier violates this non-solicitation provision, the violating party shall pay Broker a liquidated damages fee equal to 25% of the gross revenues generated from such bypass business, plus all reasonable attorneys’ fees incurred by Broker to enforce this provision.

SECTION 6: PROHIBITION ON DOUBLE BROKERING

6.1 Carrier Transfer Ban. Carrier shall not re-broker, co-broker, subcontract, assign, interline, or transfer any shipment tendered by Broker to any other motor carrier, freight forwarder, or third party without prior express written consent from Broker.

6.2 Remedies for Breach. If Carrier violates this provision, Broker may withhold payment, terminate the agreement immediately, and Carrier shall remain fully liable for any cargo loss, damage, or legal claims arising therefrom. Carrier shall also forfeit its right to collection for services performed under a double-brokered load.

SECTION 7: GENERAL POSSESSORY CARGO LIEN

7.1 Right of Retention. Broker shall have a general, possessory, and contractual lien on any and all property (and documents relating thereto) of Shipper within its actual or constructive possession, custody, or control, or en route, for all past-due charges, expenses, or advances owed to Broker by Shipper.

7.2 Liquidation of Property. If an invoice remains invalid or unpaid for more than fifteen (15) days after written notice of the lien is sent to Shipper, Broker shall have the right to sell such property at public or private sale, with the net proceeds applied to the outstanding balance, without further liability to Shipper.

SECTION 8: LATE PAYMENTS, COLLECTIONS, AND ATTORNEY FEES

8.1 Interest Charges. All past-due invoices shall accrue interest at a rate of 1.5% per month (18% per annum), or the maximum rate allowed by law, whichever is less, calculated from the date of the invoice.

8.2 Fee-Shifting. If Broker places any unpaid invoice in the hands of a collection agency or attorney for collection, or if Broker is forced to file a lawsuit to collect unpaid fees, Shipper agrees to pay all costs of collection, including but not limited to open court costs, collection agency commissions, and actual, reasonable attorneys’ fees incurred by Broker, regardless of whether a formal lawsuit goes to final judgment.

SECTION 9: INDEMNIFICATION OBLIGATIONS

9.1 Duty to Defend. Shipper and Carrier (each as an “Indemnifying Party”) agree to defend, indemnify, and hold Broker, its officers, employees, and agents, harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) arising out of or resulting from the Indemnifying Party’s negligence, willful misconduct, violation of applicable federal or state laws, or breach of these Terms.

SECTION 10: GOVERNING LAW AND SEVERABILITY

10.1 Jurisdiction and Venue. These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles, and applicable federal laws. Any legal action, suit, or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Cumberland County, North Carolina.

10.2 Severability. If any provision of these Terms is found invalid or unenforceable by a court of law, the remaining provisions shall remain in full force and effect.

SECTION 11: ACCESSORIAL POLICIES (DETENTION, LAYOVER, TONU, AND LUMPERS)

11.1 Accessorial Charges Generally. Accessorial charges are only valid if explicitly authorized in writing by Broker on an updated Load Confirmation. For any accessorial fees to be billable to Shipper or payable to Carrier, the strict evidentiary, receipt, and tracking requirements outlined below must be met without exception.

11.2 Detention Rules and Rates.

(a) Free Time Allowance: A standard industry “Free Time” window of two (2) hours shall apply to both the loading (origin) and unloading (destination) locations. Free time begins exactly at the scheduled appointment time, or when the Carrier arrives at the facility, whichever occurs later.
(b) Standard Detention Rate & Verification: If Carrier exceeds the 2-hour Free Time window due to facility delays, detention will be assessed at a flat rate of $75.00 per hour, or a flat daily rate of $325.00, whichever is authorized in writing on the updated Load Confirmation. Detention is billed in 15-minute increments. MANDATORY VERIFICATION RULE: No detention claim will be reviewed, validated, or paid without independent verification of time. Time must be conclusively proven via a timestamped Bill of Lading (BOL), a legally valid electronic gate log, or an official, machine-printed facility time receipt that clearly displays the driver’s exact arrival and departure times, signed or initialed by authorized warehouse personnel. Digitally manipulated, altered, or unverified driver notes will not be accepted.
(c) Forfeiture Events: Carrier completely forfeits any right to detention if the driver is more than fifteen (15) minutes late for the scheduled appointment, or if the driver fails to comply with the mandatory electronic tracking provisions established in Section 17 of these Terms.

11.3 Layover Rules and Rates.

(d) Definition of Layover: A layover applies only when a facility delays a driver to the extent that they are forced to hold the freight overnight, missing their original delivery date or next scheduled load through no fault of the Carrier.
(e) Standard Layover Rate: Layovers are billed at a flat rate of $250.00 per day for standard equipment (Dry Van/Flatbed) and $350.00 per day for temperature-controlled equipment (Reefer).
(f) Intersecting Claims: Layover charges and hourly/flat-rate detention fees cannot be combined or stacked for the same calendar day. The assessment of a layover fee immediately terminates and replaces any ongoing detention accumulation.

