TERMS & CONDITIONS

Effective Date: 1/2/2026

RECITALS

WHEREAS, Customer is a shipper, consignor, consignee, property broker, freight forwarder, or other party 

with a legal or beneficial interest in cargo that Customer desires to have transported and/or to have 

transportation arranged;

WHEREAS, Cargo Express Freight Corp. (“CEFC”) is a federally licensed property broker that arranges 

transportation of cargo through third-party transportation providers;

WHEREAS, Cargo Express Freight Transportation Inc. (“CEFP”) is an authorized motor carrier that may, 

when designated, perform transportation services under its own operating authority;

WHEREAS, Customer may interact with Cargo Express through websites, portals, booking tools, tracking 

systems, documentation tools, and third-party software platforms licensed or subscribed to by Cargo 

Express (collectively, the “Platforms”);

WHEREAS, the Parties desire to define their respective rights, responsibilities, risk allocation, billing 

rules, claims procedures, and dispute mechanisms;

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

1. PARTIES & LEGAL STATUS

1.1 Cargo Express Freight Corp.

• SCAC: CEFC

• FMCSA Broker Authority (MC): 747777

• USDOT: 2248894

• Role: Property Broker

Cargo Express Freight Corp. is a federally licensed transportation freight broker that arranges 

transportation services on behalf of its customers and does not operate as a motor carrier.

1.2 Cargo Express Freight Transportation Inc.

• SCAC: CEFP

• FMCSA Motor Carrier Authority (MC): 878149

• USDOT: 2527771

• Role: Motor Carrier

Cargo Express Freight Transportation Inc. is a federally authorized motor carrier that may provide 

transportation services under its own operating authority.

1.3 Legal Distinction of Entities

Cargo Express Freight Corp. and Cargo Express Freight Transportation Inc. are separate and legally 

distinct entities, each operating under its own authority, EIN, and regulatory framework. Each entity may 

independently contract with Customer, extend credit, and issue invoices under its own legal name and 

systems.

Any reference herein to “Cargo Express,” “we,” or “us” is for convenience only and shall not be 

construed to create joint liability, agency, partnership, bailment, or expanded responsibility, nor to 

merge or alter the legal distinction between broker and motor carrier roles, except as expressly set forth 

in a written agreement or personal guaranty executed by Customer or its principals.

1.4 Applicability and Incorporation

These Terms & Conditions apply to, and are incorporated by reference into, all credit applications, rate 

confirmations, shipment tenders, bills of lading, invoices, and related transportation documents issued 

by either entity, and are publicly posted on Cargo Express’s website.

Each Cargo Express entity acts solely in its respective capacity with respect to any transaction 

governed by these Terms.

2. ACCEPTANCE OF TERMS

Customer agrees to be legally bound by these Terms by any act evidencing assent, including but not 

limited to:

• submitting a credit application (electronic or paper);

• clicking “I Agree,” “Accept,” or similar acknowledgment;

• booking, modifying, or canceling a Shipment;

• presenting freight for pickup;

• permitting a carrier to take possession of freight;

• paying any invoice; or

• accessing, viewing, or using Cargo Express’s website, Platforms, tools, or information, 

whether or not a shipment is booked.

Execution of this document is not required for acceptance.

Electronic signatures, clickwrap acceptance, audit logs, timestamps, IP/device records, and electronic 

records are binding and admissible under the E-SIGN Act and Texas Uniform Electronic Transactions 

Act (TUETA).

Refusal to sign a credit application does not negate acceptance if services are used. Cargo Express may 

require prepayment or refuse service in its discretion.

3. ELIGIBILITY & BUSINESS-USE ONLY

Customer represents and warrants that:

• Services are used solely for commercial/business purposes;

• individuals acting on Customer’s behalf have authority to bind Customer;

• entering into these Terms does not violate other agreements.

To the maximum extent permitted by law, consumer protection laws do not apply.

4. ROLE DETERMINATION – ABSOLUTE BROKER / CARRIER FIREWALL

Each Shipment is either brokered or carrier-performed, never both.

