Transportation Services Agreement between Commodity Express Transportation, Inc. and TPS Logistics, Inc.

Summary

Commodity Express Transportation, Inc. (the Carrier) and TPS Logistics, Inc. (the Broker) enter into this agreement for the Carrier to provide exclusive transportation services for the Broker’s customer, Amcor PET Packaging. The Carrier must maintain proper operating authority, insurance, and comply with federal and state regulations. The Broker pays the Carrier all receipts from the Amcor contract, with the Carrier returning 1% to the Broker. The agreement lasts until the related Amcor contract ends or March 20, 2010, whichever is sooner. The Carrier acts as an independent contractor and must keep Broker information confidential.

EX-10.32 6 doc6.txt Commodity Express Transportation, Inc. - TPS Logistics, Inc. Agreement This Agreement is entered into this 1st day of March, 2005, by and between Commodity Express Transportation, Inc. (hereinafter referred to as "CARRIER") a Delaware Corporation and TPS Logistics, Inc. (hereinafter referred to as "BROKER") a South Carolina Corporation. WITNESSETH: WHEREAS, BROKER, to satisfy Amcor PET Packaging (Broker's Customer) transportation needs desires to engage CARRIER as its exclusive carrier to perform all of BROKER's transportation requirements described in the TPS Logistics, Inc. - Amcor PET Packaging logistics agreement ,within the limit of the CARRIER's operating authority according to this Agreement terms and conditions and CARRIER desires to perform such transportation; and WHEREAS, this agreement is being completed and executedin accordance with the mutual agreement between CARRIER, BROKER and various other parties, dated March 21, 2005. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows: 1.1 INTERSTATE. CARRIER is a contract carrier which holds a permit from the ---------- Department of Transportation - Federal Motor Carrier Safety Administration at Docket No. MC-163607, and CARRIER is authorized to and shall provide motor carrier contract service (hereinafter called "Transportation Service") to meet the specific needs of BROKER. CARRIER agrees to provide to BROKER a copy of CARRIER'S operating authority upon execution of this Agreement. CARRIER agrees to notify BROKER of any suspension, revocation, or any other changes in its operating rights at least fifteen (15) days prior to the effective date of any such suspension, revocation, or change. 1.2 INTRASTATE. CARRIER is authorized to operate as a motor carrier for the ---------- appropriate regulatory agencies for the states of ______________________________ at Docket Nos. _______________________ which authorize CARRIER to provide Transportation Service within the states of _______________________. CARRIER agrees to provide to BROKER a copy of CARRIER'S operating authority upon execution of this Agreement. CARRIER agrees to notify BROKER of any suspension, revocation, or any other change in its operating rights at least fifteen (15) days prior to the effective date of any such suspension, revocation, or change. 2. PROPERTY BROKER LICENSE. BROKER is a licensed property broker which ------------------------- holds authority from the Department of Transportation - Federal Motor Carrier Safety Administration at Docket No. MC-492228 B. 3.1 SERVICE OF CARRIER. The Transportation Service shall be for the prompt ------------------- transportation of all of BROKER's loads to and from points and places designated by BROKER and BROKER's customers, subject to the provisions of this Agreement and the limitations of CARRIER'S operating authority. The Transportation Service to be provided to BROKER by CARRIER shall include the following: (1) the procurement of necessary approvals, authorities or licenses from all Governmental Agencies; (2) the provision of motor vehicles and allied equipment (hereinafter called the "Vehicles"); (3) the maintenance of the vehicles in accordance with the rules and regulations of the Federal Motor Carrier Safety Administration; (4) the employment of drivers qualified pursuant to the rules and regulations of the Federal Motor Carrier Safety Administration; (5) compliance with all of BROKER's customers safety program requirements; (6) proper compliance with State and Federal safety regulations; (7) the safe, proper, and legal load securement of all products tendered by BROKER's customers to CARRIER; (8) the dispatch of drivers and Vehicles; (9) timely delivery; (10) the procurement of all supplies and (11) all billing and collections for BROKER. 3.2 SERVICE TO AMCOR PET PACKAGING. CARRIER shall also provide the services ------------------------------ listed on Motor Transportation Contract dated November 10, 2004 and corresponding addendum dated March 1, 2005 of the Amcor Pet Packaging - TPS Logistics, Inc. contract. Such contract is attached hereto as Exhibit A of this agreement. Such services will be performed by CARRIER employees and at no time will be considered BROKER employees. 4. TERM OF AGREEMENT. The term of this Agreement will begin on March 21, ------------------- 2005 and will not expire as long as BROKER's agreement (Exhibit A) date March 1, 2005 is in effect or an end date of March 20, 2010 whichever comes first. 5. RATES AND CHARGES. As compensation for the Services provided by CARRIER ------------------ pursuant to the terms and conditions of this Agreement and its Exhibits, BROKER shall pay One Hundred Percent (100%) of all receipt that BROKER receives from the Amcor Pet Packaging contract into TPS bank account number __________, such account to be controlled by CARRIER. CARRIER shall return One Percent (1%) of the gross receipts to BROKER within one day of Amcor Pet Packaging depositing such receipts. CARRIER shall also pay all administrative and wire transfer fees that are charged to TPS bank account number ___________. 