"Traffic Tech's pleasant attitude, helpfulness and eagerness to find the best solution have made it a pleasure to do business with them."
- TRAFFIC TECH CUSTOMER

Carrier Terms & Conditions

USA Carriers

TERMS AND CONDITIONS BETWEEN TRAFFIC TECH, INC. AND MOTOR CARRIERS 

These terms and conditions between Traffic Tech, Inc. and motor carriers (“Rules”) applies to all shipments of commodities (“Goods”) for which Traffic Tech, Inc. (“Traffic Tech”) engages the services of a motor carrier or freight forwarder (“Carrier”).

Carrier, by agreeing to perform transportation or related services ("Services"), is bound by these Rules and waives, pursuant to 49 U.S.C. § 14101(b)(1), any all rights and remedies that it may have under 49 U.S.C. §§ 13101 through 14914 that are contrary to specific provisions of these Rules.

Traffic Tech as Broker

Traffic Tech is a transportation broker, authorized by MC 330574 to arrange for transportation of Goods by Carriers.

Carrier

Carrier is licensed by the Federal Motor Carrier Association ("FMCSA") as a motor common carrier, motor contract carrier, or freight forwarder.

Scope

These Rules apply to all shipments tendered to Carrier by Traffic Tech or by third parties on behalf of Traffic Tech.

Incorporation of Traffic Tech/Customer Terms and Conditions/Rules

Carrier acknowledges that Traffic Tech and shippers, consignors, consignees, beneficial owners, and other parties requesting Services ("Customers") will have entered into agreements, either by execution of written contracts or by incorporation of Traffic Tech's tariffs. To the extent that those contracts and/or tariffs affect the rights and obligations of Carrier, Carrier is bound by those contracts and tariffs. Traffic Tech shall disclose to Carrier any applicable terms and conditions upon the written request of Carrier.

Safety Rating

By agreeing to perform Services, Carrier warrants that it does not have an “Unsatisfactory” safety rating as determined by the FMCSA.

Services

Carrier must transport safely, promptly, and efficiently all shipments tendered to it by Traffic Tech.

Carrier, at its own cost and expense, must provide and maintain motor vehicles and other equipment used in providing its services, in good, safe, and efficient condition, and in compliance with all laws and regulations governing the maintenance and operation of such motor vehicles and other equipment.

Carrier will accept instruction for changes in delivery place or time from Traffic Tech only. If Carrier accepts change instructions from parties other than Traffic Tech, Carrier does so at its own risk and will forfeit its right to compensation for the shipment.

Carrier Compensation

Carrier agrees to invoice Traffic Tech within ten (10) days of delivery of a shipment. Each invoice must include an original or legible copy of the signed bill of lading and the signed delivery receipt.

Traffic Tech agrees to pay Carrier in accordance with individual Rate Confirmations, if applicable, or otherwise as agreed in writing.

Traffic Tech may offset payments due to Carrier against payments owed from Carrier. Unless other payment terms are agreed to between the Parties, Traffic Tech will make payment to Carrier within thirty (30) days of receipt of an uncontested invoice.

Traffic Tech is the sole party responsible for payment of Carrier's charges. Carrier agrees not to seek payment from shippers, consignees, or any other parties.

Carrier, for itself and on behalf of all approved agents and subcontractors, waives any lien which may exist against Goods. Carrier shall not withhold delivery of Goods due to any dispute with Traffic Tech, a shipper, a consignee, or any other party.

No Back Solicitation

Acceptance by Carrier of a load offered by Traffic Tech will constitute Carrier's recognition that the shipper of the load is a customer of Traffic Tech.

Carrier agrees not to solicit, arrange for, or accept, directly or indirectly, loads from Traffic Tech’s customers from anyone other than Traffic Tech.

In the event of a breach of this provision, Traffic Tech will be entitled to a commission of 25% of the gross transportation revenue received by Carrier from Traffic Tech’s customer for a period of two (2) years after the last shipment subject to these Rules is delivered.

