NETWORK SIMPLICITY. PRICING CONTROL. GREATER FREIGHT … · Transportation Management System on all...

PROBITY

TRANSPORTATION NETWORK SOLUTION Effective Date: March 14, 2020

NETWORK SIMPLICITY.

PRICING CONTROL.

GREATER FREIGHT

SAVINGS.

The TNS is transforming the truckload marketplace by delivering a strong national network with shipper-controlled savings and committed freight capacity.

SERVICE GUIDE 2020TNS Service Update

TNS SERVICE UPDATE

Expanded Access to Truckload Capacity

The TNS Network now provides Shippers access to over 3,000,000 trucks - approximately 75% of the total truckload capacity in the United States:

PROBITY TNS SERVICE GUIDE Effective Date: March 14, 2020

NETWORK SIMPLICITY. PRICING CONTROL. GREATER FREIGHT SAVINGS.

TNS Service Guarantee

All truckload shipments that move through the TNS Network are now backed by the TNS Service Guarantee. Shippers will not be billed on any shipments in which a TNS Network Provider misses a pick-up or delivery appointment.


TABLE OF CONTENTS

Why Choose TNS? ………………………………… Page 1

How TNS Works ………………………………….… Page 4

TNS Rate Table ….............………………...….….. Page 5

TNS Service ……………………………………........... Page 6

TNS Terms & Conditions ………………………. Page 7

Probity TNS Rate Management

Please send all completed or updated TNS Benchmark Rate Tables via email to [email protected]


NETWORK SIMPLICITY. PRICING CONTROL. GREATER FREIGHT SAVINGS. 1


Why Choose TNS?

Network Simplicity

The TNS Network accesses 75% of the truckload capacity in the USA.

• You can leverage the program and source capacity through all majorsources of transportation capacity - Carriers, Private Fleets, FreightBrokers and Transportation Marketplaces.

• The network capability is innovatively embedded and controlled throughvetted providers.

• You can leverage the TNS Network’s strong reputation and capabilities.

• Through this extensive network, Probity TNS represents a total solution;pricing control and secured capacity.

• The TNS Network Providers seamlessly integrates with your company’sexisting Transportation Management System (TMS). You can also easilycommunicate shipment information if your company doesn’t use a TMS.

It’s a proven network that offers a guarantee of service.


Why Choose TNS?

Pricing Control

Probity TNS puts you in control of the pricing – it’s “shipper-determined pricing.”

• Shipper designates the locations for participation in the network.

• Probity TNS’s patent-pending technology lets you set your desired truckload rates

to achieve bottom-line savings on freight costs.

• The approved rates are imported into your company’s TMS for tendering or sentvia email or fax.

• No more need for RFP's. Shipper can adjust rates at any time.

• The program offers three shipping alternatives:

• Vans for dry goods

• Refrigerated for temperature-controlled loads

• Flatbed for open truck loads

Best of all, there is no cost for the shipper to use TNS.




Why Choose TNS?

Freight Capacity

Probity TNS insures that you have trucks when you need them -

It’s the TNS “Capacity Commitment” Program.

• Shippers are struggling to secure truckload capacity.

• Carriers are rejecting loads even with price increases.

• The TNS Capacity Commitment Program provides Shippers contractual

rates backed by guaranteed truckload capacity:

• Shipper is no longer “chasing trucks”

• National coverage at a set rate

• No more need for higher cost “Spot Quotes”

• 100% load acceptance

The TNS handles your truckload capacity challenge at a set cost.



How TNS Works

4 Simple Steps

Shipper designates the locations for participation in the TNS program.

TNS provides the option for both inbound and outbound service from each facility.

All accepted TNS Benchmark Rates areimported into Shipper’s Transportation Management System for tendering to the TNS Network.

Shipper can adjust rates at any time.

Option available to fax or email truckload tender requests.*

Shipper sets TNS Benchmark Rates for all locations.

TNS Rates are reviewed for each lane. TNS Capacity Commitment Service provided on all lanes in which the rates are accepted.

The TNS Operations Center reviews all truckload tender requests for allocation to the TNS Network.

Probity provides Shipper TNS Reports detailing acceptance rate, freight spend, etc.

* If a Shipper does not have a TMS, then they would fax or email their rates to the TNS Operations Center. OurRepresentative Center would schedule all pick-ups with the TNS Network.

