h&n logistics, llc 2015 canadian carrier set-up requirements writable canadian carrier... ·...

H&N Logistics, LLC 2015

Canadian Carrier Set-up Requirements

Please completely fill out and submit the following:

1. Carrier Profile (pg 2-3 of this packet)

2. W-9 Form/W-8BEN (blank form on pg 4 & pg 5) * If your company is an LLC, you

must also chose C,S,P, or Individual/Sole Proprietor as your tax classification

3. Copy of Carrier Authority

4. Certificate of Insurance listing H&N Logistics LLC as the certificate holder

Insurance coverage requirements (must be listed on the certificate):

Automobile Liability: minimum 1,000,000.00 coverage

Cargo: minimum $100,000.00 coverage

Reefer breakdown coverage

If using an H&N trailer you must have Non-owned Equipment coverage: minimum

$50,000

5. Direct Deposit form & voided check (to receive payments via direct deposit; pg 7)

6. Factoring Letter & Notice of Assignment (if you have a factoring company)

7. Transportation Agreement

8. Trailer Interchange Agreement (FILL OUT ONLY IF YOU WILL BE USING AN H & N

TRAILER AND HAVE NON-OWNED TRAILER INSURANCE)

Email, fax, or mail all information to:

Email: [email protected]

Fax: 608-829-5161

Mail: H&N Logistics, LLC 708 Heartland Trail, Suite 2000 Madison, WI 53717-2099

H&N Logistics, LLC

Carrier Profile

708 Heartland Trail, Suite 2000, Madison, WI 53717-2099 Phone: 608-829-6060 Fax: 608-829-5161

Trucking Company: _________________________________________________________________________

Contact (s): ________________________________________________________________________________

Address: __________________________________________________________________________________

City: _______________________________ State: _______ Zip Code: ___________

Business Phone #: _____________________ Cell Phone #: __________________

Fax # : _________________________

Email Address _______________________________________________

US DOT #________________ MC# _______________

Tax Payer Identification Number: _______________________ (Federal ID Number or Social Security Number) Does your company have Canadian authority? _______________ Please list the number of each type of equipment you own:

List of Drivers and Cell Numbers:

__________________________________________________________________________________________

__________________________________________________________________________________________

__________________________________________________________________________________________

__________________________________________________________________________________________

Type of Equipment Quantity Type of Equipment Quantity 48’ Reefer Dump 53’ Reefer Dump Multi Axle Reefer Tridem Tanker Van Flatbed Vented Van Step Deck Open Top Lowboy Belt RGN Hopper Train Hopper Multi Axle A Train Walking Floor B Train Walking Floor Multi Axle Power Units

References To complete your carrier set up, please fill out this form with at least three references. If you already have this written on another sheet, please attach the sheet to our carrier set up packet.

Reference #1

Name: ________________________________________

Address: ______________________________________________

Phone: ________________________________________________

Email Address (if available): _________________________________________

Reference #2

Name: ________________________________________

Address: ______________________________________________

Phone: ________________________________________________


Reference #3

Name: ________________________________________

Address: ______________________________________________

Phone: ________________________________________________


Form W-9(Rev. December 2014)Department of the Treasury Internal Revenue Service

Request for Taxpayer Identification Number and Certification

Give Form to the requester. Do not send to the IRS.

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1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification; check only one of the following seven boxes:

Individual/sole proprietor or single-member LLC

C Corporation S Corporation Partnership Trust/estate

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ▶

Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner.

Other (see instructions) ▶

4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):Exempt payee code (if any)

Exemption from FATCA reporting

code (if any)(Applies to accounts maintained outside the U.S.)

5 Address (number, street, and apt. or suite no.)

6 City, state, and ZIP code

Requester’s name and address (optional)

7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.

Social security number

– –

orEmployer identification number

–

Part II CertificationUnder penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Sign Here

Signature of U.S. person ▶ Date ▶

General InstructionsSection references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of FormAn individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)

• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

• Form 1099-C (canceled debt)

• Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.

Cat. No. 10231X Form W-9 (Rev. 12-2014)

Form W-8BEN(Rev. February 2014)

Department of the Treasury Internal Revenue Service

Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals)

▶ For use by individuals. Entities must use Form W-8BEN-E. ▶ Information about Form W-8BEN and its separate instructions is at www.irs.gov/formw8ben.

▶ Give this form to the withholding agent or payer. Do not send to the IRS.

OMB No. 1545-1621

Do NOT use this form if: Instead, use Form:

• You are NOT an individual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W-8BEN-E

• You are a U.S. citizen or other U.S. person, including a resident alien individual . . . . . . . . . . . . . . . . . . . W-9

• You are a beneficial owner claiming that income is effectively connected with the conduct of trade or business within the U.S. (other than personal services) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W-8ECI

• You are a beneficial owner who is receiving compensation for personal services performed in the United States . . . . . . . 8233 or W-4

• A person acting as an intermediary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W-8IMY

Part I Identification of Beneficial Owner (see instructions) 1 Name of individual who is the beneficial owner 2 Country of citizenship

3 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address.

City or town, state or province. Include postal code where appropriate. Country

4 Mailing address (if different from above)

City or town, state or province. Include postal code where appropriate. Country

5 U.S. taxpayer identification number (SSN or ITIN), if required (see instructions) 6 Foreign tax identifying number (see instructions)

7 Reference number(s) (see instructions) 8 Date of birth (MM-DD-YYYY) (see instructions)

Part II Claim of Tax Treaty Benefits (for chapter 3 purposes only) (see instructions) 9 I certify that the beneficial owner is a resident of within the meaning of the income tax treaty

between the United States and that country. 10 Special rates and conditions (if applicable—see instructions): The beneficial owner is claiming the provisions of Article

of the treaty identified on line 9 above to claim a % rate of withholding on (specify type of income):

.

