Updated July 15, 2026

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PROPERTY BROKER STANDARD TERMS AND CONDITIONS

1.    Applicability.  Unless expressly superseded by a written contract signed by an officer of Best Drayage, LLC (“Broker”) and the shipper, consignor, consignee, or any other entity claiming an interest in goods for which Broker arranges transportation (“Customer”) these Terms and Conditions, as amended from time to time by Broker in its sole discretion, (“Terms”) shall govern property brokerage service (which, for purposes hereof, shall mean the arrangement of motor carrier transportation to be performed by third party Servicing Motor Carriers as defined below) provided by Broker (“Services”), including services performed pursuant to a load/rate confirmation, or “spot” move agreement which such agreement does not specifically disclaim the provisions of the Terms.  Any terms and conditions on any load/rate confirmation or similar document exchanged between the parties other than these Terms, as revised from time to time, shall not apply to any Services and shall not be binding on or applicable to Broker.  Customer understands and agrees that Broker functions as an independent entity, and not as a carrier, in selling, negotiating, providing and arranging for transportation for compensation, and that the actual transportation of shipments tendered to Broker shall be performed by third-party motor carriers (“Servicing Motor Carriers”).  Customer further acknowledges and agrees that the actual transportation services performed by the Servicing Motor Carrier are not subject to or governed by these Terms and are rather governed by the transportation contracts in place, if any, between Customer and the Servicing Motor Carrier, the terms of which may be maintained in tariffs, bills of lading, or similar documentation maintained by the Servicing Motor Carrier.  Broker and Customer represent and warrant that their relationship is that of independent contractors and that the respective employees are under their respective exclusive management and control.  Nothing in these Terms shall be deemed to require Broker to provide Services upon request of Customer and Broker reserves the right to accept or decline, in its sole discretion, any particular request for Services.

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2.    Compliance with Law.  Broker represents and warrants that it is duly and legally qualified to operate as a property broker and to provide the Services contemplated herein.  Broker agrees to comply with all applicable federal, state and local laws regarding the provision of such brokerage Services.  Customer warrants and represents that it is authorized to tender the cargo in question to Broker and that all descriptions of the cargo are complete, accurate, and include all information required by applicable law, rules or regulation. Without in any way limiting the foregoing, if Customer tenders for transportation cargo designated as hazardous materials or dangerous goods, Customer shall be solely responsible for complying with any and all applicable laws, rules, regulations, or conventions with respect to classifying, tendering, packaging and labeling such cargo and must provide notice of any such cargo at the time a request for Services is first initiated by Customer to Broker.  In no event will Broker have any obligation to provide any instructions to the Servicing Motor Carrier with respect to cargo other than those expressly noted by the Customer on the load/rate confirmation or similar document.

   

3.    Payments and Charges.  Broker will charge and Customer will pay the rates and charges set forth in load/rate confirmation or similar document and in terms and conditions on Broker’s website or as otherwise agreed for services provided by Broker.  Customer agrees to pay Broker without offset and within fifteen (15) days of receiving the invoice, with interest accruing monthly at a rate of five percent (5%) per month on any unpaid balance.  Customer shall also be liable for any expenses, including attorney fees, Broker incurs in collecting its rates and charges.  Customer shall also be responsible for any additional accessorial charges imposed by the Servicing Motor Carrier which were not anticipated by Broker at the time Broker arranged for services with Servicing Motor Carrier or which were not otherwise included in the rate set forth in the rate confirmation or similar document.  If any information provided by Customer is inaccurate or incomplete, Customer acknowledges and agrees that agreed upon rates may, in Broker’s sole discretion, be revised to reflect the goods actually tendered.

 

4.    Warranties.  BROKER MAKES NO WARRANTIES, IMPLIED OR OTHER, FOR ANY TRANSPORTATION AND/OR RELATED SERVICES PROVIDED.

 

5.    Indemnification, Warranties, and Limitation of Liability.    IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES REGARDLESS OF WHETHER THE PARTY TO BE CHARGED HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.  THE TOTAL LIABILITY OF BROKER WITH RESPECT TO ANY CLAIMS OR DAMAGES ARISING FROM OR RELATED SERVICES PROVIDED PURSUANT TO THESE TERMS AND CONDITIONS WILL BE FOR THE AMOUNT CHARGED BY BROKER WITH RESPECT TO THE SERVICES SPECIFICALLY GIVING RISE TO SUCH CLAIMS OR DAMAGES.  CUSTOMER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS BROKER FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, FINES, JUDGMENTS, PENALTIES AND AMOUNTS (INCLUDING REASONABLE ATTORNEY FEES) ARISING FROM OR RELATED TO: (I) BREACH BY CUSTOMER OF THESE TERMS AND CONDITIONS; (II) THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF CUSTOMER, ITS AGENTS, CONTRACTORS OR EMPLOYEES; (III) VIOLATION BY CUSTOMER, ITS AGENTS, CONTRACTORS OR EMPLOYEES OF ANY APPLICABLE LAWS, RULE OR REGULATION; OR (IV) COMPLIANCE WITH OR RELIANCE ON ANY INSTRUCTIONS, DIRECTIONS, OR REQUEST OF CUSTOMER.  THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO

WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.

 

6.    Servicing Motor Carriers.  Broker’s sole responsibility with respect to selection and retention of Servicing Motor Carriers is to make reasonable efforts to place Customer’s loads with responsible Servicing Motor Carriers: (i) authorized to perform the services required by Customer; (ii) which such carriers do not hold an “unsatisfactory” safety rating from the U.S. Department of Transportation; and (iii) that possess all insurance coverages required by applicable law.  Broker makes no express or implied warranties or guarantees concerning delivery time or the locating of a Servicing Motor Carrier to provide the transportation services requested by Customer.

