Drafting Transportation Contracts:

Negotiating Key Terms in Shipper,

Carrier and Broker AgreementsMinimizing Loss and Liability Exposure in the Event of Loss, Damage or Non-Delivery of Goods

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TUESDAY, OCTOBER 2, 2018

Presenting a live 90-minute webinar with interactive Q&A

George Carl Pezold, Senior Member, Pezold Smith Hirschmann & Selvaggio, Huntington, N.Y.

William D. Taylor, Partner, Hanson Bridgett, Sacramento, Calif.

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Drafting Transportation Contracts:Negotiating Key Terms in Shipper,

Carrier and Broker AgreementsStrafford Webinars – October 2, 2018

Speakers:

William D. TaylorHanson Bridgett, LLP

500 Capitol Mall, Suite 1500

Sacramento, CA 95814

Tel: (916) 551-2939

Email: wtaylor@hansonbridgett.com

George C. PezoldPezold, Smith, Hirschmann & Selvaggio, LLC

120 Main Street

Huntington, NY 11743

Tel: (631) 427-010

Email: George.pezold@transportlaw.com

Overview – Purpose and Scope of Webinar

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• To explore and develop today’s emphasis on contract logistics with a focus on commercial motor carrier transportation involving the customer interaction between shippers, carriers and brokers and/or a combination thereof as they seek to align expectations.

• Not unmindful of contract relationships in either modes of transportation: Inland Water Air (Domestic and International) Rail Freight Forwarding (Domestic and International) Private Ocean

• Topics we expect to explore: The evolutionary foundation supporting the development

of contract relationships in transportation – common vs. contract coverage

The parties to such agreements of: Shippers Carriers Brokers

The current and prospective legal standards in the absence of a written contract – common carrier liability exposure:

Drafting due diligence – identifying key and relevant terms and conditions. A risk management assessment from the perspective of shipper, carrier and broker parties to such contracts.

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THE EVOLUTIONARY FOUNDATION SUPPORTING THE DEVELOPMENT OF CONTRACT RELATIONSHIPS

• The Historical Road Leading to Congress’ Mandate to “Commercialize” Surface Transportation;• Contracts Between Shippers and Carriers Were Disfavored and Deemed a Form of Illegal

Discrimination Between Shippers; 1967 Act to Regulate Commerce;• ICC Action to Break Down Barriers to Contracts Between Shippers and Carriers: (a) recognizing

specialty commodities for transportation under contract; (b) Dixie Midwest Express, Inc. Extension, 132 ICC 794 (1982) opens the door for brokers to contract for carrier services

• Congress acts (slowly) to give recognition to contract relationships Motor Carrier Act of 1935; Motor Carrier of 1980 and Staggers Rail Act of 1980;

• Contracts: The Cornerstone of Motor Carrier and Railroad Post‐Deregulation• Despite a Slow Start, Contract Relationships in Surface Transportation Now Dominate the

Industry;• Property Brokers: From “Mom and Pop” to Full Service Logistics Companies; 49 U.S.C. Section

13102(2); • Contracts as a Defense to Undercharge Claims; and,• Proliferation of Contract Resources.

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The Aftermath• The aftermath of the legitimization of contracts to manage

transportation of the goods from origin to destination. Today’s logistics universe consists of integrated and full service and technologically advanced agreements by and between: The Parties:

Shipper‐Carrier Shipper‐Broker Broker‐Carrier Shippers‐IMC/3PLs

Affiliated Operations: Shippers formed affiliated Carriers Shippers formed affiliated Broker/Logistics Entities Carriers formed affiliated Broker/Logistics Entities

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Back-to-Basics:In the Absence of Any Controlling Contract –

What Law Applies – The Common Carrier Alternative

In the absence of a formal Transportation Contract, the Billof Lading, and all of its terms and conditions, comprise theoperational “Contract of Carriage” and, thereby, governs thelegal relationship between the Shipper and the Carrier.

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BASICS: WHAT IS A “BILL OF LADING” ?

We know that the “Bill of Lading” is:

(1) A “CONTRACT OF CARRIAGE” and(2) A “RECEIPT” (for the goods picked up)

But what are the laws, regulations and practicesthat govern the form and content of a Bill of Lading?

