Ultra Auto Transport, LLC, doing business as Ultra Auto Transport™, is a registered and bonded property broker (MC# 886234, USDOT# 2550233). This Agreement is between solely the customer and his, her or its duly authorized agents, (hereinafter referred to as “Customer”), and Ultra Auto Transport™ (hereinafter referred to as “Broker”).
Broker is a transportation and property broker registered with the United States Department of Transportation and is acting solely in the capacity of a broker. Customer allows Broker to contract with other licensed and insured Motor Carrier(s), (hereinafter referred to as “Carrier”), to transport the vehicle(s) described in any shipping order generated by Customer.
Broker’s sole responsibility in the transaction between Customer and Broker is to procure a Carrier for shipment of Customer’s Vehicle. Customer understands that Broker never takes possession of, transports, or delivers Customer’s vehicle.
Broker will attempt to Schedule Transportation Services as best able to suit Customer’s needs. However, no scheduling can be guaranteed. Foreseen and unforeseen circumstances can delay or modify pickup and delivery times and locations. TIME IS NOT OF THE ESSENCE regarding the Transportation Services. TIME IS OF THE ESSENCE regarding timely submitting claims for damages to Carrier and in timely refusing a scheduled.
2. Services and Fees Defined
The following Services are referenced in this agreement
-“Broker Services” includes receiving shipping orders for transportation of vehicles (Transportation Services), contacting qualified carriers to arrange for such transportation, and confirming with all parties that arrangements have been made and agreed to. These services are provided by Broker.
-“Broker Fees” includes all amounts, fees, penalties and other remuneration Broker will charge Customer for Broker Services.
-“Transportation Services” includes the pick-up, securing, transporting, storing (if necessary) and delivering of vehicles identified to be transported from a point of origin and a point of destination. Compliance with federal and state transportation regulations, operating the vehicle as required to accomplish transport of the vehicle, and generating bills of lading and related paperwork, and providing motor carrier liability insurance are included in Transportation Services. These services are provided by Carrier.
-“Transportation Fees” includes all amounts, fees, penalties and other remuneration Carrier will charge Customer for Transportation Services.
-“Payment Services” may be provided if acceptable to both Customer and Carrier. This includes accepting payment from Customer to be forwarded to Carrier for Transportation Services. If provided by Broker, these Services do not render Broker liable for actions of Carrier, but simply make Broker an Agent of Carrier for receipt of payment of Transportation Fees.
3. Other Terms Defined
-“Agreement” and “Contract” when capitalized in this document are interchangeable terms. The Agreement includes this Terms and Conditions document and any Shipping Order provided by Broker. No communications or assurances made prior to issuing the Shipping Order become terms of this Agreement. Modifications after issuance of the Shipping Order must be made in writing and Accepted according to prevailing law.
-“Offer” is a term of art for offering terms of an enforceable contract at law. The Contract is not enforceable until Accepted. For this agreement, the initial inquiry, which may be either verbal or in writing, by a potential Customer requesting services does not constitute an Offer. A Shipping Order provided by Broker to Customer identifying and pricing the Services to be provided is the Offer. The Shipping Order will be provided to Customer via e-mail.
-“Acceptance” is a term of art for accepting the terms of an offer of a contract or the services provided under the contract. For this transaction, Customer may a refuse the services of Broker within 24-hours of the time a Shipping Order is issued to Customer. Failure to refuse the terms of the Shipping Order constitutes an Acceptance of the Offer as embodied in the Shipping Order. Failure to refuse the terms of a Shipping Confirmation constitutes and Acceptance of the Broker Services provided in scheduling a Carrier to provide Transportation Services. Refusal of the terms of a Shipping Confirmation untimely and/or without good reason may result in penalties or liability for full Broker Fees.
-“Shipping Order” means the written (whether hard copy or electronic format) document generated by Broker listing the fees to be charged for basic and any optional Broker Services and fees for any other contingencies which will be provided by Broker to Customer as Broker Services, and also estimating the Transportation Fees likely to be charged by Carrier.
-“Shipping Confirmation” means the written (whether hard copy or electronic format) document that a Carrier has agreed to transport Customer’s vehicle. Transportation Fees specified for the Transportation Services will be provided in the Shipping Confirmation, but this pricing is merely a courtesy summary of the terms of the agreement between Carrier and Customer. Any specified Transportation Fees are not part of the contract between Customer and Broker.
-“Scheduling” means Broker Services up to the point of Confirming that a valid contract exists between Customer and Carrier. This is performed by Broker.
-“Confirming” means verifying to Carrier that a valid contract exists between Carrier and Customer so that Carrier can Dispatch a driver and transport vehicle to Customer’s Point of Origin, and that Customer will be bound to pay Carrier for these Transportation Services. This is performed by Broker.