Bills of Lading, Documentation

Carrier must issue a bill of lading for each shipment and provide Traffic Tech with proof of acceptance and delivery of each shipment. The terms and conditions of any bill of lading or other freight documentation used by Carrier or its subcontractors will not supplement, alter, or modify these Rules

Cargo Loss, Damage, and Delay.

Except as otherwise provided in these Rules, Carrier is liable for loss, damage, or delay in connection with the Goods according to the provisions of 49 U.S.C. § 14706.

Carrier’s liability for loss, damage, or delay in connection with Goods is for full actual loss and may not be limited by contract or otherwise.

If Carrier receives a sealed trailer, Carrier must not allow the seal to be removed or compromised without authorization in writing from Traffic Tech or the owner of the Goods. Any failure to comply with this requirement will result in the Goods conclusively being deemed damaged in full.

All claims for loss, damage, or delay will be processed in accordance with 49 CFR Part 370, except that claims must be concluded within 60 days of receipt. If a claim has not been concluded within 60 days of receipt, Traffic Tech has the right to set-off the claim amount from money due Carrier.

Carrier shall not sell or attempt to sell any Goods that are the subject of transportation services governed by this Agreement.

If Carrier’s failure to deliver a shipment as agreed results in a charge-back against Traffic Tech or Customer, Carrier is liable for the amount of the charge-back.

Claims based on a concealed loss or damage, which are reported to Carrier within 15 days of the date of delivery, shall be treated by Carrier as if an exception notation had been made on the delivery receipt at the time of delivery.

No Lien

Carrier waives and relinquishes all rights it might otherwise have to impose a lien under state or federal law against the Goods and shall not otherwise withhold delivery of any Goods due to any dispute with Traffic Tech, shipper, consignee, or any other party.

Subcontracting

Carrier shall not broker, subcontract, or interline a shipment without the prior written approval of Traffic Tech. If Carrier does so without authority from Traffic Tech, neither Carrier nor the party performing services shall charge Traffic Tech or its customers for such services. In addition, whether or not Carrier has Traffic Tech’s prior written approval to broker, subcontract, or interline, Carrier will remain responsible and liable as if Carrier performed the services itself as a motor carrier.

Indemnification

Carrier shall indemnify, defend, and hold harmless Traffic Tech, shippers, consignees, and owners of the Goods, their officers, agents, and employees (“Indemnitees”) against any and all liability, claims, or expenses, including attorneys’ fees and other costs of defense, with respect to those claims relating in any way to Carrier’s, its employees’ or its subcontractors’ performance or failure to perform asserted against Indemnitees by any person or entity.

Insurance

At all times, at its own expense, Carrier will maintain the insurance specified below. All insurance must be primary and required to respond and pay prior to any other available coverage.

Worker’s compensation insurance in statutory amounts;

Employer’s Liability insurance with limits of not less than $1,000,000;

Occurrence based commercial General Liability Insurance including blanket contractual coverage, with combined single limits of $1,000,000 for personal injury, including death, and $1,000,000 for each occurrence for property damage including: (i) Premises operation; and (ii) Contractual liability for the liability assumed by Carrier pursuant to any indemnification agreements between Traffic Tech and Carrier;

Occurrence based Truckers Policy or Automobile Liability Insurance with limits of $1,000,000 per occurrence, and Hazardous Materials coverage of not less than $5,000,000 per occurrence if Hazardous Materials are handled; and

Occurrence based cargo insurance with limits of liability of not less than $100,000 per shipment. Carrier's cargo insurance policy shall not exclude coverage for fraud, infidelity, unattended vehicle, dishonesty, or criminal acts of carrier's employees or agents. If the policies include such exclusions, Carrier must obtain and provide Traffic Tech with proof of a fidelity policy.

 

Canada Carriers

TERMS AND CONDITIONS BETWEEN TRAFFIC TECH INC. AND MOTOR CARRIERS

These terms and conditions between Traffic Tech Inc. and motor carriers ("Rules") applies to all shipments of commodities ("Goods”) for which Traffic Tech Inc. ("Traffic Tech") engages the services of a motor carrier or freight forwarder ("Carrier") in Canada.