 

7.    Broker Insurance.  Broker shall comply with all insurance and bonding requirements imposed upon it by law, including its obligation to maintain a surety bond or trust fund agreement.

 

8.    Cargo Loss, Damage or Shortage.  The Servicing Motor Carrier’s liability for cargo loss or damage shall be for the actual replacement value of the cargo, not to exceed $250,000 per shipment.  It will be Customer’s responsibility to insure product in-transit and Customer acknowledges that if Customer wishes to declare excess value higher than the Servicing Motor Carrier’s limitation, Broker will have no responsibility to do so other than facilitating communications between Customer and the Servicing Motor Carrier.  Broker may facilitate claims filing and processing with the Servicing Motor Carrier if Customer submits to Broker, within one hundred eighty (180) days of the date of delivery, a written claim, fully supported by all relevant documentation, including but not limited to the signed delivery receipt, listing the nature and cause of the claim for cargo loss or damage.  Broker may, in its sole discretion and without liability to Customer, discontinue pursuit of claims with the Servicing Motor Carrier if such claim is not resolved within sixty (60) days of receipt by Broker or if Customer, in Broker’s sole discretion, fails to cooperate with Broker in filing of claims with the Servicing Motor Carrier.  Customer acknowledges and agrees that failure or alleged failure by the Servicing Motor Carrier to comply with shipment handling instructions, or a broken trailer seal, shall not result in any presumption that food has been adulterated, contaminated, or otherwise rendered unfit for its intended purpose, nor otherwise be grounds for rejection of a shipment or filing of a claim for cargo loss or and damage without proof of actual loss or damage.  Broker shall have no liability for cargo loss, damage, or shortage except to the extent such claims are caused by Broker’s negligent acts or omissions, in which case, Broker’s liability shall be limited to the charges assessed by Broker and paid by Customer with respect to the goods at issue.  Customer is responsible for filing a claim with Broker alleging Broker’s liability for cargo loss and damage within one hundred eight (180) days of the date of delivery of the cargo in question (or, if none, within one hundred eight (180) days of the date cargo should have been delivered).  Failure to do so will result in an absolute bar to any such claim and will relieve Broker of any and all liability with respect thereto.  In no event will Broker have any liability arising from or related to the Servicing Motor Carrier’s refusal to accept full value liability or the Servicing Motor Carrier otherwise limiting its liability for cargo loss and damage.  Broker shall be under no obligation to arrange, and Servicing Motor Carrier shall be under no obligation to provide, service in accordance with any set pick-up or delivery schedule; Broker’s sole obligation is to ensure Servicing Motor Carriers provide services with reasonable dispatch.  Any lawsuit arising from such claim must be commenced within two (2) years of denial of all or any part of such claim.  Customer acknowledges and agrees that the sole liability of Broker with respect to loss, damage or delay to cargo shall be as set forth in this provision and Customer warrants and represents that if it is not the owner of such cargo, Customer holds authority from such owner to bind the owner to the provisions of these Terms.

 

9.    Rail Transportation.  Notwithstanding anything in these Terms and Conditions to the contrary, in the event, whether upon request of Customer or in Broker’s discretion, any portion of the underlying transportation is performed by a rail carrier (“Rail Carrier”), CUSTOMER acknowledges and agrees that the Rail Carrier services, including, but not limited to, charges, liability (including limitations) for loss or damage to cargo, and terms and conditions of services are governed by tariffs, circulars or similar documents maintained by the Rail Carrier or other third party logistics provider arranging such Rail Carrier services (the “Rail Conditions”).  Customer acknowledges and agrees that Customer, and not Broker, shall be deemed as a shipper or beneficial cargo owner for purposes of application of Rail Conditions.  As between Customer and Broker, Customer shall be solely responsible for: (a) proper packing of any and all shipments; (b) blocking and bracing all such cargo in accordance with the Rail Conditions, as well as in accordance with industry standards (including, but not limited to, those imposed by the American Association of Railroads via Circular 43, Rules Governing the Loading, Blocking and Bracing of Freight in Closed Trailers and Containers for TOFC/COFC Service); and (c) compliance with any and all obligations and charges imposed by the Rail Carrier with respect to tender of cargo for rail and/or intermodal transportation, including but not limited to any and all charges for accessorial services imposed by Rail Carriers whether or not included in the initial rates agreed upon by the parties.

 

10.    Shipping Documents.  Shipments tendered hereunder may be accepted by the Servicing Motor Carrier on a bill of lading or similar transportation document setting forth the respective legal rights and obligations of Customer and the Servicing Motor Carrier.  In no event shall the terms or conditions of any such bill of lading or other document used by Customer and the Servicing Motor Carrier apply to Broker’s Services or otherwise be binding on Broker.  Upon request of Customer, Broker shall request that Servicing Motor Carriers obtain a delivery receipt from the consignee, showing the products delivered, the condition of the shipment and the date and time of such delivery.

 

11.    Notifications of Accidents or Delays.  Broker agrees to notify Customer of any accident or other event of which Broker is apprised and which prevents the motor carrier from making a timely or safe delivery. 

 

12.    Dispute Resolution.  These Terms shall be deemed to have been drawn in accordance with the statutes and laws of the state of California and in the event of any disagreement or dispute regarding services subject to these Terms, to the extent not otherwise governed by federal law, the laws of California shall apply and suit must be brought in California as each party specifically submits to the exclusive personal jurisdiction of such courts for disputes involving the Services.