Shipper Broker Agreement

Shipper-Broker Agreement

of DAGO Express Inc, 2574 Elm Street, River Grove, IL 60171, United States — USDOT 6965061, MC 63254743, licensed property broker.

Version 1.2 · effective 2026-09-11 · governed by the laws of the State of Illinois, USA.

WHEREAS Broker is licensed by the Federal Motor Carrier Safety Administration (“FMCSA”) as a property broker and arranges for the transportation of freight by independent motor carriers; and Shipper wishes to use those services; NOW THEREFORE, intending to be legally bound, the Parties agree as follows.

§ 1 Definitions

1.1. “Broker” means DAGO Express Inc, a corporation organized under the laws of the State of Illinois, holding property broker authority MC 63254743 issued by the FMCSA.

1.2. “Shipper” means the party that tenders a Shipment to Broker, or on whose behalf a Shipment is tendered, and that accepts this Agreement under § 22.

1.3. “Carrier” means a motor carrier holding active operating authority from the FMCSA that is engaged by Broker to transport a Shipment.

1.4. “Shipment” means a single tender of property for transportation arranged by Broker under this Agreement.

1.5. “Order Confirmation” means the written confirmation issued by Broker for a specific Shipment stating the rate, equipment, pickup and delivery windows and any special requirements. A document issued by Broker under the heading “Rate Confirmation” is an Order Confirmation for the purposes of this Agreement.

1.6. “Terms Page” means the current version of this Agreement published by Broker at dagoexpress.com/en-us/shipper-broker-agreement/.

§ 2 Status of Broker

2.1. Broker is a property broker only. Broker is not a motor carrier, freight forwarder, indirect air carrier, ocean transportation intermediary or warehouseman, and does not hold itself out as any of these.

2.2. Broker arranges for transportation to be performed by independent Carriers. Broker at no time takes possession, custody or control of any Shipment and does not operate the equipment on which any Shipment moves.

2.3. Broker does not assume, and the Parties do not intend Broker to assume, the liability of a motor carrier under 49 U.S.C. § 14706 (the Carmack Amendment) or under any bill of lading, tariff or contract of carriage. Liability for loss of, damage to, or delay of a Shipment rests with the Carrier that performs the transportation, subject to § 15.

§ 3 Scope of Services

3.1. Broker will arrange transportation of Shipments tendered by Shipper within the 48 continental United States, using Carriers selected under § 7 and on the rates and terms confirmed under § 12.

3.2. This Agreement is non-exclusive. It does not obligate Shipper to tender any volume of freight and does not obligate Broker to accept any tender. Broker may decline any Shipment for any lawful reason, including credit, capacity, commodity or safety reasons.

3.3. Broker may perform ancillary services — tracking, appointment scheduling, document retrieval, claim assistance — as an accommodation. Performing an ancillary service does not enlarge Broker's liability under § 15 or make Broker a carrier under § 2.

3.4. Equipment. The equipment type and capacity for a Shipment are those stated in the Order Confirmation. Unless the Order Confirmation states otherwise, the service does not include a liftgate, inside delivery, or loading or unloading assistance by the driver. Any other equipment or service must be agreed in writing before dispatch and is priced separately.

§ 4 Formation and Order of Precedence

4.1. This Agreement governs every Shipment tendered by Shipper to Broker on or after the date Shipper accepts it under § 22, and continues to govern each Shipment until that Shipment is delivered, invoiced, paid and any claim on it is resolved.

4.2. Where documents conflict, the following order controls, highest first:

a separately negotiated master agreement between the Parties, if one is in force;
the Order Confirmation for the Shipment in question, as to rate, equipment and service requirements only;
this Agreement;
all other documents.

4.3. Shipper's purchase order terms, vendor routing guides, supplier portal terms, bill of lading conditions and similar documents do not apply to Broker and do not modify this Agreement, even if acknowledged or electronically accepted by Broker, a Carrier or a driver. Broker's performance of a Shipment is not acceptance of any such terms.

§ 5 Term and Termination

5.1. This Agreement begins on the date of Shipper's acceptance and continues for one (1) year, renewing automatically for successive one-year terms.

