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Carrier Terms And Conditions

Broker/Motor Carrier Transportation Terms and Conditions


Sherpa Auto Transport, LLC (“Sherpa”) is a fully licensed and bonded auto transportation broker (USDOT broker license # 4085166; MC # 1555035). These Broker/Motor Carrier Transport Terms and Conditions (the “Agreement”) govern the Services (as defined in this Agreement) provided by you, as the cargo transporter (referred to herein as “Carrier”, “you”, or “your”).


  1. Acceptance of Agreement. By clicking to accept or agree to the Agreement and the Load when this option is made available to you, you: (i) acknowledge that you have read and understand this Agreement in its entirety; (ii) accept and agree to be bound by this Agreement in its entirety; (iii) are entering into a legally binding contract with Sherpa; and (iv) acknowledge that, except as otherwise expressly provided, this Agreement is solely between you and Sherpa. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHALL NOT ACCEPT THE LOAD OR PROVIDE THE SERVICES.


  1. Definitions. For this Agreement, the following terms have the meanings ascribed to them below:


  1. “Customer” means the party who has engaged Sherpa to arrange for the provisions of Services.
  2. “Load” means the description of the Services to be provided as posted by Sherpa to the Load Platform (defined below), which includes, at a minimum, identification of the Vehicle(s) and the requested pickup/delivery locations and dates.
  3. “Services” means the transportation and related services to be provided by Carrier with respect to the Vehicle(s) as specified in the Load accepted by Carrier.
  4. “Vehicle(s)” means, as appropriate, one or more vehicle(s) identified in an accepted Load for which Carrier agrees to provide Services.


  1. Services. Sherpa is a transportation broker which arranges for third party motor carriers to provide auto/cargo transportation for its Customers, in accordance with its role as legally defined under 49 U.S.C. § 13102 Definitions (2), 49 C.F.R. §371.2 and 49 U.S.C. § 14501(c)(1).


  1. Acceptance of Load. After you initially express interest in a posted Load, if the Load is still available and Sherpa wishes to engage you to provide Services for that Load, Sherpa will send you an email (“Verification Email”) containing the Load information and the fees you can earn in return for providing Services for that Load. At that time, you must review and confirm your information and acceptance of the fee by clicking through the Sherpa website as directed in the Verification Email and accepting the Load. Upon accepting the Load on the Sherpa website, Sherpa will formally offer the Load to you via Central Dispatch (located at or such other industry recognized load platform in use by Sherpa from time to time (each a “Load Platform”). You will then accept the Load via the Load Platform.  Upon the offer and acceptance via the Load Platform you will be awarded the Load and Sherpa thereby engages you to provide, and you agree to provide, the Services as specified in the Load. By accepting the Load, you:
    1. accept and agree to the terms of the Agreement as described in Section 1 of this Agreement;
    2. agree to add Sherpa Auto Transport, LLC as a certificate holder on your insurance policies in accordance with Section 13 of this Agreement;
    3. represent that all information you provide to Sherpa is complete and accurate;
    4. agree to the fees as payment in full for the Services provided for that Load;
    5. you authorize us to provide your contact information and additional details to the Customer; and
    6. acknowledge and agree that Sherpa is solely responsible for obtaining the order from the Customer that results in the Load and Sherpa has no further duties under this Agreement except as expressly set forth herein.


  1. Duties. In performing the Services, Carrier agrees to assume and perform the duties and service standards set forth herein.


  1. Perform the Services in a professional, honest, and timely manner.
  2. Interact with Sherpa and the Customer in a polite and respectful manner.
  3. Comply with all applicable laws, including, without limitation, licensing of drivers, traffic laws, and all other laws governing the operation of the Carrier while providing the Services, and maintain a satisfactory USDOT safety rating.
  4. Comply with the terms of the Load, including, without limitation, being on time and in the correct location for pickup/delivery.
  5. Maintain a clean transport vehicle in good mechanical working condition (including all parts of the tractor, cab and the trailer).
  6. If Carrier will be late to a pickup/delivery or will need to alter a pickup/delivery location for any reason, you must notify Sherpa and the Customer as soon as reasonably possible after you become aware that you will be late or required to make that change. If an alternative pickup/delivery location is necessary, Carrier will attempt to make the actual pickup and delivery location as close to the address requested as possible, taking transportation restriction laws and safety into account.
  7. You must notify Sherpa and the Customer in writing immediately upon determining that you believe the Load should result in additional charges due from the Customer in accordance with Section 6 of this Agreement.
  8. Carrier will be named on the Bill of Lading for the Load as the “carrier of record”.