PLEASE NOTE: The Shipper must forward a current TNS Benchmark Rate Table whenever prices are manually adjusted.

STEP

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TNS Benchmark Rate Table

Rate TableShippers utilize the TNS Benchmark Rate Table to set rates - it's simple to use.


mailto:[email protected]



• Shipper sets preferred rates in the TNS Benchmark Rate Table.

• Shipper provides shipment data.

• Lane rates are reviewed by TNS Operations.

• Probity will determine which lanes will be accepted for participation inthe TNS Capacity Commitment Program based on the truckload ratesset by Shipper.

• Shipper imports the TNS Capacity Commitment rates into theirTransportation Management System.

• Truckload tenders are transmitted to the TNS Network via theShipper's Transportation Management System or other approvedmethod.

• TNS Network accepts all tender requests.

TNS Service

TNS Capacity Commitment

The TNS Capacity Commitment Service is the most advanced truckload service in the Marketplace today.

The TNS provides Shippers Committed Capacity at the rates you want to pay!

mailto:[email protected]

TNS

Terms & Conditions 1. INTRODUCTION

Probity Enterprises has developed a patent pending transportation

process, the Transportation Network Solution (“TNS”), that enables

Shipper determined truckload pricing and the efficient allocation of

truckload orders from Shippers to a comprehensive transportation

network.

The TNS Benchmark Rate Table, TNS Rules Engine and the TNS

Network comprise an integrated solution to enable a Shipper to secure

truckload transportation service in a more cost competitive and

comprehensive basis.

The following contains the terms and conditions of contract for a

Shipper to utilize Probity Enterprises’ Transportation Network Solution

(“TNS”) with an effective date of March 14, 2020.

Probity Enterprises authorizes the Shipper to utilize the patent pending

TNS processes and software under the terms and conditions of this

contract. In tendering a Shipment for service, the Shipper agrees to the

following terms and conditions of service:

2. DEFINITIONS USED

Definitions Used:

- “TNS”: Probity’s patent pending technology, process and integrated transportation network.

-“TNS Shipper”: Shipper that has a contract with Probity Enterprises for

use of the TNS.

-“TNS Rates”: Rates set by the TNS Shipper per the terms and

conditions of the TNS program.

-“TNS Benchmark Rate Table”: Probity’s patent pending rating tool that

enables the Shipper to set truckload rates by minimum charge, cost per

mile, origin point, destination point and equipment type.

-“TNS Rules Engine”: Probity’s patent pending software program that

optimizes rate determination and performs data analytics on TNS

shipments.

-"TNS Transaction Fee": Probity receives a transaction fee on every TNS Shipment. The TNS Transaction Fee is included in the TNS Rate paid by the Shipper.

-“TNS Network Provider”: Authorized contracted TNS transportation provider of Probity that operates as a TNS Network Provider or Carrier

and is authorized to provide LTL and Truckload services to TNS

Shippers.

-“TNS Network”: Probity’s contracted group of TNS Network Providers.

-“TNS Tender Request”: Truckload tender offer sent via electronic

transmittal from the Shipper’s ERP or TMS or via manual means to the

TNS Network that contains key details of shipment.

3. TNS PROCESS

Shipper will utilize the TNS Benchmark Rate Table to set transportation rates for truckload service by origin point, destination point, equipment

type and service level.

Shipper can modify the TNS Benchmark Rate Table based on their

desired truckload pricing benchmarks.

Probity Enterprises’ will work the Shipper in importing TNS Benchmark

Rate Table information into Shipper’s ERP or TMS for issuance of TNS

Tender Requests to the TNS Network. The TNS Network will accept the Shipper’s TNS Tender Request via their ERP or TMS as well as email and fax.

Probity Enterprises will provide management reports to Shipper. The

management reports will include the relevant Shipper reference

number(s), ship date, delivery date, origin, destination and other

transportation detail as agreed to by Shipper and Probity Enterprises.

4. PAYMENT TERMS

Probity will process all invoices from TNS Network Provider(s) and issue

a consolidated invoice to Shipper that incorporates the TNS Transactional Fee and the freight charges.

Payment Terms: Net 15 Days.

Shipper will issue payment to Probity Enterprises.

Probity Enterprises is responsible to remit payment directly to all TNS

Network Providers.

Probity Enterprises will provide Shipper all necessary documentation

that identifies acceptance of the load by the TNS Network Provider,

which may include, but shall not be limited to, the original bill of lading

or shipping order and delivery receipt.

