Terms & Conditions

SHIPPER CARRIER AGREEMENT
 

Last Updated: August 2026
 

Please read these Customer Terms and Conditions (“Terms”) carefully. These Terms govern all transportation brokerage and related services provided by Certified Trucking Logistics, LLC (“CTL” or “Broker”) to any customer utilizing CTL’s services (“Customer”).

By requesting, accepting, or utilizing services from CTL, Customer acknowledges that it has read, understands, and agrees to be bound by these Terms. Customer represents that the individual requesting services on its behalf has authority to bind Customer to these Terms.

These Terms apply to all transportation brokerage services provided by CTL unless CTL and Customer have entered into a separate written agreement signed by authorized representatives of both parties that expressly modifies these Terms.
 

1. DEFINING THE PARTIES

1.1 Certified Trucking Logistics

Certified Trucking Logistics, LLC is a transportation property broker authorized by the Federal Motor Carrier Safety Administration to arrange transportation of property by independent motor carriers.

CTL is a broker and not a motor carrier.

CTL does not physically transport Customer’s freight, employ or control the drivers transporting Customer’s freight, own or operate the motor carrier equipment used to transport Customer’s freight, or exercise control over the manner or means by which an independent motor carrier performs transportation services.

CTL’s role is to arrange transportation services between Customer and independently authorized motor carriers and, where applicable, other transportation service providers.

1.2 Customer

“Customer” means any person or entity at whose request, for whose benefit, or on whose behalf CTL provides services, including a shipper, consignor, consignee, beneficial cargo owner, third-party logistics provider, or authorized agent.

1.3 Carrier

“Carrier” means an independently authorized motor carrier or other transportation provider selected by CTL to physically transport Customer’s goods.

Carriers engaged by CTL are independent contractors and are not employees, agents, joint venturers, or representatives of CTL.

2. APPLICATION OF THESE TERMS

These Terms apply to all transportation brokerage services arranged by CTL.

Individual rate quotations, load tenders, confirmations, emails, electronic communications, or other shipment-specific documents may establish transaction-specific information including:

• Rates
• Origin and destination
• Commodity
• Weight
• Equipment requirements
• Pickup and delivery dates
• Accessorial charges
• Special handling requirements
• Cargo value
• Service level

Such shipment-specific terms supplement these Terms but do not otherwise modify CTL’s general legal rights and obligations unless expressly agreed to in writing by an authorized representative of CTL.

Customer purchase orders, vendor agreements, bills of lading, routing guides, portals, or other documents shall not modify these Terms merely because CTL receives, acknowledges, signs, accesses, or performs services in connection with such documents.

A bill of lading governs the transportation relationship with the actual Carrier and does not convert CTL into a motor carrier.

3. TRANSPORTATION SERVICES

CTL will arrange transportation of Customer’s goods using independent Carriers selected by CTL.

Unless otherwise agreed in writing, CTL retains discretion regarding Carrier selection.

CTL may provide services including:

• Full Truckload
• Less Than Truckload
• Open Deck
• Hotshot
• Automotive
• Temperature-Controlled Transportation
• Expedited Transportation
• Other transportation services agreed between CTL and Customer

CTL may decline any shipment or request for services in its discretion.

4. CUSTOMER RESPONSIBILITIES

Customer is responsible for providing complete and accurate shipment information before transportation is arranged.

Customer shall accurately provide, as applicable:

• Commodity
• Quantity
• Weight
• Dimensions
• Cargo value
• Pickup location
• Delivery location
• Pickup and delivery requirements
• Equipment requirements
• Temperature requirements
• Special handling requirements
• Hazardous-material classification
• Loading requirements
• Securement requirements
• Appointment requirements
• Any other information reasonably necessary to safely and properly arrange transportation

Customer shall immediately notify CTL of any change to shipment information.

Customer is responsible for any additional transportation charges, accessorial charges, delays, penalties, equipment requirements, or other costs resulting from inaccurate, incomplete, or changed information supplied by Customer.