Pickup. Carrier shall contact the Customer at least 24 hours prior to expected arrival for pickup to inform the Customer of the estimated pickup time and location, provide Carrier’s contact information, including cell phone number, and provide any additional information requested by Customer. Carrier shall contact the Customer again 3 hours prior to arrival for pickup to confirm the pickup time and location.


  1. Carrier must verify the identity of the individual providing the Vehicle(s) for pickup (it must be the Customer or an individual over the age of 18 designated by the Customer).
  2. Prior to loading the Vehicle(s), Carrier must verify that the Vehicle(s) presented for pickup matches the specifications of the Vehicle(s) provided on the Verification Email. If the specifications of the Vehicle(s) do not match, Carrier must immediately contact Sherpa and may not load the Vehicle(s) until Sherpa confirms in writing that the difference is resolved.
  3. Prior to loading the Vehicle(s), you should inspect the Vehicle(s) to ensure it(they) has been properly prepared by the Customer for transport, including:
    1. all loose parts, fragile accessories and low hanging spoilers, etc. were removed or properly secured;
    2. all non-permanent, outside mounted luggage and other racks were removed;
  • Vehicle(s) is(are) in good working condition (unless noted on the Load Verification Email) and contain(s) sufficient fuel;
  1. alarm systems are disarmed or you have been provided with keys and arming/disarming instructions;
  2. Vehicle(s) is(are) free of all sensitive materials, and dangerous or illegal items (including, but not limited to, explosives, guns, ammunition, fireworks, flammable materials, alcohol, legal or illegal drugs, money, legal or financial documents, pets, plants, sensitive or fragile materials, or unlawful contraband); and
  3. Subject to compliance with subsection (v) above, Customer may include up to one hundred pounds (100 lbs) of personal belongings that must be stored in the trunk or secured below the window line of each Vehicle for no additional fee.
  1. Prior to loading the Vehicle(s), conduct a full inspection of the Vehicle(s) for existing exterior damage. Record the results of this inspection on the Bill of Lading and require Customer to sign the Bill of Lading acknowledging the existing condition of the Vehicle(s). After you have also signed the Bill of Lading, provide a fully legible copy (photographic if the Bill of Lading does not include carbon copies) of the fully signed Bill of Lading to the Customer and Sherpa.
  2. Within a reasonable amount of time following pickup of the Vehicle(s) (no later than 2 hours after pickup), you must notify Sherpa of the actual pickup time and accurately document the pickup details in the Load Platform.


Delivery. Carrier shall contact the Customer at least 24 hours prior to expected arrival for delivery to inform the Customer of the estimated delivery time and location and provide any additional information requested by Customer. Carrier shall contact the Customer again 3 hours prior to arrival for delivery to confirm the delivery time and location.


  1. Immediately upon unloading the Vehicle(s) from the transport trailer, conduct a full inspection of the Vehicle(s) for any exterior damage that may have been caused during transport. Record the results of this inspection and notate any new damage to the Vehicle(s) (as compared to the condition of the Vehicle(s) at the time of pickup) on the Bill of Lading. Require Customer to sign the Bill of Lading acknowledging the condition of the Vehicle(s) at time of delivery. After you have also signed the Bill of Lading, provide a fully legible copy (photographic if the Bill of Lading does not include carbon copies) of the fully signed Bill of Lading to the Customer and Sherpa.
  2. Within a reasonable amount of time following delivery of the Vehicle(s) (no later than 2 hours after delivery), you must notify Sherpa of the actual delivery time and any other information that may be relevant to the Load, including, without limitation, any delivery issues experienced and possible damage claims by Customer, if known. You must also accurately document the delivery details in the Load Platform.