5. TNS NETWORK PROVIDER AGREEMENTS

Probity, a technology service provider, will engage TNS NetworkProviders in support of TNS Shipper’s transportation requirements.

TNS Network Providers will receive TNS Tender Requests from Shipper

and provide transportation and technology services per their agreement with Probity.

Probity will designate which TNS Network Provider handles each TNS Tender Request from Shipper.

All TNS Network Providers are managed by the TNS technology platform.

TNS Network Provider agrees to arrange for transportation by motor

carriers (“Motor Carriers”) of Goods, in compliance with all federal,

state, and local laws and regulations.


PROBITY TNS SERVICE GUIDE

7Effective Date: March 14, 2020

TNS

Terms & Conditions TNS Network Provider shall require Carriers to perform the

transportation service in a prompt, competent and efficient manner

within the generally-accepted service standards of the transportation

industry, and within the time limits agreed to by TNS Network Provider

and Shipper.

To the extent applicable, TNS Network Provider and Shipper agree

that this Agreement is entered into pursuant to 49 U.S. Code Section

14101(b) for the purpose of providing and receiving specified services

under specified rates and conditions, and hereby expressly waive,

pursuant to 49 U.S. Code Section 14101(b), any and all rights and

remedies under Part B, Subtitle IV, Title 49, U.S. Code which conflict

with any provision of this Agreement.

TNS Network Provider shall be paid, as its full compensation, solely

on the basis of the Shipper’s TNS Benchmark Rates and their TNS

Contract Rates.

The source for miles to be used in the calculation of compensation for

mileage based rates shall be the then current version of Rand McNally

Mile Maker© reflecting The Household Goods Carriers’ Bureau

Mileage Guide Tariff.

Shipper shall have no obligation with respect to payment to Carriers for

services rendered hereunder, and TNS Network Provider hereby

agrees to indemnify, defend and hold Shipper harmless from and

against any liabilities arising out of any claims by Carriers against

Shipper for compensation due Carriers for services rendered

hereunder.

With respect to the transportation services provided herein, TNS

Network Provider shall comply, and require its Carriers to comply, with

all applicable federal, state and local laws, rules, regulations and

ordinances, including, but not limited to all rules and regulations

promulgated by the DOT and all other Federal and state agencies and

departments having jurisdiction over the transportation services to be

performed.

6. TNS CAPACITY COMMITMENT SERVICE

TNS Shipper will be provided the following TNS Service:

TNS Capacity Commitment ServiceShipper sets their preferred truckload rates in the TNS Benchmark

Rate Table.

Probity will determine which lanes will be accepted for participation in the TNS Capacity Commitment Program based on the truckload rates set by Shipper.

Shipper imports the TNS Capacity Commitment rates into their Transportation Management System on all lanes accepted in the TNS Capacity Commitment Program.

Truckload tenders are transmitted to the TNS Network via the Shipper's Transportation Management System or other approved method.

TNS Network accepts all tender requests.

Shipper can designate "Auto-accept" within their Transportation

Management System.

TNS Network Provider will provide transportation services to Shipper

under the TNS Program, which may include:

I. Less than Truckload “LTL”

II. Van Service

III. Flatbed Service

IV. Temperature Controlled Service

V. Hazmat Truckload Service

(After qualification and review by TNS Network Provider).

7. TNS SHIPPER HANDLING REQUIREMENTS

TNS Shipper will provide all necessary shipping instructions and

properly identify all Goods in the bill of lading or other shipping

instructions.

TNS Shipper will not tender any restricted commodities without properly identifying such shipments and making necessary prior arrangements for transportation, including, but not limited to:

I. Hazardous Materials and Waste

II. Oversize or Overweight Shipments

III. Coiled or Rolled Products

IV. Commodities requiring protection f rom Heat or Cold

If TNS Shipper loads a Motor Carrier’s equipment, TNS Shipper is

responsible for ensuring that Goods are properly and safely loaded,

supported, blocked, braced, and secured.

TNS Shipper will be responsible for expenses arising out of any load

shift that occurs during transportation due to improper or insufficient

loading, blocking, or bracing.

Unless TNS Shipper has requested that TNS Network Provider

arrange for the Motor Carrier to provide driver count services before

dispatch and the Motor Carrier performs such driver count services,

TNS Shipper is responsible for properly counting and recording the

number of pieces transported and applying a protective seal to the

loaded equipment.

