PURCHASE ORDER TERMS AND CONDITIONS

1. DEFINITIONS. Buyer shall mean PEBBLE River Holdings LLC. and Seller shall mean any Seller to PEBBLE River Holdings LLC. 

2. PRICE. This is a firm price order. 

3. TERMS OF PAYMENT. Invoices shall be dated no earlier than date of shipment or delivery of service. Buyer will pay invoices based on terms referenced on the Purchase Order from date of invoice, with prior delivery and acceptance by Buyer and/or after resolution of any applicable discrepancies. 

4. ATTACHMENTS. Documents designated by Buyer in the body of the Purchase Order, including supplemental terms and conditions, if any, are incorporated by reference the same as if set out in full therein. 

5. CHANGES. The Buyer reserves the right at any time to issue a written change order or amendment to the Purchase Order concerning any of the following: (a) specifications, drawings, and data incorporated in the Purchase Order where the items to be furnished are to be specially manufactured for the Buyer; (b) quantity; (c) methods of shipment of packaging, (d) place of delivery, (e) time of delivery; or (f) any other matters affecting this Purchase Order. 

6. TERMINATION. Buyer may terminate the Purchase Order for its convenience, in whole or in part, at any time prior to shipment by (written or electronic) notice to Seller. Upon receipt of such termination notice, Seller shall promptly comply with the directions contained in such notice and shall, as required, (a) take action necessary to terminate the work as provided in the notice, minimizing costs and liabilities for the terminated work, and (b) continue the performance of any part of the work not terminated by Buyer. 

7. ASSIGNMENT. Seller may not assign, transfer, or subcontract this Purchase Order or any right or obligation hereunder without Buyer’s written consent. 

8. EXCUSABLE DELAY. Fires, floods, strikes, accidents, shortages, or other causes beyond the reasonable control of parties, which prevent Seller from delivering, or Buyer from receiving, any of the goods and services covered by the Purchase Order, shall suspend deliveries until the cause is removed, subject, however, to Buyer’s right of termination for convenience under Paragraph 5. 

9. PACKAGING, PACKING LIST, AND BILL OF LADING. Seller shall be responsible for proper packaging, loading, and tie-down to prevent damage during transportation. Buyer’s weight and/or count will be accepted as final and conclusive on all shipments not accompanied by a packing list. 

10. INSPECTION. All goods and services furnished hereunder will be subject to inspection and test by Buyer at all times and places and will be subject to Buyer’s final inspection and approval within a reasonable time after delivery. To assist with Buyer’s inspection and approval, Buyer may request from Seller a Certificate of Conformity, Test Reports and/or airworthiness approval. Buyer may reject goods and services not in accordance with Buyer’s instructions, specifications, drawings, data, or Seller’s warranty (expressed or implied), or for untimely delivery. Buyer may return rejected goods to Seller at Seller’s expense and Buyer shall have not further obligation for such goods. Payment for any goods or services shall not be deemed acceptance and in no event shall Buyer incur any liability for payment for rejected goods or services. 

11. WARRANTIES. By accepting this Purchase Order, Seller warrants that the goods and services furnished will be free from defects in materials and workmanship, merchantable and in full conformity with Buyer’s specifications, drawings, and data, and Seller’s descriptions, promises, or samples, and that such goods will be fit for the Buyer’s intended use, provided Seller has reason to know of such use, and that Seller will convey good title to the goods, free and clear from all liens, claims, encumbrances. Upon Buyer’s request, Seller shall furnish Buyer with a formal waiver or release of all liens by Buyer and /or Buyer’s Sellers. Seller warrants that goods or services covered by this Purchase Order shall not infringe any patent, design, mask work, copyright or trademark, or any third party, either directly or contributory. Seller agrees to indemnify Buyer and hold Buyer harmless from and against all liability, loss damage and expenses, including reasonable counsel fees and costs of litigation, resulting from any claim of infringement and any litigation relating thereto. In the case where goods or a part thereof are held to constitute infringement and the use of the goods or a part thereof is enjoined, Seller shall, at the expense of Seller either (a) procure for the Buyer the rights to continue to using the goods, (b) replace the goods so that the goods become non-infringing, or (c) retake the goods and refund the purchase price and transportation and installation cost of the goods to Buyer Such obligations shall survive acceptance of the goods or services and payment therefore by Buyer. Where applicable, the Seller warrants that the goods covered by this Purchase Order are in compliance with all laws, regulations, rules, and orders relating to the importation of goods into the United States, the exportation of goods out of the country of origin, the transit of goods through intermediate countries and the sale and use or foreign made goods in the United States. Seller further warrants that it has obtained all permits, licenses, and certifications necessary for the goods to be exported out of the country of origin, imported in United States, delivered to Buyer and used or sold within the United States. 

