The following Standard Terms and Conditions of Service constitute a legally binding contract between Blue Horizon Freight, LLC (“BHF”) and the “Customer” for any of the logistics services or multimodal transportation identified herein. In the event that BHF renders services and issues a document containing Specific Service Terms and Conditions governing such services, the terms and conditions set forth in such other document(s) shall govern those services.

(a) “BHF” shall mean Blue Horizon Freight, LLC, its subsidiaries, related companies, agents, third parties and/or representatives;

(b) “Customer” shall mean the person for which BHF is rendering service, as well as its principals, agents and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, consignors. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;

(c) “Documentation” shall mean all information received directly or indirectly from Customer, whether in paper or electronic form;

(d) “Third parties” shall include, but not be limited, to the following: airlines, carriers, truckmen, forwarders, ocean transportation intermediaries (“OTIs”), customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise;

(e) “Service by Air” shall mean air freight forwarding services provided by BHF as an Indirect Air Carrier (lAC) or air forwarder;

(f) “Service by Land” shall mean arranging for surface transportation as a property broker or freight forwarder;

(g) “Service by Water” shall mean arranging ocean freight forwarding services as a Non-Vessel Operating Common Carrier (“NVOCC”);

(h) “Customs Brokerage” shall mean providing assistance with facilitating the import and export of goods;

(i) “Transloading, Warehousing and other ancillary Logistics Service” shall include services such as loading, unloading, offloading, packing, crating and warehousing.

By Customer's tender of goods to BHF, Customer agrees to these Standard Terms and Conditions of Service, and mode-specific service terms and documents incorporated by reference. Customer understands that from time-to-time BHF may change its terms and conditions through website notice. At BHF’s election, Customer may be notified of such changes by electronic mail or by other means. If Customer initiates any service after the date of such change, then by such initiation of such services, Customer accepts and agrees with the terms and conditions then in effect. BHF acts as the “agent” of the Customer and shall retain qualified carriers and service providers for the purposes of performing duties in connection with arranging air, ocean and motor transportation and/or trans-loading and warehousing of goods. Pursuant to these terms and conditions, CLE neither owns nor operates ships, aircraft, trucks or other conveyances that actually transport the goods unless by separate written undertaking. Customer understands that different limits of cargo liability apply by statute or international treaty for different modes of service and accordingly the potentially less than full actual value limits of liability set forth in BHF’s Specific Service Terms and Conditions shall apply to it and its retained service providers.

The Customer understands and agrees that the rates do not include insurance or other compensation for loss, other than as expressly provided herein and limited hereby. Accordingly, the Customer agrees that in the event it desires coverage for loss, it will obtain insurance and that said insurance will contain a waiver of subrogation clause waiving any subrogation rights (for and on behalf of such insurance carrier). In the event that the Customer fails to obtain a waiver of subrogation, the Customer will defend, indemnify and hold harmless BHF and any carrier(s) retained by it with respect to claims made by the Customer or third parties acting as subrogees of the Customer. BHF can assist a Customer, upon the Customer's request, with the placement of cargo insurance. BHF is not an insurance company or insurance broker. Unless requested by a Customer to do so in writing and confirmed to Customer, BHF is under no obligation to procure insurance on a Customer's behalf. Customer shall pay all premiums and costs in connection with procuring requested insurance. Additional information concerning cargo insurance, insurance deductibles, policy exclusions, and excluded commodities are available upon request.

Customer shall pay BHF for all charges applicable to services rendered without setoff prior to cargo movement, unless credit has been established, for which payment is due within 30 days from date of invoice or by specified date in writing. Any objection to the rates and charges for services rendered must be submitted in writing within 10 days of receipt of invoice or shall be waived. If Customer fails to make payment when due, Customer shall pay BHF a late fee equal to 3% of the total past due amount per month or any part thereof or the maximum allowed by applicable law, whichever is less. Invoices not paid wit hin 30 days of receipt will be subject to collection fees in the amount of 30% or US$300, whichever is more. All charges are exclusive of applicable Federal, State or local sales use, excise or similar taxes, government fees and customs penalties, and Customer shall pay directly to reimburse BHF for all taxes incurred as a result of the services provided. Payment shall be made in U.S. Dollars unless specified otherwise.