TNS Shipper is responsible for checking all empty containers or

trailers tendered for loading and rejecting any equipment that is not in

apparent suitable condition to protect and preserve the Goods during

transportation.




TNS

Terms & Conditions If TNS Shipper requests that TNS Network Provider arrange for

equipment to be dropped at a location for TNS Shipper’s convenience

and left unattended by Motor Carrier, TNS Shipper and its consignors

or consignees will not lose, damage, or misuse the equipment and

TNS Shipper will pay for loss or damage to the equipment occurring

during or as a result of such custody, control, possession, or use of the

equipment.

If a shipment is covered under any law or regulation governing the

transportation of food, including the Food, Drug and Cosmetic Act (21

U.S.C. § 341, et seq.), Food Safety Modernization Act (21 U.S.C. §

2201, et seq.), the Sanitary Food Transportation Act (49 U.S.C. 5701,

et seq.), and the FDA’s Final Rule on the Sanitary Transportation of

Food for Human and Animal Food (21 C.F.R. § 1.900 et seq.)

(collectively, the “Food Safety Laws”) which prohibit the sale or

distribution of unsafe or “adulterated” food, TNS Shipper must specify

the applicable body or bodies of law, statutes and/or regulations on

face of the governing bill of lading for the shipment (“Covered Food

Shipment”). At the time of booking, and prior to loading the goods, TNS

Shipper must further specify in the booking request and on the face of

the governing bill of lading all instructions to be followed by the motor

carriers to maintain the safety of the food, including, without limitation,

all temperature control requirements and temperature control

documentation requirements, including an operating temperature for

the transportation and, when necessary, the pre-cooling phase, all

sanitation requirements and sanitation documentation requirements for

the Covered Food Shipment, including those for the motor carriers’

vehicle and transportation equipment, any design specifications and

cleaning procedures (“Written Instructions”). TNS Network Provider will

assist TNS Shipper in providing any Written Instructions to the motor

carriers transporting TNS Shipper’s food cargo.

If TNS Shipper is loading food shipments into the motor vehicles

transporting the cargo, then TNS Shipper is responsible for ensuring

that the vehicle or other transportation equipment being provided by the

motor carriers meets the requirements specified in the Written

Instructions and are in an appropriate sanitary condition for

transporting the food shipments.

TNS Shipper must also ensure that mechanically refrigerated storage

compartments or containers required in the Written Instructions have

been adequately prepared to transport any temperature-controlled food

being shipped and, if required by the Written Instructions, properly pre-

cooled. Vehicles and other transportation equipment used to transport

food shipments will be deemed acceptable to TNS Shipper unless

otherwise indicated on the governing bill of lading at pickup. TNS

Shipper’s failure to fulfill the obligations under this section will be

considered an act or default of the TNS Shipper, and a defense to any

cargo claim resulting from the condition of the trailer.

If TNS Shipper fails to provide Written Instructions, as provided herein,

TNS Network Provider will not be liable for cargo loss or damage or if

food shipments are deemed “adulterated”, within the meaning of the

Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§ 342(a)(i)(4), 342(i).

If TNS Shipper provides notice of a Covered Food Shipment and

Written Instructions and the safety of any portion of a Covered

Shipment is reasonably called into question, TNS Shipper will be

required to obtain or ensure that the consignee obtains an inspection

by a qualified expert prior to rejecting any portion of a food shipment.

TNS Network Provider will not be responsible for the cost of the

inspection.

None of the provisions in this Agreement in any way limit TNS Shipper’s

obligation to mitigate its damages, including by salvaging all portions of

a cargo shipment for which there is a secondary market.

TNS Shipper is responsible for the recordkeeping obligations of a

“Shipper” under the Food Safety Laws for all food shipments governed

by this Agreement.

8. FUEL SURCHARGE

TNS Network Provider uses an index-based surcharge that is

adjusted monthly. Changes to the surcharge will be effective the

first Monday of each month. The surcharge will be based on

the National U.S. Average on Highway Diesel Fuel Price as

reported by the U.S. Energy Information Administration (EIA).

