Terms and ConditionsIntl. Freight and Logistics Services Customs House Brokers FMC 002934NFIATA 01...

Intl. Freight and Logistics Services

Customs House Brokers

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Terms and Conditions

Table of Contents

MASTER SERVICE AGREEMENT ..................................................................................................2

SPECIFIC SERVICE TERMS AND CONDITIONS ..............................................................................7 Service by Land ..................................................................................................................................... 7

A. Substitute Motor for Air and Expedited LTL Service .............................................................................. 7 B. Truckload and Stop-Off Truckload Services ........................................................................................... 9

Service by Sea ......................................................................................................................................10 C. NVOCC Services ...................................................................................................................................... 10 D. OFF Services............................................................................................................................................ 10

Service by Air .......................................................................................................................................11

TRANSLOADING, WAREHOUSING AND RELATED SERVICES ..................................................... 13

CUSTOMS BROKERAGE............................................................................................................. 15

FORMS ...................................................................................................................................... 16 IATA Air Waybill ...................................................................................................................................16 IWLA Non-Negotiable Warehouse Receipt............................................................................................20 Combined Ocean Transport Bill of Lading .............................................................................................26 NCBFAA Terms and Conditions of Service .............................................................................................37



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MASTER SERVICES AGREEMENT Unless otherwise agreed in a signed bilateral contract, this Master Services Agreement, together with applicable Specific Service Terms and Conditions by mode or service set forth incorporate the entire agreement

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between FRACHT FWO INC. and its affiliates , (“FRACHT FWO INC. ”) and its Customer for any of the logistics services or multimodal transportation identified herein, to with:

I. Service by Land. In the ordinary course of its business, FRACHT FWO INC. arranges for substituted motor for air, expedited movement of LTL shipments, truckload brokerage and other surface transportation subject to the terms specific terms and conditions referenced herein. The arranging for surface transportation as a property broker or freight forwarder when services are conducted pursuant to brokerage license MC‐ 513193.

II. Service by Sea. Ocean transportation is provided by FRACHT FWO INC. as an NVOCC through Helvetia Container Lines, licensed by the FMC at Docket No. 002934NF. Ocean transportation is arranged by FRACHT FWO INC. as an ocean freight forwarder licensed by the FMC at Docket No. 002934NF.

III. Service by Air. Air freight forwarding services provided by FRACHT FWO INC. as an Indirect Air Carrier (IAC) or air forwarder.

I V . Transloading, Warehousing and Related Services. Transloading, warehousing and other ancillary logistics service including loading, unloading, offloading, packing and crating.

V. Customs Brokerage. Customs house brokerage services provided by FRACHT FWO INC. under US Department of Homeland Security license #11887 as a shipper’s agent pursuant to National Customs Brokers & Forwarders Association of America (NCBFAA) standard terms and conditions.

FRACHT FWO INC. undertakes to arrange for ocean, air and motor transportation and/or transloading and warehousing of the goods, retaining qualified carriers and subcontractors.

Pursuant to these terms and conditions FRACHT FWO INC. 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, international treaty, and custom and usage for different modes of service and accordingly the potentially less than full actual value limits of liability set forth in FRACHT FWO INC. Specific Service Terms and Conditions shall apply to it and its retained service providers.

Cargo Insurance 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.



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1 “Helvetia Container Lines”



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Accordingly, the Shipper 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 Shipper fails to obtain a waiver of subrogation, the Shipper will defend, indemnify and hold harmless FRACHT FWO INC. and any carrier(s) retained by it with respect to claims made by the Shipper or third parties acting as subrogees of the Shipper.

FRACHT FWO INC. can assist a customer, upon the customer’s request, with the placement of cargo insurance. FRACHT FWO INC. is not an insurance company or insurance broker. Unless requested by a customer to do so in writing and confirmed to customer, FRACHT FWO INC. is under no obligation to procure insurance on a customer’s behalf. Additional information concerning cargo insurance, insurance deductibles, policy exclusions, and excluded commodities are available upon request.

Term of Agreement and Termination The terms of this Agreement shall apply commencing upon the execution of same by the parties or upon Customer’s request for services and FRACHT FWO INC.’s acceptance of same, whichever comes first. This Agreement shall remain in force thereafter until termination or delivery of any shipment(s) then in progress and payment in full for said shipment(s), or if no shipment is pending, upon 30 days’ written notice to the other party.

Rates and Payment FRACHT FWO INC. shall charge rates for services inclusive of charges payable to its retained service providers which will be made available to Customer upon request at time of the Customer’s service request.

Payment Terms Customer shall pay FRACHT FWO INC. for all charges applicable to services rendered without setoff within the time period set forth as the due date, 30 days from date of invoice. 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. Interest on payments which are due but which have not been made shall accrue at a rate of one and one half percent (1.5%) per month, (19.72% annum) from date due until paid in full.

Lien FRACHT FWO INC. or its affiliates or 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.

Services By Customer’s tender of goods to FRACHT FWO INC. , Customer agrees to the terms of this Agreement, and mode‐specific service terms and documents incorporated by reference. Customer understands that from time to time FRACHT FWO INC. may change its terms and conditions through website notice. At FRACHT FWO INC.’s election, Customer may be notified of such changes by electronic mail or by other means. If Customer



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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.



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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. No dangerous goods shall be tendered to FRACHT FWO INC. for transportation, handling, or storage without prior written agreement of FRACHT FWO INC. Customer agrees that FRACHT FWO INC. 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.

FRACHT FWO INC. and its retained service providers reserve the right to open, inspect, and re‐seal any cargo tendered pursuant to this Master Services Agreement without incurring fine or liability. This right shall be exercised upon probable cause or as required by applicable safety and security regulations and requirements, or as required by law, by governmental authorities, or by applicable customs, safety and security regulations, or requirements.

Customer and/or consignor shall indemnify and hold harmless FRACHT FWO INC. and all service providers from any liability, loss, damage, fine, or suit arising from breach of the warranties set forth herein.

Customer Warranties; Inspection of Shipments FRACHT FWO INC. is a TSA compliant IAC retaining ground service provider 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 FRACHT FWO INC. and its service providers from any fine, claim or cause of action arising from breach of this warranty. FRACHT FWO INC. 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 FRACHT FWO INC. is allowed to inspect, through physical or any other means, any shipment tendered to FRACHT FWO INC. for transport, handling or storage, including shipments in sealed packaging. Neither FRACHT FWO INC. nor its service providers shall be liable for any damage to cargo arising from TSA‐mandated inspection of cargo prior to transportation by air.

Additional Customer Warranties 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 FRACHT FWO INC. 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 FRACHT FWO INC. 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 FRACHT FWO INC. for all costs, including but not limited to, claims, fines, penalties, and attorneys’ fees incurred by FRACHT FWO



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INC. by reason of any violation of these service conditions.



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Customer agrees to comply with all applicable laws and government regulations of any country to, from, through, 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 FRACHT FWO INC. as is necessary to comply with such laws and regulations. Shipments covered by FRACHT FWO INC.’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 FRACHT FWO INC. any shipment containing explosives, destructive devices, hazardous materials, any controlled substances, or illegal items, including coins and currency, for transport, handling, or storage. In the event FRACHT FWO INC. 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 FRACHT FWO INC. FRACHT FWO INC. has the right to reject and return, at Customer’s expense, any shipment tendered to it in violation of Customer’s warranties herein.

Indemnification Obligations of FRACHT FWO INC. 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. Company warrants that motor carriers retained by it hold insurance as required by federal statute and that such insurance will insure to Customer's benefit. FRACHT FWO INC. 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.

Liabilities Not Assumed FRACHT FWO INC. 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.

FRACHT FWO INC. 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, miss‐delivery, non‐delivery, misinformation or any failure to provide information, except such as may result from FRACHT FWO INC.’s sole negligence. However, in no event will FRACHT FWO INC. be liable for any such loss, damage, delay, miss‐delivery, non‐delivery, misinformation or failure to provide information caused by or resulting in whole or part from:

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



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● The nature of the shipment or any defect, characteristic or inherent vice of the shipment;



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● 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;

● 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 FRACHT FWO INC.); national or local disruptions in ground transportation networks due to events beyond FRACHT FWO INC. ’s control, such as weather phenomena, strikes, or natural disasters: and disruption of communication and information systems;

● Acts or omissions of any person or entity other than FRACHT FWO INC. including compliance with verbal or written delivery instructions from the Shipper, consignee or persons claiming to represent the Shipper or consignee;

● 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;

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

● FRACHT FWO INC.’s inability to provide a copy of the delivery record or a copy of the signature obtained at delivery; and

● Damage in transit or in the handling of, or concealed or other damage to, florescent tubes, neon lighting, neon signs, X‐ray tubes, glass or other inherently fragile items.

Complete Agreement This Master Services Agreement and the Specific Service Terms and Conditions contain the entire Agreement between the parties, any prior written or oral representations or agreements are superseded and of no effect and in the case of conflict between this Agreement and any shipping document, tariff or other document issued by FRACHT FWO INC., its service provider or third parties, this Agreement and mode Specific Service Terms and Conditions shall control. No employee or service provider of FRACHT FWO INC. shall have the power to waive or vary any of the contract terms and conditions of this Agreement or the Specific Service Terms and Conditions unless a duly authorized officer of FRACHT FWO INC. , in writing, has specifically authorized such waiver or variation.

Venue and Jurisdiction This Agreement shall be governed by general principles of federal transportation law except to the extent waived by inconsistent provisions herein and the laws of the State of New York (see 49 U.S.C. 14101(b)). The parties agree that venue and jurisdiction shall lie in the applicable federal or state court for New York. Customer agrees to submit to the personal jurisdiction of such courts and hereby waives any jurisdictional venue or forum nonconvenience objections to such courts.