4.1 Brokered Load

• Broker: CEFC

• Carrier: third-party carrier shown on the Bill of Lading

• Cargo liability: Carrier only

4.2 Carrier Load

• Carrier: CEFP

• Cargo liability: governed by CEFP terms and applicable law

Shared branding, personnel, systems, or facilities do not create joint liability.

5. BROKER SERVICES – CEFC

5.1 Broker Status

CEFC acts solely as a transportation broker. CEFC does not transport freight, take custody or control, act 

as a bailee, or assume Carmack liability.

All cargo claims must be pursued solely against the Carrier.

5.2 Right to Refuse Shipments

CEFC may refuse or cancel any Shipment at any time without liability.

5.3 Carrier Tariffs

Carrier tariffs apply only to carrier handling and cargo claim processing.

Customer is responsible for obtaining and reviewing tariffs. Tariffs do not override payment terms, 

venue, liability limits, jury waiver, arbitration, or no-setoff provisions herein.

5.4 Bills of Lading

Unauthorized alteration or use of a BOL, tendering to an unauthorized carrier, or use of an unauthorized 

BOL voids all rate quotes and obligations of Cargo Express.

5.5 Charges

Customer is liable for all transportation, fuel, accessorial, governmental, and post-delivery charges. 

Cargo Express may re-invoice for incorrect information or additional services.

5.6 PAYMENT TERMS 

All charges are due net fifteen (15) days, without offset, deduction, or withholding.

Past-due balances accrue 1.5% per month (or maximum allowed by law).

Payments apply to the oldest invoice.

5.7 Credit Approval & Electronic Payments

Credit terms are discretionary and revocable. Customer authorizes electronic debits for all charges and 

adjustments.

5.8 Invoice Disputes

Invoice disputes must be made in writing within seven (7) calendar days or are conclusively accepted.

Customer must pay all undisputed amounts when due.

5.9 Liens

Cargo Express holds a lien on freight and on cargo claim proceeds or insurance recoveries for all 

amounts owed, including goods in actual or constructive possession. Cargo Express may require 

advance payment to protect lien rights.

5.10 Pay-First Claims Rule 

Timely payment of all undisputed and past-due amounts is a condition precedent to any claims 

assistance.

For the avoidance of doubt, Cargo Express shall have no obligation whatsoever to open, initiate, 

submit, transmit, investigate, follow up on, negotiate, coordinate, or otherwise assist with any cargo 

claim, insurance claim, or claim-related correspondence unless and until all undisputed and past-due 

amounts owed by Customer to Cargo Express are paid in full, or unless Cargo Express expressly agrees 

in writing to alternative payment arrangements.

5.11 Materiality; Construction; Authority

Liability limits are material terms. No rule of strict construction applies. Any person acting for Customer 

warrants authority to bind Customer.

6. CARRIER SERVICES – CEFP

6.1 Released Value

Unless higher value is declared and accepted in writing before pickup, liability is limited to $0.50 per 

pound per shipment.

6.2 Shipper Load & Count

All Shipments are shipper load & count. Sealed shipments bar concealed damage claims absent seal 

break notation.

6.3 Cargo Insurance

CEFP maintains $100,000 cargo insurance. Insurance does not expand liability.

7. ACCESSORIAL CHARGES

Customer agrees to pay all accessorials, including detention, TONU, reweigh, reclass, liftgate, 

residential, limited access, inside service, tarping, hazmat, oversize/overweight, fuel and regulatory 

surcharges.

8. SELF-SERVICE, PLATFORMS & ACCOUNT SECURITY

Cargo Express uses third-party SaaS Platforms. Customer receives no ownership interest.

Customer is responsible for credential security and all actions taken under its credentials.

Platforms are provided AS IS / AS AVAILABLE. Cargo Express is not liable for outages, cyber incidents, or 

third-party failures absent gross negligence.

No scraping, automation, or reverse engineering without written authorization.

