Carrier Terms and Conditions

NEWMARKET EQUIPMENT INC.

CARRIER TERMS AND CONDITIONS

Effective Date: July 1, 2023
Last Updated: August 1, 2026

These Carrier Terms and Conditions (“Terms”) govern transportation services performed by independent motor carriers (“Carrier”) for or on behalf of Newmarket Equipment Inc. (“Newmarket Equipment”).

1. ACCEPTANCE OF TERMS

Subject to the terms of any applicable separately executed written agreement, these Carrier Terms and Conditions apply to every Carrier that accepts a shipment, load, dispatch, Rate Confirmation, Load Confirmation, transportation assignment, or other carriage mandate tendered or arranged by Newmarket Equipment.

By accessing or using Newmarket Equipment’s website for the purpose of providing transportation services, accepting a Rate Confirmation or Load Confirmation, accepting a transportation assignment, dispatching equipment for a shipment, taking possession of freight, or otherwise commencing transportation services for a load tendered by Newmarket Equipment, Carrier confirms and agrees that:

Carrier has had the opportunity to review these Carrier Terms and Conditions;
Carrier understands and agrees to be legally bound by these Carrier Terms and Conditions;
The individual accepting the shipment, load, Rate Confirmation, Load Confirmation, or transportation assignment represents that they have authority to bind Carrier;
Acceptance of a Newmarket Equipment load constitutes acceptance of these Carrier Terms and Conditions as posted on Newmarket Equipment’s website;
Carrier’s acceptance of a shipment or commencement of transportation services constitutes acceptance of these Terms without the requirement for a separate handwritten or electronic signature; and
These Terms are incorporated into and form part of each Rate Confirmation, Load Confirmation, Dispatch Sheet, transportation assignment, or other shipment-specific agreement issued by Newmarket Equipment.

If Carrier does not agree to these Terms, Carrier must not accept, pick up, transport, or otherwise perform transportation services for any shipment tendered by Newmarket Equipment.

Where Newmarket Equipment and Carrier have entered into a separately executed written Carrier Agreement, that agreement shall remain in effect. Shipment-specific written terms shall apply to the applicable shipment to the extent expressly stated therein.

2. NEWMARKET EQUIPMENT’S ROLE

Where Newmarket Equipment arranges transportation utilizing an independent third-party motor carrier, Carrier acknowledges that Carrier is acting as an independent motor carrier operating under its own authority.

Carrier remains solely responsible for the operation of its vehicles, equipment, drivers, employees, owner-operators, contractors, and other persons performing transportation services on its behalf.

Nothing contained in these Terms shall be interpreted as creating an employer/employee, partnership, joint venture, agency, fiduciary, or similar relationship between Newmarket Equipment and Carrier.

CARRIER REPRESENTATIONS AND WARRANTIES

3. OPERATING AUTHORITY

Carrier represents and warrants that it:

a. Is properly registered, licensed, authorized, qualified, competent, insured, and available to provide the transportation services it accepts;

b. Holds and shall maintain all operating authorities, licences, permits, registrations, safety certificates, and governmental authorizations required in every jurisdiction in which it operates;

c. Is authorized to operate in interprovincial, extra-provincial, interstate, intrastate, and/or international commerce, as applicable;

d. Shall transport freight under its own operating authority unless otherwise expressly authorized in writing by Newmarket Equipment; and

e. Shall immediately notify Newmarket Equipment of any suspension, revocation, restriction, change, or threatened change to its operating authority, safety rating, insurance coverage, or legal ability to perform transportation services.

4. COMPLIANCE WITH LAWS AND REGULATIONS

Carrier shall comply at all times with all applicable Canadian and United States federal, provincial, state, municipal, and local laws and regulations governing its transportation services.

This includes, where applicable, requirements relating to:

Commercial vehicle operation and safety;
Hours of service;
Electronic logging devices;
Driver licensing, qualifications, and training;
Vehicle inspection and maintenance;
Cargo loading and securement;
Vehicle weight and dimensional restrictions;
Oversized and overweight transportation;
Dangerous Goods and Hazardous Materials;
Drug and alcohol testing requirements;
Workplace safety and workers’ compensation;
Customs and cross-border transportation;
Food safety, sanitation, temperature control, and contamination prevention;
Environmental requirements;
Insurance;
Security; and
Any other requirements applicable to the commodity, equipment, route, or transportation service.

