Terms and Conditions – B2B

These Business-to-Business Terms and Conditions (the “B2B Terms”) apply to transportation services that KA MEGA TRANS LLC (“KA MegaTrans,” “Broker,” “we,” or “us”) arranges for businesses, including dealerships, auctions, rental and fleet operators, leasing and finance companies, manufacturers, and other brokers (each a “Shipper,” “you,” or “your”). By requesting a quote, tendering a vehicle or load, or accepting a rate confirmation, you agree to these B2B Terms. Individual consumers are covered by our Terms and Conditions.

1. Definitions

• “Carrier” means an independent motor carrier with active FMCSA operating authority that Broker selects to transport a Shipment.
• “Shipment” means one or more vehicles, units, or loads tendered under a single order or rate confirmation.
• “Rate Confirmation” means the written order, quote acceptance, or dispatch confirmation that states the origin, destination, units, rate, accessorials, and payment terms of a Shipment.
• “Account” means an approved business account with agreed credit and payment terms.

2. Broker relationship

KA MegaTrans is a licensed property broker (USDOT 9966936, MC-56969389) and acts only as an arranger of transportation. Broker does not take possession, custody, or control of any Shipment and is not a motor carrier. Each Carrier is an independent contractor responsible for its drivers, equipment, safety compliance, loading, securement, transport, and delivery. Broker will use reasonable care to select Carriers with active operating authority, satisfactory safety status, and cargo insurance of at least US $100,000 per load, or higher limits when agreed for high-value Shipments.

3. Orders and rate confirmations

• Each Shipment is governed by these B2B Terms and its Rate Confirmation. If they conflict, the Rate Confirmation controls on rates, units, and dates.
• Rates assume accurate information about each unit (VIN, year, make, model, dimensions, weight, running condition, and modifications) and about the pickup and delivery sites (hours, access, contacts). Inaccurate information may result in revised rates, accessorial charges, or refusal by the Carrier.
• Standing lanes, volume pricing, and recurring schedules may be agreed in a separate rate sheet, which forms part of these B2B Terms.

4. Releases, gate passes, and documents

Shipper is responsible for providing, before dispatch, all releases, gate passes, buyer numbers, lot or stock numbers, keys, and authorizations needed for the Carrier to collect each unit, and for confirming that units are paid for and available. Storage, late-pickup, or relocation fees charged by an auction, port, or facility because a unit was not released or available on time are the Shipper’s responsibility. Shipper confirms that it owns or is authorized to ship each unit and that units contain no hazardous materials, contraband, or personal property, unless agreed in writing.

5. Scheduling and transit

Pickup windows and transit times are estimates, not guarantees, unless a guaranteed or expedited service is stated in the Rate Confirmation. Broker will communicate status updates and known delays. Broker is not liable for delay, detention, or consequential costs caused by Carrier operations, weather, road conditions, facility hours, or other causes beyond its control.

6. Accessorial charges

The following may apply when they occur and are documented: inoperable or non-rolling units not disclosed; winch or forklift loading; oversized or modified units; dry runs (unit not available or not released when the Carrier arrives); waiting time beyond 1 hour at pickup or delivery; additional stops; redelivery; storage; tolls, ferries, and permits; and after-hours or weekend service. Accessorial rates are stated in the Rate Confirmation or rate sheet, or confirmed with Shipper before they are incurred where practical.

7. Invoicing and payment

• Shippers without an approved Account pay according to the Rate Confirmation, which may require payment on delivery to the Carrier or to Broker.
• For approved Accounts, Broker will invoice after delivery, and payment is due within fifteen (15) days of the invoice date unless other terms are stated in writing. Broker may set and change credit limits.
• Late payments accrue interest at 1.5% per month, or the maximum rate permitted by law if lower, and Shipper will pay reasonable costs of collection, including attorneys’ fees.
• Payment obligations are not subject to set-off or deduction for claims unless agreed in writing. Disputed invoice items must be raised in writing within 15 days of the invoice date; undisputed amounts must still be paid on time.
• Broker may suspend service on an Account with overdue balances.

8. Cancellations

Shipper may cancel a Shipment without charge before a Carrier is dispatched. After dispatch, a cancellation or dry-run fee stated in the Rate Confirmation applies. Once units are loaded, the full rate is due.

9. Inspection, cargo claims, and liability

• The condition of each unit is recorded on the Carrier’s Bill of Lading or electronic inspection report at pickup and delivery. Shipper or its consignee must note any loss or damage on the delivery receipt before the driver leaves.
• Claims for cargo loss or damage are governed by 49 U.S.C. § 14706 (the Carmack Amendment) and must be filed in writing within 9 months after delivery. Shipper will file claims against the Carrier, and Broker will reasonably assist with documents, Carrier insurance details, and follow-up.
• Carrier liability is limited to the actual value of the damaged unit, or the cost of repair if less, up to the Carrier’s insurance limits, subject to any lower released value agreed in writing.
• Broker is not liable for loss, damage, or delay to any Shipment except to the extent caused by Broker’s own negligence in arranging transportation. In no event will either party be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, loss of use, or lost sales. Broker’s total liability arising from any Shipment will not exceed the broker fee Broker earned on that Shipment.

10. Non-circumvention

During the term of the relationship and for twelve (12) months after the last Shipment, Shipper will not knowingly solicit or contract directly with any Carrier first introduced to Shipper through Broker for the same lanes, in order to avoid Broker’s services. If Shipper does so, Shipper will pay Broker a commission of 15% of the transportation charges paid to that Carrier during this period.

11. Confidentiality

Each party will keep confidential the other party’s non-public pricing, rate sheets, customer lists, volumes, and business information, and will use it only to perform these B2B Terms, except as required by law.

12. Indemnification

Each party will indemnify and hold harmless the other from third-party claims, losses, fines, and reasonable attorneys’ fees to the extent caused by its own negligence, willful misconduct, or breach of these B2B Terms. Shipper will also indemnify Broker for claims arising from inaccurate unit information, undisclosed hazardous materials, or Shipper’s lack of authority to ship a unit.

13. Shipper insurance

Shipper is responsible for insuring its own inventory against risks not covered by Carrier cargo insurance, including acts of nature, theft from unattended locations, and values above the Carrier’s insurance limits. Broker can arrange Carriers with higher cargo limits on request.

14. Force majeure

Neither party is liable for failure or delay in performance, other than payment obligations, caused by events beyond its reasonable control, including severe weather, natural disasters, road closures, labor actions, government orders, epidemics, and fuel or equipment shortages.

15. Term and termination

These B2B Terms apply to every Shipment tendered to Broker until either party gives 30 days’ written notice of termination. Termination does not affect Shipments already dispatched or amounts already owed.

16. Governing law and venue

These B2B Terms are governed by applicable U.S. federal law and, where not preempted, by the laws of the State of California, without regard to conflict-of-law rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California. The prevailing party in any action to enforce these B2B Terms may recover its reasonable attorneys’ fees and costs.

17. General

• These B2B Terms, any signed account agreement, rate sheets, and Rate Confirmations are the entire agreement between the parties. Pre-printed terms on Shipper’s purchase orders or other forms do not apply.
• Broker may update these B2B Terms by posting a new version on its website. Updates apply to Shipments tendered after the posting date.
• Neither party may assign these B2B Terms without the other’s consent, except to a successor of its business.
• If any provision is unenforceable, the remaining provisions remain in effect. Notices must be in writing and may be sent by email to the addresses on file.

18. Contact

KA MEGA TRANS LLC · USDOT 9966936 · MC-56969389 · 234 N Belmont St, Glendale, CA · (747) 269-4783 · support@kamegatrans.com.