Joyner Freight — Shipper Agreement

1. Purpose & Scope

This Shipper Agreement ("Agreement") governs the relationship between Joyner Transportation & Logistic Services LLC, a Georgia limited liability company ("Joyner," "we," "us," or "our"), and shippers ("Shipper," "you," or "your") who tender freight to Joyner for transportation as a motor carrier or for arrangement of transportation through Joyner's brokerage services. This Agreement applies to all shipments tendered to Joyner and supersedes any conflicting terms on a Shipper's purchase order, routing guide, or other form document, except to the extent a separate written agreement executed by both parties expressly states otherwise.

By tendering freight to Joyner or booking transportation services through any channel, Shipper agrees to be bound by this Agreement and the Joyner Master Terms & Conditions.

2. Services

Joyner provides freight transportation and logistics services in two capacities:

• As a motor carrier: Joyner directly transports freight using Joyner-operated vehicles and drivers. In this capacity, Joyner assumes motor carrier liability under the Carmack Amendment (49 U.S.C. § 14706).
• As a property broker: Joyner arranges transportation of freight using third-party motor carriers. In this capacity, Joyner acts as a licensed property broker and does not assume carrier liability for freight loss or damage.

The applicable capacity for each shipment will be identified in the rate confirmation. If not specified, Joyner's role will be determined by the operational facts of the shipment.

3. Shipper Obligations

Shipper agrees to:

• Provide accurate, complete, and timely freight information for each shipment, including commodity description, NMFC class, weight, dimensions, piece count, declared value (if any), and all special handling, hazmat, or regulatory requirements
• Properly package, label, mark, and prepare all freight for transportation consistent with industry standards and applicable law
• Prepare and provide all required shipping documentation, including properly executed bills of lading, hazmat shipping papers, and any required permits or certifications
• Ensure authorized personnel are available to tender freight within the scheduled pickup window and to receive and inspect freight at delivery
• Provide accurate and complete pickup and delivery location information, including facility hours, appointment requirements, dock restrictions, and contact information
• Promptly notify Joyner of any changes to shipment details, pickup location, or delivery requirements after a booking is confirmed
• Pay all freight charges, accessorial charges, and other amounts due under this Agreement and applicable rate confirmations in accordance with the payment terms set forth herein

4. Rates & Charges

Freight rates are as agreed in the applicable rate confirmation or account rate schedule. Quoted rates are based on the freight information provided at the time of quoting and are subject to adjustment for:

• Discrepancies between quoted and actual freight weight, dimensions, or NMFC classification (reweigh and reclassification charges apply)
• Accessorial services required but not included in the base rate, including but not limited to: liftgate pickup or delivery, inside delivery, residential delivery, appointment scheduling, detention, layover, re-delivery, fuel surcharges, and hazmat handling fees
• Address corrections or changes after dispatch
• Additional stops not included in the original rate confirmation

Shipper authorizes Joyner to charge the payment method on file for any accessorial or adjustment charges incurred. Joyner will make reasonable efforts to notify Shipper of anticipated accessorial charges before they are incurred where advance notice is practicable.

5. Pickup & Delivery Windows

Joyner will use commercially reasonable efforts to pick up and deliver freight within the scheduled windows. Estimated transit times are good-faith estimates and are not guaranteed delivery times unless a guaranteed service level is expressly agreed in writing at the time of booking. Joyner is not liable for delays caused by weather, traffic, Acts of God, governmental actions, shipper or consignee delays, or other factors outside Joyner's reasonable control.

If Shipper's facility causes driver detention exceeding two (2) free hours at pickup or delivery, detention charges will apply at the applicable rate per hour thereafter.

6. Freight Liability

6.1 When Joyner Acts as Motor Carrier

Joyner's liability for loss of or damage to freight is governed by the Carmack Amendment and limited to a released value of $0.10 per pound per article unless a higher declared value is established on the bill of lading and Joyner agrees in writing to accept the higher valuation for an additional charge. Shipper is strongly encouraged to obtain shipper's interest cargo insurance for high-value or time-sensitive shipments.

6.2 When Joyner Acts as Property Broker

WHEN JOYNER ACTS AS A PROPERTY BROKER, JOYNER DOES NOT ASSUME CARRIER LIABILITY FOR FREIGHT LOSS OR DAMAGE. LIABILITY FOR CARGO LOSS OR DAMAGE RESTS WITH THE MOTOR CARRIER THAT TRANSPORTED THE FREIGHT. JOYNER'S BROKER LIABILITY IS LIMITED TO ITS CONTINGENT CARGO INSURANCE POLICY LIMITS AND ONLY APPLIES WHERE THE RESPONSIBLE CARRIER IS UNABLE TO SATISFY A VALID CARGO CLAIM.

7. Claims Procedure

All freight loss and damage claims must be submitted in writing to Joyner within nine (9) months of the delivery date or, in cases of non-delivery, within nine (9) months of the scheduled delivery date. Claims must include: the bill of lading number, pro number (if applicable), a description of the loss or damage, supporting photographs, repair estimates or replacement invoices, and a completed Joyner freight claim form. See the Freight Liability & Claims Policy for full claims procedures and timelines.

8. Payment Terms & Credit

Approved credit accounts are billed Net 30 from invoice date. New accounts may be required to prepay until credit is established. Invoices not paid by the due date accrue interest at 1.5% per month. Joyner reserves the right to: (a) require prepayment for accounts with overdue balances; (b) assert a carrier's lien on freight in Joyner's possession for unpaid charges; and (c) suspend service for accounts with chronic payment delinquency. All billing is subject to the Joyner Billing & Payment Policy.

9. Hazardous Materials

Shipper is solely responsible for the proper classification, packaging, labeling, marking, and documentation of all hazardous materials in compliance with 49 C.F.R. Parts 172–173 and applicable state law. Shipper must disclose all hazmat shipments to Joyner at the time of booking. Undisclosed hazmat shipments are a material breach of this Agreement and a violation of federal law. Shipper indemnifies Joyner for all costs, fines, penalties, and claims arising from Shipper's failure to properly prepare or disclose hazardous materials shipments.

10. Indemnification

Shipper agrees to indemnify, defend, and hold harmless Joyner and its affiliates, officers, employees, drivers, and agents from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) inaccurate, incomplete, or misleading freight information provided by Shipper; (b) improperly packaged, labeled, or prepared freight; (c) undisclosed or improperly documented hazardous materials; (d) Shipper's failure to comply with applicable law; (e) Shipper's breach of this Agreement; or (f) the acts or omissions of Shipper's employees or agents at pickup or delivery.

11. Confidentiality

Each party agrees to keep confidential the other party's proprietary business information, including rate information, customer lists, and operational data, and not to disclose such information to third parties without prior written consent. This obligation survives termination of this Agreement for a period of two (2) years.

12. Term & Termination

This Agreement is effective upon Shipper's first tender of freight to Joyner and continues until terminated by either party upon thirty (30) days' written notice. Either party may terminate immediately upon material breach by the other party. Termination does not affect obligations arising from shipments in transit or invoices outstanding at the time of termination.

13. Dispute Resolution & Governing Law

All disputes arising out of or relating to this Agreement are subject to the Joyner Arbitration & Dispute Resolution Policy. This Agreement is governed by applicable federal transportation law and, to the extent not preempted, the laws of the State of Georgia.

14. Contact

Freight shipping inquiries: freight@myjoyner.com | Joyner Transportation & Logistic Services LLC | Atlanta, Georgia.