Freight Brokerage Services Terms and Conditions

1. Broker Status and Scope of Services

Ship Smart Solutions, Inc. is registered with the Federal Motor Carrier Safety Administration as a property broker (MC-1689460; USDOT 4327981) and is authorized to arrange transportation of property other than household goods. Ship Smart Solutions is not acting as a motor carrier under its own operating authority. Its brokerage services may include arranging Full Truckload (FTL), Less-Than-Truckload (LTL), Partial Truckload (PTL), dry van, refrigerated, flatbed, open-deck, drayage, expedited, heavy-haul, oversize/overweight, intermodal, and other non-household-goods transportation through authorized third-party motor carriers. Ship Smart Solutions may also coordinate warehousing or other logistics services through third-party providers unless the parties expressly agree otherwise in writing.

These Brokerage Terms do not apply to the transportation of household goods as that term is defined under applicable federal law, unless Ship Smart Solutions separately obtains the authority required for such services and expressly agrees in writing to provide them.

2. Relationship of Broker and Motor Carrier

Ship Smart Solutions arranges transportation by independent third-party motor carriers. The selected motor carrier, and not Ship Smart Solutions, has responsibility for operating the vehicle, employing or contracting with drivers, controlling the means and manner of transportation, and physically transporting the cargo. Unless a separate written agreement expressly states otherwise, Ship Smart Solutions does not take possession, custody, or physical control of cargo and does not assume the obligations of a motor carrier merely by arranging transportation, issuing or transmitting documents, communicating with drivers or facilities, providing tracking, or coordinating pickup and delivery.

Nothing in these Brokerage Terms eliminates liability that applicable law independently imposes on Ship Smart Solutions in its capacity as a broker.

3. Customer Shipment Information and Obligations

• Provide complete and accurate shipment information, including commodity, weight, dimensions, value, origin, destination, pickup and delivery requirements, and special handling conditions.
• Disclose hazardous materials and all temperature-control, security, regulatory, permit, escort, or specialized-equipment requirements before booking.
• Properly package, mark, label, load, block, brace, and prepare freight in accordance with applicable law and industry requirements, except to the extent a third party expressly assumes a specific function in writing.
• Provide timely and safe access for pickup and delivery and ensure that facilities, docks, and loading areas are suitable for the equipment and services requested.
• Provide accurate billing, credit, and reference information and promptly notify Ship Smart Solutions of material changes affecting the shipment or account.

4. Quotes, Rates, and Booking

Quotes are based on information supplied at the time of quotation and are subject to adjustment if actual shipment characteristics, commodity, weight, dimensions, equipment requirements, route, accessorial services, fuel costs, regulatory requirements, or market conditions differ from the information used to prepare the quote. A shipment is accepted for brokerage only upon issuance or acceptance of a rate confirmation, load tender, portal confirmation, email confirmation, or other written confirmation by Ship Smart Solutions.

5. Accessorial Charges, Cancellations, and Detention

Accessorial charges may apply for services or events including detention, layover, truck ordered not used (TONU), redelivery, reconsignment, storage, driver assist, liftgate, after-hours service, additional stops, permits, escorts, lumper charges, or other non-standard services. Applicable free time, rates, and conditions may be stated in a rate confirmation, published schedule, customer agreement, carrier charge, or other shipment documentation. Cancellation of a confirmed load after carrier dispatch may result in a cancellation or TONU charge.

6. Payment Terms

• Invoices are due according to the payment terms stated in the applicable credit agreement, rate confirmation, invoice, or customer agreement, or otherwise within thirty (30) days after the invoice date if no other terms are stated.
• Past-due amounts may accrue interest or late charges at the lesser of the rate stated in the applicable transaction documents or the maximum lawful rate, and may result in suspension of credit or services.
• Billing disputes must be raised promptly in writing with reasonable supporting detail. Undisputed amounts remain due according to the applicable payment terms.
• To the extent permitted by law, Customer is responsible for reasonable costs of collecting past-due amounts, including reasonable attorneys’ fees and collection expenses.
• Customer may not offset an unrelated claim against amounts due for brokerage services or transportation charges without Ship Smart Solutions’ written consent, except to the extent a right of setoff cannot lawfully be waived.
• Payment by Customer directly to a motor carrier or other third party does not discharge amounts properly invoiced by Ship Smart Solutions unless Ship Smart Solutions authorized the direct payment in writing.

