General Terms and Conditions for Brokerage Services.

These General Terms and Conditions for Brokerage Services (“Terms”) govern all brokerage, transportation-arrangement, quoting, shipment coordination, and related services provided by UTB Logistics (“UTB,” “UTB Logistics,” “Broker,” “we,” “us,” or “our”) to any customer, shipper, consignee, account holder, payor, guarantor, or other party requesting, booking, authorizing, or receiving services through UTB Logistics (“Customer”).

By requesting a quote, tendering a shipment, issuing a load request, accepting a rate, using the website, submitting shipping instructions, or otherwise using UTB Logistics’ services, Customer agrees to be bound by these Terms. If Customer has entered into a separate written agreement signed by UTB Logistics, that written agreement shall control only to the extent it directly conflicts with these Terms. In the absence of such a signed agreement, these Terms shall fully govern.

Definitions

For purposes of these Terms, the following definitions apply.

“Accessorial Charges”
means any charge in addition to the base freight rate, including detention, layover, waiting time, truck order not used, miss trip, re-consignment, redelivery, limited access, residential service, inside delivery, liftgate, appointment fees, after-hours service, bonded handling charges, cross-border service charges, storage, sort and segregate charges, and any similar charge arising from the shipment or assessed by the servicing Carrier.

“Bill of Lading” or “BOL”
means the shipping document governing a particular shipment, whether issued by UTB Logistics, the servicing Carrier, the shipper, or another authorized party, together with any shipping instructions, manifests, supplements, confirmations, or related transportation records.

“Carrier”
means the independent third-party motor carrier, drayage provider, parcel carrier, intermodal provider, rail provider, or other transportation provider selected to perform all or any portion of the physical transportation of the shipment.

“Charges”
means all amounts due in connection with a shipment, including freight charges, Accessorial Charges, detention, storage, layover, fuel surcharge, taxes, duties, governmental fees, bank charges, attorney’s fees where recoverable, and any other amounts arising from or related to the services.

“Claim”
means any demand, allegation, action, complaint, cargo claim, billing dispute, indemnity demand, penalty, fine, or asserted liability arising out of or related to a shipment or the services.

“Consignee”
means the person or entity designated to receive the shipment at destination.

“Customer”
means the person or entity requesting, tendering, authorizing, arranging, paying for, or benefiting from the services, including the shipper, consignee, beneficial cargo owner, account holder, and any agent acting on behalf of the foregoing.

“FTL”
means full truckload transportation services.

“LTL”
means less-than-truckload transportation services, including standard LTL, volume LTL, and similar consolidated freight services.

“POD”
means proof of delivery, delivery receipt, signed delivery record, or any equivalent written or electronic evidence of delivery.

“Prohibited Commodities”
means commodities that UTB Logistics will not accept for transportation arrangement under any circumstance unless UTB Logistics expressly agrees otherwise in a separate writing signed by an authorized representative.

“Restricted Commodities”
means commodities that may be accepted only upon UTB Logistics’ prior written approval and only if all applicable carrier, packaging, safety, insurance, and legal requirements are satisfied.

“Services”
means the transportation brokerage and logistics coordination services provided by UTB Logistics, including quoting, carrier sourcing, dispatch coordination, shipment monitoring, documentation support, and related brokerage services.

“Shipment”
means the cargo, goods, freight, or property tendered for transportation, whether in one or multiple pieces, pallets, parcels, containers, or units.

“Quote”
means any rate, estimate, pricing communication, proposal, or offer provided by UTB Logistics, whether orally, electronically, by email, by message, through a portal, or otherwise.

“Third Parties”
means any motor carrier, drayage provider, intermodal provider, rail provider, parcel carrier, courier, freight forwarder, customs broker, warehouseman, terminal operator, port operator, container freight station, agent, subcontractor, or other third-party service provider used, engaged, or involved in connection with any Shipment or Services.

Broker Status

UTB Logistics acts solely as a transportation broker and intermediary. UTB Logistics is not a motor carrier, freight forwarder, warehouseman, bailee, customs broker, insurer, or common carrier. UTB Logistics does not own transportation equipment and does not take possession, custody, or control of cargo.

UTB Logistics arranges transportation through independent third-party Carriers. Each Carrier is solely responsible for the transportation services it performs, including pickup, loading, securement where assumed by the Carrier, handling, storage in transit, transit, unloading, delivery, and compliance with applicable laws and regulations.

Nothing in these Terms, any Quote, any BOL, any rate confirmation, any load confirmation, any shipment communication, or any course of dealing shall be construed as UTB Logistics assuming motor carrier liability, freight forwarder liability, warehouseman liability, bailee liability, insurer liability, customs broker liability, or any obligation inconsistent with its status as a transportation broker. Customer acknowledges and agrees that UTB Logistics does not assume liability under the Carmack Amendment, 49 U.S.C. § 14706, or any similar federal, state, provincial, or foreign law governing motor carrier, freight forwarder, or transportation-provider liability.

Scope of Services

UTB Logistics provides transportation-arrangement and logistics coordination services, including but not limited to full truckload, less-than-truckload, drayage, courier, parcel, cross-border, and related brokerage services within the United States and, where available, in connection with Canada and Mexico cross-border shipments. Services are subject to carrier availability, market conditions, shipment characteristics, operational feasibility, and applicable law.

UTB Logistics may decline any quote request, load tender, or shipment in its sole discretion.