BHF and its service providers shall have a contractual lien on any cargo in its possession or the possession of its service providers for the payment of freight charges past and present which may be exercised in the event of Customer's default. BHF shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any ongoing storage or other charges. Customer shall notify all parties having an interest in its shipment(s) of BHF’s rights and/or exercise of such lien. Unless, within thirty days of receiving notice of lien, Customer posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due, in favor of BHF, guaranteeing payment of the monies owed, plus all storage charges accrued or to be accrued, BHF shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Customer.

Customer warrants that Customer and/or consignor when shipping hazardous materials that consignor is knowledgeable in shipping hazardous materials. Customer and/or the consignor warrants that all shipments shall comply with all applicable hazardous materials rules and regulations for the applicable mode of transport and all other health, safety and security regulations. All shipments shall be properly packaged, marked and labeled, and clearly identified. Customer agrees that BHF is authorized to inspect and screen all cargo, rejecting and returning at Customer's expense any shipment tendered to it in violation of the warranties contained herein. BHF and its retained service providers reserve the right to open, inspect, and re-seal any cargo tendered, without incurring fine or liability. This right shall be exercised upon probable cause or as required by applicable safety and security regulations and requirements. Customer and/or consignor shall indemnify and hold harmless BHF and all service providers from any liability, loss, damage, fine, or suit arising from breach of the warranties set forth herein.

Customer warrants that it is the beneficial owner or agent authorized to bind the beneficial owner with respect to all terms and conditions in this contract. Customer shall indemnify and hold harmless BHF and its service providers from any liability or claim (including cargo) brought by the beneficial owner or its insurer which exceeds the contractual undertakings of BHF and its service providers as set forth herein and in the applicable specific service terms and conditions. Customer, Shipper and consignee shall be jointly and severally liable to pay and indemnify BHF for all costs, including but not limited to, claims, fines, penalties, and attorneys' fees incurred by BHF by reason of any violation of these service conditions. Customer agrees to comply with all applicable laws and government regulations of any country to, from, across, or over which its goods may be carried, including those relating to the packing, carriage, or delivery of goods, and shall furnish such information to BHF as is necessary to comply with such laws and regulations. Shipments covered by BHF’s terms and conditions are prohibited if diverted contrary to U.S. laws. Customer, and the person or entity that originates and tenders goods for handling or transport, hereby consent to an inspection of the cargo. Customer specifically warrants that it shall not tender or cause to be tendered to BHF any illegal items for transport, handling, or storage. In the event BHF discovers such items in Customer's cargo, Customer understands that the discovery of such items will cause the shipment to be seized by authorities and/or delay the shipment in violation of Customer's warranties and due to no fault of BHF. BHF has the right to reject and return, at Customer's expense, any shipment tendered to it in violation of Customer's warranties herein.

Each party shall indemnify, defend and hold harmless the other, its successors and assigns, and their respective affiliates, employees, directors, officers, owners, representatives and agents from any and all losses, claims, demands, damages, liabilities, obligations, costs and/or expenses, including, without limitation, reasonable attorneys' fees to the extent caused by any negligent or willful act or omission of the indemnitor, its employees or agents. BHF warrants that motor carriers retained by it hold insurance as required by federal statute and that such insurance will insure to Customer's benefit. BHF warrants that upon payment of applicable charges, it will pay all relevant service providers retained by it and thereafter indemnify and hold harmless Customer, consignor and consignee from any liability for payment of freight charges to contracted parties.

BHF shall not be liable for any damages, whether direct, incidental, punitive, exemplary, special or consequential, in excess of the Declared Value of a shipment, in any event, and including, but not limited to, damages resulting in loss of income or profits, whether or not either party had known that such consequential damages might occur. BHF will not be liable for nor shall any adjustment, refund or credit of any kind be made as a result of any loss, damage, delay, mis-delivery, non-delivery, misinformation or any failure to provide information, except such as may result from BHF's sole negligence. However, in no event will BHF be liable for any such loss, damage, delay, mis-delivery, non-delivery, misinformation or failure to provide information caused by or resulting in whole or part from any of the following;

(a) The act, default or omission of the Shipper, consignee or any other third party with an interest in the shipment;

