Last Modified: 8/27/25

Terms and Conditions for Motor Carrier Services

These Terms and Conditions for Motor Carrier Services (“Terms”) are the only terms that govern the Services, defined below, provided by URS Midwest, Inc. a Delaware Corporation (“CARRIER”) to any other party requesting Services by CARRIER including, but not limited to, any shipper, consignor, consignee, broker, forwarder, or any other entity claiming an interest in goods for which Services are rendered or otherwise engaging CARRIER to provide Services (each a “SHIPPER”). SHIPPER and CARRIER may be referred to herein individually as a “Party” and collectively as the “Parties”.

CARRIER is duly authorized and licensed by the U.S. Federal Motor Carrier Safety Administration (“FMCSA”) in docket No. MC-343084 as a motor carrier and property broker and desires to furnish or arrange transportation services which shall mean and include loading, transportation, delivery and unloading of motor vehicles (“Vehicles”), which term shall include new and used automobiles, heavy and over-sized motorized vehicles, equipment and any other freight tendered to it by SHIPPER (the “Services”).

SHIPPER desires to utilize the Services of CARRIER in the transportation of the Vehicles and any other freight tendered to it.

By requesting or receiving Services from CARRIER, SHIPPER accepts these Terms, and in doing so the representative purporting to engage CARRIER on behalf of SHIPPER represents and warrants to CARRIER that he or she has the legal right, authority, and capacity to enter into these Terms on behalf of SHIPPER and to bind SHIPPER to the terms and conditions set forth herein. These Terms prevail over any terms and conditions of any invoice, billing statement, confirmation, receipt, bill of lading, contract, or any other document relating to any Services provided by CARRIER, regardless of whether or when SHIPPER has submitted its request for proposal, order, or such terms. Provision of Services to SHIPPER does not constitute acceptance of any of SHIPPER’S terms and conditions and does not serve to modify or amend these Terms. CARRIER’S provision of Services to SHIPPER is conditioned on SHIPPER’s acceptance without modification of these Terms, and SHIPPER’s engagement of CARRIER to provide Services constitutes SHIPPER’s agreement to all these Terms. CARRIER reserves the right to change these Terms at any time for any reason or no reason, with or without notice. The version of these Terms in effect as of the date that SHIPPER requests Services for a specific shipment shall be the version applicable to such shipment.

1. SERVICE.

1.1. Time and Location. CARRIER will transport freight accepted under these Terms with reasonable dispatch and deliver the freight to consignees at locations as directed by SHIPPER.

1.2. CARRIER Equipment and Licensing. Unless otherwise provided or directed by SHIPPER, CARRIER is responsible for providing all equipment in connection with the transportation of SHIPPER’s freight. CARRIER is responsible for obtaining all necessary licenses and permits required for performance of the Services under these Terms and shall rely upon SHIPPER to notify it of any special requirements.

1.3. Independent Contractor. CARRIER’s relationship to SHIPPER shall at all times be that of an independent contractor. Nothing in these Terms shall constitute the relationship of employer-employee, agent, joint venture, partnership or any similar relationship. Except when directed by SHIPPER, CARRIER shall have the responsibility for payment of costs, including but not limited to, applicable taxes and contributions including unemployment insurance, social security, retirement benefits, and similar expenditures only with respect to its employees.

1.4. Bills of Lading. Each shipment may be tendered on a shipper-issued Bill of Lading. Notwithstanding the foregoing, when a provision in a Bill of Lading conflicts with these Terms, these Terms shall control. CARRIER’s possession of SHIPPER’s cargo shall begin when it has acquired physical possession of such cargo and shall terminate upon tender of the cargo to SHIPPER’s consignee.

1.5. Load Securement. Except for SHIPPER Load & Count or as otherwise directed by SHIPPER, CARRIER shall be responsible for securing the load.

