Aaall States Auto Transport Inc.
Carrier Terms & Conditions

• 1. Terms and Acceptance. Aaall States Auto Transport Inc. (“ASATI”) is a licensed transportation broker as legally defined under 49 U.S.C. §13102 Definitions (2), and 49 C.F.R. §371.2
• The undersigned (“Carrier”) agrees that ASATI will serve as the transportation broker between Carrier and the customer and that a vehicle owned by the customer will be transported by the Carrier, per the standard terms and conditions (“Standard Terms and Conditions”), which may be amended from time to time by ASATI, stated herein and are valid for acceptance by Carrier.
• ASATI and Carrier collectively are hereby referred to as “Parties” and each a “Party in this Agreement.
  
  IF CARRIER TRANSPORTS CUSTOMER’S VEHICLE, WITHOUT SIGNING THIS AGREEMENT, THE CARRIER EXPRESSLY AGREES TO THE TERMS AND CONDITIONS OUTLINED IN THIS AGREEMENT.  Carrier’s online acceptance, electronic signatures, fax, or scanned images of signature pages, will be deemed an execution an agreement or document, and Carrier will not have the right to object to the manner of execution as a defense to the enforcement of this Agreement or any order.
• 2. Payment.  ASATI will not pay for any “dry run” fees.  All quickpays/billings are paid net 15 days once ASATI receives the invoice, W-9 & proof of delivery.  Bill of Ladings (“BOL”) are not considered invoices and payment will not be made bases off a BOL alone.  For payment to be made, ASATI must receive the 1) invoice, 2) W-9, 3) BOL, and 4) delivery confirmation.  Payment will not be made without ASATI first receiving all of the above numerated items.  Fees quoted to the customer are considered final and are considered to include all insurance, fuel surcharges, taxes, and any other costs associated with the transportation.  Carrier agrees that Broker is the sole party responsible for payment of Carrier’s invoices and that, under no circumstance, will Carrier seek payment from the shipper or consignee.
• 3. Compensation.  Broker shall pay Carrier for services rendered in an amount equal to the rates and accessorial charges agreed to on the Broker/Carrier Rate Confirmation Sheet or other signed writing.  Carrier must submit proof of delivery with invoices to Broker as agent for the shipper.  Payment terms shall be thirty (30) days from receipt of necessary supporting documentation.
• 4. Booking Confirmation.     Carrier shall transport shipments arranged by Broker pursuant to carrier load or Booking confirmation sheet(s) included herewith or subsequently incorporated by reference.
• 5. No Right to Lien or Delay Release of Cargo or Equipment.  Carrier will not assert any lien or make any claim on any cargo or equipment, and no lien will attach against Broker, its Customers or any cargo or equipment, for failure of Broker, the Customer or any other third party to pay Carrier for charges due to Carrier. 
• 6. Delivery.  ASATI will notify the customer of the expected pickup and delivery date, but, it is the Carrier’s responsibility to contact the customer for confirmation of the pickup and delivery addresses.    Carrier shall not drop off at terminals without prior approval by ASATI.  Services are sold as door to door service, therefore, Carrier shall get as close as possible to the desired pickup location that the customer has requested.  However, Carrier agrees it will abide by all local traffic laws, weight and height restrictions, low hanging branches, tight turns, etc. in getting to the desired location local streets.
• 7. Nonsolicitation of Customers.  During this Contract’s term and for 9 months after its termination, Carrier will not, and will cause the Carrier Representatives not, to directly or indirectly solicit or provide transportation services to any Customer without Broker’s prior written consent if (a) that Customer first became known to Carrier as a result of Broker’s engagement of Carrier, (b) the type of transportation services, such as the origins and destinations served or commodity types, provided to that Customer first became known to Carrier as a result of Broker’s engagement of Carrier or (c) the first shipment transported by Carrier for that Customer was tendered to Carrier by Broker.  If Carrier or any Carrier Representative solicits a Customer in violation of this Section, Carrier shall pay to Broker as a commission 10% of the total charges, with a maximum of US$200 per shipment, for transportation services provided by Carrier to such Customer.
• 8. Damages and Insurance.  Any damages during loading, unloading, and/or transport of the vehicle are the sole responsibility of the Carrier and are subject to the Carrier’s BOL terms & conditions. Any damage claims against the Carrier must be clearly noted on the Carrier’s BOL and/or inspection form at the time of delivery.  The damage noted on the BOL must be signed off by both the customer and the delivery driver representing the Carrier.  It is the Carrier’s obligation to ensure that a proper inspection is made by the customer.  ASATI is NOT responsible for any damages or losses.  If damage is minor and the Carrier is still on site, it is recommended that a resolution try to be resolved at that time.  If the purported damage results in needing to file a claim with the Carrier’s insurance company, ASATI will provide customer with Carrier’s insurance information, upon customer’s request.  Carrier agrees that the vehicle will be transported under Carrier’s mc# and will not be brokered to, or transported by, any other transporters or towing company. If Carrier transports with or without ASATI’s approval and there is damage to the customer’s vehicle, Carrier agrees that it is responsible to pay for the damages and potential litigation with the towing company or storage yard if there is a dispute concerning responsibility of the damage made.  