(b) The nature of the shipment or any defect, characteristic or inherent vice of the shipment;

(c) The Shipper, consignee or third party's violation of any of the terms and conditions contained in these service conditions, as amended from time to time, or on a waybill, including, but not limited to, the improper or insufficient packing, securing, marking or addressing of shipments;

(d) Perils of transportation, public enemies, public authorities acting with actual or apparent authority on the premises, authority of law, local disputes, civil commotions, hazards incident to a state of war, or weather conditions (as determined solely by BHF); national or local disruptions in ground transportation networks due to events beyond BHF’s control, such as weather phenomena, strikes, or natural disasters: and disruption of communication and information systems;

(e) Acts or omissions of any person or entity other than BHF including compliance with verbal or written delivery instructions from the Shipper, consignee or persons claiming to represent the Shipper or consignee;

(f) Loss of or damage to articles packed and sealed in packages by the Shipper, provided the seal is unbroken at the time of delivery, the package retains its basic integrity, and receipt of shipment by the consignee without written notice of damage on the delivery record;

(g) Erasure of data from magnetic tapes, or other storage media or erasure of photographic images or sound tracks from exposed film;

(h) BHF's inability to provide a copy of the delivery record or a copy of the signature obtained at delivery; and

(i) Damage in transit or in the handling of, or concealed or other damage to, fluorescent tubes, neon lighting, neon signs, X-ray tubes, glass or other inherently fragile items.

Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, BHF shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment; advice by BHF that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that BHF warrants or represents that such person or firm will render such services nor does BHF assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind, which occurs while a shipment is in the custody or control of a third party or the agent of a third party; all claims in connection with the Act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, BHF shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by BHF.

Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by BHF to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon BHF unless BHF in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between BHF and the Customer.

Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended, (19 USC §1508 and 1509), it has the duty and is solely liable for maintaining all records required under the Customs and/or other Laws and Regulations of the United States; unless otherwise agreed to in writing, BHF shall only keep such records that it is required to maintain by Statute(s) and/or Regulation(s), but not act as a "record keeper" or "recordkeeping agent" for Customer.

Neither Customer nor BHF will be liable for any delay in the performance of their respective obligations for Services resulting directly or indirectly from or contributed to by any acts of God, acts of government or other civil or military authorities, acts of terrorists, fires, accidents, floods, war, riot or other circumstances beyond its reasonable control.

These Standard Terms and Conditions of Service and the Specific Service Terms and Conditions contain the entire Contract between the parties and in the case of conflict between this Contract and any shipping document, tariff or other document issued by BHF its service provider or third parties, this Contract and mode Specific Service Terms and Conditions shall control. No employee or service provider of BHF shall have the power to waive or vary any of the contract terms and conditions of these Standard Terms and Conditions of Service or the Specific Service Terms and Conditions unless a duly authorized officer of BHF, in writing, has specifically authorized such waiver or variation.

These Standard Terms and Conditions of Service and the relationship of the parties shall be construed according to the laws of the State of Texas without giving consideration to the principals of conflict of law. Customer and BHF

(a) irrevocably consent to the jurisdiction of the United States District Court and the State courts of Texas;

(b) agree that any action relating to the services performed by CLE, shall only be brought in said courts;

(c) consent to the exercise of in personam jurisdiction by said courts over it, and

(d) further agree that any action to enforce a judgement may be instituted in any jurisdiction.

As a TSA registered and compliant Indirect Air Carrier (lAC), BHF holds out to provide both foreign and domestic air freight forwarding services subject to the specific terms and conditions referenced herein. BHF warrants it is compliant with applicable supply chain security requirements and that it will arrange for transportation utilizing only properly qualified ground and air service providers.

Hazardous goods which do not comply with Federal Aviation Administration (FAA) and Transportation Security Administration (TSA) requirements for shipment by air shall not be accepted. Customer, in compliance with law and regulations governing the transportation of such goods, shall have all shipments properly packed, distinctly marked and labelled, and shall notify BHF in writing of their proper description, nature, and necessary precautions. Customer shall indemnify and hold harmless BHF and its service providers against any and all loss, damage, liability, expense and fine, including without limitation, attorney's fees that are incurred and arise out of or are in any way connected with or caused by in whole or in part, the omission of full disclosure required by this clause or any applicable treaty, convention, laws, code, or regulation. All shipments shall be transported pursuant to the current lATA Air Waybill – Conditions of Contract, a copy of which is available upon request.