12. TITLE; RISK OF LOSS. Title shall pass to Buyer upon Buyer’s receipt and acceptance of goods at destination. Risk of loss of all goods shall remain in Seller until receipt and acceptance by Buyer at destination, unless otherwise specified in this Purchase Order, except for loss occasioned by gross negligence or willful neglect of Buyer or its customer. 

13. CONFIDENTIALITY; LIMITED USE. Unless otherwise agreed by Buyer in writing, Seller shall keep confidential and not disclose to any third party, any confidential and/or proprietary materials provided by Buyer to Seller in connection with Seller’s performance of this Purchase Order or prepared by Seller specifically for Buyer pursuant to this Purchase Order, including but not limited to any drawings, masters, software, specifications, raw materials, components, data, business information or plans, customer lists or other customer information (“Confidential Information”). Seller shall not make any copies of Confidential Information except as specifically authorized by Buyer in writing. At the completion of this Purchase Order, or upon Buyer’s request, Seller shall promptly return to Buyer all Confidential Information not consumed in the performance of this Purchase Order, together with any copies in Seller’s possession. Seller shall use Confidential Information solely for Sellers performance of this Purchase Order for Buyer, and Seller shall not, without Buyer’s written consent, directly or indirectly use Confidential Information derived there from in performing services or providing goods for another customer of Seller, or any other person or entity. 

14. RESOLUTION OF CONFLICTS OR INCONSISTENCIES OCCURRING IN THE ORDER. It is the Seller’s responsibility to comply with this Purchase Order and all referenced documents, and to clarify with Buyer any inconsistencies or conflicts in any parts of the Purchase order or referenced documents. Should Seller fail to contact Buyer to resolved conflicts or inconsistencies, Seller will be solely responsible for errors resulting from said conflicts or inconsistencies. Where documents are referenced, the version in effect at the time of order placement shall apply. 

15. BUYER’S TERMS AND CONDITIONS APPLY. Acknowledgement of the Purchase Order, shipment of any goods, or commencement of work pursuant to the Purchase Order shall be deemed an acceptance of these General Terms and Conditions. No modification of or release from this Purchase Order shall be binding unless agreed to in writing by the parties and specifically labeled as a modification or release. Unless specifically agreed to otherwise by Buyer and Seller, these terms and conditions supersede any submitted by Seller in any proposal or acknowledgement. 

16. EXTRA CHARGES. No charges for extras or for cartage or boxing or storage will be allowed unless the same has been agreed upon in writing by Buyer All goods must be forwarded in accordance with Buyer’s shipping instructions, otherwise the difference in freight rate will be charged to Seller. 

17. SUBSTITIUTIONS. No substitution of materials or accessories may be made without written permission from Buyer. 

18. WORK PERFORMED ON BUYER’S CUSTOMER’S PREMISES. If Seller’s work under the Purchase Order involves operations by Seller on the premises of Buyer or one of Buyer’s customers, Seller shall take all necessary precautions and such additional precautions as Buyer or Buyer’s customer may prescribe to prevent the occurrence of any injury to persons or property during the progress of such work and, except to the extent that any such injury is due solely and directly to Buyer’s or Buyer’s customer’s negligence, shall indemnify Buyer against all claims, liability and compensation insurance as will protect Buyer and Buyer’s customer from said risks and from any claims under any applicable worker compensation and occupational disease acts. 

19. INDEMNIFICATION. Seller agrees to indemnify, defend, and hold Buyer harmless from and against all losses, damages, liability, actions, judgments, costs, and expenses (including, but not limited to, reasonable attorney’s fees and other expenses of litigation), suffered, incurred, or asserted by or against Buyer (a) by reason of Seller’s breach of warranty, (b) by reason of Seller’s breach of any term of this Purchase Order, or (c) by reason of personal injury, including death, or property damage sustained by third party, resulting from or arising out of an act or omission of Seller, or Seller’s agents, employees, or contractors in fulfillment of this Purchase Order. 