  1. Fees. The fee for providing the Services on each Load will be set forth in the Verification Email and on the Sherpa website before you accept the Load. By accepting the Load, you agree that the presented fee from Customer constitutes payment in full for Services rendered with respect to that Load except as otherwise expressly set forth in this Agreement. You may impose additional charges only if the Vehicle(s) is(are) not as described in the Load posting. Prior to imposing additional charges, you must notify the Customer and Sherpa of the circumstances that merit the additional charge and the proposed additional fee to be charged.  All additional charges must be mutually agreed to by the Customer and Sherpa in writing prior to loading the Vehicle(s)


Unless Sherpa has agreed to collect your fees for providing the Services on the Load, the Customer is fully responsible for payment of the fee to the Carrier along with any additional charges incurred in accordance with this Agreement. If Sherpa agreed to collect your fees for the Load, such fees will be sent to you upon Sherpa’s receipt of confirmation of delivery of the Vehicle(s) and Sherpa in its sole discretion reserves the right to withhold all or a portion of the fee in the event of a dispute between you and the Customer regarding the delivery of the Vehicle(s). You also agree that Sherpa has the right in its sole discretion to offset your fee against any damage or other loss claimed by the Customer.  Sherpa shall have no other obligations with respect to your fee, including to verify or determine the extent of Customer complaints or claims. Unless otherwise agreed by you, you will collect payment from Customer in full by cash or Certified Check upon delivery of the Vehicle(s). Customer has been made aware that failure to remit the fee when due may result in storage of the Vehicle(s) at Customer’s expense until the balance is paid in full. Sherpa shall in no event be responsible for payment of your fee or any other charges arising from or related to the Load.


Carrier is solely responsible for all costs and expenses (including, without limitation, equipment, personnel, licensure, insurance, and maintenance) incurred by Carrier arising from or related to providing the Services regarding the Load and you hereby accept the fees as payment in full satisfaction for your services.


Breach of this Agreement, including failure to meet pickup/delivery time estimates in a timely manner or provide pickup/delivery time or location estimates that are reasonably close to those requested by Customer may result in a reduction of the fee due to Carrier.


  1. Order Changes and Cancellation. At any time prior to pickup of the Vehicle(s), Sherpa in its sole discretion may cancel the Load for any reason whatsoever without liability or legal obligation to Carrier. If Carrier cancels the Load or fails to arrive at the scheduled pickup location reasonably close to the agreed upon pickup date and time without contacting Sherpa and Customer in advance, Carrier will be charged a $200 cancellation/delay fee. The cancellation/delay fee will be due to Sherpa within seven (7) days after Sherpa notifies you that a cancellation/delay fee has become due. Failure to remit the cancellation/delay fee when due will result in you being awarded no additional Loads until the cancellation/delay fee is paid in full.


  1. Carrier Licensure; Representations and Warranties. Carrier represents and warrants to Sherpa that:


  1. it is registered with the Federal Motor Carrier Safety Administration and the Carrier’s Motor Carrier number and US DOT number provided to Sherpa in connection with acceptance of the Load are accurate, current, and in good standing;
  2. it currently operates as a licensed motor carrier of property and, as of the time of accepting the Load and all times during performance of the Services, is and will be fully qualified in all respect to transport freight as required by this Agreement and the Load;
  3. every operator of its vehicles in connection with the Load are duly licensed to operate the vehicles and perform the Services hereunder;
  4. it currently maintains a satisfactory USDOT safety rating;
  5. it maintains insurance as required by Section 13 of this Agreement; and
  6. Carrier shall endeavor to maintain a satisfactory U.S. DOT Safety Rating but under no circumstances is Carrier allowed to provide Services under this Agreement if their safety rating falls to “unsatisfactory.”


  1. Confidentiality. Carrier acknowledges that, in connection with this Agreement and the performance of its Services, Carrier will have access to and receive confidential information of Sherpa that is not readily available to the public and Sherpa treats as confidential, including, without limitation, information about Sherpa’s business, including the terms and conditions of this Agreement and the Load, rates, services, personnel, systems, and the Customer (including names, addresses (electronic or otherwise), telephone numbers, and Vehicle(s) information) (collectively, “Confidential Information”). Carrier agrees that it will safeguard the security of the Confidential Information to the same extent it would safeguard the security of its own confidential information, in any event using no less than a commercially reasonable degree of care, and, except with the prior written consent of Sherpa, will not disclose to third parties or otherwise use any of the Confidential Information.


  1. No Re-brokering/Sub-contracting. Sherpa has engaged Carrier to perform the Services on the Load and the Services on the Load shall be performed only on equipment operated by Carrier. Re-brokering, double brokering, or sub-contracting the Load, and the provision of Services by any third party is not permitted under any circumstances and if Carrier violates this provision Carrier agrees to Indemnify, defend and hold harmless Sherpa pursuant to the terms of Clause 18 of this Agreement.