Unless expressly agreed in writing, UTB Logistics does not provide packing, crating, warehousing, customs brokerage, legal compliance services, import or export filing services, escort services, or cargo insurance.

UTB Logistics may select, engage, substitute, route, re-route, or use Carriers and other Third Parties in its reasonable discretion when arranging Services, unless Customer provides specific written routing or service instructions that are accepted in writing by UTB Logistics. Customer acknowledges that Carriers and Third Parties are independent contractors and that UTB Logistics does not direct, control, or supervise the actual means, methods, equipment, personnel, route, timing, handling, storage, customs processing, or delivery performed by any Carrier or Third Party.

Quotes, Pricing, and Rate Validity

All Quotes are based on the shipment information provided by Customer and are subject to change if the actual shipment differs in any respect from the information originally provided. Any change in weight, dimensions, piece count, freight class, commodity description, packaging, declared value, special handling requirements, hazardous material status, pickup or delivery location, appointment requirements, accessorial requirements, market conditions, or other shipment details may result in revised Charges.

A Quote is not binding unless and until accepted by UTB Logistics and matched with Carrier availability. Even after acceptance, Charges may be adjusted if the shipment details are inaccurate, incomplete, revised, or later determined to differ from those originally disclosed.

Rates do not include cargo insurance unless specifically quoted, separately approved in writing, and separately charged.

Fuel surcharges, carrier tariff charges, governmental fees, special equipment charges, and similar variable items may be assessed in accordance with the servicing Carrier’s rules, tariffs, or applicable market conditions.

Bank charges, wire fees, foreign exchange charges, and other financial transaction fees related to international or cross-border payments shall be borne by Customer.

UTB Logistics’ compensation for Services may be included in the rates, Charges, or amounts invoiced to Customer and may consist of brokerage fees, commissions, margins, markups, administrative fees, or other compensation. Customer agrees that UTB Logistics is not required to disclose its margin, buy rate, Carrier payment, commission, or compensation arrangement unless required by applicable law or expressly agreed in a separate writing signed by UTB Logistics.

Bill of Lading and Shipping Documents

Each shipment shall move under a BOL or other shipping document acceptable to the servicing Carrier and UTB Logistics. Customer is solely responsible for providing complete and accurate shipment information for inclusion on the BOL and related shipping documents, including commodity description, piece count, weight, dimensions, freight class, accessorial requirements, pickup and delivery details, and any special handling instructions.

Unless UTB Logistics expressly agrees otherwise in a separate writing signed by an authorized representative, the BOL is intended solely as a shipment receipt and operational shipping document. The BOL shall not amend, supersede, or modify these Terms, any credit terms, or any separate written agreement signed by UTB Logistics.

Any preprinted or unilateral terms contained in a Customer-generated BOL, purchase order, shipping instruction, portal entry, tender document, confirmation, or similar record shall be of no force or effect against UTB Logistics unless expressly accepted in a separate writing signed by an authorized representative of UTB Logistics.

UTB Logistics’ issuance, transmission, review, use, or reference to a BOL shall not cause UTB Logistics to be deemed a motor carrier, warehouseman, bailee, or insurer, and shall not create possession, custody, or control of cargo by UTB Logistics.

If there is any conflict between these Terms and any BOL or shipment document, these Terms shall control as to the relationship between Customer and UTB Logistics.

Customer Responsibilities

Customer is solely responsible for providing complete, accurate, and timely shipment information, including the commodity description, actual weight, dimensions, piece count, packaging, declared value, freight class, accessorial requirements, pickup and delivery instructions, appointment information, contact information, and any special handling needs.

Customer is solely responsible for ensuring that freight is properly packaged, labeled, marked, secured, palletized when necessary, and otherwise prepared for transportation in accordance with the nature of the goods, industry standards, applicable law, and Carrier requirements.

Customer is solely responsible for ensuring that the shipment is lawful to transport and that all required permits, certificates, invoices, packing lists, customs paperwork, waybill data, security documents, and other governmental or operational documents are complete and accurate.

Customer shall ensure that the shipment is ready at the agreed pickup time. If the shipment is not ready, is improperly packaged, materially differs from what was disclosed, or cannot be loaded or delivered as scheduled, Customer shall be responsible for all resulting Charges.

Customer shall not tender any Prohibited Commodity and shall not tender any Restricted Commodity without UTB Logistics’ prior written approval.

Customer shall notify UTB Logistics in writing before tendering any food, food-grade, perishable, frozen, refrigerated, temperature-controlled, sanitary-transportation-regulated, or similar shipment. Customer shall provide all applicable shipper, consignee, regulatory, temperature, sanitation, seal, equipment, washout, handling, segregation, documentation, inspection, and delivery requirements before shipment. If Customer fails to provide such requirements in writing before shipment, UTB Logistics and the servicing Carrier shall have no liability for loss, damage, delay, rejection, contamination, adulteration, temperature deviation, spoilage, or regulatory non-compliance arising from the undisclosed requirements. Customer shall indemnify, defend, and hold harmless UTB Logistics from all related Claims, fines, penalties, costs, damages, expenses, and attorney’s fees.

Loading, Unloading, and Site Conditions

Unless otherwise agreed in writing, UTB Logistics is not responsible for loading or unloading the shipment. Loading and unloading are performed by Customer, Customer’s representatives, the shipper, the consignee, or the Carrier, depending on the service arrangement.

Customer is responsible for ensuring that pickup and delivery locations are safe, legally accessible, and capable of accommodating the equipment required for the shipment.