11.4 Truck Ordered Not Used (TONU) Policy.

(g) Definition and Qualification: A TONU charge applies if a shipment is canceled by the Shipper or Broker after a Carrier has been formally dispatched and is actively en route to, or has already arrived at, the designated pickup facility.
(h) TONU Rate: Valid TONU claims shall be paid at a flat industry-standard rate of $150.00 for standard equipment (Dry Van/Flatbed) and $250.00 for temperature-controlled equipment (Reefer).
(i) Exceptions: No TONU shall be paid if the shipment is canceled more than two (2) hours prior to the scheduled pickup appointment time, or if the Carrier is late to the appointment window, or if the Carrier fails to fulfill automated tracking tracking requirements.

11.5 Lumper and Unloading Fees.

(j) Prior Authorization Required: Under no circumstances shall Carrier pay or commit Broker to paying independent third-party warehouse unloading services (“Lumpers”) without notifying Broker and obtaining a formal authorization number prior to the unloading process commencing.
(k) Mandatory Documentation: To receive reimbursement, Carrier must submit a formal, legible, third-party computer-generated lumper/unloading receipt (e.g., Capstone, Express Lumper, or official warehouse invoice) matching the exact load details. Handwritten receipts or standard driver-penned cash logs are strictly rejected and non-reimbursable.
(l) Submission Window: All valid lumper receipts must be emailed to Broker within twenty-four (24) hours of completed delivery. Failure to provide an official receipt within this timeframe results in an absolute waiver of reimbursement rights by Carrier. Shipper agrees to reimburse Broker for all authorized, receipt-backed lumper charges plus a 10% administrative processing fee.

11.6 Mandatory Proof and Timely Reporting. For any detention, layover, or TONU claim to be processed or paid, Carrier must provide Broker with:

Written notification sent via email to Broker within thirty (30) minutes of the Free Time expiring (Hour 2 of the delay), or within thirty (30) minutes of cancellation notice for a TONU.
A signed Bill of Lading (BOL) or facility gate log clearly detailing the driver’s exact arrival and departure times, stamped and initialed by warehouse personnel (not applicable to off-site TONU cancellations).
Submission of the claim and all required receipts/supporting documents within twenty-four (24) hours of the event or delivery.

Failure by the Carrier to meet any of these reporting deadlines or documentation requirements results in an absolute waiver of the accessorial charge by both Carrier and Broker.

SECTION 12: CYBERSECURITY, CARGO FRAUD, AND SPOOFING SHIELD

12.1 Identity Theft and Business Email Compromise. Broker shall not be financially or legally responsible for any cargo loss, theft, misdelivery, or diversion resulting from third-party criminal activity, including but not limited to business email compromise (BEC), fake load confirmations, carrier impersonation, spoofed telephone domains, or software hacking targeting the Shipper’s, Carrier’s, or warehouse’s systems.
12.2 Verification Mandate. Shipper and Carrier agree that any unexpected change in dispatch instructions, delivery location, or corporate payment/banking routing details must be verbally verified with an executive officer of the Broker via a known, trusted telephone number prior to execution. If Shipper or Carrier releases freight or alters payment details based on unverified electronic text or email communication, they do so at their sole financial peril and agree to completely release and indemnify Broker from any subsequent loss.

SECTION 13: TEMPERATURE-CONTROLLED FREIGHT (REEFER BREAKDOWN)

13.1 Pre-Cooling and Temperature Control. For all temperature-controlled shipments (Reefer), Shipper is solely responsible for ensuring that the cargo is pre-cooled to the correct required transit temperature prior to the loading process commencing. Carrier is strictly required to verify the pulp temperature of the cargo upon loading, record it on the Bill of Lading, and inspect the reefer unit to ensure it is set to the exact running temperature and mode (continuous vs. cycle-sentry) specified in Broker’s Load Confirmation.
13.2 Mechanical Breakdown. Carrier must maintain professional, routine maintenance logs for all refrigeration units. In the event of a reefer mechanical breakdown or a sudden temperature variance during transit, Carrier must notify Broker immediately (within 30 minutes of detection) and take immediate action to safeguard the cargo at a commercial repair facility. Carrier’s failure to maintain continuous temp logs or download electronic microprocessor reports immediately upon request shall constitute a prima facie admission of carrier operational negligence, rendering the Carrier fully liable for the total market value of the cargo loss.

