Please review the complete agreement. Scroll to the bottom to unlock the signature acknowledgements.
1. Broker's Role
The Client acknowledges and agrees that Amparo Freight acts as a transportation broker/intermediary arranging transportation services with independent motor carriers. Unless expressly agreed otherwise in writing, Amparo Freight does not take physical possession, custody or control of the Client's cargo and does not operate the motor vehicle transporting the shipment. The motor carrier selected for a shipment remains an independent contractor and is responsible for the actual transportation, possession, custody, care, handling, security and delivery of the cargo. Nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship between Amparo Freight and any motor carrier.
2. Independent Motor Carrier
Each motor carrier engaged to transport a shipment is responsible for maintaining all licences, registrations, permits, operating authorities, safety requirements and insurance required by applicable Canadian, provincial, territorial or United States law, as applicable to the shipment. Amparo Freight may request evidence of such authority and insurance before dispatching a shipment.
3. Cargo Loss, Damage, Shortage or Non-Delivery
The Client acknowledges that the motor carrier having physical custody and control of the cargo is primarily responsible for loss of or damage to the cargo occurring while the cargo is in the carrier's possession, custody or control, subject to applicable law and the applicable contract of carriage. This includes, where legally applicable, lost or missing cargo, theft or shortage, physical damage or destruction, improper handling or securement attributable to the carrier, contamination attributable to the carrier, unauthorized delivery or delivery to an incorrect party, failure to protect cargo while in the carrier's custody, and other cargo loss or damage for which the carrier is legally responsible. The responsible motor carrier shall be responsible for satisfying valid cargo claims arising from its acts, omissions or legal responsibility, regardless of whether its insurer accepts, denies, limits or excludes coverage. Denial of an insurance claim does not, by itself, release the motor carrier from liability that the carrier otherwise has under law or contract.
4. Carrier Insurance
Amparo Freight will use commercially reasonable efforts to engage carriers that provide evidence of required insurance. The Client understands that a certificate of insurance is evidence of insurance at the time it is issued and is not a guarantee that an insurer will accept or fully pay a particular claim. The Client must disclose the nature and value of cargo before dispatch, particularly for high-value, fragile, temperature-sensitive, hazardous, restricted or unusual commodities. Where declared cargo value exceeds the available cargo insurance or liability protection of the proposed carrier, Amparo Freight may decline the shipment or require additional arrangements before dispatch.
5. Carrier Indemnification Requirement
To the extent permitted by applicable law, Amparo Freight shall require its contracted motor carriers to indemnify and hold harmless Amparo Freight and, where applicable, the Client from claims, losses, damages, liabilities, costs and reasonable legal expenses arising from the carrier's negligence, wilful misconduct, cargo loss or damage, theft or shortage, breach of its transportation agreement, violation of applicable transportation or safety laws, acts or omissions of its drivers, employees, subcontractors or agents, or operation, maintenance, ownership or use of transportation equipment. This provision does not transfer liability to a carrier for loss caused solely by another party where such transfer would be contrary to applicable law.
6. Limitation of Amparo Freight's Responsibility
To the fullest extent permitted by applicable law, Amparo Freight shall not be liable as a motor carrier for cargo loss, cargo damage, theft, shortage or non-delivery where Amparo Freight did not have physical possession, custody or control of the cargo. Cargo claims should first be presented against the motor carrier legally responsible for the shipment. Nothing in this Agreement excludes liability that cannot lawfully be excluded or limited. Amparo Freight does not guarantee that a motor carrier or its insurer will remain solvent or that an insurer will accept or pay any particular claim.
7. Protection of Directors, Officers, Employees and Representatives
The Client acknowledges that this Agreement is entered into with Amparo Freight as a business entity, and not personally with any individual director, officer, shareholder, employee, representative or agent of Amparo Freight. To the fullest extent permitted by applicable law, no director, officer, shareholder, employee, representative or agent of Amparo Freight shall have personal liability for the contractual obligations of Amparo Freight or for cargo loss, damage, shortage, theft or non-delivery attributable to an independent motor carrier. The Client agrees that claims arising from this Agreement shall be asserted against the appropriate contracting entity or legally responsible carrier and not personally against Amparo Freight's directors, officers, shareholders, employees or representatives, except to the extent personal liability is imposed by law and cannot legally be excluded.