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SPECIFIC SERVICE TERMS AND CONDITIONS

SERVICE BY LAND A. Substituted Motor for Air and Expedited LTL Service

Acting as a property broker authorized by the Federal Motor Carrier Safety Administration (FMCSA) to conduct operations in Docket No. MC‐513193, FRACHT FWO INC. upon request, will arrange for expedited and substituted motor for air LTL service utilizing licensed, authorized and insured motor carriers in compliance with regulations issued by the FMCSA.

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

These Service Conditions supersede all previous Service Conditions and other prior statements concerning the rates and conditions of FRACHT FWO INC. service. 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. Any conflict or inconsistency between any other written or oral statements concerning the rates, features of service, products and Service Conditions applicable to FRACHT FWO INC. service will be controlled by the FRACHT FWO INC. Uniform Shipping Confirmation and these Service Conditions, as modified, amended or supplemented by FRACHT FWO INC. from time to time. FRACHT FWO INC. MAKES NO WARRANTIES, EXPRESS OR IMPLIED. Monetary amounts stated in these Service Conditions refer to U.S. dollars.

Other 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 Service Terms and Conditions shall be executed for convenience only and shall be invalid to the extent it conflicts with the terms and conditions. Driver employees of FRACHT FWO INC.’s qualified service providers are not authorized to bind FRACHT FWO INC. 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



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waybill or bill of lading by any party tendering a shipment to carrier. The party tendering shipments to FRACHT FWO INC. shall indemnify and hold FRACHT FWO INC. and its carriers harmless from any demand or obligation which exceeds those set forth herein.



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Cargo Loss or Damage

Liability for loss or damage as applicable to FRACHT FWO INC. acting as a property broker and its carriers is governed by this provision.

Acting as a property broker, FRACHT FWO INC. accepts no liability for cargo loss, damage or delay. All cargo claims shall be filed by customer or beneficial owner with the carrier retained by FRACHT FWO INC. and in possession of the cargo at the time of the loss.

FRACHT FWO INC. shall retain licensed authorized and insured motor carriers acting as independent contractors to render transportation services to customers as set forth on its load confirmation sheet 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 $.50 per pound or $50.00 per shipment, 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 FRACHT FWO INC. 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 FRACHT FWO INC. 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 FRACHT FWO INC. , it agrees FRACHT FWO INC. 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 FRACHT FWO INC. 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 FRACHT FWO INC. 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, or coin and currency. Items of a fragile nature that may be inadvertently accepted without the written approval of a FRACHT FWO INC. 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.



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Reasonable Dispatch No time is fixed for the completion of carriage, and neither FRACHT FWO INC. nor its carriers shall be liable for any loss or damage caused by failure to commence or complete carriage within a certain time. FRACHT FWO INC. and its carriers assume no obligation to carry goods over any particular route. FRACHT FWO INC. 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 Damages Neither FRACHT FWO INC. 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 FRACHT FWO INC. or its retained service providers to the extent inconsistent with the contractual service terms and conditions set forth herein.

Claims Handling‐Time Limits and Procedures Cargo claims shall be filed with the motor carrier in accordance with the terms of the uniform bill of lading, 49 CFR 370.

FRACHT FWO INC. 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, FRACHT FWO INC. shall have no direct liability for cargo loss, damage, or delay.

B. Truckload and Stop‐Off Truckload Services

Acting as a property broker authorized by the Federal Motor Carrier Safety Administration (FMCSA) to conduct operations in Docket No. MC‐513193, FRACHT FWO INC. upon request, will arrange for truckload and stop‐off truckload services utilizing licensed, authorized and insured motor carriers in compliance with regulations issued by the FMCSA.

Choice of Law These Terms and Conditions of service and the relationship of the parties shall be construed according to the laws of the State of New York without giving consideration to principles of conflict of law.

Customer and FRACHT FWO INC.

a. Irrevocably consent to the jurisdiction of the United States District Court and the State courts of New York;

b. Agree that any action relating to the services performed by FRACHT FWO INC., shall only be brought in said courts;



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c. Consent to the exercise of in personam jurisdiction by said courts over it, and

d. further agree that any action to enforce a judgment may be instituted in any jurisdiction.



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Atlanta Chicago Houston Los Angeles Miami New York Norfolk

“ A f f i l i a t e d w i t h F r a c h t A G , S w i t z e r l a n d – I n t ’ l . F r e i g h t F o r w a r d e r s ”

B u s i n e s s i s u n d e r t a k e n s u b j e c t t o a p p l i c a b l e F e d e r a l R e g u l a t i o n s a n d u n d e r t h e T e r m s a n d C o n d i t i o n s o f S e r v i c e o f t h e

N a t i o n a l C u s t o m s B r o k e r s a n d F o r w a r d e r s A s s o c i a t i o n o f A m e r i c a I n c .

A c o p y o f t h e s e t e r m s i s a v a i l a b l e a t w w w . f r a c h t u s a . c o m o r u p o n r e q u e s t .

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SERVICE BY SEA (INCLUDING SHIPMENTS HAVING A PRIOR OR SUBSEQUENT MOVEMENT BY WATER)

C. NVOCC Services

Acting as an NVOCC (Non‐Vessel Operating Common Carrier) through Helvetia Container Line authorized by the FMC (Federal Maritime Commission) to conduct operations at Docket No. 002934NF FRACHT FWO INC. holds out to arrange for the through ocean movement of containers in international commerce.

All service is provided in accordance with tariffs available upon request and pursuant to FRACHT FWO INC.’s Combined Ocean Bill of Lading terms and conditions, a copy of which can be found in the “Forms” section.

The terms and conditions of this applicable Combined 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 FRACHT FWO INC. Shipping’s NVOCC services when requested.

All door‐to‐door pricing is inclusive of ocean and dray line haul 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 FRACHT FWO INC. Shipping pursuant to these Specific Terms and Conditions are subject to the terms and conditions of the Master Services Agreement, customer representations, warranties, payment terms, and duties and obligations set forth therein.

Cargo Liability FRACHT FWO INC.’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 or $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.

D. OFF Services

Acting as a licensed OFF (Ocean Freight Forwarder), FRACHT FWO INC. , acting as its customer’s agent, will arrange for international transportation by sea including inland services at charges to be determined pursuant to the NCBFAA Terms and Conditions of Service set forth in the Forms section herein.



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SERVICE BY AIR As a TSA registered and compliant Indirect Air Carrier (IAC), FRACHT FWO INC. holds out to provide both foreign and domestic air freight forwarding services subject to the provisions of these special service conditions. FRACHT FWO INC. warrants it is compliant with applicable supply chain security requirements with respect to shipments having a prior or subsequent shipment by air 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 labeled, and shall notify FRACHT FWO INC. in writing of their proper description, nature, and necessary precautions. Customer shall indemnify and hold harmless FRACHT FWO INC. 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 IATA Air Waybill, a copy of which can be found in the “Forms” section.

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 marketing number or addressing of goods.

TSA and FAA Compliance FRACHT FWO INC. is a TSA compliant IAC 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 FRACHT FWO INC. and its service providers from any fine, claim or cause of action arising from breach of this warranty. FRACHT FWO INC. 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 FRACHT FWO INC. is allowed to inspect, through physical or any other means, any shipment tendered to FRACHT FWO INC. for transport, handling or storage, including shipments in sealed packaging. Neither FRACHT FWO INC. nor its service providers shall be liable for any damage to cargo arising from TSA‐mandated inspection of cargo prior to transportation by air.



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Domestic Air Freight Customer understands that domestic air freight, while not subject to imposed liability regimes by state or treaty, is subject to custom and usage in the industry, and standardized pricing which limits forwarders and service providers’ liability for loss, damage or unreasonable delay to 50¢ per pound per article, whichever is less. Customer accepts this limit of liability for all domestic air freight shipments tendered to forwarder 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 FRACHT FWO INC. 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 FRACHT FWO INC. , 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 FRACHT FWO INC. 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, FRACHT FWO INC. retains the right to re‐weigh and/or measure, for the purpose of applying correct charges, any shipment(s) at any time while in FRACHT FWO INC.’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. FRACHT FWO INC. reserves the right to assess transportation charges based on volumetric standards. Dimensional weight pricing is applicable on all shipments with a total volume of more than 194 cubic inches. Dimensional weight is calculated by multiplying length by width by height of each package (all in inches) and dividing by 194. The dimensional weight of each package in the shipment is added, and the total dimensional weight of the shipment is then compared to the actual weight of the shipment. If the dimensional weight exceeds the actual weight, transportation charges for the shipment are based on the dimensional weight.



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TRANSLOADING, WAREHOUSING AND RELATED SERVICES “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 FRACHT FWO INC. unless Customer

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

2) receives a rate quotation from FRACHT FWO INC. which expressly contemplates the higher valuation.

Customer is advised to obtain its own property insurance and to waive subrogation for any high value shipment. FRACHT FWO INC. 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 FRACHT FWO INC. ’s convenience pursuant to Service by Land, Service by Sea, or Service by Air Specific Service Terms and Conditions provided herein, all property received for storage or packing and crating shall be governed by the Master Services Agreement and these Special Service Conditions.

Upon request, FRACHT FWO INC. will provide and/or arrange for warehousing and/or packing and crating services to be provided by qualified warehousemen and other service providers. All services will be rendered pursuant to the terms and conditions of the Master Service Agreement and these Specific Service Conditions.

Regardless of any other bill of lading, warehouse receipt, dock receipt or shipping document, all duties and obligations of customer and the warehouseman will be governed by the terms and conditions of the IWLA Non‐Negotiable Warehouse Receipt, a copy of which can be found in the “Forms” section.