SECTION 14: HAZARDOUS MATERIALS (HAZMAT) INDEMNITY

14.1 Declaration and Safety Compliance. Shipper shall not tender any hazardous materials, dangerous goods, or environmentally restricted substances to Broker without providing exhaustive, written regulatory notices, proper Safety Data Sheets (SDS), and accurate UN numbers at least seventy-two (72) hours before scheduled pickup. Shipper certifies that all hazardous shipments are packaged, labeled, marked, and certified in absolute compliance with Title 49 of the Code of Federal Regulations (49 CFR Parts 100-185).
14.2 Ultimate Environmental Indemnity. Shipper and Carrier assume total, uncapped joint and several liability for any environmental spills, leaks, hazardous discharges, regulatory safety fines, public roadway closures, or emergency cleanup costs resulting from the transport of a Hazmat load arranged by Broker. Shipper and Carrier shall completely defend and hold Broker harmless from any local, state, or federal environmental enforcement actions or toxic tort lawsuits.

SECTION 15: CROSS-BORDER & INTERMODAL TRANSIT PROVISIONS

15.1 Mexican and Canadian Cross-Border Limits. For any shipment crossing international borders, Broker’s liability and cargo tracking obligations completely cease at the designated U.S. land port of entry or border transfer point. Broker assumes no liability for cargo damage, loss, or seizure occurring within the physical borders of Mexico or Canada. Shipper explicitly acknowledges that Mexican law severely limits carrier cargo liability (often to pennies per pound), and Shipper agrees to procure independent, specialized international cargo insurance for such movements.
15.2 Intermodal and Rail Carrier Limitations. For shipments involving intermodal rail transport, the transit is subject to the specific rules, liability exemptions, and strict claim-filing windows maintained by the operating Class I railroad networks (e.g., Union Pacific, BNSF, CSX, NS), which are often significantly more restrictive than the federal Carmack Amendment. Shipper agrees to be bound by these rail network rules circulars, and Broker assumes zero liability for rail network delays, derailments, or ramp storage (demurrage) fees.

SECTION 16: RIGHT OF SET-OFF & PAYMENT WITHHOLDING

16.1 Contractual Cross-Collateral Set-Off. Broker shall have the absolute right to withhold payments, freeze accounts, or apply set-offs against any outstanding or future monies owed by Broker to a Carrier or Shipper to satisfy any active claims, open cargo damage disputes, unrecovered overcharges, unpaid accessorial balances, or legal indemnification costs arising from any previous load or transaction arranged by Broker. Broker is not required to wait for a formal court judgment or an insurance company coverage determination before exercising this right of contractual set-off.

SECTION 17: MANDATORY REAL-TIME TRACKING AND DATA SHARING

17.1 Absolute Tracking Obligation. Carrier explicitly agrees that continuous, real-time electronic tracking is a material condition of every load tendered by Broker. Carrier and its dispatched drivers must accept, activate, and continuously utilize any tracking modality, sensor package, hardware link, or software application designated or provided by Broker. This mandate includes, but is not limited to: macro-level mobile phone application tracking links (e.g., MacroPoint, Project44, Trucker Tools), direct Electronic Logging Device (ELD) cellular data integrations, and real-time remote trailer/refrigeration unit (reefer) telematics data stream connections.

17.2 Driver and Equipment Compliance. Carrier certifies that its drivers will maintain functional cellular service, keep mobile location/GPS services enabled, keep the mandated tracking link or application active for the entire duration of the transit (from the moment of initial dispatch through final delivery and complete off-loading), and authorize the transmission of reefer temperature and location telemetry data directly to Broker. Carrier shall not manipulate, turn off, spoof, simulate, or disable any location, ELD, cell link, or temperature tracking mechanism.

17.3 Financial Penalties for Non-Compliance. If a Carrier or its driver fails to initiate mandatory electronic tracking within thirty (30) minutes of dispatch, allows tracking connectivity to lapse for more than one (1) consecutive hour during transit, or intentionally disables tracking, Broker shall have the absolute contractual right to assess a non-compliance penalty of $150.00 per instance or reduce the gross agreed rate by 15%, whichever is greater, on the final carrier invoice.

17.4 Absolute Waiver of Accessorials. In addition to any rate reductions or monetary penalties outlined in Section 17.3, any lapse, non-compliance, or failure in real-time electronic tracking by the Carrier or its driver results in an immediate, absolute, and unappealable forfeiture of any and all rights to claim detention, layover, Truck Ordered Not Used (TONU), or lumper reimbursement for that specific shipment, regardless of any physical documentation or timestamped Bills of Lading (BOLs) provided.

CLIENT ACKNOWLEDGMENT & INCORPORATION

By accepting any quote, requesting a dispatch, or allowing a Carrier arranged by Broker to load cargo, the executing party certifies they have read, understood, and agreed to these Master Terms and Conditions of Service.