If a Carrier arrives and the shipment is not ready, cannot be loaded, cannot be unloaded, or cannot be serviced because of site conditions, scheduling issues, packaging defects, inaccurate information, document issues, or shipper or consignee delay, Customer shall be responsible for all resulting Charges.

Full Truckload (FTL) Terms

For FTL shipments, rates are based on the shipment details provided at the time of booking and remain subject to revision if those details change or are later found to be inaccurate.

Unless otherwise stated in writing, FTL rates include up to two (2) hours of loading time and up to two (2) hours of unloading time under normal operating conditions. For shipments with additional stops, rates include up to one (1) hour of loading or unloading time per additional stop unless otherwise stated in writing. Any delay beyond included free time may result in detention or waiting-time charges.

Unless otherwise quoted in writing, Dry Van detention may be charged at Seventy Dollars ($70.00) per additional hour and Reefer detention may be charged at One Hundred Dollars ($100.00) per additional hour, subject to revision based on market conditions, Carrier requirements, or shipment-specific circumstances.

If a shipment is canceled after equipment has been ordered, dispatched, or assigned, Customer shall be responsible for any truck order not used, miss trip, cancellation, or similar charge. Unless otherwise agreed in writing, same-day pickup cancellations should be received at least four (4) hours before the scheduled pickup time, and next-day morning pickup cancellations should be received no later than 4:00 p.m. on the preceding business day. If timely cancellation is not received, a truck order not used charge may apply, including a charge of up to Two Hundred Fifty Dollars ($250.00), subject to the Carrier’s actual assessment.

If loading or unloading cannot be completed on the scheduled day and the equipment must remain out of service beyond the scheduled window, layover charges may apply. Unless otherwise agreed in writing, standard layover charges may be assessed at Two Hundred Fifty Dollars ($250.00) for Dry Van equipment and Three Hundred Dollars ($300.00) for Reefer equipment, subject to revision based on the Carrier’s actual assessment.

If the pickup or delivery address changes after dispatch or after a Carrier has been assigned, Customer shall be responsible for all resulting rerouting, re-consignment, redelivery, stop-off, detention, layover, and other Charges.

FTL carrier liability, if any, is governed by the servicing Carrier’s applicable cargo liability terms and governing law. UTB Logistics does not provide additional cargo insurance unless expressly approved in writing and separately charged.

Less-Than-Truckload (LTL) Terms

Effects Subject to Commercial Activity

General Provisions:

“Client” shall be understood as the legal entity that has a direct commercial relationship with USA TRUCK BROKERS INC. as a provider for its logistics needs.

The Client is responsible for providing, in a timely and accurate manner at the time of quotation, all shipment details, such as accessories and services required, in order to properly calculate freight rates. Otherwise, extra charges or rate variations may apply and must be assumed by the Client.

Pickups are not guaranteed, including special services.

For standard services, transit times are not guaranteed, and delays may occur due to external and internal factors related to the carrier and the operation.

For guaranteed services, in cases where transit times are not met, USA TRUCK BROKERS INC. will initiate a dispute process with the carrier to request that the rate be adjusted to the standard service rate.

For time-critical services, approval of the proposal is required within no more than 30 minutes. After this time, the rate must be updated.

Rates are subject to each carrier’s validity period, which may be verified at the time of quotation.

If, after the instruction and coordination of the pickup and/or delivery of the cargo, the unit arrives and the cargo is not ready for loading and/or unloading, or is not properly packaged, an extra charge called by carriers a “missed trip” shall apply. This charge will be notified once the carrier reports it.

The supplier must use the BOL provided by USA TRUCK BROKERS INC. If the supplier fails to do so, USA TRUCK BROKERS INC. is not responsible for the movement, and the previously agreed rates shall not apply. Additionally, extra charges may apply and must be assumed by the Client, such as account changes (3rd party), re-consignment, rate variation, among others.

The supplier is responsible for loading the correct number of pieces. In the event that there are variations with respect to the information recorded on the BOL, the Client must assume full payment of the updated rate.

If the pickup or delivery address changes once the driver has been dispatched, an extra charge shall apply.

Rates include approximately up to 15 minutes of waiting time to start the loading and unloading operation, respectively, under optimal conditions for such activity. After this time, extra charges called “Detention” or waiting time shall apply, which will be confirmed by USA TRUCK BROKERS INC. once the carrier reports them. Otherwise, the previously mentioned “missed trip” charges shall apply.

The carrier has full authority, in the development of its activity, to use the services of other allied companies (partner carriers), without affecting its direct responsibility for the cargo and its coordination.

At the time of delivery, any observation, as well as any presumption of damage or missing cargo, must be recorded on the POD (Proof of Delivery), since it will be the legal document used to verify such situation.

If the service is canceled once the pickup has an assigned driver, an extra charge called a “cancellation fee” will be generated and added to the corresponding invoice.

In cases where the cargo has already been picked up and changes to the delivery address are required, an extra charge called “Re-consignment” shall apply.

Due to legal provisions in the country where the transportation operation is carried out, carriers have a period of up to 6 months (180 days) to notify any extra charge generated from the operation.

For bonded shipments, the Client is responsible for providing the legal documentation required for such operation. In case of discrepancies or any anomaly, USA TRUCK BROKERS INC. shall not be responsible for fines or penalties generated by carriers and/or government entities of the countries involved.