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LAWS & REGULATIONSThe “Carmack Amendment”, 49 USC 14706:(1) MOTOR CARRIERS AND FREIGHT FORWARDERS- A carrier providing transportation or service subject to jurisdiction under subchapter I or III of chapter 135 shall issue a receipt or bill of lading for property it receives for transportation under this part.

FMCSA Regulations, 48 CFR § 373.101 – Motor Carrier Bills of LadingEvery motor common carrier shall issue a receipt or bill of lading for property tendered for transportation in interstate or foreign commerce containing the following information:

(a) Names of consignor and consignee.(b) Origin and destination points.(c) Number of packages.(d) Description of freight.(e) Weight, volume, or measurement of freight (if applicable to the rating of the

freight).

NOTE: Although the law requires Carriers to “issue” a BOL, more often than not, Shippersactually “prepare” or “generate” the BOL.

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THE UNIFORM STRAIGHT BILL OF LADING

The Uniform Straight Bill of Lading is published by the National Motor FreightTraffic Association in the National Motor Freight Classification. The NMFC has thefollowing NOTICE:

"Use of the provisions contained in the National Motor Freight Classification –including, but not limited to: commodity descriptions; classes; rules;packaging definitions, specifications and requirements; and bill of ladingformats, terms and conditions – is reserved exclusively for those carriers andtransportation companies that participate, and are so listed, in the NMFC."

Although only 388 interstate carriers (mostly LTL) participate in the NMFC, thisform of the Bill of Lading (or some version thereof) is the most widely used Billof Lading in the industry – including by carriers that are not participatingmembers and by most shippers.

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RECEIVED, subject to individually determined rates or contracts that have been agreed upon in writing between the carrier and shipper, if applicable, otherwise to the rates, classifications and rules that have been established by the carrier and are available to the shipper, on request:

the property described below, in apparent good order, except as noted (contents and condition of contents of packages unknown) marked, consigned, and destined as shown below, which said carrier agrees to carry to destination, if on its route, or otherwise to deliver to another carrier on the route to destination. Every service to be performed hereunder shall be subject to all the conditions not prohibited by law, whether printed or written, herein contained, including the conditions on the back hereof, which are hereby agreed to by the shipper and accepted for himself and his assigns.

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“Traps for the Unwary”(Liability for Loss or Damage)

• Bills of Lading – Terms and Conditions

• The National Motor Freight Classification

• Motor Carrier Rules Tariffs

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Uniform Straight Bill of LadingTerms and Conditions

Section 1(b) - Uniform Straight Bill of Lading:

(b) No carrier shall be liable for any loss or damage or for any delay caused byan Act of God, the public enemy, the authority of law, the act or default of theshipper, riots or strikes, or any related causes. Except in the case ofnegligence of the carrier, the carrier shall not be liable for loss, damage ordelay which results: when the property is stopped and held in transit uponrequest of the shipper, owner or party entitled to make such request; or fromfaulty or impassible highway, or by lack of capacity of a highway, bridge orferry; or from a defect or vice in the property. The burden to prove carriernegligence is on the shipper.

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Carrier’s Tariffs - Typical Liability RulesSection 1 - Liability LimitationsExcept as otherwise specifically provided herein, or modified to the extent specificallyoutlined in participating tariffs, in the event of loss of and/or damage to any shipment,Carrier’s liability will not exceed the lesser of:

1. the actual value of the article(s)2. the lowest released value provided in ABC 100 Series or in STB NMF 100 Series

(Note 3)3. the maximum per pound per lost or damaged package outlined in Table A herein,for the weight of each article tendered on the shipment. Maximum liability will bederived from the actual class of the article tendered (as published in ABC 100 Seriesor in STB NMF 100 Series); or derived from the applicable FAK or class exceptionrating if charges are determined by application of an FAK or class exception rating4. $100,000 per shipment5. any general statutory or regulatory domestic or international cargo liabilitylimitations

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Rules Tariff - Table

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Carrier’s Tariffs - Typical Liability Rules

MEASURE OF DAMAGES1- Whether applicable to new, used, or reconditioned articles,and regardless of NMFC released, declared or actual valueprovisions, Carrier’s liability for any loss, damage, theft, ordestruction of freight shall not exceed the least of the following:

A. The actual cost of the goods supported by a certifiedcopy of the original invoice;

B. The cost of replacement or repair of the lost ordamaged cargo;C. The lowest limited liability amount specified in the Billof Lading, the NMFC, any applicable contract governingthe shipment, any applicable tariff governing theshipment, any applicable limitation of liabilityestablished by any law of Canada or Mexico or anystate or province of Canada or Mexico, or Rules TariffSeries-170-D herein;

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Carrier’s Tariffs - Typical Liability Rules

GENERAL LIMITATIONS OF LIABILITY FOR NEW ITEMS (Subject to Section 3).