Customer shall comply with all regulations and requirements of U.S. Customs and Border Protection authorities and shall pay all duties, taxes, import taxes, fines, and losses incurred including full return freight for goods to place of delivery incurred or sustained by reason of failure to comply or by reason of any illegally incorrect or insufficient marking number or addressing of goods.

TSA and FAA Compliance

BHF is a TSA compliant lAC retaining ground service providers pursuant to approved protocols. Customer warrants that it is solely responsible for properly identifying and credentialing the consignor and ensuring that all cargo is properly identified, marked and labeled, indemnifying and holding harmless BHF and its service providers from any fine, claim or cause of action arising from breach of this warranty. BHF has the right to reject, and return to Customer at Customer's expense, any shipment tendered to it in violation of the Customer's warranties as set forth herein. Customer agrees that BHF is allowed to inspect, through physical or any other means, any shipment tendered to BHF for transport, handling or storage, including shipments in sealed packaging. Neither BHF nor its ser vice providers shall be liable for any damage to cargo arising from TSA-mandated inspection of cargo prior to transportation by air.

Domestic Air Freight

Customer understands that domestic air freight, while not subject to imposed liability regimes by state or treaty, is subject to standardized pricing which limits forwarders and service providers liability for loss, damage or unreasonable delay to US$0.50 cents per pound per article, or whichever is less. Customer accepts this limit of liability for all domestic air freight shipments tendered to BHF regardless of whether the loss, damage or delay occurs while the shipment is in the possession and control of an air service provider, ancillary air service provider or pickup and delivery motor carrier.

International Air Shipments

Liability regimes for international air freight are governed by different treaty obligations depending upon the country of origin and destination and the applicable treaty and limitations thereto will apply to international air shipments arranged by BHF. Most industrial nations have adopted the so-called Montreal Protocol which limits the shipper's recovery to 19 Special Drawing Rights per kilo. In tendering shipments to BHF, Customer represents that it is a sophisticated shipper aware of the limitations of cargo liability applicable by international treaty to the cargo being shipped and accordingly indemnifies and holds harmless BHF and its service providers against any claim for loss, damage or delay which exceeds the limitations of liability imposed by applicable treaty at the time of tender.

Weights and Measures

Unless specifically otherwise agreed to in writing, BHF retains the right to re-weigh and/or measure, for the purpose of applying correct charges, any shipment(s) at any time while in BHF's custody and control, and to collect the appropriate charges without first advising, reporting back to, pre-alerting, or otherwise notifying the Shipper, Consignee or other interested party. BHF reserves the right to assess transport ation charges based on volumetric standards. Dimensional weight pricing is applicable on all shipments. If the dimensional weight exceeds the actual weight, transportation charges for the shipment are based on the dimensional weight.

BHF, acting as a licensed property broker is authorized by the Federal Motor Carrier Safety Administration (FMCSA) to conduct operations under Docket No.MC-1779752. BHF shall upon request arrange for substituted motor for air, movement of LTL shipments, truckload brokerage and other surface transportation utilizing licensed, authorized and insured motor carriers in compliance with regulations issued by the FMCSA, subject to the terms and conditions referenced herein.

A. Substituted Motor for Air and LTL Service

These service conditions shall apply when BHF, a licensed property broker, undertakes to arrange for the surface transportation in interstate commerce of truckload and LTL shipments utilizing selected and qualified Transportation Service Providers ("TSP" or "carriers"). The transportation is furnished by carriers selected by and under contract with BHF. The following Service Conditions are applicable to the transportation of any shipment tendered to BHF for movement by one or more of its contracted carriers.

Rates

Rates and service quotations by our employees and agents will be based upon information provided by Customer, but final rates and service may vary based upon the shipment actually tendered and the application of the Service Conditions herein. BHF makes no warranties, express or implied.

