Shipping Agreement

This Broker-Shipper Transportation Contract (the “Contract”)
is
by and between Motorcycle Shippers, Inc (“BROKER”), a
California
corporation with principal offices in California, (800)
730-3151
and SHIPPER. “SHIPPER” means the person and/or entity
tendering
the cargo, paying the charges, shipper, consignee,
purchaser,
seller, and anyone with a financial interest in the cargoes
shipped. A copy of this Contract can be found at
motorcycleshippers.com.

1. SCOPE OF SERVICE: BROKER is a duly licensed broker by the
Federal Motor Carrier Safety Administration (“FMCSA”) under
Docket Number MC 352946, and as a licensed broker, arranges
for
the motor transportation of cargoes. A copy of BROKER’s
authority is incorporated by reference and herein is
available
online at motorcycleshippers.com. SHIPPER, to satisfy some
of
its transportation needs, desires to utilize the services of
BROKER to arrange for the motor transportation of SHIPPER’s
cargoes. BROKER agrees to arrange the motor transportation
of
SHIPPER’s cargo under the terms and conditions of this
Contract
and in compliance with all federal, state, and local laws
and
regulations governing the brokerage of cargoes covered by
this
Contract. SHIPPER understands and agrees that BROKER is not
a
motor carrier. BROKER’s responsibility under this Contract
shall
be limited to arranging for, but not actually performing,
the
motor transportation of SHIPPER’s cargoes.

2. RECEIPTS AND BILLS OF LADING: Upon request by SHIPPER,
BROKER
agrees to provide to SHIPPER proof of acceptance and
delivery of
such loads in the form of a signed bill of lading or proof
of
delivery, as SHIPPER may specify. SHIPPER understands and
agrees
that its insertion of BROKER’s name on any bill of lading
shall
be for SHIPPER’s convenience only and shall not change
BROKER’s
status as anything other than a broker that arranges motor
transportation. The terms and conditions of any freight
documentation that either BROKER or an underlying motor
carrier
may use shall not supplement, alter, or modify the terms of
this
Contract.

3. PAYMENTS: BROKER shall invoice SHIPPER for services under
this Contract in accordance with the rates, charges,
provisions,
additional fees and charges, including, without limitation,
attempt charges and wait time, as set forth online at
www.motorcycleshippers.com as well as any written
supplements or
revisions to which the parties agree in writing. SHIPPER
agrees
to pay BROKER’s invoice upon receipt without deduction or
setoff.

4. LIMITATION OF LIABILITY; OPPORTUNITY TO AVOID LIMITATION:
In
no event shall the BROKER or its servants and/or agents be
or
become liable for any loss of or damage to or in connection
with
the motor transportation of the cargo in an amount exceeding
the
lesser of $.50 per pound or $50. SHIPPER understands and
agrees
that it has had a fair opportunity to arrange for increased
valuation coverage on the shipping instruction form. This
form
is incorporated by reference and is available online at
motorcycleshippers.com.

5. VALUATION COVERAGE & FREIGHT CLAIMS:
A. Valuation Coverage is provided as shown::
i. For shipments with contract numbers beginning with “JC”
coverage has been provided by CRST/STI. The SHIPPER must
file
timely notices of claim and agrees to follow the
instructions
provided for filing a claim at first notice of claim. Once a
claim adjuster has been assigned, they will contact the
SHIPPER
directly in order to expedite the claim.
ii. Coverage for all other shipments is provided by the
carrier
as shown on the bill of lading as provided upon delivery.
iii. For damage claims, following their review and
adjustment,
the valuation coverage provider may have the right, under
its
terms and conditions,to repair or replace any damaged cargo
with
goods of like kind and quality..
iv. A complete copy of the terms and conditions governing
valuation coverage is incorporated herein by reference and
available upon request. In the event that the SHIPPER has a
claim for cargo loss, shortage, or damage arising out of the
motor transportation of cargo that the BROKER arranged under
this Contract, the SHIPPER shall file a written notice of
claim
with the BROKER’s claims agent as set forth above.
B. All claims shall be filed in writing within one hundred
eighty (180) days from the date of any loss, shortage, or
damage, which for purposes of this Contract, shall be the
delivery date or, in the event of non-delivery, the
scheduled
delivery date. The BROKER agrees to forward any claims that
the
SHIPPER makes onto the responsible motor carrier.
C. The SHIPPER understands and agrees that the BROKER is not
a
motor carrier. Accordingly, the SHIPPER understands and
agrees
that the BROKER shall not be liable for loss, damage, or
delay
in the motor transportation of the SHIPPER’s cargo.

