Introduction

This Transportation Services Agreement (“Agreement”) is made and entered into by and between Sarah Mitchell , a company organized and existing under the laws of [Jurisdiction], with its principal place of business at [Client Address] (“Client”), and [Transportation Provider Name], a company organized and existing under the laws of [Jurisdiction], with its principal place of business at 14 Banksia St, Brisbane QLD 4000 (“Service Provider”).

The purpose of this Agreement is to establish the terms and conditions under which the Service Provider will deliver transportation and logistics services to the Client, including but not limited to the shipment, handling, and timely delivery of goods as detailed herein. Both parties wish to set forth their respective responsibilities and obligations in a clear and legally binding manner.

Now, therefore, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Personnel

The Service Provider shall employ and assign qualified personnel to perform the transportation services under this Agreement. All personnel, including drivers, handlers, and support staff, must be properly trained, licensed (where applicable), and experienced in handling the type of goods specified.

The Service Provider is solely responsible for the actions, conduct, and compensation of its personnel. The Client shall not be liable for any employment-related claims, injuries, or disputes involving the Service Provider’s staff. All personnel must conduct themselves professionally and adhere to all safety, security, and operational protocols established by the Client and relevant authorities while on-site or in transit.

Client Responsibility

The Client agrees to cooperate with the Service Provider to ensure smooth and efficient execution of transportation services. The Client shall:

• Provide accurate and complete details regarding shipment contents, size, weight, and handling requirements.

• Ensure that goods are properly packaged and ready for pickup at the designated time and location.

• Grant timely access to pickup and delivery locations, including any permits or site-specific instructions.

• Notify the Service Provider of any delays, changes, or issues that may impact the transport schedule.

• Pay all service fees and charges in accordance with the agreed terms and invoicing schedule.

The Client shall not hold the Service Provider liable for delays or service interruptions caused by inaccurate information, site access issues, or other factors within the Client’s control.

General Provisions

1. Independent contractor
The Service Provider is an independent contractor and not an employee, partner, or agent of the Client. Nothing in this Agreement shall be interpreted as creating an employment, joint venture, or agency relationship between the parties.

2. Governing law
This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to its conflict of law provisions.

3. Entire agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, discussions, or representations, whether oral or written.

4. Amendments
Any amendments or modifications to this Agreement must be made in writing and signed by authorized representatives of both parties to be valid and enforceable.

5. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

6. Waiver
No waiver of any breach or default under this Agreement shall be deemed a waiver of any subsequent breach or default. All waivers must be in writing and signed by the waiving party.

7. Assignment
Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except in the case of a merger, acquisition, or sale of substantially all assets.

8. Notices
All notices under this Agreement shall be in writing and sent to the addresses specified in the opening of this Agreement, or to such other address as a party may later provide in writing.

9. Force majeure
Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including but not limited to natural disasters, strikes, government actions, or transportation disruptions.

10. Counterparts
This Agreement may be executed in counterparts, including electronically or via PDF, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Penalty clause

If delivery is delayed due to the Service Provider’s own misconduct or gross negligence, the Service Provider will be granted a grace period of [X] hours to complete the delivery. If the delay is not rectified within this period, the Client reserves the right to charge a penalty of $[X] per ton, per day, for each day the convoy or truck remains undelivered beyond the 48-hour period.

Additionally, the Client reserves the right to engage an alternative service provider to complete the delivery of any delayed shipments at the expense of the original Service Provider.

Termination of agreement

The Client may terminate this Agreement at any time with prior written notice. In the event of termination except where it results from a breach of contract by the Service Provider the Client agrees to compensate the Service Provider for services rendered up to the point of termination. This includes payment per ton up to the location where transportation services ceased.

In cases of breach by the Service Provider, the Client may terminate the Agreement without obligation to compensate for unfulfilled services.

Force majeure

Neither party shall be held liable for delays or failures in performance resulting from events beyond their reasonable control (“Force Majeure”), including natural disasters, wars, labor strikes, government actions, or other unforeseen events.

If transportation is interrupted due to such events, the Client shall compensate the Service Provider based on the rate per ton per kilometer for services rendered up to the point of interruption. No party shall be held responsible for contract termination arising directly from such Force Majeure events.

Acme Climate Co.

Mitchell & Co.