Explain the reasons the beneficial owner meets the terms of the treaty article:

Part III Certification Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:

• I am the individual that is the beneficial owner (or am authorized to sign for the individual that is the beneficial owner) of all the income to which this form relates or am using this form to document myself as an individual that is an owner or account holder of a foreign financial institution,

• The person named on line 1 of this form is not a U.S. person,

• The income to which this form relates is:

(a) not effectively connected with the conduct of a trade or business in the United States,

(b) effectively connected but is not subject to tax under an applicable income tax treaty, or

(c) the partner’s share of a partnership's effectively connected income,

• The person named on line 1 of this form is a resident of the treaty country listed on line 9 of the form (if any) within the meaning of the income tax treaty between the United States and that country, and

• For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.

Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner. I agree that I will submit a new form within 30 days if any certification made on this form becomes incorrect.

Sign Here

▲

Signature of beneficial owner (or individual authorized to sign for beneficial owner) Date (MM-DD-YYYY)

Print name of signer Capacity in which acting (if form is not signed by beneficial owner)

For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 25047Z Form W-8BEN (Rev. 2-2014)

H&N Logistics, LLC Information on Direct Deposit, Factoring & Quick Pay Programs

With our efforts to control cost and increase operating efficiencies H & N Logistics, LLC has adopted direct deposit for all motor carrier settlements. This will ensure the timely deposit of your settlement directly into your checking account. This is only available for final settlements. To receive payments via direct deposit, simply:

→ Complete and sign the Authorization Form for Direct Deposit → Submit a voided check

If your company currently uses a factoring company, we must receive proper notification in order to send settlement payments to the factoring company. To set up a factoring company for payment we require the following documents: • ‘Notice of Assignment Letter’ from the factoring company which must include:

→ Name and address/contact information for the factoring company → An effective date → The name of the carrier → This document must be signed and dated by both the factoring company AND the

carrier. PLEASE NOTE - We are not able to set up a factoring company to receive settlement payments and are also not able to guarantee that the first payment will be made via direct deposit or to the factoring company until the above requirements are met and we have received all proper documentation. The requested documentation must be submitted in a timely fashion for us to guarantee your first payment will be made via direct deposit or to your factoring company. Quick Pay Program In 2005, we introduced our Quick Pay Program. This is an advance on your bill of lading. It is not your final settlement. You the carrier will have an option to receive 99% of the freight value including any fuel surcharges due on this freight. Each transaction using quick pay will be assessed 4% of the freight value or a minimum of $30.00 per transaction and will be deducted from your quick pay amount. To participate in the program, contact our office at (608) 829-6060. You must call for payment on each load that you would like to receive a quick pay. We do not automatically quick pay loads. When you call in to get a quick pay on a load, we ask that you are able to provide us with your company name and TMW number. On all loads you can request a quick pay for up to half of the load value when loaded, and the remaining balance once the load has delivered. We will need the original POD from you to be able to pay the remaining balance of the load.

Carrier Name: 708 Heartland Trail, Suite 2000, Madison, WI 53717-2099 608-829-5100 • 800-558-2676 • FAX 608-829-6061

Authorization Agreement for Automatic Direct Deposit Form

I hereby authorize H&N Logistics, LLC to initiate credit entries and to initiate, if necessary, debit entries and adjustments for any credit entries in error to my account indicated below and for the financial institution named below, hereinafter called FINANCIAL INSTITUTION, to credit and/or debit the same to such account. (Financial Institution Name) (Branch) (Address) (City/State) (Zip Code) (Financial Institution Phone Number) Type of Acct: Checking Savings (Routing Number) (Account Number) This authority is to remain in full force and effect until H&N Logistics, LLC has received written notification from me of its termination in such time and manner as to afford H&N Logistics, LLC and FINANCIAL INSTITUTION a reasonable opportunity to act on it. Enclose a voided check to complete set up

_____________________________________ (Email address of which remittance should be sent) ___________________________________________________________________ (Print Company Name or Individual Name) ___________________________________________________________________ (Signature) ___________________________________________________________________ (Date)

Carrier’s Initials ________________

H&N LOGISTICS, LLC Transportation Agreement

(Broker / Carrier)

THIS AGREEMENT made and entered into this ______ day of ________________, 20_____, by and between H&N Logistics, LLC, a Wisconsin limited liability company domiciled in Madison, Wisconsin, (hereinafter referred to as “H&N”), and _______________ ___________________ of ________________, _______________, (hereinafter referred to as “CARRIER”).

WITNESSETH

WHEREAS, H&N is duly authorized to engage in operations as a property broker

of regulated freight moving in interstate or foreign commerce pursuant to License No. MC-433057 issued by the Federal Motor Carrier Safety Administration, controls the transportation which is the subject of this Agreement, and desires to tender to CARRIER for transportation such goods of its customers as are offered to H&N; and

WHEREAS CARRIER is duly authorized by the Federal Motor Carrier Safety

Administration or its predecessor to engage in operations in interstate or foreign commerce as a contract carrier, by motor vehicle, in Docket No. MC- , operating under U.S.DOT No. ______________ and desires to participate in the transportation of such freight as is tendered to CARRIER by H&N by providing services designed to meet the special and distinct needs of the shipper;

NOW, THEREFORE, in consideration of the promises and mutual agreements

herein contained, the parties mutually agree as follows: 1. Representations and Warranties of CARRIER. CARRIER represents and

warrants to H&N that it: a. Has been issued Contract Motor Carrier Permit No. MC- by

the Federal Motor Carrier Safety Administration or its predecessor agency, and such authority is now, and will continue during the term of this Agreement to be, valid and subsisting.

b. Has been issued appropriate operating authorities, licenses, certificates or permits for operations in the states and provinces where the operations contemplated by this Agreement shall be performed.

c. Has and will maintain, while this Agreement remains in effect, the public liability and cargo insurance described in paragraphs (8) and (9) of this Agreement.

d. Is in compliance with all applicable federal, state, provincial and local laws relating to its service and the performance of this Agreement and will remain in compliance with all such laws during the entire term of this Agreement.

e. Has in effect an effective safety program and has been issued a “Satisfactory” Safety Rating by the Federal Motor Carrier Safety Administration; will maintain an effective safety program and a “Satisfactory” Safety Rating during the term of

Transportation Agreement (Broker / Carrier) Page 2


this Agreement; and is in compliance with all applicable federal, state and provincial safety regulations and requirements.

f. Uses only drivers who are properly licensed to operate commercial motor vehicles, including all endorsements which are necessary to perform the services contemplated by this Agreement and who have demonstrated that they possess all necessary knowledge, training and experience to perform in a competent, efficient and safe manner to satisfy all customer requirements.

g. Will immediately notify H&N of any lapse in a policy of insurance required by this Agreement, any downgrade in its Safety Rating, and any revocation or suspension of its operating authority.

h. Will perform all services contemplated by this Agreement as a motor carrier as defined in 49 U.S.C. 13102(14) and not as broker or freight forwarder.

i. Makes the representations herein for the purpose of inducing H&N to enter into this Agreement.

j. Has authorized the person(s) executing this Agreement to do so on CARRIER’S behalf.