7. Pickup, Delivery, and Service Commitments

Pickup and delivery dates and times are estimates unless Ship Smart Solutions expressly agrees in writing to a specific brokerage service commitment. Transit and delivery are performed by the selected motor carrier. Ship Smart Solutions does not guarantee carrier performance, transit time, or delivery time unless an authorized representative expressly agrees otherwise in writing. This section does not excuse Ship Smart Solutions from any obligation that applicable law independently imposes on it as a broker.

8. Motor Carrier Selection and Third-Party Providers

Ship Smart Solutions seeks to use motor carriers that hold the operating authority and insurance required for the contemplated transportation and may review information available from FMCSA, insurers, monitoring services, carrier onboarding platforms, or other sources. Carrier authority, insurance, safety data, and status can change after verification. Unless separately agreed in writing, Ship Smart Solutions does not warrant or guarantee a motor carrier’s future performance, continued authority, financial condition, or absence of loss. Any legal duty Ship Smart Solutions may have concerning carrier selection remains subject to applicable law.

9. Cargo Loss, Damage, Shortage, and Delay

9.1 Claims Against the Motor Carrier

For transportation arranged by Ship Smart Solutions, cargo loss, damage, shortage, or delay claims are generally governed by the liability of the motor carrier that transported the shipment, the carrier’s bill of lading, tariff or contract, applicable insurance, and applicable transportation law. For interstate motor-carrier shipments subject to the Carmack Amendment, 49 U.S.C. § 14706, carrier liability and claim deadlines are governed by that statute and any lawful carrier terms. Customer is responsible for preserving and timely asserting claims against the motor carrier within the applicable claim period.

9.2 Broker Assistance With Cargo Claims

Customer should notify Ship Smart Solutions promptly after discovering cargo loss, damage, shortage, or material delay. At Customer’s request, Ship Smart Solutions may assist in transmitting documents, communicating with the motor carrier or insurer, or facilitating claim administration as a courtesy. Such assistance does not constitute an assumption of motor-carrier cargo liability, a waiver of defenses, or an admission that Ship Smart Solutions is liable for the claim. Customer remains responsible for complying with all carrier and legal claim deadlines.

10. Limitation of Broker Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHIP SMART SOLUTIONS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES, LOSS OF MARKET, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING FROM BROKERAGE OR LOGISTICS COORDINATION SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES MAY OCCUR.

Except for liability arising from Ship Smart Solutions’ fraud, willful misconduct, or gross negligence, and except to the extent a liability cannot lawfully be limited, Ship Smart Solutions’ aggregate liability arising from its broker services for a particular shipment will not exceed the brokerage compensation actually earned and retained by Ship Smart Solutions for that shipment. This limitation does not limit or alter the separate liability of the motor carrier for cargo loss or damage under applicable law or contract and does not apply where Ship Smart Solutions expressly assumes a different liability in a signed written agreement.

11. Insurance

Motor carriers engaged by Ship Smart Solutions are expected to maintain insurance required by applicable law and any additional contractual requirements applicable to the shipment. Customer acknowledges that carrier liability and carrier insurance may be subject to limits, exclusions, deductibles, defenses, or insolvency risk. Customer should evaluate whether shipper’s interest, cargo, contingent cargo, or other insurance is appropriate for high-value, temperature-sensitive, specialized, or otherwise high-risk shipments. Ship Smart Solutions does not provide insurance unless expressly stated in a separate written agreement.

12. Indemnification

To the maximum extent permitted by law, Customer will indemnify, defend, and hold harmless Ship Smart Solutions and its affiliates, officers, employees, and agents from third-party claims, losses, liabilities, penalties, and reasonable attorneys’ fees arising from: (a) materially inaccurate or incomplete shipment information supplied by Customer; (b) improper packaging, labeling, loading, blocking, bracing, or commodity description for which Customer is responsible; (c) undisclosed or misdeclared hazardous materials or regulated commodities; (d) Customer’s violation of applicable law; or (e) Customer’s material breach of these Brokerage Terms. This provision does not require Customer to indemnify Ship Smart Solutions for liability to the extent caused by Ship Smart Solutions’ own negligence or misconduct where such indemnification is prohibited by applicable law.