20. CUMULATIVE REMEDIES; WAIVERS; SURVIVAL OR WARRANTIES. The remedies herein reserved to Buyer shall be cumulative, and additional to any other or further remedies provided in law or equity. No waiver by Buyer of any term or condition of this Purchase Order shall be construed as a permanent waiver of sub term or condition. Seller’s warranties shall survive the completion or cancellation of this Purchase Order. 

21. GOVERNING LAW. This Purchase Order shall be governed by the laws of the State of Michigan, U.S.A, except for its provisions regarding principles of conflicts of laws, and except to the extent that federal law shall apply. Any court action arising under this Purchase Order shall be venued in Wayne County, Michigan, U.S.A. in either federal or state court, as is appropriate. 

22. EQUAL EMPLOYMENT OPPORTUNITY / AFFIRMATIVE ACTION COMPLIANCE. Seller shall comply with all applicable Equal Employment Opportunity and Affirmative Action Programs and specifically Seller shall be compliant with E.O. 11246 and all applicable Civil rights laws and regulations. 

23. “GOODS” AND “SERVICES”. The term “goods” as used herein means any and all materials, parts, products, machines, tooling, test equipment, technical data, computer software, computer software documentation, and other tangible items or documentary information furnished or required to be furnished by Seller under this order. The term “services” means any and all technical assistance, support, maintenance, consultation, construction work, and other effort furnished or required to be furnished by Seller under this order other than labor furnished in connection with the production of goods. 

24. ENTIRE AGREEMENT. Unless superseded by a specific signed agreement between Buyer and Seller, this agreement shall include the Purchase Order, these General Terms and Conditions, and all attachments referred to in the Purchase Order or in the General Terms and Conditions, and it shall constitute the entire agreement of the parties with regard to the subject matter contained herein. All other prior or contemporaneous representations, warranties, covenants, or agreements between Seller and Buyer, or their representatives, with respect to the subject matter are hereby superseded. The term “Purchase Order” as used herein means the first and continuation pages of Buyer’s completed Purchase Order form, including any special provisions contained therein. This agreement may not be modified except by mutual written agreement of the parties. These Customer Standard Terms and Conditions (these “Conditions”) as well as the terms and conditions of any Company-provided rate quote/confirmation (the “Quote”), if any, apply to the provision or arrangement, as applicable, of any transportation, warehouse, transloading, storage, customs brokerage or handling services (“Services”) by one or more of the following distinct corporate entities:

 • PEBBLE River Holdings LLC  

• any other companies owned or affiliated with any of the listed entities (individually and collectively, the “Company”). 

Each Company may operate under the trade name “PEBBLE.” These Conditions set forth the rights and obligations of the Company and Customer (defined below) except as otherwise set forth herein. By tendering goods to the Company for Services, Customer expressly accepts these Conditions and warrants that acceptance of these Conditions has been authorized by a representative of Customer as of the date the Services were first provided to Customer by the Company. The Company may change these Conditions at any time without notice to Customer. The changed Conditions are in effect immediately. The version of these Conditions in effect on the date a shipment is tendered to the Company will apply. 

1. APPLICATION OF THESE CONDITIONS Except as otherwise expressly set forth herein, these Conditions apply to all the Company’s activities in arranging or providing Services. These Conditions apply except to the extent expressly superseded or waived in a Service Agreement. The Company and Customer may, in a Service Agreement, agree to additional or amended service terms. In the case of conflict between any of these Conditions and any Service Agreement, the terms of the Service Agreement will govern. Where the specific Service Agreement is silent on any matter and does not expressly disclaim these Conditions, the provisions of these Conditions will apply with respect to such matter. In the event of a conflict between these Conditions and the terms and conditions set forth in any Quote, the terms and conditions of the Quote will govern. Please see the sections regarding air and ocean transportation Services regarding the application of Bill of Lading terms to such air and ocean transportation Services. Carrier Services are provided subject to and otherwise governed by, and Customer acknowledges and agrees that its rights against the Carriers are subject to, the Carrier’s Bill of Lading, including tariffs, service guides and similar documentation incorporated therein, as well as by contractual arrangements in place between the Company and the Carrier. 