Cargo is considered NEW only if (a) it is tendered for transportation directly frommanufacturing facility, and (b) it remains in its original box, carton, or shippingcontainer, and (c) it has never been removed from the manufacturer’s originalpackaging. Except as provided in Section 8 herein (FULL VALUE COVERAGE) or asotherwise provided herein, Carrier’s maximum liability for loss, damage, ordestruction to all or any part of a shipment of NEW articles while in the Carrier’spossession within the points in the U.S. shall be limited to $5.00 per pound perpackage or $50,000.00 per shipment, whichever is lower.

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Carrier Rules Tariffs – Used Articles

LIABILITY LIMITATION - USED ARTICLESSection 3 - Liability--Other Than New Commodities.All commodities other than new, when accepted and transported by Carrier, willbe subject to a maximum liability of $0.10 per pound per lost or damagedpackage unless the shipper has requested excess liability coverage, as providedin Section 2 herein. The maximum liability assumed by Carrier will not exceed$5.00 per pound per lost or damaged package

LIABILITY LIMITATION - USED ARTICLES(c) USED cargo includes all commodities other than new, including but notlimited to internet auctions, interplant moves, articles of household goods,personal effects, antiques, and display or demonstration models, whether listedas such on the Bill of Lading or not. These articles will only be accepted fortransportation as USED cargo. Except as provided in Section 8 of this item(FULL VALUE COVERAGE) or as otherwise provided herein, Carrier's liabilityfor loss, damage, or destruction to all or any part of a shipment of USED articleswhile in the Carrier’s possession within points in the U.S. shall be limited to 10cents (10¢) per pound per package or $10,000.00 per shipment, whichever islower.

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THE NITTY-GRITTYCONFRONTING AND RESOLVING CONTEMPORARY

RISK MANAGEMENT ISSUES IN TODAY’SCONTRACT ENVIRONMENT

• Contract Terms and Conditions evolving and pressing contract issues:

Termination rights ArbitrationChoice of lawCyber SecurityBankruptcyIntellectual PropertyLabor and Employment

IndemnityInsurance (beyond general

liability to more exotic coverage demands)

Representations and warrantiesLimitations of liabilityMisclassification

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Negotiating Freight Claim Terms and Conditions as Part of a Full Service

Transportation Contracts: Who is Doing What to Whom?

1. Common diligence issues:(a) Full liability?(b) Limitations of liability?

(i) How much?(ii) Caps on liability exposure?(iii) Conduct extinguishing the

limitation benefit?• Ordinary Negligence?• Gross Negligence?• Willful Misconduct?

(c) Consequential Damages?(i) Yes?(ii) No?(iii) Perhaps?

(d) Enforcing liability from freight damages toloss of goods in transit.(i) Jurisdiction?(ii) Venue?(iii) Choice of Law?(iv) Consent to Jurisdiction and Services?

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(d) Enforcing liability from freight damages to loss of goods in transit and other contract breaches: Dispute Resolution Options(iv) Consent to Jurisdiction and

Services?(v) Arbitration?

• Yes?• No?• Procedures and form?

AAA? JAMS? Other option? Binding Arbitration?

(vi) Attorneys' Fees?(vii) Time limits to file claim and/or action

to enforce remedies:• Written notice as a precondition to

enforce agreement.• When to sue?

(e) Setting the Contractual Standards of Liability.

(i) Carmack incorporated into contract?

• Foreclose state remedies?• What are the potential issues in

incorporating Carmack?• Waiver under 49 USC 14101?

Yes? No? Partial?

(ii) Tracking Benchmarks in other commercial agreements as a guide for defining liability terms and conditions.

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(f) Indemnity Agreements to protect exposure for or as defenses to liability.

(i) Full indemnity?(ii) Comparable indemnity rights?(iii) One-sided approach?(iv) Subcontracting?

• Yes?• No?• Partial?

(v) Offsets against freight:• Claims?

Yes? No? Perhaps?