Carrier agrees that it is solely responsible for all transportation and any and all damages to the vehicle.  Furthermore, the Carrier states that it has current cargo and liability insurance and will carry said insurance to cover any and all damages to the customer’s vehicle through the end of the delivery process.  Carrier agrees that the truck and trailer used to haul this order are the correct equipment on file with Carrier’s insurance company and the same as what is listed on the insurance cargo policy.  If Carrier chooses to use equipment other than that listed on the policy, Carrier shall be liable for all damage done in transit.  Carrier agrees that ASATI and its bond company are not in any way responsible for any damages to said vehicle.
• 9. Re-Broker.   Carrier will not re-broker, assign or interline the shipments hereunder without prior written consent of the Broker. If Carrier breaches this provision, Broker shall have the right of paying the monies it owes Carrier directly to the delivering Carrier, in lieu of payment to Carrier. Upon Broker’s payment to delivering Carrier, Carrier shall not be released from any liability to Broker under this agreement. In addition to the indemnity obligation reflected in this agreement the Carrier will be liable for consequential damages for violation of this clause of the agreement.
• 10. Exclusive Warranties and Remedies.  ASATI has informed the customer that up to 100 lbs. of personal items may be stored in the vehicle during transport.  NO household goods (TV, microwave, stereo, etc.) can legally be packed under Federal D.O.T. laws. This Federal DOT Law applies to ALL auto transport companies.  Carrier shall make the decision as to whether the items will be transported and Carrier has the right to choose not to transport any personal items that may be over the 100 lb. limit and/or any items that may violate the Federal D.O.T. laws.  Carrier agrees it will not extort additional monies from the customer in order to make the transport.
• 11. LIMITATION OF LIABILITY: IN NO EVENT SHALL ASATI BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUE OR DOWNTIME, EVEN IF ASATI HAS BEEN ADVISED OF THE POSSIBILITY OF THE FOREGOING. IN NO EVENT SHALL ASATI’S LIABILITY ON ANY CLAIMS FOR DAMAGES ARISING OUT OF OR CONNECTED WITH THE SERVICES OR OTHERWISE EXCEED THE LESSER OF CARRIER’S DIRECT DAMAGES OR THE PRICE PAID BY CUSTOMER FOR THE SERVICES.
• 12. Indemnification. To the fullest extent allowed by law, Carrier will indemnify, defend and hold ASATI and its respective parents, subsidiaries, affiliates, directors, officers, partners, stockholders, associates, employees and agents (collectively, “Indemnitees”) harmless from and against all claims, losses, expenses, fines, penalties, damages, demands, judgments, actions, causes of action, suits and liability claimed by a third party for personal injury, death or damage to tangible property (collectively, “Liabilities”) proximately caused by the Carrier (“Indemnitor”).
• 13 Confidentiality. The parties agree that if either party provides the other party with non-public written documentation which the disclosing party wants treated as being confidential, the disclosing party will clearly mark the documentation with a legend stating that the documentation is considered confidential by the disclosing party. The recipient will use at least the same effort to avoid disclosure of the confidential documentation as the recipient uses with respect to the recipient’s confidential documentation but in no event less than due care.  The following information will not be considered confidential: (a) part of the public domain, (b) known to the recipient prior to the disclosure to the recipient, (c) disclosed to a third-party by the disclosing party without a written obligation of confidence; (d) rightly received by the recipient from a third party; or (e) independently developed by the recipient without access to the confidential documentation.
• 14 Independent Contractors. The parties’ relationship during the term of this Agreement shall be that of independent contractors.
• 15. Notices. Each party agrees to promptly provide written notice of any suspected breach of this Agreement, the specifics of any claim of breach and to provide the other with a reasonable opportunity to investigate and cure any curable matter. In order to bring an action against ASATI, Carrier must give notice to ASATI of any claim within six (6) months of the date the claim arises and such claim must be in accordance with this Agreement. No claim of breach of this Agreement shall be made by Carrier unless and until all uncontested amounts are paid to ASATI.  If notice is to be given to ASATI, it shall be given as set forth below:

Aaall States Auto Transport, Inc.                                              With Copy to
Attn:  PJ Vaske                                                                         Goosmann Law Firm
410 5TH Street                                                                         410 5th Street
Sioux City, IA 51101                                                                Sioux City, IA  51101

Carrier Notice: At the last known address listed with ASATI’s central dispatch office. All notices will be deemed received one (1) business day after deposited in a nationally recognized overnight carrier service; five (5) days after deposited with the United States Postal Service; or the day transmitted by confirmed facsimile transmission, if sent during normal business hours. Either Party may update its notice address by sending written notice of such change to the other Party.

