Broker Carrier Agreement

1.PURPOSE AND SCOPE

1.1BROKER arranges transportation services for its customers. CARRIER is an independent motor carrier that will transport freight tendered by BROKER under CARRIER's own operating authority. BROKER does not undertake responsibility as a motor carrier merely by arranging transportation.

1.2This Agreement applies to shipments tendered by BROKER and accepted by CARRIER in Canada and, where applicable, cross-border shipments between Canada and the United States. Each shipment may be further described in a written load confirmation, rate confirmation, dispatch instruction, bill of lading, or similar shipment document.

1.3If a shipment document conflicts with this Agreement, this Agreement governs unless the Parties expressly agree in writing that the shipment document overrides a specific provision of this Agreement.

2.CARRIER REPRESENTATIONS, AUTHORITY AND COMPLIANCE

2.1CARRIER represents and warrants that it is and will remain duly authorized to perform the transportation services it accepts and will maintain all registrations, safety certificates, permits, licences, insurance, and other authority required by the laws of each jurisdiction in which it operates.

2.2CARRIER will transport freight under its own operating authority and will maintain control over its drivers, personnel, equipment, routes, and safe operating methods. Safe and lawful operation takes priority over any service request or delivery instruction.

2.3CARRIER will comply with applicable federal, provincial, territorial, state, and local laws and requirements governing commercial transportation, including requirements relating to driver qualification, hours of service, vehicle maintenance, load securement, dangerous goods, food or temperature-controlled freight when applicable, workplace safety, and environmental requirements.

2.4CARRIER will immediately notify BROKER if its operating authority, safety certificate, registration, licence, or required insurance is suspended, cancelled, revoked, restricted, or threatened with cancellation, or if CARRIER becomes legally unable to perform an accepted shipment.

2.5CARRIER must not have an unsatisfactory, prohibited, or equivalent safety status that prevents lawful operation. CARRIER will promptly advise BROKER of a material adverse change in its safety status.

3.NO RE-BROKERING OR UNAUTHORIZED SUBCONTRACTING

3.1CARRIER shall not re-broker, co-broker, subcontract, assign, interline, or otherwise transfer any shipment to another carrier, freight intermediary, or person operating under different authority without BROKER's prior written consent.

3.2If BROKER authorizes another motor carrier to perform any part of a shipment, CARRIER remains responsible for that carrier's acts and omissions and must ensure that the performing carrier satisfies the safety, insurance, and compliance obligations applicable under this Agreement.

3.3Unauthorized re-brokering or substitution is a material breach. BROKER may withhold amounts otherwise payable in respect of the affected shipment, pay the authorized delivering carrier directly where appropriate, and pursue any other lawful remedy. CARRIER remains liable for losses, claims, costs, or expenses caused by the breach.

4.EQUIPMENT, DRIVERS AND CARGO HANDLING

4.1CARRIER will provide safe, roadworthy, clean, suitable equipment and properly qualified and licensed drivers for each shipment. Equipment must be suitable for the commodity and any written temperature, sanitation, securement, seal, or security requirements communicated before acceptance of the shipment.

4.2CARRIER assumes responsibility for cargo when it takes possession or control of the freight and remains responsible until delivery to the designated consignee and receipt of appropriate delivery documentation, subject to applicable law.

4.3CARRIER will not break seals, transload, cross-dock, consolidate, or otherwise disturb cargo without authorization, except where required by law or reasonably necessary to address an immediate safety emergency. CARRIER must promptly notify BROKER of any such event.

4.4CARRIER shall promptly report accidents, cargo shortages, loss, damage, theft, temperature deviation, seal irregularities, delivery exceptions, or other material shipment incidents and shall preserve relevant evidence and documents.

5.RATES, ACCESSORIALS AND PAYMENT

5.1Rates for each shipment will be set out in a written load or rate confirmation accepted by the Parties. No rate increase or additional charge is payable unless approved by BROKER in writing.

5.2Detention, layover, stop-off, loading, unloading, fuel surcharge, cancellation, redelivery, storage, or other accessorial charges are payable only where agreed in writing and supported by reasonable documentation requested by BROKER.

5.3Unless a load confirmation states otherwise, CARRIER shall submit its invoice together with a signed bill of lading and clear proof of delivery. BROKER will pay undisputed amounts within 30 days after receipt of a complete invoice package, provided CARRIER is not in material default under this Agreement.

5.4CARRIER shall not seek payment directly from BROKER's customer, shipper, consignee, or other third party for a shipment tendered by BROKER where that party has paid BROKER, except with BROKER's written authorization or as otherwise permitted by applicable law.

5.5BROKER may set off against amounts payable to CARRIER any undisputed amount or finally determined amount owed by CARRIER to BROKER arising from cargo claims, property damage, unauthorized charges, unremitted COD funds, fraud, or CARRIER's breach of this Agreement.

6.INSURANCE

6.1Before performing services, CARRIER shall provide certificates of insurance reasonably satisfactory to BROKER and maintain coverage with insurers authorized to provide the applicable coverage in the jurisdictions of operation.

6.2Unless BROKER approves different limits in writing, CARRIER shall maintain at least: (a) commercial automobile liability of CAD $2,000,000 per occurrence; (b) cargo insurance of CAD $100,000 per shipment; (c) commercial general liability of CAD $2,000,000 per occurrence; and (d) workers' compensation or workplace safety coverage as required by applicable law.

