Terms and Conditions

Important Notice:

Below are terms and conditions for shipping with Flexport Inc., Flexport LLC, Flexport International LLC and Flexport International (Shanghai) Co., Ltd.
By accepting terms and conditions for any mode you are accepting the terms and conditions for all modes.

International Ocean Bill of Lading Terms & Conditions

Flexport International LLC

Below are terms and conditions for shipping with Flexport International LLC a licensed non-vessel operating common carrier (NVOCC) FMC# 025219NF. Terms and conditions are the same as are currently printed on the Flexport International LLC Bills of Lading.

By accepting terms and conditions for any mode (domestic air, international air, international ocean, domestic trucking and international trucking) you are accepting the terms and conditions for all modes:

1. Definitions. When used in this Bill of Lading (A) "Carrier" means Flexport International LLC. (B) "Inland Carrier" means carriers (other than the Carrier) by land, water or air, participating in combined transport of the Goods, whether acting as carrier or bailee. (C) "Combined Transport" means carriage of the Goods under this Bill of Lading from place of receipt from Merchant to place of delivery to Merchant by the Carrier plus one or more Inland Carriers. (D) "Port-to-Port Transportation" means carriage of the Goods under this Bill of Lading other than combined transport. (E) "Merchant" includes the shipper, consignor, consignee, owner, and receiver of the Goods and the holder of this Bill of Lading. (F) "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. (G) "Vessel" includes the vessel named on the face of this Bill of Lading and any ship, craft, lighter, barge or other means of transport that is substituted in whole or in part for that vessel. (H) "Container" includes any containers (including an open top container) flat rack, platform, trailer, transportable tank, pallet or any other device used for transportation of goods. (I) "Laden on Board" or similar words endorsed on this Bill of Lading means that the Goods have been loaded on board the Vessel or are in the custody of the Carrier, and in the event of Combined Transport if the originating carrier is an Inland Carrier. "On Board" means that the Goods have been loaded on board rail cars or other means of Inland carriage or are in the custody of a participating railroad or other Inland Carrier. (J) "Subcontractor" includes stevedores, longshoremen, lighterers, terminal operators, warehousemen, truckers, agents, servants, and any person, firm, corporation or other legal entity which performs services incidental to the carriage of the Goods. (K) "United States" or "U.S." means the United States of America.

2. Clause Paramount. (A) Insofar as this Bill of Lading covers carriage of Goods by water, this Bill of Lading shall have effect subject to the provisions of the "Hague Rules", namely the International Conventions for the Unification of Certain Rules Relating to Bills of Lading, dated at Brussels, August 25, 1924, as amended (including, where enacted, the Protocol dated at Brussels, February 23, 1968, known as the Visby Rules), as enacted in the country of shipment. When no such enactment is in force in the country of shipment or is otherwise compulsorily applicable, the Hague Rules as enacted in the country of destination shall apply. When no such enactment is in force in the country of shipment or in the country of destination, or is otherwise compulsorily applicable, the terms of the Hague Rules as enacted by the Convention shall apply. (B) If this Bill of Lading covers Goods moving to or from ports of the United States in foreign trade, then carriage of such goods shall be subject to the provisions of the United States Carriage of Goods by Sea Act, 1936, 46 U.S.C. P1300-1315 as amended (hereinafter "U.S. COGSA"), the terms of which shall be incorporated herein. The provisions of U.S. COGSA shall (except as otherwise specifically provided in this Bill of Lading) govern throughout the time when the Goods are in the custody of the Carrier and any other water carrier and as otherwise provided in this Bill of Lading.

3. Law and Jurisdiction. Whenever the Carriage of Goods by Sea Act 1936 (COGSA) of the United States of America applies, this contract is to be governed by United States Law. In all other cases actions against the Carrier may be instituted only in the country where the Carrier has its principal place of business and shall be decided according to the law of such country.

4. Limitation of Liability Statutes. Nothing in this Bill of Lading shall operate to limit or deprive the Carrier of any statutory protection, exemption from, or limitation of liability authorized by the applicable laws, statutes, or regulations of any country.

5. Sub-Contracting: Exemptions and Immunities of Subcontractors. (A) The Carrier shall be entitled to subcontract on any terms the whole or part of the handling, storage, or carrier of the Goods and any and all duties whatsoever undertaken by the Carrier in relation to the Goods. (B) Merchant warrants that no claim shall be made against any Subcontractor (as defined in Article 1 (J), or Subcontractor, of Carrier, except Inland Carriers where otherwise appropriate, that imposes or attempts to impose upon any of them or any vessel owned or operated by any of them any liability in connection with the Goods, and, if any such claims should nevertheless be made, to indemnify the Carrier against all consequences of such claims. (C) Without prejudice to the foregoing, every Subcontractor (and Subcontractor's Subcontractor) shall have the benefit of all provisions in this Bill of Lading for the benefit of the Carrier as if such provisions were expressly for the Subcontractor's benefit. In entering into this contract the Carrier, to the extent of those provisions, does so not only on its own behalf of such Subcontractors.

6. Route to Transport. (A) The Goods may, at the Carriers absolute discretion, be carried as a single shipment or as several shipments by the Vessel and/or any other means of transport by land, water, or air and by any route whatsoever, whether or not such route is the direct, advertised, or customary route. (B) The Vessel shall have liberty to call and/or stay at any port or place in or out of the direct, advertised, or customary route, once or more often and in any order, and/or to omit calling at any port or place whether scheduled or not. (C) The Vessel shall have liberty , either with or without the Goods on board and either before or after proceeding toward the port of discharge to adjust to compasses and other navigational instruments, make trial trips or tests, dry dock, go to repair yards, shift berths, take on fuel or stores, embark or disembark any person, carry contraband, explosives, munitions, war-like stores and hazardous cargo, sail with or without pilots, tow or be towed, and save or attempt to save life or property. (D) If the Goods in whole or in part are for any reason not carried on the Vessel named in this Bill of Lading, or if loading the Goods is delayed or is likely to detain the Vessel, the Vessel may proceed without carrying or loading the Goods in whole or in part, and notice to merchant of such sailing is hereby waived. Carrier may forward the Goods under the terms of this Bill of Lading on the next available ship or at Carrier's option by any other means of transportation, whether by land, water or air. (E) At Carrier's option and without notice to Merchant, another ship or ships may be substituted for the Vessel named in this Bill of Lading, whether or not the substitute ship is owned or operated by Carrier or arrives or departs, or is scheduled to arrive or depart, before or after the Vessel named by this Bill of Lading. (F) Any action taken by the Carrier under this Article 6 shall be deemed to be included within the contractual carriage and such action, or delay resulting therefrom, shall not be considered a deviation. Should the Carrier be held liable in respect of such action, the Carrier shall be entitled to the full benefit of all privileges, rights, and immunities contained in this Bill of Lading.

7. Responsibility. (A) Insofar as this Bill of Lading is used for Port-to-Port Transportation of the Goods, the Carrier shall not be responsible for loss of or damage to the Goods caused before loading or after discharge. "Loading" shall be deemed to commence with the hooking on the vessel's tackle, or if not using the vessel's tackle, with the receipt of the Goods on deck or in the hold of (if the Goods are in bulk liquid) in the vessel's permanent pipe connections. "Discharge" shall be deemed to be completed when the Goods have been unhooked from the vessel's tackle or removed from the vessel's deck or passed beyond the vessel's permanent pipe connections. (B) Insofar as this Bill of Lading is used for combined transport of the Goods, the responsibility of the Carrier and each Inland Carrier with respect to the Goods shall be limited to the period when the carrier has custody of the Goods, and no carrier, either Ocean or Inland, shall be responsible for any loss or damage caused while the Goods are not in its custody. Any claim for loss of or damage to the Goods, including loss or damages resulting from delay, should be made against the carrier having custody of the Goods when the loss or damage or delay was caused. (C) If it is established by the Merchant that the Carrier is responsible for loss of or damage to or in connection with the Goods, such responsibility, subject to the provisions of this Bill of Lading, shall be to the extent following but not further: (1) With respect to loss or damage caused during the period from the time when the Goods arrived at the sea terminal at the port of loading to the time when they left the sea terminal at the port of discharge, or caused during any previous or subsequent period of carriage by sea or waterways, to the extent prescribed by the applicable Hague Rules as provided in Article 2. (2) Save as indicated (C) (i) above, with respect to loss or damage caused during the handling, storage or carriage of the Goods by Carrier's Subcontractor, to the extent to which such Subcontractor would have been liable to the Merchant if he had made a direct and separate contract with the Merchant in respect of such handling, storage or carriage, provided, however, that if the Carrier is not authorized under any applicable laws, rules or regulations to undertake such handling, storage, or carriage under its own responsibility, the Carrier shall only be liable for procuring such handling, storage or carriage. If such handling, storage or carriage occurred in or between points in Europe, or where otherwise applicable, such responsibility shall be governed (a) if by road by the Convention on the Contract for the International Carriage of Goods by Road, dated 19 May, 1956 (CMR); (b) if by rail, by the International Convention Concerning the Carriage of Goods by Rail, dated 25 February, 1961 (CIM); (c) if by air, by the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed Warsaw 12 October, 1929, as amended by the Hague Protocol dated 28 September, 1955 (Warsaw Convention); (d) If it is established by the Merchant that an Inland Carrier is responsible for loss of or damage to or in connection with the Goods, such responsibility shall be to the extent, but not further, than the Inland Carrier would have been liable to the Merchant if he had made a direct and separate contract with the Merchant in respect of handling, storage or carriage of the Goods, as applicable. (e) Notwithstanding foregoing Article 7 (A) or 7 (B), the Carrier does not undertake that the Goods shall arrive at the port of discharge or place of delivery at any particular time or in time to meet any particular market or use, and the Carrier shall not be responsible for any direct or indirect loss or damage that is caused through delay. (f) If this Bill of Lading is used for Port-to-Port Transportation, the column indicating final destination on the face of this Bill of Lading is solely for the purpose of the Merchant's reference, and the Carrier's responsibility for the Goods shall in all cases cease at the time of discharge of the Goods at the port of discharge.

8. Liberties. (A) In any situation whatsoever whether or not existing or anticipated before commencement of or during the transport, which in the judgement of the Carrier (including for the purpose of this Article the Master and any person charged with the transport or safekeeping of the Goods) has given or is likely to give rise to danger, injury, loss, delay, or disadvantage of whatsoever nature to the Vessel, the Carrier, a vehicle, any person, the Goods or any property, or has rendered or is likely to render it in any way unsafe, impracticable, unlawful, or against the interest of the Carrier or the Merchant to commence or continue the transport or to discharge the Goods at the port of discharge or to deliver the Goods at the place of delivery by the route and in the manner originally intended by the Carrier, the Carrier (1) at any time shall be entitled to unpack the container(s) or otherwise dispose of the Goods in such way as the Carrier may deem advisable at the risk and expense of the Merchant and/or (2) before the Goods are loaded on the Vessel, a vehicle, or other means of transport at the place of receipt or port of loading, shall be entitled to cancel the contract of carriage without compensation and to require the Merchant to take delivery of the Goods and, upon his failure to do so, to warehouse or place them at any place selected by the Carrier at the risk and expense of the Merchant and/or (3) if the Goods are at a place awaiting transshipment, shall be entitled to terminate the transport there and to store them at any place selected by the Carrier at the risk and expense of the Merchant, and/or (4) if the Goods are loaded on the Vessel, a vehicle, or other means of transport whether or not approaching, entering, or attempting to enter the port of discharge or to reach the place of delivery or attempting or commencing to discharge, shall be entitled to discharge the Goods or any part of them at any port or place selected by the Carrier or to carry them back to the port of loading or place of receipt and there discharge them. Any actions under (3) or (4) above shall constitute complete and final delivery and full performance of this contract, and the Carrier thereafter shall be free from any responsibility for carriage of the Goods. (B) If, after storage, discharge, or any actions according to subpart (A) above the 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 the Merchant without any liability whatsoever in respect of such agency. The Merchant shall reimburse the Carrier forthwith upon demand for all extra freight charges and expenses incurred for any actions taken according to subpart (A), including delay or expense to the Vessel, and the Carrier shall have a lien upon the Goods to that extent. (C) The situations referred to in subpart (A) above shall include, but shall not be limited to, those caused by the existence or apprehension of war declared or undeclared, hostilities, riots, civil commotions, or other disturbances closure of, obstacle in, or danger to any port or canal, blockade, prohibition, or restriction on commerce or trading quarantine, sanitary, or other similar regulations or restrictions, strikes, lockouts or other labor troubles whether partial or general and whether or not involving employees of the Carrier or its Subcontractors, congestion of port, wharf, sea terminal, or similar place, shortage, absence or obstacles of labor or facilities for loading, discharge, delivery, or other handling of the Goods, epidemics or diseases, bad weather, shallow water, ice, landslip, or other obstacles in navigation or carriage (D) The 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 Vessel 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 Vessel, 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 contractual carriage and shall not be a deviation.

9. Description and Particulars of Goods. Any reference on the face of this Bill of Lading to marks, numbers, description, quantity, quality, gauge, weight, measure, nature, kind, value, and any other particulars of the Goods, is as furnished by the Merchant. The Carrier shall not be responsible for the accuracy of any such reference and is not bound thereby. The Merchant warrants to the Carrier that the descriptions and particulars furnished by him are correct, and the Merchant shall indemnify the Carrier against all loss, damage, expenses, liability, penalties and fines arising or resulting from inaccuracy of any description or particular.

10. Use of Container. When the Goods are not already packed into a container at the time of receipt by the Carrier, the Carrier shall be at liberty to pack and carry the Goods in any type of container.

11. Carrier's Container. (A) The Merchant assumes full responsibility for and shall indemnify the Carrier against any loss of or damage to the Carrier's containers and other equipment if the loss or damage is caused or occurs while in the possession or control of the Merchant, his agents, or common carriers engaged by or on behalf of the Merchant (B) The Carrier shall in no event be liable for, and the Merchant shall indemnify and hold the Carrier harmless from, any death of or injuries to persons, or loss of or damage to property, caused by the Carrier's container or its contents while in the possession or control of the Merchant, his agents, or common carriers engaged by or on behalf of the Merchant.