5.2. Either Party may terminate without cause on thirty (30) days' written notice, or immediately on written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

5.3. Shipper may terminate immediately if Broker's FMCSA operating authority is revoked or suspended, or if Broker fails to maintain the financial security required by § 6.2.

5.4. Termination does not affect Shipments already in transit, amounts already earned, or §§ 14, 15, 16, 18, 19 and 21, which survive.

§ 6 Broker Authority and Compliance

6.1. Broker represents that it holds valid property broker authority (MC 63254743, USDOT 6965061) and will maintain it in active status throughout the term.

6.2. Broker maintains the financial security required by 49 U.S.C. § 13906, in the form of a BMC-85 trust fund agreement on file with the FMCSA.

6.3. Broker will comply with 49 C.F.R. Part 371, including its record-keeping obligations. Shipper's right to review the records of a transaction under 49 C.F.R. § 371.3 is preserved and is not waived by this Agreement.

6.4. Broker will maintain a designated process agent (Form BOC-3) in each state where required.

§ 7 Carrier Selection

7.1. Before tendering a Shipment to a Carrier, Broker will verify that the Carrier:

holds active FMCSA operating authority for the traffic involved;
does not hold an “Unsatisfactory” or “Conditional” safety rating;
maintains the insurance required by § 8, evidenced by a certificate of insurance current as of the date of tender; and
has accepted Broker's carrier agreement, which prohibits re-brokering, co-brokering and interlining without Broker's prior written consent.

7.2. Broker obtains each certificate of insurance directly from the Carrier's insurance agent or broker of record, and not from the Carrier itself.

7.3. The verification described in § 7.1 is the whole of Broker's obligation with respect to Carrier selection. Broker does not warrant or guarantee the performance, conduct, safety or solvency of any Carrier, and the Parties do not intend this section to create any duty beyond its express terms.

7.4. Broker selects the Carrier, the equipment and the routing unless the Order Confirmation states otherwise. Shipper may not direct Broker to use a specific Carrier except in writing, in which case §§ 7.1 through 7.3 do not apply to that Carrier.

§ 8 Carrier Insurance Requirements

8.1. Broker will require each Carrier to maintain, at minimum:

Automobile liability — $1,000,000 combined single limit. This covers injury and damage the vehicle causes to third parties; it does not cover the cargo.
Motor truck cargo legal liability — $100,000 per occurrence, or a higher limit where the declared value requires it under § 11.1;
Workers' compensation — statutory limits; and
General liability — $1,000,000 per occurrence.

8.2. Broker verifies that the Carrier's cargo limit equals or exceeds the value of the Shipment as declared by Shipper under § 10.2. Where Shipper declares no value, Broker verifies against the $100,000 minimum only.

8.3. Carrier insurance is primary. Nothing in this section makes Broker an insurer, guarantor or surety of any Carrier's coverage, and Broker is not liable for a Carrier's insurer's denial, rescission, insolvency or coverage defense.

§ 9 Broker’s Own Insurance

9.1. Broker maintains, at its own expense: broker errors and omissions — $1,000,000; contingent cargo — $100,000 per occurrence; and commercial general liability — $1,000,000 per occurrence / $2,000,000 aggregate.

9.2. Broker's contingent cargo coverage is excess and contingent. It responds only after the Carrier's cargo insurance has been exhausted or has finally denied coverage, and it is written for Broker's benefit. It is not primary coverage for Shipment value, it does not create a direct right of action in Shipper, and it does not enlarge Broker's liability under § 15.

9.3. Certificates of Broker's insurance are available to Shipper on written request.

§ 10 Shipper Obligations

10.1. Shipper warrants that it is the owner of, or is authorized to tender, each Shipment, and that the description, weight, piece count, dimensions, commodity and required service level given to Broker are complete and accurate.

10.2. Shipper will declare the value of each Shipment at tender. A Shipment tendered without a declared value is treated as having a value not exceeding $100,000.

10.3. Shipper is responsible for proper packaging, labeling, blocking, bracing and palletizing, and for loading where loading is performed by or on behalf of Shipper. Shipper is responsible for loss or damage caused by improper packaging, labeling, description or loading, or by inherent vice of the goods, including damage to equipment and to other freight.