Bills of Lading or Shipping Documents

Any bill of lading or shipping document which is inconsistent with the transportation contract and receipt for goods published in these Terms and Conditions shall be executed for convenience only and shall be invalid to the extent it conflicts with the Terms and Conditions. Drivers and employees of BHF's qualified service providers are not authorized to bind BHF or its carriers to different terms and conditions. The uniform bill of lading terms and conditions should apply to the extent not inconsistent with this agreement. These service conditions and limitations shall apply notwithstanding the issuance of any other air waybill or bill of lading by any party tendering a shipment to carrier. The party tendering shipments to BHF shall indemnify and hold BHF and its carriers harmless from any demand or obligation which exceeds those set forth herein.

Cargo Loss or Damage

Liability for loss or damage as applicable to BHF acting as a property broker and its carriers is governed by this provision. Acting as a property broker, BHF accepts no liability for cargo loss, damage or delay. All cargo claims will be filed with the carrier retained by BHF and in possession of the cargo at the time of the loss. BHF shall retain licensed, authorized and insured motor carriers acting as independent contractors to render transportation services to Customers, unless otherwise agreed in writing. Customer is advised that its retained carriers contractually limit their liability for loss, damage or delay on expedited and substituted motor for air LTL shipments to US$0.50 cents per pound or US$500.00 per article, whichever is less. Higher limits may be obtained only by special arrangement before tender, confirmed in a signed written agreement. In the event the party tendering shipment to BHF requires greater limits of liability pursuant to a through air bill by contract or otherwise, Customer shall assume sole responsibility for the liability to the extent it exceeds the agreed limitation and shall indemnify BHF and its carriers, and shall waive subrogation with respect to any insurance purchased to provide excess liability coverage. Where a forwarder, broker, or logistics provider has agreed to higher limits of liability with its shipper in tendering shipments to BHF, it agrees BHF as a property broker shall have no liability for cargo loss and its carriers' liability shall not exceed the released rate limitation set forth herein and that it will indemnify and hold harmless BHF and its carriers from all claims, including attorney's fees, in the event that amounts greater than agreed to herein are sought.

Commodities Not Accepted for Transport

Items of a fragile nature shall not be accepted for carriage unless agreed to in writing by a BHF corporate officer. Such items shall include but not be limited to: statues of any kind, antiques of any kind, glass, crystal ware, glass bottled goods, china, clocks, stoneware, pottery, earthenware, marble and marble tiles, lighting fixtures with or without bulbs, electric bulbs, vacuum flasks, vitreous enameled objects, cast iron objects, bricks, firebricks, crucibles, asbestos, cement products, carborundum wheels, and radio/TV/cathode ray and similar transmitting or receiving tubes. Hazardous materials may be accepted for carriage, subject to approval. Items of a fragile nature that may be inadvertently accepted without the written approval of a BHF corporate officer shall still be subject to all terms and conditions, including but not limited to limitations of liability, whether or not any declared value is made.

Reasonable Dispatch

No time is fixed for the completion of carriage, and neither BHF nor its carriers shall be liable for any loss or damage caused by failure to commence or complete carriage within a certain time. BHF and its carriers assume no obligation to carry goods over any particular route. BHF and its carriers assume no obligation to carry the goods in any particular vehicle, and are authorized to select alternate means of transportation and deviation from route without liability.

No Special Damage

Neither BHF nor its carriers shall have any liability for any special or consequential damages. Shipments shall be governed by the Carmack Amendment, Title 49 U.S.C. Section 14706, and the release rate provisions contained herein shall be construed as complying with the notice, election of rates, and other requirements.

Pursuant to Title 49 U.S.C. Section 14101(b), Customer agrees that all rules and regulations which are waivable under that statute shall not apply to BHF or its retained service providers to the extent inconsistent with the contractual service terms and conditions set forth herein.

Claims Handling

Cargo claims shall be filed with the motor carrier in accordance with the terms of the uniform bill of lading, 49 CFR 370. BHF warrants payment of claims for which its retained service providers are adjudged legally liable subject to the limits of liability contained herein. As a property broker, BHF shall have no direct liability for cargo loss, damage, or delay.