2. SERVICES REQUIRING SPECIAL ARRANGEMENTS Customer will not request, and the Company will have no responsibility to: a. Arrange for Goods to be carried, stored or handled separately from other Goods; b. Arrange for Carriers or delivery agents to hold Goods until payment of any amount or until surrender of a document; c. Arrange for the transport of any of the following: Goods the replacement value of which exceeds $100,000; luxury Goods (including, but not limited to, works of art, jewelry; pharmaceuticals; electronics; currency, negotiable instruments or securities of any kind; precious metals or stones; antiques); human remains; livestock or plants; hazardous materials or dangerous goods; fresh produce; waste of any kind; oversize or overweight shipments; coiled or rolled products; commodities requiring protection from heat or cold or temperature controlled equipment; or any other freight with special requirements or restricted or prohibited by Carriers. Customer will defend, indemnify and hold the Company harmless against any Claims as a consequence of the Company’s failure to make arrangements noted above. 

3. COMPANY’S GENERAL RESPONSIBILITIES AND DISCLAIMERS a. Nothing in these Conditions or otherwise will be deemed to require or obligate the Company to accept Goods tendered by Customer for Services. If the Company agrees to provide Services, the Company will exercise reasonable care arranging for or providing Services in accordance with these Conditions, and the Company will arrange for transport and related Services within a reasonable time after receiving Customer’s instructions, BUT THE COMPANY IS NOT RESPONSIBLE FOR COMPLIANCE WITH TRANSIT, PICK- UP OR DELIVERY APPOINTMENT DATES OR TIMES AND WILL NOT BE LIABLE IN ANY WAY FOR TRANSPORTATION DELAYS. W here the Services include provision or arrangement of transportation, the Company’s obligation will be to provide or arrange such transportation with reasonable dispatch. b. Except as otherwise set forth in these Conditions, the Company will take all reasonable steps to inform any Carrier of Customer’s instructions received in writing by the Company unless the Company has informed Customer that it will not agree to provide Services in accordance with any such instructions, in which case, the Company will have no liability arising from or related to failure to comply with such instructions. If after the Company has agreed to arrange for a transportation of a shipment, events or circumstances make it impossible or impracticable, in the Company’s sole discretion, for the Company to fulfill its obligations under these Conditions, the Company may depart from any of Customer’s instructions without prior authorization from Customer, and will not incur any additional liability as a consequence of any such departure or deviation. c. The Company is not responsible to Customer or others for delay or deterioration of Goods from delay, whether with or without cause. The Company is also not responsible for deterioration of Goods arising from breakdown or malfunction of refrigerated equipment, or changes in temperature, even if the rates quoted are for temperature controlled equipment or for temperature sensitive Goods. d. The Company, its agents and the Carriers will remain at all times independent contractor’s vis-à-vis Customer. Carriers engaged by the Company will have sole and exclusive control over the manner in which they and their Carrier Representatives perform transportation services, including the operations of all vehicles and equipment used to perform its transportation services hereunder. Under no circumstances will Carriers engaged by the Company or their Carrier Representatives be deemed employees or agents of the Company or involved in any kind of joint venture and/or partnership with the Company. The foregoing notwithstanding, the Company and Carriers may agree that the Company will act as the Carrier’s agent for the sole purpose of collecting the agreed-to freight charges related to Services. Except for such specific designation, none of the terms of these Conditions, or any act or omission of either Party will be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, employer/employee relationship between Customer, the Company, or the Carriers. e. If requested, the Company will provide Customer with proof of acceptance and delivery of Goods shipped in the form of an original or imaged signed Bill of Lading or proof of delivery. Such documentation may be made available for accessing by Customer through a web-based or other system. Additional charges may be applicable. f. For shipments moving intermodally or over the road, insertion of the Company’s name on the Bill of Lading as the “carrier” by any entity other than the Company will be for Customer’s convenience only and will not imply that the Company is actually the Carrier of that shipment or otherwise change the Company’s status in handling that shipment. 