For cross-border operations between the United States and Mexico, the Client is responsible for providing the layout for the Carta Porte supplement within the timeframes required by each carrier. Additionally, customs procedures are the responsibility of the customs broker appointed by the Client. USA TRUCK BROKERS INC. is not responsible for this and has no commercial relationship with the customs brokers involved.

USA TRUCK BROKERS INC., in its capacity as an intermediary, shall not be responsible in case of damage or loss of merchandise with coverage additional to the cargo liability established by the carriers. LTL liability limits vary from one carrier to another and are determined based on freight class, packaging, type of merchandise, and other conditions. For these cases, you may consult with your executive regarding the cargo insurance option.

The consignee is responsible for verifying the condition of the merchandise once received from the carrier. After receiving the merchandise, USA TRUCK BROKERS INC. and the carrier shall not be responsible for possible damages and/or losses. It must be verified that the POD describes the condition of the merchandise, as this is essential for claims against the carrier, if applicable.

For pickups and deliveries in limited access areas, as determined by the carriers, an additional charge shall apply and must be assumed by the Client. The following are some of the areas that may apply for this accessorial charge:

Military Bases/Installations

Parks, Farms and Rural locations

Courthouses

Daycares

Hotels, Motels, Retirement/Nursing Homes

Restaurants

Cemeteries

Convents

Amusement Parks

Construction Sites

Outdoor Flea Markets

Camps, Carnivals, Fairs

Churches, Mosques, Synagogues, Temples

Schools (not including colleges and universities)

Colleges and Universities without a dock

Medical/Urgent care sites without a dock

Prisons

Individual / Mini Storage Units

Mines, Quarries, Natural Gas or Oil Fields

Golf Courses, Country Clubs

Nuclear Power Plants

USA TRUCK BROKERS INC. and LTL carriers are prohibited from transporting the following goods:

Radioactive goods

Articles of antiquity

Bank bills

Bullion

Credit cards

Contraband or property in the course of illegal transportation or trade

Currency (especially paper currency)

Deeds

Drafts

Drawings statues

Fine watches

Furs

Household goods and personal effects

Human body parts or organs

Fine Jewelry (costume jewelry is OK)

Fine watches

Live animals, plants or insects.

Letters of credit

Lottery tickets

Manuscripts

Marble figures/statues

Mechanical drawings

Money

Original artwork

Passports

Postage stamps (current stamps and collectibles)

Precious metals

Precious stones

Rare books

Recorded or electronic data and media

Securities

Stock certificates

Taxidermy items

U.S. Mail

Ammunition

Guns parts

Assembled guns

Valuable papers of any kind not otherwise noted

USA TRUCK BROKERS INC. and LTL carriers restrict the transportation of the following goods:

Carbon black

Liquor

Beer

Wine

Hazmat goods

Frozen foods

Automobiles

Motorcycles

Electronic devices (if applicable)

Tobacco products

For pickups, carriers require a minimum 3-hour time window in order to perform the pickup. Additionally, they do not provide pickup appointment service.

When a pickup requires the driver to have physical documentation for the pickup of the merchandise, the Client is responsible for providing it to USA TRUCK BROKERS INC. through the appropriate channels 24 hours before the pickup date. This also applies to pickups at Container Freight Stations (CFS) and airports.

USA TRUCK BROKERS INC. is not responsible for costs generated by storage. The Client is responsible for timely payment of any pending amounts.

Carriers may reject a pickup or merchandise if it is packed in loose boxes; therefore, palletizing is recommended.

Drivers have the right to deny any request to show any type of identification, such as a driver’s license, whether at the supplier’s or consignee’s site.

Special equipment for pickups and deliveries is subject to availability from each carrier and in each area.

Parcel services with UPS and FedEx Ground are only for the transportation of merchandise packed in cardboard boxes. Additionally, if the supplier does not have daily pickup with the respective carrier, an extra cost shall apply for scheduling the pickup.

Packages may weigh up to 150 lbs.

Packages may measure up to 108 inches in length.

Packages may measure up to 165 inches in combined length and girth.

USA TRUCK BROKERS INC. and the carriers shall not be responsible if the supplier delivers the incorrect cargo to the driver. All costs for returning merchandise and any other applicable expenses shall be fully assumed by the Client.

For pickups and deliveries at tradeshow sites, the Client is responsible for providing the necessary information for the operation, such as booth number, show name, stand, among others, as well as documentation, if applicable.

The Client must confirm whether a bonded operation will be IT (Immediate Transportation Bonds) or T&E (Transportation and Exportation Bonds), providing USA TRUCK BROKERS INC. with the supporting documentation for each modality, such as invoices, packing lists, B13, if applicable, and 7512, if applicable.

Volume LTL rates are performed through the transportation network in the most cost-effective manner possible and are not suitable for merchandise that is sensitive to delivery time. Additionally, they are valid for up to 7 days. Please verify specific cases with your account representative.

LTL carriers determine their liability in dollars per pound based on freight class, packaging, type of merchandise, and other factors. Freight class is the most common determining factor.

Liability limits are a cap on what the carrier may offer as compensation in case of loss or damage claim. They are not a promise to pay that amount if a claim is approved. You accept the maximum limit and agree to receive a lower amount when accepting the quote. For better coverage, please ask your sales representative about insurance.

Claims may take up to 120 business days from the date on which the required documentation and supporting documents are submitted to the carrier.

With some LTL carriers, your orders may be transported by rail or through the partner carrier network. Transit times are longer by rail. Once the railroad company has the cargo, it cannot be recovered through dock pickup.

