FARM DIRECT PARTNERS LLC
Freight Marketplace Terms & Conditions
Freight Marketplace Terms & Conditions
Freight Marketplace Terms & Conditions
Effective Date: October 16, 2025
Version 3.2
These Freight Marketplace Terms & Conditions govern access to and use of Farm Direct Partners’ freight marketplace, freight offer system, Freight Orders, transportation services, and related technology.
These Freight Marketplace Terms & Conditions govern access to and use of Farm Direct Partners’ freight marketplace, freight offer system, Freight Orders, transportation services, and related technology.
These Terms apply to every carrier, motor carrier, broker, transportation provider, dispatcher, representative, user, or other person or entity (“Transportation Provider”) that accesses the FDP Freight Marketplace, receives or accesses an FDP freight opportunity, submits a freight offer, accepts an FDP Freight Order, transports or arranges transportation of an FDP shipment, or otherwise provides transportation-related services to FDP. By accessing or using the FDP Freight Marketplace, submitting an offer, accepting a Freight Order, electronically acknowledging these Terms, taking possession of cargo, commencing performance, or otherwise providing transportation services to FDP, Transportation Provider acknowledges and agrees to be bound by these Terms.
These Terms apply to every carrier, motor carrier, broker, transportation provider, dispatcher, representative, user, or other person or entity (“Transportation Provider”) that accesses the FDP Freight Marketplace, receives or accesses an FDP freight opportunity, submits a freight offer, accepts an FDP Freight Order, transports or arranges transportation of an FDP shipment, or otherwise provides transportation-related services to FDP. By accessing or using the FDP Freight Marketplace, submitting an offer, accepting a Freight Order, electronically acknowledging these Terms, taking possession of cargo, commencing performance, or otherwise providing transportation services to FDP, Transportation Provider acknowledges and agrees to be bound by these Terms.
1. CONTRACT DOCUMENTS — Each transportation transaction may consist of these Terms; the applicable unique FDP Freight Order/Load ID and Freight Order; the accepted freight offer and confirmed rate; shipment-specific instructions, specifications or requirements issued by FDP; and any applicable FDP Transportation Provider, Carrier, Broker, Vendor or other agreement previously executed or accepted by Transportation Provider. Collectively, these documents constitute the Governing Agreements and these Terms are incorporated by reference into each FDP Freight Order. Unless a Freight Order expressly identifies a shipment-specific provision as overriding these Terms, these Terms control in the event of conflict. No bill of lading, carrier tariff, invoice, delivery receipt, confirmation or other document issued by Transportation Provider modifies the Governing Agreements unless an authorized FDP representative expressly agrees in writing. 2. UNIQUE FREIGHT ORDER / LOAD ID — FDP may assign a unique Load ID to each shipment or freight transaction. The Load ID may associate offers, rates, users, providers, drivers, tractors, trailers, pickup and delivery information, documents, communications, verification events, timestamps, status changes, accessorials, claims and transaction records. Transportation Provider shall use the applicable Load ID only for the authorized FDP transaction and shall not alter, duplicate, transfer, disclose or use it for an unauthorized purpose. A Load ID, pickup number or other shipment identifier does not independently authorize possession of cargo. 3. ELIGIBILITY AND TRANSPORTATION PROVIDER INFORMATION — Transportation Provider represents, warrants and certifies that all information submitted to FDP is accurate, complete, current and authorized, including legal business name, address, USDOT number, MC or operating authority, carrier or broker status, insurance, bond or trust information, tax, ownership, contact, dispatcher, authorized-user, driver, tractor, trailer, payment and factoring information, and any other requested information. Transportation Provider shall maintain and promptly update material information, immediately notify FDP of suspension, revocation, cancellation or material limitation of authority, insurance, bond, license or qualification, and understands that FDP may independently verify submitted information. FDP verification does not relieve Transportation Provider of its obligations. 4. AUTHORIZED USERS AND AUTHORITY TO BIND — Transportation Provider is responsible for identifying and controlling persons authorized to use its FDP account. Each person accessing the Marketplace represents authority to act for the Transportation Provider. Transportation Provider is responsible for transactions and representations made through its authorized account, shall maintain appropriate access controls, promptly disable access for unauthorized persons, and immediately notify FDP of actual or suspected unauthorized access. 5. ACCOUNT AND CREDENTIAL SECURITY — Transportation Provider is responsible for safeguarding account credentials, passwords, authentication credentials, Load IDs, Freight Order links, pickup credentials, shipment information, Rate Confirmations, bills of lading, customer and facility information, and other non-public FDP information. It shall not knowingly share credentials or shipment information with unauthorized persons and shall immediately report account takeover, credential compromise, identity theft, impersonation, phishing, fraudulent communication, unauthorized account access, unauthorized use of operating authority, or disclosure of confidential shipment information. FDP may suspend access while investigating a suspected security event. 