Carrier, by agreeing to perform transportation or related services ("Services"), is bound by these Rules and waives, pursuant to any all rights and remedies that it may have according to law, that are contrary to specific provisions of these Rules.

Traffic Tech as Broker

Carrier acknowledges that Traffic Tech is a transportation broker duly registered as a transport service intermediary with the Quebec Transport Commission under number 8-M-30317-i and as a broker with the Federal Motor Carrier Safety Administration (“FMCSA”) under number MC256862. Traffic Tech is not a motor carrier or a freight forwarder, and is responsible only for arranging transportation and related services of Goods, not for actually performing the transportation or related services.

Carrier

Carrier performs motor carrier transportation services and is duly registered with at least one of the Canadian provincial transport authorities and/or licensed by the FMCSA to provide transportation and related services.

Scope

These Rules apply to all shipments tendered to Carrier by Traffic Tech or by third parties on behalf of Traffic Tech.

Incorporation of Traffic Tech/Customer Terms and Conditions/Rules

Carrier acknowledges that Traffic Tech and shippers, consignors, consignees, beneficial owners, and other parties requesting Services ("Customers") will have entered into agreements, either by execution of written contracts or by incorporation of Traffic Tech's terms and conditions with Customers. To the extent that those contracts and/or terms and conditions affect the rights and obligations of Carrier, Carrier is bound by those contracts, terms and conditions. Traffic Tech shall disclose to Carrier any applicable terms and conditions upon the written request of Carrier.

Safety Rating

By agreeing to perform Services, Carrier warrants that it does not have an “Unsatisfactory” safety rating as determined by any Canadian provincial transport authority or by the FMCSA.

Services

Carrier must transport safely, promptly, and efficiently all shipments tendered to it by Traffic Tech;

Carrier, at its own cost and expense, must provide and maintain motor vehicles and other equipment used in providing its Services, in good, safe, and efficient condition, and in compliance with all laws and regulations governing the maintenance and operation of such motor vehicles and other equipment. Traffic Tech will not be liable to Carrier for any damage sustained by or to Carrier’s motor vehicles and other equipment or for loss by complication or seizure by any public authority;

Carrier will accept instruction for changes in delivery place or time from Traffic Tech only. If Carrier accepts change instructions from parties other than Traffic Tech, Carrier does so at its own risk and will forfeit its right to compensation for the shipment;

All transportation services will be performed in full compliance with federal, provincial, municipal and to the extent applicable, international laws or regulations governing its operations, as well as any legislation and related programs designed to protect transportation activities from terrorist attacks, such as the Custom-Trade Partnership Against Terrorism (“CTPAT”) and the Free and Secure Trade initiative.

Carrier Compensation

Carrier agrees to invoice Traffic Tech within ten (10) days of delivery of a shipment. Each invoice must include an original or legible copy of the signed bill of lading, the signed delivery receipt(s) and any other billing documents reasonably requested by Traffic Tech;

Provided such documents are received, Traffic Tech agrees to pay Carrier in accordance with individual rate confirmations, if applicable, or otherwise as agreed in writing. Unless other payment terms are agreed to between the parties, Traffic Tech will make payment to Carrier within thirty (30) days of receipt of Carrier’s bill of lading and delivery receipts;

Traffic Tech shall have the right to set off claims for loss, damage or delay, and claims for overcharge or duplicate payment, against freight or other charges owed to Carrier;

Traffic Tech is the sole party responsible for payment of Carrier's charges. Carrier agrees not to seek payment from shippers, consignees, or any other parties;

Carrier, for itself, and on behalf of all approved agents and subcontractors, waives its rights to any lien which may exist against Goods or property of Traffic Tech or any of its Customers, shippers or consignees. Carrier shall not withhold delivery of Goods due to any dispute with Traffic Tech, a shipper, a consignee, or any other party.

