**Updated: April 18, 2025**
HOW A NOTICE OF ASSIGNMENT IS ACCEPTED BY A PAYOR
Blue Water Capital dba “Fleetsmarts” makes it easy for Payors* to accept a Notice of Assignment (“NOA”) and acknowledge that Fleetsmarts has been set up as a motor carrier’s (“carrier”) factoring company. Acceptance of Notice of Assignment and acknowledgement shall be determined as effectuated in several ways.
1. Payor may press the “NOA Accepted” button on Fleetsmarts’ email,
2. Payor may respond to Fleetsmarts’ email indicating that Fleetsmarts is set up as the factoring company,
3. If Payor has a website for such things, Payor may indicate that Fleetsmarts is the carrier’s factoring company through Fleetsmarts’ portal,
4. When Payor makes payments to Fleetsmarts for loads that Fleetsmarts purchases from the carrier, this is considered indication that Payor has legally accepted the Notice of Assignment from the carrier.
If Payor has already accepted a Notice of Assignment from another factoring company, then Payor must deny the carrier’s Notice of Assignment to Fleetsmarts unless the other factoring company has furnished a credible Letter of Release.
If Payor accepts Notice of Assignments from the carrier to two different factoring companies without first getting a Letter of release from one of the factoring companies, the Payor is agreeing that the same load is being assigned to two entities and is obligating itself to pay both factoring companies for the same load if both factoring companies invoice the load.
OBLIGATIONS OF THE PAYOR ONCE NOTICE OF ASSIGNMENT IS ACCEPTED
Once the Payor has accepted this Notice of Assignment, unless they first obtain a Letter of Release from Blue Water Capital, payments for any of the carrier’s services to any other entity other than Fleetsmarts shall not satisfy Payor’s obligation to pay Fleetsmarts for those services. This includes payments directly to the carrier (including quick pay and advances for anything including unloading and loading fees) or payments made to other factoring companies or payments made to other entities on behalf of the carrier such as an unloading service. If the carrier submits Notice of Assignments to other factoring companies, the Payor shall not accept those Notice of Assignments without first obtaining a Letter of Release from Fleetsmarts. Other factoring companies may argue that their first-place security (UCC-1) gives them rights to payments. Be advised under the law and pertaining to the terms of the Notice of Assignment it does not.
When Payor accepts a carrier’s Notice of Assignment to Fleetsmarts, it agrees to the terms of the payment listed on the NOA itself and here on Fleetsmarts.net in the “Terms of Payment” section. Before factoring a carrier’s loads, Fleetsmarts contacts the Payor seeking an “Affirmation” that the load will pay in full. Fleetsmarts customizes its contact method to cater to the preferred contact method of the Payor. In most cases Fleetsmarts sends an email (Subject: “RATE VERIFICATION | Load number”) to verify that the Payor will pay the full rate listed on the rate confirmation sheet. If the Payor clicks the green button “The load is GOOD” or responds affirming the load is good in some other way, the Payor is thereby indicating that the load will pay in full. If the Payor fails to disclose any service failures at that time, then any payment to Fleetsmarts less than the rate listed on the Rate Confirmation Sheet shall not satisfy the debt for that particular load and the Payor must pay the remaining amount to Fleetsmarts and any corresponding late fees, penalties and interest* while the payment is outstanding.
If there are any disputes arising over unpaid payments, the venue for settling the dispute shall be Lehi, Utah.
In absence of email Affirmation, the Payor agrees to the following 3 alternative forms of validation serve as adequate substitutions for the email “Affirmation” process and are both valid Affirmation to Fleetsmarts that the load will pay in full and that Fleetsmarts may rely on this information to factor the carrier in full:
1. A verbal affirmation from its employee(s) or
2. A validation that the load was hauled by the carrier, viewable on Payor’s website through the portal access login provided to Fleetsmarts by the Payor coupled with a Bill of Lading that is issued by the Shipper and signed by the Consignee (receiver) with no indication that there were any overages, shortages, or damages
3. A Rate Confirmation sheet issued by the Payor to the carrier along with a corresponding and matching Bill of Lading that is issued by the Shipper and signed by the Consignee (receiver) with no indication that there were any overages, shortages, or damages
Payor agrees that any right it may have with the carrier to offset (the ability to use payment for loads that the carrier hauled without incident to pay for other carrier debts) does not transfer to Fleetsmarts after the Affirmation.
If Payor pays anyone other than Fleetsmarts, the invoice will not be satisfied, the Payor’s legal obligations will not be fulfilled, and the Payor will be required to pay the amount again to Fleetsmarts.
Also, if we obtain from the Carrier a Bill of Lading that is issued by the Shipper and signed by the Consignee (receiver) with no indication that there were any overages, shortages, or damages, that we can rely on that as conclusive evidence that the load was delivered in good order and within the specified terms and that the load will pay in full in accordance with the rate depicted on the corresponding Rate Confirmation sheet, including if there were any loading or unloading fees that were paid by the broker, that the broker will not deduct those fees from the rate.
The Notice of Assignment may only be revoked in writing by a document entitled “Letter of Release” that is issued by Fleetsmarts directly to the Payor via email or mail and signed by an authorized representative of Fleetsmarts
*Payor is an entity (example: Transportation Broker, Shipper, Receiver, Consignee) that issues a contract to a motor carrier typically through a Rate Confirmation Sheet to provide transportation services. Payment for these services may be assigned by the carrier to a factoring company such as Fleetsmarts.
**Late fees, penalties and interest. Each week that a payment is outstanding the Payor agrees to pay a collection fee of $100 plus 18% interest per annum plus any additional itemized collection expenses Fleetsmarts incurs such as attorney’s fees, court filing fees, and travel expenses. To limit these expenses the Venue is set to Lehi, Utah.