2. Representations and Warranties of H&N. H&N represents and warrants to

CARRIER that it: a. Has been issued Motor Carrier Property Broker License No. MC-433057

by the Federal Motor Carrier Safety Administration and such authority is now, and will continue during the term of this Agreement to be, valid and subsisting.

b. Has now and will maintain, while this Agreement remains in effect, a Property Broker’s Surety Bond under 49 C.F.R. 387.307 or trust fund agreement authorized therein.

c. Makes the representations herein for the purpose of inducing CARRIER to enter into this Agreement.

d. Has authorized the person(s) executing this Agreement to do so on H&N’s behalf.

3. Duties of CARRIER. CARRIER agrees to transport and deliver specified

commodities, in accordance with the shipping instructions issued to it by H&N on behalf of various shippers, and to cause its driver(s) to be responsible for the loading and/or unloading of all commodities tendered to it by H&N as hereinafter set forth. CARRIER shall have the duty to determine that each shipment is properly loaded and CARRIER agrees to indemnify, defend, and hold harmless H&N and shipper against all loss, cost, damage, or liability of any kind or nature arising or growing out of improper or unsafe loading or unloading of any shipment. CARRIER’S acceptance of any shipment loaded or unloaded by CARRIER signifies that the number of pieces shown on the Bill of Lading is correct and that the lading is in apparent good condition.

4. Tender of Shipments; Rates and Charges. H&N agrees to tender to

CARRIER for transportation, and CARRIER agrees to transport for H&N, such shipments of freight as the parties shall mutually agree, such transportation to be accomplished in accordance with the rates and charges and other provisions set forth in the Rate Agreement pertaining to each shipment. Issuance of a Rate Agreement shall constitute



written notice to CARRIER that H&N is acting in the capacity of a property broker as defined in 49 U.S.C. 13102(2) and is not acting as a motor carrier or a freight forwarder. If a Rate Agreement containing all the terms of service as well as all the applicable charges due CARRIER has been issued by H&N, said document will be presumed to manifest the intent of the parties with respect to all charges due CARRIER for the shipment or shipments described therein. Acceptance of the shipment or shipments described on a Rate Agreement issued by H &N shall constitute acceptance by CARRIER of all the terms set forth thereon, and shall constitute a representation by CARRIER that it accepts such shipment or shipments acting in the capacity of a motor carrier as defined in 49 U.S.C. 13102(14) and not as a broker or a freight forwarder.

5. Equipment; Delivery Standard; Consequential Damages. CARRIER agrees

to provide equipment which satisfies the reasonable needs of H&N and its customers, and to transport and deliver all shipments with reasonable dispatch unless a different service standard is required by H&N or its customers and accepted by CARRIER. Acceptance of a shipment which is tendered with a specific delivery deadline shall constitute agreement by CARRIER to meet the specified delivery deadline, even if “reasonable dispatch” would have permitted a later delivery, and CARRIER agrees to assume liability for all properly asserted claims for consequential damages arising out of late delivery of any such shipment. If a shipment is tendered to CARRIER with a specified delivery date that cannot be met without violating the applicable hours of service limitations, or for any other valid reason beyond CARRIER’S reasonable control, CARRIER will be expected to promptly bring such matters to H&N’s attention, in which event H&N will communicate with its customer to adjust the delivery schedule to avoid any conflicts with applicable safety statutes and regulations.

6. Independent Contractor Status of CARRIER. CARRIER, in its performance

of this Contract, shall be and remain an independent contractor, and nothing contained herein shall be construed to be inconsistent with such relationship or status.

a. Equipment and Licenses. CARRIER shall, at its own cost and expense, provide and maintain motor truck equipment for use in the services to be performed hereunder which is adequate and satisfactory to H&N and its customers, and CARRIER shall also procure and maintain such licenses and permits as are required by local, state or federal authorities with respect to such transportation services and shall comply with the laws and regulations applicable thereto.

i. Expenses. CARRIER shall pay all costs and expenses relating to the transportation services, including but not limited to all expenses of loading and unloading, fuel, vehicle maintenance, taxes, tolls, fees, and all compensation for personal services, unless H&N or its customer expressly agrees to pay (or reimburse) CARRIER for any such expenses.

ii. Exclusive Possession, Control and Use. The equipment to be provided by CARRIER pursuant to this agreement shall be at all times in CARRIER’S exclusive possession, control and use and shall be operated pursuant to authorities, permits and other operating credentials which shall be issued in the name of the CARRIER, and not H&N Transport, Inc. or H&N Logistics, LLC and nothing herein shall be construed as a lease of the subject equipment by CARRIER to H&N Transport, Inc.



notwithstanding the fact that CARRIER shall, in its performance of this contract, be using semi trailers owned by H&N Transport, Inc. CARRIER shall be fully and solely responsible to the public and all regulatory agencies having jurisdiction over the operation, including the Federal Motor Carrier Safety Administration and the Wisconsin Department of Transportation.

iii. Driver Qualifications. CARRIER warrants and represents that the motor vehicle equipment used in the performance of this contract shall be in good working condition and in full compliance with FMCSA regulations regarding such equipment; that the proper licenses, authorities, permits, and other operating credentials have been obtained, and that the driver(s) assigned to said equipment have all been properly qualified for such operations under the rules and regulations of the FMCSA found at 49 C.F.R. Part 391. CARRIER agrees to furnish H&N at H&N’s reasonable request, copies of driver qualification documents, such as a Commercial Driver’s License and medical certificate, which confirm that each driver is properly qualified and experienced for such operation.