• Impact on any liens?(g) Termination.

(i) For cause?(ii) Without cause?

(h) Representations and Warranties.(i) Greater use(ii) Scope(iii) Qualified

(i) Focus on Brokers – Third-party considerations.

(i) Co-brokering?(ii) Payment of foreign Charges -

nonrecourse?(iii) Accepts liability for freight claims –

Narrow scope?(iv) Carrier Selection – negligent

entrustment?(v) Becomes a property broker:

MAP-21 compliance concerns.(vi) Insurance options.

(j) Transportation of Food and related products.

(k) Confidentiality/Trade Secrets.(l) Payment and collection of freight rates.

(i) Recourse?(ii) Non-recourse?(iii) Who pays? Who should pay?(iv) Greater focus on economic due

diligence.

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Drafting a Shipper-Carrier Contract

OBJECTIVES:

• Include all relevant provisions and requirementswithin the “4 Corners” of the agreement

• Clearly specify the obligations of the parties toavoid disputes or litigation

• Avoid “traps for the unwary” and override“carrier friendly” provisions in classifications ortariffs

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Bills of Lading and Receipts

Bill of Lading or Receipt. Each shipment receivedby Carrier shall be evidenced by a bill of lading orreceipt in a form agreed to by the parties, signedby Carrier showing the quantity and description ofgoods, together with any pertinent shippinginstructions. Regardless of the form of the bill oflading or receipt it shall only be evidence ofreceipt of such goods by Carrier in apparentgood order and condition unless otherwisenoted on the face of such bill of lading orreceipt.

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Contract vs. Bill of Lading

Conflict Between Contract and Bill of Lading. It isunderstood and agreed that, in the event of aconflict between this Agreement and the bill oflading, delivery receipt, or other shippingdocumentation, the terms, conditions andprovisions of this Agreement shall solely determineand govern the rights and obligations of the partieshereto, including among other things, theapplicable rates and charges and the liability of theCarrier for cargo loss and damage.

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Incorporation by Reference

Governing Publications; Incorporation by Reference. Tariffs,service guides or similar publications maintained by Carrier arenot applicable to transportation provided pursuant to thisAgreement unless, and to the extent, they are expresslyincorporated herein. If the National Motor Freight Classificationis to be used for the rating of shipments, any reference theretoshall be deemed to mean the current version of NMF 100, andthe section containing the Classification of Articles (Items 1010through 201060), and shall be limited solely for the purpose ofdetermining the Class of an Article described therein.

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Common Carrier Liability

Common Carrier Liability. Carrier agrees that, in thetransportation of all goods hereunder, it assumes the liability ofa common carrier for actual loss, as provided in 49 U.S.C. §14706 (the "Carmack Amendment"), such liability to exist fromthe time of the receipt of any of said goods by Carrier untilproper delivery has been made. Carrier shall not be liable forany loss, damage, injury to, or delay of a shipment caused byan Act of God, the public enemy, the authority of law, theinherent vice of the goods, or the act or default of theshipper, and where the Carrier is free from negligence, it beingunderstood that the burden to prove freedom fromnegligence is on the Carrier.

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Measure of Damages

Measure of Damages. The measure of damages for loss ordamage shall be: (1) for outbound shipments of goods sold to acustomer, the invoice price to the customer or (2) for shipmentsof goods not sold to a customer, the manufactured cost or inventoryvalue of the goods.

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Limitation of Liability

Notwithstanding any other provision of this Agreement, inconsideration of the rates agreed upon by the parties,Carrier's liability for loss, damage, or delay shall belimited to $25.00 per pound, per article lost or damaged, andfurther subject to a maximum liability of $100,000 for allshipments in a single trailer or container. If Shipper wishes toobtain additional liability coverage, this will be done on anindividual shipment basis and subject to prior agreementbetween the parties.

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Limitation of Liability – Used Items

Carrier's liability for used items shall be limited to a value of$5.00 per pound, provided, however, that used items whichhave been reconditioned, rebuilt, refurbished, orremanufactured in any way and not further used prior toshipment will not be considered used.

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Insurance

General Requirements.(1) Commercial General Liability Insurance, including

Contractual Liability Coverage covering liability assumed underthis Agreement in the amount of $1,000,000 per occurrence.

