Effective Date: 26th August 2026
These Terms and Conditions for Freight Broker Services (“Terms”) are the only terms that govern the Services, defined below, provided by Swan Auto Trans LLC (“Broker”) to any other party, including, but not limited to, any shipper, consignor, consignee, broker, forwarder, or any other entity claiming an interest in goods for which Services are rendered or otherwise engaging Broker to provide Services (each a “Shipper”). Shipper and Broker may be referred to herein individually as a “Party” and collectively as the “Parties”.
Broker operates as a broker of property registered with the Federal Motor Carrier Safety Administration (“FMCSA”) under its respective MC/USDOT filings, and, acting as such, arranges with third party motor carriers of property (each a “Motor Carrier”) for the transportation of freight tendered by Broker’s customers. Shipper desires to engage Broker to arrange for the transportation of Shipper’s property, goods or motor vehicles, by Motor Carriers operating under their own FMCSA authority as motor carriers.
By requesting or receiving Services from Broker, Shipper accepts these Terms, and in doing so the representative purporting to
engage Broker on behalf of Shipper represents and warrants to Broker that he or she has the legal right, authority, and capacity to
enter into these Terms on behalf of Shipper and to bind Shipper to the terms and conditions set forth herein. These Terms prevail
over any terms and conditions of any invoice, billing statement, confirmation, receipt, bill of lading, contract, or any other document
relating to any Services provided by Broker, regardless of whether or when Shipper has submitted its request for proposal, order,
or such terms. Provision of Services to Shipper does not constitute acceptance of any of Shipper’s terms and conditions and does
not serve to modify or amend these Terms. Broker’s provision of Services to Shipper is conditioned on Shipper’s acceptance
without modification of these Terms, and Shipper’s engagement of Broker to provide Services constitutes Shipper’s agreement to
all these Terms. Broker reserves the right to change these Terms at any time for any reason or no reason, with or without notice.
The version of these Terms in effect as of the date that Shipper requests Services for a specific shipment shall be the version
applicable to such shipment.
1. SERVICE
1.1. Broker agrees, as an independent contractor, to arrange motor carrier transportation of Shipper’s freight, when accepted by Broker (described throughout these Terms as the “Services”), pursuant to these Terms and in compliance in all material respects with all federal, state and local laws and regulations relating to the Services. Broker shall have exclusive control and direction of Broker’s personnel engaged in providing brokerage Services hereunder and assumes full responsibility for their acts and omissions. The Parties recognize and agree that Broker is not a motor carrier, never takes possession of Shipper’s freight, does not maintain any control over the means and manner of delivery, and shall not itself perform the actual physical transportation of Shipper’s freight as a motor carrier.
1.2. Under no circumstances is Broker to be deemed a motor carrier. In the event Broker is identified as a motor carrier on any document, such designation shall be only for the convenience of Shipper or shall be deemed a mistake, but in no event shall the designation have any legal impact or authority to change Broker’s status as a broker.
1.3. Broker shall arrange for the transportation of Shipper’s shipments with Motor Carriers of property that are currently and
properly registered with the FMCSA and such State authorities having jurisdiction over their operations.
2. ORDER TRANSMISSION
2.1. Shipper may place an order for requested Services (an “Order”) hereunder, from time to time, either electronically via API Integration or in writing by electronic transmission.
3. COMPENSATION
3.1. For Services provided under these Terms, Shipper shall pay Broker the agreed-upon freight rates and shall reimburse Broker for the agreed-upon surcharges. The freight rate may be agreed via a quote issued by Broker, or an agreed rate schedule, or Broker may provide Shipper with “spot rates” applicable to a specific shipment or series of shipments, which “spot rates” shall be immediately mutually confirmed in writing, or by email. Broker’s invoice shall cover Broker’s commission and all rates and charges of the Motor Carrier. In addition to applicable rates, Shipper will be liable for any charges for accessorial services rendered by Broker or the Motor Carrier that were not anticipated at the time the rates were quoted to Shipper.