5. PACKAGING, LOADING AND SECUREMENT

Unless otherwise expressly agreed in writing, Customer is responsible for ensuring that goods are properly:

• Packaged
• Marked
• Labeled
• Prepared for transportation
• Loaded
• Blocked
• Braced
• Secured when Customer performs or controls loading

Customer shall not tender freight that cannot reasonably withstand the ordinary rigors of transportation.

Where Customer or its facility loads and seals a trailer without permitting the Carrier to inspect the cargo, Customer assumes responsibility for the proper loading, count, blocking, bracing, and securement of the shipment to the extent within Customer's control.

Customer shall reject equipment that is visibly unsuitable for the transportation requirements communicated to CTL.

6. BILLS OF LADING AND SHIPPING DOCUMENTS

Customer is responsible for providing complete and accurate bills of lading and other shipping documentation.

The bill of lading should accurately identify:

• Shipper
• Consignee
• Actual Carrier
• Commodity
• Quantity
• Weight
• Special handling requirements
• Temperature requirements when applicable
• Hazardous-material information when applicable

CTL's name appearing on a bill of lading shall not change CTL's status from transportation broker to motor carrier.

In the event of a conflict between these Terms and a bill of lading regarding CTL's rights or obligations as Broker, these Terms shall control.

7. RATES AND QUOTATIONS

Rates quoted by CTL are based upon the shipment information supplied by Customer at the time of quotation.

Unless expressly stated otherwise, quoted rates assume the shipment characteristics, equipment, service requirements, origin, destination, pickup schedule, delivery schedule, commodity, weight, dimensions, and other information supplied by Customer are accurate.

CTL may adjust charges when:

• Shipment information was inaccurate or incomplete
• Shipment characteristics change
• Additional services are requested or required
• Additional Carrier charges are incurred
• Weight or dimensions differ from those provided
• Additional stops are required
• Pickup or delivery requirements change
• Specialized equipment becomes necessary
• Customer or its facility causes detention or delay
• Other circumstances materially change the cost of transportation

Any shipment-specific rate confirmed by CTL shall apply to the applicable shipment subject to these Terms.

8. ACCESSORIAL CHARGES

Customer is responsible for accessorial charges incurred in connection with its shipment.

Accessorial charges may include:

• Detention
• Layover
• Truck Ordered Not Used (TONU)
• Additional stops
• Lumper charges
• Driver assist
• Redelivery
• Reconsignment
• Storage
• Washout
• Tarping
• Specialized securement
• Permits
• Tolls
• Escort services
• Oversize or overweight charges
• After-hours services
• Other shipment-specific services

Unless otherwise agreed, Customer will receive two hours of free time for loading and two hours of free time for unloading on applicable truckload shipments.

CTL's standard detention charge is $75.00 per hour after expiration of free time, subject to shipment-specific agreements and supporting documentation.

Third-party charges such as lumpers, permits, storage, escorts, and similar expenses may be passed through to Customer.

9. CREDIT APPROVAL

All Customers requesting credit terms are subject to CTL credit approval.

Customer authorizes CTL to obtain commercially available credit information for purposes of establishing and monitoring Customer’s creditworthiness.

CTL may establish, increase, decrease, suspend, or revoke Customer's credit limit based upon payment history, credit information, outstanding exposure, or other commercially reasonable considerations.

CTL may require prepayment or other payment arrangements when satisfactory credit has not been established.

10. BILLING AND PAYMENT

10.1 Standard Payment Terms

Unless otherwise expressly approved by CTL in writing:

ALL CTL INVOICES ARE DUE NET FIFTEEN (15) DAYS FROM THE INVOICE DATE.

Invoices may be delivered electronically to the accounts-payable email address designated by Customer.

Electronic delivery constitutes valid delivery of an invoice.

10.2 Past-Due Amounts

Amounts not paid when due may be subject to a finance charge of the lesser of:

1.5% per month, or

the maximum amount permitted by applicable law.