B. Truckload

Acting as a property broker authorized by the Federal Motor Carrier Safety Administration (FMCSA) to conduct operations in Docket No. MC-1779752, BHF upon request, will arrange for truckload services utilizing licensed, authorized and insured motor carriers in compliance with regulations issued by the FMCSA. These specific terms and conditions of truckload services apply to surface brokerage services provided for Customer by BHF, unless superseded by a written agreement signed by both parties.

Customer’s Warranties

Customer shall be responsible for and warrants compliance by it and all consignors and consignees with applicable laws, rules, and regulations, including, but not limited to, customs laws, import and export laws, anti‐ corruption laws and governmental regulations of any jurisdiction to, from, through or over which the shipment may be carried. BHF assumes no liability to Customer or to any other person for any loss or expense due to the failure of Customer to comply with this provision. Any individual or entity acting on behalf of Customer in scheduling shipments hereunder warrants that it has the right to act on behalf of Customer and the right to legally bind Customer.

Customer Responsibilities

Unless agreed to otherwise in writing, Customer warrants that the consignor shall be responsible for:

(a) loading, blocking and bracing the shipment in the Carrier vehicle in proper and timely manner to prevent shifting of the shipment during normal transportation and to comply with highway weight limits and;

(b) that consignee will unload shipments from Carrier vehicle in proper and timely manner and within free time allowed by Carrier.

Detention beyond allowed free time may cause assessment of additional charges. All shipments shall be treated as “Shipper load and count, consignee unload” where shipments are delivered with seal intact. Customer also warrants that when shipping hazardous materials that the consignor is knowledgeable is shipping hazardous materials.

Bills of Lading

Any bill of lading used by Customer to tender a shipment to a Carrier shall contain the shipper name and address, consignee name and address, description of the goods, number of packages, and weight. The bill of lading will be deemed to read as if it were a Standard Truckload Bill of Lading. Any terms conditions and provisions of a bill of lading or other receipt shall be subject and subordinate to these Terms and Conditions. Any bill of lading issued by Customer or Carrier shall constitute a delivery receipt only. Customer will not insert BHF’s name on a bill of lading.

Responsibility for Freight Charges

Upon payment by BHF of freight charges to its retained Carrier, BHF acquires by assignment all collection rights of its Carrier. Upon payment by BHF to Carrier, BHF acquires Carrier’s bill of lading recourse to all parties

legally liable for payment of freight charges with respect to amounts not paid in accordance with the payment terms above.

Insurance

BHF shall procure and maintain, at no cost to Customer, and with reputable and financially responsible insurance underwriters, the following insurance coverage:

(a) Comprehensive general liability insurance in an amount not less than US$1,000,000 combined single limit per occurrence, US$2,000,000 aggregate;

(b) Employer’s liability insurance with a minimum coverage limit of US$500,000 for each accident;

(c) Worker’s compensation insurance as required by applicable law; and

(d) Any additional insurance required under any and all applicable federal, state, provincial and local laws, rules and regulations.

BHF warrants that it will require Carriers it retains to maintain auto liability insurance as required by federal statute as well as worker’s compensation insurance as required by applicable law and any additional insurance required by federal, state or local laws or regulations.

Indemnification

Each party shall indemnify, defend and hold harmless the other, its successors and assigns, and their respective affiliates, employees, directors, officers, owners, representatives and agents from any and all losses, claims, demands, damages, liabilities, obligations, costs and/or expenses, including, without limitation, reasonable attorneys’ fees to the extent caused by any negligent or willful act or omission of the indemnitor, its employees or agents. BHF warrants that Carriers retained by it hold insurance as required by federal statute and that such insurance will insure to Customer's benefit.

Cargo Liability and Claims

All claims will be filed by Customer with the authorized Carrier retained by BHF subject to the Federal Claims Rules, 49 C.F.R. §370, the Carmack Amendment, 49 U.S.C. §14706 and the terms and conditions of the Standard Truckload Bill of Lading.

(a) Unless otherwise agreed in writing, all truckload shipments will be released to a maximum value not to exceed five US dollars ($5.00) per pound per package subject to a maximum liability of US$100,000 per vehicle, whichever is less. Used machinery will have a released value of US$0.10 per pound.

(b) Where substituted rail for motor carrier service is used, liability for cargo loss or damage shall be limited to the extent of applicable railroad claims rules, policy guidelines, railroad rules, packaging guidelines and other service conditions.