3.2. For all rates and surcharges referenced above, Shipper agrees to pay or cause to be paid each invoice in full and without deduction or offset within 15 days of receipt of invoice, unless Shipper in good faith disputes the invoice (in whole or in part), in which case Shipper may withhold payment of the disputed amount. In such case, the Parties shall promptly confer to resolve the dispute and no interest or late payment fee shall apply to the amount withheld by Shipper.
However, if it is determined by a court that Shipper wrongfully withheld payment of invoice, interest shall accrue from the due date of the invoice through the date of payment in the amount of 1.5% per month.
4. FREIGHT OPERATIONS
Broker agrees that it shall have a dispatch agreement with each Motor Carrier that Broker utilizes to transport freight tendered by Shipper and shall include provisions materially similar to the following:
4.1. The Motor Carriers shall provide
(a) proof of valid FMCSA operating authority,
(b) certificates of insurance evidencing the
coverage required below, and (c)
proof that it does not have an “Unsatisfactory” safety rating as determined by the FMCSA.
Further, the Motor Carriers shall agree that at no time during the term of its contract with Broker shall it have an “Unsatisfactory” safety rating and shall immediately notify Broker of any change in its safety rating.
4.2. The Motor Carriers shall agree to maintain at all times during the term of its contract, insurance coverage with limits not less than the following:
4.2.1 Motor vehicle liability insurance in an amount not less than $1 Million combined single limit for personal injury, including without limitation bodily injury and death, and property damage.
4.2.2 Cargo insurance that covers the value of the cargo during loading, transit, and unloading with limits of no less than $250,000 per occurrence.
4.2.3 Workmen’s compensation insurance or occupational accident insurance in the amount required by applicable law. It shall be the duty of the Motor Carriers to ascertain and comply with legal requirements, if any, for workmen’s compensation and/or occupational accident insurance.
4.3. The Motor Carriers shall agree to comply with all federal and state laws, regulations, and rules applicable to its operations, including, without limitation, FMCSA regulations.
4.4. The Motor Carriers shall agree that its tariff, service guide, circular or other motor carrier documents shall not apply in any manner to services provided by the Motor Carrier under its contract and shall agree to waive any and all rights to assert any lien, attachment, or encumbrance against customer freight.
5. DRIVE-AWAY SERVICES
On an individual request basis, Broker may agree to arrange for the provision of drive-away services by licensed Motor Carriers (“Drive-Away Services”) but is not obligated under these Terms to agree to such assignment. If Broker accepts the Drive-Away assignment, Shipper agrees to provide Broker with a transportation order clearly identifying the motor vehicles to be picked up and any other pertinent details necessary for identification of the motor vehicles.
6. RECEIPTS AND BILLS OF LADING
Motor Carrier will provide Shipper with proof of delivery for each Shipper shipment tendered hereunder in the form of a signed bill of lading or electronic proof of delivery and shall ensure that bills of lading and proofs of delivery record the count and condition of freight at pick-up and delivery. The terms and conditions of any freight documentation used by Shipper, Broker or by Motor Carriers selected by Broker may not supplement, alter, or modify these Terms.
7. INSPECTION AND CLAIMS
7.1. Inspection.
7.1.1 Origin. The Motor Carriers shall complete an origin walk-around visual inspection of the Shipper’s property, goods or motor vehicles (herein, “motor vehicle(s)” or “cargo”) at the location of pickup of the cargo and shall note any readily observable damage to the cargo, and if required in advance by written notice from the Shipper, the Motor Carriers shall
have any such damage verified.
7.1.2 Delivery. At time of delivery, the Shipper’s authorized agent at destination shall have the opportunity to conduct an inspection which shall be signed by both the Shipper authorized agent and the Motor Carriers. If there is a dispute regarding the characterization of any damage, both the Shipper authorized agent and the Motor Carriers may make
notations in writing. The time allotted for the joint inspection shall be no less than 15 minutes per motor vehicle, up to a
maximum of one (1) hour per load.