6. FREIGHT OFFERS — A Transportation Provider may submit an offer to perform or arrange transportation identified in an FDP freight opportunity. Submission constitutes an offer only; it is not an award, FDP acceptance, tender of cargo, authorization to pick up cargo, guarantee of business, or obligation to award the shipment. Transportation Provider shall review reasonably available shipment information and shall not knowingly submit a false, deceptive or fraudulent offer or submit an offer on behalf of an undisclosed party. 7. AWARD AND ACCEPTANCE — A shipment is awarded only when FDP confirms acceptance through the FDP Freight Marketplace or another authorized FDP communication. Upon acceptance, Transportation Provider agrees to perform the applicable services at the confirmed rate and according to the Freight Order and Governing Agreements. FDP may withdraw an unaccepted opportunity or reject any offer. An accepted Freight Order may not be transferred, assigned or otherwise disposed of except as expressly permitted or authorized by FDP. 8. CARRIER AND BROKER STATUS — Transportation Provider shall accurately identify whether acting as a motor carrier, broker or other authorized provider. A motor carrier represents it has necessary authority and, unless expressly authorized, will transport under its own authority using FDP-authorized drivers and equipment. A broker represents it has all required authority, financial security and qualifications, must disclose the actual motor carrier when requested or required, and must ensure carrier, driver and equipment satisfy FDP verification before pickup. No party may misrepresent its status. 9. NO UNAUTHORIZED RE-BROKERING OR TRANSFER — Unless expressly authorized by FDP, a Transportation Provider awarded a shipment as motor carrier shall not assign, transfer, subcontract, broker, re-broker, tender, interchange, or otherwise transfer responsibility for or possession of the shipment. It shall not provide an FDP Load ID, pickup credential, Rate Confirmation, bill of lading, customer or facility information, or other shipment information to an unauthorized third party, nor direct a driver or another person to falsely identify or conceal the actual carrier. Unauthorized re-brokering, identity substitution or transfer is a material breach. 10. DRIVER AND EQUIPMENT INFORMATION — Transportation Provider shall provide accurate driver, tractor and trailer information requested by FDP, including driver name and contact information, carrier identity, tractor and trailer numbers and license details, equipment type, and other authentication information. It shall immediately notify FDP of substitutions; no substituted driver, tractor or trailer is authorized until FDP approves it through an authorized process. Transportation Provider is responsible for driver compliance. 11. CARGO RELEASE AND IDENTITY VERIFICATION — Only an FDP-authorized Transportation Provider, driver and equipment may take possession of an FDP shipment. A Freight Order, Rate Confirmation, Load ID, pickup number, bill of lading, email, text message, screenshot, link, QR code, or other shipment information does not independently authorize release or possession. FDP and/or the pickup facility may require independent verification of provider, driver, tractor, trailer, authority, insurance and credentials, and may refuse or delay release when information cannot be verified or appears inconsistent. 12. CHAIN OF CUSTODY — Transportation Provider shall maintain secure custody and control from authorized pickup through authorized delivery and shall not knowingly permit unauthorized transfer, cross-docking, storage, redirection, release or delivery. It shall maintain reasonably appropriate records establishing custody and disposition and promptly provide relevant chain-of-custody information upon reasonable FDP request. 13. CARGO SECURITY AND THEFT PREVENTION — Transportation Provider shall implement reasonable and appropriate measures to protect FDP shipments from cargo theft, fictitious pickup, unauthorized transfer or access, fraudulent redirection, tampering, identity misuse, unauthorized disclosure and other foreseeable cargo-security risks. It shall exercise appropriate care regarding parking, unattended equipment, seals, shipment documents and access to cargo, comply with reasonable shipment-specific security instructions, and maintain security protocols against theft and unauthorized access. 14. REDIRECTION AND CHANGES TO DELIVERY INSTRUCTIONS — Transportation Provider and drivers shall exercise heightened caution regarding changes to delivery destination, consignee, warehouse, cross-dock or transfer location, appointment, routing or other material instructions. It shall not materially redirect or transfer a shipment based solely on an unauthenticated email, telephone call, text or other communication. Material redirection instructions must be authenticated through an FDP-authorized process, and suspicious or inconsistent instructions must be reported immediately. 15. CARGO LIABILITY — Transportation Provider is responsible for cargo loss, damage, theft, shortage, contamination, temperature excursion, non-delivery, misdelivery and other injury to cargo as provided by applicable law and the Governing Agreements. Nothing in these Terms waives, reduces or alters applicable federal transportation law except where lawful and expressly agreed. Responsibility is not limited solely by insurance coverage, and FDP onboarding separately establishes vendor responsibility for loss, damage and delay while goods are under vendor care.