iv. Penalties. CARRIER agrees that any penalties, forfeitures or fines incurred in the performance of this contract, including but not limited to such things as overweight, equipment or driving violations, shall be the sole responsibility of CARRIER or its driver, and not in any manner the responsibility of H&N or any of its customers, suppliers, parents, subsidiaries or affiliates.

b. Vehicle Maintenance. CARRIER shall be responsible for all maintenance costs with respect to the equipment operated pursuant to this agreement, including such minor repairs to the trailers owned by H&N Transport, Inc. as are reasonably necessary to minimize the potential for cargo loss or spoilage, or damage to the trailer, or injury to third parties. H&N Transport, Inc. shall pay for all other necessary repairs to its own trailers, and shall reimburse CARRIER for the cost of such repairs, but only when such repairs or maintenance have been undertaken by CARRIER with the express prior approval of H&N.

c. CARRIER’S Employees and Contractors. CARRIER shall employ or contract with all persons required for the performance of this contract, and shall assume full responsibility for the payment of state and federal contributions or taxes for unemployment insurance, workers compensation, FICA, Medicare and any other taxes or contributions required with respect to the persons engaged in the performance of transportation services hereunder, and further agrees to comply with the applicable rules and regulations promulgated under such laws as are applicable thereto.

d. Noncompliance. Failure of CARRIER to comply with the requirements of subsections (a), (b) and (c) above shall constitute grounds for immediate termination of this Agreement.

7. CARRIER Liability For Loss of or Damage To Goods in Transit. Neither party

shall be liable for failure to perform or delay in the performance of any of the terms or provisions hereof when such failure or delay is occasioned by Acts of God, the public enemy, war, floods, storms or other acts of the elements, accidental fires, strikes, lockouts or other labor acts of regulations, or any other circumstances or conditions beyond the reasonable control of said party and without the fault or neglect of such party, whether similar or not to the foregoing. Notwithstanding CARRIER’S status as a contract carrier, the standard of liability for freight loss and damage shall be consistent with the common carrier standard of liability set as established by common law and the



Carmack Amendment to the Interstate Commerce Act codified at 49 U.S. C. 14706, and CARRIER shall be liable for the full actual value of any goods which are lost, destroyed or damaged in transit unless such loss, destruction or damage is caused exclusively by circumstances falling within a recognized exception to common carrier liability under the Carmack Amendment and CARRIER is free from negligence. No limitation of liability, released rates, or released valuations contained in any tariffs, classifications or bills of lading shall be applicable to any shipments transported under this Agreement, and any attempt by CARRIER to limit or excuse its liability other than in accordance with this paragraph shall be null and void.

8. Public Liability Insurance. CARRIER agrees that it shall procure and maintain

at its expense, with reputable insurance carriers, the necessary types and kinds of public liability insurance required by the Federal Motor Carrier Safety Administration, but in no event shall such coverage limits be less than $1,000,000.00 (per occurrence) combined single limit, and further agrees to furnish to the H&N upon request therefor, written certificates obtained from such insurance carrier or carriers, confirming that such insurance has been procured and is being paid for and maintained naming H&N Logistics, LLC at 708 Heartland Trail, Suite 2000 Madison, WI 53717 as an additional insured, and requiring written notice to H&N of any cancellation or material modification of such coverage at least thirty (30) days prior to any cancellation or material modification.

9. Cargo Insurance. CARRIER further agrees that it shall procure and maintain

at its own expense, with reputable insurance carriers, all risk cargo insurance in the amount of not less than $100,000.00 per occurrence to compensate H&N, its customers, or the owner or consignee of the goods, for loss or damage to the property which comes into the possession of CARRIER in the performance of transportation service pursuant to this Agreement. The cargo insurance shall be in the form required by H&N and its customers and shall have no exclusions or restrictions that are unacceptable to H&N’s customers, including, by way of illustration only, provisions such as an employee infidelity exclusion CARRIER shall, at H&N’s request, cause its insurance carrier to forward forthwith to H&N a standard Certificate of Cargo Insurance, which Certificate shall name H&N Logistics, LLC at 708 Heartland Trail, Suite 2000 Madison, WI 53717 as an additional insured and which shall require the insurance carrier to give H&N written notice ten (10) days prior to the cancellation of such cargo insurance. CARRIER agrees to notify its cargo insurance carrier of any claim, or potential claim, for an insured loss no later than the close of business on the first business day immediately following CARRIER’S discovery of the loss or potential claim.

10. Payment. H&N agrees to remit to CARRIER the sum specified in its

settlement statement within twenty (20) days of the date of delivery of the goods, and submission to H&N of proper proof of delivery and other evidence that the CARRIER’S performance of the requested services has been completed. CARRIER will not be paid for loads which have been properly rejected by the consignee unless and until any and all claims arising out of the rejected shipment have been paid in full either by CARRIER or by CARRIER’S cargo insurance carrier. H&N will pay CARRIER the applicable transportation charges due CARRIER when a shipment tendered for delivery by



CARRIER is improperly rejected by the consignee. a. Quick Pay. CARRIER may, at its sole discretion, elect to be paid within

forty-eight (48) hours under H&N’s “Quick Pay” program. In accepting such payments, CARRIER agrees that H&N may deduct from each such remittance a service charge equal to four percent (4.0%) of the line haul charges for each shipment transported by CARRIER.

b. Assignments of Accounts Receivable. CARRIER agrees to notify H&N in writing of any assignment of CARRIER’S accounts receivable to a factoring company or other third party, prior to accepting any payments from H&N. CARRIER agrees to indemnify and defend H&N from and against any demands or claims made upon H&N by any such assignee, including all costs and expenses incurred by H&N (including actual reasonable attorneys fees incurred by H&N) in responding to claims or demands made by an assignee of CARRIER, and, in addition, CARRIER agrees to pay H&N liquidated damages in the amount of not more than $1,000.00 per occurrence to compensate H&N for its administrative costs in connection with such demands or claims.