4. CUSTOMER’S GENERAL RESPONSIBILITIES a. Customer must provide all information and instructions that are reasonably necessary for the Company to effectively arrange for the performance of the transportation and related services requested by Customer in accordance with any applicable laws, rules, regulations or conventions. Customer will provide detailed and accurate descriptions of any Goods tendered for transportation and their accurate weights. Customer is responsible to be aware of and comply with applicable customs and import, export and transportation laws, rules, practices and regulations of the governmental authorities of the countries involved in a shipment; to complete and provide all required documentation; and to apply and pay for all licenses, permits or authorities required by governmental authorities to conduct the business and transportation contemplated by Customer. b. In no event will Customer tender any Goods that will or would reasonably be expected to contaminate, taint, corrode, or otherwise adversely impact the quality or condition of other Goods being transported, or the Trailer used in transporting the Goods. c. Customer warrants that it is either the owner or the authorized agent of the owner of the Goods tendered for Services and that it has the authority to, and does, accept these Conditions for itself and where applicable, as agent for and on behalf of the owner and any other person involved in the transportation, including but not limited to any consignor or consignee, logistics providers, freight forwarders, or insurers, and these Conditions will be binding on such persons or entities. d. Except to the extent that the Company has accepted instructions and explicitly accepted responsibility in respect of the preparation, packing, stowage, labeling or marking of the Goods, Customer warrants that (1) all Goods have been properly and sufficiently prepared, packed, stowed, are fully and accurately described, labeled and/or marked, and that the preparation, packing, stowage, labeling and marking are appropriate to any operations or transactions affecting the Goods and the characteristics of the Goods, (2) the Goods are suitable for transportation in or on the Trailer; and (3) the Trailer is in a suitable condition to carry the Goods loaded therein. Furthermore, if the Goods are being transported through intermodal transportation, Customer warrants that, except to the extent that the Company has accepted instructions and explicitly accepted responsibility with respect to the loading, blocking and bracing of the Goods, (i) the Goods have been packaged, loaded, blocked and braced within the intermodal container in a manner to prevent shifting during intermodal transportation and in accordance with applicable industry standards, including the Intermodal Loading Guide of the Association of American Railroads and the guidelines of the applicable rail Carrier and (ii) the weight of the Goods and the intermodal container/trailer will not exceed applicable weight limitations and will be accurately stated in Customer’s shipping instructions. The Company’s or the Carrier’s acceptance of any shipment will not be a waiver of Customer’s obligation to comply with the foregoing. e. Customer will obtain all necessary permits and authorizations necessary to ship the Goods, including, but not necessarily limited to, export and import licenses and permits, and agrees to comply with all applicable laws, including, but not necessarily limited to, any prohibitions on selling to any person on a U.S. or Canadian export control list. f. Customer agrees to comply with United States, European Union, and United Nations export control and trade sanctions laws and regulations (“Export Control and Trade Sanctions”), to include without limitation the following obligations: (i) Customer warrants that neither it nor its directors, officers, or subsidiaries are designated or sanctioned parties under Export Control and Trade Sanctions; (ii) Customer agrees not to request services in connection with goods, countries, regions, and/or parties subject to Export Control and Trade Sanctions absent government authorization and prior agreement with XPO (regions currently subject to applicable comprehensive embargoes are: Cuba, Iran, Syria, Sudan, North Korea and the Crimea Region of Ukraine); (iii) Customer agrees that Company may refuse to receive, process, or release an order that appears to Company to involve goods, countries, regions, and/or parties subject to Export Control and Trade Sanctions; and (iv) in the case of cross-border transactions for which Company is providing transportation or customs-related services, Customer agrees to provide Company, within a reasonable time before export or entry, with complete and accurate information required by Export Control and Trade Sanctions, including product descriptions, quantities, weights, values, country of origin, harmonized tariff code, export classification, and any required government authorization. 