1. CONTRACT DOCUMENTS — Each transportation transaction may consist of these Terms; the applicable unique FDP Freight Order/Load ID and Freight Order; the accepted freight offer and confirmed rate; shipment-specific instructions, specifications or requirements issued by FDP; and any applicable FDP Transportation Provider, Carrier, Broker, Vendor or other agreement previously executed or accepted by Transportation Provider. Collectively, these documents constitute the Governing Agreements and these Terms are incorporated by reference into each FDP Freight Order. Unless a Freight Order expressly identifies a shipment-specific provision as overriding these Terms, these Terms control in the event of conflict. No bill of lading, carrier tariff, invoice, delivery receipt, confirmation or other document issued by Transportation Provider modifies the Governing Agreements unless an authorized FDP representative expressly agrees in writing. 2. UNIQUE FREIGHT ORDER / LOAD ID — FDP may assign a unique Load ID to each shipment or freight transaction. The Load ID may associate offers, rates, users, providers, drivers, tractors, trailers, pickup and delivery information, documents, communications, verification events, timestamps, status changes, accessorials, claims and transaction records. Transportation Provider shall use the applicable Load ID only for the authorized FDP transaction and shall not alter, duplicate, transfer, disclose or use it for an unauthorized purpose. A Load ID, pickup number or other shipment identifier does not independently authorize possession of cargo. 3. ELIGIBILITY AND TRANSPORTATION PROVIDER INFORMATION — Transportation Provider represents, warrants and certifies that all information submitted to FDP is accurate, complete, current and authorized, including legal business name, address, USDOT number, MC or operating authority, carrier or broker status, insurance, bond or trust information, tax, ownership, contact, dispatcher, authorized-user, driver, tractor, trailer, payment and factoring information, and any other requested information. Transportation Provider shall maintain and promptly update material information, immediately notify FDP of suspension, revocation, cancellation or material limitation of authority, insurance, bond, license or qualification, and understands that FDP may independently verify submitted information. FDP verification does not relieve Transportation Provider of its obligations. 4. AUTHORIZED USERS AND AUTHORITY TO BIND — Transportation Provider is responsible for identifying and controlling persons authorized to use its FDP account. Each person accessing the Marketplace represents authority to act for the Transportation Provider. Transportation Provider is responsible for transactions and representations made through its authorized account, shall maintain appropriate access controls, promptly disable access for unauthorized persons, and immediately notify FDP of actual or suspected unauthorized access. 5. ACCOUNT AND CREDENTIAL SECURITY — Transportation Provider is responsible for safeguarding account credentials, passwords, authentication credentials, Load IDs, Freight Order links, pickup credentials, shipment information, Rate Confirmations, bills of lading, customer and facility information, and other non-public FDP information. It shall not knowingly share credentials or shipment information with unauthorized persons and shall immediately report account takeover, credential compromise, identity theft, impersonation, phishing, fraudulent communication, unauthorized account access, unauthorized use of operating authority, or disclosure of confidential shipment information. FDP may suspend access while investigating a suspected security event. 6. FREIGHT OFFERS — A Transportation Provider may submit an offer to perform or arrange transportation identified in an FDP freight opportunity. Submission constitutes an offer only; it is not an award, FDP acceptance, tender of cargo, authorization to pick up cargo, guarantee of business, or obligation to award the shipment. Transportation Provider shall review reasonably available shipment information and shall not knowingly submit a false, deceptive or fraudulent offer or submit an offer on behalf of an undisclosed party. 7. AWARD AND ACCEPTANCE — A shipment is awarded only when FDP confirms acceptance through the FDP Freight Marketplace or another authorized FDP communication. Upon acceptance, Transportation Provider agrees to perform the applicable services at the confirmed rate and according to the Freight Order and Governing Agreements. FDP may withdraw an unaccepted opportunity or reject any offer. An accepted Freight Order may not be transferred, assigned or otherwise disposed of except as expressly permitted or authorized by FDP. 8. CARRIER AND BROKER STATUS — Transportation Provider shall accurately identify whether acting as a motor carrier, broker or other authorized provider. A motor carrier represents it has necessary authority and, unless expressly authorized, will transport under its own authority using FDP-authorized drivers and equipment. A broker represents it has all required authority, financial security and qualifications, must disclose the actual motor carrier when requested or required, and must ensure carrier, driver and equipment satisfy FDP verification before pickup. No party may misrepresent its status. 9. NO UNAUTHORIZED RE-BROKERING OR TRANSFER — Unless expressly authorized by FDP, a Transportation Provider awarded a shipment as motor carrier shall not assign, transfer, subcontract, broker, re-broker, tender, interchange, or otherwise transfer responsibility for or possession of the shipment. It shall not provide an FDP Load ID, pickup credential, Rate Confirmation, bill of lading, customer or facility information, or other shipment information to an unauthorized third party, nor direct a driver or another person to falsely identify or conceal the actual carrier. Unauthorized re-brokering, identity substitution or transfer is a material breach. 