To dispute a reweigh and inspection (W&I) by the carrier, the scale certificate showing the most recent calibration is required, together with commercial documents, such as invoice and packing list, cargo description, and any photographs and manufacturer information.

LTL carriers have up to 72 hours after the delivery date for the Proof of Delivery (POD) to be available.

Re-consignment and/or BOL correction charges may apply if the shipper’s and/or consignee’s city does not correspond to the ZIP code and address provided.

Concealed damage/shortage: this occurs when a missing or damaged item has not been noted on the Proof of Delivery (POD). You only have five (5) business days to file the claim; otherwise, your claim will be denied by the carrier.

The assignment of NMFC is the responsibility of the Client when using the Primus portal for order booking. You may request assistance from your account representative and/or the LTL operations team.

Each shipment destined to points in the states of AL, CA, FL, GA, IL, KY, LA, MD, MS, MT, NV, NJ, OK, PA, and/or TX that contains alcoholic beverages that must be reported by the common carrier to a State Commission shall be subject to a reporting charge, in addition to all other applicable charges.

The fuel surcharge is based on the U.S. National Average Diesel Fuel Index provided by the EIA and is adjusted on Wednesdays based on the Fuel Index reported the previous Monday. If the fuel index is not updated on Monday, carriers use Tuesday’s index to calculate that week’s fuel surcharge. In the event that the National Average Diesel Fuel Index is not updated on Tuesday of the current week, the latest available index from previous weeks will be used.

Dock pickup: at the time of requesting a dock pickup, the carrier has up to 72 hours to authorize such procedure. Additionally, the Client must assume all extra costs generated by it.

For further details regarding the legal conditions of Less than Truckload (LTL) services, please refer to each provider’s carrier rules tariff. You may request it from your account representative.

General Payment Conditions:

The payment term for invoices is subject to the result of the credit review. Failure to comply with these payment terms may result in legal collection proceedings and negative reports to credit risk bureaus such as Dun & Bradstreet (D&B). Any attorney fees generated must be assumed by the Client.

Bank charges that may be generated when making international transfers must be assumed by the Client from the issuing bank.

Cross-Border, Bonded, and Special Documentation Shipments

For U.S.-Mexico, U.S.-Canada, bonded, in-bond, customs-controlled, or otherwise regulated shipments, Customer is solely responsible for providing complete and timely documentation, including invoices, packing lists, customs documentation, bond documentation, waybill support, security filings, export documents, and any other required forms or instructions.

UTB Logistics is not the importer of record, exporter of record, customs broker, or customs attorney. Customs clearance, customs brokerage, government filings, tax compliance, declarations, and regulatory submissions are the sole responsibility of Customer and Customer’s separately retained customs broker or advisor.

If fines, penalties, delays, storage, holds, demurrage, redelivery, or additional Charges arise from incomplete, inaccurate, late, or non-compliant documentation, Customer shall be solely responsible for all such amounts.

Customer is solely responsible for knowing and complying with all customs, marking, labeling, import, export, food, drug, safety, security, hazardous materials, tax, and other governmental requirements applicable to the Shipment. UTB Logistics shall not be responsible for any action taken, hold imposed, examination ordered, fine assessed, penalty imposed, seizure, detention, delay, rejection, or other governmental action arising from Customer’s failure to comply with applicable law, regulations, documentation requirements, or agency instructions.

Claims, Loss, Damage, and Shortage

All cargo claims must be made against the servicing Carrier, not UTB Logistics, unless a separate written agreement signed by UTB Logistics expressly states otherwise. Any declared value, invoice value, customs value, replacement value, insured value, or other value stated on a BOL, invoice, packing list, customs document, portal entry, email, rate request, shipping instruction, or other document is provided for commercial, customs, rating, or informational purposes only and shall not increase UTB Logistics’ liability or any Carrier’s liability unless UTB Logistics receives specific written instructions before shipment, the applicable Carrier expressly accepts the higher declared value in writing, and all applicable valuation charges, insurance premiums, or other required charges are paid by Customer.

At the time of delivery, Customer and Consignee must inspect the shipment before signing the POD. Any visible damage, shortage, overage, or discrepancy must be clearly noted on the POD at the time of delivery. Failure to note visible damage or shortage on the POD may impair or eliminate recovery.

Concealed damage, concealed shortage, or similar post-delivery conditions must be reported immediately upon discovery and within the deadline imposed by the servicing Carrier’s tariff, rules, or governing law.

Any claim must include all documents required by the servicing Carrier, including the BOL, POD, photographs, invoice, packing list, claim amount, inspection records, and other requested evidence. UTB Logistics may, as a courtesy and without assuming liability, forward claim documents to the Carrier or assist with communication, but UTB Logistics has no obligation to do so and assumes no responsibility for the outcome of any claim.

UTB Logistics shall not be responsible for differences in piece count, concealed damage, or undocumented damage where such issue was not properly noted on the POD or timely reported in accordance with applicable claim rules.

LTL Carrier liability may be limited by dollars-per-pound calculations, freight class, commodity type, packaging, tariff rules, and other Carrier-specific factors. Any stated liability limit is a maximum potential limit and not a guarantee of payment.

Timely payment of all Charges relating to a Shipment is a condition precedent to UTB Logistics’ voluntary assistance with any cargo claim, insurance claim, Carrier claim, or related investigation. Customer shall not withhold, offset, or delay payment of freight charges, brokerage charges, or other Charges because of any pending cargo claim, delay claim, service issue, or dispute.