Carrier shall provide evidence of compliance upon request.

5. SAFETY RATING

Carrier shall maintain an acceptable safety rating with all applicable regulatory authorities, including the appropriate Canadian provincial authorities and/or the U.S. Federal Motor Carrier Safety Administration (“FMCSA”), where applicable.

Carrier shall immediately notify Newmarket Equipment in writing if its safety rating becomes Conditional, Unsatisfactory, Unfit, or otherwise restricted, or if Carrier becomes subject to an out-of-service order or other regulatory action affecting its ability to legally or safely provide transportation services.

NO RE-BROKERING

6. PROHIBITION AGAINST RE-BROKERING

Carrier shall not re-broker, co-broker, subcontract, assign, interline, transfer, or otherwise arrange for another motor carrier or entity operating under different authority to transport any shipment tendered by Newmarket Equipment without the prior written authorization of Newmarket Equipment.

Unauthorized re-brokering is strictly prohibited.

Carrier shall remain fully responsible and liable for any shipment improperly re-brokered, assigned, subcontracted, or transferred and for any resulting loss, damage, delay, claim, cost, expense, or liability.

Where unauthorized re-brokering occurs, Newmarket Equipment reserves the right, subject to applicable law, to withhold payment and/or make payment directly to the motor carrier that physically transported the shipment.

A violation of this provision may result in immediate removal of Carrier from Newmarket Equipment’s approved carrier network in addition to any other rights or remedies available to Newmarket Equipment.

RATES, BILLING & PAYMENT

7. RATES

Rates for individual shipments shall be established through Newmarket Equipment’s written or electronic Rate Confirmation, Load Confirmation, Dispatch Sheet, or other shipment-specific communication accepted by Carrier.

Carrier’s acceptance of a load and/or commencement of transportation constitutes acceptance of the applicable confirmed rate and shipment requirements.

Any additional charges, including but not limited to:

Detention;
Layover;
Truck Ordered Not Used (“TONU”);
Additional stops;
Driver assistance;
Loading or unloading;
Tarping;
Lumper charges;
Storage;
Border delays;
Permits;
Pilot or escort vehicles;
Fuel surcharges; and
Other accessorial charges

must receive prior written authorization from Newmarket Equipment unless otherwise specifically stated in the applicable Rate Confirmation or Load Confirmation.

Carrier shall provide supporting documentation for approved accessorial charges upon request.

8. INVOICING

Carrier shall submit invoices to Newmarket Equipment in accordance with Newmarket Equipment’s billing instructions.

Unless otherwise agreed in writing, a complete invoice package shall include all applicable documentation requested by Newmarket Equipment, which may include:

Carrier invoice;
Newmarket Equipment Rate Confirmation or Load Confirmation;
Signed Bill of Lading;
Signed and legible Proof of Delivery;
Receipts supporting authorized accessorial charges;
Scale tickets, where applicable; and
Any other documentation reasonably required for the shipment.

Invoices will not be considered complete until Newmarket Equipment has received all required supporting documentation.

9. PAYMENT – NET 45

Newmarket Equipment shall pay Carrier’s properly submitted and undisputed invoices within forty-five (45) days (Net 45) following receipt of a complete and accurate invoice package, provided Carrier is not in default under these Terms, an applicable Carrier Agreement, Rate Confirmation, or Load Confirmation.

The Net 45 payment period shall commence only after Newmarket Equipment has received all required documentation.

Incomplete, inaccurate, illegible, or missing documentation may delay processing, and the Net 45 payment period shall not commence until the required documentation has been received.

Carrier shall not contact, invoice, demand payment from, or attempt to collect transportation charges directly from Newmarket Equipment’s customers, shippers, consignees, receivers, or other customer-related parties unless specifically authorized in writing by Newmarket Equipment or otherwise permitted by applicable law.

CARRIER RESPONSIBILITIES

10. EQUIPMENT

Carrier shall provide all equipment and qualified personnel necessary to safely and legally perform transportation services accepted from Newmarket Equipment.

