Terms & Conditions

These Terms and Conditions ("Agreement") govern the use of freight brokerage services provided by Flair 3PL Inc. ("Flair 3PL," "we," "us," or "our") to shippers, carriers, and any other party ("you" or "Client") engaging our services. By tendering a shipment, accepting a load, or otherwise engaging with Flair 3PL, you agree to be bound by this Agreement in its entirety.

Please read this Agreement carefully. If you do not agree to these terms, do not use our services.

Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Broker" means Flair 3PL Inc., a licensed property freight broker operating under authority granted by the Federal Motor Carrier Safety Administration (FMCSA) and, where applicable, Transport Canada.
• "Shipper" means any person, company, or entity that tenders freight to Flair 3PL for transportation arrangement.
• "Carrier" means any federally or provincially licensed motor carrier, intermodal carrier, air carrier, ocean carrier, or other transportation provider engaged by Flair 3PL to transport freight on behalf of a Shipper.
• "Freight" means any goods, commodities, merchandise, or property tendered for transportation under this Agreement.
• "Bill of Lading (BOL)" means the document issued by the Carrier or Broker that serves as a receipt of freight, a contract of carriage, and a document of title.
• "Proof of Delivery (POD)" means documentation confirming that freight was delivered to the consignee.
• "Rate Confirmation" means the written agreement between Flair 3PL and a Carrier setting out the agreed compensation for a specific shipment.

Broker Status & Licensing

Flair 3PL operates exclusively as a property freight broker, not as a motor carrier. Flair 3PL arranges for the transportation of freight by licensed third-party carriers but does not itself transport, handle, load, or unload any freight unless explicitly agreed in writing.

Flair 3PL holds all required operating authorities and licenses, including but not limited to its FMCSA Broker Authority. Flair 3PL maintains a surety bond or trust fund in compliance with applicable federal regulations.

Services

Flair 3PL provides freight brokerage services including, but not limited to:

• Arrangement of Full Truckload (FTL) and Less-Than-Truckload (LTL) transportation
• Partial load and consolidated freight services
• Over-the-road (OTR) and drayage services
• US–Canada cross-border transportation including customs coordination
• Specialized freight including flatbed, temperature-controlled (reefer), and dry van
• Document management including BOL and POD handling

All services are subject to availability and Flair 3PL's ability to secure a qualified Carrier. Flair 3PL makes no guarantee of capacity on any specific lane or at any specific time.

Shipper Obligations

By tendering freight to Flair 3PL, the Shipper agrees to the following:

• Accurate Freight Description: Shipper shall provide complete, accurate, and lawful descriptions of all freight, including weight, dimensions, commodity type, class, and any special handling requirements. Misrepresentation of freight characteristics may result in additional charges, refusal of shipment, or voiding of cargo claims.
• Proper Packaging: Shipper is solely responsible for ensuring freight is properly packaged, secured, and labeled to withstand normal transportation conditions. Damage resulting from inadequate packaging is not the liability of Flair 3PL or the Carrier.
• Hazardous Materials Disclosure: Shipper must declare all hazardous materials in full compliance with applicable regulations (49 CFR, TDGR, IATA, or IMDG as applicable) prior to tender. See Section 10.
• Timely Pickup Readiness: Freight must be ready for pickup at the agreed time and location. Detention charges incurred due to Shipper delays will be passed through to the Shipper.
• Payment: Shipper agrees to pay all freight charges, accessorial fees, and applicable taxes within the terms specified in Section 6.
• Authority to Ship: Shipper warrants that it has the legal authority to tender the freight for transportation and that the freight does not violate any applicable law or regulation.

Carrier Obligations

Carriers engaged by Flair 3PL agree to the following terms, which are incorporated into each Rate Confirmation:

• Active Authority: Carrier warrants that it holds valid operating authority, is registered with the FMCSA (and applicable Canadian authorities for cross-border moves), and maintains all required permits and endorsements.
• Insurance: Carrier shall maintain insurance in the amounts specified in Section 9 and shall provide certificates of insurance upon request.
• No Double-Brokering: Carrier shall not re-broker, subcontract, or assign any load tendered by Flair 3PL to any third-party carrier without Flair 3PL's prior written consent. Violation of this provision is grounds for immediate termination and may subject Carrier to liability for all resulting damages.
• Driver Qualification: All drivers operating under loads arranged by Flair 3PL must be qualified under applicable FMCSA regulations, including hours-of-service requirements.
• Communication: Carrier shall provide load status updates as requested and shall notify Flair 3PL immediately of any delays, accidents, cargo damage, or other incidents affecting the shipment.
• Documentation: Carrier shall provide signed BOLs and PODs to Flair 3PL within the timeframe specified on the Rate Confirmation.