Cargo Insurance

UTB Logistics does not provide cargo insurance by default. Any reference to Carrier liability is not insurance and shall not be construed as insurance.

If Customer requests cargo insurance, such coverage must be separately requested, separately approved in writing by UTB Logistics, and separately charged. No cargo insurance shall exist unless UTB Logistics confirms in writing that such coverage has been placed.

Any cargo insurance, if procured, shall be subject solely to the terms, conditions, exclusions, deductibles, warranties, underwriting conditions, limitations, and claims procedures of the applicable insurance policy or certificate. If any insurer denies, limits, delays, or disputes coverage, Customer’s recourse shall be solely against the insurer and not against UTB Logistics, except to the extent caused by UTB Logistics’ proven gross negligence or willful misconduct. Customer waives, and shall cause its insurers to waive, any rights of subrogation against UTB Logistics and its owners, officers, directors, managers, members, employees, agents, affiliates, insurers, successors, and assigns, to the fullest extent permitted by law.

Prohibited Commodities

Customer shall not tender, and UTB Logistics shall have no obligation to arrange transportation for, any shipment containing prohibited or unlawful goods. Prohibited Commodities include illegal contraband, currency, cash, negotiable instruments, securities, stock certificates, deeds, drafts, letters of credit, passports, bullion, precious metals, precious stones, jewelry, high-value watches, antiques, original artwork, rare books, collectibles, household goods, personal effects, live animals, live plants, insects, human remains, human organs, radioactive materials, and any commodity unlawful to transport.

Prohibited Commodities also include firearms, firearm parts, weapon-related items, and similar regulated goods not expressly accepted in writing by UTB Logistics.

If Customer tenders a Prohibited Commodity, Customer shall be solely responsible for all resulting loss, delay, seizure, fine, penalty, disposal cost, carrier charge, governmental action, and Claim, and shall indemnify, defend, and hold harmless UTB Logistics from and against the same.

Restricted Commodities

Certain commodities may be accepted only with UTB Logistics’ prior written approval and only subject to all applicable carrier, packaging, routing, safety, insurance, and legal requirements. Restricted Commodities may include alcohol, tobacco products, electronics, hazmat materials, frozen goods, temperature-controlled goods, bonded freight, cross-border regulated goods, and other specialty or high-risk cargo.

Acceptance of a Restricted Commodity for one shipment shall not obligate UTB Logistics to accept such commodity for any future shipment.

If Customer tenders a Restricted Commodity without prior written approval, Customer shall bear all resulting responsibility, cost, and liability.

Payment Terms

Payment terms are subject to UTB Logistics’ credit approval and may be granted, modified, suspended, or revoked at any time in UTB Logistics’ sole discretion.

All invoices are due according to the approved payment terms for the account or, if no credit terms have been approved, immediately upon receipt. Any past-due balance may accrue late charges at the maximum rate permitted by law or, if lower, at the rate stated on the applicable invoice or credit document.

Customer shall not withhold, offset, or deduct any invoiced amount without UTB Logistics’ prior written consent.

If Customer disputes an invoice, Customer must provide written notice of the specific dispute within ten (10) calendar days after the invoice date, together with supporting documentation. Failure to timely dispute an invoice constitutes acceptance of the invoice as accurate and due.

UTB Logistics may apply any payment received to any outstanding invoice in its discretion unless otherwise required by law. To the fullest extent permitted by law, UTB Logistics may set off, recoup, deduct, withhold, and apply any amounts owed by Customer, shipper, consignee, beneficial cargo owner, account holder, payor, guarantor, or any related obligor against any amount that UTB Logistics may owe or otherwise agree to pay to such party, including any refund, credit, claim payment, cargo claim recovery, insurance proceeds, settlement amount, judgment, compromise payment, account credit, or other amount. Any settlement, compromise, release, or payment involving UTB Logistics shall be calculated net of all unpaid Charges, invoices, advances, accessorial charges, collection costs, attorney’s fees, court costs, and enforcement expenses owed to UTB Logistics, unless UTB Logistics expressly agrees otherwise in a separate written settlement agreement signed by an authorized representative of UTB Logistics. Customer shall not assert any claim, lawsuit, cargo claim, billing dispute, service dispute, or alleged damages as a basis to withhold, delay, offset, or avoid payment of amounts owed to UTB Logistics.

If payment is not made when due, UTB Logistics may suspend services, place the account on credit hold, require prepayment, cancel pending shipments, refer the account to collections, report delinquent commercial payment history to commercial credit reporting agencies where permitted by law, and pursue all other lawful remedies.

Customer shall be responsible for all costs of collection, including reasonable attorney’s fees, court costs, filing fees, tracing expenses, and enforcement expenses to the fullest extent permitted by law.

UTB Logistics shall have no obligation to advance, guarantee, incur, or pay any freight charges, accessorial charges, customs duties, taxes, bonds, storage charges, demurrage, detention, per diem, insurance premiums, governmental charges, penalties, fines, examination charges, inspection charges, or other amounts on behalf of Customer unless UTB Logistics expressly agrees in writing. Any advance, payment, or accommodation made by UTB Logistics shall be at Customer’s sole expense, shall be immediately reimbursable upon demand, and shall not constitute a waiver of UTB Logistics’ rights under these Terms.