Customer shall be responsible for reasonable costs incurred by CTL in collecting delinquent balances, including collection costs, court costs, and reasonable attorneys’ fees where permitted by law.

10.3 Credit Hold

CTL may place Customer on credit hold if any invoice becomes past due or Customer exceeds its approved credit limit.

CTL may decline to arrange additional shipments until Customer's account has been brought into satisfactory standing.

10.4 Third-Party Payment

If Customer directs another party to pay freight charges, Customer remains responsible for payment if that party fails to pay CTL.

10.5 No Setoff

Customer shall pay transportation invoices without deduction, withholding, or setoff because of a pending cargo claim, service dispute, or unrelated claim against CTL or a Carrier.

Cargo claims and freight-payment obligations shall be handled separately.

10.6 Invoice Disputes

Customer shall notify CTL in writing of any invoice dispute within fifteen (15) days of the invoice date and shall provide reasonable supporting documentation identifying the disputed charge.

Undisputed portions of an invoice remain payable according to the original NET 15 terms.

11. CARRIER INSURANCE

CTL requires motor Carriers used to transport Customer's goods to maintain evidence of insurance meeting CTL's minimum carrier qualification standards.

CTL's standard minimum requirements include:

Commercial Automobile Liability: $1,000,000

Motor Truck Cargo: $100,000

Customer acknowledges that Carrier insurance policies contain terms, exclusions, deductibles, endorsements, commodity restrictions, territorial restrictions, and other limitations that may affect coverage.

A certificate of insurance showing a stated policy limit does not guarantee that every loss up to that amount will be covered.

Customer is responsible for informing CTL in writing, before Carrier selection and dispatch, whenever:

• Cargo value exceeds $100,000
• Customer requires insurance limits exceeding CTL's standard requirements
• Commodity requires specialized insurance
• Customer requires any other insurance protection specific to the shipment

Additional insurance or higher cargo limits may be available upon request and may result in additional charges.

12. HIGH-VALUE AND SPECIALIZED FREIGHT

Customer shall notify CTL before booking if a shipment:

• Has a value exceeding $100,000
• Contains theft-sensitive commodities
• Requires temperature control
• Contains hazardous materials
• Requires specialized equipment
• Contains automobiles or other high-value vehicles
• Contains pharmaceuticals
• Contains electronics or other high-value commodities
• Requires unusual security procedures
• Is oversized or overweight
• Otherwise presents unusual transportation risk

CTL may impose additional Carrier qualification, insurance, tracking, security, equipment, or pricing requirements before accepting such freight.

Failure to disclose the nature or value of specialized or high-value freight may limit CTL's ability to arrange appropriate transportation and insurance protections.
 

13. TEMPERATURE-CONTROLLED AND FOOD SHIPMENTS

Customer must provide all temperature and sanitary transportation requirements in writing before shipment.

Instructions should include, where applicable:

• Required temperature range
• Pre-cooling requirements
• Continuous-run or start/stop instructions
• Loading temperature
• Product temperature requirements
• Trailer cleanliness requirements
• Seal requirements
• Temperature-monitoring requirements
• Special handling requirements

Customer is responsible for ensuring that these instructions are accurate and appropriate for the commodity being transported.

For food shipments, Customer shall provide CTL with all written sanitary transportation instructions necessary for CTL to communicate the requirements to the Carrier.
 

14. HAZARDOUS MATERIALS

Customer shall not tender hazardous materials without prior written disclosure to CTL.

Customer is responsible for properly:

• Classifying
• Packaging
• Marking
• Labeling
• Documenting
• Declaring

hazardous materials in accordance with applicable law.

Customer shall provide CTL with all information necessary to arrange lawful transportation.

CTL may decline any hazardous-material shipment.
 

15. PROHIBITED AND RESTRICTED COMMODITIES

CTL may decline to arrange transportation for commodities that present unusual legal, safety, security, insurance, or transportation risks.