5. QUOTATIONS AND INVOICING a. The Company will invoice Customer for its Services (including the services it has arranged with a Carrier) in accordance with the rates, charges, and provisions set forth in any Quote provided to Customer or the Service Agreement with Customer, and the Company will also be entitled to impose charges in accordance with the Company’s then current rules and accessorial charges as amended from time to time, which rules and accessorial charges are available on each Company’s website, or upon request. b. If rates are negotiated between the Parties and not otherwise confirmed in writing, such rates will be considered “written,” and will be binding, upon the Company’s invoicing to Customer. c. Quotes are given on the basis of immediate acceptance and are subject to withdrawal or revision. Customer is solely responsible for additional charges such as waiting time, layover, demurrage etc. unless such charges directly arise from the Company’s failure to perform the Services in accordance with Customer instructions and such failure is not excused under these Conditions. d. All Quotes and associated charges do not include any state, county or harmonized sales taxes, or other use or value-added taxes, duties or similar charges, and Customer will be liable for such taxes, duties or charges. e. Rates quoted by the Company do NOT include any fees, charges or duties related to customs, border crossing, or government taxes, unless otherwise stated. Among other charges, shipments crossing borders will be subject to charges for set-outs of railcars, customs inspections, customs duties, delays for incorrect documentation and governmental fees. Generally, the Company will invoice Customer prior to billing from Carriers involved in the shipment. Where additional third party charges have been applied, the Company will review the charges and, if the charges relate to Services provided to or received by Customer, may issue an adjusted invoice to Customer unless such third-party charges have been incurred solely as a result of error or omission on the part of the Company. f. Customer acknowledges that the Company may invoice Customer a different invoice amount than the amount it pays the Carriers. PEBBLE may charge Customer a management fee and pay the Carrier the amount agreed by Customer for the services provided by PEBBLE . g. Customer agrees to pay invoices within the agreed-to credit period without deduction or setoff. If no credit period has otherwise been established, payment is due within thirty (30) days of the date of the Company’s invoice. Customer acknowledges and agrees that the Company may, in the Company’s sole discretion, establish credit limits applicable to Customer, which limits may be revised from time to time in the Company’s sole discretion. The Company will apply payment to the amount due for the specified invoice, regardless of whether there are earlier unpaid invoices. Customer agrees that all overdue invoices will be subject to interest at 2% per month, or 24.0% per annum, on the outstanding balance plus collection costs. h. Customer must notify the Company in writing of any dispute regarding a Company invoice within sixty (60) days of the date of the Company invoice. If Customer fails to timely notify the Company of the dispute, the Company’s original invoice will be deemed to be final, and Customer will be deemed to have accepted such invoice in full and to have waived any and all Claims or defenses to paying such invoice. As a condition precedent to collecting such a Claim, Customer must initiate an arbitration or lawsuit for overcharges, duplicate payment, overcollection or other invoice-related dispute within eighteen (18) months of delivery or tender of delivery of the shipments involved.

 6. COLLECT SHIPMENTS Where Goods are accepted or handled with instructions to collect freight charges, duties, charges or other expenses from the consignee or any other person, Customer will remain responsible for the same if they are not paid by such consignee or other person immediately when due regardless of any contradictory term on the Bill of Lading and regardless of whether Customer or consignor signed a provision which is the same or similar to Section 7 of the Uniform Bill of Lading. Furthermore, in no event will the Company have any liability arising from or related to acceptance of payment in the wrong form, or inadequacy of payment (including, but not limited to, dishonor of payment for any reason such as insufficient funds) or the Consignee’s or other person’s refusal to make payment. 

7. CHANGED CIRCUMSTANCES/FAILURE TO TAKE DELIVERY If events or circumstances, including Customer’s or its consignee’s failure to take delivery, occur that affect performance, the Company will take reasonable steps to obtain Customer’s further instructions. If, for whatever reason, the Company does not receive timely instructions, or the Company, in its sole discretion, determines that compliance with such instructions is impracticable, the Company may: a. arrange for storage of, or store, the Goods at the sole risk and expense of Customer, or b. authorize any Carrier to abandon transportation and make the Goods or any part of them available to Customer at a place that is reasonable under the circumstances. In the event that any shipment is refused or remains unclaimed at destination or any transshipping point in the course of transit or is returned for any reason, Customer will nevertheless pay the Company for all charges and expenses in connection therewith.