-“Dispatching” means directing a driver to initiate travel to Customer’s point of Origin. This is performed by Carrier.
-“Point of Origin” means the place where Customer’s vehicle will be picked up by Carrier. If the vehicle is secured or remote, the Point of Origin will be the place where Customer will transport the vehicle so that Carrier has access to take possession of the vehicle. This is specified by Customer, but may be modified if Carrier determines that the location is unsuitable for loading a vehicle onto Carrier’s transport vehicle.
-“Point of Destination” means the place where Carrier will deliver the vehicle to Customer following the provision of Transportation Services. This is specified by Customer, but may be modified if Carrier determines that the location is unsuitable for unloading a vehicle from Carrier’s transport vehicle.
-“Prevailing Law” means the law as it is in effect in each jurisdiction, federal or state, in which parts of the performance of this Agreement are done.
4. Broker Services (i.e. Ordering and Arranging for Transportation Services)
Customer warrants that it is the registered legal owner of the vehicle(s) to be transported, or that it has been duly authorized by the legal owner to enter into an agreement for transportation of the vehicle. Broker may demand documents from Customer to prove this prior to providing services or at any time prior to completion of the terms of the contract.
Customer will request Broker Services by telephone or using an online form.
Broker will generate a Shipping Order based on the request and will specify the Broker Fees as well as estimate the probable Transportation Fees likely to be charged by Carrier. Normally Broker will transmit this document to Customer via e-mail, but facsimile or other methods acceptable to both parties may be used. Customer may speed up the process by affirmatively accepting early via reply e-mail or otherwise replying in the same manner the Shipping Order was transmitted.
Broker will schedule transport of Customer’s vehicle with a potential carrier. Upon request, Broker will provide Credentials (copies of Bills of Lading, Operating Authority, Proof of Motor Carrier Liability Insurance and the like) of the potential carrier selected. Broker will generate a Shipping Confirmation based on the Shipping Order and the Transportation Fees and other terms quoted by the potential carrier. Broker will transmit the Shipping Confirmation to Customer in the same way the Shipping Order was transmitted, unless other arrangements are made.
Customer will have 24-hours from the time the Shipping Confirmation is transmitted to refuse the use of that carrier with no penalty. This 24-hour refusal period may be extended by request of Customer; if Customer requests during the 24-hour refusal period the credentials of the carrier selected, the 24-hour refusal period automatically restarts once the credentials are transmitted via e-mail to Customer. Failure to refuse constitutes acceptance of Brokers Service and at that time Broker will have earned the Broker Fees. Normally the Shipping Confirmation will be transmitted to Customer via e-mail, as will credentials of carriers when requested. Facsimile or other methods acceptable to both parties may be used. Customer may speed up the process by affirmatively accepting early via reply e-mail or otherwise replying in the same manner the Shipping Confirmation was transmitted. If pickup is expedited and occurs less than 24 hours after transmittal of the Shipping Confirmation, the 24-hour refusal period expires when Customer releases the vehicle to Carrier.
If Broker schedules a Carrier and Customer refuses these services because Carrier scheduled is unsuitable or Transportation Fees exceed the amount approved by the customer, Broker has not earned fees specified in the Shipping Order. If, however, Customer refuses for no valid reason, Broker will have earned the Broker Fees specified in the Shipping Order.
Cancellation of Broker Services and/or Transportation Services may be informally communicated by telephone but must be confirmed in writing. A reply e-mail to the Shipping Order or the Shipping Confirmation will satisfy this requirement. Fees earned prior to early cancellation will be determined as described in the Shipping Order.
5. Preparing the Vehicle for Transportation Services
Customer agrees to inform Broker prior to transport and pre-approve any/all over-sized (dual or oversize wheels, extra-large, racks, lifted, limo, etc.) and/or inoperable (unable to be driven on its own) vehicle(s). Carrier may charge extra Transportation Fees for this service and may charge penalties if Customer fails to notify of these circumstances in advance.
Customer shall prepare the vehicle for shipment by removing all non-permanent outside mounted luggage and other racks prior to shipment, and securing all loose parts and fragile or protruding accessories. Customer releases any claims for damages unable to detect due to poor weather conditions, poor lighting conditions or vehicle’s dirty condition, and damage caused by Customer’s failure to fulfill these obligations. No vehicle(s) shall contain more than ¼ tank of fuel during transport.