10.4. Shipper will make the Shipment available and will cause the consignee to receive it within the windows stated in the Order Confirmation. Detention, layover, truck order not used and redelivery charges are for Shipper's account under § 12.4.

10.5. Handling units over 70 lbs require loading assistance provided by Shipper or consignee, unless liftgate or driver-assist service was ordered in writing before dispatch. Driver loading and unloading is not included in the base rate. No pallet exchange is performed unless agreed in writing before pickup.

10.6. Where a description, weight, dimension or classification given by Shipper proves inaccurate, Broker may reclassify the Shipment, apply additional charges, or refuse service, and Shipper pays any resulting Carrier charge.

§ 11 High-value and Excluded Commodities

11.1. A Shipment with a declared value above $100,000 requires Broker's prior written approval. Broker may condition approval on higher Carrier cargo limits, additional security requirements, or shipper's-interest cargo insurance placed for the individual Shipment at Shipper's cost.

11.2. Unless Broker agrees otherwise in writing, Shipper will not tender: hazardous materials requiring placarding under 49 C.F.R. Part 172; live animals, human remains or household goods; currency, precious metals, gemstones, negotiable instruments, firearms, ammunition or tobacco; alcoholic beverages or controlled substances; or temperature-controlled freight, except where the Order Confirmation expressly states reefer service and a temperature set point. A Shipment tendered in breach of this section is at Shipper's sole risk, and Shipper indemnifies Broker for all resulting loss under § 16.

§ 12 Rates, Charges and Payment

12.1. Rates are those stated in the Order Confirmation for each Shipment. Quotes are valid for the pickup date quoted and are subject to the accuracy of the information Shipper provides under § 10.1.

12.2. Broker invoices on delivery. Shipper pays within fourteen (14) days of the invoice date, in U.S. dollars, to the remittance details stated on the invoice.

12.3. Shipper will not offset, deduct or withhold freight charges against any cargo claim, shortage, service failure or other dispute. Claims are handled exclusively under § 14. Past-due amounts bear interest at 1.5% per month or the maximum lawful rate, whichever is lower, and Shipper pays Broker's reasonable collection costs and attorneys' fees.

12.4. Accessorial charges — including free time and detention, cancellation, truck order not used, liftgate, driver assistance, delivery surcharges, layover, redelivery, reconsignment and storage — are payable in accordance with BROKER's Schedule of Accessorial Charges, published at dagoexpress.com/en-us/accessorial-charges/, in the version in effect on the date the Shipment was tendered.

Free time and detention are set in that schedule by service tariff and by equipment class, and free time is granted separately at each pickup location and at each delivery location. Where the Order Confirmation for a Shipment states a different free time or rate, the Order Confirmation governs that Shipment.

12.5. Broker may require prepayment or reduce Shipper's credit line at any time on written notice, and may suspend service while an invoice is past due.

12.6. Payment to Broker discharges Shipper's obligation for the Shipment. Shipper will not pay any Carrier directly. If a Carrier asserts a claim against Shipper for freight charges Shipper has already paid to Broker, Broker will defend and indemnify Shipper against that claim.

12.7. Payment instructions never change by email alone. Broker will not request a change of bank details by email, and Shipper must verify any purported change by telephone to a number obtained independently of the request. Shipper bears the loss on payments made to details it did not verify.

12.8. Cancellation. Where Shipper cancels a Shipment after Broker has confirmed it, the following charges apply:

after order confirmation and before the vehicle begins travelling to the pickup point — 50% of the agreed rate;
after the vehicle has begun travelling to the pickup point — 75% of the agreed rate;
from the vehicle's arrival at the pickup point — 100% of the agreed rate (truck order not used). This tier applies equally where the goods have already been collected, where no goods are presented at the pickup point, where the quantity presented is materially smaller than the Shipment ordered, and where the vehicle is turned away or cannot be loaded for reasons within Shipper's control.

Where the vehicle is already at the pickup point and waiting time accrues, that waiting time is charged under § 12.4 in addition to the cancellation charge.

No cancellation charge applies where the cancellation arises from causes within Broker's or the Carrier's sphere of risk.

12.9. International movements are subject to applicable customs and import/export law and to border inspection. Shipper is responsible for accurate customs documentation, for duties and taxes, and for delay caused by inspection or by incomplete documentation.