2. FREIGHT CHARGES.

2.1. Compensation and Rate Adjustments. For transport and delivery of freight, and for the services incidental thereto, SHIPPER shall pay CARRIER compensation in accordance with the agreed upon rate schedule, accessorial and miscellaneous charges, if any, and fuel surcharges and rebates, if any, or in accordance with a rate agreement for each shipment. Mileage as depicted in the most current version of PC Miler shall constitute the basis for the imposition of freight charges.

2.2. Invoicing. CARRIER shall provide SHIPPER with a separate invoice for each shipment. Invoices shall be paid by SHIPPER on terms of net 30 days from the date of the invoice. CARRIER shall apply SHIPPER’s payment to the amount due for any unpaid invoice.

2.3. Collection of Freight Charges. If a Bill of Lading designates the movement as “freight collect” or provides for billing to a third party, CARRIER may accommodate SHIPPER; however, SHIPPER agrees to guarantee such payment and stand as primary debtor to CARRIER. If a third party to whom an invoice has been issued does not pay such invoice within thirty (30) days of billing; then SHIPPER shall promptly pay the invoice upon notice from CARRIER, and upon receiving such payment CARRIER shall (i) assign to SHIPPER any rights CARRIER may have to collect freight charges from the third party; and (ii) cooperate with SHIPPER in any collection proceeding instituted by SHIPPER, with the understanding that CARRIER will be reimbursed its reasonable expenses of so doing.

2.4. Overcharges/Undercharges. If SHIPPER does not pay the invoiced amounts, CARRIER must commence proceedings to recover such invoiced amounts within 180 days of delivery or tender of delivery of the shipments involved. If CARRIER alleges undercharges, or SHIPPER alleges overcharges, duplicate payment, or over collection, notice of such claims or unidentified payments must be given within ninety (90) days of date of the invoice. Upon receipt of a claim by a Party, the receiving Party will acknowledge in writing the receipt of the written claim(s) within thirty (30) days of receipt of the claim(s) and will pay, decline to pay, or settle each said claim within sixty (60) days after its receipt. Any proceedings regarding disputed claims must be commenced within 180 days of delivery or tender of delivery of the shipments involved, whichever is sooner. The processing, investigation, and disposition of overcharge, unidentified payment, duplicate payment, or over collection claims shall be governed by Federal Regulations codified at 49 C.F.R. Part 378 to the extent such regulations do not conflict with this section.

3. LOSS OR DAMAGE TO CARGO

3.1. Cargo Loss and Damage. During the time SHIPPER's property is under the control of CARRIER, its agents and subcontractors, CARRIER shall be responsible for the safe handling and keeping of said property and shall reimburse SHIPPER for any cargo loss or damage incurred by SHIPPER in excess of $100 per incident with maximum limits as noted below in Section 4, or on individual rate pages, unless such loss or damage is attributable to SHIPPER's negligent acts or omissions. For purposes of clarification, the maximum liability of CARRIER, its agents and subcontractors to SHIPPER for cargo loss or damage per trailer load will be as set forth in Section 4.

3.2. Inspection.

3.2.1. Origin. The CARRIER shall complete an origin inspection and if required in advance by written notice from the SHIPPER, the CARRIER shall have any such damage verified.

3.2.2. Delivery. At time of delivery, the SHIPPER’S authorized agent at destination shall have the opportunity to conduct an inspection which shall be signed by both the SHIPPER’s authorized agent and the CARRIER. If there is a dispute regarding the characterization of the damage, both parties may make notations in writing. The time allotted for the joint inspection shall be no less than 15 minutes per Vehicle, up to a maximum of one (1) hour per load.

If the CARRIER delivers after designated delivery hours, the Vehicle(s) will be “Subject To Inspection” (STI); and the SHIPPER’s Authorized Agent will have a reasonable time, not to exceed 24 hours or 1 business day, to complete the inspection and send a Letter of Notification (LON) to CARRIER. The LON must be in the form of a fax or e-mail that contains the following information:

(a) Last eight (8) of the VIN;

(b) Damage location (IE panel);

(d) Extent or size of the damage; and

(e) Photo of damage.

