Rate Confirmation Terms & Conditions

1. Incorporation of the Broker–Carrier Agreement

This Shipment is governed by these Terms and by the Throughline Systems Broker–Carrier Transportation Agreement (the "Agreement"), which is incorporated by reference and available at /legal/carrier-agreement. The Agreement controls on any conflict, except that the rate confirmation controls the Shipment-specific commercial terms (rate, lane, dates, equipment). Pre-printed terms on Carrier's invoice, bill of lading, or other documents that conflict with these Terms or the Agreement are void.

2. Compliance with law; order of precedence; severability

These Terms are intended to operate in accordance with — and not to interfere with, waive, or displace — applicable federal, state, and local law, including the Carmack Amendment (49 U.S.C. § 14706), the claims regulations at 49 C.F.R. Part 370, the broker regulations at 49 C.F.R. Part 371, FMCSA safety and hours-of-service regulations, and any non-waivable law of the place of performance.

• IF any provision of these Terms conflicts with a law or regulation that cannot be waived by contract, THEN that law or regulation controls for the affected Shipment and the provision is enforced to the maximum extent the law permits.
• IF a provision is held invalid or unenforceable in any jurisdiction, THEN it is severed or reformed to the minimum extent necessary there, and every other provision — and the same provision everywhere else — remains in full force.
• Nothing in these Terms requires Carrier or any driver to violate hours-of-service, safety, weight, or permit laws; a refusal to break the law is never itself a service failure.
• Order of precedence for a Shipment: (1) non-waivable law; (2) the rate confirmation’s shipment-specific commercial terms; (3) these Terms; (4) the Agreement.

3. Carrier of record; Broker is a broker only

Throughline Systems is a licensed property broker only; it arranges, but does not perform, transportation and never takes possession, custody, or control of the freight. Carrier is an independent contractor and the motor carrier of record for the Shipment, transporting on its own authority, equipment, and insurance. Carrier represents that its operating authority is active and not subject to an out-of-service order.

4. Rate, accessorials, and approvals — if/then schedule

The rate stated on the rate confirmation is the full and complete compensation for the Shipment. No accessorial or added charge is payable unless approved by Broker in advance and supported by documentation. Subject to Section 2, the following if/then schedule governs the recurring accessorial situations:

• DETENTION — IF Carrier is detained beyond the free time stated on the rate confirmation (2 hours per stop if none is stated), THEN detention is billable only if Carrier notified Broker dispatch BEFORE free time expired and provides facility-signed (or verifiably timestamped) arrival and departure times.
• LAYOVER — IF the facility orders Carrier to return the next day through no fault of Carrier, THEN a layover is payable only with Broker’s written approval issued at the time of the event.
• TONU (truck ordered, not used) — IF Broker cancels after dispatch and before loading, THEN Carrier’s sole remedy is the TONU amount approved by Broker in writing; IF Carrier accepts the tender and fails to show, THEN Carrier owes Broker the reasonable cost of covering the load, which Broker may offset.
• LUMPER / UNLOADING — IF a lumper or unloading fee is charged, THEN it is reimbursed only against an itemized receipt naming the facility; unreceipted amounts are not payable.
• DRIVER ASSIST / LOAD-UNLOAD LABOR — payable only when stated on the rate confirmation or approved in writing before the work is performed.
• PALLET EXCHANGE — IF the rate confirmation does not state a pallet-exchange obligation, THEN none exists; pallet charges require a facility document showing the count.
• REWEIGH / RECLASSIFICATION — IF actual weight or commodity materially differs from the rate confirmation, THEN either party may request a certified scale reweigh; the rate adjusts only by written amendment.
• EXTRA STOPS, RECONSIGNMENT, REDELIVERY, DIVERSION — performed only on Broker’s prior written authorization, at the amount authorized; unauthorized route or consignee changes are a breach.
• STORAGE — IF freight must be stored because a consignee refuses or cannot receive it, THEN Carrier must obtain Broker’s written instruction before storing; approved storage is reimbursed at documented cost.
• OVERWEIGHT / CITATIONS — IF Carrier accepts a load it knows or should know is overweight for its equipment or permits, THEN citations are Carrier’s responsibility; IF a facility loads beyond legal limits and Carrier could not reasonably detect it before departure, THEN Carrier must notify Broker before proceeding and the reweigh/re-work cost is handled per Broker’s written instruction.
• ESCORTS, PERMITS, TOLLS — included in the rate unless the rate confirmation states otherwise.
• TRAILER WASHOUT — reimbursed only with a receipt and only when the commodity or the rate confirmation requires it.