10. DRIVER AND EQUIPMENT INFORMATION — Transportation Provider shall provide accurate driver, tractor and trailer information requested by FDP, including driver name and contact information, carrier identity, tractor and trailer numbers and license details, equipment type, and other authentication information. It shall immediately notify FDP of substitutions; no substituted driver, tractor or trailer is authorized until FDP approves it through an authorized process. Transportation Provider is responsible for driver compliance. 11. CARGO RELEASE AND IDENTITY VERIFICATION — Only an FDP-authorized Transportation Provider, driver and equipment may take possession of an FDP shipment. A Freight Order, Rate Confirmation, Load ID, pickup number, bill of lading, email, text message, screenshot, link, QR code, or other shipment information does not independently authorize release or possession. FDP and/or the pickup facility may require independent verification of provider, driver, tractor, trailer, authority, insurance and credentials, and may refuse or delay release when information cannot be verified or appears inconsistent. 12. CHAIN OF CUSTODY — Transportation Provider shall maintain secure custody and control from authorized pickup through authorized delivery and shall not knowingly permit unauthorized transfer, cross-docking, storage, redirection, release or delivery. It shall maintain reasonably appropriate records establishing custody and disposition and promptly provide relevant chain-of-custody information upon reasonable FDP request. 13. CARGO SECURITY AND THEFT PREVENTION — Transportation Provider shall implement reasonable and appropriate measures to protect FDP shipments from cargo theft, fictitious pickup, unauthorized transfer or access, fraudulent redirection, tampering, identity misuse, unauthorized disclosure and other foreseeable cargo-security risks. It shall exercise appropriate care regarding parking, unattended equipment, seals, shipment documents and access to cargo, comply with reasonable shipment-specific security instructions, and maintain security protocols against theft and unauthorized access. 14. REDIRECTION AND CHANGES TO DELIVERY INSTRUCTIONS — Transportation Provider and drivers shall exercise heightened caution regarding changes to delivery destination, consignee, warehouse, cross-dock or transfer location, appointment, routing or other material instructions. It shall not materially redirect or transfer a shipment based solely on an unauthenticated email, telephone call, text or other communication. Material redirection instructions must be authenticated through an FDP-authorized process, and suspicious or inconsistent instructions must be reported immediately. 15. CARGO LIABILITY — Transportation Provider is responsible for cargo loss, damage, theft, shortage, contamination, temperature excursion, non-delivery, misdelivery and other injury to cargo as provided by applicable law and the Governing Agreements. Nothing in these Terms waives, reduces or alters applicable federal transportation law except where lawful and expressly agreed. Responsibility is not limited solely by insurance coverage, and FDP onboarding separately establishes vendor responsibility for loss, damage and delay while goods are under vendor care.
16. FOOD SAFETY AND SANITARY TRANSPORTATION — Where applicable, Transportation Provider shall comply with federal, state and local food-safety and sanitary-transportation requirements and FDP shipment-specific instructions. It shall use appropriate equipment and comply with sanitation, equipment condition, pre-cooling, temperature, contamination and cross-contact prevention, cargo compatibility, seals, loading conditions and transportation-record requirements. Any condition reasonably likely to affect shipment safety, suitability or integrity must be reported immediately, and required records shall be maintained and provided upon request. 17. TEMPERATURE-CONTROLLED SHIPMENTS — Where a Freight Order specifies temperature requirements, Transportation Provider shall comply throughout its responsible portion of transport, shall not knowingly accept cargo when equipment cannot maintain specified conditions, shall immediately report deviations, refrigeration failures or other integrity risks, and shall preserve available temperature records relating to any reported deviation or claim. 18. SEALS AND CARGO INTEGRITY — When FDP, shipper or facility applies or requires a seal, Transportation Provider shall maintain seal integrity until authorized removal. Missing, broken, altered, substituted or inconsistent seals must be promptly reported. A required seal may not be broken except as authorized by FDP, consignee, law enforcement or applicable law; any authorized or required seal break shall be documented. 19. PICKUP AND DELIVERY APPOINTMENTS — Transportation Provider shall use commercially reasonable efforts to comply with confirmed pickup and delivery appointments and facility scheduling requirements, promptly notify FDP of actual or anticipated material delay, and is responsible for consequences of delays attributable to its acts or omissions to the extent provided by the Governing Agreements and applicable law. 20. RATES — The FDP-confirmed rate for an awarded Freight Order is agreed compensation for described transportation services, subject to approved accessorials. Transportation Provider shall not alter an accepted rate without authorization; an invoice or other provider document does not independently modify the confirmed rate. 21. ACCESSORIAL CHARGES — Detention, layover, truck ordered not used, lumper, storage, redelivery, additional stops, fuel surcharges, delay charges and other accessorials are payable only when permitted by the Freight Order or FDP policy, supported by required documentation, and approved as required by FDP. Documentation shall be submitted within the specified period; FDP may deny unsupported, duplicative, inaccurate or unauthorized charges. 