Carrier rate confirmation terms
Velocity, Execution, Operations d/b/a VEXO Logistics · MC-1730101
These are the full terms identified by the dated link on new rate confirmations using this version. Review them together with both pages of your rate confirmation before signing. The identified terms for an accepted load apply to that load. A later website revision does not change an existing agreement.
01. Acceptance and scope
This Rate Confirmation is between Velocity, Execution, Operations d/b/a VEXO Logistics (VEXO) and the motor carrier identified in this Rate Confirmation (Carrier) for the stated commercial freight shipment. Carrier may decline before acceptance. Signing, electronic acceptance, an unequivocal acceptance email, or dispatch toward pickup or taking freight after receiving this complete document constitutes acceptance. VEXO must issue complete commercial details before dispatch; blanks do not authorize VEXO to insert new terms after acceptance. Household goods and passenger services are excluded.
02. Contract priority and changes
Mandatory law controls. Next in priority are a mutually signed broker-carrier master agreement and amendments; the accepted load-specific details in this Rate Confirmation and written amendments to them; these attached terms; and VEXO Carrier Terms VEXO-CT-2026.07.25, only if supplied to Carrier before acceptance. No unseen website revision is incorporated. A master agreement may be varied only as it permits. Bills of lading record receipt and delivery but do not amend agreed rates, liability or broker status. Later material changes require mutual written acceptance.
03. Independent carrier and operational control
VEXO arranges transportation as a property broker under MC-1730101. Carrier performs transportation under its own authority and controls drivers, equipment, routing, rest, maintenance, lawful hours and safe operation. Carrier is an independent contractor, not VEXO's employee or agent, and cannot bind VEXO or any customer. Status monitoring, check calls and appointment coordination do not transfer operational control. No minimum volume, exclusivity or continuing tender obligation is created.
04. Authority and identity verification
Carrier shall maintain all required U.S., Canadian, provincial and local authorities, registrations, permits, safety certificates and carrier codes throughout performance. The accepted legal name, USDOT or MC identity and performing carrier must match verified onboarding records. Immediately report authority or insurance changes, out-of-service orders, identity compromise or a safety restriction affecting the load. VEXO may verify identity, authority and equipment before release of pickup information. Verification does not relieve either party of its own legal duties.
05. No rebrokering or unauthorized transfer
Carrier must use its own employees or bona fide leased owner-operators operating under Carrier's authority and responsibility. No brokering, rebrokering, subcontracting, interlining, trip-leasing to another authority, assignment of transportation duties or transfer of custody is allowed without VEXO's prior written consent naming the actual performing carrier. A dispatch agent cannot tender the freight onward. Approval does not release Carrier from agreed duties. Unauthorized transfer is a material breach; recovery is limited to lawful, documented remedies without double recovery.
06. Drivers and safe legal service
Carrier must supply qualified, licensed and legally eligible drivers with adequate lawful hours, including two qualified drivers where team service is expressly required. Comply with applicable hours-of-service, ELD, drug and alcohol, inspection, weight, securement and workplace rules. Refuse unsafe or unlawful instructions and promptly tell VEXO. No appointment, delivery demand, tracking request or threatened deduction requires a violation. Carrier shall propose a lawful revised ETA and stop safely whenever conditions require.
07. Insurance requirements
Unless higher limits are agreed or required by law, Carrier shall maintain automobile liability of USD 1,000,000 per occurrence, cargo coverage of USD 100,000 per shipment, commercial general liability of USD 1,000,000 per occurrence, and workers' compensation and employers' liability as applicable. These are contractual minimums. Coverage must apply to accepted commodities, equipment, territories and operations, including refrigeration or theft risks where relevant. Provide insurer-issued evidence and requested endorsements; promptly disclose lapses, material exclusions or reductions. Insurance is not a cargo liability limit.
08. Tender review and change control
Before accepting, verify addresses, stop sequence, appointments, commodity, weight, dimensions, equipment, cargo value, handling and border requirements. Report missing or inconsistent information before dispatch or loading. Estimated mileage and weight are planning information, not a warranty of route legality or a fixed payable quantity. Material changes to scope, capacity, dates, destinations or special handling require an accepted written amendment. Do not follow diversion or payment-change instructions without independent verification through a known VEXO contact.