These terms and conditions shall apply regardless of whether the warehouse location is owned or leased by FRACHT FWO INC. or provided to FRACHT FWO INC. pursuant to arrangements by it for Customer’s benefit from a third party provider under contract with FRACHT FWO INC. . 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 the Master Service Agreement. 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. Customer should take note that the Non‐Negotiable Warehouse Receipt provides for a spreading lien for payment of warehousing and accessorial charges and that all goods will be received and stored subject to a maximum liability for loss, damage or misdelivery of $.50 per pound or $500 per article, whichever is less. Neither FRACHT FWO INC. nor its warehousemen and service providers shall be liable for special or consequential damages.



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Storage and warehousing services will commence and charges will accrue upon tender of property to FRACHT FWO INC. or its service providers by Customer or at the election of FRACHT FWO INC. . When goods tendered to it or its retained service providers for transport by land, sea or air are rejected at destination 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 FRACHT FWO INC. 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 health security and safety requirements attendant to the mode of transport, FRACHT FWO INC. will arrange for specialized packing and crating services 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 FRACHT FWO INC. , the maximum liability for loss, damage or delay for which FRACHT FWO INC. 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, Service By Sea, and Service By Air Specific Service Conditions of this website.

The parties agree that FRACHT FWO INC. 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 FRACHT FWO INC. 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 50 cents per pound per article unless otherwise agreed in a signed written agreement executed by a duly authorized officer of FRACHT FWO INC. before tender and acceptance of the goods.

Unless otherwise expressly waived in a signed written agreement by FRACHT FWO INC. , all applicable notices and service terms and conditions set forth on this website (www.frachtusa.com) shall otherwise fully apply. When FRACHT FWO INC. 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 shall be $.50 cents per pound, $500.00 per article, whichever is less. Customer agrees to indemnify FRACHT FWO INC. and its service providers against any demand for excess liability and agrees to avail itself of insurance as set forth in the Master Services Agreement waiving subrogation in the event higher limits for potential cargo loss or damage is required.

http://www.frachtusa.com/



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CUSTOMS BROKERAGE FRACHT FWO INC. , as agent for its customers, holds out to provide customs brokerage services facilitating the import and export of goods subject to the NCBFAA Terms and Conditions of Service published by the National Customs Brokers and Freight Forwarders Association (NCBFAA), a copy of which can be found in the “Forms” section. Customer warrants that all shipping information and customs declarations provided to FRACHT FWO INC. shall be accurate and agrees to indemnify and hold harmless FRACHT FWO INC. from and against all liability, claim, fine, loss or damage arising out of the customs brokerage services provided by FRACHT FWO INC. at Customer’s behest to the fullest extent permitted by law.

Power of Attorney granted by customer as U.S. importer of record for import shipments Customer authorizes FRACHT FWO INC. 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 waives any requirement to receive a copy of Customer’s charges and fees under Title 19 C.F.R. Section 111.36. 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 FRACHT FWO INC. 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.



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FORMS

IATA Air Waybill AIR WAYBILL – CONDITIONS OF CONTRACT

CSC(32) 600b Expiry: Indefinite Type: B

RESOLVED that:

The following Conditions of Contract and Notices be included on an Air Waybill2.

I. NOTICE APPEARING ON THE FACE OF THE AIR WAYBILL It is agreed that the goods described herein are accepted in apparent good order and condition (except as noted) for carriage SUBJECT TO THE CONDITIONS OF CONTRACT ON THE REVERSE HEREOF. ALL GOODS MAY BE CARRIED BY ANY OTHER MEANS INCLUDING ROAD OR ANY OTHER CARRIER UNLESS SPECIFIC CONTRARY INSTRUCTIONS ARE GIVEN HEREON BY THE SHIPPER, AND SHIPPER AGREES THAT THE SHIPMENT MAY BE CARRIED VIA INTERMEDIATE STOPPING PLACES WHICH THE CARRIER DEEMS APPROPRIATE. THE SHIPPER’S ATTENTION IS DRAWN TO THE NOTICE CONCERNING CARRIER’S LIMITATION OF LIABILITY. Shipper may increase such limitation of liability by declaring a higher value for carriage and paying a supplemental charge if required.

II. CONDITIONS OF CONTRACT ON REVERSE SIDE OF THE AIR WAYBILL

NOTICE CONCERNING CARRIER’S LIMITATION OF LIABILITY

If the carriage involves an ultimate destination or stop in a country other than the country of departure, the Montreal Convention or the Warsaw Convention may be applicable to the liability of the Carrier in respect of loss of, damage or delay to cargo. Carrier's limitation of liability in accordance with those Conventions shall be as set forth in subparagraph 4 unless a higher value is declared.

CONDITIONS OF CONTRACT 1. In this contract and the Notices appearing hereon:

2 In order to ensure consistency with any future changes in liability limits for loss of, damage, or delay to cargo under Article

24 of the Montreal Convention, the IATA Secretariat is authorized to conform the provisions of this Resolution 600b (and any other affected Cargo Services Conference Resolutions or Recommended Practices) to such changes without further Conference action. Conforming changes shall take effect on the date specified in written notice to Members by the IATA Secretariat which shall include a copy of the revised Resolution.



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CARRIER includes the air carrier issuing this air waybill and all carriers that carry or undertake to carry the cargo or perform any other services related to such carriage.

SPECIAL DRAWING RIGHT (SDR) is a Special Drawing Right as defined by the International Monetary Fund.

WARSAW CONVENTION means whichever of the following instruments is applicable to the contract of carriage:

the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw, 12 October 1929;

that Convention as amended at The Hague on 28 September 1955;

that Convention as amended at The Hague 1955 and by Montreal Protocol No. 1, 2, or 4 (1975) as the case may be.

MONTREAL CONVENTION means the Convention for the Unification of Certain Rules for International Carriage by Air, done at Montreal on 28 May 1999.

2./2.1 Carriage is subject to the rules relating to liability established by the Warsaw Convention or the Montreal Convention unless such carriage is not “international carriage” as defined by the applicable Conventions.

2.2 To the extent not in conflict with the foregoing, carriage and other related services performed by each Carrier are subject to:

2.2.1 applicable laws and government regulations;

2.2.2 provisions contained in the air waybill, Carrier’s conditions of carriage and related rules, regulations, and timetables (but not the times of departure and arrival stated therein) and applicable tariffs of such Carrier, which are made part hereof, and which may be inspected at any airports or other cargo sales offices from which it operates regular services. When carriage is to/from the USA, the shipper and the consignee are entitled, upon request, to receive a free copy of the Carrier’s conditions of carriage. The Carrier’s conditions of carriage include, but are not limited to:

2.2.2.1. limits on the Carrier’s liability for loss, damage or delay of goods, including fragile or perishable goods;

2.2.2.2. claims restrictions, including time periods within which shippers or consignees must file a claim or bring an action against the Carrier for its acts or omissions, or those of its agents;

2.2.2.3. rights, if any, of the Carrier to change the terms of the contract;

2.2.2.4. rules about Carrier’s right to refuse to carry;

2.2.2.5. rights of the Carrier and limitations concerning delay or failure to perform service, including schedule changes, substitution of alternate Carrier or aircraft and rerouting.



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3. The agreed stopping places (which may be altered by Carrier in case of necessity) are those places, except the place of departure and place of destination, set forth on the face hereof or shown in Carrier’s timetables as scheduled stopping places for the route. Carriage to be performed hereunder by several successive Carriers is regarded as a single operation.

4. For carriage to which the Montreal Convention does not apply, Carrier’s liability limitation for cargo lost, damaged or delayed shall be 19 SDRs per kilogram unless a greater per kilogram monetary limit is provided in any applicable Convention or in Carrier’s tariffs or general conditions of carriage.

5./5.1 Except when the Carrier has extended credit to the consignee without the written consent of the shipper, the shipper guarantees payment of all charges for the carriage due in accordance with Carrier’s tariff, conditions of carriage and related regulations, applicable laws (including national laws implementing the Warsaw Convention and the Montreal Convention), government regulations, orders and requirements.

5.2 When no part of the consignment is delivered, a claim with respect to such consignment will be considered even though transportation charges thereon are unpaid.

6./6.1 For cargo accepted for carriage, the Warsaw Convention and the Montreal Convention permit shipper to increase the limitation of liability by declaring a higher value for carriage and paying a supplemental charge if required.

6.2 In carriage to which neither the Warsaw Convention nor the Montreal Convention applies Carrier shall, in accordance with the procedures set forth in its general conditions of carriage and applicable tariffs, permit shipper to increase the limitation of liability by declaring a higher value for carriage and paying a supplemental charge if so required.

7./7.1 In cases of loss of, damage or delay to part of the cargo, the weight to be taken into account in

determining Carrier’s limit of liability shall be only the weight of the package or packages concerned.

7.2 Notwithstanding any other provisions, for “foreign air transportation” as defined by the U.S. Transportation Code:

7.2.1 in the case of loss of, damage or delay to a shipment, the weight to be used in determining Carrier’s limit of liability shall be the weight which is used to determine the charge for carriage of such shipment; and

7.2.2 in the case of loss of, damage or delay to a part of a shipment, the shipment weight in 7.2.1 shall be prorated to the packages covered by the same air waybill whose value is affected by the loss, damage or delay. The weight applicable in the case of loss or damage to one or more articles in a package shall be the weight of the entire package.

8. Any exclusion or limitation of liability applicable to Carrier shall apply to Carrier’s agents, employees, and representatives and to any person whose aircraft or equipment is used by Carrier for carriage and such person’s agents, employees and representatives.



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9. Carrier undertakes to complete the carriage with reasonable dispatch. Where permitted by applicable laws, tariffs and government regulations, Carrier may use alternative carriers, aircraft or modes of transport without notice but with due regard to the interests of the shipper. Carrier is authorized by the shipper to select the routing and all intermediate stopping places that it deems appropriate or to change or deviate from the routing shown on the face hereof.

