Terms of Service for B2B Customers

Updated and Effective: April 16, 2026

These Terms and Conditions for Freight Broker Services ("Terms") are the only terms that govern the Services provided by D&R Auto Shippers ("Broker") to any other party, including any shipper, consignor, consignee, broker, forwarder, or any other entity claiming an interest in goods for which Services are rendered (each a "Shipper"). Shipper and Broker may be referred to 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") in Docket Number MC-1633282-B (USDOT 4224325), and arranges with third party motor carriers of property (each a "Motor Carrier") for the transportation of freight tendered by Broker's customers.

By requesting or receiving Services from Broker, Shipper accepts these Terms. 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.

1. Service

1.1. Broker agrees, as an independent contractor, to arrange motor carrier transportation of Shipper's freight ("Services"), pursuant to these Terms and in compliance with all applicable federal, state and local laws and regulations.

1.2. Under no circumstances is Broker to be deemed a motor carrier. Broker never takes possession of Shipper's freight, does not maintain control over the means and manner of delivery, and shall not itself perform the actual physical transportation of Shipper's freight.

1.3. Broker shall arrange for transportation with Motor Carriers that are currently and properly registered with the FMCSA and applicable State authorities.

2. Order Transmission

Shipper may place an order for Services ("Order") from time to time, either electronically via API integration or in writing by electronic transmission.

3. Compensation

3.1. For Services provided, Shipper shall pay Broker the agreed upon freight rates and reimburse Broker for agreed upon surcharges. Broker's invoice shall cover Broker's commission and all rates and charges of the Motor Carrier. Shipper will be liable for any charges for accessorial services not anticipated at the time rates were quoted.

3.2. Shipper agrees to pay each invoice in full and without deduction or offset within 15 days of receipt, unless Shipper in good faith disputes the invoice. If it is determined that Shipper wrongfully withheld payment, interest shall accrue from the due date at 1.5% per month.

4. Freight Operations

Broker shall have a dispatch agreement with each Motor Carrier that includes provisions requiring:

4.1. Proof of valid FMCSA operating authority, certificates of insurance, and proof of no "Unsatisfactory" safety rating.

4.2. Insurance coverage with limits not less than:

4.3. Compliance with all federal and state laws, regulations, and rules applicable to its operations.

4.4. Waiver of any and all rights to assert any lien, attachment or encumbrance against customer freight.

5. Receipts and Bills of Lading

Motor Carrier will provide Shipper with proof of delivery for each shipment in the form of a signed bill of lading or electronic proof of delivery, recording the count and condition of freight at pick-up and delivery. The terms of any freight documentation may not supplement, alter, or modify these Terms.

6. Inspection and Claims

6.1. Origin Inspection

Motor Carriers shall complete an origin walk-around visual inspection of the motor vehicles at the location of pickup and note any readily observable damage.

6.2. Delivery Inspection

At time of delivery, the Shipper's authorized agent shall have the opportunity to conduct a joint inspection, signed by both parties. The time allotted shall be no less than 15 minutes per motor vehicle, up to a maximum of one (1) hour per load.

6.3. Subject To Inspection (STI) Delivery

If Motor Carrier delivers after designated delivery hours, the vehicles will be "Subject To Inspection" 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 Broker and Motor Carrier. The LON must include: VIN, damage location (panel), damage type, extent or size, and photo of damage. Failure to comply shall result in denial of any claim.

6.4. Liability Limitation

Shipper will be solely liable to ensure that each vehicle tendered for transportation is in safe and operable condition. In no event will Broker or any Motor Carrier be liable for: (a) damage to the interior of any vehicle; (b) any preexisting condition; (c) mechanical or electrical operation issues; or (d) losses caused by leaking fluids, battery acid, or antifreeze. Broker and Motor Carriers shall not be liable for consequential or incidental damages arising from these events.

6.5. Claims Filing Process

Broker shall assist Shipper in the filing and processing of claims with Motor Carriers. Shipper must file claims for cargo loss or damage with Broker within nine (9) months and one day from the date of such loss or damage. Any civil action must be filed within two (2) years from the date Broker provides written notice of claim disallowance.