12. Container Packed by Merchant. If the cargo received by the Carrier or Inland Carrier is in a container packed by or on behalf of the Merchant. (A) this Bill of Lading is prima facie evidence of the receipt only of the number on the face of this Bill of Lading. The condition and particulars of the contents are unknown to the Carrier and Inland Carriers, and the Carrier accepts no responsibility for the accuracy of the description of condition or particulars. (B) The Merchant warrants (1) that the stowage of the contents of the containers and the closing and sealing of the containers are safe and proper, and (2) that the containers and their contents are suitable for handling and carriage in accordance with the terms of this Bill of Lading, including Article 15. In the event of the Merchant's breach of any of these warranties, the Merchant and not the Carrier shall be responsible for, and the Merchant shall indemnify and hold Carrier harmless from, any resulting loss or damage to persons or property (including the Goods) (C) The Merchant shall inspect the container when it is furnished by or on behalf of the Carrier, and the container shall be deemed to have been accepted by the Merchant as being in sound and suitable condition for the purpose of the transport contracted for in this Bill of Lading, unless the Merchant gives notice to the contrary, in writing, to the Carrier before the transport. (D) If the container is delivered after transport by the Carrier or Inland Carrier with seals intact, such delivery shall be deemed to be full and complete performance of the Carrier's obligation under this Bill of Lading, and the Carrier shall not be liable for any loss of or damage to the contents of the container. (E) The Carrier and Inland Carrier shall have the right to open the container and to inspect its contents without notice to the Merchant, at such time and place as the Carrier or Inland Carrier may deem necessary, and all expenses incurred therefrom shall be borne by the Merchant. (F) If any seal of the container is broken by customs or other authorities for inspection of its contents, the Carrier shall not be liable for any resulting loss, damage or expenses.

13. Special Carriage or Container. (A) The Carrier does not undertake to carry the Goods in refrigerated, heated, insulated, ventilated, or any other special hold or container, nor to carry any special container packed by or on behalf of the Merchant, but the Carrier will treat such Goods or container only as ordinary goods or dry container, respectively, unless: (1) special arrangements for the carriage of such Goods or container have been agreed to in writing between the Carrier and the Merchant; (2) such special arrangements are noted on the face of this Bill of Lading; and (3) special freights as required has been paid. The Carrier shall not be responsible for the function of a special container supplied by or on behalf of the Merchant. (B) The 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 or heating machinery, insulation, ship's plant, or other such apparatus of the Vessel or container, provided that the Carrier shall before or at the beginning of the transport exercise due diligence to maintain the special hold or container in an efficient state. (C) If the Goods have been packed into a refrigerated container by the Carrier or Inland Carrier, and the particular temperature range requested by the Merchants is inserted in this Bill of Lading, the Carrier will set the thermostatic controls within the requested temperature range but does not guarantee the maintenance of such temperature inside the container. (D) If the cargo received by the Carrier or Inland Carrier is in a refrigerated container packed by or on behalf of the Merchant, it is the obligation of the Merchant to stow the contents properly and set the thermostatic controls exactly. The Carrier shall not be liable for any loss of or damage to the Goods arising out of or resulting from the Merchant's failure in such obligation and Carrier does not guarantee the maintenance of the intended temperature inside the container.

14. Dangerous Goods, Contraband. (A) The Carrier undertakes to carry Goods of an explosive, inflammable, radioactive, corrosive, damaging, poisonous, or dangerous nature only upon the Carrier's approval of a written application by the Merchant prior to the carriage of such Goods. Such application must accurately state the name, nature and classification of the Goods, as well as how they are dangerous and the method of rendering them innocuous, together with the full names and addresses of the shipper and the consignee. (B) The Merchant shall undertake that the nature and danger of such Goods is distinctly and permanently marked on the outside of the package or container containing the Goods. (C) Merchant shall submit all documents or certificates required in connection with such Goods by any applicable statue or regulation or by the Carrier (D) Whenever the Goods are discovered to have been received by the Carrier or Inland Carrier without complying with subparts (A), (B) or (C) above, or the Goods are found to be contraband or prohibited by any law or regulation of any place during the transport, the Carrier shall be entitled to have such Goods rendered innocuous, thrown overboard, discharged, or otherwise disposed of at the Carrier's discretion without compensation, and the Merchant shall be liable for and indemnify the Carrier against any loss, damage or liability, including loss of freight, and any other expenses directly or indirectly arising out of custody or carriage of such Goods. (E) The Carrier may exercise the right conferred upon it under the preceding subpart whenever it is apprehended that Goods received in compliance with subparts (A), (B) and (C) above have become dangerous, even if not dangerous when received by the Carrier or Inland Carrier. (F) The Carrier has the right to inspect the contents of any package or container at any time and place without the prior notice to Merchant and at the risk and expense of the Merchant.

15. Stowage Under and on Deck. (A) Goods in containers, vans, trailers, or chassis may be carried under deck or on deck, and when such Goods are carried on deck the Carrier shall not be required to specially note mark, or stamp any statement of "on deck stowage" on the face of this Bill of Lading, any custom to the contrary notwithstanding. Such on deck carriage shall not be considered a deviation. (B) Goods stowed in poop, forecastle, deck house, shelter deck, passenger space, or any other covered-in-space, or stowed in a container wherever placed, shall be deemed to be stowed under deck for all purposes including general average. (C) Lumber, earth moving equipment and all other Goods customarily or reasonably carried on deck may, at Carrier's option, be carried on deck without further notice to Merchant and without liability to the Carrier for the risks inherent in or incident to such carriage. Such on deck carriage shall not be considered a deviation. (D) In respect of Goods not in containers and carried on deck, and stated on this Bill of Lading to be so carried, all risks of loss or damage from perils inherent in or incident to the custody or carriage of such Goods shall be borne by the Merchant and in all other respects the Carrier shall have the benefit of the provisions of the applicable, version of the Hague Rules (including U.S. COGSA, notwithstanding Section 1301 (c) thereof) and the terms of this Bill of Lading

16. Live Animals and Plants. With respect to the custody and carriage of live animals and plants, all risks of loss or damage by perils inherent in or incident to such carriage shall be borne by the Merchant, and in all other respects the Carrier shall have the benefit of the provisions of the applicable version of the Hague Rules (including U.S. COGSA, notwithstanding Section 1301(c) thereof) and the terms of this Bill of Lading.

17. Valuable Goods. The 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, currency, negotiable instruments, securities, writings, documents, works of art, curios, heirlooms, or any other valuable goods, including goods having particular value only for the Merchant, unless the true nature and value of the Goods have been declared in writing by the 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.

18. Heavy Lift. (A) The weight of a single piece or package exceeding 2,240 lbs. gross must be declared by the Merchant in writing before receipt by the Carrier or Inland Carrier and must be marked clearly and durably on the outside of the piece or package in letters and figures not less than two inches high. (B) If the Merchant fails in his obligations under the preceding subpart (1) the Carrier shall not be responsible for any loss of or damage to in connection with the Goods. (2) the Merchant shall be liable for resulting loss of or damage to any person or property, and (3) Merchant shall indemnify the Carrier against any resulting loss, damage, or liability suffered by the Carrier.

19. Delivery by Marks. (A) The Carrier shall not be liable for failure or delaying delivery in accordance with marks, unless such marks have been clearly and durably stamped or marked upon the Goods, package, or container by the Merchant before they are received by the Carrier or Inland Carrier, in letters and numbers not less than two inches high, together with the names of the port of discharge and place of delivery. (B) In no circumstances shall the Carrier be responsible for delivery in accordance with other than leading marks. (C) The Merchant warrants that the marks on the Goods, packages and containers correspond to the marks shown on this Bill of Lading and also in all respects comply with all laws and regulations in force at the port of discharge or place of delivery. The Merchant shall indemnity the Carrier against all loss, damage or expenses resulting from inaccuracy or incompleteness of the marks. (D) Goods that cannot be identified as to marks or numbers, cargo sweeping liquid residue and any unclaimed goods not otherwise accounted for may be allocated for the purpose for completing delivery to the various Merchants of Goods of like character in proportion to any apparent shortage, loss of weight or damage.

20. Delivery. (A) The Carrier shall have the right to deliver the Goods at any time at the Vessels side, customhouse, warehouse, wharf, or any other place designated by the Carrier, within the geographic limits of the port of discharge or place of delivery shown of the face of this Bill of Lading (B) The Carrier's responsibility shall cease when the Goods have been delivered to the Merchant, Inland Carrier, connecting carrier or any other person entitled to receive the Goods on Merchant's behalf at the place designated by the Carrier. Delivery of the Goods to the custody of customs or any other public authority shall constitute final discharge of the Carrier's responsibility. (C) In case the cargo received by the Carrier is containers packed by or on behalf of the Merchant (1) The Carrier shall only be responsible for delivery of the total number of containers received (2) The Carrier shall not be required to unpack the containers and deliver their contents in accordance with brands, marks, numbers sizes, to types of items or pieces (3) At the Carriers discretion and upon the Merchant's request in writing to the Carrier at least 3 days prior to the scheduled date of arrival the of Vessel at the port of discharge containers may be unpacked and their contents delivered by the Carrier in accordance with the written request. In such a case if the seal of the containers is intact at the time of unpacking all the Carrier's obligations under this Bill of Lading shall be deemed to have been discharged, the Carrier shall not be responsible for any loss or damage resulting from such delivery and the Merchants shall be liable for an appropriate adjustment of the freight and any additional charges incurred (D) If the Goods have been packed into a container by the Carrier shall unpack the container and deliver its contents and the Carrier shall not be required to deliver the Goods in the container. At the Carrier's discretion, and subject to prior arrangement between the Merchant and the Carrier the Goods may be delivered to Merchant in the container, in which case if the container is delivered with seals intact all the Carrier's obligations under this Bill of Lading shall be deemed to have been discharged, and the Carrier shall not be responsible for any loss or damage to the contents of the container. (E) Optional delivery shall be granted only when arranged prior to the time of receipt of the Goods by Carrier and if expressly stated on the face of this Bill of Lading. The Merchant desiring to avail himself of the option so expressed must give notice in writing to the Carrier at the first port of call named in the option at least 48 hours prior to the Vessel's arrival there, otherwise the Goods shall be landed at any of the optional ports at Carrier's option, and the Carrier's responsibility shall then cease. (F) Carrier is not responsible to give notification, in writing or otherwise, either to Merchant or others, of the arrival, discharge, or disposition of Goods, any custom or agreement to the contrary notwithstanding, and notwithstanding any notation on the face of this Bill of Lading, concerning notification or a notify party.

21. On-Carriage and Forwarding. (A) Whether arranged beforehand or not, the Carrier shall be at liberty without notice to carry the Goods wholly or partly by the named or any other Vessel, craft barge, or other means of transport by water, land or air, whether or not owned or operated by the Carrier. (B) The Carrier may under any circumstances whatsoever discharge the Goods or any part of them at any port or place for transshipment and store them afloat or ashore and then forward them by any means of transport. (C) If the Goods cannot be found at the port of discharge or place of delivery, or if they be miscarried, they, when found, may be forwarded to their intended port of discharge or place of delivery at the Carrier's expense, but the Carrier shall not be liable for any loss, damage, delay, or depreciation arising from such forwarding. (D) In case of Port-to-Port Transportation, transshipment of cargo, or receipt of cargo from ports or inland points not including within the ship's itinerary or the Carrier's service, is to be at the sole risk and expense of the Merchant, and neither the Carrier not its Vessel shall be deemed to be the agent or principal of a prior or subsequent carrier notwithstanding the issuance by the Carrier of a bill of lading, receipt, or other shipping document at a time or place prior to that at which the Goods are received by the Carrier.

22. Fire. The Carrier shall not be responsible for any loss of or damage to the Goods arising from fire occurring at any time, even though before loading on or after discharge from the Vessel, unless caused by the actual fault or privity of the Carrier.

23. Specific and General Liens. (A) The Carrier shall have a general and continuing lien on the Goods as well as on any other property of the Merchant coming into the Carrier's actual or constructive possession or control for monies owed to the Carrier with regard to the shipment on which the lien is claimed, a prior shipment(s), or any other prior obligation, including, without limitation, freight, dead freight demurrage, detention, any Charges, and for any expenses the Carrier incurs for storage, security, repacking, remarking, fumigation, or required disposal of Goods, for fines, dues, tolls, or commissions the Carrier has paid or advanced on behalf of the Goods, for any sums, including, without limitation, for legal expenses the Carrier has incurred because of any attachment or other legal proceedings brought against the Goods by governmental authorities or any person claiming an interest in the Goods. The failure to pay any Charges may result in a lien on a future shipment(s), including the cost of storage and appropriate security for the subsequent shipment(s) that the Carrier may hold under this section. In any event, the Carrier's lien shall survive discharge or delivery of the Goods. (B) The Carrier shall provide written notice to the Merchant of the Carrier's intent to exercise its lien rights, which notice shall set forth the exact amount of monies due. The Merchant shall notify all parties that it knows to have an interest in the shipment(s) of the Carrier's lien rights and the exercise of such rights. (C) Unless, within 30 days of receiving notice of lien, the Merchant posts cash or letter of credit at sight, or if the amount due is in dispute, an acceptable bond equal to 110 per cent of the value of the total amount due, in favor of Carrier, guaranteeing payment of all monies due, plus all ongoing and accruing charges, such as storage, the Carrier shall have the right to enforce its lien by public or private sale of the Goods or any other property of the Merchant, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after which the Carrier shall refund to the Merchant any net proceeds remaining after such sale. (D) If Goods are unclaimed during a reasonable time, or whenever in the Carrier's opinion the Goods will become deteriorated, decayed or worthless, the Carrier (without responsibility to it) may at its discretion and subject to its lien, sell, abandon, or otherwise dispose of such Goods at the sole risk and expense of the Merchant

24. Freight and Charges. (A) Freight may be calculated on the basis of the particulars of the Goods furnished by the Merchant, who shall be deemed to have guaranteed to the 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 the Carrier for the purpose of ascertaining the actual particulars may at any time and at the risk and expense of the 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, the Merchant shall be liable for and bound to pay to the Carrier: (1) the balance of freight between the freight charged and that which would have been due had the correct details been given, plus (2) expenses incurred in determining the correct details, plus (3) as liquidated and ascertained damages, an additional sum equal to the correct freight. (B) Full freight to the port of discharge or place of delivery shall be considered as completely earned on receipt of the Goods by the Carrier, whether the freight be stated or intended to be prepaid or to be collected at destination. The Carrier shall be entitled to all freight and other charges due hereunder, whether actually paid or not and to receive and retain such freight and charges under any circumstances, whether the Vessel and/or the Goods be lost or not, or the voyage be broken up, frustrated, or abandoned at any stage of the entire transit. Full freight shall be paid on damaged or unsound Goods. (C) The Payment of freight and/or charges shall be made in full and in cash without any offset, counter claim, or deduction. Where freight is payable at the port of discharge or place of delivery, such freight and all other charges shall be paid in the currency named in this Bill of Lading, or, at Carrier's option, in other currency subject to the regulators of the freight conference concerned, if any, or custom at the place of payment. (D) Goods once received by the Carrier cannot be taken away or disposed of by the Merchant except upon the Carrier's consent and after payment of full freight and compensation for any loss sustained by the Carrier through such taking away or disposal. (E) If the Goods are not available when the Vessel is ready to load: (1) The Carrier is relieved of any obligation to load such Goods and the Vessel may leave the port without further notice. (2) Unless the unavailability arises in the course of combined transport and is caused by the failure of an Inland Carrier to perform its obligations under this Bill of Lading, dead freight shall be paid by the Merchant. (F) The Merchant shall be liable for and shall indemnify the Carrier against: (1) all dues, duties, taxes, consular fees, and other charges levied on the Goods, and (2) all fines, damages and losses sustained by the Carrier in connection with Goods, howsoever caused, including the Merchant's failure to comply with laws and regulations of any public authority in connection with the Goods, or failure to procure consular, Board of Health, or other certificates to accompany the Goods. The Merchant shall be liable for return freight and changes on any Goods refused exportation or importation by any public authority. (G) If the Carrier is of the opinion that the Goods are in need of sorting, inspecting, mending, repairing, or reconditioning, or otherwise require protecting or caring for, the Carrier at its discretion may, by itself or through Subcontractors, and as agent for the Merchant, carry out such work at the risk and expense of the Merchant. (H) The shipper, consignor, consignee, owner of the Goods and holder of this Bill of Lading shall be jointly and severally liable to the Carrier for the payment of all freight and charges and for the performance of the obligations of any of them under this Bill of Lading

25. Notice of Claim and Time for Suit against Carrier. (A) Unless notice of loss or damage and the general nature of such loss or damage be given in writing to the Carrier at the port of discharge or place of delivery before or at the time of delivery of the Goods or, if the loss or damage is not apparent, within 3 days after delivery, the Goods shall be deemed to have been delivered as described in this Bill of Lading. (B) The Carrier shall be discharged from all liability in respect of the Goods, including without limitation nondelivery, misdelivery, delay, loss, or damage, unless suit has been brought within one year after delivery of the Goods or the date when the Goods should have been delivered. Suit shall not be considered to have been "brought" within the time specified unless process shall have been served and jurisdiction obtained over the Carrier within such time.