10. Receipt by the person entitled to delivery of the cargo without complaint shall be prima facie evidence that the cargo has been delivered in good condition and in accordance with the contract of carriage.

10.1 In the case of loss of, damage or delay to cargo a written complaint must be made to Carrier by the person entitled to delivery. Such complaint must be made:

10.1.1 in the case of damage to the cargo, immediately after discovery of the damage and at the latest within 14 days from the date of receipt of the cargo;

10.1.2 in the case of delay, within 21 days from the date on which the cargo was placed at the disposal of the person entitled to delivery;

10.1.3 in the case of non‐delivery of the cargo, within 120 days from the date of issue of the air waybill, or if an air waybill has not been issued, within 120 days from the date of receipt of the cargo for transportation by the Carrier.

10.2 Such complaint may be made to the Carrier whose air waybill was used, or to the first Carrier or to the last Carrier or to the Carrier, which performed the carriage during which the loss, damage or delay took place.

10.3 Unless a written complaint is made within the time limits specified in 10.1 no action may be brought against Carrier.

10.4 Any rights to damages against Carrier shall be extinguished unless an action is brought within two years from the date of arrival at the destination, or from the date on which the aircraft ought to have arrived, or from the date on which the carriage stopped.

11. Shipper shall comply with all applicable laws and government regulations of any country to or from which the cargo may be carried, including those relating to the packing, carriage or delivery of the cargo, and shall furnish such information and attach such documents to the air waybill as may be necessary to comply with such laws and regulations. Carrier is not liable to shipper and shipper shall indemnify Carrier for loss or expense due to shipper’s failure to comply with this provision.

12. No agent, employee or representative of Carrier has authority to alter, modify or waive any provisions of this contract.



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IWLA Non‐Negotiable Warehouse Receipt Standard Contract Terms and Conditions for Merchandise Warehousemen (Approved and promulgated by American Warehouse Association, October 1968; revised and promulgated by International Warehouse Logistics Association, January 1998)

ACCEPTANCE‐ Sec. 1

(a) This contract and rate quotation including accessorial charges endorsed on or attached hereto must be accepted within 30 days from the proposal date by signature of depositor on the reverse side of the contract. In the absence of written acceptance, the act of tendering goods described herein for storage or other services by warehouseman within 30 days from the proposal date shall constitute such acceptance by depositor.

(b) In the event that goods tendered for storage or other services do not conform to the description contained herein, or conforming goods are tendered after 30 days from the proposal date without prior written acceptance by depositor as provided in paragraph (a) of this section, warehouseman may refuse to accept such goods. If warehouseman accepts such goods, depositor agrees to rates and charges as maybe assigned and invoiced by warehouseman and to all terms of this contract.

(c) This contract may be canceled by either party upon 30 days written notice and is canceled if no storage or other services are performed under this contract for a period of 180 days.

SHIPPING‐ Sec. 2

Depositor agrees not to ship goods to warehouseman as the named consignee. If, in violation of this agreement, goods are shipped to warehouseman as named consignee, depositor agrees to notify carrier in writing prior to such shipment, with copy of such notice to the warehouseman, that warehouseman named as consignee is a warehouseman and has no beneficial title or interest in such property and depositor further agrees to indemnify and hold harmless warehouseman from any and all claims for unpaid transportation charges, including undercharges, demurrage, detention or charges of any nature, in connection with goods so shipped. Depositor further agrees that, if it fails to notify carrier as required by the preceding sentence, warehouseman shall have the right to refuse such goods and shall not be liable or responsible for any loss, injury or damage of any nature to, or related to, such goods.

TENDER FOR STORAGE‐ Sec. 3

All goods for storage shall be delivered at the warehouse properly marked and packaged for handling. The depositor shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired.

STORAGE PERIOD AND CHARGES‐ Sec. 4

(a) All charges for storage are per package or other agreed unit per month.



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(b) Storage charges become applicable upon the date that warehouseman accepts care, custody and control of the goods, regardless of unloading date or date of issue of warehouse receipt.

(c) Except as provided in paragraph (d) of this section, a full month’s storage charge will apply on all goods received between the first and the 15th, inclusive, of a calendar month; one‐half month’s storage charge will apply on all goods received between the 16th and the last day, inclusive, of a calendar month, and a full month’s storage charge will apply to all goods in storage on the first day of the next and succeeding calendar months. All storage charges are due and payable on the first day of storage for the initial month and thereafter on the first day of the calendar month.

(d) When mutually agreed by the warehouseman and the depositor, a storage month shall extend from a date in one calendar month to, but not including, the same date of the next and all succeeding months. All storage charges are due and payable on the first day of the storage month.

TRANSFER, TERMINATION OF STORAGE, REMOVAL OF GOODS‐ Sec. 5

(a) Instructions to transfer goods on the books of the warehouseman are not effective until delivered to and accepted by warehouseman, and all charges up to the time transfer is made are chargeable to the depositor of record.

If a transfer involves rehandling the goods, such will be subject to a charge. When goods in storage are transferred from one party to another through issuance of a new warehouse receipt, a new storage date is established on the date of transfer.

(b) The warehouseman reserves the right to move, at his expense, 14 days after notice is sent by certified or registered mail to the depositor of record or to the last known holder of the negotiable warehouse receipt, any goods in storage from the warehouse in which they may be stored to any other of his warehouses; but if such depositor or holder takes delivery of his goods in lieu of transfer, no storage charge shall be made for the current storage month. Warehouseman will store the goods at, and may without notice move the goods within and between, any one or more of the warehouse buildings which comprise the warehouse complex identified on the front of this warehouse receipt.

(c) The warehouseman may, upon written notice to the depositor of record and any other person known by the warehouseman to claim an interest in the goods, require the removal of any goods by the end of the next succeeding storage month. Such notice shall be given to the last known place of business or abode of the person to be notified. If goods are not removed before the end of the next succeeding storage month, the warehouseman may sell them in accordance with applicable law.

(d) If warehouseman in good faith believes that the goods are about to deteriorate or decline in value to less than the amount of warehouseman’s lien before the end of the next succeeding storage month, the warehouseman may specify in the notification any reasonable shorter time for removal of the goods and in case the goods are not removed, may sell them at public sale held one week after a single advertisement or posting as provided by law.



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(e) If as a result of a quality or condition of the goods of which the warehouseman had no notice at the time of deposit the goods are a hazard to other property or to the warehouse or to persons, the warehouseman may sell the goods at public or private sale without advertisement on reasonable notification to all persons known to claim an interest in the goods. If the warehouseman after a reasonable effort is unable to sell the goods he may dispose of them in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale or return of the goods, the warehouseman may remove the goods from the warehouse and shall incur no liability by reason of such removal.

HANDLING‐ Sec. 6

(a) The handling charge covers the ordinary labor involved in receiving goods at warehouse door, placing goods in storage, and returning goods to warehouse door. Handling charges are due and payable on receipt of goods.

(b) Unless otherwise agreed, labor for unloading and loading goods will be subject to a charge. Additional expenses incurred by the warehouseman in receiving and handling damaged goods, and additional expense in unloading from or loading into cars or other vehicles not at warehouse door will be charged to the depositor.

(c) Labor and materials used in loading rail cars or other vehicles are chargeable to the depositor.

(d) When goods are ordered out in quantities less than in which received, the warehouseman may make an additional charge for each order or each item of an order.

(e) The warehouseman shall not be liable for demurrage or detention, delays in unloading inbound cars, trailers or other containers, or delays in obtaining and loading cars, trailers or other containers for outbound shipment unless warehouseman has failed to exercise reasonable care.

DELIVERY REQUIREMENTS‐ Sec. 7 (a) No goods shall be delivered or transferred except upon receipt by the warehouseman of complete

written instructions. Written instructions shall include, but are not limited to, FAX, EDI, TWX or similar communication, provided warehouseman has no liability when relying on the information contained in the communication as received. However, when no negotiable receipt is outstanding, goods may be delivered upon instruction by telephone in accordance with a prior written authorization, but the warehouseman shall not be responsible for loss or error occasioned thereby.

(b) When a negotiable receipt has been issued no goods covered by that receipt shall be delivered, or transferred on the books of the warehouseman, unless the receipt, properly endorsed, is surrendered for cancellation, or for endorsement of partial delivery thereon. If a negotiable receipt is lost or destroyed, delivery of goods may be made only upon order of a court of competent jurisdiction and the posting of security approved by the court as provided by law.



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(c) When goods are ordered out a reasonable time shall be given the warehouseman to carry out instructions, and if he is unable because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, riots and civil commotions, or any reason beyond the warehouseman’s control, or because of loss or destruction of goods for which warehouseman is not liable, or because of any other excuse provided by law, the warehouseman shall not be liable for failure to carry out such instructions and goods remaining in storage will continue to be subject to regular storage charges.

EXTRA SERVICES (SPECIAL SERVICES)‐ Sec. 8 (a) Warehouse labor required for services other than ordinary handling and storage will be charged to the

depositor.

(b) Special services requested by depositor including but not limited to compiling of special stock statements; reporting marked weights, serial numbers or other data from packages; physical check of goods; and handling transit billing will be subject to a charge.

(c) Dunnage, bracing, packing materials or other special supplies, may be provided for the depositor at a charge in addition to the warehouseman’s cost.

(d) By prior arrangement, goods may be received or delivered during other than usual business hours, subject to a charge.

(e) Communication expense including postage, teletype, telegram, or telephone will be charged to the depositor if such concern more than normal inventory reporting or if, at the request of the depositor, communications are made by other than regular United States Mail.

BONDED STORAGE‐ Sec. 9 (a) A charge in addition to regular rates will be made for merchandise in bond.

(b) Where a warehouse receipt covers goods in U.S. Customs bond, such receipt shall be void upon the termination of the storage period fixed by law.