Freight Charges & Payment

Shipper Payments: Freight charges are due and payable within 30 days of the invoice date unless otherwise agreed in writing. Invoices not paid within terms are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance.

Carrier Payments: Flair 3PL will remit payment to Carriers within the terms set out in the applicable Rate Confirmation, typically 30 days from receipt of a complete invoice package including signed BOL and POD.

Accessorial Charges: Additional charges including but not limited to detention, layover, lumper, fuel surcharge, residential delivery, liftgate, redelivery, storage, and hazmat fees are the responsibility of the Shipper and will be invoiced separately.

Disputed Invoices: Any invoice dispute must be submitted in writing within 15 days of the invoice date. Disputes submitted after this period are deemed waived. Flair 3PL will investigate and respond to disputes within 10 business days.

Collections: Flair 3PL reserves the right to pursue collection of overdue amounts, including engaging collection agencies and recovering reasonable legal fees and court costs.

Cargo Claims & Liability

Carrier Liability: The Carrier is the responsible party for cargo loss or damage that occurs while freight is in its possession. Cargo claims are governed by the terms of the applicable BOL, tariff, and applicable law (including the Carmack Amendment, 49 U.S.C. § 14706, for US interstate shipments).

Claim Filing: Shippers must file written cargo claims directly with the Carrier and provide a copy to Flair 3PL within 9 months of the date of delivery (or scheduled delivery in the case of non-delivery). Civil actions must be commenced within 2 years from the day the Carrier disallows the claim.

Broker Liability: Flair 3PL is not liable for cargo loss, damage, or delay as a broker. Flair 3PL will reasonably assist Shippers in pursuing claims against Carriers but does not assume carrier liability.

Concealed Damage: Any concealed damage must be noted on the delivery receipt and reported to Flair 3PL within 5 business days of delivery. Failure to do so may prejudice or void the cargo claim.

Indemnification

Each party ("Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, and successors ("Indemnified Party") from and against any and all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• The Indemnifying Party's breach of this Agreement
• The negligence, gross negligence, or willful misconduct of the Indemnifying Party
• Any violation of applicable law or regulation by the Indemnifying Party
• Inaccurate or incomplete freight descriptions provided by the Shipper
• Improper packaging, loading, or securing of freight by the Shipper or its agents
• Unauthorized re-brokering or subcontracting by a Carrier

This indemnification obligation shall survive the termination or expiration of this Agreement.

Insurance Requirements

All Carriers engaged by Flair 3PL must maintain the following minimum insurance coverages and provide certificates naming Flair 3PL as a certificate holder:

• Commercial Auto Liability: Minimum $1,000,000 per occurrence (US); $2,000,000 CAD (Canada)
• Cargo Insurance: Minimum $100,000 per occurrence
• General Liability: Minimum $1,000,000 per occurrence
• Workers' Compensation: As required by applicable law

Higher coverage limits may be required for specialized, high-value, or hazardous commodities. Flair 3PL reserves the right to require additional coverage at its discretion.

Shippers are responsible for obtaining their own cargo and property insurance. Flair 3PL does not provide cargo insurance on behalf of Shippers.

Dangerous Goods & Hazardous Materials

The transportation of hazardous materials (HAZMAT) and dangerous goods (DG) is subject to strict regulatory requirements under:

• 49 CFR Parts 100–185 (US Department of Transportation)
• Transportation of Dangerous Goods Act and Regulations (Canada)
• IATA Dangerous Goods Regulations (air freight)
• IMDG Code (ocean freight)

Shippers must disclose all HAZMAT/DG content to Flair 3PL prior to tendering the shipment. Proper shipping names, UN numbers, hazard class, packing group, and emergency contact information must be provided. All required placards, labels, and documentation are the sole responsibility of the Shipper.