No Back Solicitation

Acceptance by Carrier of a load offered by Traffic Tech will constitute Carrier's recognition that the shipper of the load is a Customer of Traffic Tech;

Carrier agrees not to solicit, arrange for, or accept, directly or indirectly, loads from Traffic Tech’s Customers from anyone other than Traffic Tech;

In the event of a breach of this provision, Traffic Tech will be entitled to a commission of 25% of the gross transportation revenue received by Carrier from Traffic Tech’s Customer for a period of two (2) years after the last shipment, subject to these Rules, is delivered.

Bills of Lading and Other Shipping Documents

Carrier must issue a bill of lading for each shipment and provide Traffic Tech with proof of acceptance and delivery of each shipment. Said bill of lading shall indicate the kind, quantity and condition of Goods by Carrier in apparent good order and condition unless such Goods are not readily observable (contents and condition of contents of package unknown) or as may be otherwise noted on the face of the bill of lading. The terms and conditions of any bill of lading or other freight documentation used by Carrier or its subcontractors will not supplement, alter, or modify these Rules. If Traffic Tech is erroneously identified as the “carrier” on any bill of lading or other documents at the origin point or in the course of transit, such designation does not in any way, modify or amend the relationship between Traffic Tech and the Carrier under these Rules or the role of Traffic Tech as a transport service intermediary or broker.

Cargo Loss, Damage, and Delay

Except as otherwise provided in these Rules, Carrier is liable for loss, damage, or delay in connection with the Goods accepted by Carrier or its agent. Carrier’s duties and responsibilities under these Rules shall commence when Carrier takes possession and control of Traffic Tech’s Customers’ Goods or upon execution or such bill of lading or receipt by Carrier, whichever occurs first, and shall end when consignee signs the bill of lading or delivers a receipt and Carrier delivers the Goods;

Carrier shall be liable for the total, actual value of the shipments tendered by Traffic Tech to Carrier, including the freight and other costs, if so paid. The terms “actual value” means the value of the Goods at the place and time of shipment;

If Carrier receives a sealed trailer, Carrier must not allow the seal to be removed or compromised without authorization in writing from Traffic Tech or the owner of the Goods. Any failure to comply with this requirement will result in the Goods conclusively being deemed damaged in full;

All claims for loss, damage, or delay must be concluded within sixty (60) days of receipt. If a claim has not been concluded within sixty (60) days of receipt, Traffic Tech has the right to set-off the claim amount from money due Carrier;

Carrier shall not sell or attempt to sell any Goods that are the subject of transportation services governed by these Rules. In the event branded or labeled Goods are damaged, Traffic Tech’s Customer may determine, at its entire discretion, whether the Goods can be salvaged, and if salvageable, the value of such salvage. Any salvage receipts shall be deducted from the amount of Traffic Tech’s claim against Carrier. If Traffic Tech’s Customer permits its Goods to be salvaged, and Carrier pays the total, actual value of the damaged Goods, Carrier may retain custody of the Goods after removing all identifying marks or labels;

If Carrier’s failure to deliver a shipment as agreed results in a charge-back against Traffic Tech or Customer, Carrier is liable for the amount of the charge-back;

Claims based on a concealed loss or damage, which are reported to Carrier within fifteen (15) days of the date of delivery, shall be treated by Carrier as if an exception notation had been made on the delivery receipt at the time of delivery.

No Lien

Carrier waives and relinquishes all rights it might otherwise have to impose a lien under federal or provincial law against the Goods and shall not otherwise withhold delivery of any Goods due to any dispute with Traffic Tech, shipper, consignee, or any other party.

Subcontracting

Carrier shall not broker, subcontract, or interline a shipment without the prior written approval of Traffic Tech. If Carrier does so without authority from Traffic Tech, neither Carrier nor the party performing services shall charge Traffic Tech or its customers for such services. In addition, whether or not Carrier has Traffic Tech’s prior written approval to broker, subcontract, or interline, Carrier will remain responsible and liable as if Carrier performed the services itself as a motor carrier;

Carrier shall not divert or reconsign any shipment except upon written instructions from Traffic Tech. Carrier shall not accept instructions for diversion or reconsignment from any consignee without notice to Traffic Tech, and written consent of Traffic Tech.