22. DOCUMENTATION — Transportation Provider shall provide accurate and authentic requested documentation, including signed bills of lading, proofs of delivery, lumper receipts, detention records, temperature records, seal information, driver and equipment information, insurance documentation, invoices, claim documentation and other records. It shall not knowingly submit altered, fabricated, falsified, misleading or fraudulent documents or information; fraudulent documentation is a material breach. 23. PROOF OF DELIVERY — Transportation Provider shall obtain and submit proof of delivery as required by FDP. The POD should accurately reflect delivery and known exceptions, including shortages, damage, rejection, seal discrepancies or other material issues. Original or electronically authenticated shipment records shall be preserved as required by law and the Governing Agreements. 24. SECURITY INCIDENT REPORTING — Transportation Provider shall immediately notify FDP upon discovering or reasonably suspecting cargo theft or attempted theft, fictitious or unauthorized pickup, identity theft, impersonation, account takeover, fraudulent use of credentials, unauthorized re-brokering or cargo transfer, fraudulent redirection, tampering, seal discrepancies, unauthorized driver or equipment substitution, fraudulent documentation or another material security event. It shall take reasonable steps to protect the shipment and preserve relevant evidence. 25. INVESTIGATION AND COOPERATION — Transportation Provider shall reasonably cooperate with FDP regarding cargo loss, theft, fraud, claims, identity compromise or other material incidents. Subject to law, cooperation may include preservation and production of shipment documents, communications, photographs, location, driver and equipment information, tracking information, transaction records and other relevant evidence; nothing requires a violation of applicable law. 26. INSURANCE — Transportation Provider shall maintain insurance required by law, the Freight Order and FDP onboarding or provider requirements, including as applicable commercial automobile liability, general liability, motor truck cargo liability, workers’ compensation and other reasonably required coverage. Evidence shall be provided on request, and expiration, cancellation or material reduction shall be promptly disclosed. Insurance requirements do not independently limit liability under law or the Governing Agreements. 27. PAYMENT — Payment is subject to applicable Freight Order terms and timely submission of required documentation. FDP may reasonably withhold a disputed invoice portion while investigating apparent billing discrepancy, missing documentation, fraud, duplicate billing or another bona fide dispute, subject to law and the Governing Agreements. Undisputed amounts shall be handled under applicable payment terms. 28. PAYMENT AND BANKING SECURITY — Transportation Provider shall maintain accurate payment, banking and factoring information. Changes to bank accounts, ACH instructions, factoring companies, payment recipients or other material information are subject to FDP verification. FDP may decline changes based solely on unauthenticated email, invoice, attachment, text or telephone request. Provider shall immediately report suspected compromise involving email, FDP account, banking, factoring relationship or payment credentials; FDP may temporarily suspend payment while verifying a requested change or suspected fraud event. 29. CONFIDENTIALITY OF SHIPMENT INFORMATION — Non-public FDP shipment, customer, supplier, facility, rate, route, product, schedule, Load ID, pickup credential and security-procedure information shall be used solely for legitimate transportation performance and shall not knowingly be disclosed to unauthorized parties, except for disclosures required by law, insurance obligations or legitimate regulatory or law-enforcement requirements. 30. ELECTRONIC TRANSACTIONS AND SIGNATURES — Transportation Provider consents to electronic transactions. Offers, acceptances, acknowledgments, certifications, notices and agreements may be electronic. An action taken through an authenticated or authorized provider account may constitute its electronic signature or acceptance to the extent permitted by law, and electronic records may evidence Marketplace transactions. FDP onboarding likewise recognizes a typed signature as valid under applicable electronic-signature laws.
16. FOOD SAFETY AND SANITARY TRANSPORTATION — Where applicable, Transportation Provider shall comply with federal, state and local food-safety and sanitary-transportation requirements and FDP shipment-specific instructions. It shall use appropriate equipment and comply with sanitation, equipment condition, pre-cooling, temperature, contamination and cross-contact prevention, cargo compatibility, seals, loading conditions and transportation-record requirements. Any condition reasonably likely to affect shipment safety, suitability or integrity must be reported immediately, and required records shall be maintained and provided upon request. 17. TEMPERATURE-CONTROLLED SHIPMENTS — Where a Freight Order specifies temperature requirements, Transportation Provider shall comply throughout its responsible portion of transport, shall not knowingly accept cargo when equipment cannot maintain specified conditions, shall immediately report deviations, refrigeration failures or other integrity risks, and shall preserve available temperature records relating to any reported deviation or claim. 