  1. No Solicitation. Carrier acknowledges that the efforts of Sherpa resulted in (i) Customer first becoming known to Carrier and (ii) Carrier providing the Services on the Load to Customer. Carrier further acknowledges that Sherpa’s business would be irreparably harmed as a result of Carrier soliciting Customer in any manner to provide services similar to those provided pursuant to this Agreement. For a period of one year from completion of the Load, Carrier shall not, directly or indirectly, solicit Customer to provide transportation services similar to the Services provided pursuant to this Agreement.


  1. Waiver of Rights. Notwithstanding any provision of this Agreement to the contrary, to the fullest extent permitted by law, Carrier hereby expressly waives all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with this Agreement.


  1. Insurance. Carrier shall carry all insurance coverage required by applicable law for the provision of Services on the Load as set forth in the Verification Email. Carrier acknowledges that the minimum required insurance coverage includes: (i) Motor Truck Cargo insurance or a superior equivalent, with limits for the full value of the cargo under carriage subject to a minimum limit never less than US$100,000 per shipment, a deductible no greater than US$10,000 per shipment and at least the same coverage limit and deductible per shipment while in storage or at a storage facility enroute to the consignee, (ii) Commercial Automobile Liability insurance with a combined single limit of not less than US$1,000,000 per occurrence and without aggregate limits, (iii) Commercial General Liability insurance, in a limit of not less than US$1,000,000 per occurrence, (iv) Worker’s Compensation insurance in the amounts required by statute, and Employer’s Liability insurance with limits not less than US$500,000 per occurrence, and (v) if Carrier provides Services for hazardous materials under United States Department of Transportation (“DOT”) regulations, public insurance including Commercial Automobile insurance limits at $5,000,000 each occurrence, as required for the commodity transported under 49 C.F.R § 387.7 and 387.9 (or successor regulations thereto) and pertaining to the hazard classification of the cargo as defined by DOT, an MCS-90 and Broadened Pollution Liability endorsements for full policy limits.   Carrier shall, prior to providing Services pursuant to this Agreement, name Sherpa as a certificate holder on the foregoing insurance policies,) and shall cause its insurance company to issue a certificate to Sherpa, evidencing the foregoing.


  1. When Carrier provides Services that involve origins and destinations solely within Canada, Carrier shall be current in its remittances to the appropriate Worker’s Compensation Board of the Carrier’s province, shall provide a certificate issued by the appropriate Worker’s Compensation Board of the Carrier’s province certifying that the Carrier is not delinquent and is current in its remittances to that authority, and shall have such other insurance or higher coverage limits required by applicable Canadian national or provincial law or regulation.  Insurance will meet or exceed the requirements of federal, state and/or Provincial regulatory bodies having jurisdiction over Carrier’s performances pursuant to this agreement.


  1. During this Agreement’s term, the insurance policies required hereunder and any replacement policies will (i) insure the interests of Sherpa and, (ii) cover all drivers, equipment and cargo used in providing Services and (iii) not contain any exclusions or restrictions as to designated premises or project, pertaining to unattended equipment or cargo, for unscheduled equipment, for unscheduled drivers or cargo, for fraud or infidelity, for tarp warranty, for wetness or dampness, for geographical location in the United States, for trailers unattached to the power unit, for a particular radius of operation, or otherwise reduce the amount of or preclude coverage with respect to the Services. Carrier shall maintain insurance policies that, at a minimum, meet the foregoing requirements, as such laws requiring such coverage may be amended from time to time. All insurance required by this Agreement must be written by an insurance company having an A.M. Best rating of “A” or better and must be authorized to do business under the laws of the state(s) in which Carrier will provide the Services as specified Verification Email. Carrier’s insurance shall be primary and required to respond and pay prior to any other available coverage. Carrier agrees that Carrier, Carrier’s insurer(s), and anyone claiming by, through or under Carrier shall have no claim, right of action, or right of subrogation against Sherpa, its affiliates, or the Customer based on any loss or liability arising under the insurance stipulated herein. Carrier shall, prior to providing Services pursuant to this Agreement, name Sherpa as a certificate holder on the foregoing insurance policies and shall cause its insurance company to issue a certificate to Sherpa, evidencing the foregoing. Additionally, Carrier shall cause its insurance company to notify Sherpa in writing at least thirty (30) days prior to any cancellation, change or non-renewal of each of the submitted insurance policies.




  1. Damages; Disclaimer and Limitation of Liability. Carrier assumes full responsibility and liability for all losses, damages or destruction of the Vehicle(s), other property, and otherwise arising out of or related to the Services, from the time the Vehicle(s) loading process commences at the pickup location to the time the Vehicle(s) has(have) been unloaded at the delivery location. If Customer submits a claim for damages, or expresses a desire to submit a claim for damages, Carrier shall make its insurance policy information available to Customer so as to permit the Customer to submit the claim to the Carrier’s insurer.