Personal Guaranty and Security Documents

If UTB Logistics extends credit based on the financial condition of an individual principal, affiliate, or related entity, UTB Logistics may require such party to execute a separate written personal guaranty as a condition of service or continued credit.

Any security interest, collateral agreement, or UCC filing must be supported by a separate written agreement signed by the applicable obligor. Nothing on this website or in these Terms alone shall constitute the granting of a security interest unless separately executed in writing in accordance with applicable law.

If any individual, principal, owner, officer, member, manager, affiliate, account holder, payor, or related party signs, accepts, or agrees to a personal guaranty, credit application, payment agreement, settlement agreement, or other written obligation in favor of UTB Logistics, such party shall be jointly and severally liable for all amounts owed to UTB Logistics according to the terms of that written obligation. UTB Logistics may apply any payment, credit, refund, claim recovery, settlement amount, or other amount otherwise payable to such party against any amounts owed to UTB Logistics by Customer or such guarantor, to the fullest extent permitted by law. The parties agree that any settlement amount payable by UTB Logistics shall be reduced by all unpaid invoices, freight charges, accessorial charges, advances, collection costs, attorney’s fees, court costs, and other amounts owed to UTB Logistics by Customer, its guarantors, account holders, payors, or related obligors. UTB Logistics may deduct such amounts from the settlement payment before any funds are paid. Payment of the net settlement amount, if any, shall constitute full satisfaction of UTB Logistics’ payment obligation under this Settlement Agreement.

Limitation of Liability

To the fullest extent permitted by law, UTB Logistics shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, lost sales, business interruption, production downtime, storage, demurrage, detention, chargebacks, loss of use, reputational harm, or similar damages, even if advised of the possibility of such damages.

Except to the extent caused directly by UTB Logistics’ proven gross negligence or willful misconduct, UTB Logistics shall not be liable for cargo loss, cargo damage, shortage, spoilage, theft, delay, missed appointment, service interruption, misdelivery, customs issues, security incidents, acts of Carrier, acts of third parties, acts of government, weather events, roadway conditions, labor disruptions, or other matters outside UTB Logistics’ direct control.

If UTB Logistics is found liable notwithstanding the foregoing, its total liability arising out of any Shipment or related Services, whether arising in contract, tort, negligence, statute, indemnity, or otherwise, shall not exceed the lesser of: (a) the brokerage fees actually paid to UTB Logistics for the specific Shipment at issue; (b) Five Hundred Dollars ($500.00); or (c) Fifty Cents ($0.50) per pound of the affected goods. In the case of partial loss, damage, delay, or shortage, the limitation shall be applied pro rata to the affected portion of the Shipment.

Indemnification

Customer shall indemnify, defend, and hold harmless UTB Logistics and its owners, officers, directors, managers, members, employees, agents, affiliates, successors, assigns, and representatives from and against any and all claims, demands, actions, causes of action, losses, damages, liabilities, penalties, fines, judgments, settlements, deficiencies, charges, costs, and expenses, including reasonable attorney’s fees and costs of investigation, arising out of or relating to:

(a) Customer’s breach of these Terms;
(b) inaccurate, incomplete, or misleading shipment information;
(c) improper, insufficient, or defective packaging, labeling, marking, classification, or securement;
(d) unlawful cargo;
(e) Prohibited Commodities or Restricted Commodities tendered without prior written approval;
(f) failure to provide required shipping, customs, regulatory, security, or other documentation;
(g) unsafe, inaccessible, or unsuitable pickup or delivery locations;
(h) loading or unloading issues;
(i) customs, regulatory, import, export, or cross-border violations;
(j) delay, detention, storage, demurrage, per diem, re-consignment, disposal, seizure, redelivery, or other accessorial or consequential charges arising from Customer’s acts or omissions; or
(k) any act or omission of Customer, shipper, consignee, beneficial cargo owner, or any of their respective employees, contractors, agents, or representatives.

This indemnity applies to claims asserted by carriers, governmental authorities, and other third parties, as well as to losses incurred directly by UTB Logistics arising from the foregoing. UTB Logistics shall have the right to control the defense and settlement of any matter subject to indemnification hereunder. Customer’s obligations under this Section shall survive the completion of services, cancellation of any shipment, termination of the parties’ relationship, and payment of any invoice. Notwithstanding the foregoing, Customer shall not be required to indemnify UTB Logistics to the extent a claim is finally determined to have been caused solely by UTB Logistics’ gross negligence or willful misconduct.

Without limiting the foregoing, if any Carrier, Third Party, governmental authority, customs authority, port, terminal, warehouse, broker, agent, or other person asserts a claim, demand, charge, fine, penalty, liquidated-damages claim, or legal action against UTB Logistics for freight charges, accessorial charges, duties, taxes, bonds, fines, penalties, liquidated damages, storage, demurrage, detention, per diem, disposal costs, examination charges, inspection charges, or other amounts arising from or related to Customer’s Shipment, Customer shall indemnify, defend, and hold harmless UTB Logistics from and against all such amounts, together with all costs, expenses, and reasonable attorney’s fees incurred by UTB Logistics. Detention, confiscation, seizure, hold, examination, rejection, or delay of the goods by any governmental authority or Third Party shall not affect Customer’s obligation to pay all Charges and reimburse all amounts due to UTB Logistics.

No Warranty and No Guaranteed Performance

UTB Logistics does not guarantee Carrier availability, pricing continuity, pickup times, delivery times, transit times, cargo condition, claim recovery, or performance by any Carrier or third party unless expressly stated in a separate written commitment signed by UTB Logistics.