11. Bills of Lading. All shipments transported pursuant to this Agreement shall be

deemed to be governed by the terms and conditions of the bill of lading prepared for each shipment, and this contract hereby incorporates by reference all the terms and conditions of said bill of lading as though fully set forth herein, except where such provisions are in conflict with any other terms of this Agreement, in which event this Agreement shall be controlling. Unless otherwise agreed in writing, CARRIER shall become responsible for the freight when it receives or accepts possession thereof, regardless of whether a bill of lading has been issued. Failure on the part of the CARRIER to issue a bill of lading, or to execute a bill of lading acknowledging receipt of the cargo, shall not affect or diminish the liability of the CARRIER for loss of, or damage to, the cargo. CARRIER shall cause its name to be shown on the bill of lading as the carrier of record in all instances. If a bill of lading lists H&N or any other party as the carrier of record on a bill of lading, such erroneous listing shall be presumed to have been done only for the convenience of the consignor or other party involved in preparation of the bill of lading and shall not change CARRIER’S status as the carrier of record.

12. Contract Carrier Status. CARRIER represents and warrants to H&N that

CARRIER is a duly licensed motor contract carrier of property pursuant to one or more contract carrier permits issued to CARRIER by the Federal Motor Carrier Safety Administration. CARRIER further represents and warrants to H&N that CARRIER is not certificated as a motor common carrier of property by the Federal Motor Carrier Safety Administration or, if CARRIER does hold common carrier authority, than none of the operations which CARRIER will conduct pursuant to this transportation agreement shall be conducted as a common carrier and further, that if CARRIER has published any motor carrier tariffs with the Federal Motor Carrier Safety Administration, or maintains unpublished tariffs or rates, none of the rates or terms and conditions set forth in any such tariffs which are inconsistent with the rates and terms established by this Agreement shall be applicable to any transportation services which CARRIER shall perform pursuant to this Agreement.



13. Back Solicitation. CARRIER agrees that in consideration of the substantial effort undertaken by H&N in locating the traffic which is the subject of this agreement, as well as the goodwill which now exists between H&N and its customers and further in consideration of the substantial and irreparable harm to H&N that would result from a breach hereof, that CARRIER shall not at any time during the term of this agreement is in force plus a period of one year immediately following the cancellation, expiration or termination of this agreement, solicit or attempt in any way to contract directly with any Shipper, Receiver, Consignor, Consignee, Buyer or Purchasing Party who controls the transportation, whose freight is first tendered by H&N to CARRIER, for the hauling which is the subject of this agreement, without the express written consent of H&N. CARRIER expressly agrees that in the event of a material breach of this provision by CARRIER, H&N may, at its election, seek injunctive relief, or money damages, or both, and that the measure of H&N’s damages shall be the full amount of commissions or other compensation due H&N for all traffic transported in contravention of this agreement and further that should H&N elect to seek enforcement of this clause through litigation or other legal proceedings, CARRIER shall be liable to H&N for the costs and disbursements of such action including actual reasonable attorneys fees. Moreover, CARRIER shall be liable to H&N for interest on unpaid commissions or other compensation at a rate of 1.0% per month from the date of the breach, which is an annual percentage rate of 12.0%. For purposes of construing this clause, any shipment hauled by CARRIER in violation of this clause shall be deemed a separate breach of this agreement, and any waiver by H&N of any particular individual breach of this clause shall not be construed as a waiver by H&N of the terms and conditions of this clause for any subsequent breaches hereof.

14. CARRIER’S Lien. CARRIER hereby waives any lien it may have on the goods

being transported pursuant to this Agreement under the Uniform Commercial Code or other provisions of law, and CARRIER agrees that it shall not bill or otherwise seek recovery from anyone other than H&N for freight charges earned by CARRIER in the performance of this Agreement, nor shall CARRIER accept payment from any consignor, consignee or party other than H&N without the express written consent of H&N. CARRIER has agreed to conduct business with H&N based on CARRIER’S own investigation into H&N’s creditworthiness and hereby extends the credit terms specified herein to H&N based solely on CARRIER’S own due diligence.

15. Double Brokering Prohibited. CARRIER agrees that it will not assign or co-

broker or assign any shipments which are tendered to CARRIER by H&N pursuant to this Agreement, without H&N’s prior express consent to do so. Should CARRIER violate this provision or use the services of another motor carrier for any portion of the transportation, H&N shall be entitled to withhold payment until all parties who participated in the transportation have agreed in writing regarding payment of the freight charges. CARRIER shall nevertheless remain fully liable for any freight claims arising out of the transportation services CARRIER has agreed to perform hereunder even if another party has participated in the transportation by convenience interlining, local pickup and/or delivery, or any other arrangement.

16. Indemnity. CARRIER agrees to defend, indemnify and hold H&N and its



customers harmless from and against any claims, demands, losses, damages, fines, penalties, costs, expenses or liability of any kind (including reasonable attorneys fees incurred by H&N and its customers) arising out of or relating to CARRIER’S performance or breach of this Agreement, including but not limited to injuries to persons or property occurring at the premises of any consignor or consignee, unless such injuries, costs or damages were proximately caused by the negligence or intentional act of H&N or its customer. The obligations of CARRIER hereunder shall survive termination of this Agreement.

17. Nonexclusive Agreement. CARRIER and H&N mutually agree that this is not

intended as an exclusive agreement, and that either party may enter into similar agreements with other carriers, brokers or freight forwarders, provided that such agreements do not violate paragraph 13 of this Agreement.

18. Breach of Agreement; Remedies. In the event of a material breach of a

material term of this Agreement by CARRIER, H&N shall have the right to immediately terminate this Agreement for good cause and, in addition, shall have the right to withhold or setoff any payments which are due and owing to CARRIER for freight charges. This right of withholding or setoff is not an exclusive remedy, and H&N shall have and may exercise all other remedies it may have at law or in equity against CARRIER. H&N shall also be entitled to withhold or setoff any payments which are due and owing to CARRIER against any claims for freight loss, damage or delay which H&N or its customer has asserted against CARRIER.