TNS Network Provider Fuel Surcharge will be set in relation

to the following table:

National U.S. Average On-highway Diesel

Fuel Price ($/Gallon)

At Least: But Less Than: Surcharge:

$1.82 $1.94 4.00%

$1.94 $2.06 4.25%

$2.06 $2.18 4.50%

$2.18 $2.30 4.75%

$2.30 $2.42 5.00%

$2.42 $2.54 5.25%

$2.54 $2.66 5.50%

$2.66 $2.78 5.75%

$2.78 $2.90 6.00%

$2.90 $3.02 6.25%

$3.02 $3.14 6.50%

$3.14 $3.26 6.75%




TNS

Terms & Conditions 9. ACCESSORIAL CHARGES

Stop-offs: $50.00

Out of route Mileage: $1.10/per mile

Detention Charge:

$0.75 per minute after four

(4) hours. Maximumdetention charge shall be$400.00 for a twenty-four(24) period.

Layover charge: $125.00

Re-consignment Fee: Stop-off plus incurred out of line mileage.

Unloading & Lumper: Unloading is not included in the rates. TNS Network Provider will receive approval from Shipper before lumper is hired. Shipper will reimburse for lumper cost upon provision of lumper receipt.

10. MOTOR CARRIAGE

TNS Network Provider will not use any Motor Carrier with an

“unsatisfactory” safety rating. TNS Network Provider will require proof

of insurance and operating authority from each Motor Carrier engaged

by it.

TNS Network Provider agrees to enter into TNS Network Provider

Carrier contracts with its Motor Carriers that comply with all applicable

federal and state regulations and will include substantially the following

provisions:

Motor Carrier Insurance: Each TNS Network Provider - Carrier

Contract will contain the agreement of the Motor Carrier to maintain

insurance coverage with limits not less than the following and to

provide certificates of insurance to TNS Network Provider evidencing

the coverage:

Motor Carriers’ Safety Rating: Each TNS Network Provider - Carrier

Contract will prohibit the Motor Carrier, during the term of its contract

with TNS Network Provider, from having an “unsatisfactory” safety

rating as determined by the FMCSA.

Motor Carrier Waiver: Each TNS Network Provider - Carrier Contract

will state that pursuant to 49 U.S.C. § 14101(b), the parties expressly

waive, to the extent permitted by law, all rights and remedies under

Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the

TNS Network Provider- Carrier Contract.

Equipment: Each TNS Network Provider - Carrier Contract will require

the Motor Carrier to provide safe, operational equipment and not to

supply any trailers or containers that have been used to transport

hazardous wastes (as defined in 40 CFR § 261), trash, or solid or

liquid waste, whether or not defined as hazardous wastes under 40

CFR Part § 261.

11. TIME LIMITS ON PAYMENT RELATED

CLAIMS

If TNS Network Provider or Probity alleges undercharges, duplicate

payment, or over collection, notice of such claims or unidentified

payments must be given within 180 days of receipt of the invoice and a

civil action or arbitration proceeding must be filed within eighteen (18)

months of delivery or tender of delivery of the shipments involved. The

processing, investigation, and disposition of overcharge, unidentified

payment, duplicate payment, or over collection claims will be handled

by TNS Shipper and Probity consistent with the procedures set forth in

49 CFR Part 378.

12. LOSS, DAMAGE & DELAY

TNS Network Provider shall procure and maintain, at no cost to TNS

Shipper, and with reputable and financially responsible insurance

underwriters, the following insurance coverages:

I. Contingent cargo or cargo liability insurance covering risks for

loss of or damage to shipments, in the minimum amount not

less than $100,000 U.S. per shipment;

II. Non-owned and hired automobile liability insurance for bodily

injury (including injury resulting in death) and loss of or

damage to property, in an amount not less than $1,000,000

U.S. combined single limit per occurrence;

III. Commercial general liability insurance covering liability for

bodily injury (including injury resulting in death) and loss of or

damage to property, in an amount not less than $1,000,000

U.S. combined single limit per occurrence, $2,000,000

aggregate;

IV. Employers liability insurance with a minimum coverage limit of

$1,000,000 for each accident, a $1,000,000 policy limit for

disease and a $1,000,000 policy limit for disease on each

employee;

V. Worker’s compensation insurance as required by applicable

law; and

VI. Any additional insurance requirements under any and all

applicable United States, Canada and federal, state,

provincial and local laws, rules and regulations.

TNS Network Provider shall provide Shipper with certificates or other

documentary evidence satisfactory to Shipper of the above

insurance, including new insurance certificates, prior to the policy

expiration date of any coverage during the term of this Agreement.