MINIMUM CHARGES‐ Sec. 10 (a) A minimum handling charge per lot and a minimum storage charge per lot per month will be made. When

a warehouse receipt covers more than one lot or when a lot is in assortment, a minimum charge per mark, brand, or variety will be made.

(b) A minimum monthly charge to one account for storage and/or handling will be made. This charge will apply also to each account when one customer has several accounts, each requiring separate records and billing.

LIABILITY AND LIMITATION OF DAMAGES‐ Sec. 11 (a) THE WAREHOUSEMAN SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY TO GOODS STORED HOWEVER

CAUSED UNLESS SUCH LOSS OR INJURY RESULTED FROM THE FAILURE BY THE WAREHOUSEMAN TO EXERCISE SUCH CARE IN REGARD TO THEM AS A REASONABLY CAREFUL MAN WOULD EXERCISE UNDER LIKE CIRCUMSTANCES AND WAREHOUSEMAN IS NOT LIABLE FOR DAMAGES WHICH COULD NOT HAVE BEEN AVOIDED BY THE EXERCISE OF SUCH CARE.

(b) GOODS ARE NOT INSURED BY THE WAREHOUSEMAN AGAINST LOSS OR INJURY HOWEVER CAUSED.



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(c) THE DEPOSITOR DECLARES THAT DAMAGES ARE LIMITED TO 100 TIMES THE STORAGE RATE IDENTIFIED, PROVIDED, HOWEVER, THAT SUCH LIABILITY MAY AT THE TIME OF ACCEPTANCE OF THIS CONTRACT AS PROVIDED IN SECTION 1 BE INCREASED UPON DEPOSITOR’S WRITTEN REQUEST ON PART OR ALL OF THE GOODS HEREUNDER IN WHICH EVENT AN ADDITIONAL MONTHLY CHARGE WILL BE MADE BASED UPON SUCH INCREASED VALUATION.

(d) WHERE LOSS OR INJURY OCCURS TO STORED GOODS, FOR WHICH THE WAREHOUSEMAN IS NOT LIABLE, THE DEPOSITOR SHALL BE RESPONSIBLE FOR THE COST OF REMOVING AND DISPOSING OF SUCH GOODS AND THE COST OF ANY ENVIRONMENTAL CLEAN UP AND SITE REMEDIATION RESULTING FROM THE LOSS OR INJURY TO THE GOODS.

NOTICE OF CLAIM AND FILING OF SUIT‐ Sec. 12 (a) Claims by the depositor and all other persons must be presented in writing to the warehouseman within a

reasonable time, and in no event longer than either 60 days after delivery of the goods by the warehouseman or 60 days after depositor of record or the last known holder of a negotiable warehouse receipt is notified by the warehouseman that loss or injury to part or all of the goods has occurred, whichever time is shorter.

(b) No action may be maintained by the depositor or others against the warehouseman for loss or injury to the goods stored unless timely written claim has been given as provided in paragraph (a) of this section and unless such action is commenced either within nine months after date of delivery by warehouseman or within nine months after depositor of record or the last known holder of a negotiable warehouse receipt is notified that loss or injury to part or all of the goods has occurred, whichever time is shorter.

(c) When goods have not been delivered, notice may be given of known loss or injury to the goods by mailing of a registered or certified letter to the depositor of record or to the last known holder of a negotiable warehouse receipt. Time limitations for presentation of claim in writing and maintaining of action after notice begin on the date of mailing of such notice by warehouseman.

LIABILITY FOR CONSEQUENTIAL DAMAGES‐ Sec. 13 Warehouseman shall not be liable for any loss of profit or special, indirect, or consequential damages of any kind.

LIABILITY FOR MISSHIPMENT‐ Sec. 14 If warehouseman negligently misships goods, the warehouseman shall pay the reasonable transportation charges incurred to return the misshipped goods to the warehouse. If the consignee fails to return the goods, warehouseman’s maximum liability shall be for the lost or damaged goods as specified in Section 11 above, and warehouseman shall have no liability for damages due to the consignee’s acceptance or use of the goods whether such goods be those of the depositor or another.



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MYSTERIOUS DISAPPEARANCE‐ Sec. 15 Warehouseman shall not be liable for loss of goods due to inventory shortage or unexplained or mysterious disappearance of goods unless depositor establishes such loss occurred because of warehouseman’s failure to exercise the care required of warehouseman under Section 11 above. Any presumption of conversion imposed by law shall not apply to such loss and a claim by depositor of conversion must be established by affirmative evidence that the warehouseman converted the goods to the warehouseman’s own use.

RIGHT TO STORE GOODS‐ Sec. 16 Depositor represents and warrants that depositor is lawfully possessed of the goods and has the right and authority to store them with warehouseman. Depositor agrees to indemnify and hold harmless the warehouseman from all loss, cost and expense (including reasonable attorneys’ fees) which warehouseman pays or incurs as a result of any dispute or litigation, whether instituted by warehouseman or others, respecting depositor’s right, title or interest in the goods. Such amounts shall be charges in relation to the goods and subject to warehouseman’s lien.

ACCURATE INFORMATION‐ Sec. 17 Depositor will provide warehouseman with information concerning the stored goods which is accurate, complete and sufficient to allow warehouseman to comply with all laws and regulations concerning the storage, handling and transporting of the stored goods. Depositor will indemnify and hold warehouseman harmless from all loss, cost, penalty and expense (including reasonable attorneys’ fees) which warehouseman pays or incurs as a result of depositor failing to fully discharge this obligation.

SEVERABILITY and WAIVER‐ Sec. 18 (a) If any provision of this receipt, or any application thereof, should be construed or held to be void, invalid

or unenforceable, by order, decree or judgment of a court of competent jurisdiction, the remaining provisions of this receipt shall not be affected thereby but shall remain in full force and effect.

(b) Warehouseman’s failure to require strict compliance with any provision of the Warehouse Receipt shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provision(s) of this Warehouse Receipt.

(c) The provisions of this Warehouse Receipt shall be binding upon the depositor’s heirs, executors, successors and assigns; contain the sole agreement governing goods stored with the warehouseman; and, cannot be modified except by a writing signed by warehouseman.



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Combined Ocean Transport Bill of Lading Notwithstanding the heading "Combined Transport Bill of Lading," the provisions set out and referred to in this document shall also apply if the transport as described on the face of the Bill of Lading is performed by one mode of transport only. These provisions constitute a contract between Merchant and Carrier.

1. CLAUSE PARAMOUNT All carriage under this Bill of Lading to or from the United States shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, 46 U.S.C. sections 1300‐1315 (hereafter, "COGSA"). All carriage to and from other States shall be governed by the law of any state making the Hague Rules or Hague‐ Visby Rules compulsorily applicable to this Bill of Lading or if there be no such law, in accordance with the Hague Rules. The provisions of applicable law as set forth above shall apply to carriage of goods by inland waterways and reference to carriage by sea in such Rules or legislation shall be deemed to include reference to inland waterways. Except as may be otherwise specifically provided herein, said law shall govern before the goods are loaded on and after they are discharged from the vessel whether the goods are carried on deck or under deck and throughout the entire time the goods are in the custody of the carrier.

2. DEFINITIONS

2.1. "Ship" means the vessel named in this Bill of Lading, or any conveyance owned, chartered, towed or operated by Carrier or used by Carrier for the performance of this contract.

2.2. "Carrier" means Helvetia Container Line, on whose behalf this Bill of Lading has been signed.

2.3. "Merchant" includes the Shipper, the Receiver, the Consignor, the Consignee, the Holder of this Bill of Lading and any Person having a present or future interest in the Goods or any person acting on behalf of any of such Person(s). Every Person defined as “Merchant” is jointly and severally liable to the Carrier for all the various undertakings, responsibilities and liabilities of the Merchant under or in connection with this Bill of Lading and to pay the Freight due under it without deduction or setoff. The Merchant represents and warrants that in agreeing to the terms and conditions of this bill of lading, he is the owner of the goods or he does so with the authority of the owner of the goods or of the person entitled to the possession of the Goods or of this bill of lading.

2.4. “Person” includes any corporation, company, individual or other legal entity,

2.5. "Package" is the largest individual unit of partially or completely covered or contained cargo made up by or for the Shipper which is delivered and entrusted to Carrier, including palletized units and each container stuffed and sealed by the Shipper or on its behalf, although the Shipper may have furnished a description of the contents of such sealed container on this bill of lading. For purposes of limitations of liability under COGSA and as used herein, “package” includes any palletized and/or assemblage of cartons which has been palletized or otherwise unitized for the convenience of the Merchant, regardless of whether said pallet or unit is disclosed or identified on the front side of this bill of lading.



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2.6. "Container" includes any container, trailer, transportable tank, lift van, flat rack, pallet, or any similar article of transport used to consolidate goods.

2.7. "Carrier's container or carrier's equipment" includes containers or equipment owned, leased or used by Carrier in the transportation of Merchant's goods.

2.8. "Goods" mean the cargo described on the face of this Bill of Lading and, if the cargo is packed into container(s) supplied or furnished by or on behalf of the Merchant, include the container(s) as well.

2.9. “Shipper” includes the person entering into this contract of carriage with the Carrier and for whose account the Goods are shipped.

3. SUBCONTRACTING Carrier shall be entitled to subcontract directly or indirectly on any terms the whole or any part of its responsibility under this bill of lading, including the handling, storage, loading, unloading, warehousing or carriage of the goods and all duties undertaken by Carrier in relation to the goods. Every servant, agent, subcontractor (including sub‐subcontractors), or other person whose services have been used to perform this contract shall be entitled to the rights, exemptions from, or limitations of, liability, defenses and immunities set forth herein. For these purposes, Carrier shall be deemed to be acting as agent or trustee for such servants, agents, subcontractors, or other persons who shall be deemed to be parties to this contract.