19. Applicable Law; Dispute Resolution. This Agreement shall be governed by

and construed in accordance with the laws of the State of Wisconsin as to both interpretation and performance except where expressly preempted by applicable federal statutes or regulations. In the event of any dispute or disagreement involving the interpretation or performance of this Agreement, including but not limited to claims for loss of or damage to cargo and disputes regarding applicable freight charges and terms of service, the parties agree that such disputes or disagreements shall be referred to the alternative dispute resolution program sponsored by the Transportation Lawyers Association, or similar mediation or arbitration service for disposition in accordance with the sponsoring organization’s rules and procedures before bringing legal action in a court of law. The parties mutually agree to exert their best efforts to resolve all disputes by good faith settlement or negotiation whenever possible, and to make use of alternative dispute resolution mechanisms to the maximum extent practicable, and hereby authorize the Court to award all or a portion of its attorneys fees to the prevailing party if the Court finds that the non-prevailing party failed to negotiate in good faith a resolution of the dispute. Such an award of attorneys fees shall be committed to the sound discretion of the trial court. Any litigation involving the interpretation or performance of this Agreement shall be venued in Circuit Court for Dane County, Wisconsin and CARRIER expressly consents to jurisdiction in said Court.

20. Term. This Agreement shall remain in effect and full force for one year from

the date hereof, and shall be automatically renewed from year-to-year thereafter, subject to



the right of termination by either party at any time on 30 days written notice to the other party.

21. Loss and Damage Claims. The provisions contained in 49 C.F.R. Part 370

shall govern the processing of claims for loss, damage, injury, or delay to property and the processing of salvage; PROVIDED, however, that CARRIER shall have no right to salvage with respect to human food grade products except as expressly authorized by H&N in writing. CARRIER shall promptly investigate and attempt in good faith to resolve all such claims whether submitted initially to H&N or directly to CARRIER by the injured party.

22. Nondisclosure. CARRIER may not disclose the terms of this Agreement to

anyone not a party to this Agreement without the prior written consent of H&N. CARRIER and its employees and agents shall treat all information relating to the identity of consignors and consignees, origins, destinations, commodities, volume and frequency of movements and methods of distribution as confidential and proprietary information of H&N and its customers and shall not divulge such information to third parties without the express written consent of H&N.

23. Duty of CARRIER to Accurately Disclose Correct Legal Name and TIN. In order

for H&N to meet its reporting obligations to the Internal Revenue Service and to other governmental agencies, it is mandatory that CARRIER provide H&N with a complete and accurate IRS Form W-9 at the time this Agreement is signed or at such other subsequent times as H&N may reasonably require. In the event CARRIER provides inaccurate information regarding CARRIER’S exact legal name and/or exact taxpayer identification number (“TIN”) and it becomes necessary for H&N to take corrective action, CARRIER agrees to pay H&N a fee of $50.00 to compensate H&N for the administrative cost of correcting CARRIER’S inaccurate information. In addition, CARRIER agrees to reimburse H&N for any fines, penalties or other charges assessed against H&N by the IRS or other governmental agency for inaccurate reporting caused by CARRIER in providing inaccurate information to H&N.

24. Entire Agreement. This Agreement, together with any Rate Agreements and

Bills of Lading issued in connection with the performance of this Agreement (but only to the extent that such documents are not in conflict with the terms hereof) shall constitute the entire agreement between the parties. No pre-printed provisions on any documents issued by CARRIER shall be binding upon H&N unless H&N expressly consents to such provisions in writing



IN WITNESS WHEREOF the parties have caused this Agreement to be executed

as of the day and year specified above.

ACCEPTED AND AGREED: ACCEPTED AND AGREED:

H&N LOGISTICS, LLC: CARRIER:

H&N Logistics, LLC

708 Heartland Trail, Suite 2000

Madison, WI 53717-2099

BY BY

TITLE TITLE

DATE DATE

TAXPAYER ID #

USDOT#

MC#

PHONE #

MOBILE PHONE #

FAX #

EMAIL:

Carrier’s Initials______________

TRAILER INTERCHANGE AND INDEMNITY AGREEMENT THIS AGREEMENT made and entered into this _____ day of ________________, 20_____, by and between H&N Transport, Inc., a Wisconsin corporation domiciled in Madison, Wisconsin, the owner of the trailer equipment which is the subject of this Agreement (“Owner”), and __________________________________________________, of _________________, ____________________, the party proposing to utilize the equipment (“Carrier”): WHEREAS Carrier is duly authorized to engage in transportation operations as a for-hire carrier and desires to perform certain transportation services utilizing trailers it does not own; WHEREAS the parties desire that Carrier utilize certain semi trailers that are owned or controlled by Owner on a recurring basis, in order to supplement H&N Logistics, LLC’s transportation business to insure that H&N Logistics, LLC’s customers receive prompt and efficient transportation service, especially during times of peak demand; WHEREAS Carrier is willing to utilize said semi trailers using power units which Carrier owns or controls and personnel who are employees of Carrier or who have a contractual relationship with Carrier; and WHEREAS Owner holds legal title to certain semi trailers which are designed and maintained for over-the-road commercial transportation and is willing to allow Carrier to utilize said equipment on the terms and conditions herein set forth; NOW THEREFORE, in consideration of the mutual promises, covenants and conditions herein set forth, the sufficiency of which is acknowledged by both parties, it is agreed as follows: 1. Carrier’s Use of Owner’s Trailers. The objective of this Agreement is to facilitate the transportation of commodities to and from points designated by H & N Logistics, LLC such that Carrier shall have the use of Owner’s trailers on an as-needed basis in furtherance of such transportation services, and for no other purpose without securing permission from Owner in writing. Carrier agrees to use said trailer equipment in a careful and prudent manner and to promptly return such equipment to Owner upon completion of the delivery or deliveries requested by H & N Logistics, LLC. 2. Charges for Use of Owner’s Trailers. Carrier agrees to pay Owner an amount equal to ten percent (10%) of the line haul charges Carrier is receiving from H & N Logistics, LLC for the specific shipment(s) tendered to Carrier for transportation. In addition, Carrier agrees to pay Owner a fee of $100.00 for Carrier’s use of Owner’s trailer unless the destination point is less than 200 air miles from Arena, Wisconsin. By its signature below, Carrier expressly authorizes H & N Logistics, Inc. to deduct such fees