Charges submitted without the required advance approval and support may be declined. Approval requests go to Broker dispatch (the contact on the rate confirmation) and are effective only in writing (email or portal).

5. Service failures and operational events — if/then schedule

• DELAY — IF Carrier will miss a pickup or delivery window for any reason, THEN Carrier must notify Broker dispatch immediately upon learning of the delay (and in every case before the window closes). Undisclosed delay is a service failure; disclosed delay is handled per Broker’s instruction.
• NO-SHOW — IF Carrier fails to arrive for a scheduled pickup without prior notice, THEN Broker may cover the load with another carrier and offset the documented cost difference against amounts owed to Carrier.
• BREAKDOWN / ACCIDENT — IF the truck breaks down or is involved in an accident while under load, THEN Carrier must notify Broker dispatch within one hour, secure the freight, and cooperate with recovery; Broker may arrange repower or transload at Carrier’s documented cost if Carrier cannot resume within a commercially reasonable time.
• MISSED APPOINTMENT RESCHEDULE — IF a missed appointment caused by Carrier requires a rescheduling fee from the facility, THEN that fee may be offset against Carrier’s rate.
• REFUSED OR REJECTED FREIGHT / OS&D — IF the consignee refuses all or part of the freight (overage, shortage, damage), THEN Carrier must (a) note the exception on the POD, (b) photograph the freight before leaving the dock, (c) call Broker dispatch from the consignee’s location BEFORE departing, and (d) follow Broker’s written disposition instruction. Departing without notice waives Carrier’s right to dispute the resulting claim handling.
• SEAL INTEGRITY — IF a seal is required and arrives broken, missing, or with a number that does not match the BOL, THEN the consignee and Broker must be notified before unloading begins; an unexplained seal discrepancy creates a rebuttable presumption of Carrier responsibility for any resulting shortage or contamination claim, to the extent permitted by law.
• TEMPERATURE-CONTROLLED FREIGHT — IF the rate confirmation states a temperature, THEN Carrier must run the reefer at that setting (continuous unless stated otherwise), pre-cool before loading, and produce a temperature download on request; IF the reefer fails, THEN Carrier must notify Broker immediately and mitigate (repair, repower, or transload).
• CONTAMINATION / INFESTATION — IF freight is damaged by odor, chemical residue, water, or pests attributable to the trailer, THEN the resulting claim is Carrier’s responsibility under Section 7.
• LATE POD — IF a clean, legible POD is not returned within 48 hours of delivery, THEN payment terms toll until it is received.
• TRACKING NON-COMPLIANCE — IF required location tracking (Section 10) is disabled, refused after dispatch, or goes dark while under load and Carrier does not restore it or provide check-calls after notice, THEN the event is a service failure and Broker may treat continued non-communication as a distress event and act to protect the freight.

6. Cargo claims procedure

Claims are governed by the Carmack Amendment and 49 C.F.R. Part 370, and nothing in this section shortens a period the law fixes. Consistent with those rules:

• Claimant may file a written claim within nine (9) months of delivery (or, for non-delivery, within nine months after a reasonable time for delivery has elapsed).
• Carrier must acknowledge a claim within thirty (30) days of receipt and pay, decline, or make a firm compromise offer within one hundred twenty (120) days — with status updates each sixty (60) days thereafter if unresolved (49 C.F.R. § 370.9).
• Concealed damage discovered after delivery must be reported as soon as discovered; late discovery affects the weight of the evidence, not the right to file within the lawful period.
• Both parties will mitigate: salvageable freight is preserved and disposed of only with the claimant’s consent, and salvage proceeds reduce the claim.
• Broker may offset a liquidated or Carrier-acknowledged cargo claim against amounts it owes Carrier only after written notice with supporting documentation and a reasonable opportunity to respond.

7. Cargo liability — Carmack Amendment

Carrier is liable from the time it takes possession until delivery to the consignee and acceptance of a clean delivery receipt, and waives any limitation, released-value, or tariff provision not expressly agreed in writing for this Shipment. Throughline Systems is not the insurer of the freight and is not liable to Carrier for any cargo claim.

8. Equipment condition

Carrier will provide equipment that is clean, dry, odor-free, leak-free, structurally sound, and suitable for the commodity (food-grade where the commodity requires it), with securement devices adequate for the load. IF equipment is rejected at the shipper for condition, THEN the rejection and any resulting re-dispatch cost is Carrier’s responsibility, and the event is not a Broker TONU.