Indemnification

Carrier shall indemnify Traffic Tech for any fines, costs, claims, liability or expenses that may incur and arise out of violations by Carrier of any applicable laws and regulations during Carrier’s performance under these Rules;

Carrier shall defend, indemnify, and save Traffic Tech, its affiliated entities, customers, shippers, consignees, directors, officers, employees and agents harmless from and against any and all losses, costs, expenses, claims, demands, liabilities, fines, damages, suits, proceedings for actions (including all reasonable expenses and attorneys’ fees) arising out of injuries to or the death of any person or persons, or arising out of loss or damage to the business or property of any person or persons, including the property of Traffic Tech caused by or resulting, whether directly or indirectly, from the receipt, transportation and/or delivery of any shipment subject to these Rules by Carrier, or any of its agents, employees or sub-contractors (collectively referred to as the “Claims”), including, without limitation, Claims based on a party’s breach of warranty and Claims for any violation of any law, ordinance or regulation, except for Claims arising out of Traffic Tech’s wrongful act or omission or negligence;

Carrier will hold harmless and indemnify Traffic Tech for any claim for insurance premium or any claim by an employee of the Carrier for injuries sustained in the ordinary course of business including, but not limited to, drivers, lumpers, helpers, agents or subcontractors of Carrier.

Insurance

At all times, at its own expense, Carrier will maintain the insurance specified below. All insurance must be primary and required to respond and pay prior to any other available coverage.

Worker’s compensation insurance which complies with all applicable provincial or state requirements;

Occurrence based commercial General Liability Insurance including blanket contractual coverage, with combined single limits of $1,000,000 for personal injury, including death, and $500,000 for each occurrence for property damage including: (i) Premises operation; and (ii) Contractual liability for the liability assumed by Carrier pursuant to any indemnification agreements between Traffic Tech and Carrier.

Occurrence based Truckers Policy or Automobile Liability Insurance with limits of $1,000,000 per occurrence, and Hazardous Materials coverage of not less than $5,000,000 per occurrence if Hazardous Materials are handled; and

Occurrence based cargo insurance with limits of liability of not less than $100,000 per shipment. Carrier's cargo insurance policy shall not exclude coverage for fraud, infidelity, unattended vehicle or from a trailer detached from the power unit, dishonesty, or criminal acts of carrier's employees or agents. If the policies include such exclusions, Carrier must obtain and provide Traffic Tech with proof of a fidelity policy or surety bond providing such coverage to the satisfaction of Traffic Tech.

Except for Worker’s Compensation Insurance, the above policies and certificates must name Traffic Tech as an additional insured. Carrier Shall furnish to Traffic Tech a copy of each such insurance policy and written certificate of insurance. All policies and certificates must require that the insurer provide Traffic Tech at least thirty (30) days notice of any material changes or cancellation.

Business Conduct

Carrier will comply with Traffic Tech’s policy to ensure that its company, senior management and all of its companies’ employees and suppliers are committed to complying with all relevant legislation and appropriate guidelines designed to detect, deter, and prevent money laundering and other activities intended to facilitate the funding of terrorist or criminal activities. The Carrier will at all times ensure the protection of its staff, and safeguard Traffic Tech’s organization and reputation against the threat of money laundering and the funding of terrorist and criminal activities.

Relationship Between the Parties

The relationship of Carrier to Traffic Tech shall at all times, be that of an independent contractor, except that Traffic Tech will be the agent for Carrier for the collection and payment of charges to Carrier. The Carrier authorizes Traffic Tech to invoice its Customers, the shipper or consignee for freight charges on behalf of the Carrier and the Carrier agrees that Traffic Tech is solely responsible for payment of all freight charges to the Carrier.

Applicable Laws

These Rules shall be governed by and interpreted in accordance with laws of the Province of Quebec and the federal laws of Canada applicable within. All disputes arising under these Rules must be submitted to the jurisdiction of courts from the judicial district of Montreal, Province of Quebec or the Federal Court of Canada.