Unless specifically approved in writing before shipment, Customer shall not tender:

• Currency or negotiable instruments
• Precious metals or bullion
• Precious stones or high-value jewelry
• Fine art or antiquities
• Explosives
• Radioactive materials
• Human remains
• Live animals
• Illegal or contraband goods
• Other commodities prohibited by applicable law or CTL policy

Certain otherwise permissible commodities may require additional approval, insurance, security procedures, or specialized transportation arrangements.

16. TRANSIT TIMES AND DELIVERY

Pickup dates, delivery dates, transit times, and estimated arrival times are estimates unless CTL expressly agrees in writing to a guaranteed service.

CTL shall not be liable for delays caused by:

• Carrier delays
• Weather
• Traffic
• Road closures
• Governmental action
• Customs or border inspections
• Mechanical failures
• Labor disruptions
• Facility congestion
• Acts or omissions of Customer, shipper, or consignee
• Other circumstances beyond CTL's reasonable control

Customer shall notify CTL before shipment if delivery by a specific date or time is material to the shipment.
 

17. CARGO LOSS OR DAMAGE

CTL acts as a transportation broker and does not take physical possession of Customer's goods.

The Carrier physically transporting the goods has primary responsibility for cargo while in its possession, subject to applicable law and the Carrier's governing terms.

CTL will reasonably assist Customer in presenting and facilitating cargo claims against the Carrier.

Customer should immediately document visible damage, shortage, seal discrepancies, temperature discrepancies, or other exceptions on the delivery receipt or proof of delivery.

Customer shall preserve damaged goods and packaging for inspection and take reasonable steps to mitigate loss.

Customer shall not dispose of damaged goods without providing reasonable opportunity for inspection and disposition instructions.

Cargo claims should state the amount claimed and include reasonable supporting documentation.

Nothing in the existence of a cargo claim relieves Customer of its obligation to timely pay CTL's freight invoices.
 

18. CONSEQUENTIAL DAMAGES

Except to the extent expressly agreed otherwise in a written agreement signed by an authorized representative of CTL, CTL shall not be liable for:

• Lost profits
• Lost sales
• Business interruption
• Production-line shutdown
• Loss of market
• Loss of goodwill
• Replacement transportation costs
• Consequential damages
• Special damages
• Incidental damages
• Punitive or exemplary damages

arising from transportation delay, cargo loss, cargo damage, or CTL's brokerage services.

Customer shall notify CTL before shipment if a delay or service failure could result in extraordinary or unusual damages so that appropriate transportation arrangements may be considered.
 

19. CTL LIABILITY

CTL's responsibility is limited to the performance of transportation brokerage services.

CTL does not assume Carrier liability merely by arranging transportation, communicating with a Carrier, tracking a shipment, facilitating a cargo claim, or appearing on transportation documentation.

To the maximum extent permitted by law, CTL shall only be responsible for direct damages to the extent caused by CTL's own negligent or wrongful acts in performing its brokerage services.

CTL shall not be responsible for the acts or omissions of an independently contracted Carrier except to the extent liability is imposed upon CTL by applicable law and cannot lawfully be waived or limited.
 

20. INDEMNIFICATION

Customer shall defend, indemnify, and hold harmless CTL and its members, managers, employees, agents, and representatives from claims, losses, liabilities, fines, penalties, damages, costs, and reasonable attorneys' fees to the extent arising from:

• Customer's negligence or willful misconduct
• Customer's breach of these Terms
• Inaccurate or incomplete shipment information supplied by Customer
• Improper packaging, loading, blocking, bracing, or securement for which Customer is responsible
• Customer's violation of applicable law
• Undisclosed hazardous, restricted, specialized, or high-value commodities
• Customer's failure to provide necessary temperature, sanitary, or handling instructions

CTL shall remain responsible for liabilities directly caused by CTL's own negligence or willful misconduct to the extent required by applicable law.
 