All equipment must be:

Safe and roadworthy;
Properly maintained;
Clean and sanitary;
Suitable for the commodity being transported;
Free from contamination;
Properly licensed and inspected;
Capable of legally transporting the weight and dimensions tendered; and
Compliant with applicable safety requirements.

Carrier shall not provide equipment that could contaminate, damage, compromise, or otherwise make the freight unsuitable for its intended purpose.

11. DRIVERS AND PERSONNEL

Carrier is solely responsible for the hiring, training, supervision, discipline, compensation, direction, and control of its employees, drivers, owner-operators, contractors, and other personnel.

All drivers must possess the licences, endorsements, training, experience, and qualifications required for the transportation being performed.

Carrier is responsible for ensuring compliance with applicable hours-of-service requirements and shall never permit or instruct a driver to violate safety laws or regulations to satisfy a pickup or delivery schedule.

Safe and lawful operation shall at all times take precedence over service requirements.

12. REASONABLE DISPATCH & COMMUNICATION

Carrier agrees to transport and deliver all shipments with reasonable dispatch and in accordance with pickup and delivery requirements contained in the applicable Rate Confirmation, Load Confirmation, or other written instructions.

Carrier shall immediately advise Newmarket Equipment of any actual or anticipated:

Pickup delay;
Delivery delay;
Accident;
Breakdown;
Cargo damage;
Cargo shortage;
Cargo rejection;
Temperature deviation;
Border or customs delay;
Regulatory issue; or
Other event that could affect the shipment.

Carrier shall maintain reasonable and timely communication with Newmarket Equipment throughout transportation.

CARGO RESPONSIBILITY

13. BILLS OF LADING AND POSSESSION OF FREIGHT

Carrier shall obtain and properly execute all required Bills of Lading and transportation documentation.

Unless otherwise provided by applicable law or written agreement, Carrier assumes responsibility for cargo when Carrier takes possession or control of the shipment.

Carrier’s responsibility shall continue until the freight has been properly delivered to the designated consignee and appropriate delivery documentation has been signed.

Failure to issue, obtain, or sign a Bill of Lading shall not relieve Carrier of responsibility for cargo in its possession or control.

14. CARGO LOSS, DAMAGE OR THEFT

Carrier shall be responsible for cargo loss, damage, shortage, contamination, theft, or destruction occurring while a shipment is in Carrier’s possession or control to the extent provided under applicable law.

Carrier shall immediately notify Newmarket Equipment of any:

Cargo loss;
Damage;
Shortage;
Theft;
Accident;
Contamination;
Rejection; or
Potential cargo claim.

Carrier shall not sell, salvage, dispose of, destroy, or otherwise transfer damaged or rejected goods without prior written authorization from Newmarket Equipment and/or the lawful cargo owner.

15. CANADIAN SHIPMENTS

For shipments originating in Canada, Carrier’s liability for cargo loss or damage shall be determined in accordance with applicable legislation, regulations, Uniform Conditions of Carriage, contractual terms, and/or common law applicable in the province of origin.

Where a higher cargo value has been declared and accepted in writing prior to transportation, Carrier shall be responsible in accordance with the applicable declared-value provisions and governing law.

16. UNITED STATES SHIPMENTS

For shipments originating in the United States, Carrier’s liability for cargo loss, damage, or theft shall be determined in accordance with applicable United States law, including the Carmack Amendment, 49 U.S.C. §14706, where applicable.

Carrier shall comply with applicable United States cargo claims regulations and applicable FMCSA requirements.

INSURANCE

17. INSURANCE REQUIREMENTS

Carrier shall maintain, at its own expense, all insurance required by applicable law and by Newmarket Equipment for the transportation services being performed.

Unless different or higher limits are specified by Newmarket Equipment in writing, Carrier shall maintain appropriate coverage including:

Commercial General Liability

Not less than $2,000,000 CAD per occurrence or equivalent coverage acceptable to Newmarket Equipment.

Automobile Liability

Not less than $2,000,000 CAD per occurrence or equivalent, covering bodily injury and property damage arising from Carrier’s transportation operations.

Cargo Insurance

Carrier shall maintain cargo insurance sufficient to cover its legal liability for commodities transported and meeting any minimum limits specified by Newmarket Equipment for the applicable shipment.