§ 13 Bills of Lading

13.1. The bill of lading is a contract of carriage between Shipper and the Carrier, and a receipt for the goods. It is not a contract between Shipper and Broker.

13.2. Broker will not be named as carrier, motor carrier, consignor, consignee or shipper on any bill of lading. If Broker's name appears in any such field, on any bill of lading, delivery receipt or manifest, it is for reference only, is deemed a clerical error, and does not make Broker a party to the contract of carriage or alter § 2 or § 15.

13.3. Terms and conditions printed on, or incorporated by reference into, a bill of lading do not bind Broker and do not modify this Agreement. § 4.3 applies.

§ 14 Cargo Loss, Damage and Claims

14.1. Claims for loss of, damage to, or delay of a Shipment lie against the Carrier under the Carmack Amendment. Broker will, on Shipper's request and at no charge, assist in presenting the claim, provide the Carrier's identity, authority and insurance details, and provide the transportation documents in its possession.

14.2. To the extent Broker holds any right of recovery against a Carrier for a Shipment, Broker assigns that right to Shipper on request, so that Shipper may pursue the Carrier directly.

14.3. Shipper will file a written claim with the Carrier, and give Broker a copy, within nine (9) months of delivery or, for non-delivery, within nine (9) months of the date delivery should have occurred. Any suit must be filed within two (2) years and one (1) day of the Carrier's written claim denial. These periods are the statutory minimum under 49 U.S.C. § 14706(e) and 49 C.F.R. Part 370 and are conditions precedent to any recovery.

14.4. Shipper will note visible loss or damage on the delivery receipt at the time of delivery, will not refuse a Shipment that is salvageable, and will mitigate loss, including by making the Shipment available for inspection and salvage.

14.5. Any claim against Broker arising out of a Shipment must be presented in writing within ninety (90) days of delivery, or of the date delivery should have occurred, and suit filed within one (1) year of Broker's written denial. § 12.3 applies: freight charges remain payable while a claim is open.

14.6. Proof of delivery is furnished electronically on completion of delivery, or on request.

§ 15 Limitation of Liability

15.1. Broker's total liability arising out of or relating to a Shipment, on any theory — contract, negligence, negligent selection, statute or otherwise — will not exceed the greater of: (a) the gross transportation charges Shipper paid to Broker for that Shipment; or (b) the proceeds actually recovered by Broker under its contingent cargo policy for that Shipment, capped at $100,000 per occurrence.

15.2. Neither Party is liable for special, incidental, indirect, punitive or consequential damages, including lost profits, lost sales, production downtime, market loss, penalties charged by a consignee, or chargebacks under a customer's vendor compliance program — whether or not that Party was advised such damages were possible.

15.3. Broker is not liable for delay, for failure to meet a pickup or delivery appointment, or for the consequences of either, unless Broker expressly guaranteed the date in writing and received separate consideration for that guarantee.

15.4. § 15 does not limit liability for a Party's fraud, or for any liability that may not be limited by applicable law.

§ 16 Indemnification

16.1. Each Party will defend, indemnify and hold the other harmless from claims, losses, fines and reasonable attorneys' fees arising from its own negligence, willful misconduct or breach of this Agreement.

16.2. Shipper additionally indemnifies Broker against claims arising from an inaccurate commodity description or declared value, improper packaging or loading by Shipper, tender of an excluded commodity under § 11.2, or Shipper's direction of a specific Carrier under § 7.4.

16.3. Neither Party is required to indemnify the other for that other Party's own negligence, to the extent such an obligation would be void under applicable anti-indemnity law.

§ 17 Independent Contractors

17.1. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship, and neither Party may bind the other.

17.2. Carriers are independent contractors of Broker. Broker does not control the manner or means by which a Carrier performs transportation, does not direct drivers, and does not control equipment, routing or hours of service.

§ 18 Non-circumvention

18.1. For twelve (12) months after the last Shipment moved under this Agreement, Shipper will not arrange transportation directly, or through another intermediary, with a Carrier first introduced to Shipper by Broker, for lanes previously served through Broker.