(c) Where less‐than‐truckload shipments are tendered, the published service conditions, accessorial charges and release rate of the applicable service provider shall apply. For volume based LTL shipments, cargo liability coverage is US$1.00/lb.

(d) Where transloading and/or warehousing services are provided, liability for cargo loss or damage shall be limited to the coverage of each applicable transloader or warehouse provider used by BHF unless Customer declares value and requests specific cargo coverage from BHF in writing and receives approval to provide cargo coverage for these services from BHF in writing.

(e) When service is arranged to or from points in Mexico, all claims for loss or damage occurring there will be filed by customer with the authorized Mexican carrier retained by BHF subject to applicable Mexican statutes, laws and limitations of liability.

Undercharge and Overcharge Claims

Except as otherwise expressly provided for herein, BHF shall process all overcharges as provided in 49 C.F.R. Part 378. The time limit for filing of initial claims for alleged undercharges or overcharges under the terms of this Contract shall be one hundred and eighty (180) days from the date of delivery of the shipment. Failure to file a claim challenging initial charges within said one hundred and eighty (180) ‐day period shall forever bar any action at law for recovery of same. Any action at law by either party to collect alleged undercharges or overcharges under the terms of this Agreement shall be commenced not later than eighteen (18) months after delivery of the shipment. Expiration of said eighteen (18)‐month term shall be a complete and absolute defense against any such claim, regardless of any extenuating or mitigating circumstances or excuses of any nature whatsoever.

Waiver

BHF and Customer expressly waive all rights and remedies allowed under 49 U.S.C. § 14101 to the extent that such rights and remedies conflict with these Terms and Conditions. Failure of Customer or BHF to insist upon

the other party’s performance under these Terms and Conditions or to exercise any right or privilege herein, will not be a waiver of any rights or privileges.

Acting as an NVOCC, authorized by the FMC (Federal Maritime Commission) to conduct operations, BHF holds out to arrange for the through ocean movement of Full Container Loads (FCL) and Less than Container (LCL) shipments in international commerce.

All service is provided in accordance with tariffs available upon request and pursuant to BHF’s agent or partner’s Ocean Bill of Lading terms and conditions, a copy of which is available upon request. The terms and conditions of this applicable Ocean Bill of Lading shall apply regardless of when and if the document is issued. Service is provided on both a port‐to‐port and door‐to-door basis. The applicable bill of lading terms and conditions contain Himalaya and Clause Paramount provisions pursuant to which pickup and delivery of containers is extended inland by truck as part of BHF’s NVOCC services when requested. All door‐to‐door pricing is inclusive of ocean and dray linehaul charges and does not include demurrage or per diem and other accessorial charges which are the responsibility of the Customer and which will be billed separately. All services provided by BHF pursuant to these Specific Terms and Conditions are subject to the Standard Terms and Conditions of Service, customer representations, warranties, payment terms, and duties and obligations set forth therein.

Cargo Liability

BHF’s maximum liability for cargo loss or damage and liability of its retained ocean service provider is the package limitations set forth in the Carriage of Goods by Sea Act (COGSA) or US$500 per package, or the actual value of the items lost or damaged in transit, whichever is less. Where items are consolidated for shipping purposes into larger packages or shipping units as reflected on the piece count of the ocean bill of lading, the number of larger consolidated units shall constitute a “package” for the COGSA limitations.

BHF, as agent for its Customer, holds out to provide customs brokerage services facilitating the import and export of goods. Customer warrants that all shipping information and customs declarations provided to BHF shall be accurate. Customer agrees to indemnify, defend, and hold BHF harmless from any claims and/or liability, fines, penalties and/or attorneys' fees arising from the importation or exportation of Customers merchandise and/or any conduct of Customer, including but not limited to the inaccuracy of entry, export or security data supplied by Customer or its agent or representative, which violates any Federal, State and/or other laws, and further agrees to indemnify and hold BHF harmless against any and all liability, loss, damages, costs, claims, penalties, fines, and/or expenses, including but not limited to reasonable attorney's fees, which BHF may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against BHF, it shall give notice in writing to Customer by mail at its address on file with  BHF.