09. Equipment and environmental compliance
Provide the specified roadworthy trailer and equipment, with adequate capacity, door clearance and securement devices. Food-grade equipment must be clean, dry, pest-free, odor-free and free of contamination or holes. Confirm prior-load restrictions, washout needs, PPE, loading method and facility rules. Carrier is responsible for applicable emissions and equipment requirements, including California CARB and transport refrigeration unit rules where applicable; provide compliance information when requested. Do not substitute equipment or drivers without notifying VEXO and obtaining approval of material changes.
10. Pickup inspection and shipping documents
At pickup, compare the freight and bill of lading with the tender. Verify accessible counts, apparent condition, packaging, weight, references and temperature instructions. Record visible exceptions before signing and obtain facility acknowledgement where possible. If loading or counting is inaccessible, record the actual limitation, such as shipper load and count; do not certify an unobserved count as verified. Notify VEXO of discrepancies before departure. Carrier shall identify itself as actual motor carrier on receipts and bills of lading.
11. Weight and cargo securement
Carrier shall check legal gross and axle weights, load distribution, trailer capacity and securement, and use compliant straps, bars, chains, dunnage or other required devices. Arrange a scale check when reasonably necessary and report overweight or unsafe loading promptly. Do not proceed unlawfully while awaiting a commercial decision. Request correction and written direction before rework, redelivery or added charges. Shipper loading or a sealed trailer does not remove duties within Carrier's control; inaccessible loading must be documented.
12. Seals and cargo security
Record the original seal on shipping documents and verify integrity at handoffs. Do not break or replace a seal without authorized direction, except for a lawful authority inspection or a genuine safety emergency. Record the reason, place, time, official or authorizing person, and old and new seal numbers; send supporting evidence promptly. Maintain locks and reasonable theft prevention, use secure parking, and do not leave loaded equipment unprotected. Report suspected diversion, fictitious pickup, theft or a seal mismatch immediately when safe.
13. Appointments and stop sequence
Follow the accepted stop order and each facility's stated local time zone. Appointment and first-come-first-served windows are distinct; confirm check-in procedures and reference numbers. Report arrival, loaded departure, delivery and empty departure. Do not make an unapproved early delivery, change an appointment or omit a stop. Notify VEXO as soon as a delay is foreseeable, with cause and revised ETA. Facility delays, refused entry and unavailable appointments must be documented so VEXO can coordinate instructions and mitigate cost.
14. Tracking and communications
Use the tracking method and check-call interval agreed in the load instructions and agreed charge schedule, starting at dispatch and ending after final delivery. Carrier shall secure all lawful notices and permissions for driver and device data; shipment visibility is not consent to unrelated marketing. If tracking fails, promptly notify VEXO and use manual updates until restored. Provide accurate status and ETA; do not spoof location. Drivers must not read, type or handle messages while driving. Use a dispatcher or communicate while safely and lawfully stopped.
15. Delivery exceptions and disposition
Obtain a legible receiver signature, printed name, date, arrival and departure times, quantities and exceptions on every required POD. Do not sign on the receiver's behalf or conceal a shortage, damage or refusal. Report overage, shortage, damage, seal issues or rejected freight before leaving when safe. Protect cargo while seeking prompt instructions; do not abandon, sell, salvage, destroy, return, transload, cross-dock or warehouse it without written authorization, except to meet law or an immediate safety need. VEXO and Carrier shall reasonably mitigate delay and loss.
16. Incidents and emergency response
For accident, theft, spill, injury, contamination, reefer failure, government hold or threatened loss, protect people, contact emergency services where appropriate, secure the freight and notify VEXO immediately when safe. Provide available facts, location, photos, driver contact and a written incident report within 24 hours. Preserve records and cooperate with lawful investigations. Carrier may take reasonable urgent protective action when approval cannot safely be obtained; report the action and costs promptly. No commercial approval substitutes for emergency or regulatory duties.