18. SEALS AND CARGO INTEGRITY — When FDP, shipper or facility applies or requires a seal, Transportation Provider shall maintain seal integrity until authorized removal. Missing, broken, altered, substituted or inconsistent seals must be promptly reported. A required seal may not be broken except as authorized by FDP, consignee, law enforcement or applicable law; any authorized or required seal break shall be documented. 19. PICKUP AND DELIVERY APPOINTMENTS — Transportation Provider shall use commercially reasonable efforts to comply with confirmed pickup and delivery appointments and facility scheduling requirements, promptly notify FDP of actual or anticipated material delay, and is responsible for consequences of delays attributable to its acts or omissions to the extent provided by the Governing Agreements and applicable law. 20. RATES — The FDP-confirmed rate for an awarded Freight Order is agreed compensation for described transportation services, subject to approved accessorials. Transportation Provider shall not alter an accepted rate without authorization; an invoice or other provider document does not independently modify the confirmed rate. 21. ACCESSORIAL CHARGES — Detention, layover, truck ordered not used, lumper, storage, redelivery, additional stops, fuel surcharges, delay charges and other accessorials are payable only when permitted by the Freight Order or FDP policy, supported by required documentation, and approved as required by FDP. Documentation shall be submitted within the specified period; FDP may deny unsupported, duplicative, inaccurate or unauthorized charges. 22. DOCUMENTATION — Transportation Provider shall provide accurate and authentic requested documentation, including signed bills of lading, proofs of delivery, lumper receipts, detention records, temperature records, seal information, driver and equipment information, insurance documentation, invoices, claim documentation and other records. It shall not knowingly submit altered, fabricated, falsified, misleading or fraudulent documents or information; fraudulent documentation is a material breach. 23. PROOF OF DELIVERY — Transportation Provider shall obtain and submit proof of delivery as required by FDP. The POD should accurately reflect delivery and known exceptions, including shortages, damage, rejection, seal discrepancies or other material issues. Original or electronically authenticated shipment records shall be preserved as required by law and the Governing Agreements. 24. SECURITY INCIDENT REPORTING — Transportation Provider shall immediately notify FDP upon discovering or reasonably suspecting cargo theft or attempted theft, fictitious or unauthorized pickup, identity theft, impersonation, account takeover, fraudulent use of credentials, unauthorized re-brokering or cargo transfer, fraudulent redirection, tampering, seal discrepancies, unauthorized driver or equipment substitution, fraudulent documentation or another material security event. It shall take reasonable steps to protect the shipment and preserve relevant evidence. 25. INVESTIGATION AND COOPERATION — Transportation Provider shall reasonably cooperate with FDP regarding cargo loss, theft, fraud, claims, identity compromise or other material incidents. Subject to law, cooperation may include preservation and production of shipment documents, communications, photographs, location, driver and equipment information, tracking information, transaction records and other relevant evidence; nothing requires a violation of applicable law. 26. INSURANCE — Transportation Provider shall maintain insurance required by law, the Freight Order and FDP onboarding or provider requirements, including as applicable commercial automobile liability, general liability, motor truck cargo liability, workers’ compensation and other reasonably required coverage. Evidence shall be provided on request, and expiration, cancellation or material reduction shall be promptly disclosed. Insurance requirements do not independently limit liability under law or the Governing Agreements. 27. PAYMENT — Payment is subject to applicable Freight Order terms and timely submission of required documentation. FDP may reasonably withhold a disputed invoice portion while investigating apparent billing discrepancy, missing documentation, fraud, duplicate billing or another bona fide dispute, subject to law and the Governing Agreements. Undisputed amounts shall be handled under applicable payment terms. 28. PAYMENT AND BANKING SECURITY — Transportation Provider shall maintain accurate payment, banking and factoring information. Changes to bank accounts, ACH instructions, factoring companies, payment recipients or other material information are subject to FDP verification. FDP may decline changes based solely on unauthenticated email, invoice, attachment, text or telephone request. Provider shall immediately report suspected compromise involving email, FDP account, banking, factoring relationship or payment credentials; FDP may temporarily suspend payment while verifying a requested change or suspected fraud event. 29. CONFIDENTIALITY OF SHIPMENT INFORMATION — Non-public FDP shipment, customer, supplier, facility, rate, route, product, schedule, Load ID, pickup credential and security-procedure information shall be used solely for legitimate transportation performance and shall not knowingly be disclosed to unauthorized parties, except for disclosures required by law, insurance obligations or legitimate regulatory or law-enforcement requirements. 30. ELECTRONIC TRANSACTIONS AND SIGNATURES — Transportation Provider consents to electronic transactions. Offers, acceptances, acknowledgments, certifications, notices and agreements may be electronic. An action taken through an authenticated or authorized provider account may constitute its electronic signature or acceptance to the extent permitted by law, and electronic records may evidence Marketplace transactions. FDP onboarding likewise recognizes a typed signature as valid under applicable electronic-signature laws.