Customer acknowledges that Broker does not authorize personal belongings in the vehicle(s), that such items are not covered by Carrier insurance, and agrees that choosing to leave such items in Customer’s vehicle is completely at personal risk. Customer agrees to remove all personal or household items from vehicle(s) prior to shipment. Neither Broker nor Carrier are responsible for personal items left in vehicle, nor for damage caused to vehicle from excessive or improper loading of personal items. The following items are not allowed to be inside the vehicle(s) during shipment: electronic equipment, valuables, plants, live pets, flammables, ammunition, explosives, firearms, alcohol, drugs or contraband.
Customer acknowledges that Carrier’s transport truck is subject to inspection by the DOT and the Authorities of the law at every state line, as well as at various points within states. Among other things, Carrier can be fined up to $10,000 if found to be carrying household goods, or any and all prohibited substances. Substances may be prohibited by their nature, or may be only prohibited when they are not packaged or labeled/placarded properly. The Vehicle is subject to being impounded for such violations. Customer hereby releases Broker from any and all responsibilities and acknowledges that all fines, fees and expenses will be passed to the owner of the vehicle by Carrier.
Broker reserves the right to refuse the transport of any vehicle(s). If Broker does so, Customer will be fully refunded any fees already paid.
Customer understands that if parts of the vehicle to be transported are loose or leaking, this can damage Carrier’s transport vehicle, other customers’ vehicles, or other property. Customer will ensure all parts of vehicle are secure and not leaking. Losses occurring due to failure in this regard are the responsibility of Customer, and will be indemnified by Customer if Broker or Carrier has to pay them. This will be the case whether the vehicle subject to this Agreement is the vehicle leaking or loose, or is the vehicle damaged by another customer’s vehicle. Claims for damage occurring in this manner will not be claims against Carrier or Broker, but will be presented to the owner of the vehicle causing the damage.
6. Release to Carrier
Customer or his agent, who has been identified in writing to Broker, shall be present at the point of pickup and delivery. If Customer or its authorized agent is not present for any reason, the vehicle(s) will not be loaded by Carrier. But the Broker Fees have been earned and will be collected. Rescheduling by Broker is subject to being assessed a Rescheduling Fee. Carrier may, by terms of its contract and/or Bill of Lading may also assess additional fees.
Carrier may charge additional fees relating to the operable condition of the transported vehicle(s). An inoperable fee may be assessed and added by Carrier to the cost of transport if the vehicle(s) ordered for transport is inoperable but does have keys, rolls and is accessible to Carrier. If the vehicle(s) is deemed inoperable and does not roll (i.e. missing wheels or keys or is inaccessible by Carrier) a higher fee may be assessed as determined by Carrier and shall cover any other charges incurred to accomplish delivery, including, but not limited to wreckers, forklifts, roll-back’s, flatbeds. If vehicle(s) rendered for shipment becomes inoperable during transit, as a result of conditions beyond the control of Carrier, then the inoperable fee may be applied to the order by Carrier.
Customer and Carrier will inspect the vehicle(s) before Customer releases the vehicle to Carrier for transport. Any existing damages will be noted on the appropriate paperwork provided by Carrier. Failure to do so or to submit a claim for damages in a timely manner and proper fashion waives Customer’s right to claim damages.
7. Transportation Services
Customer authorizes Carrier to operate and transport the vehicle(s) in any manner necessary between its pick up location and the destination to fulfill the obligations under this Agreement.
Carrier is responsible for changes condition and/or damage to the transported vehicle while it is in Carrier’s possession. Carrier solely shall be responsible for all obligations to Customer. Customer releases Broker from any and all claims arising out of or related to any actions or inactions of Carrier.
As Broker is not providing Transportation Services, Broker does not insure Transportation Services. Customer will not seek damages from Broker related to Transportation Services, and will indemnify Broker for any such damages Broker may have to pay.
Customer or his agent, who has been identified in writing to Broker, shall be present at the Point of Destination. If Customer or its authorized agent is not present for any reason, the vehicle(s) will be placed in storage, at customer’s expense. Broker and/or Carrier may also assess a Rescheduling Fees for rescheduling delivery.
Customer and Carrier will inspect the vehicle(s) before Customer accepts delivery of the vehicle, and note any damages discovered which related to transport. Failure to do so or to submit a claim for damages in a timely manner and proper fashion waives Customer’s right to claim damages.
Modifications to the Agreement may be communicated informally by telephone, but Broker will not be bound unless modifications are confirmed in writing. E-mail communications between Customer’s email address and Broker’s e-mail address will meet this requirement.
Modifications may be made automatically due to Customer or Customer’s agent not being present at time of pick up or delivery, or the vehicle not being present or properly prepared at pickup.