18.2. If Shipper breaches § 18.1, Shipper will pay Broker fifteen percent (15%) of the gross transportation revenue on the affected shipments, as liquidated damages and not as a penalty, the Parties agreeing that actual damages would be difficult to determine.

18.3. § 18.1 does not apply to a Carrier with which Shipper had a documented relationship before that Carrier's first Shipment under this Agreement.

§ 19 Confidentiality

19.1. Each Party will keep confidential the other's rates, margins, customer and carrier lists, volumes and lane data, and will use them only to perform this Agreement. Obligations survive termination by two (2) years.

19.2. This section does not restrict disclosure required by law or by 49 C.F.R. § 371.3, and does not restrict information that is public, independently developed, or lawfully received from a third party.

§ 20 Force Majeure

20.1. Neither Party is liable for failure to perform caused by an event beyond its reasonable control, including act of God, severe weather, flood, fire, epidemic, war, terrorism, riot, labor action, embargo, road closure, government order, or failure of communications or power infrastructure. Payment obligations for services already performed are not excused.

§ 21 Governing Law and Venue

21.1. This Agreement is governed by the laws of the State of Illinois, without regard to its conflict-of-laws rules, except where federal transportation law applies.

21.2. The Parties submit to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois, and waive any objection based on venue or forum non conveniens.

21.3. Each Party waives trial by jury in any proceeding arising out of this Agreement. The prevailing Party is entitled to its reasonable attorneys' fees and costs.

§ 22 Acceptance and Records

22.1. No signature is required. This Agreement forms an integral part of every order Broker accepts, and Shipper accepts it by either of the following routes:

Online order. Shipper places the order through the DAGO Express platform and selects the acceptance control on the order form. That selection is an electronic signature under the federal E-SIGN Act and the Illinois Uniform Electronic Transactions Act.
Order by e-mail or telephone. Shipper sends a request, Broker issues a quotation and registers the order, and Broker sends an order confirmation that identifies this Agreement by name, version and URL, states that the Shipment moves subject to it, and attaches a copy for Shipper's review. Shipper accepts this Agreement on the earliest of: Shipper instructing Broker to proceed with the Shipment;
Shipper allowing a vehicle to be dispatched to the pickup point without having objected to the terms; or
the loading of the Shipment.

22.2. On each acceptance, Broker records and retains for six (6) years: the accepting individual and entity, the date and time in UTC, the route of acceptance, the originating IP address and user agent where applicable, the version identifier of this Agreement, and the SHA-256 hash of the accepted text. For acceptance by order confirmation, Broker retains the confirmation as sent, with its timestamp and the attached copy. Shipper may request a copy of its own acceptance record at any time.

22.3. Broker retains an immutable copy of every published version. The version that governs a Shipment is the version in effect on the date that Shipment was tendered, regardless of any later amendment.

§ 23 Amendment of These Terms

23.1. Broker may amend this Agreement by publishing a new version on the Terms Page with a new version identifier and effective date, and by giving Shipper at least thirty (30) days' notice by email to Shipper's notice address.

23.2. An amendment applies only to Shipments tendered on or after its effective date. Tendering a Shipment after that date is acceptance of the amended version. Shipper may terminate under § 5.2 before the effective date if it does not accept the amendment.

23.3. Where an amendment materially changes §§ 12, 14, 15 or 21, Broker will require renewed affirmative acceptance under § 22.1 before Shipper's next tender.

§ 24 General Provisions

24.1. Notices. Notices are effective when sent by email to the address each Party designates, with a copy by certified mail for notices of termination or of a claim. Broker's address for notice is 2574 Elm Street, River Grove, IL 60171.

24.2. Assignment. Neither Party may assign this Agreement without the other's written consent, except to a successor in interest to substantially all of its business.

24.3. Severability and waiver. If a provision is held unenforceable, it is modified to the minimum extent necessary, or severed, and the remainder stays in force. A failure to enforce a provision is not a waiver of it or of any other provision.

24.4. Entire agreement. This Agreement, together with each Order Confirmation, is the entire agreement between the Parties as to its subject matter and supersedes all prior proposals and understandings.

24.5. Language. This Agreement is published in English. A translation into another language may be provided as a courtesy; in the event of any discrepancy, the English text governs.