TRAILER INTERCHANGE AND INDEMNITY AGREEMENT Page 2


from the compensation due Carrier. Such deductions when made will relieve Carrier of any further liability to Owner for such trailer use charges. 3. Pickup and Inspection of Trailers. Carrier shall take possession of trailers to be utilized by Carrier under this Agreement at Owner’s facility in Arena, Wisconsin unless a different pickup point is agreed upon by the parties. Upon taking possession of a trailer, Carrier’s driver will complete and sign a receipt for the trailer in duplicate, on a form provided by Owner, shall conduct a pre-trip inspection of the trailer before leaving Owner’s facility, shall complete a pre-trip inspection report on the receipt referred to above, and shall deliver one copy to Owner’s representative, keeping the other copy for Carrier’s records. 4. Return of Trailers To Owner. Upon completion of the delivery requested by H & N Logistics, LLC Carrier shall promptly return the trailer equipment to Owner’s facility in Arena, Wisconsin (or such other location specified by Owner) unless Carrier has been dispatched for further service to H & N Logistics, LLC or unless Owner has expressly approved further use of the trailer for a specified purpose in writing, in which event the trailer will be returned within a reasonable time after the last delivery for H & N Logistics, LLC or the specified purpose authorized by Owner has been completed. Carrier agrees to return the trailer equipment to Owner in the same condition it was in at the time Carrier took possession, except for ordinary and reasonable wear and tear. For purposes of construing this Agreement, a reasonable time shall mean one business day for each 500 miles Carrier must travel to bring the trailer to the point of return. Owner will conduct an inspection of the returned trailer within two business days of receipt and shall promptly notify Carrier of any damage discovered during the inspection.

a. Use of Trailers For Backhauls. Owner hereby gives permission to Carrier to utilize its trailer for backhauls in order to minimize deadhead miles incurred by Carrier, but only on the following conditions: (a) the commodities being transported shall be compatible with ordinary and usual use of the trailer and shall not result in any damage to the trailer or leave any odors, residues, infestation or other conditions which would impair or interfere with future use of the trailer by Owner; (b) such use of the trailer will not result in any delay in returning the trailer to Owner as required by paragraph (4) above; and (c) Carrier thoroughly cleans the trailer, including a washout if reasonably necessary, before returning the trailer. Carrier further agrees to pay or reimburse Owner for any costs incurred by Owner in satisfying any of these requirements if Carrier has failed to satisfy each of the conditions specified herein.

b. Charges For Failure To Return Trailer. Carrier agrees to pay or

reimburse Owner for all costs incurred by Owner in recovering any trailer which Carrier has failed to return to Owner in a timely manner. The minimum charge shall be $1.60 per mile for actual miles incurred, based on round-trip miles between the designated point of return and the location of the trailer. Carrier shall be responsible for all costs of parking, storing and securing the trailer while awaiting pickup by Owner. Carrier agrees to indemnify Owner for any damages to the trailer while awaiting pickup by Owner, including



but not limited to vandalism, graffiti, loss of fluids or tire pressure, along with any costs of removing the trailer from storage or impound.

c. Charges For Delay In Returning Trailer. Carrier agrees to pay Owner the

sum of fifty dollars ($50.00) per day for delays in returning the trailer to Owner, in addition to all other charges due Owner for use of the trailer, unless Owner expressly waives such charges in writing.

d. Deductions From Settlements. Carrier expressly authorizes H & N

Logistics, LLC to deduct any charges or damages due to Owner pursuant to this paragraph (4) and its subsections from compensation due Carrier. 5. Independent Contractor Status. The relationship between the parties shall be deemed to be that of independent contractor at all times and for all purposes. Neither party shall be considered an employee, agent or servant of the other in the performance of this Agreement and neither party shall have the power or authority to contractually bind the other in any manner. 6. Legal Duties of Carrier. Carrier shall provide the services contemplated in this Agreement as a for-hire carrier unless the trailers are being used by Carrier in furtherance of Carrier’s primary non-transportation business (i.e. private carriage). Carrier shall be responsible for obtaining all operating authorities, permits, certificates, licenses, and other credentials which are necessary to perform the operations, and for reporting and paying all taxes and other obligations relating to the operations, including but not limited to fuel and road taxes, tolls and fees, federal heavy vehicle use taxes, and licensing fees, except as provided in paragraph (7) below. Carrier shall likewise be responsible for compliance with all applicable statutes, rules, regulations and other directives relating to the operation of the equipment, including but not limited to the federal motor carrier safety regulations (except as provided in paragraph (7) below), weight and route limitations and restrictions, all traffic regulations, and other legal requirements. Further, Carrier shall be responsible for providing all labor and other personal services relating to the operations and for fully paying all obligations relating to such labor and personal services including (if applicable) withholding and paying over all federal and state income taxes, FICA, Medicare, unemployment compensation, workers compensation coverage, health insurance and other benefits, vacation pay, sick leave, etc. 7. Legal Duties of Owner. Owner shall be responsible for licensing each trailer transported by Carrier pursuant to this Agreement, and for insuring that the trailers are all in proper physical and mechanical condition and in full compliance with all applicable federal, state and local safety regulations relating to the physical and mechanical condition of the vehicle; PROVIDED, however, that Carrier’s driver or other representative shall have a duty to reasonably inspect each trailer before commencing operations involving it, and if such inspection reveals a defect in the trailer, all such defects shall be immediately reported to Owner and the parties shall then agree on the procedure for rectifying the defect. Carrier will be responsible for any adverse consequences resulting from a defect which Carrier either failed to identify in its inspection or failed to correct before operations