6. HAZARDOUS MATERIALS: SHIPPER shall comply with all
applicable
laws and regulations on the transportation of hazardous
materials as defined in 49 C.F.R. section 172.800 and
section
173 et seq. to the extent that any shipments under this
Contract
contain or constitute hazardous materials. SHIPPER is
obligated
to inform BROKER immediately if any such shipments do
contain or
constitute hazardous materials. SHIPPER shall defend,
indemnify,
and hold BROKER harmless from any penalties or liability of
any
kind, including, without limitation, attorneys’ fees,
arising
out of or in any way related to SHIPPER’s failure to comply
with
applicable hazardous materials laws and regulations.

7. DEFAULT: Both parties will discuss any perceived
deficiency
in performance and will promptly endeavor to resolve all
disputes in good faith. SHIPPER shall be responsible to pay
BROKER for any services performed prior to the termination
of
this Contract and for shipments not yet completed and/or not
yet
invoiced to SHIPPER.

8. INDEMNIFICATION: SHIPPER shall defend, indemnify, and
hold
the BROKER harmless against any claims, actions, or damages,
including, but not limited to, cargo loss, damage, or delay,
and
payment of rates and/or accessorial charges to carriers,
arising
out of or in any way related to their respective
performances
under this Contract.

9. INDEPENDENT CONTRACTOR: The parties agree that BROKER is
not
an agent for SHIPPER or any underlying motor carrier. The
parties agree that BROKER is and at all times shall remain
an
independent contractor. The parties agree that SHIPPER does
not
exercise or retain any control or supervision over BROKER,
its
operations, employees, or the motor carriers with which
BROKER
arranges the transportation of SHIPPER’s cargoes.

10. FORCE MAJEURE: Neither party will incur any liability to
the
other if its performance of any obligation under this
Contract
is delayed or prevented by any of the following events: a
change
in any law, rule, regulation, or ordinance; any new law,
rule,
regulation, or ordinance; the requirements of any government
or
governmental entity or authority; war, riot, civil disorder,
or
other hostilities; hurricanes, typhoons, or other severe
weather
conditions; fire; earthquakes, floods, and other natural
disasters; epidemics and quarantines; damage to or
destruction
of a party’s facilities or those of any of its vendors,
sub-contractors, or suppliers; interruption of electricity
or of
the supply of oil or gas; any other event or circumstance
beyond
the control of the party affected; provided, however, that
neither party will be excused, for any reason whatsoever,
from
any obligation to make any payment in accordance with the
terms
of this Contract.

11. LIEN:
A. The BROKER shall have a general and continuing lien on
any
and all property of the SHIPPER coming into the BROKER’s
actual
or constructive possession or control for monies owed to the
BROKER with regard to the shipment on which the lien is
claimed,
a prior shipment(s), and/or both, including without
limitation,
freight, dead freight demurrage, detention, any charges, and
for
any expenses the BROKER incurs for repacking, remarking,
fumigation, or required disposal of faulty cargoes, for
fines,
dues, tolls, or commissions the BROKER has paid or advanced
on
behalf of the cargoes, for any sums, including, without
limitation, for legal expenses the BROKER has incurred
because
of any attachment or other legal proceedings brought against
the
cargoes by governmental authorities or any person claiming
an
interest in the cargoes. The BROKER’s lien shall survive
discharge or delivery of the cargoes.
B. The BROKER shall provide written notice to the SHIPPER of
the
BROKER’s intent to exercise its lien rights, which notice
shall
set forth the exact amount of monies due and owing. The
SHIPPER
shall notify all parties having an interest in the
shipment(s)
of the BROKER’s rights and/or the exercise of such lien
rights.
C. Unless, within thirty days of receiving notice of lien,
the
SHIPPER posts cash or letter of credit at sight, or if the
amount due is in dispute, an acceptable bond equal to 110
per
cent of the value of the total amount due, in favor of
BROKER,
guaranteeing payment of all monies due and owing, plus all
ongoing and accruing charges, such as storage, the BROKER
shall
have the right to sell such shipment(s) at public or private
sale or auction and the BROKER shall refund to the SHIPPER
any
net proceeds remaining after such sale.