26. Limitation of Liability. (A) Subject to subpart (B) below for the purpose of determining the extent of the Carrier's liability for loss of or damage to the Goods, the Merchant agrees that the value of the Goods is the Merchant's net invoice cost, plus freight and insurance premium, if paid. The Carrier shall not be liable for any loss of profit or any consequential loss. (B) Insofar as the loss of or damage to or in connection with the Goods was caused during the part of the custody or carriage to which the applicable version of the Hague Rules applies: (1) The Carrier shall not be liable for loss or damage in an amount exceeding the minimum allowable per package or unit in the applicable version of the Hague Rules, which when U.S. COGSA is applicable is an amount not exceeding U.S. $500 per package or customary freight unit, unless the value (and nature) of Goods higher than this amount has been declared in writing by the Merchant before receipt of the Goods by the Carrier and inserted on the face of this Bill of Lading and extra freight has been paid as required. If the actual value of the Goods per package or unit exceeds such declared value, the value shall nevertheless be deemed to be the declared value, and the Carrier's liability, if any, shall not exceed the declared value. Any partial loss or damage shall be adjusted pro rata on the basis of such declared value. If the declared value has been willfully misstated or is markedly higher than the actual value, the Carrier shall not be liable to pay any compensation. (2) Where the cargo has been packed into a container or unitized into a similar article of transport by or on behalf of the Merchant, it is expressly agreed that the number of such containers or similar articles of transport shown on the face of this Bill of Lading shall be considered as the number of the packages or units for the purpose of the application of the limitation of liability provided for in this Article.

27. General Average: New Jason Clause. (A) General average shall be adjusted, stated and settled at any port or place as the Carrier's option and according to the York-Antwerp Rules, 1974 and as to matters not provided for by these Rules, according to the laws and usages of the port or place of adjustment and in the currency selected by the Carrier. The general average statement shall be prepared by the adjusters appointed by the Carrier. Average agreement or bond and such cash deposit as the Carrier may deem sufficient to cover the estimated contribution of the Goods and any salvage and special charges thereon and any other additional securities as the Carrier may require shall be furnished by the Merchant to the Carrier before delivery of the Goods. (B) In the event of accident, danger, damage, or disaster before or after commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not for which or for the consequence of which the Carrier isn't responsible by statue, contract, or otherwise, the Goods and the Merchant shall jointly and severally contribute with the Carrier in general average to the payment of any sacrifices, loss, or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the Goods. If a salvage ship is owned or operated by the Carrier, salvage shall be paid for as fully and in the same manner as if such salvaging ship belonged to strangers.

28. Both to Blame Collision. If the Vessel comes into collision with another ship as a result of the negligence of the other ship and any act, neglect, or default of the Master, mariner, pilot, or servants of the owner of the Vessel in the navigation or in the management of the Vessel, the Merchant shall indemnify the Carrier against all loss or liability which might be incurred directly or indirectly to the other or non-carrying ship or her owners insofar as such loss or liability represents loss of or damage to his Goods or any claim whatsoever of the Merchant paid or payable by the other or non-carrying ship or her owners to the Merchant and set-off, recouped, or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying Vessel or its owner. The foregoing provisions shall also apply 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 in respect of a collision contact stranding or other accident.

29. Carriage of Metal Products, Lumber, Cotton. (A) The term "apparent good order and condition" when used in this Bill of Lading does not mean: (1) with reference to iron, steel, or metal products, that the Goods when received were free from visible rust or moisture. (2) with reference to lumber, timber, plywood, or other wood products, that the Goods when received were free from visible stains, discoloration, moisture, shakes, holes, chaffed, breakage or splitting. If the Merchant so requests a substitute bill of lading will be issued setting forth any notations as to the foregoing that may appear on the mate's or tally clerk's receipts or similar document. (B) Description of the condition of cotton cargo does not relate to the sufficiency or not or condition of the covering nor to any damage, resulting therefrom. Carrier shall not be responsible for any such damage.

30. Grain. Discharge of grain received by the Carrier in bulk may be in port, on barges, and or lighters, or elsewhere, using or not using elevators, and such discharge shall constitute a sufficient delivery by the Carrier. Thereafter said grain shall be at the risk and expense of the Merchant.

31. Intermodal Transportation (A) This Bill of Lading may be issued for Intermodal Transportation in any country. When so issued as between the Merchant and an Inland Carrier custody and carriage of the Goods by the Inland Carrier are subject to the relevant laws, regulations, tariffs and bill of lading are available from the Carrier or Inland Carrier upon request. (B) Claims by the Merchant against an Inland Carrier for loss or damage shall be given and suit commenced as provided in the Inland Carrier's applicable bill of lading

32. Carrier's Tariff. This Bill of Lading is subject to the Carrier's application tariff. Copies of the applicable tariff are obtainable from the Carrier upon request.

33. Severability of Terms. The terms of this Bill of Lading are severable and if any part or term is declared invalid or unenforceable, the validity or enforceability, of any other part or term shall not be affected.

34. Himalaya Clause. All exceptions, exemptions defenses immunities, limitations on liability, privileges and conditions granted or provided by this Bill of Lading or by applicable tariff or by statue or for the benefit of the Carrier shall also apply to and for the benefit of the officers and employees of the Carrier and the agents, officers and crew of the Vessel and to and for the benefit of all parties performing services in connection with the Goods as agents or contractors of the Carrier (including, without limitation, stevedores, terminal operators and agents) and the employees of each them

35. Sea Waybill. When this document is entitled Sea Waybill on the reverse side, this document is evidence of a contract of carriage and shall have effect subject to the CMI Uniform Rules for Sea Waybills, which are deemed to be incorporated herein; provided, however that if any provision of such Rules are inconsistent with those of this document, the latter shall prevail. Any reference in the above Sections to a Bill of Lading shall be construed as a reference to a Sea Waybill when this document is entitled Sea Waybill on the reverse side.

Flexport International (Shanghai) Co., Ltd.

Below are terms and conditions for shipping with Flexport International (Shanghai) Co., Ltd. a licensed non-vessel operating common carrier (NVOCC) MOT# SMTC-NV02423. Terms and conditions are the same as are currently printed on the Flexport International (Shanghai) Co., Ltd. Bills of Lading.

By accepting terms and conditions for any mode (domestic air, international air, international ocean, domestic trucking and international trucking) you are accepting the terms and conditions for all modes:

1. Definitions. “Carriage” means the operations and services undertaken or performed by or on behalf of the Carrier in respect of the Goods covered by this Bill of Lading. “Carrier” means FLEXPORT INTERNATIONAL (SHANGHAI) CO. LTD. and its servants and agents. “Person” means any natural person, corporation, any other legal entity, or any unincorporated association. “Merchant” includes the consignor, shipper, exporter, seller, consignee, owner of the Goods, or the lawful holder or endorsee of this Bill of Lading, and any Person lawfully acting on behalf of any of the aforementioned Persons. “Goods” means the cargo that the Merchant has tendered for Carriage, whether carried on or under deck, and includes any Container not supplied by or on behalf of the Carrier. “Vessel” includes the vessel named on the front page of this Bill of Lading or any substitute for that vessel, and any feeder vessel, lighter, or barge used by or on behalf of the Carrier in connection with any part of the Carriage. “Sub-Contractor” includes, without limitation, owners and operators of vessels (other than the Carrier), stevedores, terminals, warehouses, container freight stations, road and rail transport operators, and any Person employed by the Carrier in the performance of the Carriage. The term “Sub-Contractor” shall include direct and indirect sub-contractors and their respective servants, agents, or subcontractors. “Package” means each Container that is stuffed and sealed by or on behalf of the Merchant, and not the items packed in such Container if the number of such items is not indicated on the front page of this Bill of Lading, and not where the number of such items is indicated by the terms such as “Said to Contain” or similar expressions. “Container” includes, without limitation, any shipping container, open top, trailer, transportable tank, flat rack, platform, pallet, and any other equipment or device used for or in connection with the Carriage. “COGSA” means the Carriage of Goods by Sea Act of the United States of America, Apr. 16, 1936, ch. 229, 49 Stat. 1207, reprinted in note following 46 U.S.C. 30701. “Hague Rules” means the International Convention for the Unification of Certain Rules of Law Relating to Bills of Lading, signed at Brussels, August 25, 1924. “Hague-Visby Rules” means the amendments by the Protocol Amending the International Convention for the Unification of Certain Rules of Law Relating to Bills of Lading, adopted at Brussels, February 23, 1968. “SDR Protocol” means the amendments by the Protocol Amending the International Convention for the Unification of Certain Rules of Law Relating to Bills of Lading, adopted at Brussels, December 21, 1979. “Charges” includes, without limitation, freight, all expenses, costs, detention, demurrage, general average, and any other money obligations incurred in the Carriage of the Goods or payable by the Merchant, and all collection costs for freight and other amounts due from the Merchant, including, without limitation, attorneys’ fees and court costs. “Dangerous Goods” includes any Goods classified or described as dangerous in the International Maritime Organization’s International Maritime Dangerous Goods Code or in the Carrier’s applicable tariff, and any Goods that could present or could be likely to present any hazard to the transporting conveyance or to other cargo or property or to any Person.'

2. Carrier's Tariff. The terms of the Carrier’s applicable tariff are incorporated into this Bill of Lading as though fully set forth. The Carrier or its agents shall provide copies of said tariff upon request, or where applicable, from a government body with which the tariff is on file. In case of any inconsistency between this Bill of Lading and the applicable tariff, this Bill of Lading shall prevail.

3. Agreement to Terms and Conditions. The Merchant or its agent, in tendering the Goods to the Carrier for Carriage, accepts this Bill of Lading and agrees to be bound by all of its terms and conditions, both on the front and reverse pages, whether written, typed, stamped, or printed, as fully as if signed by the Merchant, any local custom or privilege to the contrary notwithstanding, and the Merchant agrees that all agreements or freight engagements for and in connection with the Carriage of Goods are superseded by this Bill of Lading. The defenses and limits of liability of this Bill of Lading shall apply in any action against the Carrier under any legal theory whatsoever, whether in contract, tort, bailment, indemnity, contribution, or otherwise.

4. Sub-Contracting And Indemnity. (A) The Carrier has the right at any time and on any terms whatsoever to sub-contract the whole or any part of the Carriage and any or all duties the Carrier has undertaken in respect of the Goods, or to substitute any other vessel or means of transport for the Vessel. (B) The Merchant undertakes that no allegation, claim, or legal action shall be made or brought against any Person other than the Carrier or any Vessel that performs or undertakes the Carriage, including, without limitation, any Sub-Contractor, which imposes or attempts to impose upon any such Person, or vessel owned or operated by such Person, any liability whatsoever, whether arising in contract, tort, bailment, or otherwise, in connection with the Goods or the Carriage. Should the Merchant nevertheless make any such claim or allegation, or bring a legal action, the Merchant undertakes and agrees to defend, indemnify, and hold the Carrier harmless from and against all consequences thereof. Without prejudice to the foregoing, every such Person and vessel, including, without limitation, any Sub-Contractor, shall have the benefit of every exemption, defense, and limitation herein benefiting the Carrier, in contract, tort, bailment, indemnity, contribution, or otherwise, as if such provisions were expressly for every such Person’s and vessel’s benefit, and in entering into this contract of Carriage, the Carrier, to the extent of such exemptions, defenses, and limitations, does so not only on its own behalf, but also as agent or trustee for such Persons and vessels, and such Persons and vessels shall, to that extent, be or be deemed to be parties to this Bill of Lading contract.

5. Notice Of Claim And Time-Bar. (A) Unless written notice of loss or damage and the general nature of such loss or damage is given in writing to the Carrier at the Port of Discharge or Place of Delivery, whichever is applicable to the Carriage, before or at the time of the removal of the Goods into the custody of the Person entitled to delivery thereof under this Bill of Lading, such removal shall be prima facie evidence of the delivery by the Carrier of the Goods as described in this Bill of Lading. If the loss or damage is not apparent, the notice must be given within three days of the delivery. (B) In any event the Carrier and Sub-Contractors shall be discharged from all liability in respect of loss or damage unless suit is brought in the exclusive forum under clause 27 within nine months after the delivery of the Goods or the date on when the Goods should have been delivered; provided, however, if such time period shall be found to be contrary to any compulsorily applicable law that applies to the segment of the Carriage during which the loss or damage occurred, then the prescribed period under such law shall then apply, but only in that circumstance.

6. Clause Paramount. (A) This Bill of Lading shall have effect subject to COGSA, unless it is adjudged that any other legislation of a nature similar to the Hague Rules, or the Hague-Visby Rules, or the SDR Protocol compulsorily applies to this Bill of Lading. Where the Hague Rules, Hague-Visby Rules, or the SDR Protocol (collectively, “Hague Rules Legislation”) compulsorily applies, this Bill of Lading shall have effect subject to such Hague Rules Legislation. Notwithstanding anything else to the contrary in this Bill of Lading, on all Carriage to or from the United States of America, including its districts, territories, and possessions (collectively, the “U.S.”), this Bill of Lading shall have effect subject to COGSA—the Carrier and Merchant expressly agree, under the section 13 of COGSA, that it shall apply to Carriage between ports of the U.S., in lieu of the Harter Act, 46 U.S.C. sections 30701-30707. (B) COGSA or the Hague Rules Legislation, whichever is applicable under clause 6(A), shall also apply contractually and govern the Carriage before the Goods are loaded aboard the Vessel and after they are discharged therefrom, and throughout the entire time that the Goods are in the custody of the Carrier or its Sub-Contractors. (C) COGSA or the Hague Rules Legislation, whichever is applicable under clause 6(A), is hereby incorporated into this Bill of Lading. (D) Agency: Whenever the Carrier undertakes to accomplish any act, operation or service not initially agreed or mentioned on this Bill of Lading, the Carrier shall act as the Merchant’s agent and shall be under no liability whatsoever for any loss or damage to the Goods or any direct, indirect, or consequential loss arising out or resulting from such act, operation, or service.