31. ELECTRONIC AND TRANSACTION RECORDS — FDP may maintain records reasonably related to marketplace and freight transactions, including provider and account identifiers, offers, accepted rates, Freight Orders, Load IDs, electronic acceptances, timestamps, account activity, verification events, driver and equipment information, shipment status, documents, communications and security events, for operational, security, compliance, claims, audit, fraud-prevention and dispute-resolution purposes in accordance with law. 32. FRAUD AND MISREPRESENTATION — Transportation Provider shall not engage in or knowingly facilitate identity theft, impersonation, unauthorized use of another company’s authority, fraudulent brokerage, double brokering or unauthorized re-brokering, fictitious pickup, fraudulent redirection, document falsification, payment fraud, cargo theft or intentional misrepresentation. FDP may immediately suspend access or an unperformed transaction when it reasonably suspects such conduct and reserves all rights and remedies. 33. SUSPENSION AND TERMINATION — FDP may suspend or terminate marketplace access for material breach, fraud or suspected fraud requiring investigation, material identity or authority discrepancies, unauthorized re-brokering, material security violations, loss of required authority or insurance, repeated material performance failures, fraudulent documentation or other conduct presenting material legal, financial, cargo or security risk. Suspension does not eliminate obligations relating to shipments already in provider custody. 34. INDEMNIFICATION — To the extent permitted by law, Transportation Provider shall defend, indemnify and hold harmless FDP, its affiliates, customers, officers, directors, employees and agents from third-party claims, liabilities, damages, fines, penalties and reasonable costs and attorneys’ fees arising from provider breach, negligence or willful misconduct, law violation, unauthorized re-brokering or transfer, fraud or intentional misrepresentation, unauthorized disclosure or use of shipment information, or acts or omissions in transportation services. This does not require indemnification to the extent a claim is finally determined to result from FDP’s sole negligence or willful misconduct. 35. FDP’S VERIFICATION RIGHTS — FDP may use reasonable measures to verify Transportation Provider information and shipment participants. Verification is a security and risk-management measure and is not a representation or warranty that any person, carrier, broker, driver, equipment, insurance policy or transaction is free from fraud, error or other risk. Transportation Provider remains responsible for compliance, personnel, security and performance. 36. LIMITATION REGARDING MARKETPLACE INFORMATION — Transportation Provider is responsible for reviewing the Freight Order and identifying material discrepancies before acceptance or performance. Historical rates, estimated information, automated calculations, analytics, prior-shipment information and other Marketplace content do not guarantee future rates, conditions, transit time, profitability or availability unless expressly incorporated into an accepted Freight Order. 37. FORCE MAJEURE — Neither party is responsible for failure or delay caused solely by events beyond reasonable control to the extent recognized by law, provided the affected party promptly communicates material impact and takes commercially reasonable mitigation steps. Force majeure does not excuse obligations that remain applicable by nature, including protection of cargo already in custody, reasonable security measures, incident notification or legally required financial responsibility. 38. COMPLIANCE WITH LAW — Transportation Provider shall comply with federal, state and local laws applicable to its services, including motor-carrier, brokerage, highway-safety, cargo-securement, food-safety, sanitary-transportation, employment and insurance requirements. Nothing requires either party to violate law. 39. NO WAIVER — FDP’s failure to enforce a provision on one occasion does not waive the right to enforce that or another provision later. Any waiver must be authorized by FDP and applies only to the expressly waived matter. 40. SEVERABILITY — If any provision is invalid or unenforceable, remaining provisions remain effective to the maximum extent permitted by law; the affected provision shall be interpreted or limited where lawful to most closely reflect its intended purpose. 41. GOVERNING LAW AND DISPUTES — Except where federal law governs or preempts a particular matter, these Terms and applicable Freight Orders are governed by Florida law without regard to conflict-of-laws principles. Unless another dispute procedure is expressly agreed in writing, the parties consent to jurisdiction and venue in a court of competent jurisdiction in Florida for disputes arising from these Terms or an FDP Freight Order. 42. CHANGES TO THESE TERMS — FDP may amend these Terms from time to time. The applicable version for a Freight Order is the version FDP identifies when Transportation Provider accepts the Order or enters the transaction. Material amendments do not retroactively alter a previously accepted Order unless agreed or required by law. FDP may maintain prior versions for transaction and recordkeeping purposes. 43. NOTICES — Transportation Provider shall maintain current contact information. Operational notices may be delivered through the Marketplace, email, Freight Order or other authorized electronic communication. Suspected fraud, theft, unauthorized pickup or active shipment-security incidents must be reported immediately through FDP’s designated operational or security contact method. FDP Contact: last-mile@farmdirectfruit.com. Security/Fraud Contact: (956) 368-7702. 44. SURVIVAL — Provisions concerning cargo liability, confidentiality, payment, documentation, records, investigations, indemnification, fraud, claims, governing law and obligations that by nature should survive completion or termination shall survive to the extent permitted by law. 45. ACCEPTANCE — BY ACCESSING OR USING THE FDP FREIGHT MARKETPLACE, SUBMITTING A FREIGHT OFFER, ACCEPTING AN FDP FREIGHT ORDER, ELECTRONICALLY ACKNOWLEDGING THESE TERMS, TAKING POSSESSION OF AN FDP SHIPMENT OR OTHERWISE PERFORMING TRANSPORTATION SERVICES UNDER AN FDP FREIGHT ORDER, TRANSPORTATION PROVIDER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS AND AGREES TO THESE TERMS AND REPRESENTS THAT THE PERSON ACTING ON ITS BEHALF IS AUTHORIZED TO BIND THE TRANSPORTATION PROVIDER.