7. Insurance

For the duration of these Terms, Broker will maintain the following insurance coverage:

8. Limitation of Liability

8.1. Broker is not a motor carrier and shall not be held liable for any loss or damage to cargo except to the extent directly caused by Broker's negligent acts or omissions. Carrier liability and claims for cargo damage shall be determined under the Carmack Amendment, 49 U.S.C. 14706.

8.2. In the case of cargo lost, damaged or destroyed, liability shall not exceed the lesser of the cost to repair or the value of the cargo less salvage value.

8.3. Broker's liability shall not in any event exceed the lesser of the amount paid to Broker by Shipper in the preceding twelve (12) month period or $150,000.

8.4. UNDER NO CIRCUMSTANCES WILL BROKER OR MOTOR CARRIERS BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES FOR ANY REASON WHATSOEVER.

9. Indemnification

9.1. Shipper shall indemnify, defend, and hold Broker harmless from and against any liability, claims, loss, costs, fines, penalties, expenses (including attorney's fees), arising from: (i) negligence or misconduct of Shipper; (ii) violation of applicable laws; (iii) breach of these Terms; (iv) Broker's reliance on information provided by Shipper; (v) claims exceeding the liability assumed herein; (vi) cancellation of previously requested Services.

9.2. Broker shall indemnify Shipper against claims of payment made by Motor Carriers as long as Shipper has made timely payment to Broker.

10. Confidentiality

Each Party shall protect and keep in confidence any confidential or proprietary information of the other Party using a reasonable degree of care. "Confidential Information" includes non-public information relating to a Party's business plans, strategies, financial information, technology, trade secrets, and proprietary data. The receiving Party shall use Confidential Information only for purposes set forth in these Terms.

11. Data Privacy and Security

11.1. Each Party agrees to protect and maintain the security and privacy of data received from the other Party, comply with all applicable data protection laws, and maintain commercially reasonable internal controls including access controls and encryption. Each Party shall notify the other upon discovery of any data breach.

12. Assignment

Neither party may assign these Terms without obtaining the advance written consent of the other Party. A permitted assignment must be made through a signed, written instrument.

13. Severability

If any term or condition is held to be invalid or unenforceable, such term shall be deemed severed and these Terms shall otherwise remain in full force and effect.

14. Independent Contractor

Broker is an independent contractor. Broker, Motor Carriers, and their employees are not employees or agents of Shipper. Nothing herein creates any employment, partnership, joint venture, or agency relationship between the Parties.

15. Electronic Consent

Each Party expressly agrees to conduct business using electronic means including the use and acceptance of electronic signatures, which shall have the same force and effect as manual signatures.

16. Force Majeure

Obligations shall be temporarily suspended during periods when either Party is unable to comply due to acts of God, public enemy, war or terrorism, fire, floods, epidemics, pandemics, civil commotion, closing of public highways, act or interference of public authority, and similar situations beyond the affected Party's control.

17. Governing Law and Venue

These Terms shall be construed and governed by the laws of the Commonwealth of Massachusetts and applicable federal regulations. The Parties consent to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts, including the United States District Court for the District of Massachusetts. EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY.

18. Marks and Publicity

Broker shall not utilize Shipper's name or identity in any advertising or promotional communications without written consent, and the Parties shall not publish the contents or existence of these Terms except as necessary to conduct operations pursuant to these Terms.

19. Waiver

Failure by either Party to complain of any act or failure to act of the other Party will not constitute a waiver of rights hereunder.

20. No Third-Party Beneficiaries

These Terms do not confer any enforceable rights or remedies upon any person or party other than the Parties named herein.

21. Complete Agreement

These Terms constitute the entire agreement for freight broker Services between the Parties and supersede any other representations, statements, agreements, and understandings. These Terms may not be modified or amended by Shipper.

22. Survival

Any provisions of these Terms that would, by their nature, survive termination will so survive.

23. Notice

All notices required under these Terms shall be effective upon receipt, in writing, and transmitted electronically or by certified mail:

If to Broker:
D&R Auto Shippers
Attn: Legal Department
157 Pearl St, Framingham, MA 01702
Email: contact@drautoshippers.net

If to Shipper: To Shipper via any email or mailing address provided by Shipper to Broker.