9. Insurance

Carrier will maintain, and keep in force for the Shipment, the insurance required by the Agreement — at minimum auto liability, general liability, and cargo coverage meeting the limits stated in the Agreement — with Throughline Systems named as additional insured on the liability policies and as a certificate holder. Coverage is primary and non-contributory, and the cargo policy must not exclude the commodity, the lane, or the type of loss at issue.

10. Location tracking, communication, and check calls

Continuous location tracking is a condition of dispatch and of payment for this Shipment. Before dispatch, the driver identified for the Shipment must accept Throughline Systems's tracking request (app link or ELD integration) and keep it active from dispatch until delivery is complete, at which point tracking ends automatically. Location data is collected with the driver's consent, used to manage this Shipment, and handled in accordance with applicable privacy law.

• IF the driver declines tracking or tracking is not active, THEN the Shipment will not be dispatched.
• IF tracking goes dark while under load, THEN Carrier must restore it or respond to dispatch check-calls promptly; sustained non-communication is handled under Section 5.
• IF the assigned driver changes, THEN Carrier must notify Broker and the new driver must accept tracking before continuing the Shipment.
• Tracking stops at delivery; neither Broker nor its systems track the driver after the Shipment is complete.

11. No double-brokering or re-brokering

If the Shipment is tendered to or moved by anyone other than the Carrier identified on the rate confirmation, Broker may withhold payment, recover any amounts already paid, and pursue the parties responsible. Carrier will not solicit Broker’s customer for freight on the lanes Broker tenders for the period stated in the Agreement.

12. Indemnification

Carrier will defend, indemnify, and hold Throughline Systems and its customer harmless from any claim, loss, liability, fine, or expense (including attorneys’ fees) arising out of or relating to the Shipment or Carrier’s performance, including cargo loss or damage, bodily injury or death, property damage, environmental release, regulatory violation, and — to the fullest extent permitted by law — any claim that Throughline Systems negligently selected, retained, or supervised Carrier. This obligation is not limited by any insurance Carrier carries and survives completion of the Shipment.

13. Performance and proof of delivery

Carrier will pick up and deliver on the dates and within the windows on the rate confirmation, protect the freight from loss and contamination, and obtain a clean, signed proof of delivery. Carrier will notify Broker’s dispatch immediately of any delay, exception, accident, loss, damage, or seizure, and will return a clean, legible POD within 48 hours of delivery (a condition of payment).

14. Payment; invoice disputes; factoring; advances

Throughline Systems will pay the agreed rate on the payment terms stated on the rate confirmation following receipt of a correct invoice, a clean signed POD, and any required documents. Throughline Systems's obligation to pay runs only to the Carrier identified on the rate confirmation.

• INVOICE DISCREPANCY — IF an invoice does not match the rate confirmation plus approved accessorials, THEN Broker will pay the undisputed portion on terms and identify the disputed portion in writing; the parties will resolve the difference promptly with documentation.
• OFFSET — Broker may offset or withhold against cargo claims, overpayments, advances, cover costs under Section 5, or amounts arising from Carrier’s breach — in each case after written notice with supporting documentation.
• FACTORING / NOA — IF Carrier factors its receivable and serves a notice of assignment, THEN Broker pays the factor of record; Carrier warrants it will not present the same invoice to more than one payee, and double presentation is fraud.
• ADVANCES — Fuel or lumper advances (if any) and their fees are deducted from settlement.
• QUICKPAY — Quickpay, when offered, applies the discount stated on the rate confirmation and does not alter any other term.

15. Compliance and anti-fraud

Carrier will comply with all applicable laws and regulations (including FMCSA safety, hours-of-service, hazardous-materials, and food-safety rules as applicable to the Shipment) and will provide accurate identity, authority, insurance, and banking information. Providing false or misleading information, or impersonating another carrier, is a material breach and may constitute fraud.

16. Disclaimers; limitation; arbitration; governing law

Except for Carrier’s cargo, indemnity, and insurance obligations, neither party is liable to the other for consequential, incidental, special, or punitive damages. Any dispute arising out of or relating to the Shipment, these Terms, or the Agreement that the parties cannot resolve under the procedures above will be resolved by binding individual arbitration as set out in the Agreement; CARRIER AND BROKER WAIVE CLASS ACTIONS AND JURY TRIALS. These Terms and the Agreement are governed by the law and venue stated in the Agreement, subject always to Section 2.