12. TIME FOR SUIT, CHOICE OF LAW AND VENUE:
A. Any and all claims must be filed against the BROKER
within
nine months after the delivery of the cargo. The failure to
file
a claim within the aforementioned nine-month period shall
result
in the claim’s being time-barred and the BROKER’s discharge
from
any and all liability, whether in contract, tort, or
otherwise.
The BROKER shall not pay any time-barred claims. A timely
notice
of claim is a condition precedent to the right to institute
a
timely lawsuit against the BROKER, as set forth below in
sub-paragraph (B).
B. Any lawsuits for claims shall be filed in court against
the
BROKER no later than two years and one day from the date of
delivery. Assuming a timely notice of claim, the failure to
file
a timely lawsuit within the aforementioned
two-year-and-one-day
period shall result in the claim’s being time-barred and the
BROKER’s discharge from any and all liability, whether in
contract, tort, or otherwise. The BROKER shall not pay any
time-barred claims.
C. This Contract and the parties’ relationship shall be
construed according to the laws of the State of California,
without giving consideration to principles of conflict of
law.
The parties agree that all claims or disputes hereunder or
questions arising out of or in any way relating to the
Contract
shall be determined only in the federal or state courts
located
in Orange County, California, to the exclusion of all other
courts, and the parties further agree to submit to the
personal
jurisdiction of the aforementioned courts.

13. ENTIRE CONTRACT: This Contract is the entire agreement
of
the parties relating to its subject matter. This Contract
supersedes any and all contemporaneous and prior oral and
written understandings and agreements arising out of or in
any
way related to BROKER’s arranging of the transportation of
cargoes on behalf of SHIPPER. The parties to this Contract
may
only modify, alter, and/or amend its terms and conditions in
writing signed by both. A unilateral attempt to modify,
alter,
or amend this Contract shall be null and void.

14. SEVERABILITY: If any provision of this Contract shall
for
any reason be held to be invalid or unenforceable, then the
remainder of this Contract shall be unaffected thereby, and
remain in full force and effect.

Additional Notes:
Shipper shall note any damage on the inventory sheet when
receiving the shipment. Loose or removable items are
excluded
from valuation coverage. Accessorial charges, including but
not
limited to, pick-up or delivery attempts, dock storage,
waiting
time and change of contract are subject to additional
charge.
Customs duties, custom brokerage fees and taxes are the sole
responsibility of the importer of record and not included in
our
charges. JC Motors does not warrant the accuracy of year,
make
or model numbers. Service dates and transit times are
approximations only, subject to change and are not
guaranteed.
Shipper agrees that by paying this invoice that all services
provided are subject to Motorcycle Shippers, Inc
Broker-Shipper
Contract.

In the unlikely event of failure to perform the VIP Express
Service as shown the specified amount will be refunded.
Services
cannot be cancelled once requested, change of address will
nullify the commitment. Attempted delivery by the carrier
will
satisfy the commitment. Applies to to the committed day
only,
and not a specific time or window of time within a day.
Delivery
failure must have been within the carriers control and not
an
Act of God or the public enemy, fire, flood, closing of
public
highways or any other event beyond the carrier’s control.