7. Carrier's Responsibilities. (A) The responsibilities of the Carrier for the Goods cover the entire period during which the Carrier is in charge of the Goods, starting from the time the Carrier has taken over the Goods at the Place of Receipt or Port of Loading, as applicable, until the time of delivery thereof at the Port of Discharge or Place of Delivery, as applicable, to the Merchant or to any authority to which the Carrier is required to make delivery by local law or regulation, whichever occurs earlier. (B) Subject to clause 7(C), if it can be proven that loss or damage to the Goods has occurred during a particular segment of the Carriage, the liability of the Carrier, if any, and its right to limit its liability under this Bill of Lading shall be subject to any national law or international conventions that are compulsorily applicable to that segment of the Carriage. (C) Where the liability scheme for interstate motor transportation set forth in United States of America laws collectively known as the “Carmack Amendment” (“Carmack”), would otherwise apply to the Carriage of the Goods or any segment of such Carriage, the Merchant expressly agrees to a waiver of the Carmack liability scheme. For such motor transportation, the Merchant expressly agrees that this Bill of Lading, and particularly, this paragraph, satisfies the express written waiver required under 49 U.S.C. section 14101(b), of all of the Merchant’s rights and remedies under Carmack, excluding the provisions governing registration, insurance, or safety fitness. (D) For any segment of the Carriage that may be non-exempt rail transportation under 49 U.S.C. Title 49, and therefore subject to that part of Carmack that governs rail transportation, the Merchant expressly agrees that this Bill of Lading is a contract for specified services under specified rates and conditions under 49 U.S.C. section 10709. For any segment of the Carriage that may be exempt rail transportation as part of a continuous intermodal movement, the Merchant expressly agrees that this Bill of Lading is a contract of exempt rail transportation under 49 U.S.C. section 10502. For such transportation, the Merchant understands and agrees that the Carrier has offered to the Merchant contractual terms for liability and claims that are consistent with the provisions of 49 U.S.C. section 11706 and that the Merchant has instead elected to ship the Goods under the alternative terms for liability and claims of this Bill of Lading, in exchange for the Carrier’s regular/lower rates for Goods with a limited value. (E) Notwithstanding clauses 7(C) and (D), if a court were to hold that that Carmack nevertheless applies to any segment of the Carriage, then the following notice and time-for-suit periods shall apply: (i) Any cargo claims subject to Carmack must be filed within nine months after the delivery of the Goods, or in the case of export traffic, within nine months after delivery at the port of export, except that claims for failure to make delivery must be filed within nine months after a reasonable time for delivery has elapsed. The failure to file a claim within the aforementioned nine-month period shall result in the claim’s being time-barred and the Carrier’s discharge from any liability. The Carrier shall not pay any time-barred claims. A timely notice of claim is a condition precedent to the right to institute a timely lawsuit against the Carrier, as set forth below in sub-paragraph (ii). (ii) Any lawsuits for cargo claims subject to Carmack shall be filed against the Carrier no later than two years and one day from the day on which the Carrier has given written notice to the claimant that the Carrier has disallowed the claim or any part or parts of the claim specified in the timely notice of claim. Assuming a timely notice of claim, the failure to file a timely lawsuit within the aforementioned two-year-and-one-day period shall result in the claim’s being time-barred and the Carrier’s discharge from any liability. The Carrier shall not pay any time-barred claims.

8. Limitation of Liability, Opportunity to Avoid Limitation of Liability. The Carrier has established and offered alternative rates of freight for the Carriage and the Merchant acknowledges that it has made an election between those alternative rates, between (1) the Carrier’s regular/lower rates for Goods with limited value, and (2) ad valorem rates for goods not so limited, which rates are dependent on the value declared by the Merchant. Unless the Merchant declares the nature and value of the Goods prior to the Carriage, sets forth the same on the front page of this Bill of Lading, and pays the corresponding ad valorem rate, the Merchant knowingly and willingly elects to ship under the Carrier’s regular/lower rates, the consequence of which shall be that the Carrier’s liability to the Merchant shall be limited as follows: (A) Limitation for Carriage to or from the U.S.: The consequence of the Merchant’s knowing and willing election to ship under the Carrier’s lower/regular rates is that neither the Carrier nor any Sub-Contractors, or any vessel that transports the Goods shall in any event be or become liable for any loss or damage to or in connection with the Carriage in an amount exceeding U.S.$500 per package lawful money of the U.S., or in case of Goods not shipped in packages, per customary freight unit, or the equivalent of that sum in other currency. (B) Limitation for Carriage Under Hague Rules Legislation: The consequence of the Merchant’s knowing and willing election to ship under the Carrier’s lower/regular rates is that neither the Carrier nor any Sub-Contractors, or any vessel that transports the Goods shall in any event be or become liable for any loss or damage to or in connection with the Carriage in an amount exceeding the applicable package or unit limitation. Under the Hague Rules, such limitation value is 100 pounds sterling current value, and under the Hague-Visby Rules and SDR Protocol, the limitation is 666.67 Special Drawing Rights (“SDRs”) per package or 2 SDRs per kilogram, whichever amount is greater. (C) Limitation for Other Trades or Where Carmack Applies Notwithstanding Clauses 7(C) or 7(D): In trades where neither COGSA nor the Hague Rules Legislation applies compulsorily, or where COGSA does not apply under the terms of this Bill of Lading, or if a court were to hold that Carmack applies notwithstanding the waiver in clause 7(C) or the language of clause 7(D), the consequence of the Merchant’s knowing and willing election to ship under the Carrier’s lower/regular rates is that neither the Carrier nor any Sub-Contractors, or any vessel that transports the Goods shall in any event be or become liable for any loss or damage to or in connection with the Carriage in an amount exceeding U.S.$1 per kilogram of the gross weight of the Goods that have sustained loss or damage.

9. Methods and Routes of Carriage. The Carrier may at any time and without notice to the Merchant: (A) Use any means of transport or storage whatsoever; (B) Transfer the Goods from one conveyance to another, including transshipment to a vessel other than the Vessel set forth on the front page of this Bill of Lading, or any other means of transport whatsoever; or (C) Sail with or without pilots, proceed at any speed and by any route in the Carrier's sole discretion—irrespective of whether such route is the nearest, most direct, customary, or advertised route, proceed to, return to, and stay at any port or place whatsoever in any order, in or out of the route, or in a contrary direction to or beyond the Port of Discharge, once or more in order to, without limitation, bunker or load or discharge cargo, undergo repairs, adjust equipment, drydock, make trial trips, tow, or be towed. The Merchant agrees that anything done or not done in accordance with the above sub-paragraphs or any delay arising therefrom shall be within the scope of the Carriage and not a deviation.

10. Force Majeure. Without prejudice to any of the Carrier’s rights or privileges under this Bill of Lading or under applicable law, the Carrier shall not be responsible for any loss, damage, or delay that arises out of or is in any way related to, directly or indirectly, any event beyond the reasonable control of the Carrier, including, without limitation, war, hostilities, warlike operations, terrorism, embargoes, blockades, port congestion, strikes or labor disturbances, regulations of any governmental authority pertaining thereto or any other official interferences with commerce that arise out of or are in any way related to the above conditions and affecting the Carrier’s operations or the Carriage in any way, in which case the Carrier shall have the right to cancel any outstanding booking or the Carriage. The Carrier, at its sole discretion, without prior notice to the Merchant and irrespective of whether the Carriage has begun, may treat the performance of the Carriage as terminated and place the Goods at the Merchant’s disposal at any place or port that the Carrier, at its sole discretion, deems to be safe and convenient, whereupon the Carrier’s responsibility for such Goods shall cease. The Carrier shall nevertheless be entitled to full freight and Charges on such Goods, and the Merchant shall pay any additional costs of transportation, delivery, or storage at such place or port.

11. Notification and Delivery. (A) Any mention in this Bill of Lading of parties to be notified of the arrival of the Goods is solely for the information of the Carrier, and failure to give such notification shall not give rise to any liability on the part of the Carrier or relieve the Merchant of any obligation thereunder. (B) The Merchant shall take delivery of the Goods within the time set forth in the Carrier’s applicable tariff or as the Carrier requires. If the Merchant fails to do so, or whenever in the Carrier’s sole discretion the Goods are likely to deteriorate, decay, become worthless, lose value, or incur charges in excess of their value, whether for storage or otherwise, the Carrier may, in its sole discretion, without prejudice to any rights the Carrier may have against the Merchant, and without notice and without any responsibility whatsoever attaching to the Carrier, un-stuff, sell, destroy, or dispose of the Goods at the Merchant’s sole risk and expense. Any of the foregoing shall constitute delivery to the Merchant under this Bill of Lading, whereupon the Carrier’s responsibility for the Goods shall cease. (C) The Merchant’s refusal to take delivery of the Goods notwithstanding its having received notice of their availability shall constitute an irrevocable waiver of any claims arising out of or relating to the Goods or the Carriage. The Merchant shall be liable to the Carrier for any losses, damages, expenses, and liabilities it incurs arising out of such a refusal, including, without limitation, the return of the Goods to their place of origin. (D) The Merchant understands and agrees to the provisions on free storage time and demurrage in the Carrier's applicable tariff, which is incorporated herein by reference.

12. Freight and Charges. (A) All freight shall be deemed fully, finally, and unconditionally earned on the Carrier’s receipt of the Goods and shall be paid and non-returnable in any event. (B) All freight and Charges shall be paid without any set-off, counter-claim, deduction, or stay of execution before delivery of the Goods. (C) Payment of freight and Charges to any Person other than the Carrier or its authorized agent shall not be considered payment to the Carrier and shall be made at the Merchant’s sole risk. (D) The Merchant shall, where applicable, be jointly and severally liable to the Carrier for payment of all freight, demurrage, detention, general average, and Charges including, without limitation, court costs, interest, expenses, and attorneys’ fees the Carrier incurs in collecting any sums due, failing which shall be considered a default by the Merchant in the payment of freight and Charges.

13. Specific and General Liens. (A) The Carrier shall have a general and continuing lien on the Goods as well as on any other property of the Merchant coming into the Carrier’s actual or constructive possession or control for monies owed to the Carrier with regard to the shipment on which the lien is claimed, a prior shipment(s), or any other prior obligation, including, without limitation, freight, dead freight demurrage, detention, any Charges, and for any expenses the Carrier incurs for storage, security, repacking, remarking, fumigation, or required disposal of Goods, for fines, dues, tolls, or commissions the Carrier has paid or advanced on behalf of the Goods, for any sums, including, without limitation, for legal expenses the Carrier has incurred because of any attachment or other legal proceedings brought against the Goods by governmental authorities or any person claiming an interest in the Goods. The failure to pay any Charges may result in a lien on a future shipment(s), including the cost of storage and appropriate security for the subsequent shipment(s) that the Carrier may hold under this section. In any event, the Carrier’s lien shall survive discharge or delivery of the Goods. (B) The Carrier shall provide written notice to the Merchant of the Carrier’s intent to exercise its lien rights, which notice shall set forth the exact amount of monies due. The Merchant shall notify all parties that it knows to have an interest in the shipment(s) of the Carrier’s lien rights and the exercise of such rights. (C) Unless, within 30 days of receiving notice of lien, the Merchant posts cash or letter of credit at sight, or if the amount due is in dispute, an acceptable bond equal to 110 per cent of the value of the total amount due, in favor of Carrier, guaranteeing payment of all monies due, plus all ongoing and accruing charges, such as storage, the Carrier shall have the right to enforce its lien by public or private sale of the Goods or any other property of the Merchant, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after which the Carrier shall refund to the Merchant any net proceeds remaining after such sale.

14. Description of Goods and Notification. (A) The Merchant’s description of the Goods stuffed in a sealed Container by the Merchant or on its behalf shall not be binding on the Carrier, and the description declared by the Merchant on the front page of this Bill of Lading is solely for the Merchant’s own use. The Merchant understands that the Carrier has not verified the contents, weight, or measurement of a sealed Container or Package, or the value, quantity, quality, description, condition, marks, or numbers of the contents thereof. The Carrier is under no responsibility whatsoever in respect of such description of particulars. (B) The Carrier shall not in any circumstances whatsoever be under any liability for insufficient packing or inaccuracies, obliteration or absence of marks, numbers, addresses or description, nor for misdelivery due to marks or countermarks or numbers, or for failure to notify the consignee of the arrival of the Goods, notwithstanding any custom of the Port of Discharge or Place of Delivery, as applicable, to the contrary.

15. Dangerous Goods. (A) At the time of shipment of Dangerous Goods, the Merchant shall, in compliance with the regulations governing the transportation of such goods, have the same properly packed, distinctly marked, and labeled, and notify the Carrier in writing of their proper description, nature, and the necessary precautions. (B) Goods that are Dangerous Goods or are otherwise of an inflammable, explosive or dangerous nature to the shipment whereof the Carrier, master or agent of the Carrier, has not consented with knowledge of their nature and character, may at any time before discharge be landed at any place and destroyed or rendered innocuous by the Carrier without compensation, and the Merchant of such goods shall be liable for all damages and expenses directly or indirectly arising out of such shipment. (C) The Merchant shall indemnify and hold the Carrier harmless from and against any loss, damage, liability, and expense, including, without limitation, attorneys’ fees that the Carrier has incurred, arising out of or in any way connected with or caused by, in whole or in part, omission of full disclosure required by this clause or by applicable treaties, conventions, laws, codes, or regulations.

16. Perishable Cargo. (A) Goods of a perishable nature shall be carried in ordinary Containers without special protection, services, or other measures unless there is noted on the front page of this Bill of Lading that the Goods will be carried in a refrigerated, heated, electrically ventilated, or otherwise specially-equipped Container, or that the Goods are to receive special attention in any way. (B) The term “apparent good order and condition” when used in this Bill of Lading with reference to Goods that require refrigeration does not mean that the Goods upon the Carrier’s receipt of the same, were verified by the Carrier as being at the designated carrying temperature. (C) The Carrier shall in no event be held liable for damage to Goods due to condensation.