Workers’ Compensation / Workplace Insurance

Carrier shall maintain workers’ compensation, WSIB, or equivalent coverage as required by applicable law in each jurisdiction in which Carrier operates.

Newmarket Equipment may require higher insurance limits for dangerous goods, hazardous materials, oversized or overweight shipments, high-value freight, specialized commodities, or other transportation presenting increased exposure.

Carrier shall provide current certificates of insurance upon request.

Carrier shall immediately notify Newmarket Equipment of any cancellation, lapse, reduction, material change, or non-renewal of required insurance.

Carrier’s liability shall not be limited solely by the amount of insurance available.

INDEMNIFICATION

18. INDEMNITY

To the extent permitted by applicable law, Carrier shall defend, indemnify, and hold harmless Newmarket Equipment, its customers, affiliated entities, officers, directors, employees, and agents from claims, liabilities, damages, fines, penalties, costs, and reasonable legal expenses arising from or relating to Carrier’s performance or breach of its transportation obligations.

This includes acts or omissions of Carrier’s:

Employees;
Drivers;
Owner-operators;
Contractors; and
Agents.

Such obligations include claims relating to bodily injury, death, property damage, cargo loss or damage, regulatory violations, environmental incidents, and Carrier’s ownership, possession, maintenance, custody, use, or operation of transportation equipment.

Carrier’s indemnification obligations shall not apply to the extent a claim is directly caused by the negligence or wrongful conduct of the party seeking indemnification.

This provision shall survive completion of the applicable shipment and termination of the relationship between Carrier and Newmarket Equipment.

CONFIDENTIALITY & CUSTOMER PROTECTION

19. CONFIDENTIAL INFORMATION

Carrier acknowledges that information obtained through its relationship with Newmarket Equipment may constitute confidential and commercially sensitive information.

Confidential information includes, without limitation:

Customer identities;
Customer contact information;
Freight rates;
Customer pricing;
Shipment volumes;
Shipping schedules;
Origins and destinations;
Customer transportation and logistics requirements;
Financial information;
Business practices; and
Other non-public commercial or customer information.

Carrier shall not disclose or use such information for any purpose other than performing authorized transportation services for Newmarket Equipment without Newmarket Equipment’s prior written consent.

20. NO BACK SOLICITATION

Unless otherwise agreed in writing, Carrier shall not knowingly solicit or accept transportation business directly from a Newmarket Equipment customer, shipper, consignor, consignee, or other customer first introduced to Carrier through Newmarket Equipment for a period of twelve (12) months following Carrier’s last shipment for that customer through Newmarket Equipment.

This provision shall not apply where Carrier can demonstrate through written records that it had a legitimate, pre-existing business relationship with the customer independently of Newmarket Equipment before the customer was introduced through Newmarket Equipment.

Newmarket Equipment reserves all rights and remedies available under applicable law in the event of a breach of this provision.

GENERAL TERMS

21. INDEPENDENT CONTRACTOR

Carrier is and shall remain an independent contractor.

Carrier shall maintain exclusive control over the manner and means by which transportation services are performed, subject to applicable laws, regulations, shipment requirements, and contractual obligations.

Nothing in these Terms creates an employment relationship, partnership, joint venture, fiduciary relationship, or agency relationship between Carrier and Newmarket Equipment.

22. FORCE MAJEURE

Neither party shall be liable for failure to perform an obligation, other than payment obligations, where performance is prevented by an event beyond the reasonable control of the affected party and not caused by its negligence.

Such events may include:

Natural disasters;
Severe weather;
War or civil disturbance;
Government actions;
Fires;
Strikes;
Lockouts; or
Comparable events beyond the affected party’s reasonable control.

The affected party shall notify the other party as soon as reasonably practical.

23. GOVERNING LAW AND JURISDICTION

These Carrier Terms and Conditions shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, except where mandatory transportation law of another jurisdiction applies to a particular shipment.

Subject to any mandatory statutory jurisdiction, Carrier and Newmarket Equipment agree to submit to the courts of the Province of Ontario, Canada.

24. RATE CONFIRMATIONS AND SHIPMENT-SPECIFIC INSTRUCTIONS

Each Rate Confirmation, Load Confirmation, Dispatch Sheet, or other shipment-specific written instruction issued by Newmarket Equipment and accepted by Carrier shall form part of the agreement governing that shipment.