Upon request, TNS Network Provider shall provide Shipper with a

copy of each such policy.




TNS

Terms & Conditions Cargo Liability of TNS Network Provider: It is understood and agreed

that TNS Network Provider is not a motor carrier or freight forwarder,

and TNS Network Provider will not be held liable for loss, damage, or

delay in the transportation of Goods.

Liability of the Motor Carriers: TNS Network Provider will select only

Motor Carriers that agree to assume the liability of a motor carrier for

full actual value of the Goods, subject to the provisions of the 49

U.S.C. 14706 (or successor regulation to such Carmack Amendment),

up to a maximum liability of $100,000 per shipment. The Motor

Carriers’ cargo liability for any one shipment will not exceed $100,000,

unless TNS Network Provider is notified by TNS Shipper of a higher

value prior to shipment pickup and with reasonable advance notice and

TNS Network Provider and/or the Motor Carrier have accepted the

increased liability.

Time Limits: All cargo claims must be filed by TNS Shipper directly with

the responsible Motor Carrier within nine (9) months of the date of

delivery or expected delivery of the Cargo. Any action at law regarding

a cargo claim must be filed with the Motor Carrier within two (2) years

and one (1) day of the date the Motor Carrier declines to pay any part

of the cargo claim.

Defenses: Unless negligent, the Motor Carriers will not be liable for the

following:

I. Damage to cargo to the extent due to packaging, loading,

unloading, blocking, bracing or securing of the cargo;

II. Inherent vice or defect in the cargo transported, including,

without limitation, rusting of metals, swelling of wood caused

by humidity, moisture or condensation, or deterioration of

perishable products;

III. Act of God or the public enemy; or

IV. An act or default of TNS Shipper, consignor, consignee or

beneficial owner of the cargo.

Disclaimer of Liability for Certain Types of Damages: In no event will

TNS Network Provider or the Motor Carrier be liable to TNS Shipper

for special, incidental, or consequential damages that relate to loss,

damage or delay to a shipment, unless TNS Shipper has informed

TNS Network Provider or the Motor Carrier in written or electronic

form, prior to or when tendering a shipment or series of shipments, of

the potential nature, type and approximate value of such damages,

and the Motor Carrier has specifically agreed in written or electronic

form to accept responsibility for such damages, in which case the

Motor Carrier but not TNS Network Provider may be liable as agreed.

In no event will TNS Network Provider or the Motor Carrier be liable to

TNS Shipper for punitive or exemplary damages that relate to loss,

damage or delay to a shipment.

Refused Shipments –Warehouse Liability: If any consignee refuses to

accept Goods tendered by the Motor Carrier or if such Motor Carrier is

unable to deliver the cargo for any reason outside its control, TNS

Network Provider will notify TNS Shipper promptly of failed delivery

and the reason therefor. Upon notification, TNS Shipper will have three

business days within which to decide whether to store or re-route the

cargo to an alternative destination or back to the TNS Shipper.

At the time of notification to TNS Shipper that the shipment cannot be

delivered, the Motor Carrier’s liability will become that of a

warehouseman. TNS Shipper will be responsible for storage costs and

other reasonable costs incurred by TNS Network Provider for

warehouseman services.

If TNS Shipper gives TNS Network Provider timely disposition

instructions, TNS Network Provider will or will cause the Motor Carrier

to use commercially reasonable steps to abide with such instructions.

TNS Shipper will pay any additional transportation or other costs

incurred in complying with TNS Shipper’s disposition instructions.

13. SURETY BOND

TNS Network Provider will maintain a surety bond or trust fund

agreement as required by the FMCSA and furnish TNS Shipper and

Probity with proof upon request.

14. HAZARDOUS MATERIALS

TNS Shipper must comply with all applicable laws and regulations

relating to the transportation of hazardous materials as defined in 49

CFR §172.101 (or any successor regulation) to the extent that any

shipments constitute hazardous materials. TNS Shipper is obligated to

inform TNS Network Provider immediately if any such shipments do

constitute hazardous materials.

15. SEVERABILITY / SURVIVABILITY

If the operation of any portion of this Agreement results in a violation of

any law, or a court of competent jurisdiction determines any provision

to be invalid or unenforceable, the parties agree that such portion or

provision will be severable and that the remaining provisions of the

Agreement will continue in full force and effect.