FAILURE TO COMPLY WITH THE ABOVE NOTIFICATION REQUIREMENT SHALL RESULT IN DENIAL OF LIABILITY FOR ANY OR ALL POTENTIAL TRANSPORT DAMAGE TO VEHICLE(S).

3.3. Liability Limitation.

3.3.1. Pertains to all Vehicles. CARRIER shall not be held liable for losses directly and/or indirectly caused by leaking fluids, battery acid and/or cooling system antifreeze solution; damages and/or losses directly and/or indirectly related to mechanical malfunctions, electrical system malfunction, within or pertaining to any Vehicle. CARRIER shall not be held liable to SHIPPER or other persons, if any, having rights in the Vehicle(s) where such loss, damage or destruction is related to acts of God (including but not limited to damage from hail), the act or omission of SHIPPER or any of its subcontractors, employees or agents, war or terrorism, the act or default of a public authority, and/or the inherent vice, characteristics or nature of the vehicles. CARRIER shall not be liable for reimbursement for any consequential or incidental damage that may arise from the provision of any of the Services by CARRIER, its subcontractors, employees or agents.

3.3.2. Pertains to remarketed Vehicles.

(a) Vehicle Preparation for Transport. The SHIPPER of the Vehicle shall prepare the Vehicle for transportation by removing and/or properly securing all batteries, loose parts, fragile or protruding accessories, luggage rack assemblies, cross members not factory installed, aftermarket hood scoops, shields or bra covers, low hanging spoilers, antennas, and any other similar non-factory options and installations. The SHIPPER shall disarm any alarm systems and provide CARRIER any tools and/or keys necessary to disarm the alarm system if necessary.

(b) No CARRIER Liability. CARRIER shall not be liable for any damages and/or losses associated with SHIPPER’s failure to prepare the abovementioned Vehicle in accordance with Section 3.3.2(a) above. Likewise, SHIPPER expressly warrants, represents and agrees to waive any other claims against CARRIER its agents, servants, and/or employees for minor damages and/or losses such as scratches, chips, and/or dents directly and/or indirectly associated with normal road conditions, wear and/or tear; damages and/or frame alignment, tire damage, suspension damage, convertible top damage and/or glass damage to the Vehicle, including without limitation severity 1 & 2 non-impact damages to the Vehicle’s panels and severity 1 chips and/or scratches to all glass.

3.4. Claims.

3.4.1. Claim Filing. The time limit for filing a claim against CARRIER for cargo loss or damage shall be nine (9) months from the date of delivery, or in the case of CARRIER’s failure to make a delivery, within nine (9) months after a reasonable time for delivery has elapsed. SHIPPER shall provide CARRIER with an invoice and supporting documentation for each VIN for which it intends to file a cargo claim. CARRIER agrees to acknowledge receipt of such claim within a reasonable time, which shall include the identification of any other documentary evidence or other pertinent information that may be required to process the claim. Upon filing of a cargo claim by SHIPPER, CARRIER will be afforded a reasonable opportunity to inspect damaged Vehicles, investigate claims, and respond to SHIPPER. CARRIER shall pay, decline or make a firm compromise settlement offer in writing to SHIPPER within one hundred twenty (120) days after receipt of the claim, but prior to the end of the 120-day period, CARRIER may request from SHIPPER additional time to investigate the claim which shall not exceed sixty (60) days. Disallowances shall state a lawful reason for declining to accept responsibility for payment of the claim and shall be stated by the Carrier. The parties acknowledge and agree that the regulations set forth in Title 49 C.F.R. Part 370 are inapplicable to loss and damage claims if inconsistent with these Terms.