4. ROUTE OF TRANSPORT Carrier is entitled to perform the transport in any reasonable manner and by any reasonable means, methods and routes. The Ship shall have the liberty, either with or without the goods on board, to at any time, adjust navigational instruments, make trial trips, dry dock, go to repair yards, shift berths, take in fuel or stores, embark or disembark any persons, carry contraband and hazardous goods, sail with or without pilots and save or attempt to save life or property. Delays resulting from such activities shall not be deemed a deviation. Carrier may, without notice, transfer the Goods from one conveyance to another including transshipping or carrying the Goods on a vessel other than the vessel named on the front page of this bill of lading even though transshipment or forwarding the Goods by alternative or supplemental means and modes of transport may not have been contemplated or expressly provided for herein.

5. HINDRANCES AFFECTING PERFORMANCE

5.1. Carrier shall use reasonable endeavors to complete transport and to deliver the goods at the place designated for delivery.



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5.2. If at any time the performance of this contract as evidenced by this Bill of Lading in the opinion of Carrier is or will be affected by any hindrance, risk, delay, injury, difficulty or disadvantage of any kind, including strike, and if by virtue of the above it has rendered or is likely to render it in any way unsafe, impracticable, unlawful, or against the interest of Carrier to complete the performance of the contract, Carrier, whether or not the transport is commenced, may without notice to Merchant elect to: (a) treat the performance of this contract as terminated and place the goods at Merchant's disposal at any place Carrier shall deem safe and convenient, or (b) deliver the goods at the place of delivery. In any event, Carrier shall be entitled to, and Merchant shall pay, full freight for any goods received for transportation and additional compensation for extra costs and expenses resulting from the circumstances referred to above.

5.3. If, after storage, discharge, or any actions according to sub‐part 5 .2 above Carrier makes arrangements to store and/or forward the goods, it is agreed that he shall do so only as agent for and at the sole risk and expense of Merchant without any liability whatsoever in respect of such agency.

5.4. Carrier, in addition to all other liberties provided for in this Article, shall have liberty to comply with orders, directions, regulations or suggestions as to navigation or the carriage or handling of the goods or the ship howsoever given, by any actual or purported government or public authority, or by any committee or person having under the terms of any insurance on the Ship, the right to give such order, direction, regulation, or suggestion. If by reason of and/or in compliance with any such order, direction, regulation, or suggestions, anything is done or is not done the same shall be deemed to be included within the contract of carriage and shall not be a deviation.

6. BASIC LIABILITY

6.1. Carrier shall be liable for loss of or damage to the goods occurring between the time when it takes goods into its custody and the time of delivery but shall not be liable for any consequential or special damages arising from such loss or damage.

6.2. If it is established that the loss of or damage to the goods occurred during sea carriage or during carriage by land in the United States, liability shall be governed by the legal rules applicable as provided in Section 1 of this Bill of Lading.

6.3. Notwithstanding Section 1 of this Bill of Lading, if the loss or damage occurred outside of the United States not during sea carriage and it can be proved where the loss or damage occurred, the liability of Carrier in respect of such loss or damage shall be determined by the provisions contained in any international convention or national law, which provisions:

(a) cannot be departed from by private contract to the detriment of Merchant, and

(b) would have applied if Merchant had made a separate and direct contract with Carrier in respect of the particular stage of transport where the loss or damage occurred and received as evidence thereof any particular document which must be issued in order to make such international convention or national law applicable.



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6.4. If it cannot be determined when the loss of or damage to the goods occurred, liability shall be governed as provided in Section 6.2 above.

Carrier does not undertake that the goods shall be delivered at any particular time or for any particular market and shall not be liable for any direct or indirect losses caused by any delay.

6.5. Carrier shall not be liable for any loss or damage arising from:

(a) an act or omission of Merchant or person other than Carrier acting on behalf of Merchant from whom Carrier took the goods in charge,

(b) compliance with the instructions of any person authorized to give them,

(c) handling, loading, stowage or unloading of the goods by or on behalf of Merchant,

(d) inherent vice of the goods or concealed damage to or shortage of goods packed by Merchant,

(e) lack or insufficiency of or defective condition of packing in the case of goods, which by their nature are liable to wastage or damage when not packed or when not properly packed,

(f) insufficiency or inadequacy of marks or numbers on the goods, coverings or unit loads,

(g) fire, unless caused by actual fault or privity of Carrier,

(h) any cause or event which Carrier could not avoid and the consequences of which he could not prevent by the exercise of due diligence.

6.6. When Carrier pays claims to Merchant, Carrier shall automatically be subrogated to all rights of Merchant against all others, including Inland Carriers, on account of the losses or damages for which such claims are paid.

6.7. The defenses and limits of liability provided for in this Bill of Lading shall apply in any action or claim against Carrier relating to the goods, or the receipt, transportation, storage or delivery thereof, whether the action be founded in contract, tort or otherwise.

7. COMPENSATION FOR LOSS AND DAMAGE

7.1. Unless otherwise mandated by compulsorily applicable law, Carrier's liability for compensation for loss of or damage to goods shall in no case exceed the amount of US$500 per package or per customary freight unit, unless Merchant, with the consent of Carrier, has declared a higher value for the goods in the space provided on the front of this Bill of Lading and paid extra freight per Carrier's tariff, in which case such higher value shall be the limit of Carrier's liability. Any partial loss or damage shall be adjusted pro rata on the basis of such declared value. Where a container is stuffed by Shipper or on its behalf, and the container is sealed when received by Carrier for shipment, Carrier's liability will be limited to US$500 with respect to the contents of each such container, except when the Shipper declares the value on the face hereof and pays additional charges on such declared value as stated in Carrier's tariff. The freight charged on sealed containers when no higher valuation is declared by the Shipper is based on a value of US$500 per container. However, Carr ier shall not, in any case, be liable for an amount greater than the actual loss to the person entitled to make the claim. Carrier shall have the option of replacing lost goods or repairing damaged goods.



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7.2. In any case where Carrier's liability for compensation may exceed the amounts set forth in Section 7.1 above, compensation shall be calculated by reference to the value of the goods, according to their current market price, at the time and place they are delivered, or should have been delivered, in accordance with this contract.

7.3. If the value of the goods is less than US$500 per package or per customary freight unit, their value for compensation purposes shall be deemed to be the invoice value, plus freight and insurance, if paid.

7.4. Carrier shall not be liable to any extent for any loss of or damage to or in connection with precious metals, stones, or chemicals, jewelry, coin or currency, negotiable instruments, securities, writings, documents, works of art, curios, heirlooms, or any other valuable goods, including goods having particular value only for Merchant, unless the true nature and value of the goods have been declared in writing by Merchant before receipt of the goods by the Carrier or Inland Carrier, the same is inserted on the face of this Bill of Lading and additional freight has been paid as required.

7.5. Carrier will not arrange for insurance on the goods except upon express instructions from the Consignor and then only at Consignor’s expense and presentation of a declaration of value for insurance purposes prior to shipment.

7.6. When any claim is paid by the Carrier to the Merchant, the Carrier shall be, by reason of such payment and this bill of lading, automatically subrogated to all rights of the Merchant against any third party. The Merchant shall sign a subrogation receipt, release and indemnity immediately when requested by Carrier.

7.7. Nothing in this bill of lading shall operate to limit or deprive the Carrier of any statutory protection, defense, exception or limitation of liability authorized by any applicable law, statute or regulation of any country or would have been applicable in the absence of any terms or conditions set forth herein. Carrier shall have the benefit of said law, statute or regulation as if it were the owner of the Ship.

8. DESCRIPTION OF GOODS AND INFORMATION FOR U.S. CUSTOMS

8.1. Carrier is responsible for transmitting information to U.S. Customs and Border Protection prior to lading of the Goods including, without limitation, precise commodity descriptions, numbers and quantities of the lowest external packaging unit, the shipper’s complete name and address, the consignee’s or the owner’s or owner’s representative’s complete name and address, hazardous materials codes, and container seal numbers. For this, and other purposes, Carrier relies on information provided by Merchant in a timely fashion. Merchant warrants to Carrier that all particulars of the goods, including, without limitation, the precise descriptions, marks, number, quantity, weight, seal numbers, identities of shipper and consignee and hazardous materials codes furnished by Merchant are correct and Merchant shall indemnify Carrier against all claims, penalties, losses or damages arising from any inaccuracy.



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8.2. Merchant warrants that the Goods and/or containers packed by or on behalf of Merchant (except as may be packed by Carrier) are lawful Goods, contain no contraband, drugs, illegal substances or stowaways and that any hazardous or potentially hazardous characteristics of the Goods have been fully disclosed by or on behalf of the Merchant and that they will not cause loss, damage or expense to the Carrier or to any other cargo, containers, vessel or person during the carriage.

9. CARRIER'S CONTAINERS If goods are not received by Carrier already in containers, Carrier may pack them in any type container. Merchant shall be liable to Carrier for damage to Carrier's containers or equipment if such damage occurs while such equipment is in control of Merchant or his agents. Merchant indemnifies Carrier for any damage or injury to persons or property caused by Carrier's containers or equipment during handling by or when in possession or control of Merchant.

10. CONTAINER PACKED BY MERCHANT If Carrier receives the goods already packed into containers:

10.1. This Bill of Lading is prima facie evidence of the receipt of the particular number of containers set forth, and that number only. Carrier accepts no responsibility with respect to the order and condition of the contents of the containers;

10.2. Merchant warrants that the stowage and seals of the containers are safe and proper and suitable for handling and carriage and indemnifies Carrier for any injury, loss or damage caused by breach of this warranty;

10.3. Delivery shall be deemed as full and complete performance when the containers are delivered by Carrier with the seals intact; and

10.4. Carrier has the right but not the obligation to open and inspect the containers at any time without

notice to Merchant, and expenses resulting from such inspections shall be borne by Merchant; and

10.5. Merchant shall inspect containers before stuffing them and the use of the containers shall be prima facie evidence of their being sound and suitable for use.

