Terms and Conditions

Transportation Brokerage Services Terms & Conditions Agreement

Introduction

The following sets forth the agreed-upon terms and conditions (the “Agreement”) upon which You have engaged Melgar Freight Solutions, LLC (“Melgar”) to provide certain transportation brokerage services (the “Services”) on Your behalf. Please read this Agreement carefully as it constitutes the agreement between You and Melgar regarding the provision of Services contemplated hereunder.

When used in this Agreement, the term “You” or “Your” means the shipper, consignee, broker, carrier or similar person or entity and each of its employees, agents or representatives that engages Melgar to provide the Services. The person having engaged Melgar hereby represents and warrants to Melgar that he or she is authorized to act by You and agrees to the terms of this Agreement on Your behalf.

This Agreement May Change

You agree and acknowledge that Melgar may, in its sole discretion, unilaterally change or amend this Agreement at any time and without notice to You. Each time You engage Melgar, You agree to do so under the then-current version of this Agreement.

The current version of this Agreement may be accessed at https://melgarfreight.com/.

You are engaging Melgar as an independent contractor to perform the Services. Through this engagement, You and Melgar are not principal, agent, joint ventures, or partners.

Transportation Brokerage

Melgar is a federally authorized transportation property broker, operating pursuant to MC No. 1734961 in accordance with applicable statutes and USDOT and FMCSA regulations.

You have engaged Melgar to arrange for the transportation of certain cargo (“Cargo”) with duly licensed and authorized motor carriers (“Carriers”). Melgar will place shipments of Cargo (“Shipments”) with Carriers for transportation with reasonable dispatch.

Melgar is not a motor carrier or freight forwarder and does not transport Cargo. No Carrier shall be considered a subcontractor, agent, or affiliate of Melgar.

Your Obligations When Booking Shipments

You shall be responsible for providing full and accurate information including, but not limited to:

Accurate description of the Cargo
Correct origin and destination
Correct shipper and consignee information
Pick-up and delivery instructions
All information required for the Carrier to complete the Shipment

Billing and Compensation

You agree to pay Melgar the rates and charges associated with each Shipment. Invoices shall be submitted within thirty (30) business days of delivery.

Payment is due within thirty (30) calendar days of receipt. Late payments accrue interest at 1.5% per month or the maximum allowed by law.

You shall not have any right to offset or set off against Melgar invoices.

Motor Carriers and Their Tariffs

The Carrier is responsible for transportation under the Carmack Amendment (49 U.S.C. §14706).

Melgar will assist with claims but is not liable for loss, damage, delay, overage, or shortage.

Bills of Lading

Shipments may be transported under a bill of lading or similar document. You are responsible for ensuring accuracy of all shipment details.

Any misidentification of Melgar as a carrier shall not alter Melgar’s role as a broker.

Food Safety Laws

If a Shipment is subject to food safety laws, You must specify all applicable regulations on the Transportation Document.

You must provide written temperature, sanitation, and handling instructions for Covered Food Shipments.

Confidentiality and Non-Solicitation

During the relationship and for twelve (12) months thereafter, You shall not solicit Melgar’s Carriers, suppliers, or vendors.

You agree that equitable relief may be granted without proof of damages.

Limitations of Claims and Liability

Neither party shall be liable for consequential, incidental, indirect, or punitive damages including lost profits.

Indemnity

Each party agrees to indemnify and hold harmless the other from all claims, losses, liabilities, and expenses arising from this Agreement.

General Provisions

This Agreement is governed by the laws of the State of Minnesota. Any dispute shall be resolved exclusively in courts located in Ramsey County, Minnesota.

If any provision is found unenforceable, the remaining provisions remain in effect.

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

NO TERMS IN ANY DOCUMENT YOU SEND TO MELGAR SHALL MODIFY THIS AGREEMENT. ALL SUCH TERMS ARE EXPRESSLY REJECTED.