6.3Higher cargo, automobile, dangerous-goods, or other coverage may be required for a particular shipment and will be communicated before CARRIER accepts that shipment. CARRIER shall immediately notify BROKER of cancellation, lapse, material reduction, or material restriction affecting required coverage.

7.CARGO CLAIMS AND LIABILITY

7.1CARRIER is responsible for cargo loss, shortage, damage, contamination, theft, or delay to the extent imposed by applicable law and this Agreement while the cargo is in CARRIER's possession or control.

7.2CARRIER will cooperate in the investigation and resolution of claims and provide requested shipment, driver, equipment, temperature, seal, tracking, accident, and insurance records reasonably related to the claim.

7.3CARRIER shall not dispose of, salvage, sell, or otherwise transfer damaged or rejected cargo without BROKER's or the cargo owner's written authorization, except where required by law.

7.4Unless otherwise agreed in writing for a particular shipment or required by applicable law, CARRIER's contractual cargo-liability limit shall not exceed CAD $100,000 per shipment. This contractual limit does not limit liability for fraud, wilful misconduct, unauthorized re-brokering, conversion, or liabilities that cannot lawfully be limited.

8.INDEMNIFICATION

8.1CARRIER shall defend, indemnify, and hold harmless BROKER, its customers, and their respective directors, officers, employees, and agents from claims, liabilities, losses, damages, fines, penalties, costs, and reasonable legal fees arising from CARRIER's breach of this Agreement, negligence, wilful misconduct, violation of law, performance of transportation services, bodily injury, death, property damage, or cargo loss or damage, except to the extent caused by the negligence or wilful misconduct of the indemnified party.

8.2BROKER shall indemnify CARRIER from third-party claims to the extent directly caused by BROKER's negligence, wilful misconduct, or breach of this Agreement.

9.INDEPENDENT CONTRACTOR; NON-EXCLUSIVE RELATIONSHIP

9.1The Parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, fiduciary, or agency relationship. Neither Party has authority to bind the other except as expressly stated in writing.

9.2This Agreement is non-exclusive. Either Party may conduct business with other brokers, carriers, shippers, or service providers.

10.CONFIDENTIALITY AND NON-SOLICITATION

10.1Non-public customer information, rates, shipment volumes, routing information, pricing, operational information, and other confidential business information disclosed through the relationship shall be kept confidential and used only to perform services under this Agreement, except where disclosure is required by law.

10.2To the extent permitted by applicable law, CARRIER shall not knowingly use information obtained solely through BROKER to circumvent BROKER and directly solicit transportation business from a customer first introduced to CARRIER by BROKER for 12 months after CARRIER's last shipment for that customer, unless BROKER agrees otherwise in writing. This provision does not apply to a customer with whom CARRIER can document a pre-existing direct business relationship independent of BROKER.

11.RECORDS, DOCUMENTS AND NOTICES

11.1CARRIER shall maintain shipment and compliance records required by applicable law and shall provide BROKER with documents reasonably necessary to verify performance, investigate a claim, or confirm compliance with this Agreement.

11.2Notices under this Agreement shall be in writing and may be delivered by email to the business contacts designated by the Parties, unless applicable law requires another method. Each Party shall advise the other of material changes to its contact information.

12.TERM AND TERMINATION

12.1This Agreement begins on the effective date and continues for one year, automatically renewing for successive one-year terms unless either Party gives 30 days' written notice of termination.

12.2Either Party may terminate immediately for material breach, fraud, unauthorized re-brokering, loss of required operating authority, or lapse of required insurance. Termination does not affect obligations relating to shipments already accepted or rights and liabilities accrued before termination.

13.FORCE MAJEURE

13.1Neither Party is liable for a failure to perform caused by an event beyond its reasonable control and not caused by its fault or negligence, provided the affected Party promptly notifies the other and takes reasonable steps to reduce the impact. This clause does not excuse payment obligations already due or CARRIER's obligations to safeguard cargo in its possession.

14.GOVERNING LAW AND DISPUTES

14.1This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-law principles.

14.2The Parties attorn to the exclusive jurisdiction of the courts of British Columbia for disputes arising from this Agreement, subject to any mandatory law that applies to a particular transportation claim or shipment.

15.GENERAL

15.1Waiver. A failure to enforce any provision is not a waiver of that provision or any later breach.

15.2Severability. If a provision is found invalid or unenforceable, the remaining provisions continue in effect to the extent legally permitted.

15.3Assignment. CARRIER may not assign this Agreement or an accepted shipment without BROKER's prior written consent. BROKER may assign this Agreement to an affiliate or successor as part of a reorganization, amalgamation, sale, or transfer of substantially all relevant business assets, upon written notice.

15.4Amendments. This Agreement may be amended only in writing accepted by authorized representatives of both Parties. Handwritten or unilateral changes are ineffective unless specifically accepted in writing by the other Party.

15.5Entire Agreement. This Agreement and written shipment confirmations constitute the entire agreement between the Parties regarding the subject matter and supersede prior discussions or understandings on that subject.

15.6Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and together constitute one agreement.

15.7Survival. Provisions relating to payment, cargo claims, indemnity, confidentiality, non-solicitation, dispute resolution, and obligations that by their nature should survive will survive termination.