These terms govern the specific shipment on the rate confirmation they accompany. In plain terms: the stated rate is full payment; accessorials need advance approval; you are the carrier of record and fully liable for the cargo under Carmack; you carry the required insurance with Throughline as additional insured; you will not double-broker; you indemnify Throughline (including for negligent-selection claims); and you must track, deliver, and return a clean POD. They incorporate the Broker–Carrier Agreement, which controls on any conflict except shipment-specific commercial terms.
These Rate Confirmation Terms & Conditions ("Terms") apply to the shipment identified on the rate confirmation they accompany (the "Shipment"), tendered by Throughline Systems LLC, a licensed property broker (FMCSA No. MC-1819296; USDOT No. 4573052) ("Broker" or "Throughline Systems"), to the motor carrier identified on the rate confirmation ("Carrier").
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. 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.
3. Rate, accessorials, and approvals
The rate stated on the rate confirmation is the full and complete compensation for the Shipment. No accessorial, detention, layover, lumper, TONU, or other added charge is payable unless approved by Broker in advance and supported by documentation (signed in/out times, receipts, or photos). Charges submitted without prior approval and support may be declined.
- Detention: billable only after the free time stated on the rate confirmation, supported by signed arrival/departure times.
- Lumper / unloading: reimbursed only with an itemized receipt.
- Any reconsignment, redelivery, or route change must be authorized by Broker in writing before it is performed.
4. 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. Throughline Systems may offset the amount of any cargo claim against amounts it owes Carrier after reasonable notice.
5. 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.
6. 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.
7. 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.
8. Performance, tracking, and proof of delivery
Carrier will pick up and deliver on the dates and within the windows on the rate confirmation, maintain communication and location tracking as required, 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).
9. Payment
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. Throughline Systems may offset or withhold against cargo claims, overpayments, advances, or amounts arising from Carrier’s breach.
10. 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.
11. 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 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.