21. FORCE MAJEURE

Neither CTL nor any Carrier shall be responsible for delay or failure to perform caused by circumstances beyond reasonable control, including:

• Severe weather
• Natural disasters
• Fire
• Flood
• War
• Terrorism
• Civil disturbance
• Labor disputes
• Governmental action
• Embargo
• Quarantine
• Highway closures
• Port congestion
• Rail disruption
• Cyber events affecting transportation infrastructure
• Other events beyond reasonable control

Payment obligations for services already performed are not excused by force majeure.
 

22. INDEPENDENT CONTRACTORS

CTL and Customer are independent contracting parties.

Nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship, or agency relationship between CTL and Customer.

Carriers selected by CTL are independently authorized transportation providers and are not employees or agents of CTL.

CTL does not control the Carrier's drivers, employees, equipment, routes, hours of service, or manner and means of performing transportation.
 

23. CONFIDENTIALITY

Each party may receive confidential business information from the other in connection with transportation services.

Confidential information may include:

• Rates
• Pricing
• Shipment volumes
• Customer information
• Carrier information
• Operational information
• Business strategies
• Financial information

Each party shall use commercially reasonable measures to protect the other's confidential information and shall use such information only as reasonably necessary to perform or receive services.

Disclosure may be made to employees, contractors, Carriers, insurers, auditors, attorneys, payment providers, and other parties having a legitimate need to know in connection with the services.
 

24. TECHNOLOGY AND ELECTRONIC COMMUNICATIONS

CTL may provide Customer access to electronic systems, portals, tracking platforms, or other technology, including CTL's CheckTrack customer portal.

Shipment tracking information is provided for informational purposes and may depend upon data supplied by Carriers, drivers, mobile devices, GPS systems, ELD providers, or third-party technology platforms.

Tracking information may occasionally be delayed, interrupted, inaccurate, or unavailable.

Customer shall maintain the confidentiality of its login credentials and promptly notify CTL of suspected unauthorized access.

Electronic communications, electronic signatures, electronic rate confirmations, and electronically delivered invoices and documents shall have the same force and effect as paper communications where permitted by law.

25. NO WAIVER

Failure by CTL to enforce any provision of these Terms shall not constitute a waiver of that provision or CTL's right to enforce it in the future.

Any waiver must be expressly authorized by CTL.
 

26. SEVERABILITY

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid or unenforceable provision shall be interpreted or modified to the minimum extent necessary to make it enforceable where permitted by law.
 

27. MODIFICATION OF TERMS

CTL may update these Terms from time to time by posting revised Terms on its website.

The version of the Terms in effect when Customer engages CTL for a particular shipment will govern that shipment unless otherwise agreed in writing.

Changes shall not retroactively alter the terms governing transportation services already accepted by CTL.

Customer's continued engagement of CTL for new transportation services following publication of revised Terms constitutes acceptance of the revised Terms for those new services.
 

28. GOVERNING LAW AND VENUE

These Terms and all transportation brokerage services provided by CTL shall be governed by the laws of the State of Georgia, without regard to conflict-of-law principles.

To the extent permitted by applicable law, any action or proceeding arising out of or relating to these Terms or CTL’s transportation brokerage services shall be brought exclusively in a court of competent jurisdiction located in Lee County, Georgia, and each party consents to the jurisdiction and venue of such courts.
 

29. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

These Terms, together with any applicable CTL rate quotation, shipment confirmation, or separately executed written service agreement, constitute the agreement governing CTL's brokerage services.

If CTL and Customer execute a separate written service agreement that expressly modifies these Terms, that agreement shall control to the extent of the stated conflict.

Shipment-specific rate confirmations may modify transaction-specific matters such as rates, accessorials, equipment, cargo value, locations, dates, and service requirements but shall not otherwise modify these Terms unless expressly stated.
 

30. ACCEPTANCE

By requesting a quote, tendering freight, requesting transportation services, accepting a CTL rate quotation, using CheckTrack, or otherwise engaging CTL to arrange transportation, Customer acknowledges and agrees to these Terms and represents that the person engaging CTL has authority to bind Customer.