9. CLAIMS, DISPUTES & TIME LIMITS

• Brokered loads: claims against Carrier only

• Carrier loads: subject to released value and Carmack

• General claim notice (non-cargo): 90 days

• Claims assistance request: 48 hours from delivery

• Overcharge/undercharge claims: 180 days

• Lawsuits/arbitration (non-cargo): 1 year

• No setoff, no withholding, no chargebacks

Customer must verify driver identity at pickup.

10. GUARANTEED SERVICES

Guaranteed service applies only if purchased. Sole remedy is refund of the guarantee fee. Claim window 

10 business days.

11. PROHIBITED / RESTRICTED COMMODITIES

Prohibited unless approved in writing: currency, securities, precious metals, firearms, explosives, 

hazardous waste, cannabis/THC products, live animals, human remains, perishable or temperaturecontrolled goods, shipments over $100,000, and goods requiring special handling or security.

12. CO-BROKER / INTERMEDIARY CUSTOMERS

If Customer is a broker or forwarder:

• authority and bond must be maintained;

• payment to Cargo Express is unconditional regardless of Customer being paid;

• no pass-through terms allowed;

• Customer indemnifies Cargo Express for downstream disputes.

13. CONFIDENTIALITY & DATA USE

All pricing, lane data, and operational information is confidential. No disclosure, benchmarking, or 

misuse.

14. AUDIT & VERIFICATION

Cargo Express may audit shipments and rely on third-party records. Audit results bind billing.

15. SANCTIONS & EXPORT COMPLIANCE

Customer warrants compliance and indemnifies Cargo Express for violations.

16. FORCE MAJEURE

No liability for events beyond reasonable control, excluding payment obligations.

17. LIMITATION OF LIABILITY

CEFC liability capped at brokerage fees paid. CEFP capped by released value.

No consequential, incidental, special, or punitive damages.

18. INDEMNIFICATION

Customer shall defend and indemnify Cargo Express from all claims arising from Customer acts or 

breaches.

19. DISPUTE RESOLUTION

19.1 Jury Trial Waiver

ALL PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

19.2 Arbitration & Class Action Waiver

At Cargo Express’s election, disputes may be arbitrated.

All class, collective, or representative actions are waived.

20. ELECTRONIC COMMUNICATIONS

Customer consents to electronic and SMS communications related to services.

21. BLIND SHIPMENTS

No guarantee of confidentiality for blind shipments.

22. USE OF CUSTOMER NAME / LOGO

Unless prohibited in writing, Cargo Express may use Customer’s name and logo for marketing.

23. WAIVER OF RATE DISCLOSURE

Customer waives rights under 49 C.F.R. §371.3 to audit broker-carrier rates.

24. NO AGENCY

No partnership, joint venture, or employment relationship is created.

25. SEVERABILITY & NO WAIVER

Invalid provisions do not affect the remainder. Failure to enforce is not a waiver.

CARGO EXPRESS FREIGHT GROUP MASTER SHIPPER TERMS & CONDITIONS

26. GOVERNING LAW & VENUE

Texas law governs. Exclusive venue in Dallas County, Texas or U.S. District Court – Northern District of 

Texas. 

27. SURVIVAL & ENTIRE AGREEMENT

Payment, liens, liability limits, claims procedures, indemnification, arbitration, and venue survive 

completion. These Terms supersede all conflicting customer terms unless signed by an authorized Cargo 

Express officer.

APPENDIX A – DEFINITIONS

For purposes of these Shipper Terms & Conditions (the “Agreement”), the following capitalized terms 

shall have the meanings set forth below. Defined terms may be used in the singular or plural as the 

context requires.