17. Rate basis and currency
The total in the load details is the agreed compensation in the stated currency for the stated scope. A flat rate includes ordinary line haul, fuel, tolls, equipment, driver expense and operating costs unless a separate charge is expressly listed. For an agreed mileage, weight or count basis, state the unit rate and measurement method and reconcile against verified quantities. Separately itemize any legally payable taxes. No tariff, invoice notation, oral promise or unilateral surcharge changes the accepted rate.
18. Accessorial authorization
Detention, layover, TONU, lumper, driver assist, stop-off, washout, storage, redelivery, reconsignment, permits, border or other extra charges require an agreed schedule in the load instructions and agreed charge schedule or advance written approval by an authorized VEXO representative. Quote the basis and maximum amount before incurring cost; notify VEXO promptly if circumstances change. Preserve receipts and service evidence. Necessary emergency mitigation and mandatory legal rights are not defeated solely by lack of advance approval. Avoid duplicate charges for the same time or service.
19. Detention eligibility and time records
The free-time allowance, rate and cap must be stated in the load instructions and agreed charge schedule or separately approved; no unstated hourly rate is assumed. For on-time appointments, time starts at the later of the appointment and documented ready check-in; for FCFS, at ready check-in within the accepted window. Notify VEXO at least 30 minutes before free time expires, or promptly if prevented. Obtain signed in/out times; if refused, report the refusal and supply gate, GPS or other reliable evidence. Exclude Carrier-caused delay and periods not actually available for service.
20. Layover cancellation and TONU
Layover and truck ordered not used are payable only at a stated or approved amount and on the agreed basis. TONU requires an accepted tender, issued load details and VEXO authorization to dispatch before cancellation; document dispatch and mitigation. Carrier-caused failure, unsuitable equipment, missing authority or arrival outside the agreed window does not automatically qualify. Layover requires a documented hold and written approval. The same hours cannot generate both detention and layover unless expressly agreed. Cancellation after loading requires cargo-protection and disposition instructions.
21. Paperwork and accessorial requests
Send the signed POD and all BOL pages within 24 hours after delivery, with available receipts and exception records. Submit accessorial requests with authorization and evidence within five business days after delivery, unless a different period is accepted in writing. Promptly explain missing facility documents and provide reliable alternatives. These are administration requirements; they do not shorten cargo-claim or statutory action periods. No automatic forfeiture of all freight charges arises solely from late paperwork. Any deduction is governed by clause 24.
22. Invoices and payment
Submit one itemized invoice per load to the invoice email in the load details, showing VEXO load number, Carrier legal name, invoice number, currency and verified payee. Attach this signed confirmation, all signed BOL/POD pages and approved accessorial receipts. Unless the load-specific payment terms state otherwise, undisputed amounts are due Net 30 calendar days after receipt of a complete, accurate package. VEXO shall identify material deficiencies promptly and pay undisputed amounts when due. Payment is not contingent on VEXO collecting from its customer. Submit invoices within 90 days; statutory rights remain preserved.
23. Quick Pay factoring and fraud controls
Quick Pay applies only when VEXO approves in writing the fee percentage, calculation base and payment period in the load instructions and agreed charge schedule; otherwise standard terms apply. Payment timing starts with a complete verified invoice package. Disclose factoring through a valid notice of assignment and supply any release needed for a change. No operational duty is assigned by factoring. Independently verify new bank, payee, address or factor instructions using previously validated contact details; email alone is insufficient. Respect legally effective assignment notices and applicable assignee rights.
24. Deductions claims and payment disputes
VEXO may seek documented direct loss caused by Carrier's breach, duplicate payment or a lawful indemnity obligation. Give written particulars and supporting evidence; allow a reasonable opportunity to respond. Any withholding or setoff must be lawful, reasonably limited to the documented exposure, and adjusted when resolved; undisputed unrelated amounts remain payable. No automatic punitive fine or total-rate forfeiture applies. A service credit or liquidated amount requires a separate, lawful written agreement stating its basis, with no duplicate recovery. Payment and settlement do not waive unreserved rights beyond their stated scope.