Modifications that required additional work by Broker may result in additional Broker Fees being due from Client to Broker. When practicable, in the sole determination of Broker, Broker will communicate the option to incur additional fees in the same manner as the Scheduling Order was initially transmitted, and Customer will be afforded in writing an opportunity to accept or decline the additional services and Broker Fees.
10. Early Termination and Breach
The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.
Either party may, by notice as specified in the Contact Information section, terminate this contract early for any or no reason. Whether such termination constitutes Breach resulting in remedies depends on the circumstances.
11. Force Majeure
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
12. Termination due to completion of Terms
Once Broker has Confirmed the Scheduling of Transportation Services, all regular fees for Broker Services specified in the Shipping Order have been earned. However, the Agreement continues in force and effect until the Transportation Services are completed and Customer has accepted delivery of the vehicle from Carrier. During the performance of Transportation Services, additional fees such as Dry Run fees, Oversize and Overweight fees are subject to accruing. When Broker has verified that Customer has accepted delivery of the vehicle, the agreement is completed and terminated. Additional fees are subject to collection and refunds are subject to being made based on events that occur during the performance of the Agreement.
13. Interpretation and Choice of Law
These Terms and Conditions as well as the Shipping Order contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
The interpretation of this Agreement is subject to Federal Department of Transportation statues and regulations. Disputes as to its terms not resolved by such will be determined under the law of the State of Texas. Venue for disputes, whether federal or state, will be in Travis County, Texas. Parties waive objections to jurisdiction or venue, including Inconvenient Forum with respect to any proceeding brought under this Agreement in Travis County, Texas.
The contract or agreement between Customer and Carrier is separate and apart from this Agreement. Any dispute regarding the provision of the Transportation Services by Carrier is subject to the Bill of Lading or other contract documents provided by Carrier, and such terms override the terms of this Agreement regarding such matters. Any dispute regarding the provision of Broker Services by Broker is subject to this Agreement. The terms of the Bill of Lading or other contract documents provided by Carrier, do not override the terms of this Agreement regarding disputes about this Agreement.
If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
14. Contact Information
Any notice that must be provided to Broker by mail must be sent to Ultra Auto Transport™, 1812 Centre Creek Dr., Suite 110, Austin, TX 78754.
Any notice that must be provided by hand delivery must be delivered to 1812 Centre Creek Dr. Suite 110, Austin, TX 78754.
Any notice that may be sent via e-mail may be sent to firstname.lastname@example.org
Informal notifications may be made via telephone to (512) 717-9315 or via facsimile (512) 532-6425.
Contact information for Customer will be communicated during the initial inquiry and formalized in the Shipping Order.
15. Remedies and Indemnification
IN NO EVENT SHALL BROKER, ITS SUBCONTRACTORS, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY DAMAGES EXCEPT FOR DAMAGES TO VEHICLES ACTUALLY TRANSPORTED AND ONLY TO THE EXTENT SUCH DAMAGES WERE CAUSED BY BROKER’S GROSS NEGLIGENCE OR INTENTIONAL CONDUCT. Customer specifically agrees and hereby waives any other claims against Broker or Carrier including, but not limited to minor damages such as scratches, scrapes and chips that result from normal road conditions and wear and tear; damages caused by leaking fluids, battery acid and/or cooling system antifreeze solution; industrial fallout; mechanical malfunctions; exhaust assembly; frame; alignment; tire damage; suspension; glass damage; overloaded vehicles; defective or insufficient brakes, parking brake or parking gear; damage to loose, torn or visibly worn convertible tops; damage to vehicle boots, caps, masks, bras or any other type of covering; damage caused as a result of the inoperable condition of the vehicle; damage caused by tie-downs that break or tear due to vehicle’s age or condition; damage that is undetectable due to the vehicle’s dirty condition at the time of pickup; or damage caused as a result of acts of God or other Force Majeure events. Broker shall not be liable for missing navigation disk, additional keys, floor mats or other removable equipment. ADDITIONALLY, BROKER WILL NOT PROVIDE REIMBURSEMENT FOR AUTO RENTAL FEES RESULTING FROM DELAY, DAMAGE, OR ACCIDENT. FUTHERMORE, BROKER WILL NOT BE RESPONSIBLE FOR DEPRECIATED VALUE RESULTING FROM DAMAGES OR DELAYS.
Customer shall defend, indemnify and hold Broker or Carrier harmless from any cost, expense, damage, loss and claim, including any third party property or personal injury claim, arising out of or related to Customer’s breach of any warranty or obligation hereunder.
Customer agrees that no car rentals fees will be assessed against Broker or Carrier from a delay in the delivery, pickup and/or damage of vehicle(s) and Broker shall not be liable for car rentals at any time whatsoever.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.