Any estimated transit time, delivery expectation, or service description is provided for informational purposes only unless expressly designated in writing as guaranteed service.

Force Majeure

UTB Logistics shall not be liable, and shall not be deemed in breach, default, or to have failed to perform, for any delay, interruption, shortfall, failure, or inability to perform any transportation, brokerage, logistics, or related services, in whole or in part, to the extent caused by or resulting from events or circumstances beyond its reasonable control, whether foreseeable or unforeseeable, including weather, floods, fires, acts of God, hurricanes, war, terrorism, civil unrest, riots, labor shortages, strikes, lockouts, governmental actions, regulatory restrictions, embargoes, roadway closures, port congestion, customs delays, border delays, inspections, epidemics, pandemics, cyber incidents, system outages, communication failures, equipment shortages, fuel shortages, utility interruptions, accidents, mechanical breakdowns, acts or omissions of shippers, consignees, or third parties, or Carrier nonperformance. In any such event, UTB Logistics may, without liability, suspend performance, extend time for performance, reroute shipments, engage substitute service providers, or cancel affected services to the extent reasonably necessary. UTB Logistics shall not be responsible for any indirect, incidental, special, consequential, or delay damages arising out of or related to any such event.

Privacy and Communications

Customer acknowledges that UTB Logistics may collect and use contact information, billing information, shipping information, account information, and related commercial information in connection with the services, account administration, collections, legal compliance, and service-related communications. UTB Logistics’ treatment of personal information shall be governed by its Privacy Policy, as amended from time to time.

By requesting services or submitting information to UTB Logistics, Customer consents to receiving service-related communications from UTB Logistics by phone, email, SMS, and other lawful communication channels for quoting, shipment coordination, account administration, collections, and customer service purposes. Marketing communications, if any, remain subject to applicable law and lawful opt-out rights.

Governing Law and Venue

These Terms, and any dispute arising out of or relating to the services or the relationship between Customer and UTB Logistics, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-law principles.

Any action or proceeding arising out of or relating to these Terms or the services shall be brought exclusively in the state courts or federal courts located in Miami-Dade County, Florida, and Customer irrevocably submits to the personal jurisdiction and venue of such courts.

Customer waives, to the fullest extent permitted by law, any objection based on forum non conveniens or improper venue.

Time Limit for Actions

Any Claim asserted directly against UTB Logistics in its capacity as broker must be presented to UTB Logistics in writing within thirty (30) days after the event giving rise to the Claim, together with all supporting documentation then available. This notice requirement does not expand UTB Logistics’ liability and does not alter any applicable Carrier claim deadline, tariff, rule, or governing law. Any action, claim, or proceeding by Customer against UTB Logistics arising out of or relating to the Services must be commenced within one (1) year after the event giving rise to the claim, or it shall be forever barred to the fullest extent permitted by law.

Attorney’s Fees

In any dispute, collection matter, or enforcement proceeding arising out of or relating to these Terms or the services, UTB Logistics shall be entitled to recover its reasonable attorney’s fees, court costs, and related enforcement expenses to the fullest extent permitted by law if it is the prevailing party or otherwise entitled to such recovery under applicable law or contract.

Modification of Terms

UTB Logistics may revise these Terms from time to time by posting an updated version on its website. The version in effect at the time a shipment is booked or tendered shall govern that shipment unless a different version is expressly agreed in writing.

Continued use of UTB Logistics’ services after any update constitutes acceptance of the revised Terms.

Miscellaneous

These Terms constitute complete agreement between the parties concerning the subject addressed herein, except to the extent superseded by a separate written agreement signed by UTB Logistics.

If any provision of these Terms is found unenforceable, the remaining provisions shall remain in full force and effect.

No waiver by UTB Logistics of any breach or default shall constitute a waiver of any prior, concurrent, or subsequent breach or default.

Customer may not assign its rights or obligations under these Terms without UTB Logistics’ prior written consent. UTB Logistics may assign its rights or obligations in connection with a merger, reorganization, affiliate transfer, sale of assets, or similar transactions.

Electronic signatures, electronic acceptances, electronic records, and electronically transmitted shipping instructions shall be fully binding permitted by law.

Sanctions and OFAC Compliance

Customer represents and warrants that it, its owners, affiliates, agents, shippers, consignees, beneficial cargo owners, payors, and any other parties involved in any Shipment are not listed on, owned or controlled by any person or entity listed on, or otherwise subject to sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of Commerce, the U.S. Department of State, or any other applicable governmental authority.

Customer shall not tender any Shipment, cargo, payment, or transaction that violates or would cause UTB Logistics to violate any applicable sanctions, embargo, export control, anti-boycott, or restricted-party laws or regulations.

UTB Logistics reserves the right to refuse, cancel, suspend, hold, or delay any Services, without liability, if UTB Logistics reasonably believes that any Shipment, party, payment, or transaction may violate applicable sanctions, embargo, export control, anti-boycott, or restricted-party laws or regulations.

Customer agrees to indemnify, defend, and hold harmless UTB Logistics from and against any and all claims, fines, penalties, damages, losses, detention, seizure, delay, storage, demurrage, disposal costs, investigation costs, compliance costs, and expenses, including reasonable attorney’s fees, arising out of or related to Customer’s breach of this Section or any violation or alleged violation of applicable sanctions, embargo, export control, anti-boycott, or restricted-party laws or regulations.