7.1.3 STI Delivery. If the Motor Carriers deliver after designated delivery hours, the motor vehicle(s) will be “Subject To Inspection” (STI) and the Shipper’s Authorized Agent will have a reasonable time, not to exceed 2 business days, to complete the inspection and send a Letter of Notification (LON) to the Broker and Motor Carriers. The LON must be in the
form of a fax or e-mail that contains VIN, Damage location, Damage type, Extent or size, and Photo of damage. Failure to comply with the notification requirement shall result in denial of any claim.
7.2. Liability Limitation.
7.2.1 Pertains to all motor vehicles. Shipper will be solely liable to ensure that each vehicle tendered for transportation is in safe and operable condition. Shipper will bear all costs for vehicles that become inoperable. Personal property is prohibited other than manuals and registration papers. Neither Broker nor Motor Carrier is liable for interior damage, preexisting conditions, mechanical/electrical malfunction, or leaking fluids.
7.2.2 Pertains to remarketed motor vehicles. Shipper shall prepare the vehicle by securing all loose parts, non-factory accessories, and disarming alarm systems. Broker and Motor Carriers shall not be liable for minor road wear, chips, scratches (severity 1 & 2), or damages arising from improper vehicle preparation.
7.3. Claims Filing Process.
7.3.1 Broker shall assist Shipper in filing and processing claims with Motor Carriers and make reasonable efforts to cause valid claims to be paid within 60 days of receiving a completed claim package.
7.3.2 Cargo loss or damage claims must be filed with Broker within nine (9) months and one day from delivery date. Civil action must commence within two (2) years of written disallowance notice.
7.3.3–7.3.6 Standard subrogation, total loss, and salvage credit terms apply upon full claim settlement.
8. LIMITATION OF LIABILITY
8.1. Broker is not a motor carrier and shall not be held liable for cargo loss or damage except to the extent directly caused by Broker’s negligent acts or omissions. Assigned motor carrier is primarily liable under the Carmack Amendment, 49 U.S.C. 14706 and 49 C.F.R. 370.1.
8.2. Broker and Motor Carriers shall be afforded reasonable opportunity to inspect damaged cargo. Neither shall be liable for force majeure events, inherent vice, or Shipper acts/omissions.
8.3. Recovery for lost/damaged cargo shall not exceed the lesser of repair cost or cargo value less salvage value.
8.4. Broker shall bear no liability unless directly caused by sole gross negligence or willful misconduct. Broker’s liability shall not exceed the lesser of total amounts paid in the preceding 12 months or $150,000. Claims must be notified within 60 days and filed within 180 days.
8.5. UNDER NO CIRCUMSTANCES WILL BROKER OR MOTOR CARRIERS BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, NOR FOR THIRD-PARTY FRAUD OR IDENTITY THEFT.
9. INDEMNIFICATION
9.1. Shipper shall indemnify, defend, and hold harmless Broker from liabilities, claims, losses, fines, or attorney fees arising out of Shipper’s negligence, violation of law, breach of Terms, reliance on Shipper instructions, or cancellation requests.
9.2. Broker shall indemnify Shipper against Motor Carrier payment claims provided Shipper has made timely full payment to Broker.
10. CONFIDENTIALITY
Each Party shall keep proprietary information confidential using reasonable care. Parties agree to waive rights to access records pursuant to 49 C.F.R. Part 371.
11. DATA PRIVACY AND SECURITY
Both Broker and Shipper agree to safeguard Shipper Data and Broker Data using commercial controls, including multi-factor authentication, data encryption at rest and in transit, and adherence to applicable PII/PHI laws.
12. ASSIGNMENT
Neither Party may assign these Terms without advance written consent of the other Party.
13. SEVERABILITY
Invalidity or unenforceability of any provision shall not affect the remaining terms, which stay in full force and effect.
14. INDEPENDENT CONTRACTOR
Broker is an independent contractor. Nothing herein creates any employment, partnership, joint venture, or agency relationship between Broker/Motor Carriers and Shipper.
15. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY
Each Party expressly agrees to conduct business using electronic means, including digital or encrypted signatures.