11. DANGEROUS GOODS

11.1. Merchant may not tender goods of a dangerous nature without written application to Carrier and Carrier's acceptance of the same. In the application, Merchant must identify the nature of the goods with reasonable specificity as well as the names and addresses of the shippers and consignees.

11.2. Merchant shall distinctly and permanently mark the nature of the goods on the outside of the package and container in a form and manner as required by law and shall submit to Carrier or to the appropriate authorities all necessary documents required by law or by Carrier for the transportation of such goods.



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11.3. If the goods subsequently, in the judgment of Carrier, become a danger to Carrier, the Ship, or other cargo, or persons, or are perceived or found to be contraband or prohibited by any laws or regulations of the port of loading, discharge or call or any place or waters during the transport, Carrier shall be entitled to have such goods rendered innocuous, thrown overboard or discharged and left to Merchant at any stage and place Carrier may choose or otherwise dispose of at Carrier’s discretion without compensation, and Merchant shall be liable for and indemnify Carrier against all loss, damage or liability including loss of freight and any expenses directly or indirectly arising out of or resulting from such goods and shall post any necessary bonds or financial guarantees as may be required.

12. DECK CARGO Carrier has the right to carry the goods in any container under deck or on deck. Carrier is not required to note "on deck stowage" on the face of this Bill of Lading and goods so carried shall constitute under deck stowage for all purposes including General Average. Except as otherwise provided by any law applicable to this contract, if this Bill of Lading states that the cargo is stowed on deck, then Carrier shall not be liable for any non‐delivery, misdelivery, delay or loss to goods carried on deck, whether or not caused by Carrier's negligence or the ship's unseaworthiness.

13. HEAVY LIFT

13.1. Single packages with a weight exceeding 2,240 pounds gross not presented to Carrier in enclosed containers must be declared in writing by Merchant before receipt of the packages by Carrier. The weight of such packages must be clearly and durably marked on the outside of the package in letters and figures not less than two inches high.

13.2. If Merchant fails to comply with the above provisions, Carrier shall not be liable for any loss of or damage to the goods, persons or property, and Merchant shall be liable for any loss of or damage to persons or property resulting from such failure and Merchant shall indemnify Carrier against any loss or liability suffered or incurred by Carrier as a result of such failure.

13.3. Merchant agrees to comply with all laws or regulations concerning overweight containers and Merchant shall indemnify Carrier against any loss or liability suffered or incurred by Carrier as a result of Merchant's failure to comply with such laws or regulations.



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14. DELIVERY

14.1. Carrier shall have the right to deliver the goods at any time at any place designated by Carrier within the commercial or geographic limits of the port of discharge or place of delivery shown in this Bill of Lading. Carrier's responsibility shall cease when delivery has been made to Merchant, any person authorized by Merchant to receive the goods, or in any manner or to any other person in accordance with the custom and usage of the port of discharge or place of delivery. If goods should remain in Carrier's custody after discharge from the ship and possession is not taken by Merchant, after notice, within the time allowed in Carrier's applicable tariff, the goods may be considered to have been delivered to Merchant or abandoned at Carrier's option, and may be disposed of or stored at Merchant's expense.

14.2. Where any statute, law or regulation applicable at the port of discharge or place of delivery provides that delivery of the Goods to the Merchant shall or may be effected by the customs or port authority at the port of discharge or place of delivery, notwithstanding anything to the contrary herein, delivery of the Goods by the Carrier to such customs or port authority shall be deemed lawful delivery of the Goods by the Carrier to the Merchant and the Carrier shall not be liable for any loss of or damage to the Goods which occurs for any reason whatsoever after delivery of the Goods by the carrier to the customs or port authority.

15. NOTICE OF CLAIM Written notice of claims for loss of or damage to goods occurring or presumed to have occurred while in the custody of Carrier must be given to Carrier or its agent at the port of discharge before or at the time of removal of the goods by one entitled to delivery. If such notice is not provided, removal shall be prima facie evidence of delivery by Carrier. If such loss or damage is not apparent, Carrier must be given written notice within 3 days of the delivery.

16. FREIGHT AND CHARGES

16.1. Freight may be calculated on the basis of the particulars of the goods furnished by Merchant , who shall be deemed to have guaranteed to Carrier the accuracy of the contents, weight, measure, or value as furnished by him at the time of receipt of the goods by the Carrier or Inland Carrier, but Carrier for the purpose of ascertaining the actual particulars may at any time and at the risk and expense of Merchant open the container or package and examine contents, weight, measure, and value of the goods. In case of incorrect declaration of the contents, weight, measure and or value of the goods, Merchant shall be liable for and bound to pay to Carrier: (a) the balance of freight between the freight charged and that which would have been due had the correct details been given, plus (b) expenses incurred in determining the correct details, plus (c) as liquidated and ascertained damages, an additional sum equal to the correct freight. Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by Carrier to Merchant are for informational purposes only and are subject to change without notice and shall not under any circumstances be binding upon Carrier unless Carrier in writing specifically undertakes the handling of transportation of the shipment at a specific rate and that rate is filed in Carrier’s tariff.



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16.2. Freight shall be deemed earned on receipt of goods by Carrier, the goods lost or not lost, whether the freight is intended to be prepaid or collected at destination. Payment shall be in full and in cash without any offset, counterclaim, or deduction, in the currency named in this Bill of Lading, or another currency at Carrier's option. Interest at 1% per month shall run from the date when freight and charges are due. Payment of freight charges to a freight forwarder, broker or anyone other than directly to Carrier shall not be deemed payment to the Carrier. Merchant shall remain liable for all charges hereunder notwithstanding any extension of credit to the freight forwarder or broker by Carrier. Full freight shall be paid on damaged or unsound goods.

16.3. Merchant shall be liable for all dues, fees, duties, fines, taxes and charges, including consular fees, levied on the goods. Merchant shall be liable for return freight and charges on the goods if they are refused export or import by any government. Merchant shall be liable for all demurrage or detention charges imposed on the goods or their containers by third parties.

16.4. The Shipper, consignee, holder hereof, and owner of the goods, and their principals, shall be jointly and severally liable to Carrier for the payment of all freight and charges, including advances and shall, in any referral for collection or action for monies due to Carrier, upon recovery by Carrier, pay the expenses of collection and litigation, including reasonable attorneys' fees. This provision shall apply regardless of whether the front of this bill of lading has been marked "prepaid" or "freight prepaid" so long as freight and charges remain unpaid.

16.5. The Shipper, consignee, holder hereof, and owner of the goods, and their principals, shall jointly and severally indemnify Carrier for all claims, fines, penalties, damages, costs and other amounts which may be incurred or imposed upon Carrier by reason of any breach of any of the provisions of this Bill of Lading or of any statutory or regulatory requirements.

17. LIEN Carrier shall have a general lien on any and all property (and documents relating thereto) of Merchant in its possession, custody or control or en route, for all claims for charges, expenses or advances incurred by Carrier in connection with this shipment, or any previous shipment, of Merchant, or both, and if such claim remains unsatisfied for 30 days after demand for its payment is made, Carrier may sell at public auction or private sale, upon 10 days written notice, registered mail to Merchant, the goods, wares and/or merchandise or so much as may be necessary to satisfy such lien and the costs of recovery, and apply the net proceeds of such sale to the payment of the amount due Carrier. Any surplus from such sale shall be transmitted to Merchant, and Merchant shall be liable for any deficiency in the sale.

18. TIME BAR Carrier shall be discharged from all liability for loss of or damage to goods unless suit is brought within one (1) year after delivery of the goods or the date when the goods should have been delivered. Suit shall not be deemed brought against Carrier until jurisdiction shall have been obtained over Carrier by service of summons. The time bar for overcharge claims shall be 6 months.



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19. JURISDICTION These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of New York without giving consideration to principles of conflict of law. Customer and FRACHT FWO INC.

(a) Irrevocably consent to the jurisdiction of the united Sates District Court and the State courts of New York;

(b) Agree that any action relating to the services performed by FRACHT FWO INC. 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 judgment may be instituted in any jurisdiction.

20. GENERAL AVERAGE

20.1. General Average shall be adjusted at New York, or any other port at Carrier's option, according to the York‐Antwerp Rules of 1994. The General Average statement shall be prepared by adjusters appointed by Carrier.

20.2. In the event of accident, damage, danger or disaster after commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for the consequence of which Carrier is not responsible by statute, contract or otherwise, Merchant shall contribute with Carrier in General Average to the payment of any sacrifice, loss or expense of a General Average nature that may be made or incurred, and shall pay salvage or special charges incurred in respect of the goods. If a salving vessel is owned or operated by Carrier, salvage shall be paid for as fully as if the salving vessel or vessels belonged to strangers.

21. BOTH‐TO‐BLAME COLLISION CLAUSE If the ship comes into collision with another vessel as a result of negligence of the other vessel and any negligence or fault on the part of Carrier or its servants or subcontractors, Merchant shall indemnify Carrier against all loss or liability to the other or non‐carrying vessel or her owners, insofar as such loss or liability represents loss of, or damage to, or any claim whatsoever of Merchant paid or payable by the other or non‐ carrying vessel or her owners to Merchant and set‐off, recouped or recovered by the other or non‐carrying vessel or her owners as part of their claim against the carrying ship or her owner. This provision shall apply as well where the owners, operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault with respect to a collision or contact.