8. INSURANCE a. Customer is responsible for maintaining property insurance covering the Goods, both for the Goods and in transit, including loading and unloading. b. Customer may consult an insurance broker to arrange insurance appropriate to Customer’s needs. As an alternative, where the Company agrees to do so, the Company may offer, for an additional cost and through its designated insurance broker, to arrange for shipment-specific cargo policies to be issued in Customer’s name. Following the issuance of any such policy through their insurance underwriter, the Company will have no further duty regarding cargo insurance and no liability for loss of, delay of, or damage to the Goods during transport or storage, whether covered by insurance on the Goods or not, and whether such loss, delay or damage has been caused or contributed to by its negligence or breach of these Conditions, or otherwise. Any coverage on the Goods will be subject to the terms and conditions of the specific policy or policies procured. The Company is not liable if Customer, for any reason whatsoever, fails to recover a loss in whole or in part from the insurer under any applicable policy, even though the premium charged by the insurer may be different from the Company’s charges to Customer. Customer acknowledges and agrees that the Company’s role is limited to facilitating placement of coverage with entities licensed to sell insurance and that the Company is not in the business of selling insurance or insuring risk. 

9. LOSS OR DAM AGE CLAIMS AND LIMITATIONS OF LIABILITY a. Except to the extent otherwise expressly set forth herein, the Company is not liable for any claims for loss or damage to Goods whatsoever except to the limited extent that Customer’s direct damages are directly and proximately caused by the Company’s negligence or willful misconduct. The liability of Company, if any, with respect to any such claim shall be limited in accordance with these Conditions. b. In the event of Claims related to loss, damage and/or delay to Goods, the Company’s sole responsibility under these Conditions where the Company has arranged, whether as an air, surface, or ocean freight forwarder or as a property broker, for a Carrier to perform the Services will be to facilitate settlement or assist in the filing of any such Claim hereunder between Customer and/or owner of the Goods shipped, and the applicable Carrier(s). 

10. INDEMNITY a. Except for Claims for loss or damage to Goods, which are governed by Section  these Conditions, or as otherwise set forth herein, the Company will defend, indemnify and hold Customer, its employees, and agents harmless from and against any and all Claims arising out of the Company’s performance under these Conditions to the extent such Claim is directly and proximately caused by (1) the negligence or intentional misconduct of the Company; (2) the Company’s or its employees’ or agents’ violation of applicable laws or regulations; or (3) the Company’s or its employees’ or agents’ failure to comply with these Conditions, except in each case to the extent such Claim represents consequential, punitive or special damages or is the result of the negligence or other wrongful conduct of the Customer or a Carrier. b. Except for Claims for loss or damage to Goods, which are governed by Section 15 of these Conditions, Customer will defend, indemnify and hold the Company, its employees, and agents harmless from and against any and all Claims arising out of Customer’s acts or omissions where such Claim is caused by (1) the negligence or intentional misconduct of Customer; (2) Customer’s or its employees’ or agents’ violation of applicable laws or regulations; (3) Customer’s or its employees’ or agents’ failure to comply with these Conditions; (4) Customer’s or its employees’ or agents’ failure to comply with obligations imposed by underlying Carriers; or (5) the Company’s compliance with or reliance on Customer’s instructions; except in each case to the extent such Claim represents consequential, punitive or special damages or is the result of the negligence or other wrongful conduct of the Company or a Carrier. c. If Customer or the Company receives a Claim for which the other party is responsible as an indemnifying party, the party receiving the Claim will promptly notify the other party and provide reasonable assistance and information requested in the defense against such Claim. 

11. RIGHT OF DETENTION AND LIEN a. All Goods (and documents relating to Goods) will be subject to a particular and general lien and right of detention for monies owing either in respect of such Goods, or for any particular or general balance or other monies owed, whether then due or not, by Customer, consignor, consignee, or owner of the Goods to the Company. In order to protect its lien, the Company reserves the right, but is not required, to require advance payment of all charges prior to shipment of Goods. b. If outstanding amounts remain unpaid for 28 days after the Company sends notice of the exercise of its rights to Customer by any means of communication reasonable in the circumstances, the Goods may be sold by private contract or otherwise at the sole discretion of the Company, and the net proceeds applied on account of the monies owing. The Company will not be liable for any deficiencies or reduction in value received on the sale of the Goods nor will Customer be relieved from the liability merely because the Goods have been sold. 