(2) Automobile Liability Insurance covering all owned,leased, hired, and non-owned vehicles with limits of at least$1,000,000 per occurrence, which shall comply with theregulations of the FMCSA as set forth in 49 CFR Part 387.

(3) Workers' Compensation Insurance, in compliance withall applicable state and federal laws.

(4) Cargo Liability Insurance, covering loss or damage togoods in transit, in a minimum amount of $100,000 peroccurrence.

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Indemnity

By Carrier. Carrier shall indemnify, defend and hold harmlessShipper, its agents and employees from any claims, liability orexpense, including attorneys' fees and costs of defense, arising outof claims by third parties and caused by or resulting from Carrier'snegligent performance of, or failure to perform, its obligations underthis Agreement, except to the extent caused by the negligence ofShipper, its agents or employees.

Comparative Negligence. Should there be shared liability causedby the joint negligence of the parties, the indemnity obligations ofthis section shall be determined according to the principles ofcomparative negligence.

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Carrier Obligations

Safety Management Controls. Carrier warrants and representsthat it has a "Satisfactory" safety rating from the FMCSA and willmaintain a "Satisfactory" safety rating at all times while thisAgreement is in effect. If Carrier should receive a "Conditional" or"Unsatisfactory" safety rating, or is declared "Unfit" or "Out ofService" by the FMCSA, Carrier shall promptly notify Shipper andshall not accept any further shipments without Shipper's expresswritten permission, and this Agreement may be terminated byShipper for cause as provided in Section ___.

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Carrier Obligations

Damaged Shipments; Salvage. In the event of damage togoods bearing Shipper's label, trademark or brand name, andShipper determines that there is a reasonable likelihood ofproduct liability claims, warranty problems, or potential injury toits trademark or brand name, Shipper shall have the right todecide whether or not the goods may be salvaged. Otherwise,Shipper shall take reasonable measures to make suchdamaged goods saleable (by repairing, cleaning, repackaging,etc.) if this can be done at reasonable expense, but shall havethe right to destroy or dispose of such goods if it cannot bedone.

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Carrier Obligations

Consumer Packages. Carrier agrees and acknowledges thatdamage to retail packaging of consumer goods bearingShipper's name or trademark may make the goodsunsalable and essentially worthless. Shipper shall takereasonable measures to make such damaged goodssaleable (by cleaning, repackaging, etc.) if this can be doneat reasonable expense, but shall have the right to destroyor dispose of such goods if it cannot be done.

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Carrier Obligations – TL Contracts

Shipper Load & Count, Sealed Trailers. If Carrier receives a fulltruckload shipment that has been loaded, counted and properlysealed by the shipper, Carrier will not be held responsible forshortages if: (a) a notation is entered on the bill lading that theshipment is "SL&C", (b) the shipper's seal number is noted on thebill of lading, (c) the trailer is delivered with original seal intact,and (d) there is no evidence or any notation at the time of deliverythat there may have been tampering with trailer doors, locks orseals. Carrier will, however, remain liable for damage resultingfrom collision, upset, rough handling, fire, water exposure orsimilar causes.

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Carrier Obligations – TL Contracts

Food Security. Carrier acknowledges that exposure of food andfood-related products to possible contamination by foreignsubstances may render product worthless and/or unsuitablefor its intended use. Any unexplained break in the chain ofcustody of products tendered to Carrier for transportation, orshipments delivered with broken or missing seals, may berejected due to the possibility of adulteration or contaminationand, if so, there shall be no duty to mitigate loss and suchproduct may require destruction or disposal without anysalvage.

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Carrier Obligations – TL Contracts

Temperature Abuse; Delay. Carrier agrees andacknowledges that exposure of food and food products toimproper temperatures or unreasonable delay may causespoilage or affect the quality, flavor, consistency or shelf life,render product unsuitable for human consumption or itsintended use and therefore worthless, and may be rejected bythe consignee, in which case such product may requiredestruction or disposal without any salvage.

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Carrier Obligations - Brokering

Brokering. If Carrier should directly or indirectly subcontract orbroker any shipment to another carrier, Carrier shall assume fullresponsibility and liability for the acts and omissions of the carrierhandling the shipment as though Carrier transported the shipmentitself. Under no circumstances will Carrier's obligations under thisAgreement, including but not limited to its liability to third parties orits liability for loss, damage or delay to property, be affected ordiminished by reason of its brokering shipments to another carrier.