• 16. Waiver. Any waiver of a breach of this Agreement shall not be effective unless in a writing signed by an officer of the waiving party.
• 17. Survival. The termination of this Agreement shall not affect the obligations of either party to the other that arise under the terms and conditions of this Agreement, rights arising from this Agreement, or causes of action which have accrued prior to the date of the termination.
• 18. Disputes. The parties agree that any controversy or claim (whether such controversy or claim is based upon statute, contract, tort or otherwise) arising out of or relating to this Agreement, any performance or dealings between the parties, or any dispute arising out of the interpretation or application of this Agreement or any dealings between the parties and/or their respective directors, managers, partners, officers, employees or agents (“Dispute”), which the parties are not able to resolve, shall be resolved as follows:
  • Any Dispute shall be decided by a single arbitrator pursuant to the Rules of the American Arbitration Association (“AAA”) then in effect and shall be conducted in Sioux City, Iowa.  The arbitrator will have the authority to grant injunctive relief in a form similar to that which a court of law would otherwise grant.  Judgment upon the award rendered by the arbitrator shall be entered in any court having jurisdiction thereof.  If an arbitration proceeding is brought pursuant to this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees, costs and necessary disbursements incurred in addition to any other relief to which such party may be entitled except that, by the express agreement of the parties, the arbitrator shall not have the power to award incidental, consequential, special, indirect, punitive or exemplary damages.
• 19. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom.  Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms to the illegal, invalid, or unenforceable provision as may be possible.
• 20. Governing Law. This Agreement and any contracts formed between ASATI and Carrier, shall be governed by the laws of the State of Iowa, regardless of the conflicts of laws thereof. Jurisdiction to enforce the mediation and arbitration provisions of this Agreement is agreed to be in the Federal and/or State Courts located in Woodbury County, Iowa. Any claim against ASATI will be adjudicated on an individual basis and will not be consolidated in any proceeding with any claim or controversy of any other party.
• 21. Force Majeure. ASATI will be excused from a delay in performing or a failure to perform, its obligations under the Agreement to the extent such delay or failure is caused by the occurrence of a contingency beyond its reasonable control, which contingencies include acts of God, act of public enemy, war, riot, power failure, public disturbance, sabotage, transportation delay, shortage of raw material, energy, or machinery, interruption caused by government or judiciary, fire, lack of cooperation or assistance by Carrier, labor interruption, accident, and floods, or any disruption caused by a third party that materially impairs ASATI’s performance hereunder (a “Force Majeure Event”). In such event, the performance times will be extended for a period of time to account for the loss due to the Force Majeure Event. In the case of a Force Majeure Event, a party which seeks excuse from performance or timeliness of performance must act with due diligence to remedy the cause of, or mitigate such delay or failure.
• 22. Termination. ASATI reserves the right at any time without cause or breach, to terminate this Agreement with Carrier. In the event of such termination, ASATI will honor accepted orders but will not accept any additional orders and all obligations which are still executory on either side shall be discharged, and ASATI shall not be liable to Carrier for any loss of anticipatory profits, incidental or consequential damages, but ASATI shall retain any right or remedy based on a breach.
• 23. Taxes. Carrier will be solely responsible for all taxes, unless ASATI expressly agrees otherwise in writing.
• 24. Anti-Corruption. Carrier will comply with the U.S. Foreign Corrupt Practices Act and other applicable anti-corruption laws. Carrier represents, warrants, and covenants that it, its officers, agents, employees, or affiliates have not and will not make or offer any payments to, or confer or offer any benefit upon any third party, including any person/firm employed by or on behalf of any governmental carrier, government official, employee, political party, employee of political party, or political candidate with the intent to influence conduct in any matter relating to the subject of this Agreement.
• 25. Non-Exclusive/Non-Restrictive Relationship. The relationship of the Parties is not exclusive, and ASATI may independently develop or provide services which may be the same or similar to those contemplated herein.