25. Cargo custody and liability
Carrier is responsible for cargo from taking possession through proper delivery, subject to applicable law and lawful defenses. For transportation within its scope, 49 U.S.C. 14706 governs actual loss or injury; Canadian and other movements remain subject to applicable mandatory carriage law. Insurance limits do not cap liability. No released-value limitation, tariff limit or per-pound limit is accepted merely by an invoice or receipt. Any negotiated limitation must meet applicable law and be expressly accepted by the party entitled to agree to it.
26. Value and special cargo acceptance
Enter the disclosed cargo value and currency, required cargo insurance and any high-value controls before tender. Carrier must identify inadequate coverage or material commodity exclusions before accepting. A blank value field is not a declaration of zero value, a release of liability or proof that minimum insurance is sufficient. Pharmaceuticals, theft-sensitive goods, temperature-sensitive cargo and other special commodities require express written acceptance of handling and security requirements. Agree any increased coverage or lawful valuation arrangement before pickup.
27. Claims notice and legal time limits
Operational incident notice and delivery exceptions do not replace a formal cargo claim. A written claim must identify the shipment, assert liability and demand a specified or determinable amount, with supporting evidence as available. For a claim governed by 49 U.S.C. 14706, no contractual period is shorter than nine months to file a claim or two years to sue after written disallowance of any part. This form does not shorten a longer applicable period or waive Carmack rights under 49 U.S.C. 14101(b). Mandatory Canadian or other periods remain controlling.
28. Claims handling evidence and salvage
Carrier shall promptly notify its insurer and investigate claims, preserve cargo and relevant BOL/POD, temperature, seal, GPS, ELD, inspection and communication records, and permit reasonable inspection. Where 49 CFR Part 370 applies, acknowledge a proper claim within 30 days and pay, decline or make a firm written compromise offer within 120 days, or provide the required status explanation then and every 60 days thereafter. Do not dispose of cargo or impair salvage without lawful authorization. A POD notation alone is not a formal claim.
29. Indemnity and defense
To the extent permitted by law, Carrier shall defend, indemnify and hold harmless VEXO, its customers and their officers, employees and agents against third-party claims and reasonable recoverable costs to the extent caused by Carrier's negligence, willful misconduct, legal violation or material breach, including its personnel and approved subcontractors. No indemnity is owed for an indemnitee's own negligence or willful misconduct. Give prompt notice and reasonable cooperation; defense counsel must be reasonably acceptable. No settlement may impose an admission or nonmonetary duty on an indemnitee without its consent.
30. VEXO liability and excluded damages
To the fullest extent lawful, VEXO is not liable to Carrier for indirect, special, punitive or consequential damages or lost profits. Direct liability arising solely from brokerage services is limited to USD 100 per shipment unless a signed master agreement states otherwise. This limit does not reduce VEXO's duty to pay earned freight and approved accessorials, a signed settlement, or liability for fraud, gross negligence, willful misconduct or other liability that law prohibits limiting. No provision makes VEXO the motor carrier or insurer of the cargo.
31. Freight charges liens and customer contact
Carrier shall seek payment from VEXO and shall not invoice or collect freight charges from the customer, shipper, consignee or cargo owner, except with VEXO's written consent or under a nonwaivable legal right. To the extent lawful, Carrier waives possessory liens on the cargo and must not withhold, divert or threaten freight to secure payment. This does not waive lawful claims against VEXO or its statutory broker security. Facility contact for performance is permitted; Carrier cannot negotiate VEXO's commercial terms or misrepresent its role.
32. Cross-border and customs
For U.S.-Canada service, confirm customs broker, border port, shipment references and ACE/ACI, PAPS/PARS or other required processes. Carrier is responsible for its own carrier filings, admissible crew and equipment, registrations, bonds and cabotage compliance. Verify required acceptance and arrival instructions before presentation; do not deliver unreleased goods, except as lawfully authorized under a bonded or in-bond procedure. Report holds, examinations and data errors promptly. VEXO does not act as a licensed customs broker under this form. Duties and taxes are not assumed by Carrier unless expressly agreed.