are commenced, unless the defect is one which would not have been apparent to a person conducting a routine daily inspection in accordance with 49 C.F.R. 396.11, in which case Owner shall be responsible for any adverse consequences resulting from said defect. As used herein, the term “adverse consequences resulting from said defect” shall include, but not be limited to, the cost of repairing further damage to Owner’s trailer or any components thereof (but not the original defect itself); damage to the property of third parties (including damage to, or delay of cargo in transit); personal injury or death of any person employed by or contracted to either party; personal injury to or death of third parties; and all fines, forfeitures and other monetary penalties as well as adverse safety reports. 8. Insurance. Carrier shall be responsible for procuring, maintaining and paying for all public liability insurance required by applicable governmental authorities, which shall satisfy at least the minimum legal requirements for personal injury, property damage and environmental restoration, as well as all cargo insurance required by applicable governmental authorities or the shipper/receiver of the goods in transit, if applicable. Carrier shall also be responsible for procuring, maintaining and paying for all physical damage, comprehensive and collision insurance coverage for its own equipment. In addition to the foregoing, Carrier shall procure, maintain and pay for “Trailer Interchange Coverage” applicable to the operations which are the subject of this Agreement, with limits of coverage which are reasonably satisfactory to Owner, and in addition shall cause its insurance carrier to name Owner as an additional insured, with not less than 15 days written notice to Owner of any material change or cancellation of such coverage. Carrier shall also be responsible for any mandatory workers compensation or other occupational coverage for its drivers and other employees engaged in the performance of the operations contemplated by this Agreement. Either party may demand a certificate of coverage from the other evidencing the existence of such coverage. Failure to obtain Trailer Interchange Coverage shall subject Carrier to full liability to Owner for all events that would have been covered by such insurance.

9. Maintenance and Repairs. Owner shall be responsible for routine maintenance of the trailers which are the subject of this Agreement and shall perform such repairs and service work as are reasonably necessary or appropriate to maintain the trailers in good condition and repair and to prolong the useful life of each trailer. In the event such repairs or service work become necessary while a trailer is in the possession or control of Carrier, Carrier shall perform, or cause to be performed, such repairs or service work in a cost-effective manner, with the prior approval of Owner. Owner shall promptly reimburse Carrier for the reasonable cost of such repair work providing that Owner is notified in advance of the repair work. If Owner agrees to such repair work, Owner will issue a Purchase Order. Owner will not reimburse Carrier for repairs without a pre-approved Purchase Order. Owner shall not be responsible for maintenance, repairs or service work necessitated by the negligence or intentional conduct of Carrier or its employees or agents, and shall have the right of indemnification set forth in paragraph (10) below to recover the cost of repairs so caused. Owner shall be responsible for procurement and replacement of tires, brakes, bearings and other trailer components at Owner’s expense except where such items are damaged as a result of negligence or intentional conduct of Carrier.



10. Indemnity. Each party agrees to indemnify, defend and hold harmless the other party for all claims, lawsuits or other liabilities or legal proceedings which are asserted against one party but which are the responsibility of the other party under this Agreement. This obligation shall include all costs and disbursements incurred by the indemnified party in defending and/or paying any such claims, including all actual reasonable attorneys fees incurred by the indemnified party. If either party becomes aware of any claim, debt, liability, expense or loss of any kind which it believes is the responsibility of the other party pursuant to this Agreement, that party shall promptly notify the other party of the matter and afford the other party a reasonable opportunity to either contest the matter or make arrangements to pay or defend the claim at the other party’s expense or at the expense of a liable third party. Failure of the party asserting a claim against the other under this Agreement to give reasonable notice and opportunity to contest or pay the claim to the other party shall constitute a waiver of said indemnity claim. Failure of the other party to defend or pay the claim, or to offer to pay or defend the claim, within a time and in a manner which is reasonable under the circumstances, shall constitute a waiver on the part of the party to be charged of any defense to said indemnification claim. a. Damage to Trailer. Carrier shall be liable for damage to Owner’s trailer unless the damage was caused by a defect in the trailer which a reasonable driver would not have detected in making a reasonably competent inspection of the trailer. b. Damage to Carrier’s Equipment. Owner shall be liable for damage to Carrier’s equipment only if the damage was caused exclusively by a defect in the trailer which a reasonable driver would not have detected in making a reasonably competent inspection of the trailer. c. Loss of or Damage to Cargo. Carrier shall be liable for any loss of or damage to cargo, or for delay in delivering cargo, unless the damage or delay was caused exclusively by a defect in the trailer which a reasonable driver would not have detected in making a reasonably competent inspection or the trailer. Carrier has the responsibility for proper loading and securing of the cargo. 11. Dispute Resolution. In the event of any dispute or disagreement involving the interpretation or performance of this Agreement, including but not limited to claims for loss of or damage to cargo and disputes regarding applicable freight charges and terms of service, the parties agree that such disputes or disagreements shall be referred to the alternative dispute resolution program sponsored by the Transportation Lawyers Association, or similar mediation or arbitration service, for disposition in accordance with the sponsoring organization’s rules and procedures, before bringing legal action in a court of law. The parties mutually agree to exert their best efforts to resolve all disputes by good faith settlement or negotiation whenever possible, and to make use of alternative dispute resolution mechanisms to the maximum extent practicable, and hereby authorize the Court to award all or a portion of its attorneys fees to the prevailing party if the Court finds that the non-prevailing party failed to act in good faith to bring about a prompt, reasonable and cost-effective resolution of the dispute. Such an award of attorneys fees shall be



committed to the sound discretion of the trial court. Any litigation between the parties to this Agreement which does not involve other parties, relating to the interpretation or performance of this Agreement, shall be venued in Circuit Court for Dane County, Wisconsin and both parties expressly consent to jurisdiction in said court. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin as to both interpretation and performance. 13. Term of Agreement. This Agreement shall take effect on the date of execution hereof and shall continue in full force and effect for a period of not less than thirty (30) days unless sooner cancelled, terminated or modified by mutual agreement of the parties. Thereafter the Agreement shall be deemed renewed on a week-to-week basis unless either party gives written notice of its intent not to renew prior to the end of each week. Notwithstanding the foregoing, either party may terminate this Agreement for good cause upon five (5) days’ written notice. As used herein, the term “good cause” shall mean a material breach of a material term of this Agreement, default in payment or other material obligations by either party, or a material change in circumstances not reasonably foreseen by either party. IN WITNESS WHEREOF, the parties by their duly authorized representatives have caused this Agreement to be executed as of the date first written above. OWNER: H&N TRANSPORT, INC. CARRIER: BY BY

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DATE DATE

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