17. Deck Cargo, Animals and Plants. Goods, other than Goods stuffed in Containers, that are stated on the front page of this Bill of Lading as contracted to stowed “on deck” and are so carried, and all live animals, including, without limitation, fish and birds, or plants shipped hereunder, shall be carried solely at the risk of the Merchant, and the Carrier shall not be liable for any loss or damage of whatsoever nature arising during the Carriage, whether or not arising out of negligence on the part of the Carrier. The Merchant shall indemnify and hold the Carrier harmless from and against any extra costs the Carrier has incurred for any reason whatsoever in connection with the Carriage of such live animals or plants.

18. Inspection of Goods. The Carrier or any Sub-Contractor shall be entitled, but shall be under no obligation, to open any Container or Package at any time and to inspect the Goods.

19. Merchant-Stuffed Containers. (A) If a Container has not been stuffed by or on behalf of the Carrier, the Carrier shall not be liable for the loss of or damage to the Goods, and the Merchant shall indemnify and hold the Carrier harmless from and against any loss, damage, liability, and expense, including, without limitation, attorneys’ fees that the Carrier has incurred if such loss, damage, liability, or expense arises out of or is in any way connected with or is caused by, in whole or in part: (1) The manner in which the Container was stuffed, filled, packed, or loaded, including, without limitation, due to the inclusion of wood packing materials; or (2) The unsuitability of the Goods for Carriage in the Container; or (3) The unsuitability or defective condition of the Container, provided that, if the Container had been supplied by or on behalf of the Carrier, that unsuitability or defective condition could have been apparent upon inspection by the Merchant at or prior to the time when the Container was stuffed, filled, packed, or loaded. (B) The Merchant shall inspect Containers before stuffing them and the use of a Container shall be prima facie evidence of its being suitable and without defect.

20. Carriage Affected by the Condition of the Goods. If it appears at any time that the Goods cannot safely or properly by carried or carried further, either at all or without incurring any additional expense or taking any measure(s) in relation to the Goods or the Container, the Carrier may without notice to the Merchant, but as its agent only, take any measure(s) or incur any additional expense to carry or to continue the Carriage, or sell or dispose of the Goods, or abandon the Carriage or store Goods ashore or afloat, under cover or in the open, at any place that the Carrier, in its sole discretion, considers most appropriate, which abandonment, storage, sale, or disposal shall be deemed to constitute delivery under this Bill of Lading. The Merchant shall indemnify the Carrier against any additional expenses it has so incurred.

21. Merchant's Responsibilities. (A) The parties within the definition of “Merchant” shall, where applicable, be jointly and severally liable to the Carrier for the fulfillment of all obligations undertaken by any of them under this Bill of Lading. (B) The Merchant warrants to the Carrier that the particulars relating to the Goods as set forth on the front page of this Bill of Lading have been checked by the Merchant on its receipt of this Bill of Lading. The Merchant further warrants that any particulars relating to the Goods furnished by or on behalf of the Merchant are adequate and correct for all purposes including, without limitation, for purposes of security filings or disclosures and all other government-required filings or disclosures. The Merchant also warrants that the Goods are lawful goods and are not contraband. (C) The Merchant shall indemnify and hold the Carrier harmless from and against any loss, damage, liability, and expense, including, without limitation, attorneys’ fees that the Carrier has incurred, arising out of or in any way connected with or caused by, in whole or in part, any breach of the warranties in sub-paragraph (B) of this clause or from any other cause in connection with the Goods for which the Carrier is not responsible. (D) The Merchant shall provide Carrier with certified weights obtained on calibrated and certified weighing equipment of all Goods and the container that are tendered to steamship lines and represents that Carrier is entitled to rely on the accuracy of such weights and to counter-sign or endorse it as agent of Merchant in order to provide the certified weight certificates or verifications of gross mass to the steamship line or terminal operator. The Merchant agrees that it shall indemnify and hold the Carrier harmless from any and all claims, losses, penalties or other costs resulting from any incorrect or questionable statements of the weight or verified gross mass provided by the Merchant or its agent or contractor on which the Carrier relies.

22. Delay, Consequential Loss, etc. (A) The Carrier does not undertake that the Goods will be transported from the Place of Receipt or Port of Loading, as applicable, or will arrive at the Port of Discharge or Place of Delivery, as applicable, or will be transshipped on board any particular vessel or other conveyance at any particular date or time or to meet any particular market or in time for any particular use. The scheduled or advertised departure and arrival times are only expected times and may be advanced or delayed and the Carrier shall in no circumstances whatsoever be liable for direct, indirect, or consequential loss or damage caused by delay. (B) Save as otherwise provided herein, the Carrier shall in no circumstances be liable for direct or indirect consequential loss or damage arising from any other cause.

23. General Average and Salvage. Any general average on a vessel operated by the Carrier shall be adjusted, stated, and settled according to the York-Antwerp Rules 1994, in a place and in a currency at the option of the Carrier. Any general average on a vessel not operated by the Carrier, whether a seagoing or inland waterways vessel, shall be adjusted, stated, and settled according to the requirements of the operator of that vessel. In either case, the Merchant shall give such cash deposit or other security as the Carrier may deem sufficient to cover the estimated general average contribution of the Goods before delivery if the Carrier requires, whether or not the Merchant had notice of the Carrier’s lien at the time of delivery. The Carrier shall be under no obligation to take any steps whatsoever to collect security for general average contributions due to the Merchant.

24. New Jason Clause. In the event of accident, danger, damage, or disaster before or after the commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which or for the consequences of which, the Carrier is not responsible by statute contract or otherwise, the Goods and the Merchant, jointly and severally, shall contribute with the Carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the Goods. If a salving vessel is owned or operated by the Carrier, salvage shall be paid for as fully as if the salving vessel or vessels belonged to strangers. Such deposit as the Carrier or its agents may deem sufficient to cover the estimated contribution of the Goods and any salvage and special charges thereon shall, if required, be made by the Goods and the Merchant, jointly and severally, to the Carrier before delivery.

25. Both-to-Blame Collision. If the Vessel comes into collision with another vessel as a result of the negligence of the other vessel and any act, neglect, or default of the Master, mariner, pilot, or the servants of the Carrier in the navigation or in the management of the Vessel, the Merchant shall indemnify the 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 the Merchant, paid or payable by the other or non-carrying vessel or her owners to the 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 vessel or Carrier. The foregoing provisions shall also apply where the owners, operators, or those in charge of any vessel or vessels or objects other than, or in addition to, the colliding vessels or objects, are at fault in respect of a collision or contact.

26. Variation of the Contract; Partial Invalidity. No employee, servant, agent, or Sub-Contractor of the Carrier has the power to waive or vary any of the contract terms and conditions of this Bill of Lading unless the Carrier, in writing, has specifically authorized such a waiver or variation. If any provision of this Bill of Lading shall for any reason be held to be invalid or unenforceable by any court or regulatory body, then the remainder of this Bill of Lading shall be unaffected thereby, and remain in full force and effect.

27. Mandatory Law, Venue and Jurisdiction. (A) MANDATORY CHOICE OF LAW. The Merchant agrees that all claims or disputes arising out of or in any way connected to this Bill of Lading or the Carriage shall be determined under the federal law of the United States of America, without regard to its conflict of laws rules, or in the absence of such federal law, then under the laws of the State of California, without regard to its conflict of laws rules. (B) MANDATORY VENUE. The exclusive and mandatory venue for any of the aforementioned claims or disputes shall be the United States District Court for the Central District of California in Los Angeles, California, to the exclusion of all other courts. If after a filing in the aforementioned federal court it were to rule that it lacks subject matter jurisdiction, then the exclusive and mandatory venue for any of the aforementioned claims or disputes would become State District or Circuit Court in Los Angeles, California, to the exclusion of all other courts. (C) MANDATORY CONSENT AND WAIVER. The parties agree to irrevocably submit to the personal jurisdiction of such courts, and thereby waive any jurisdictional, venue, or inconvenient forum objections to such courts.

28. Sea Waybill. When this document is entitled Sea Waybill on the reverse side, this document is evidence of a contract of carriage and shall have effect subject to the CMI Uniform Rules for Sea Waybills, which are deemed to be incorporated herein; provided, however that if any provision of such Rules are inconsistent with those of this document, the latter shall prevail. Any reference in the above Sections to a Bill of Lading shall be construed as a reference to a Sea Waybill when this document is entitled Sea Waybill on the reverse side.

International Air Waybill Terms & Conditions

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:

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

2.2.2.2 claims restrictions, including time periods within which shippers or consignees must perishable goods; 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.

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.

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.

U.S. Domestic Truck Broker Terms and Conditions

Flexport International, LLC Property Broker Terms and Conditions of Service

Flexport International, LLC (hereinafter “Company”) is a licensed property broker as defined by 49 U.S.C. § 13102 (12) operating under FMCSA MC No. 906604-B Company only undertakes to arrange for the transportation of shipments on behalf of its customers (the “Customer”) from various origins and destinations throughout the United States. The transportation is furnished by carriers selected by Company. The Terms and Conditions of Service set forth herein are applicable to the transportation of any shipment for which Company is retained to arrange transportation and related services on Customer’s behalf

Company reserves the right from time to time to modify, amend or supplement its Terms and Conditions of Service without notice. Copies of Company’s most recent Terms and Conditions of Service may be obtained by contacting Company and are available on Company’s web site.

1. Company as Independent Contractor. The Company is authorized to act on behalf of the Customer in order to effectuate the selection of Third Parties as set forth in paragraph 3. Said Third Parties may limit their liability and may operate under terms and conditions further defining the rights, obligations, and defenses of those Third Parties. The Company is also authorized to agree to those terms on behalf of the Customer. As to all other services, the Company acts as an Independent Contractor.

2. Limitation of Actions. All claims against the Company for a potential or actual loss must be made in writing and received by the Company, within 30 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. All suits against Company must be filed and properly served on Company within two (2) years from the date of the loss or damage.

3. No Liability for the Selection or Services of Third Parties and/or Route. It is expressly understood that, in the performance of its duties, Company shall retain, select and/or subcontract the transportation and related services required by Customer to motor carriers that are duly authorized to transport such shipments pursuant to all applicable regulatory authority. It is understood and agreed that the selected motor carriers are independent contractors with the exclusive control over their respective drivers and employees, and are not agents, employees or authorized representatives of Company, its agents or affiliated entities. 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, 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 Company 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.

4. Declaring Higher Value to Third Parties. Third Parties to whom the goods are entrusted may limit liability for loss or damage. Company will request excess valuation coverage only upon specific written instructions from the Customer, for which Customer must agree to pay. Customer expressly acknowledges that there is a distinction between excess valuation coverage, which increases the legal liability amount of the subject service provider beyond a released value rate, and a request for insurance (insurance is covered in paragraph 5 below). In the absence of written instructions from the Customer, and/or in instances in which the Third Party does not agree to a higher declared value, at the 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.

5. Insurance. Unless specifically requested not to do so in writing and confirmed to Customer in writing, Company will procure insurance on Customer’s behalf; in all cases, Customer shall pay all premiums and costs in connection with procuring insurance. Unless otherwise agreed in writing, the third-party motor carriers selected by Company to perform the transportation and related services shall maintain insurance covering loss or damage to cargo in the amount of $100,000. In no event, however, shall Company be responsible for any motor carrier’s failure to maintain such insurance or for the accuracy of any documentation furnished by such motor carrier to Company or Customer evidencing said insurance coverage.

6. Disclaimers; Limitation of Liability. Except as specifically set forth herein, Company makes no express or implied warranties in connection with its services and any and all warranties, whether statutory, express or implied are hereby deemed waived and specifically disclaimed; subject to the terms below, Customer agrees that in connection with any and all services performed by the Company, the Company shall only be liable for its negligent acts, which are the direct and proximate cause of any injury to Customer, including loss or damage to Customer’s goods, and the Company shall in no event be liable for the acts of Third Parties. In any event, Company’s liability for any loss or damage shall be limited to $50.00 per shipment or transaction. 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, including any and all loss or damages arising from delay of services. The Company shall have no liability if it is prevented from or delayed in performing its obligations or from carrying on its business by acts, events, omissions or accidents beyond its control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network including reduction in bandwidth, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors or any other force majeure event. In any event, however, the Company’s liability (if any) is limited in accordance with this paragraph 6. The Customer agrees that the Company shall in no event be liable for any loss, damage or expense incurred by the Customer, whether or not arising out of delay or physical damage to the goods, or other damage to goods or property belonging to Third Parties, or any other damages including but not limited to documentary error(s), mis-delivery, loss of property, tender to unauthorized parties, or any other act or omission or other cause resulting from the negligence or other fault of the Company for any amount in excess the limitations of liability set forth in this paragraph 6.

7. Opting out of the Carmack Amendment (49 U.S.C. § 14706). Where the Carmack Amendment might otherwise be applicable, Customer; or any other intended beneficiary of the services provided by the Company,hereby specifically and expressly agree to opt out of the application of the Carmack Amendment. Customs specifically and expressly agree to waive any and all rights and remedies under the Carmack Amendment which would otherwise be subject to the Carmack Amendment. Specifically the Customer hereby agree that the provisions of the Carmack Amendment which pertain to notice of claim requirements, time for suit provisions, and limitations of liability provisions are without application. All services relating to the transportation of goods, or other services provided hereunder will be subject to the liability limiting provisions of Paragraph 6 herein, as well as the other terms and conditions contained herein.

8. Packing and Marking. All shipments tendered by Customer must be prepared and packaged to ensure safe ground transportation. By tendering a shipment to the motor carrier, Customer certifies that the shipment is sufficiently packaged to withstand the normal rigors of truck transportation. Each package must be legibly marked, prior to the shipment being tendered for transportation. Any article susceptible to damage by ordinary handling must be adequately protected and packaged and marked in such a way as to alert Company or the carriers of the possibility of damage from ordinary handling and must bear appropriate labels. Customer shall notify company of any danger inherent in the shipment, including, but not limited to, whether the shipment is flammable, explosive, corrosive or hazardous in any manner. Customer agrees to indemnify and hold Company harmless for any loss, injury, death or damage, including all expenses and attorney’s fees, occurring as a result of such condition of the shipment, regardless of whether Customer had notified Company prior to the shipment.

9. Charges and Costs of Collection. The Customer agrees to pay Company for all services rendered by Third Parties at the rates communicated by Company from time to time, including, but not limited to, accessorial charges for services performed by Third Parties per Company's Standard Trucking Accessorial Rate Sheet, available upon request. 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.

10. Overcharge, Duplicate Payment and Over-Collection Claims. ny overcharge, duplicate payment or over-collection claim made by Customer must be filed, in writing, with Company within one hundred eighty (180) days from the date of Company’s invoice.

11. 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.

12. 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.

13. 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 California, without giving consideration to principles of conflict of law. Customer and Company irrevocably consent to the jurisdiction of the United States District Court and the State courts of California agree that any action relating to the services performed by Company, shall only be brought in said courts; consent to the exercise of in personam jurisdiction by said courts over it, and further agree that any action to enforce a judgment may be instituted in any jurisdiction.