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Carrier Obligations - Payment

Payment to Carrier. Carrier shall be solely responsible tocompensate its subcontractors as per its separate agreementswith such parties. Payment to Carrier shall be conclusivelypresumed to be payment to its subcontractors, including but notlimited to pickup or delivery agents, rail carriers and otherservice providers. Carrier shall hold harmless, defend andindemnify Shipper against any claims for freight or accessorialcharges from such subcontractors.

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Drafting a Shipper-Broker Contract

OBJECTIVE: Clearly specify Broker’s obligations.

• Exercise due diligence in carrier selection

• Assume liability for loss or damage

• Specify what Broker should require in its contracts withcarriers

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Shipper-Broker Contract: Broker’s Obligations

Carrier Selection. Broker agrees and warrants that in theselection of carriers to transport Shipper's goods it will observeand enforce the following procedures:

(1) Registration. Broker shall verify that all carriersare currently registered with the FMCSA and/or state regulatoryagencies as required by applicable federal and/or state law.

(2) Safety Management Controls. Broker shall nottender any shipment to a carrier that has its operating authorityrevoked or suspended, or receives a "Conditional" or"Unsatisfactory" rating (as defined in 49 CFR 385.3) or isdeclared "Unfit" or "Out of Service" by the FMCSA.

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Shipper-Broker Contract: Carrier Liability

Common Carrier Liability. It is understood and agreed thatthe Broker assumes the same liability as a common carrier forfull actual loss as provided in 49 U.S.C. § 14706 (the "CarmackAmendment"), for any loss or damage to Shipper's goods thatare transported pursuant to this Agreement, provided thatBroker shall not be liable for any loss or damage to a shipmentcaused by an Act of God, the public enemy, the authority of law,the inherent vice of the goods, or the act or default of theshipper. Broker's liability shall not be limited to damagescaused by its negligent acts or omissions or breach of its dutiesas a broker. The obligations assumed hereunder by Broker areindependent of, and in addition to, any obligations or liability ofthe carriers that may be engaged by Broker.

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Shipper-Broker Contract: Claims Against Carriers

Claims Against Carriers. Broker shall be responsible for allclaims against the responsible carriers, including filing,communication with carriers and collection of claims. Broker'sliability under this section shall not be dependent on its ability torecover from carriers. Shipper will assist Broker in the processingof claims when requested by Broker. Notwithstanding, Shipperreserves the right to recover its claims for loss, damage, or delaydirectly from the responsible carriers, provided that the exerciseof Shipper's right to recover claims directly shall, under nocircumstances, be deemed or construed as a waiver of Shipper'srights and remedies as against Broker.

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Shipper-Broker Contract: Surety Bond & Insurance

A. Surety Bond. Broker shall maintain a broker's surety bond that shallmeet or exceed the requirements of the FMCSA as specified in 49 C.F.R.Sec. 387.307 and/or any state regulatory bodies having jurisdiction overbroker operations, and Broker shall furnish Shipper with proof thereofduring the existence of this Agreement.

B. Insurance. Broker also agrees to acquire and maintain, during theterm of this Agreement, the following insurance coverage:

(1) Commercial General Liability Insurance in the minimumamount of $1,000,000 per occurrence.

(2) Automobile Liability Insurance covering all owned, leased,hired and non-owned vehicles with limits of at least $1,000,000 peroccurrence, and

(3) Broker’s Contingent Cargo Insurance in the amount of not lessthan $100,000 per shipment, covering loss or damage to Shipper'sgoods while in transit.

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Shipper-Broker Contract: Broker’s Obligations

No Recourse. Broker shall include a provision in its contractswith carriers (or its carrier rate confirmation) stating substantiallyas follows:

"Carrier agrees that it will look solely to Broker for thepayment of its charges and that it will not contact or pursueBroker's customers or the shipper or consignee for paymentof freight, accessorial or other charges owed to Carrier."

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Shipper-Broker Contract: Broker’s Obligations

”Double Brokering”. Broker shall contract only with the actualcarrier that will transport the shipment and shall require that itscarrier does not subcontract or "double broker" the shipment toanother carrier. If Broker's carrier should subcontract or"double-broker" any shipment, Shipper shall have no obligationto make payment of freight charges to Broker or its carrier andshall have the right to make payment of freight charges directlyto the actual carrier that transported the shipment.

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