Customer authorizes BHF to select a licensed CBP broker to make CBP entry on Customer's behalf and execute a CBP power of attorney as required by Title 19 C.F.R. Section 141.46, and to apply for and obtain a CBP bond on Customer's behalf, as the bond principal, under Title 19 C.F.R. Section 113. Customer acknowledges responsibility for payment of all charges for brokerage service and any duty, tax or government mandated user fees. Customer agrees to be bound by the terms and conditions of service of any customs broker selected by BHF. Customer acknowledges that as the importer of record the liability for duties, both regular and additional, attaching on importation, constitutes a personal debt due from the importer to the United States which can be discharged only by payment in full of all duties legally accruing, unless relieved by law or regulations. Payment to a broker covering duties does not relieve the importer of liability to the government if the duties are not paid by the broker.

"Transloading" is defined as activities performed in the loading, unloading or transfer of a product using non-motor carrier equipment types. Examples of equipment used in transloading include cranes, forklifts, boom trucks, etc. Transloading can include short term storage of less than 30 days outside or inside of a facility.

Where transloading and/or warehousing services are provided, liability for cargo loss or damage shall be limited to the terms and conditions of each applicable transloader or warehouse provider used by BHF unless Customer

(a) declares a value and requests a higher limit of liability in writing and;

(b) receives a rate quotation from BHF which expressly contemplates the higher valuation.

Customer is advised to obtain its own property insurance and to waive subrogation for any high value shipment. BHF acts as a disclosed agent for the shipper which authorizes us to procure services at the lowest available release rate unless otherwise agreed to in writing. Unless cargo is stored in transit for BHF's convenience pursuant to Service by Land, or Service by Air Specific Service Terms and Conditions provided herein, all property received for storage or packing and crating shall be governed by these specific Service Terms and Conditions. Upon request, BHF will provide and/or arrange for warehousing and/or packing and crating services to be provided by qualified warehousemen and other service providers. All rates for storage and handling shall be determined at or prior to tender and shall be made available to Customer upon request unless otherwise published herein. Customer shall be required to pay for storage charges in accordance with the terms and conditions of this Contract. Handling charges and packing and crating charges will be billed when the services are provided and periodic storage charges will be invoiced as they accrue. All goods will be received and stored subject to a maximum liabilit y for loss, damage or mis-delivery of US$0.50 cents per pound or US$500 per article, whichever is less. Neither BHF nor its warehousemen and service providers shall be liable for special or consequential damages. Storage and warehousing services will commence and charges will accrue upon tender of property to BHF or its service providers by Customer or at the election of BHF. When goods tendered to it or its retained service providers for transport by land or air are rejected at dest ination and forwarding directions are not provided, the accrual of demurrage or per diem in excess of free time dictates the necessity of storage or due to occurrences beyond the control of BHF and its service providers, ordinary transit has been interrupted, and therefore, storage is necessary to preserve Customer's goods.

Specialized Packing, Crating and Handling Services

Notwithstanding the duty of Customer to properly pack, crate and label all goods prior to tender to meet the perils of transportation and security and safety requirements associated to the mode of transport, BHF will arrange for specialized packing and crating services upon written request, including trade show and so-called "white glove" services provided by affiliates which have experience in retaining qualified service providers to perform the services. When such packing and crating services are provided as accessorial components to transportation arranged by BHF, the maximum liability for loss, damage or delay for which BHF and its service provider shall be liable is the limit of liability established for the mode of transportation set forth in the Service By Land and Service By Air Specific Service Conditions.

The parties agree that BHF shall have no liability for special and consequential damages arising out of loss, damage or attendant delay with respect to any of Customer's property and that the maximum limit of liability for cargo loss or damage for which BHF or its retained service providers shall be liable shall be measured by the actual loss of property lost, damaged or delayed subject to a limit of US$0.50 cents per pound per article unless otherwise agreed in a signed written agreement executed by a duly authorized officer of BHF before tender and acceptance of the goods. Unless otherwise expressly waived in a signed written agreement by BHF, all applicable notices and service terms and conditions set forth shall otherwise fully apply. When BHF is requested to provide or arrange for packing, crating, staging, setup or breakdown services which are not part of a through service provided or arranged by it, the parties agree that the maximum for property lost, damaged or stolen