33. Temperature and sanitary transportation
Where applicable, confirm written sanitation, pre-cooling, set point, permitted range, units, operating mode and recorder instructions before loading. Record temperatures and exceptions, keep the reefer fueled and operating, and do not change settings without authorization. Meet applicable sanitary transportation duties, including 21 CFR Part 1 Subpart O where it applies, and agreed personnel training. Immediately report suspected contamination or material temperature failure; preserve records and hold affected product pending lawful disposition and any required qualified safety assessment. Do not assume every rejection establishes a total loss.
34. Hazardous materials and dangerous goods
Accept regulated cargo only when identified in writing and Carrier is authorized, trained, equipped and insured. Verify shipping description, UN/NA number, hazard class, packing group, quantity, packaging, labels, placards and emergency contact requirements before departure. Maintain required shipping papers, permits, routing and security arrangements and comply with applicable U.S. hazardous-materials and Canadian dangerous-goods rules. Stop and seek correction of discrepancies; report releases and emergencies to the required authorities. Commercial instructions do not replace statutory duties.
35. Special equipment and restricted handling
Open-deck, oversize, team, drop-trailer, blind, pharmaceutical, high-value and drayage services apply only when expressly accepted with supporting instructions. Confirm permits, escorts, tarps, securement, cargo access, interchange responsibility, trailer release and special costs where relevant. For containers, record equipment condition, chassis, seal, return location and applicable free-time deadlines; do not assume terminal demurrage or per diem is included. Blind-shipment instructions must not falsify legally required documents, identity, commodity or customs information. Unlisted special services require a written amendment.
36. Confidentiality and customer information
Protect nonpublic rates, customer information, load details, security instructions and credentials; use them only for performance, billing, claims or legal compliance. Do not use VEXO confidential information or trade secrets to divert business, disclose rates unnecessarily, or use VEXO branding without permission. This is not a general restraint on lawful competition or independently developed customer relationships. Share information only with persons who need it and protect it appropriately. Required legal disclosures remain permitted, with advance notice where lawful.
37. Records privacy and cybersecurity
Retain shipment, billing and relevant operational records for at least three years or any longer legally required period, subject to mandatory privacy and deletion rules. Preserve material evidence while a claim or dispute is pending. Provide reasonably requested load-related records with confidentiality safeguards. Protect personal data and credentials, use secure communications and restrict access. Promptly report a material breach, compromised account or suspected fraudulent tender affecting the shipment. Tracking and messaging must comply with applicable privacy, consent and communications law.
38. Force majeure and service suspension
A party affected by events beyond reasonable control shall promptly explain the impact and mitigate reasonably. Relief applies only to performance actually prevented and does not erase payment for completed services, cargo protection, safety, confidentiality or evidence duties; ordinary avoidable equipment failure is not automatically excused. VEXO may suspend future tenders or require lawful protective action for lost authority, insurance lapse, fraud, serious safety risk or material breach. Neither party may abandon accepted freight; cooperate in safe, documented disposition.
39. Law venue and mandatory rights
California substantive law governs except where mandatory transportation or other law controls. Unless a signed master agreement specifies another valid procedure, disputes belong in a California state court of competent jurisdiction or the U.S. District Court for the Northern District of California, subject to nonwaivable statutory venue and jurisdiction. No compulsory arbitration is created by this form. The parties shall first try in good faith to resolve disputes, without delaying a required filing or preventing urgent relief. No general waiver of federal transportation rights is intended.
40. Notices complete agreement and survival
Use the designated load contacts for operations; formal notice must be sent by verifiable written delivery to the parties' stated addresses or confirmed notice emails. Electronic signatures, counterparts and reliable electronic acceptances are effective as law permits. An unenforceable clause is severed only to the extent necessary; failure to enforce is not a continuing waiver. No assignment of duties without consent; receivable assignments remain subject to law. Payment, claims, confidentiality and accrued remedies survive completion. This document and the agreements incorporated under clause 2 state the complete accepted shipment agreement.