22. CARRIER’S TARIFFS The goods carried under this Bill of Lading are also subject to all the terms and conditions of tariff(s) published pursuant to the regulations of the United States Federal Maritime Commission or any other regulatory agency which governs a particular portion of the carriage and the terms are incorporated herein as part of the terms and conditions of this Bill of Lading. Copies of Carriers' tariffs may be obtained from Carrier or its agents or from Carrier’s web‐site, the address of which is set forth on the U.S. Federal Maritime Commission’s web‐site at www.fmc.gov. Carrier may enter into Negotiated Rate Arrangements with Merchant in lieu of publishing the applicable rates and charges for services provided in its rate tariff.

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23. PERISHABLE CARGO

23.1. Goods of a perishable nature shall be carried in ordinary containers without special protection, services or other measures unless there is noted on the reverse side of this Bill of Lading that the goods will be carried in a refrigerated, heated, electrically ventilated or otherwise specially equipped container or are to receive special attention in any way. Carrier shall not be liable for any loss of or damage to goods in a special hold or container arising from latent defects, breakdown, or stoppage of the refrigeration, ventilation or heating machinery, insulation, ship’s plant, or other such apparatus of the vessel or container, provided that Carrier shall before or at the beginning of the transport exercise due diligence to maintain the special hold or container in an efficient state.

23.2. Merchant undertakes not to tender for transportation any goods that require refrigeration without given written notice of their nature and the required temperature setting of the thermostatic controls before receipt of the goods by Carrier. In case of refrigerated containers packed by or on behalf of Merchant, Merchant warrants that the goods have been properly stowed in the container and that the thermostatic controls have been adequately set before receipt of the goods by Carrier.

23.3. Merchant's attention is drawn to the fact that refrigerated containers are not designed to freeze down cargo which has not been presented for stuffing at or below its designated carrying temperature. Carrier shall not be responsible for the consequences of cargo tendered at a higher temperature than that required for the transportation.

23.4. If the above requirements are not complied with, Carrier shall not be liable for any loss of or damage to the goods whatsoever.

24. SEVERABILITY The terms of this Bill of Lading shall be severable, and, if any part or term hereof shall be held invalid or unenforceable, such holding shall not affect the validity or enforceability of any other part or term hereof.

25. VARIATION OF THE CONTRACT No servant or agent of Carrier shall have power to waive or vary any of the terms hereof unless such variation is in writing and is specifically authorized or ratified in writing by Carrier.



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NCBFAA Terms and Conditions of Service These terms and conditions of service constitute a legally binding contract between the "Company" and the "Customer". In the event the Company renders services and issues a document containing Terms and Conditions governing such services, the Terms and Conditions set forth in such other document(s) shall govern those services.

1) Definitions.

a)“Company” shall mean Fracht FWO Inc., its subsidiaries, related companies, agents and/or representatives;

b)“Customer” shall mean the person for which the Company 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, etc. 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)“Ocean Transportation Intermediaries” (“OTI”) shall include an “ocean freight forwarder” and a “non- vessel operating carrier”;

e)“Third parties” shall include, but not be limited to, the following: “carriers, truckmen, cartmen, lightermen, forwarders, 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”.

2) Company as agent. The Company acts as the “agent” of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export and security documentation on behalf of the Customer and other dealings with Government Agencies, or for arranging for transportation services or other logistics services in any capacity other than as a carrier.

3) Limitation of Actions.

a) Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual loss, must be made in writing and received by the Company, within 90 days of the event giving rise to claim; the failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer.

b) All suits against Company must be filed and properly served on Company as follows:

i) For claims arising out of ocean transportation, within 1 year from the date of loss;

ii) For claims arising out of air transportation, within 1 year from the date of the loss;

iii) For claims arising out of the preparation and/or submission of an import entry(s), within 75 days from the date of liquidation of the entry(s);



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iv) For any and all other claims of any other type, within 2 years from the date of the loss or damage.

4) No Liability. For The Selection or Services of Third Parties and/or Routes. Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer, Company 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 the Company that a particular person or firm has been selected to render services with respect to the goods, shall not be construed to mean that the Company warrants or represents that such person or firm will render such services nor does Company 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, the Company shall reasonably cooperate with the Customer, which shall be liable for any charges or costs incurred by the Company.

5) Quotations Not Binding. Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the Company 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 the Company and the Customer.

6) Reliance On Information Furnished.

a) Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with U.S. Customs & Border Protection, other Government Agency and/or third parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission filed on Customers behalf;

b) In preparing and submitting customs entries, export declarations, applications, security filings, documentation and/or other required data, the Company relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold the Company harmless from any and all claims asserted and/or liability or losses suffered by reason of the Customer's failure to disclose information or any incorrect, incomplete or false statement by the Customer or its agent, representative or contractor upon which the Company reasonably relied. The Customer agrees that the Customer has an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods.

7) Declaring Higher Value To Third Parties. Third parties to whom the goods are entrusted may limit liability for loss or damage; the Company will request excess valuation coverage only upon specific written instructions from the Customer, which must agree to pay any charges therefore; in the absence of written instructions or the refusal of the third party to agree to a higher declared value, at Company's discretion, the goods may be tendered to the third party, subject to the terms of the third party's limitations of liability and/or terms and conditions of service.



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8) Insurance. Unless requested to do so in writing and confirmed to Customer in writing, Company is under no obligation to procure insurance on Customer's behalf; in all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance.

9) Disclaimers; Limitation of Liability.

a) Except as specifically set forth herein, Company makes no express or implied warranties in connection with its services;

b) In connection with all services performed by the Company, Customer may obtain additional liability coverage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefore, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s).

c) In the absence of additional coverage under (b) above, the Company's liability shall be limited to the following:

i) where the claim arises from activities other than those relating to customs business, $ 50 per shipment or transaction, or

ii) where the claim arises from activities relating to “Customs business”, $ 50 per entry or the amount of brokerage fees paid to Company for the entry, whichever is less;

d) In no event shall Company be liable or responsible for consequential, indirect, incidental, statutory or punitive damages, even if it has been put on notice of the possibility of such damages, or for the acts of third parties.

10) Advancing Money. All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to customer; the granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by the Company.

11) Indemnification/Hold Harmless. The Customer agrees to indemnify, defend, and hold the Company 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 the 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 the Company 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 the Company 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 the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company.

12) C.O.D. or Cash Collect Shipments. Company shall use reasonable care regarding written instructions relating to “Cash/Collect on Deliver (C.O.D.)” shipments, bank drafts, cashier's and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall not have liability if the bank or consignee refuses to pay for the shipment.



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13) Costs of Collection. In any dispute involving monies owed to Company, the Company shall be entitled to all costs of collection, including reasonable attorney's fees and interest at 15% per annum or the highest rate allowed by law, whichever is less unless a lower amount is agreed to by Company.

14) General Lien and Right To Sell Customer's Property.

a) Company shall have a general and continuing lien on any and all property of Customer coming into Company's actual or constructive possession or control for monies owed to Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both;

b) Company 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 on-going storage or other charges; Customer shall notify all parties having an interest in its shipment(s) of Company's rights and/or the exercise of such lien.

c) 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 Company, guaranteeing payment of the monies owed, plus all storage charges accrued or to be accrued, Company 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.

d) As an inducement to Company to extend credit to Customer, Customer hereby grants to Company a Security Interest in the goods and property in all shipments (and all proceeds from same) and hereby authorizes Company to file a UCC-1 financing Statement with the proper governing authority in the public records.

15) No Duty To Maintain Records For 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, the Company 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.

16) Obtaining Binding Rulings, Filing Protests, etc. Unless requested by Customer in writing and agreed to by Company in writing, Company shall be under no obligation to undertake any pre- or post Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.



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17) Preparation and Issuance of Bills of Lading. Where Company prepares and/or issues a bill of lading, Company shall be under no obligation to specify thereon the number of pieces, packages and/or cartons, etc.; unless specifically requested to do so in writing by Customer or its agent and Customer agrees to pay for same, Company shall rely upon and use the cargo weight supplied by Customer. Relative to the liability limits set forth elsewhere in this Agreement. Customer and Company hereby waive all rights and remedies under the Carmack Amendment and the ICC Termination Act of 1995 (the “Act”), pursuant to Section 1410(b) of the Act. As required by regulation, Customer and Client do not waive the provisions governing registration, insurance, or safety fitness. Unless the company physically handles and carries the shipment, the loss, damage, expense or delay occurs during such carriage activity, the Company assumes no liability as a carrier.

18) No Modification or Amendment Unless Written. These terms and conditions of service may only be modified, altered or amended in writing signed by both Customer and Company; any attempt to unilaterally modify, alter or amend same shall be null and void.

19) Compensation of Company. The compensation of the Company for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by the Company to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, the Company shall provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges. In any referral for collection or action against the Customer for monies due the Company, upon recovery by the Company, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee.

20) Force Majeure. Company shall not be liable for losses, damages, delays, wrongful or missed deliveries or nonperformance, in whole or in part, of its responsibilities under the Agreement, resulting from circumstances beyond the control of either Company or its sub-contractors, including but not limited to:

a) acts of God, including flood, earthquake, storm, hurricane, power failure or other natural disaster;

b)war, hijacking, robbery, theft or terrorist activities;

c) incidents or deteriorations to means of transportation,

d)embargoes,

e) civil commotions or riots,

f) defects, nature or inherent vice of the goods;

g) acts, breaches of contract or omissions by Customer, Shipper, Consignee or anyone else who may have an interest in the shipment,

h)acts by any government or any agency or subdivision thereof, including denial or cancellation of any import/export or other necessary license; or

i) strikes, lockouts or other labor conflicts.



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21) Severability. In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in Full force and effect. Company's decision to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein.

22) Governing Law; Consent to Jurisdiction and Venue. These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of New York without giving consideration to principles of conflict of law. Customer and Company

a) irrevocably consent to the jurisdiction of the United States District Court and the State courts of New

York;

b)agree that any action relating to the services performed by Company, 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 judgment may be instituted in any jurisdiction.

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