Acceptance of a Rate Confirmation, Load Confirmation, Dispatch Sheet, shipment, or transportation assignment constitutes acceptance of these Carrier Terms and Conditions as posted on Newmarket Equipment’s website.

Carrier agrees to comply with all applicable shipment-specific requirements contained therein.

Where a shipment-specific Rate Confirmation or Load Confirmation expressly conflicts with these Terms, the shipment-specific written terms shall govern the applicable shipment to the extent of the conflict.

25. WEBSITE TERMS AND UPDATES

The current version of these Carrier Terms and Conditions shall be maintained on Newmarket Equipment’s website.

Newmarket Equipment may amend or update these Terms from time to time.

Unless otherwise required by applicable law or agreed in writing, the version of the Carrier Terms and Conditions posted on Newmarket Equipment’s website at the time Carrier accepts a shipment shall apply to that shipment.

Carrier is responsible for reviewing the applicable Carrier Terms and Conditions before accepting freight from Newmarket Equipment.

Carrier’s acceptance of subsequent shipments after Terms have been updated constitutes acceptance of the version then in effect for those subsequent shipments.

26. SEVERABILITY

If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be severed or limited to the minimum extent necessary and the remaining provisions shall continue in full force and effect to the extent permitted by law.

27. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

These Carrier Terms and Conditions, together with applicable Carrier Agreements, Rate Confirmations, Load Confirmations, Dispatch Sheets, and other shipment-specific written agreements between Newmarket Equipment and Carrier, constitute the terms governing transportation services provided by Carrier.

Where there is an inconsistency between documents, any separately executed written Carrier Agreement and shipment-specific written terms shall govern to the extent expressly applicable to the matter in question, followed by these Carrier Terms and Conditions.

No waiver of any provision shall constitute a continuing waiver or waiver of any other provision unless expressly stated in writing by Newmarket Equipment.

28. WEBSITE ACCEPTANCE AND BINDING AGREEMENT

Carrier expressly acknowledges and agrees that a separate signature is not required for these Carrier Terms and Conditions to apply to transportation services accepted from Newmarket Equipment, to the extent permitted by applicable law.

By accepting a shipment, Rate Confirmation, Load Confirmation, Dispatch Sheet, transportation assignment, or other carriage mandate from Newmarket Equipment, or by taking possession of or transporting freight tendered by Newmarket Equipment, Carrier:

Acknowledges that these Carrier Terms and Conditions are available for review on Newmarket Equipment’s website;
Confirms that Carrier has had the opportunity to review these Terms before accepting the shipment;
Agrees to be legally bound by these Terms;
Confirms that the individual accepting the transportation assignment has authority to bind Carrier;
Agrees that acceptance of the shipment and/or commencement of transportation services constitutes Carrier’s acceptance of these Terms without requiring a separate handwritten or electronic signature;
Agrees that these Terms are incorporated by reference into the applicable Rate Confirmation, Load Confirmation, Dispatch Sheet, or other transportation assignment; and
Agrees that continued acceptance of freight from Newmarket Equipment constitutes acceptance of the Carrier Terms and Conditions applicable to each shipment at the time that shipment is accepted.

IF CARRIER DOES NOT AGREE TO THESE TERMS AND CONDITIONS, CARRIER MUST NOT ACCEPT, PICK UP, TAKE POSSESSION OF, TRANSPORT, OR OTHERWISE PERFORM TRANSPORTATION SERVICES FOR A SHIPMENT TENDERED BY NEWMARKET EQUIPMENT INC.

29. CONTACT

Questions regarding these Carrier Terms and Conditions should be directed to:

Newmarket Equipment Inc.
Ontario, Canada
Carrier Relations / Operations Department

Please refer to the Contact section of the Newmarket Equipment Inc. website for current contact information.

ACCEPTANCE OF A NEWMARKET EQUIPMENT LOAD CONSTITUTES ACCEPTANCE OF THESE TERMS

No separate signature is required to indicate Carrier’s acceptance of these Carrier Terms and Conditions.

By accepting a load or transportation assignment from Newmarket Equipment Inc., Carrier agrees to the Carrier Terms and Conditions posted on Newmarket Equipment’s website and applicable to the shipment at the time of acceptance.