Flair 3PL reserves the right to refuse or cancel any shipment that contains undisclosed dangerous goods. Shippers will be fully liable for all fines, penalties, damages, and costs resulting from non-compliant HAZMAT shipments.

Cross-Border Shipments (US–Canada)

For shipments crossing the US–Canada border, the Shipper is responsible for:

• Providing accurate and complete commercial invoices, packing lists, and any required import/export documentation
• Ensuring goods comply with all applicable import and export regulations of both countries
• Payment of all applicable customs duties, taxes, tariffs, and brokerage fees unless otherwise agreed in writing
• Obtaining any required permits, licenses, or certifications for controlled, restricted, or prohibited goods

Flair 3PL may coordinate with licensed customs brokers on behalf of the Shipper as an accommodation service; however, Flair 3PL is not a licensed customs broker and assumes no liability for customs delays, seizures, assessments, or penalties.

Delays at the border due to incomplete documentation, customs examination, or regulatory holds are not the responsibility of Flair 3PL or the Carrier.

Force Majeure

Neither party shall be liable for failure or delay in performance to the extent caused by circumstances beyond that party's reasonable control, including but not limited to: acts of God, natural disasters, severe weather events, pandemics, strikes or labor disputes, government actions, war, terrorism, border closures, infrastructure failures, or capacity shortages in the transportation market.

The affected party shall promptly notify the other party in writing of the force majeure event and its anticipated duration. Both parties shall use commercially reasonable efforts to mitigate the effects of the force majeure event. If the event continues for more than 30 days, either party may terminate the affected shipment arrangement without penalty.

Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement, including but not limited to: freight rates, lane data, customer lists, carrier lists, pricing strategies, business processes, and technology.

Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law or regulation. Each party shall use confidential information solely for the purpose of performing its obligations under this Agreement.

Non-Solicitation: During the term of any active engagement and for a period of 12 months thereafter, neither party shall directly solicit or conduct business with the other party's customers or carriers that were first introduced through the relationship established under this Agreement, without prior written consent.

Confidentiality obligations shall survive the termination of this Agreement for a period of three (3) years.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• FLAIR 3PL'S TOTAL LIABILITY TO ANY PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FREIGHT CHARGES PAID TO FLAIR 3PL FOR THE SPECIFIC SHIPMENT GIVING RISE TO THE CLAIM.
• FLAIR 3PL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• FLAIR 3PL IS NOT LIABLE FOR DELAYS IN TRANSIT, MISSED APPOINTMENTS, OR PRODUCTION SHUTDOWNS CAUSED BY LATE DELIVERY.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for certain damages. In such jurisdictions, liability is limited to the fullest extent permitted by law.

Dispute Resolution

Negotiation: The parties agree to first attempt to resolve any dispute through good-faith negotiation between senior representatives of each party within 30 days of written notice of the dispute.

Mediation: If negotiation is unsuccessful, either party may request non-binding mediation administered by a mutually agreed mediator. Costs of mediation shall be shared equally.

Arbitration: If mediation fails to resolve the dispute within 60 days, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association (AAA) or, for disputes arising in Canada, the ADR Institute of Canada. The arbitration shall be conducted in English. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver: Each party waives any right to participate in a class action lawsuit or class-wide arbitration in connection with any dispute under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles, except where US federal transportation law (including the Carmack Amendment or FMCSA regulations) mandates otherwise for US interstate shipments.

For US domestic shipments, applicable provisions of federal transportation law shall govern cargo liability. For all other matters, Ontario law applies.

Amendments & Entire Agreement

Flair 3PL reserves the right to modify these Terms and Conditions at any time. Updated terms will be posted on our website with a revised effective date. Continued use of our services after any such modification constitutes acceptance of the updated terms.

This Agreement, together with any executed Rate Confirmation, Service Agreement, or other written addendum, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written.

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Contact Information

For questions, disputes, or notices under this Agreement, please contact Flair 3PL at:

• Company: Flair 3PL Inc.
• Email: legal@flair3pl.com
• Phone: +1 (208) 440-3535
• Address: Tracy, CA, United States

All legal notices must be submitted in writing and will be deemed received upon confirmed delivery.