16. INDEPENDENT CONTRACTOR

It is understood between TNS Network Provider and TNS Shipper that

TNS Network Provider is not an agent for the Motor Carrier or TNS

Shipper and will remain at all times an independent contractor. TNS

Shipper does not exercise or retain any control or supervision over

TNS Network Provider, its operations, employees, or the Motor

Carriers.

The relationship between TNS Network Provider and Shipper shall, at

all times, be that of independent contractors, and neither party to this

Agreement has the authority to obligate or bind the other party in any

manner whatsoever.

No terms or conditions of this Agreement, or any act or omission of

either party shall be construed for any purpose to express or imply a

joint venture, partnership, principal/agent, fiduciary, or

employer/employee relationship between the parties.

17. NO LIEN

Neither TNS Network Provider nor its Carriers shall have any lien, and TNS

Network Provider, on behalf of itself and its Carriers, hereby expressly waives

its right to any lien on any cargo or other property of Shipper.




TNS

Terms & Conditions 18. TERMINATION OF SERVICE

Notwithstanding any provision to the contrary in this Agreement, TNS

service will be immediately terminated if Shipper:

I. Files a voluntary petition in bankruptcy.

II. Makes an assignment for the benefit of creditors.

III. Enters into receivership.

IV. Is involuntary adjudicated as bankrupt by any court of

competent jurisdiction.

V. Violates any terms or conditions of this Agreement.

Probity Enterprises reserves the right to end service to Shipper. Probity

Enterprises will provide a 15 day written notice to allow Shipper to source

another transportation provider with no interruption of service to

Shipper.

19. NONWAIVER

Failure of any party to insist upon performance of any of the terms,

conditions or provisions of this Agreement, or to exercise any right or

privilege herein, or the waiver of any breach of any of the terms,

conditions or provisions of this Agreement, will not be construed as

thereafter waiving any such terms, conditions, provisions, rights or

privileges, but the same will continue and remain in full force and

effect as if no forbearance or waiver had occurred. No waiver of any

right, power, or privilege hereunder will be binding upon any party

unless in writing and signed by or on behalf of the party against which

the waiver is asserted.

20. NOTICES

All notices and other communications hereunder shall be in writing

and shall be deemed to have been given upon the earlier of actual

receipt or three days after having been mailed by first class mail,

postage prepaid, or twenty-four hours after having been sent by

Federal Express or similar overnight delivery services to Probity or Shipper.

21. FORCE MAJUERE

If performance by one party is affected by any condition beyond the

reasonable control of such party, including fire, labor strife, riot, war,

weather conditions, acts of the public enemy, acts of God, acts of

terrorism, local or national disruptions to transportation networks or

operations, material equipment repairs, fuel shortages, governmental

regulations, or governmental request or requisition for national

defense, and provided that the applicable condition is not attributable

to the acts or omissions of such party, and such party is taking

reasonable measures to remove or mitigate the effects of the

applicable condition, then the performance of obligations under this

Agreement (other than TNS Shipper’s obligation to pay for services

performed) affected by such condition will be suspended during the

continuance of such condition, and such party will promptly notify the

other party of such condition. Such period of suspension will not in

any way invalidate this Agreement, but on resumption of operations,

any affected performance by such party will be resumed. The Motor

Carriers engaged by TNS Network Provider will be permitted an

extension period equal to the period of suspension to complete

shipments adversely affected by the suspension. Neither party will

incur any liability for damages resulting from such suspensions.

22. TNS SERVICE GUARANTEE

TNS Shippers will not be billed on any truckload shipments that are accepted by the TNS Network in which a missed pick-up or delivery occurs. The TNS Service Guarantee will not apply to situations as defined in Section 21. Force Majuere of the TNS Terms & Conditions.

23. TNS TRANSACTION FEE SCHEDULE

All TNS Shipments incorporate a TNS Transaction Fee based on the following TNS Transaction Fee Schedule:

24. CAPTIONS

The captions set forth in this Agreement are for convenience only and

will not be considered a part of this Agreement nor affect in any way

the meaning of the terms and provisions hereof.

25. GOVERNING LAW

This Agreement shall be governed by and enforced in accordance

with the law of the State of Ohio, except to the extent that federal

transportation laws and regulations preempt those laws, without

giving effect to conflict of law provisions which would result in the

application of any law other than Ohio law.




Date post:	29-Jul-2020
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