Warehouse Receipt Terms and Conditions

1. Definitions. “Warehouse” means Flexport International LLC and its subsidiaries, related companies, agents, or representatives (collectively, “Warehouse”). “Depositor” means the shipper, consignee, owner of the Goods or its agents, including, without limitation, motor carriers, drayage companies, forwarders, brokers, and/or any entity that places or maintains a chassis/trailer pool at any of the Warehouse’s facilities. “Equipment” means any chassis, container, trailer, or tractor. “Goods” means the merchandise, cargo, or freight that the Depositor tenders for storage, set forth on the front page of this Warehouse receipt. “Yard Storage” means the placement of containers or trailers, with or without tractors, empty or loaded, secured or unsecured, in the yard of the Warehouse for the benefit of the Depositor and/or the Depositor’s Goods. “Contract” means this Warehouse Receipt Terms and Conditions of Contract.

2. Acceptance. (a) This Contract, including accessorial charges that may be attached hereto, must be accepted within 30 days from the proposal date by signature of Depositor. In the absence of written acceptance, the act of tendering Goods described herein for storage or other services by Warehouse within 30 days from the proposal date shall constitute acceptance by Depositor. Depositor has had the opportunity to review and inspect the warehouse facility (“Facility”). (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, Warehouse may refuse to accept such Goods. If Warehouse accepts such Goods, Depositor agrees to rates and charges as may be assigned and invoiced by Warehouse and to all terms of this Contract. (c) Any Goods accepted by Warehouse shall constitute Goods under this Contract. (d) 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.

3. Shipping. The Depositor shall not designate the Warehouse to be the consignee for any Goods under any bill of lading, waybill, air waybill, or any other transportation contract, receipt, or delivery document. If, in violation of the terms of this Warehouse receipt, Goods arrive at the Warehouse and it is the named consignee, the Depositor agrees to notify the carrier in writing prior to such shipment, with copy of such notice to the Warehouse, that the Warehouse is in fact a Warehouse that has no beneficial title or interest in such Goods and the Depositor further agrees to indemnify and hold harmless the Warehouse from any and all claims for unpaid transportation charges, including, without limitation, undercharges, demurrage, detention, or charges of any nature, that arise out of or are in any way connected to the Goods. The Depositor further agrees that if it fails to notify the carrier as the preceding sentence requires, the Warehouse shall have the right to refuse such Goods and it shall not be liable or responsible for any loss, injury, or damage that arises out of or is in any way connected to such Goods.

4. Tender for Storage. All Goods shall be delivered at the Facility properly marked and packaged for storage and 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.

5. Storage Period and Charges. (a) Unless otherwise agreed in writing, all charges for storage are per package or other agreed unit per month. (b) The storage month begins on the date that Warehouse 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 in writing by the Warehouse 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.

6. Transfer, Termination of Storage, Removal of Goods. (a) Instructions to transfer Goods on the books of the Warehouse are not effective until delivered to and accepted by Warehouse, and all charges up to the time transfer is made are chargeable to the Depositor. 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 Warehouse reserves the right to move, at its expense, 14 days after notice is sent by certified mail or overnight delivery to the Depositor, any Goods in storage from the Facility in which they may be stored to any other of Warehouse’s Facilities. Warehouse 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 Facility identified on the front of this Contract. (c) The Warehouse may, upon written notice of not less than 30 days to the Depositor and any other person known by the Warehouse to claim an interest in the Goods, require the removal of any Goods. Such notice shall be given to the last known place of business of the person to be notified. If Goods are not removed before the end of the notice period, the Warehouse may sell them in accordance with applicable law. (d) If Warehouse in good faith believes that the Goods are about to deteriorate or decline in value to less than the amount of Warehouse’s lien before the end of the 30-day notice period referred to in Section 5(c), the Warehouse may specify in the notification any reasonable shorter time for removal of the Goods and if the Goods are not removed, may sell them at public sale held one week after a single advertisement or posting as provided by law. (e) If as a result of a quality or condition of the Goods of which the Warehouse had no notice at the time of deposit the Goods are a hazard to other property or to the Facility or to persons, the Warehouse 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 Warehouse after a reasonable effort is unable to sell the Goods it 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 Warehouse may remove the Goods from the Facility and shall incur no liability by reason of such removal.

7. Handling. (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 in writing, labor for unloading and loading Goods will be subject to a charge. Additional expenses incurred by the Warehouse 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 Warehouse may make an additional charge for each order or each item of an order. (e) The Warehouse shall not be liable for any demurrage or detention, any delays in unloading inbound cars, trailers or other containers, or any delays in obtaining and loading cars, trailers or other containers for outbound shipment unless Warehouse has failed to exercise reasonable care.

8. Delivery Requirements. (a) No Goods shall be delivered or transferred except upon receipt by the Warehouse of Depositor’s complete written instructions. Written instructions shall include, but are not limited to, FAX, EDI, E-Mail or similar communication, provided Warehouse has no liability when relying on the information contained in the communication as received. Goods may be delivered upon instruction by telephone in accordance with Depositor’s prior written authorization, but the Warehouse shall not be responsible for loss or error occasioned thereby. (b) When Goods are ordered out a reasonable time shall be given the Warehouse to carry out instructions, and if it is unable because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, riots or civil commotions, or any reason beyond the Warehouse’s control, or because of loss of or damage to Goods for which Warehouse is not liable, or because of any other excuse provided by law, the Warehouse 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.

9. Fulfillment Services. (a) Fulfillment Services shall be defined as receiving, processing, and delivering orders to Depositor’s end customers on behalf of Depositor and in consideration for additional payment. (b) Prior to any Fulfillment Services being undertaken by Warehouse, Warehouse and Depositor shall execute a Fulfillment Agreement, as shown in Appendix X. (c) Warehouse shall incur no liability for lost or damaged goods beyond what is provided for in sections 12, 14, 15, and 16 of these terms as a result of providing fulfillment services. Warehouse’s liability for lost or damaged goods shall terminate as soon as the goods are recorded as being in the possession of a third party parcel service as instructed by Depositor. (d) Warehouse shall invoice Depositor separately for Fulfillment Services and Warehouse Services.

10. Extra Services. (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 Warehouse’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, overnight delivery, or telephone may 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.

11. Bonded Storage. (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 and Border Protection bond, Warehouse shall have no liability for Goods seized or removed by U.S. Customs and Border Protection.

12. Minimum Charges. (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.

13. Liability and Limitation of Damages. (a) Warehouse shall not be liable for any loss or damage to Goods tendered, stored or handled however caused unless such loss or damage resulted from the failure by Warehouse to exercise such care in regard to them as a reasonably careful person would exercise under like circumstances and Warehouse is not liable for damages which could not have been avoided by the exercise of such care. (b) Goods are not insured by Warehouse against loss or damage however caused. (c) The Depositor declares that damages are limited to $0.50 per pound, 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 damage occurs to tendered, stored or handled Goods, for which Warehouse is not liable, the Depositor shall be responsible for the cost of removing and disposing of such Goods and the cost of any environmental cleanup and site remediation resulting from the loss or damage to the Goods.

14. Notice of Claim and Filing of Suit. (a) Claims by the Depositor and all other persons must be presented in writing to the Warehouse within a reasonable time, and in no event any later than the earlier of: (i) 60 days after delivery of the Goods by the Warehouse or (ii) 60 days after Depositor is notified by the Warehouse that loss or damage to part or all of the Goods has occurred. (b) No lawsuit or other action may be maintained by the Depositor or others against the Warehouse for loss or damage to the Goods unless timely written claim has been given as provided in paragraph (a) of this section and unless such lawsuit or other action is commenced by no later than the earlier of: (i) nine months after date of delivery by Warehouse or (ii) nine months after Depositor is notified that loss or damage to part or all of the Goods has occurred. (c) When Goods have not been delivered, notice may be given of known loss or damage to the Goods by mailing of a letter via certified mail or overnight delivery to the Depositor. Time limitations for presentation of claim in writing and maintaining of action after notice begin on the date of mailing of such notice by Warehouse.

15. No Liability for Consequential Damages. Warehouse shall not be liable for any loss of profit or for any special, indirect, or consequential damages of any kind whatsoever.

16. Liability for Mis-Shipment. If Warehouse negligently misships Goods, the Warehouse shall pay the reasonable transportation charges incurred to return the misshipped Goods to the Facility. If the consignee fails to return the Goods, Warehouse’s maximum liability shall be for the lost or damaged Goods as specified in Section 12 above, and Warehouse 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.

17. Mysterious Disappearance. Warehouse shall be liable for loss of Goods due to inventory shortage or unexplained or mysterious disappearance of Goods only if Depositor establishes such loss occurred because of Warehouse’s failure to exercise the care required of Warehouse under Section 12 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 Warehouse converted the Goods to the Warehouse’s own use.

18. Right to Store Goods. Depositor represents and warrants that Depositor is lawfully possessed of the Goods and has the right and authority to store them with Warehouse. Depositor agrees to indemnify and hold harmless the Warehouse from all loss, cost and expense (including reasonable attorneys’ fees) which Warehouse pays or incurs as a result of any dispute or litigation, whether instituted by Warehouse 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 Warehouse’s lien.

19. Accurate Information. Depositor will provide Warehouse with information concerning the Goods, which is accurate, complete and sufficient to allow Warehouse to comply with all laws and regulations concerning the storage, handling and transporting of the Goods. Depositor will indemnify and hold Warehouse harmless from all loss, cost, penalty and expense (including reasonable attorneys’ fees) which Warehouse pays or incurs as a result of Depositor failing to fully discharge this obligation.

20. Severability and Waiver. (a) If any provision of this Contract 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 Contract shall not be affected thereby but shall remain in full force and effect. (b) Warehouse’s failure to require strict compliance with any provision of this Contract shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provision(s) of this Contract. (c) The provisions of this Contract shall be binding upon the heirs, executors, successors and assigns of both Depositor and Warehouse; contain the sole agreement governing Goods tendered to the Warehouse; and, cannot be modified except by a writing signed by Warehouse and Depositor.

21. General and Specific Lien. The Warehouse claims a general and specific lien for all lawful charges for storage and preservation of the Goods and/or Equipment, and also, for money the Warehouse has advanced, interest, insurance, transportation, labor, weighing, coopering, and other charges and expenses in relation to such Goods, and for the balance on any other accounts that may be due. Warehouse further claims a general warehouse lien for all such charges, advances and expenses with respect to any other Goods stored by the Depositor in any other facility owned or operated by Warehouse. In order to protect its lien, Warehouse reserves the right to require advance payment of all charges prior to shipment of Goods. The Warehouse reserves the right to exercise its lien rights under the terms of any applicable law and/or agreement between the Depositor and the Warehouse. Depositor agrees that Warehouse’s general lien shall survive delivery.

22. Yard Storage. The liability of the Warehouse for any Yard Storage of containers or trailers, whether loaded or empty, secured or unsecured, shall be subject to this Contract.

23. Governing Law. These Terms and Conditions of Contract shall be interpreted in accordance with and governed in all respects by the laws of the State of California.

Payment Terms & Conditions

Flexport Payment Terms & Conditions

These are the terms and conditions (the "Terms and Conditions") for use of a bank account registered with Flexport, Inc., or any of its affiliated companies (together “Flexport”), as a payment method for Flexport services.. Please note that your use of the Flexport website is also governed by our Privacy Policy, as well as all other applicable terms, conditions, limitations and requirements contained on the Flexport website, all of which (as changed over time) are incorporated into these Terms and Conditions. If you choose to use a bank account as your payment method, you accept and agree to all Flexport Terms and Conditions.

1. Bank Account Payments. By choosing to use a bank account as your payment method, you will be able to complete your purchase using any valid automated clearing house ("ACH") enabled bank account at a United States-based financial institution. Whenever you choose to pay for an order using your bank account, you are authorizing Flexport (or its agent) to debit your bank account for the total amount of your purchase (including applicable taxes, fees and shipping costs). Your transaction must be payable in U.S. dollars. Flexport, in its sole discretion, may refuse this payment option service to anyone or any user without notice for any reason at any time.

2. ACH Authorization. By choosing your bank account as your payment method, you agree that: (a) you have read, understand and agree to these Terms and Conditions, and that this agreement constitutes a "writing signed by you" under any applicable law or regulation, (b) you consent to the electronic delivery of the disclosures contained in these Terms and Conditions, (c) you authorize Flexport (or its agent) to make any inquiries we consider necessary to validate any dispute involving your payment, which may include ordering a credit report and performing other credit checks or verifying the information you provide against third party databases, (d) you authorize Flexport (or its agent) to initiate one or more ACH debit entries (withdrawals) or the creation of an equivalent bank draft for the specified amount(s) from your bank account, and you authorize the financial institution that holds your bank account to deduct such payments, and (e) you authorize Flexport to debit your bank account or payment card on file, in order to settle any invoices not paid in full by the due date.

3. Partial Debits and Returned Payments. If your full invoice total is not processed by us at the same time, you hereby authorize partial debits from your bank account, not to exceed the total amount of your order. If any of your payments are returned unpaid, you authorize Flexport (or its agent) to make a one-time electronic fund transfer from your account to collect a return fee. The return fee may be added to your payment amount and debited from your bank account if we resubmit an ACH debit due to insufficient funds. Invoices that are paid after invoice due date are subject to 2.5% late fees which are applied monthly on a daily compounding basis. We may initiate a collection process or legal action to collect any money owed to us. You agree to pay all our costs for such action, including any reasonable attorneys' fees.

4. Contacting Flexport. Transactions that we process using your bank account will be identified as "Flexport" (or similar identifier) on the statement issued by your bank or other financial institution holding your account. All questions relating to any transactions made using your bank account by us should be initially directed to us. You may contact us regarding your invoices s or any payments made using your bank account and by writing to us at accountsreceivable@flexport.com . You may also view your billing history with Flexport at any time in the “Billing” tab of the Flexport website.

5. Transaction Errors. If you believe that any payment transaction initiated by Flexport (or its agent) with respect to your bank account is erroneous, or if you need more information about any such transaction, you should contact us as provided in Section 4 of these Terms and Conditions. We reserve the right to cancel the ability to pay by bank account for any reason at any time.

6. Credit and Payment Terms. Flexport’s standard payment terms require receipt of cash before performance of services. We may, in our sole discretion, extend credit to you. The amount and terms of credit are subject to our periodic review. Flexport may in its sole discretion increase, decrease, suspend or revoke credit at any time for any reason and without advance notice. Except to the extent we otherwise agree, Flexport has no obligation to make or incur any expense, guarantee or advance for any purpose.

7. Electronic Delivery of Future Disclosures. You agree to accept all disclosures and other communications between you and us on this website or at the primary e-mail address associated with your Flexport customer account. You should print and retain a copy of all such disclosures and communications.