31. ELECTRONIC AND TRANSACTION RECORDS — FDP may maintain records reasonably related to marketplace and freight transactions, including provider and account identifiers, offers, accepted rates, Freight Orders, Load IDs, electronic acceptances, timestamps, account activity, verification events, driver and equipment information, shipment status, documents, communications and security events, for operational, security, compliance, claims, audit, fraud-prevention and dispute-resolution purposes in accordance with law. 32. FRAUD AND MISREPRESENTATION — Transportation Provider shall not engage in or knowingly facilitate identity theft, impersonation, unauthorized use of another company’s authority, fraudulent brokerage, double brokering or unauthorized re-brokering, fictitious pickup, fraudulent redirection, document falsification, payment fraud, cargo theft or intentional misrepresentation. FDP may immediately suspend access or an unperformed transaction when it reasonably suspects such conduct and reserves all rights and remedies. 33. SUSPENSION AND TERMINATION — FDP may suspend or terminate marketplace access for material breach, fraud or suspected fraud requiring investigation, material identity or authority discrepancies, unauthorized re-brokering, material security violations, loss of required authority or insurance, repeated material performance failures, fraudulent documentation or other conduct presenting material legal, financial, cargo or security risk. Suspension does not eliminate obligations relating to shipments already in provider custody. 34. INDEMNIFICATION — To the extent permitted by law, Transportation Provider shall defend, indemnify and hold harmless FDP, its affiliates, customers, officers, directors, employees and agents from third-party claims, liabilities, damages, fines, penalties and reasonable costs and attorneys’ fees arising from provider breach, negligence or willful misconduct, law violation, unauthorized re-brokering or transfer, fraud or intentional misrepresentation, unauthorized disclosure or use of shipment information, or acts or omissions in transportation services. This does not require indemnification to the extent a claim is finally determined to result from FDP’s sole negligence or willful misconduct. 35. FDP’S VERIFICATION RIGHTS — FDP may use reasonable measures to verify Transportation Provider information and shipment participants. Verification is a security and risk-management measure and is not a representation or warranty that any person, carrier, broker, driver, equipment, insurance policy or transaction is free from fraud, error or other risk. Transportation Provider remains responsible for compliance, personnel, security and performance. 36. LIMITATION REGARDING MARKETPLACE INFORMATION — Transportation Provider is responsible for reviewing the Freight Order and identifying material discrepancies before acceptance or performance. Historical rates, estimated information, automated calculations, analytics, prior-shipment information and other Marketplace content do not guarantee future rates, conditions, transit time, profitability or availability unless expressly incorporated into an accepted Freight Order. 37. FORCE MAJEURE — Neither party is responsible for failure or delay caused solely by events beyond reasonable control to the extent recognized by law, provided the affected party promptly communicates material impact and takes commercially reasonable mitigation steps. Force majeure does not excuse obligations that remain applicable by nature, including protection of cargo already in custody, reasonable security measures, incident notification or legally required financial responsibility. 38. COMPLIANCE WITH LAW — Transportation Provider shall comply with federal, state and local laws applicable to its services, including motor-carrier, brokerage, highway-safety, cargo-securement, food-safety, sanitary-transportation, employment and insurance requirements. Nothing requires either party to violate law. 39. NO WAIVER — FDP’s failure to enforce a provision on one occasion does not waive the right to enforce that or another provision later. Any waiver must be authorized by FDP and applies only to the expressly waived matter. 40. SEVERABILITY — If any provision is invalid or unenforceable, remaining provisions remain effective to the maximum extent permitted by law; the affected provision shall be interpreted or limited where lawful to most closely reflect its intended purpose. 41. GOVERNING LAW AND DISPUTES — Except where federal law governs or preempts a particular matter, these Terms and applicable Freight Orders are governed by Florida law without regard to conflict-of-laws principles. Unless another dispute procedure is expressly agreed in writing, the parties consent to jurisdiction and venue in a court of competent jurisdiction in Florida for disputes arising from these Terms or an FDP Freight Order. 42. CHANGES TO THESE TERMS — FDP may amend these Terms from time to time. The applicable version for a Freight Order is the version FDP identifies when Transportation Provider accepts the Order or enters the transaction. Material amendments do not retroactively alter a previously accepted Order unless agreed or required by law. FDP may maintain prior versions for transaction and recordkeeping purposes. 43. NOTICES — Transportation Provider shall maintain current contact information. Operational notices may be delivered through the Marketplace, email, Freight Order or other authorized electronic communication. Suspected fraud, theft, unauthorized pickup or active shipment-security incidents must be reported immediately through FDP’s designated operational or security contact method. FDP Contact: last-mile@farmdirectfruit.com. Security/Fraud Contact: (956) 368-7702. 44. SURVIVAL — Provisions concerning cargo liability, confidentiality, payment, documentation, records, investigations, indemnification, fraud, claims, governing law and obligations that by nature should survive completion or termination shall survive to the extent permitted by law. 45. ACCEPTANCE — BY ACCESSING OR USING THE FDP FREIGHT MARKETPLACE, SUBMITTING A FREIGHT OFFER, ACCEPTING AN FDP FREIGHT ORDER, ELECTRONICALLY ACKNOWLEDGING THESE TERMS, TAKING POSSESSION OF AN FDP SHIPMENT OR OTHERWISE PERFORMING TRANSPORTATION SERVICES UNDER AN FDP FREIGHT ORDER, TRANSPORTATION PROVIDER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS AND AGREES TO THESE TERMS AND REPRESENTS THAT THE PERSON ACTING ON ITS BEHALF IS AUTHORIZED TO BIND THE TRANSPORTATION PROVIDER.
Farm Direct Partners LLC
601 Heritage Drive, Jupiter, Florida 33458
Official Freight Marketplace Terms: www.farmdirectfruit.com/terms/freight