3.4.2. Deferred Inspection. Should a Vehicle be delivered without joint inspection, the inspection will be considered deferred or Subject to Inspection (STI). SHIPPER must inspect the Vehicle for damages. Should damages be found, SHIPPER must provide a letter of notification (LON) within 24 hours or 1 business day of the date of delivery to CARRIER. In order for an STI claim to be processed, the claim packet must include photographs of the damage, the VIN plate, and the entire Vehicle in addition to a verifiable estimate.

3.4.3. Notice of Damage of Loss. CARRIER shall contact SHIPPER within a reasonable timeframe after it learns of any accident, theft, loss, or damage to a Vehicle or other SHIPPER freight.

3.4.4. Salvage. If CARRIER pays any claim of SHIPPER, which claim amount includes a deduction for salvage value, then either CARRIER or CARRIER’s insurer, whichever party paid the claim, shall be entitled to credit for the salvage value whether or not salvage is actually performed. If CARRIER or CARRIER’s insurer pays in full any SHIPPER claim for a total vehicle loss, then CARRIER or CARRIER’s insurer shall take title to the Vehicle(s) and/or obtain credit for the salvage value as mutually agreed by CARRIER and SHIPPER.

3.4.5. Valuation. Value for the total loss of any Vehicle by theft or conversion shall be determined by averaging the clean wholesale values of nationally accepted vehicle market guides, plus or minus any adjustments for equipment, mileage and condition.

4. CARGO INSURANCE.

CARRIER shall obtain and thereafter maintain during the duration of these Terms cargo insurance coverage that covers the value of the cargo during loading, transit and unloading with insurance limits of $100,000 per occurrence.

5. INDEMNITY.

5.1 SHIPPER Indemnification. SHIPPER shall defend, indemnify, and hold CARRIER and its employees and agents harmless from and against all claims, liabilities, losses, damages, fines, penalties, payments, costs, and expenses (including, without limitation, reasonable legal fees) brought by a third party to the extent proximately caused by the negligence or intentional misconduct of SHIPPER, its employees, agents or customers.

5.2 Consequential Damages. In no event shall Carrier be liable under this Section 5 to the extent damages are incidental, consequential, special, punitive, or exemplary. Notwithstanding anything to the contrary contained herein, CARRIER’s liability for cargo loss and damage shall be governed exclusively by Section 3 above.

6. FORCE MAJEURE. In the event performance by one Party is affected by any cause beyond the reasonable control of such Party, including without limitation, fire, labor strife, riot, war, weather conditions, hail, acts of the public enemy, acts of God, acts of terrorism, local or national disruptions to transportation networks or operations, pandemic, epidemic, material equipment repairs, fuel shortages, governmental regulations, or governmental request or requisition for national defense (each, a “force majeure event”), then the running of all periods of time mentioned herein and the performance of all obligations required herein shall be suspended during the continuance of such interruption, and such Party shall notify the other Party of such interruption. Such period of suspension shall not in any way invalidate these Terms, but on resumption of operations, any affected performance by such Party shall be resumed. CARRIER shall be permitted an extension period equal to the period of suspension to complete shipments adversely affected by the suspension. No liability shall be incurred by either Party for damages or delays arising from or related to a force majeure event.

7. NON-EXCLUSIVITY. SHIPPER is free to engage other carriers for the shipment of its freight. CARRIER is also free to accept freight from other shippers.

8. SUPPLEMENTAL SERVICES. SHIPPER acknowledges and agrees that, in CARRIER’s sole discretion, shipments tendered hereunder may be serviced by and/or transportation may be arranged by URS Midwest, Inc., in its capacity as a motor carrier of property and/or as a property broker. When acting in its capacity as a property broker, URS Midwest, Inc. may tender SHIPPER’s shipments to another property broker for the arranging of transportation of such shipments, and such service shall be in accordance with the property broker terms listed at the following link: https://www.unitedroad.com/terms-and-conditions-for-freight-broker-services-by-united-road-logistics-llc/ (“Substitute Service”). In the event such Substitute Service is used, SHIPPER’s rights and responsibilities shall be governed exclusively by such property broker terms with such liability attached to URS Midwest, Inc. in its capacity as a property broker and not as a motor carrier of property.