8. Agreement Changes. We may in our discretion change these Terms and Conditions, other applicable terms and conditions, and/or our Privacy Policy at any time without notice to you. If any change is found to be invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any other changes or the remainder of these Terms and Conditions. We reserve the right to subcontract any of our rights or obligations under these Terms and Conditions. IN THE EVENT THAT WE CHANGE THESE TERMS AND CONDITIONS, YOUR CONTINUED USE OF YOUR BANK ACCOUNT AS A PAYMENT METHOD CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

European Trucking Terms & Conditions

1. Acceptance. These General Terms and Conditions apply to all activities of Flexport International LLC, it subsidiaries and affiliates, hereinafter ‘Flexport’ and are attached to all quotes. The most recent version of the General terms and Conditions is publicised and readily available at our website www.flexport.com. Copies (or additional copies) of these general terms and conditions will be provided at no charge, upon request. By accepting a quote for transportation services by Flexport , the customer consents to the applicability of these terms and conditions.

2. Liability for costs. The customer remains at all times jointly and severally liable for the payment of the invoices of Flexport International LLC. If at the customer's request, the costs must be charged to the party with the payment obligation for those charges pursuant to the terms and conditions of delivery, the customer bears the costs and risk of doing so in observance of the preceding sentence.

3. General. Unless agreed otherwise in writing between the customer and Flexport, the following conditions apply to all our transactions and activities performed in the European Union:

   1. For national road transport, the latest version of the national road transport conditions of the country where services are provided.

      • The Netherlands - the General Transport Conditions 2002 (Algemene Vervoerscondities 2002, A.V.C. 2002) filed with the court registries of the District Courts in Amsterdam and Rotterdam.

      • Germany - General Freight Forwarding Conditions (Allgemeine Deutsche Spediteurbedingungen ADSp 2017)

      • United Kingdom - Road Haulage Association Terms and Conditions 2009

      • Belgium - General Conditions for Transport by Road (Algemene Voorwaarden voor Wegvervoer 2017 by TLV, UPTR, FEBETRA)

      • France - General Conditions for Transport and Logistics Services ( Conditions Générales de Vente régissant les opérations effectuées par les opérateurs de transport et/ou de logistique 2017)

      • Spain - Land Transport Regulation Law (Ley de Ordenación de Transporte Terrestre, LOTT 2016 )

      • Italy - Standard Trading Conditions (CONDIZIONI GENERALI DI SPEDIZIONE 2009)

      • Sweden, Norway, Denmark, Finland - General Conditions of the Nordic Association of Freight Forwarders (NSAB 2015)

   2. For international road transport, meaning cross border, the Convention on the Contract for the International Carriage of Goods by Road (CMR), complemented by the above mentioned national conditions.

   3. For forwarding activities we follow, the latest version of the Dutch Forwarding Conditions (Nederlandse Expeditievoorwaarden), excluding the arbitration clause, filed by the Netherlands Association for Forwarding and Logistics (FENEX) with the court registries of the District Courts in Amsterdam, Arnhem, Breda and Rotterdam.

   4. The following applies to the electronic exchange of messages: - If information, including that pertaining to the waybill, is exchanged by electronic means, the parties shall not dispute the admissibility of electronic messages as evidence in the event of disputes. - Electronic messages shall have the same evidential value as written documents unless these messages were not sent, stored and recorded in accordance with the format, level of security and method of sending agreed between the parties.

   5. In the event that one or more provisions of these conditions differ from the conditions referred to above, these conditions shall prevail except with respect to provisions of mandatory law.

4. Packing and marking. Goods consigned must be properly packaged and labelled with clear information, on each packaging unit, stating the product, the full address of addressee and sender, with icons indicating handling procedures, etc. Any non-current information on the packaging material must be either removed or rendered illegible. Except as otherwise caused by Flexport, customer shall be responsible for ensuring that its products and packaging are in compliance with all applicable laws, and shall indemnify and hold harmless Flexport from any loss, damage or claims arising from the product or packaging failing to comply with applicable laws.

5. Hazardous Materials. Acceptance of hazardous materials for trucking is subject to prior approval of Flexport. If the shipment is accepted hazardous materials shipped must be in compliance with all legal requirements on such materials. The client is responsible for correct labelling, approved packaging, the transport document and sender's declaration. The goods must be properly packaged and secured on pallets.

6. Terms of Delivery. Flexport withholds the right to deviate from the agreed delivery windows. No rights can be derived from the specified delivery or transit times.

7. Pallets. Flexport does not except any pallet exchange programs

8. Transport by third parties. Flexport is authorised to have the transport carried out by third parties. In cases of third-party transport, Flexport will act solely as forwarding agent and not as transporter. The activities of Flexport as forwarding agent are subject to the most recent version of the national forwarding condition from the country the services are performed.

9. Indemnification and Himalaya clause.

   1. Customer is obligated to indemnify and hold harmless Flexport against all claims from third parties with respect to damage caused by the performance of the activities by Flexport except in so far as this damage was caused by acts or omissions on the part of the management of Flexport, carried out with either the intent to cause that damage or recklessly and with the knowledge that that damage would probably result therefrom. Damage also includes damage caused by death or injury as well as any type of financial losses.

   2. At all times and in all cases the customer is obligated to indemnify Flexport against the claims from third parties, except in so far as this damage was caused by acts or omissions on the part of the management of Flexport, carried out with either the intent to cause that damage or recklessly and with the knowledge that that damage would probably result therefrom.

   3. When representatives of Flexport as well as persons whose services are used by Flexport to perform the agreement are held liable, these persons can invoke any limitation and/or exemption of liability that Flexport can invoke on account of the General Terms and Conditions or any other legal or contractual provision.

10. Transporters’ liability (national/international). Whenever Flexport conducts international or national transports, the CMR convention or, in supplement there to, the national road transport conditions apply as laid down in article 3. These provide for a limitation of liability which may limit the transporters’ liability to less than the total amount of the value of the consignment. For full coverage of the actual value of the goods during transport, the client is strongly advised to insure goods against the risks of transport. If desired, the Flexport can arrange for supplemental insurance at very competitive rates. For the options and rates, contact the Insurance division of the Flexport.

11. Delay, consequential loss. Flexport does not undertake that the Goods will be transported from the place of receipt or port of loading, or will arrive at the port of discharge or place of delivery, as applicable, or will be transshipped on board any particular vessel or other conveyance at any particular date or time or to meet any particular market or in time for any particular use. The scheduled or advertised departure and arrival times are only expected times and may be advanced or delayed and Flexport shall in no circumstances whatsoever be liable for direct, indirect, or consequential loss or damage caused by delay. Save as otherwise provided herein, Flexport shall in no circumstances be liable for direct or indirect consequential loss or damage arising from any other cause.

12. Reporting obligation for valuable consignments. The client warrants that the declared value of the consignment to be transported does not exceed € 50,000. Flexport accepts the assignment explicitly under this condition. If the value of the consignment to be transported is € 50,000 or more, Flexport must be notified that the shipment is a high value shipment in writing in advance of the transport. Above the threshold Flexport only accepts shipments when fully declared value insured by the customer. At the explicit request of the customer, Flexport will attempt to contract supplemental insurance for the transport at the customer's expense. If the customer fails to notify Flexport on a high value shipment, the customer violates the obligation of information to Flexport and is liable for the consequences of this violation. In that case, any liability on Flexport in case of damage, loss and theft of the goods will lapse. This information is necessary to be able to take adequate measures to prevent theft during transport, which is also in the interests of the client.

13. Jurisdiction. All legal relationships with Flexport in regard to trucking services in Europe are governed by Dutch law.

Customs Brokerage and General Terms & Conditions

FLEXPORT CUSTOMS LLC TERMS AND CONDITIONS OF SERVICE

Based on the model terms and conditions of service promulgated by the NATIONAL CUSTOMS BROKERS AND FORWARDERS ASSOCIATION OF AMERICA, INC.

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, theTerms and Conditions set forth in such other document(s) shall govern those services.

1. Definitions. (a) "Company" shall mean Flexport Customs LLC, its subsidiaries, successors or assigns, related companies, including, without limitation, Flexport International LLC, other authorized agents and/or representatives. (b) "Customer" shall mean the person for which the Company is rendering service, as well as its 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) "CBP" or "Customs" shall mean U.S. Customs and Border Protection. (d) "Documentation" shall mean all information received directly or indirectly from Customer, whether in paper or electronic form. (e) OceanTransportation Intermediaries" ("OTI") shall mean an "ocean freight forwarder" and a "non-vessel operating common carrier". (f) "Third parties" shall include, but not be limited to, the following: "carriers, truck men, cart men, 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 importer security filing services, the entry and release of goods, post entry services, the securing of export licenses, the filing of export documentation on behalf of the Customer and other dealings withGovernment Agencies; as to all other services, Company acts as an independent contractor.

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 ninety (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 one (1) year from the date of the loss; (ii) For those claims arising from air transportation, within two (2) years from the date of the loss; (iii) For claims arising out of the preparation and/or submission of an import entry(s),within seventy five (75) days from the date of liquidation of the entry(s); (iv) For claims arising out of the preparation and/or submission of an importer security filing, within one (1) year from the date of loss; (v) For any and all other claims of any other type, within two (2) years from the date of the loss.

4. No Liability for the Selection of 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 action(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 and 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 filed on Customer’s behalf; (b)In preparing and submitting importer security filings, Customs entries, export declarations, applications, documentation and/or export data to the United States and/or a third party, the Company relies on the correctness and completeness of all documentation, whether in written or electronic format, and all information furnished by Customer; Customer shall use reasonable care to insure the correctness and completeness 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 any incorrect, incomplete or false statement 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 submit an importer security filing, 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 therefor; 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.

8. Insurance. Unless requested to do so in writing in sufficient time prior to shipment from point of origin and confirmed to Customer in writing, Company is under no obligation to procure insurance on Customer's behalf. The Company does not undertake or warrant that such insurance can or will be placed. Unless the Customer has its own open marine policy and instructs the Company to effect insurance under such policy, insurance is to be effected with one or more insurance companies or other underwriters to be selected by the Company. Any insurance placed shall be governed by the certificate or policy issued and will only be effective when accepted by such insurance companies or underwriters. In all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance.Should an insurer dispute its liability for any reason, the insured shall have recourse against the insurer only and the Company shall not be under any responsibility or liability in relation thereto, notwithstanding that the premium upon the policy may not be at the same rates as that charged or paid to the Company by the Customer or that the shipment was insured under a policy in the name of the Company. If for any reason the goods are held in warehouse, or elsewhere, the same will not be covered by insurance, unless the Company receives specific written instructions from the Customer and the Company confirms in writing. Unless specifically agreed in writing,the Company assumes no responsibility to effect insurance on any export or import shipment with respect to which Company is not providing services to Customer.

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)Subject to (d) below, Customer agrees that in connection with any and all services performed by the Company, the Company shall only be liable for its negligent acts that are the direct and proximate cause of any injury to Customer, including loss or damage to Customer’s goods, and the Company shall in no event be liable for the acts of third parties; (c) 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); (d) In the absence of additional coverage under (c) above, theCompany's liability shall be limited to the following: (i) where the claim arises from importer security filing services or other activities that do not relate to “Customs business”, and except as set forth in paragraph 9(d)(ii), $50.00 per importer security filing, shipment, or transaction, or the amount of fees paid to the Company for the importer security filing, shipment, or transaction, whichever is less; (ii) where the claim arises from the Company’s warehousing, fulfillment, and/or consolidation services occurring in the Company’s facilities or premises, including owned or leased property, $0.50 per pound of goods lost or damaged; or (iii) where the claim arises from activities relating to "Customs business", $50.00 per entry or the amount of brokerage fees paid to Company for the entry, whichever is less; (e) 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, including any and all loss or damages arising from delay of services.

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 aCustomer 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 arising from importer security filing services, the importation or exportation of Customer’s merchandise and/or any conduct of the Customer that 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 and/or expenses, including but not limited to reasonable attorney's fees that the Company may hereafter incur, suffer or be required to pay by reason of such claims, including any claims by any Third party for freight or other charges, duties, fines, penalties, liquidated damages or other money due arising from services provided to or on behalf of the Customer. The confiscation or detention of the goods by any governmental authority shall not affect or diminish the liability of the Customer to the Company to pay all charges or other money due promptly on demand. 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" or "Deliver (C.O.D.)" shipments, bank drafts, cashiers’ and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall have no liability if the bank or consignee or other recipient refuses to pay for the shipment. All payment documents tendered in payment of C.O.D.s will be accepted based solely upon the Customer’s assuming all risk relating thereto including, but not limited to,risk of non-payment, insufficient funds and forgery, and the Company shall not be liable upon any such instrument. The Company will not be responsible for any delay in remittance lost in exchange or during transmission or while in the course of collection.

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 the lesser of (i) a late payment fee of 1.5% per month of the outstanding balance due or (ii) the highest rate permitted by applicable law.

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 toCompany relating to the shipment on which the lien is claimed and/or any prior shipments; (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 ongoing 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.

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 "record keeping 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- importer security filing services or Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.

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 use the weight supplied by Customer.

18. No Modification or Amendment Unless Written. These terms and conditions of service may only be modified, altered or amended in writing signed by bothCustomer 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 other in connection with the shipment. On ocean exports, and 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 the monies due the Company, upon recovery by the Company, the Customer shall pay theexpenses of collection and/or litigation, including reasonable attorneys’ fees.

20. Severability. In the event any Paragraph and/or portion of these Terms and Conditions is found to be invalid and/or unenforceable, then in such event theremainder thereof shall remain in full force and effect.

21. Governing Law; Consent to Jurisdiction and Venue. These terms and conditionsof service and the relationship of the parties shall be construed according to the lawsof the State of California, without giving consideration to conflict of law principles.Customer and Company (a) irrevocably consent to the jurisdiction of the UnitedStates District Court and the State courts of California; (b) agree that any actionrelating 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.

[Revised 6-30-15]

Software Terms & Conditions

These Terms and Conditions govern the use of Flexport's Logistics Software and applications.

1. DEFINITIONS

   1.1 Application Data: shall mean any data associated with or related to the Application Services provided by Flexport to Customer (excluding any User Content or any other data managed by Flexport on behalf of other customers or with other services or offerings not included in the Application Services) including but not limited to ports, carriers, tariffs cargo manifests, invoices, price quotes to customers and the metadata surrounding the price quotes (weight, volume, geolocations, ports etc.). Notwithstanding anything to the contrary herein, all Application Data shall be considered Confidential Information of Flexport.

   1.2 Application Services: shall mean the services included in, but not limited to Flexport's Freight Client Platform Core, Flexport's Client App, Flexport's Origin App, that are made available to Customer or partners via the Internet and our Site www.flexport.com or other electronic means and any Software and Application Data provided by Flexport in connection with such services.

   1.3 User Content: shall mean all content, data and materials selected and provided by Customer and its Users to Flexport in electronic or hard copy formats and entered by Customer into the Application Services or Software. Notwithstanding anything to the contrary herein, all specific User Content shall be considered Confidential Information of Customer.