Sherpa disclaims all liability and responsibility arising from or connected to the Services, including, without limitation, any damage or loss to THE CARRIER’S PROPERTY, THE Vehicle(S), personal property, and any other property, whether owned by CUSTOMER, CARRIER, or any other party. Sherpa shall not be liable or responsible for any loss or damage arising out of or related to any delay for any reason. THE sole remedy for all damage to THE CARRIER’S PROPERTY, THE Vehicle(S) and any other property and any other loss relating to or arising out of the Services and transport of the Vehicle(S) is against the CARRIER, INCLUDING CARRIER’S INSURANCE POLICIES. Sherpa shall not be liable or responsible for any damage arising out of or related to, in whole or in part, the negligence of carrier or customer, nor breach of this Agreement by carrier, nor breach of the agreement with customer by customer, worn and/or broken Vehicle parts, weather, hail damage, or other Acts of God. UNDER NO CIRCUMSTANCES WILL SHERPA OR ITS AFFILIATES BE LIABLE TO carrier OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, or related to, THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING ShERPA’S NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT, or related to, THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.


  1. Indemnity. Carrier agrees to defend, indemnify and hold Sherpa, its parents, subsidiaries, affiliates and other related entities, and the officers, directors, employees and agents of each of the foregoing (the “Indemnified Parties”) harmless from all losses, damages, liabilities, injuries, death, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by any of the Indemnified Parties (collectively, “Losses”) arising out of or relating to (i) any violation of this Agreement by Carrier ; (ii) bodily injury or death of any person or damage to real or tangible, personal property resulting from your provision of the Services; (iii) your material breach of any representation, warranty or obligation set forth in this Agreement; and (iv) any other Losses brought about by the Customer that is not otherwise covered by any of the foregoing. Each of the Indemnified Parties reserves the right, at the expense of Carrier and its insurance company, to, upon notice, assume the exclusive defense and control of any matter subject to indemnification hereunder.


  1. Miscellaneous. Sherpa reserves the right to cancel any order and/or terminate this Agreement at any time for any reason. This Agreement constitutes the entire agreement between Sherpa and you with respect to the Services, and supersede all prior, contemporaneous or subsequent understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. If there is any conflict between this Agreement and any other rules or instructions posted on the Sherpa website or your order form, this Agreement shall control. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party. Carrier will perform the Services as an independent contractor. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between or among any of Sherpa, the Carrier, and the Customer. Carrier agrees to assume full responsibility for the payment of all local, state, federal and intra-provincial payroll taxes, and contributions or taxes for unemployment insurance, worker’s compensation insurance, pensions, and other social security or related protection with respect to the persons engaged by Carrier for Carrier’s performance of the Services. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Florida and USC section 14501 ( c)(1) and other pertinent subparts relating to transportation brokers without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other state jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the federal courts of the United States District Court for the Southern District of Florida Miami Division or the courts of the State of Florida, located in the City of Miami, Florida and Miami Dade County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Notwithstanding the foregoing, you agree that Sherpa shall be entitled to apply for any remedies or other legal relief in any jurisdiction at its sole discretion. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Services must be commenced within two (2) years after the cause of action accrues, or such action will be permanently barred. If any portion of this Agreement is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of this Agreement will otherwise remain in full force and effect.  Carrier may not assign its rights or obligations under this Agreement without the prior written consent of Sherpa. For the avoidance of doubt, Sherpa may assign this Agreement and/or any or all of its rights and/or obligations hereunder without the need for notice or consent of Carrier. Sherpa’s failure to insist upon or enforce any provision of this Agreement shall not be construed as a waiver of any provision or right. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of this Agreement, will survive the termination of this Agreement and termination of the Services. All headings included in this Agreement are included for convenience only, and shall not be considered in interpreting this Agreement. All rights and remedies available to Sherpa, pursuant to this Agreement or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to Sherpa. Except as otherwise expressly set forth herein, there shall exist no right of any person (third-party beneficiary rights), other than the Carrier and Sherpa, to claim a beneficial interest in this Agreement or any rights occurring by virtue of this Agreement. The Customer and the Indemnified Parties are express third-party beneficiaries of this Agreement.



Last updated: 11/20/2023


*End of Agreement*