13. Hazardous Materials and Regulated Shipments

Customer must disclose hazardous materials, dangerous goods, controlled commodities, oversize/overweight requirements, and other regulated shipment characteristics before booking and must provide all legally required descriptions, classifications, documentation, labels, permits, and emergency-response information for which the shipper is responsible. Ship Smart Solutions may refuse, suspend, cancel, or reprice a brokerage arrangement that was not accurately disclosed or cannot lawfully or safely be handled as tendered, subject to applicable law and any amounts already incurred.

14. Independent Contractors; No Agency of Carrier

Motor carriers and other third-party service providers engaged in connection with a shipment are independent businesses and are not employees of Ship Smart Solutions. Except to the extent expressly agreed in writing or imposed by law, no motor carrier is authorized to bind Ship Smart Solutions, and Ship Smart Solutions is not authorized to control the carrier’s drivers, equipment, routes, hours of service, safety decisions, or manner of performing transportation.

15. Force Majeure

Neither party will be liable for failure or delay in performing an obligation, other than an accrued payment obligation, to the extent caused by circumstances beyond that party’s reasonable control, including severe weather, natural disaster, war, terrorism, labor disputes, governmental action, fuel shortages, pandemic-related disruption, infrastructure failure, widespread communications or technology outages, or comparable events. This provision is subject to any non-waivable rights or duties imposed by applicable law.

16. Claims, Disputes, and Cooperation

The parties will reasonably cooperate in investigating billing disputes, service complaints, cargo claims, and other shipment-related issues. Customer must preserve relevant documents and provide reasonably requested supporting information. No investigation, assistance, settlement discussion, or payment by Ship Smart Solutions constitutes an admission of liability unless expressly stated in a signed writing.

17. Governing Law and Venue

Except to the extent superseded by federal law or another mandatorily applicable law, these Brokerage Terms are governed by the laws of the State of Illinois, without regard to conflict-of-law principles. Any dispute between Customer and Ship Smart Solutions arising from brokerage or logistics coordination services that is not subject to a separately executed dispute-resolution provision will be subject to the exclusive jurisdiction of the state or federal courts located in Illinois, unless applicable law requires otherwise. This section does not govern the venue of a cargo claim brought by Customer directly against a motor carrier under the Carmack Amendment or other law.

18. Order of Precedence

If documents governing a transaction conflict, a separately executed written transportation or services agreement signed by authorized representatives of both parties will control over these Brokerage Terms to the extent of the conflict. Shipment-specific rate confirmations or other written shipment terms will control over these Brokerage Terms on shipment-specific commercial terms to the extent expressly inconsistent. A motor carrier’s bill of lading or tariff may govern the carrier’s transportation obligations and cargo liability, but will not by itself convert Ship Smart Solutions from broker to motor carrier or impose carrier obligations on Ship Smart Solutions unless Ship Smart Solutions expressly agrees to those obligations in a signed writing or applicable law independently imposes them.

19. No Third-Party Beneficiaries; Assignment

These Brokerage Terms are for the benefit of Ship Smart Solutions and Customer and do not create rights in any third party except as expressly stated in a controlling written agreement. Customer may not assign its rights or obligations under these Brokerage Terms without Ship Smart Solutions’ written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets where the assignee assumes the applicable obligations. Ship Smart Solutions may assign these Brokerage Terms in connection with a merger, reorganization, financing, or sale of substantially all relevant business assets, subject to applicable law.

20. Changes to These Brokerage Terms

Ship Smart Solutions may revise these Brokerage Terms from time to time for future transactions by posting an updated version with a revised effective date. Changes will not retroactively modify a shipment already accepted under different controlling written terms unless the parties agree in writing or applicable law provides otherwise.

21. Severability and Survival

If any provision of these Brokerage Terms is found unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law. Payment obligations, claim-related provisions, limitations of liability, indemnification obligations, dispute provisions, and other terms that by their nature should survive will survive completion or termination of the applicable services.

Contact Us

Ship Smart Solutions, Inc.

650 E Diehl Rd, Naperville, IL 60563

Email: operations@ship-solutions.net

Phone: (331)-249-2786