12. FORCE MAJEURE Neither the Company nor any Carrier will be liable to Customer for delay or failure to perform the Services during any time in which such performance is prevented by fire, explosion, act of God (including floods, hurricanes, tornadoes, earthquakes, severe weather conditions and natural disasters); strike, lockout or labor shortage or disturbance; war, plagues, pandemics, terrorism, embargo, quarantine, riot, civil disobedience, hijacking or robbery; congestion, derailment or service issues affecting the Carriers; closing or disruptions affecting highways, rail networks, ports, air traffic or other transportation systems; the acts of any Government Authority or customs inspection requirements; acts or omissions of Customer; or any other cause outside of the reasonable control of the Company or the Carrier. The Company will provide notice within a reasonable time to Customer of such delay or inability to perform. 

13. SEVERABILITY In the event that any portion of these Conditions results in a violation of any law, or any provision is determined by a court of competent jurisdiction to be invalid or unenforceable, the Parties agree that such portion or provision will be severable and that the remaining provisions of these Conditions will continue in full force and effect. The representations and obligations of the Parties will survive the termination of these Conditions for any reason. 

14. NON-WAIVER; REMEDIES Delay or failure of either Party to insist upon performance of any of these Conditions, or to exercise any right or privilege herein, or the waiver of any breach of any of the Conditions, will not be construed as waiving any such terms, conditions, provisions, rights, or privileges, but the same will continue and remain in full force and effect as if no forbearance or waiver or delay had occurred. Consent or approval by a Party to any act requiring consent or approval will not be deemed to waive or render unnecessary consent or approval of any subsequent similar act. The Company and Customer hereby waive any and all rights and remedies provided for by Part B of Subtitle IV to Title 49 of the U.S. Code to the extent such rights and remedies conflict with the provisions of these Conditions. The Company’s rights and remedies under these Conditions will be cumulative, and its pursuit of any such right or remedy will not preclude it from pursuing any other available right or remedy. 

15. APPLICABLE LAWS AND JURISDICTION These Conditions will be deemed to have been drawn in accordance with the statutes and laws of the state of Michigan and in the event of any disagreement or dispute, the laws of North Carolina will apply, without regard to its choice or conflict of law rules, and suit must be brought exclusively in North Carolina as each Party specifically submits to the exclusive personal jurisdiction of such courts for disputes involving these Conditions or the Services. 

16. LIMITATION OF ACTIONS Other than Claims for loss, damage or delay to Goods or invoice disputes, any action against the Company, whether such Claim is founded in contract or tort, is waived unless commenced within two (2) years of the date the conduct giving rise to the Claim occurred. Any action to recover for loss or damage to Goods is waived unless commenced (1) in the case of loss or damage occurring during over-the-road transportation, within two years of the date that all or any part of the Claim is denied by the Company or the motor Carrier, (2) in the case of loss or damage occurring during rail transportation, within one year of the date that all or any part of the Claim is denied by the Company or the rail Carrier, (3) in the case of loss or damage occurring during air or ocean transportation; within the time limit set forth in the air or ocean Bill of Lading or other terms and conditions governing such transportation, and (4) in the case of loss or damage occurring during W arehouse Services, no later than the earlier of: (i) nine months after date of delivery by the Company of the Goods to the outbound Carrier or (ii) nine months after Customer is notified that loss or damage to part or all of the Goods has occurred and (5) in the case of loss or damage related to any other source, within two years from the date the loss or damage occurred. With respect to each individual request by Customer for Services, the rights and obligations arising under these Conditions will apply to the particular Company that actually performs the Services requested by Customer. In no event will Customer have any rights against any Company other than the legal entity actually providing such Services. Carrier will seek recourse only against the particular Company that performed the Services for the applicable Goods. Nothing herein will impose any liability or obligation, whether to Customer or to any third party, on the part of any Company other than the particular Company that performs the Services as to which any such liability or obligation relates. IN NO EVENT W ILL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, USE OR OPPORTUNITY, W HETHER OR NOT SUCH DAMAGES W ERE FORESEEN OR UNFORESEEN, AND WHETHER OR NOT THE COMPANY W AS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SERVICES ARE PROVIDED “AS IS”, AND THE COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS RELATING TO THE SERVICES, W HETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED REPRESENTATIONS, W ARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER W ARRANTY OR CONDITION ARISING BY STATUTE, CUSTOM OR USAGE OF TRADE RELATED TO THE SERVICES PROVIDED HEREUNDER.