“Accessorial Charges”: Means any charge in addition to base linehaul transportation, including but not 

limited to detention, layover, truck ordered not used (TONU), reweigh, reclassification, dimensional or 

linear footage charges, cubic capacity charges, redelivery, storage, freight hold, liftgate service (pickup or 

delivery), residential or limited-access service, inside service, appointment scheduling or missed 

appointments, driver assistance, pallet exchange, sort and segregate, tarping or untarping, oversize or 

overweight handling, hazardous materials handling, after-hours or weekend service, deadhead, fuel 

surcharges, regulatory surcharges, congestion surcharges, border or port fees, permit costs, escort fees, 

tolls, scale tickets, trailer wash fees, or any other similar or ancillary charges assessed by a Carrier or 

incurred in connection with a Shipment.

“Agreement”: Means these Master Shipper Terms & Conditions, including the Recitals, all numbered 

Sections, this Appendix A, and any schedules, exhibits, addenda, or policies expressly incorporated by 

reference, as amended from time to time in accordance with the Agreement.

“Bill of Lading” or “BOL”: Means any bill of lading, receipt, manifest, shipping document, or similar 

instrument used in connection with the transportation of a Shipment, whether generated by Customer, a 

Carrier, Cargo Express, or a Platform, and whether in paper or electronic form.

“Broker”: Means Cargo Express Freight Corp. (CEFC), acting solely in its capacity as a federally licensed 

property broker.

“Brokered Load”: Means any Shipment for which CEFC arranges transportation by a third-party Carrier 

and for which CEFC does not act as the motor carrier.

“Carrier”: Means (i) Cargo Express Freight Transportation Inc. (CEFP) when CEFP is the transporting 

motor carrier, and/or (ii) any third-party motor carrier, rail carrier, intermodal provider, or other 

transportation provider that physically transports a Shipment.

“Carrier Load”: Means any Shipment transported under CEFP’s motor carrier operating authority.

CARGO EXPRESS FREIGHT GROUP MASTER SHIPPER TERMS & CONDITIONS

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“Cargo Express”: Means, collectively, Cargo Express Freight Corp. (CEFC) and Cargo Express Freight 

Transportation Inc. (CEFP), solely for convenience of reference and without creating joint liability, agency, 

partnership, or merged obligations.

“Customer”: Means the shipper, consignor, consignee, property broker, freight forwarder, intermediary, 

or other party tendering a Shipment, requesting Services, accessing Platforms, or otherwise accepting or 

using the Services, including any of Customer’s officers, employees, agents, contractors, authorized 

users, or representatives.

“Fees”: Means all rates, charges, Accessorial Charges, surcharges, penalties, interest, administrative 

fees, collection costs, attorneys’ fees, and any other amounts payable by Customer to Cargo Express in 

connection with the Services.

“Platform” or “Platforms”: Means Cargo Express’s websites, portals, booking tools, tracking systems, 

documentation tools, and any third-party software, SaaS applications, or technology solutions licensed 

or subscribed to by Cargo Express and used to facilitate the Services.

“Released Value”: Means the agreed limitation of cargo liability applicable to a Carrier Load, unless a 

higher value is expressly declared by Customer in writing and accepted in writing by Cargo Express prior 

to pickup, which released value is $0.50 per pound per Shipment, based on the actual weight of cargo 

lost or damaged.

“Services”: Means, collectively, (i) brokerage services provided by CEFC, (ii) motor carrier transportation 

services provided by CEFP when applicable, and (iii) related services including booking, documentation, 

billing, claims assistance (if any), platform access, and customer support.

“Shipment”: Means any cargo, goods, or freight tendered for transportation or arranged transportation 

pursuant to this Agreement, whether as a Brokered Load or a Carrier Load.

“Tariffs”: Means any carrier rules tariffs, general rules tariffs, service guides, circulars, classifications, 

pricing provisions, or similar documents published or adopted by a Carrier and applicable to the Carrier’s 

transportation services, handling procedures, or cargo claim processing.

“Undisputed Amount”: Means the portion of an invoice that Customer does not dispute in good faith 

and in writing within the time limits set forth in this Agreement.

“Writing” or “Written”: Means any communication reduced to tangible or electronic form, including 

email, electronic platform messages, digital signatures, and electronically stored records, and shall be 

deemed to satisfy any requirement for written notice or agreement under this Agreement.