8. Client's Responsibilities
The Client is responsible for providing complete and accurate shipment information, including commodity description, quantity, weight and dimensions, declared cargo value where requested, pickup and delivery locations, special handling requirements, temperature requirements, dangerous or hazardous goods information, required permits and any unusual risk associated with the cargo. The Client shall properly package, label and prepare cargo for transportation unless otherwise expressly agreed in writing, and shall be responsible to the extent permitted by law for loss, penalties or additional expenses caused by materially inaccurate, incomplete or misleading shipment information supplied by the Client.
9. Concealed Damage and Claims
The Client or consignee should inspect the shipment promptly upon delivery. Visible shortages or damage should be recorded on the delivery receipt or Bill of Lading before signing whenever reasonably possible. Cargo claims must be reported promptly and comply with applicable notice periods, documentation requirements and limitation periods. The Client shall reasonably cooperate in providing invoices, photographs, proof of value, Bills of Lading, delivery receipts and other documents required to pursue a cargo claim.
10. No Double Brokerage or Unauthorized Subcontracting
A motor carrier engaged by Amparo Freight shall not re-broker, assign or transfer a shipment to another carrier without Amparo Freight's prior written authorization. Unauthorized double brokerage is strictly prohibited. Amparo Freight may take appropriate contractual action and cooperate with the Client, authorities or insurers as reasonably necessary.
11. Payment of Freight Charges, Overdue Accounts and Collection
Unless otherwise agreed by Amparo Freight in writing, all invoices are due and payable in full within thirty (30) calendar days from the invoice date. Any amount remaining unpaid after its due date shall accrue interest at the rate disclosed on the applicable invoice or other written agreement, subject to the maximum rate permitted by applicable Canadian law. If an invoice remains unpaid, Amparo Freight may send payment demands, place the account on credit hold, suspend further services, refer the account to a collection agency or legal counsel, commence legal proceedings, and, where permitted by law, report a valid delinquent account to an appropriate credit reporting or collection service. To the fullest extent permitted by law, the Client shall be responsible for reasonable collection-agency charges, court filing fees and legal fees legally recoverable. A cargo, insurance or other claim does not automatically permit withholding, deduction or set-off of an otherwise valid Amparo Freight invoice except where required by law or authorized in writing. Ending the business relationship does not cancel outstanding invoices.
12. Consequential and Indirect Damages
To the fullest extent permitted by applicable law, Amparo Freight shall not be liable for indirect, incidental, special, punitive or consequential damages, including loss of profit, business opportunity, production interruption or goodwill, arising from transportation performed by an independent motor carrier. This does not exclude liability that cannot lawfully be excluded.
13. Force Majeure
Amparo Freight shall not be responsible for delay or failure in arranging transportation caused by circumstances reasonably beyond its control, including severe weather, natural disasters, road closures, governmental actions, labour disruptions, border delays, war, civil disturbance or other extraordinary events. This does not relieve a motor carrier from cargo responsibility imposed by applicable law.
14. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles, except where mandatory transportation law requires another jurisdiction's law to apply to a particular shipment. Subject to mandatory legal requirements, the parties attorn to the exclusive jurisdiction of the courts located in Ontario.
15. Compliance with Law
The parties shall comply with applicable Canadian federal law and applicable provincial and territorial transportation laws. Where transportation is extra-provincial, cross-border or otherwise subject to federal or foreign transportation requirements, those mandatory requirements apply to the extent required by law. If a provision conflicts with mandatory law that cannot be waived, the mandatory law prevails and the remaining provisions continue in effect.
16. Severability
If any provision is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be severed or limited to the minimum extent necessary and the remaining provisions shall remain in full force and effect.
17. Entire Agreement
This Agreement, together with applicable written rate confirmations, load confirmations and other documents expressly incorporated into it, constitutes the agreement between Amparo Freight and the Client concerning the covered services. Any amendment must be in writing and accepted by authorized representatives of both parties.
18. Electronic Signatures
Electronic signatures, electronically accepted agreements and counterparts shall be treated as originals to the extent permitted by applicable law.
Acknowledgement
By signing below, the Client confirms that it has read, understood and agreed to this Agreement, including provisions concerning independent motor carriers, cargo liability, carrier insurance, limitation of Amparo Freight's responsibility, director/officer protection, 30-day payment terms, overdue interest, collections, lawful credit reporting and legal recovery of unpaid accounts.
Important: This agreement is a business drafting template and should be reviewed by an Ontario lawyer familiar with transportation and commercial law before use. Mandatory statutory rights and liabilities cannot be eliminated by contract.