6. CONTRACT CARRIAGE. Regardless of whether CARRIER is authorized to ------------------ operate or does operate as a Common Carrier, each and every shipment tendered to CARRIER by BROKER shall be deemed to be tendered to CARRIER as a motor Contract Carrier and shall be subject only to the terms of this Agreement and the provisions of law applicable to motor contract carriage. The CARRIER rules; waivable statutory provisions under 49 USC 14101; and other documents which are inconsistent with the terms of this contract are hereby expressly waived and shall be null and void, and the terms of this contract shall govern. 7. INDEPENDENT CONTRACTOR. The relationship of CARRIER to BROKER shall at ----------------------- all times be that of an independent contractor and such status shall govern all relations between CARRIER, BROKER, and any third party. 8. REGULATIONS OF THE FEDERAL GOVERNMENT. CARRIER must comply with all the -------------------------------------- rules and regulations of the Federal Motor Carrier Safety Administration. 9. INSURANCE. CARRIER shall maintain at its own cost, at all times during --------- the life of this Agreement, a policy for liability insurance in an amount not less than One Million dollars ($1,000,000) or such higher insurance coverage as may be required by law, which policy shall provide coverage for public liability, property damage, environmental restoration, and injury or death to persons resulting from the performance of the Transportation Service. CARRIER shall also maintain at its own cost, at all times during the life of this Agreement, a policy for cargo liability insurance in an amount not less than One Hundred Fifty Thousand dollars ($150,000) or such higher insurance coverage as may be required by law or by BROKER from time to time. CARRIER shall also maintain at its own cost, at all times during the life of this Agreement a comprehensive general liability of One Million Dollars ($1,000,000) specifically endorsed to cover the indemnity provision between BROKER and CARRIER. These insurance policies providing the above coverage shall be written by a reputable insurance company. These policies shall also provide that the Insurance Company issuing such policies shall notify both the CARRIER and BROKER of its intention to cancel any policy at least ten (10) days prior to the effective date of cancellation. 10. CONFIDENTIALITY. CARRIER acknowledges that his position as CARRIER for --------------- BROKER gives him access to special knowledge of BROKER's organization and business methods which could be harmful to BROKER if used for any purpose other than the promotion of BROKER's business as provided in this Agreement. CARRIER agrees that during the term of this Agreement that CARRIER will not communicate with any of BROKER's customers. CARRIER agrees that in the event of any breach of the covenants contained in this paragraph BROKER will be entitled, in addition to any other rights and remedies, to an injunction or restraining order restraining CARRIER from committing or continuing to commit any breach of these provisions, and CARRIER hereby consents to the issuance of such injunction or restraining order or other equitable relief without bond or other security and without the necessity of actual damage to BROKER. 11. FORCE MAJEURE. Neither BROKER nor CARRIER shall be liable in any -------------- respect for failures caused, directly or indirectly by war, strikes, lock-outs, lack of raw materials or supplies, general economic conditions, lack of demand, explosions, fires, floods, hurricanes, cyclones, terrorist attacks or other acts of God or casualties beyond the control of either BROKER or CARRIER. During the existence of any of these conditions, the obligations of the parties hereunder shall be suspended for the duration of same. 12. FREIGHT CLAIMS. BROKER and CARRIER acknowledge the application and --------------- controlling status of the provision published and/or formerly published in Part 1005 of Title 49, Code of Federal Regulations and 49 U.S. 11707(e) with regard to claims of and actions for loss or damage to commodities transported pursuant to the terms and conditions of this Agreement. Except to the extent modified by the Agreement, all claims for recovery by the BROKER for such loss or damage to commodities transported, must be filed with the CARRIER within nine (9) months of the date of delivery or tender of delivery of that shipment. 13. ENTIRE AGREEMENT. This Agreement constitutes the entire contract ----------------- between the parties. This Agreement shall not be modified or changed by any express or implied promises, warranties, guarantees, representations or other information unless expressly and specifically set forth in the Agreement or an Addendum properly executed by the parties. It is agreed that there are no oral representations, agreements, or understandings affecting this instrument and that any future representation, agreements, understandings or waivers to be binding upon the parties hereto, must be reduced to writing. Either party's failure strictly to enforce any provisions of this Agreement shall not be construed as a waiver or modification thereof excusing the other party from performance. If any provision of this Agreement is found to be unlawful or unenforceable for any reason, such provision shall be severable from this Agreement, and all other provisions shall be binding upon the parties and shall remain in effect. 14. JURISDICTION. This Agreement shall be deemed to have been drawn under ------------ South Carolina Law and this Agreement shall be construed in accordance with the laws of the State of South Carolina. 15. NOTICES. Notices shall be sent by registered mail, return receipt ------- requested, to each party at the address shown below, or to such other addresses as shall have been designated in writing. CARRIER: Commodity Express Transportation, Inc. 903 Clint Moore Road Boca Raton, Florida 33487 BROKER: TPS Logistics, Inc. 354 South Chimney Lane Columbia, South Carolina 29209 In Witness Whereof, the parties hereto have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the date first above written. BROKER: TPS Logistics, Inc. By: _______________________________ Title: ____________________________ CARRIER: Commodity Express Transportation, Inc. By: _______________________________ Title: ____________________________