Agreement Between Carrier and Shipper Template

In plain language: Identifies the carrier and shipper by legal name and entity type, states the purpose of the agreement, and defines the geographic and modal scope of services covered.

Common mistake: Using trade names instead of registered legal entity names. If the contracting entity does not match the insured or licensed entity, cargo claims become difficult to enforce against the correct party.

In plain language: Specifies the origin–destination pairs, ports, or trade lanes covered by the contract and any service frequency or capacity commitments.

Common mistake: Describing routes in general terms like 'throughout North America' without listing specific lanes. Vague scope makes it impossible to hold the carrier to any particular service commitment.

In plain language: Sets the base freight rates for each lane or commodity type, lists applicable surcharges (fuel, peak season, hazmat), and defines how and when rates can be adjusted during the term.

Common mistake: Omitting a rate-adjustment notice period. Without one, carriers may increase rates mid-shipment season with no recourse for the shipper.

In plain language: States the committed transit time for each lane, defines what constitutes 'on-time delivery,' and sets the remedy (credit, rate reduction) if the carrier misses the standard.

Common mistake: Defining transit time from pickup rather than tender confirmation. Disputes about when the clock starts are one of the most common sources of carrier-shipper conflict.

In plain language: Caps the carrier's maximum liability per shipment or per kilogram, references any applicable international convention, lists carrier defenses (act of God, inherent vice, shipper error), and specifies how declared value increases the limit.

Common mistake: Not specifying the applicable convention when the contract covers cross-border movements. Without a designated convention, courts apply whichever law produces the highest recovery — often the carrier's most expensive outcome.

In plain language: Requires the carrier to maintain specified cargo and liability insurance, names the shipper as an additional insured or loss payee, and requires certificates of insurance before the first shipment.

Common mistake: Accepting verbal confirmation of insurance instead of a certificate. Carriers whose policies lapse mid-contract leave shippers with uncovered claims and no contractual recourse.

In plain language: Sets the notice and filing deadlines for loss, damage, and delay claims, prescribes the required documentation, and states the carrier's obligation to respond and pay within defined periods.

Common mistake: Using a claims deadline shorter than the statutory minimum in the applicable jurisdiction. Contractual deadlines that are more restrictive than statutory minimums are unenforceable and leave both parties uncertain about the real window.

In plain language: Requires each party to indemnify the other against losses arising from their own negligence, breach, or willful misconduct — and clarifies which party bears responsibility for acts of subcontractors or agents.

Common mistake: Using a mutual indemnity clause that holds each party harmless for the other's negligence. This effectively transfers risk in the wrong direction and conflicts with most commercial insurers' policy terms.

In plain language: States the initial contract duration, automatic renewal provisions, and the notice period and grounds for termination — with or without cause.

Common mistake: No cure period for breach before termination takes effect. Automatic termination on breach — without a cure window — can end a functioning freight relationship over an administrative error.

In plain language: Designates the governing law, identifies which international transport conventions apply by mode and lane, and provides a dispute resolution mechanism — arbitration, mediation, or court.

Common mistake: Selecting a governing law with no connection to the carrier's operating jurisdiction. Courts in the carrier's home country may refuse to enforce foreign choice-of-law clauses that conflict with mandatory local transport regulations.

A carrier-shipper agreement is a legally binding contract that governs the terms under which a freight carrier transports goods on behalf of a shipper. It goes beyond the standard bill of lading to cover negotiated freight rates, transit time commitments, liability limits, insurance obligations, and the claims process — providing both parties with enforceable rights and defined responsibilities for the duration of the relationship.

A bill of lading is a shipment-level document issued by the carrier for each individual load — it serves as a receipt, a title document, and a transport contract for that single move. A carrier-shipper agreement is a master contract that governs the entire ongoing relationship, setting rates, service levels, and liability terms that apply to every shipment tendered under it. The BOL references and operates within the master agreement's terms.

The applicable convention depends on the transport mode and lane. Road freight within or crossing most European countries is governed by the CMR Convention, which caps liability at 8.33 SDR per kilogram. Ocean freight to or from the US is subject to COGSA, which limits liability to $500 per package. Air cargo internationally falls under the Montreal Convention, capping liability at 22 SDR per kilogram. A well-drafted contract identifies which convention applies to each mode and lane covered.

Carrier liability is generally capped on a per-shipment or per-kilogram basis, with the specific limit set by contract or by the applicable international convention. COGSA sets a $500 per-package limit for ocean freight; CMR sets 8.33 SDR per kilogram for road freight in Europe; the Montreal Convention sets 22 SDR per kilogram for air cargo. Shippers can typically raise the limit by declaring a higher cargo value on the bill of lading and paying an excess-value charge, which should be explicitly provided for in the master agreement.

At minimum, a carrier should carry cargo insurance sufficient to cover the highest-value single shipment the shipper will tender, and commercial general liability insurance of at least $1 million per occurrence. For high-value or specialized cargo, shippers often require $5 million or more in cargo coverage. The agreement should name the shipper as additional insured or loss payee and require annual certificate renewal. The shipper should also carry its own all-risk cargo policy as a backstop.

Filing deadlines depend on the applicable convention and jurisdiction. Under COGSA, written notice of loss or damage must be given before or at delivery for visible damage, or within three days for concealed damage, with suit filed within one year of delivery. Under CMR, claims for loss must be filed within one year (three years for willful misconduct). Under the Montreal Convention, written notice is required within 14 days for damage and 21 days for delay. Contractual deadlines should meet or exceed these statutory minimums to remain enforceable.

Unless the agreement explicitly restricts subcontracting, carriers are generally permitted to engage subcontractors or owner-operators to perform transport services. The agreement should state whether subcontracting requires prior written approval and should confirm that the carrier remains fully liable for acts and omissions of any subcontractor as if the carrier had performed the service directly. This is particularly important for high-value, temperature-controlled, or hazardous cargo.

A carrier-shipper agreement is a direct contract between the party moving the goods (the carrier) and the party tendering the goods (the shipper). A freight broker agreement involves an intermediary — the broker — who arranges transport on the shipper's behalf without actually carrying the cargo. Brokers carry their own liability exposure and are subject to separate licensing requirements under FMCSA regulations in the US. Shippers working through brokers should ensure the underlying carrier contract passes through appropriate liability and insurance terms.

For straightforward domestic trucking relationships with standard liability limits, a high-quality template is typically sufficient with careful customization. Legal review is strongly recommended when the contract covers international lanes subject to multiple conventions, when cargo values regularly exceed $100,000 per shipment, when the agreement includes complex indemnity structures, or when the carrier operates in jurisdictions with mandatory transport regulations that override contractual terms.