9. ASSIGNMENT. Neither SHIPPER nor CARRIER shall assign or transfer, in whole or in part, any right, duty, responsibility or obligation on its part to be performed under these Terms, unless the other Party so authorizes in writing. However, excepted from this proscription is an assignment in connection with the merger or sale of substantially all of the assets of CARRIER with another entity. The provisions of these Terms shall inure to and be binding upon the Parties, heirs, administrators, legal representatives, successors or assigns of the Parties.

10. CONFIDENTIALITY. Each Party shall protect and keep in the strictest confidence any confidential or proprietary information of the other Party using the same degree of care, but not less than a reasonable degree of care, that the receiving Party uses to protect its own confidential information of like nature, to prevent the unauthorized use, disclosure, dissemination, or publication of such Confidential Information. For purposes of these Terms, “Confidential Information” shall include any non-public information (including the terms, conditions, and existence of these Terms) of or relating to a Party, including, but not limited to, the business plans, strategies, forecasts, analyses, financial information, technology information, trade secrets, Shipper Data, and other proprietary information or data. The receiving Party shall use the Confidential Information of the disclosing Party only for the express purposes set forth in these Terms. The receiving Party shall not have any obligation, however, to preserve the confidentiality of any such information to the limited extent that it: (a) is in the public domain or generally available to the public; (b) was in the possession of or disclosed to the receiving Party prior to the date hereof by a third party, free of any obligation to keep the same confidential; (c) is lawfully acquired by the receiving Party from a third party under no obligation of confidentiality to the disclosing Party; or (d) is required to be disclosed by the receiving Party under law or court order; provided, however, that the receiving Party shall give prompt written notice thereof to the disclosing Party. The Parties may disclose such terms and information to the extent required to obtain financing, to the extent required for legal review by retained legal counsel, or to auditors retained for the purpose of assessing the accuracy of freight bills. The Parties further agree and acknowledge that a monetary remedy for a breach of this section may be inadequate and that such breach may cause the disclosing Party irrevocable harm. In the event of a breach, the disclosing Party will be entitled, without the posting of a bond and in addition to any monetary damage it may subsequently prove, to seek temporary and permanent injunctive relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions. The provisions of this section shall survive the termination of these Terms.

11. DATA PRIVACY AND SECURITY.

11.1 Obligations of SHIPPER. If any information or data is made available or accessible to either Party, its employees, agents or contractors that included information about either Party, its employees, contractors, customers or business relationships, including the business, business plans or financial affairs of either Party (collectively “Data”), the SHIPPER agrees that it is obligated under these Terms, in addition to its obligations under applicable law, to protect and maintain the security and privacy of the Data, including the privacy, security and legal rights of a Party and its employees, customers, end-users and contractors. SHIPPER will only process, store or transmit Data in a secure manner and for the purposes provided in these Terms. SHIPPER may not use or disclose any Data for any other purpose, including any commercial purpose, even if the Data is de-identified or anonymized. SHIPPER will comply with all applicable laws, regulations and government orders relating to personally identifiable information (“PII”) or personally identifiable health information (“PHI”) with respect to any Data that either Party receives or has access to under these Terms or in connection with the performance of any services for either Party or any end-users. SHIPPER represents and agrees that it is in compliance with all current data security and privacy obligations and that it will maintain compliance with any future obligations that CARRIER may require from time to time. SHIPPER will protect Data. SHIPPER will not use, disclose or transfer Data outside of the United States unless specifically authorized under these Terms.

11.2 Internal Controls. SHIPPER must maintain internal controls and policies that require commercially reasonable best practices for access to the Data, including access controls using multi-factor authentication, requirements for passwords and lockouts and internal monitoring to verify that unauthorized access has not occurred. SHIPPER represents that all Data will be transmitted and stored in a secure manner, including encryption of the Data in transit and at rest.