   1.4 Platform: as part of the Services provided Customer will get access to the logistics Client Platform Core to communicate with Flexport regarding ongoing shipments, retrieve all data associated with these shipments and book freight services.

   1.5 User Proposals/ Feedback: any suggestions, comments, or other feedback that Customer provides to Flexport with respect to the website, the Services, or any other Flexport product or service.

   1.6 Confidential Information: shall mean, with respect to a Party hereto, (a) the terms and conditions or any other agreement executed between the parties, (b) all nonpublic information concerning the business, technology, products, services, internal structure and strategies of the disclosing Party, specifically including, without limitation, Software, Documentation, end-user materials, Intellectual Property Rights, proposals, designs, concepts, methodologies, inventions, source or object code, developments, research, programs, databases, referral sources, customers, prospective customers, inventions, developments, "know-how," procedures, financial information or licensing policies and (c) any other information clearly labeled by the disclosing party in writing as "confidential" prior to its disclosure, otherwise deemed as Confidential Information under this Agreement, or which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment under the circumstances. The following information will not be considered Confidential Information: (i) information which was in the public domain prior to its disclosure; (ii) information which becomes part of the public domain by any means other than through violation of this Agreement; (iii) information independently developed by the receiving Party without reference to the disclosing Party's Confidential Information, or (iv) information received from a third party not under any obligations of confidentiality.

2. SOFTWARE USAGE

   2.1 Terms: These Flexport Terms and Conditions apply to the features and functions provided by Flexport Inc,. to access the API that may be used to access the Services. By accessing and using the websites or Services, Customer agrees to be bound by these Terms. These Terms come into effect on the first day the Customer uses the website or any of the Services.

   2.2 Registration: In order to use many aspects of the Services, you must first complete the Flexport registration process via the website. Customer agrees: (a) to provide accurate, current and complete information about the company and customer's position within that company as part of the registration process ("Registration Data"); (b) to maintain the security of Customer's password(s); (c) to maintain and promptly update the Registration Data, and any other information provided to Flexport, and to keep it accurate, current and complete; (d) that you are responsible for maintaining the security of your account and safeguarding your password(s), and (e) that you will be fully responsible for any activities or transactions that take place using your account(s) or password(s), even if you were not aware of them.

   2.3 Access to Platform: Subject to the Terms and Conditions and on the registration criteria, Flexport hereby grants to Customer exclusive, non-transferable revocable right to: (i) access and use the Services, the logistical Platform Core and its associated documentation, solely for Customer's own internal business purposes when arranging logistical services offered by Flexport; and (ii) access and use any data or reports that we provide or make available to you as part of your access and use of the Services solely in conjunction with your use of the Services.

   2.4 Duration: Customer will be able the use to the Platform and the Services for the period it uses Flexport's freight services.

   2.5 Users: Each User account is valid for one User only and may not be shared concurrently or otherwise by or among multiple Users. Customer may harvest and/or reassign User accounts to new Users within its organization. Users of the Platform are limited solely to Customer's employees or their suppliers.

   2.6 Use Limitations: Modification, reverse engineering, reverse compiling, disassembly of or creation of derivative works incorporating the Platform, or any portion or component thereof is expressly prohibited. Except as expressly authorized by these Terms and Conditions, Customer and its Users shall not unbundle, sublicense, assign, transfer, display, distribute, rent, resell or lease the Application Services or any portion or component thereof to any third party. Furthermore the Customer may not (a) use the website or the Services to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions; (b) build a competitive product or service, or copy any features or functions of the website or the Services (including, without limitation, the look-and-feel of the website or the Services); (c) interfere with or disrupt the integrity or performance of the website or the Services; (d) disclose to any third party any performance information or analysis relating to the website or the Services; (e) remove, alter or obscure any proprietary notices in or on the website or the Services, including copyright notices; (f) use the website or the Services or any product thereof for any illegal or unauthorized purpose, or in a manner which violates any laws or regulations in your jurisdiction; (g) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms that make up the Services or any software, documentation, or data relating to the Services, except to the limited extent that applicable law prohibits such a restriction; or (h) cause or permit any third party to do any of the foregoing.

   2.7 Right to terminate usage: If the Customer renders the Platform unusable it may terminate usage at any given time, however this will not require Flexport to continue offering freight services.

   2.8 Access after termination of the services: Customer is granted access to the Platform at least one year after the last shipment has been completed in the event the Customer chooses to cease using Flexport's freight services.

   2.9 Third-party vendors: Customer understands that Flexport uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the Services, and customer agrees that Flexport is not and will not be liable or responsible for the acts or omissions of such third-party vendors or hosting partners.

   2.10 Electronic communication: By using the Software and Services the Customer consents to receiving electronic communication from Flexport for both logistical and marketing purposes.

3. USER CONTENT AND OWNERSHIP

   3.1 Customer retains ownership rights to their registration data, user logs, configuration settings and any other data contributed by Customer in connection with the Services ("User Content"). By making available any User Content through the Services, Customer hereby grants to Flexport a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to use, copy, adapt, modify, and otherwise process User Content for the purposes of providing and improving the Services for all Flexport users. Flexport does not generally view or disclose Customer's User Content. Occasionally Flexport may need to view User Content in connection with servicing the websites. Flexport may also perform statistical analyses on User Content in connection with developing or optimizing our Services. The use thereof is further explained in our privacy policy.

   3.2 Flexport will only disclose User Content to its employees, contractors, and affiliated organizations that (i) need to know that information in order to process it on Flexport's behalf or to provide the Services, and (ii) that have agreed not to disclose it to others and with whom we have contracts in place governing our relationship. Other than to its employees, contractors, and affiliated organizations, as described above, Flexport discloses User Content only when required to do so by law, or when Flexport believes in good faith that disclosure is reasonably necessary to protect the property or rights of Flexport, third parties, or the public at large.

   3.3 Flexport does not claim any ownership rights in any such User Content and nothing in the Terms and Conditions will be deemed to restrict any rights that Customer may have to use and exploit Customer's User Content. Customer is aware that Customer is solely responsible for all User Content that Customer makes available through the Platform and that that data abides by the various Privacy Laws. Flexport does not have any obligation to review or scan any User Content for any purpose, including without limitation for measuring quality, filtering content, or detecting the presence of malware. Flexport makes no representations regarding the compliance of any User Content with any applicable laws or regulations.

   3.4 By submitting or uploading User Content to the Platform, Customer grants Flexport a worldwide, royalty-free, and non-exclusive license (i) to use, reproduce, modify, adapt and publish that User Content for the purpose of providing the Services to you; and (ii) to create aggregations and summaries of the User Content or portions thereof and to use, disclose, and distribute such aggregations publicly to any third party in support of our business (both during the period that these Terms are in effect, and thereafter), provided that such aggregations and summaries do not directly or indirectly identify the Customer or their User Content.

   3.5 Notwithstanding the foregoing, Customer may also disclose to us certain User Content, including without limitation feedback and comments, via Flexport's Platform communication tools ("User Proposals"). By submitting User Proposals to Flexport, Customer hereby grants to Flexport a royalty-free, irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to use, copy, adapt, modify, sublicense, transmit, distribute, display, sell, transfer, incorporate into Flexport's products or services, create derivative works from, or otherwise exploit any such User Proposals without any compensation to Customer.

   3.6 In the event Customer requests from Flexport to remove their User Content Flexport will do so taking into account its administrative obligations under law. The retention period for custom information and associated documentation in the EU and US is respectively 7 and 5 years.

4. INTELLECTUAL PROPERTY & TRADEMARKS

   4.1 Flexport owns all rights, title and interest in and to the website and the Services, and all Intellectual Property Rights therein. The look and feel of the website and the Services, including any custom graphics, button icons, and scripts are also the property of Flexport, and Customer may not copy, imitate, or use them, in whole or in part, without Flexport's prior written consent. Flexport reserves all rights not expressly granted to Customer in these Terms, and Flexport does not grant any licenses to Customer or to any other party under these Terms, whether by implication, estoppel or otherwise, except as expressly set forth herein.

   4.2 Customer acknowledges and agrees that any Flexport names, trademarks, service marks, logos, trade dress, or other branding included on the website or as part of the Services are owned by Flexport and may not be copied, imitated, or used (in whole or in part) without Flexport's prior written consent. All other trademarks, names, or logos referenced on the website or the Services "Third-Party Trademarks" are the property of their respective owners, and the use of such Third-Party Trademarks inure to the benefit of their respective owners.

5. SERVICE GUARANTEES

   5.1 Availability: Flexport will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for planned downtime and unforeseen circumstances as mentioned in 6.2.

   5.2 Defects: Flexport represents and warrants that, to its knowledge, the Platform is free from any material Defects. In the event of discovery of any Defect, Customer agrees to provide Flexport with sufficient detail to allow Flexport to verify and reproduce the error, and Flexport shall use commercially reasonable diligence to endeavor correct such Defect.

   5.3 Prevention: With the use of multiple data centers Flexport ensures to minimize the risk of full server outage. Furthermore, regular backups are made to prevent data loss.

   5.4 Continuity of service: In event of a software system failure Flexport will ensure that the freight services offered will be executed by the operational team regardless of any limitations this may entail. Continuity of the services will be safeguarded as usage of the Platform is not mandatory to fulfill its logistical obligations.

   5.5 Security: Flexport will implement and maintain appropriate technical and organizational measures to protect User Content and its Software against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access ("Security Measures"). These Security Measures will have regard to the state of the art, the costs of implementation and nature, scope, context and purposes of the processing off data, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

6. LIMITATIONS ON SERVICES

   6.1 Condition of Software: The Platform is offered "as is". As such Flexport will not enter into quantified KPI's on uptime, availability, security etc. Flexport is open to improvement suggestions but will make improvements as it deems fit.

   6.2 Accessibility: Customer understands and agrees that from time to time the platform may be inaccessible or inoperable during normal business hours in the event of periodic maintenance procedures or repairs which Flexport deems necessary and may undertake. Flexport will not be liable for failure to provide access to the platform due to any emergency maintenance, any catastrophic system failure at Flexport, any failures of Customer's equipment or systems, or due to other acts outside the control of Flexport.

7. EXPORT COMPLIANCE

   The Services, Flexport Software and the Documentation may be subject to export laws and regulations of the United States and other jurisdictions, and any use or transfer of the Services, Flexport Software and Documentation must be permitted under these laws and regulations. Each party represents that it is not named on any U.S. government or EU denied-party list. Customer shall not enable use of the Services in a U.S. or EU-embargoed country (currently Cuba, Iran, North Korea, Sudan, Crimea -- Region of Ukraine, Libya or Syria) or in violation of any U.S. and EU export law or regulation.

8. DISCLAIMER

   CUSTOMER ACKNOWLEDGES THAT THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND THAT YOUR USE OF THE WEBSITE AND THE SERVICES IS AT YOUR SOLE RISK. FLEXPORT DOES NOT WARRANT: (I) THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THAT THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT CUSTOMER OBTAINS THROUGH THE WEBSITE OR THE SERVICES WILL MEET CUSTOMER'S EXPECTATIONS, OR (V) THAT ANY ERRORS IN THE WEBSITE OR THE SERVICES WILL BE CORRECTED. FLEXPORT SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9. WARRANTIES

   9.1 Non-Infringement: Flexport warrants that Flexport owns the Software and any software included in the Platform, including all associated Intellectual Property Rights, or otherwise has the right to grant Customer the rights for usage. Flexport warrants that, to its knowledge, the Platform does not infringe any valid and issued U.S. patents, copyrights, trademarks, trade secrets, or other proprietary rights of any third parties.

10. INDEMNIFICATION OF INTELLECTUAL PROPERTY

    10.1 Indemnification by Flexport: Flexport shall defend, indemnify and hold harmless Customer and its officers, directors, employees, agents and representatives from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any third party alleging infringement by the Platform of any valid and issued U.S. patent, copyright, trademark or trade secret of such third party.

    10.2 Indemnification by Customer: To the fullest extent possible by applicable laws Customer shall defend, indemnify and hold harmless Flexport and its subsidiaries, officers, employees, agents and representatives from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any third party arising out of or relating to: (a) these Terms & Conditions or Customer's representations, warranties or obligations hereunder; (b) Customer's and its Users' use of the Platform, including any User Content or data; (c) any unacceptable use of the Platform by Customer or its Users or through its Users' accounts, including, without limitation, any User Content or any statement, data or content made, transmitted or republished by Customer or its Users which is prohibited under applicable law or by these Terms and Conditions; (d) any intentional or negligent act or omission of Customer or its Users; or (e) Customer's or its Users' violation of any third party rights, including, without limitation, any intellectual property or privacy right.

11. LIMITATION OF LIABILITY

    In no event will Flexport be liable to Customer or to any third party for any loss of profits, loss of use, loss of revenue, loss of goodwill, interruption of business, loss of data, or any indirect, special, incidental, exemplary, punitive or consequential damages of any kind arising out of, or in connection with these terms or Customer's use (or inability to use) any part of the website or the services, whether in contract, tort, strict liability or otherwise, even if we have been advised or are otherwise aware of the possibility of such damages.

12. CHANGES TO TERMS AND CONDITIONS

    12.1 Flexport reserves the right to change or modify these Terms, or any of our other policies or guidelines, at any time. We will be posting the revised Terms on the Site and revising the date at the top of these Terms. Any changes or modifications will be effective from the day these Terms have been publicized. You acknowledge that your continued use of the Site or any of the Services following such notice constitutes your acceptance of the modified Terms.

    12.2 Flexport reserves the right -- at any time, and without notice or liability to you -- to modify the Site or the Services, or any part of them, temporarily or permanently. We may modify the Services for a variety of reasons, including, without limitation, for the purpose of providing new features, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.

13. PRIVACY POLICY

    Flexport will process all personal information in accordance with its privacy policy available at www.flexport.com/privacy when personal information is processed. By using the Site and the Services, you consent to our collection, use, and disclosure of information as set forth in our privacy policy, as we may update that policy from time to time.

14. GOVERNING LAW

    These Terms shall be governed by and construed in accordance with the controlling laws of (i) the Netherlands, if Customer is domiciled in a country in Europe, or (ii) the United States of America and the State of California, if Customer is domiciled anywhere else, in each case excluding rules governing conflict of law and choice of law. The courts in Amsterdam, the Netherlands shall have exclusive jurisdiction to adjudicate any dispute arising out of these Terms if Dutch law applies and the Federal and state courts within San Francisco California shall have exclusive jurisdiction to adjudicate any dispute arising out of these Terms if United States and the State of California laws apply. Each party hereto expressly consents to the personal jurisdiction of, and venue in, such courts and service of process being effected upon it by registered mail sent to the Legal Notice address provided by such party under these Terms. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) and the Uniform Computer Information Transaction Act or similar federal or state laws or regulations shall not apply to these Terms nor to any dispute or transaction arising out of these Terms.