11.3 Data Breach. SHIPPER shall immediately notify CARRIER upon discovery of any loss or unauthorized disclosure of the Data. If SHIPPER suffers a loss or unauthorized disclosure or breach of Data, SHIPPER will defend, indemnify and hold harmless CARRIER from any claims or losses suffered as a result of the loss, disclosure or breach.

12. SEVERABILITY. Should any provision of these Terms be declared or be determined by a court of competent jurisdiction to be illegal, invalid, void, or unenforceable, the legality, validity, and enforceability of the remaining provisions shall not be affected. The decision of the court shall be binding only within its jurisdiction, and not in any other jurisdiction.

13. WAIVER. Failure by either Party to complain of any act or failure to act of the other Party or to declare the other Party in default, irrespective of the duration of such default, will not constitute a waiver of rights hereunder.

14. NON-RELIANCE. Neither Party has relied upon any representation, promise or agreement made by the other, or by any third party, as an inducement to enter into these Terms. In the event CARRIER has a Rules Circular in effect at the time the Services are provided, such Rules Circular shall govern to the extent not inconsistent with these Terms

15. ENTIRE AGREEMENT. These Terms set forth the entire agreement between the Parties and supersede all prior contracts, agreements, negotiations, discussions, understandings and customs. These Terms may not be modified, amended, or altered by Shipper.

16. NOTICES.

Notices shall be sent by certified or registered mail, return receipt requested, or by commercial courier, to the Parties at the following addresses:

If to SHIPPER: To Shipper via any email or mailing address provided by SHIPPER to CARRIER.

If to CARRIER:

URS Midwest, Inc.

41100 Plymouth Road, 4th Floor

Plymouth, MI 48170

with required copy to:

URS Midwest, Inc.

41100 Plymouth Road, 4th Floor

Plymouth, MI 48170

Attn: Legal Department

If a claim or controversy arises out of or relates to these Terms, each Party will provide notice of the claim or controversy to the other at the address depicted in this Section. Except as set forth in Section 3.4, the Party receiving notice shall then have ten business days in which to respond to the notice. Both Parties will first attempt to settle the claim or controversy through direct communications.

17. GOVERNING LAW AND VENUE. These Terms will, in all respects, be interpreted, enforced, and governed under the laws of the State of Michigan, without regard to its conflict of laws’ provisions. The provisions of these Terms will be construed as a whole and in accordance with their fair meaning. The Parties consent to submit all legal proceedings directly or indirectly arising out of, pertaining to or relating to these Terms, to the exclusive jurisdiction of the courts of the State of Michigan sitting in Wayne County, Michigan, including the United States District Court for the Eastern District of Michigan. EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.

18. USE OF INTELLECTUAL PROPERTY. Neither Party may use the other’s name, trademarks, or trade names, or those of its subsidiaries or affiliates, in any manner, especially in advertising, without the other’s written consent, which consent may be unilaterally withheld.

19. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY. Each Party expressly agrees to do business using electronic means including, but not limited, to the use and acceptance of electronic signatures, whether digital or encrypted, and that the electronic signature of a Party shall have same force and effect as a manual signature. The consent under this Section encompasses the use of electronic methods to accomplish the signature of any document, including, without limitation, any supplement, modification, addendum, amendment, notice, consent and/or waiver, required by these Terms or required by FMCSA regulations to be generated and maintained (or exchanged by private parties), including, without limitation, shipment invoices, bills of lading and other supporting shipment documentation.

20. SURVIVAL. Any provisions of these Terms that would, by their nature, survive the termination of these Terms will so survive.

21. NO THIRD PARTIES. These Terms do not confer any enforceable rights or remedies upon any person or party other than the Parties named in the caption-block (Shipper and Carrier), and it is agreed and understood that there are no third-party beneficiaries.