Freight Broker Terms and Conditions of Service

It is expressly acknowledged and agreed that, in fulfilling its obligations under these Terms and Conditions, the Company acts solely as an intermediary and shall arrange for third parties ("Third Parties") to perform or facilitate the transportation and related services requested by the Customer. Such Third Parties shall be duly authorized under all applicable laws and regulations to transport or arrange for the transportation of shipments.

The Company expressly disclaims any and all responsibility or liability for any act, omission, negligence, or misconduct by any Third Party or its agents. The Company shall not be liable for any loss, damage, delay, or failure of performance of any kind that occurs while a shipment is in the custody, control, or possession of a Third Party or its agents. Any claims arising out of or relating to the acts or omissions of a Third Party must be brought solely against such Third Party and/or its agents.

Except as expressly provided herein, the Company makes no representations or warranties of any kind, whether express, implied, or statutory, with respect to the services it provides in its capacity as a property broker. All such warranties, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or arising under statute or common law, are hereby expressly disclaimed and waived to the fullest extent permitted by applicable law.

Subject to the provisions set forth herein, the Customer agrees that the Company shall only be liable for loss or damage resulting directly and proximately from its own negligent acts or omissions. Under no circumstances shall the Company be held liable for the actions or omissions of any third parties, including but not limited to motor carriers or subcontractors. Notwithstanding anything to the contrary contained herein, the Company's total liability for any loss, damage, or claim arising out of or related to any single shipment or transaction shall in no event exceed fifty U.S. dollars (US $50.00), regardless of the nature or amount of the loss or damage alleged.

In addition to the foregoing, and irrespective of the cause, the Company shall not be liable for any consequential, incidental, indirect, exemplary, statutory, or punitive damages, including without limitation loss of profits, loss of business, or loss of goodwill, even if the Company has been advised of the possibility of such damages. For the avoidance of doubt, the Company shall have no liability whatsoever for any delay in the pickup, transportation, or delivery of any goods, or for any delay in the performance of any services provided under these Terms and Conditions.

Moreover, the Company shall not be responsible for any failure or delay in performing its obligations hereunder, or for any interruption in its operations, where such failure, delay, or interruption results from causes beyond its reasonable control, including but not limited to strikes, lockouts, labor disputes, utility or transportation network failures, acts of God, acts of war, terrorism, riots, civil unrest, governmental regulations or orders, mechanical failures, fires, floods, storms, pandemics, epidemics, or any other force majeure event.

All shipments tendered by the Customer must be properly prepared, packaged, and secured in a manner that ensures their safe handling and transportation via ground motor carrier services. By tendering a shipment to the Company or any third-party motor carrier, the Customer expressly warrants and certifies that such shipment has been packaged to withstand the ordinary rigors and risks associated with truck transportation. Each package must be clearly and legibly marked prior to being tendered for transport. Any item that may be susceptible to damage from normal handling must be adequately packaged and labeled in a manner that reasonably notifies the Company and/or any Third Party of the potential for such damage.

The Customer is required, in all instances, to provide the Company with advance written notice if any shipment contains hazardous materials, as defined under 49 C.F.R. Section 171 et seq., or otherwise includes goods that present an inherent risk to health, safety, or property during transportation. The Customer shall defend, indemnify, and hold the Company harmless from and against any and all liabilities, losses, damages, injuries, claims, costs, or expenses (including reasonable attorneys' fees) arising out of or related to the Customer's failure to properly package, label, or disclose the presence of hazardous materials or inherently dangerous goods in any shipment.

The Customer agrees to pay the Company all charges for services rendered at the rates provided or otherwise communicated by the Company from time to time, including, without limitation, any applicable accessorial charges as set forth in the Company's Standard Trucking Accessorial Rate Sheet, which shall be made available to the Customer upon request. All freight and accessorial charges shall be paid in full without deduction, offset, counterclaim, or withholding of any kind. Full and timely payment of all such charges shall be a condition precedent to the Customer's right to assert any offset, counterclaim, or other credit or deduction.

Any dispute or objection to freight or accessorial charges must be submitted in writing by the Customer within thirty (30) days of the Customer's receipt of the relevant invoice. Failure to provide timely written notice of dispute shall constitute a waiver of any such claim. In the event of any dispute concerning amounts owed to the Company, the Company shall be entitled to recover all reasonable costs and expenses of collection, including, but not limited to, attorneys' fees and court costs. Interest shall accrue on any past due amounts in accordance with the Company's standard Payment Terms and Conditions, or, where applicable, pursuant to the terms of any written agreement executed between the Company and the Customer.

In the event that any shipment originates in, is destined for, or at any point transits through the United Mexican States ("Mexico"), any loss of or damage to the cargo shall be presumed to have occurred within Mexico, unless the Customer produces clear and convincing evidence to the contrary. For any cargo loss or damage occurring within the territory of Mexico, within a designated Mexican border commercial zone, or for any claim determined to be governed by the laws of Mexico, the liability of the Company and any Third Party shall be limited in accordance with the applicable liability limits established under Mexican law at the time the claim arises. As of the effective date of these Terms and Conditions, such liability is limited to an amount not to exceed fifteen (15) times the then-current Unit of Measure and Update (UMA) as published in the Mexican Federal Gazette, per metric ton of affected cargo, or a proportionate amount for shipments weighing less than one metric ton.

The liability of a Third Party (but not the Company) may be increased only if each of the following conditions is satisfied: (i) no less than seventy-two (72) hours prior to the scheduled pickup time, the Customer declares a specific cargo value in writing for the express purpose of increasing the applicable liability limit; (ii) the relevant Third Party expressly agrees in writing to accept a higher liability cap, which may be equal to or less than the declared value; and (iii) the Customer agrees in writing to pay the quoted charge associated with the increased liability limit.

The Customer acknowledges that for all transportation services performed within Mexico, the Mexican carrier is required by applicable regulations to issue a Complemento Carta Porte (Complement Bill of Lading) and related tax documentation prior to the commencement of each shipment. The Customer agrees to timely provide all information requested by the Company for the issuance of such documentation. The Customer further agrees to be solely responsible for classifying the cargo in accordance with the catalog published by the Mexican Tax Administration Service (SAT), and to transmit the proper classification to the Company. In the event of any changes to the classification, the Customer must notify the Company in writing no less than three (3) calendar days prior to the scheduled shipment.

In addition, the Customer acknowledges that any change initiated by the Customer — including changes to route, destination, cargo quantity, weight, classification, assigned operator, and/or vehicle — shall require the issuance of a new Complement Bill of Lading. Accordingly, the Customer agrees to provide the updated information to the Company at least three (3) calendar days prior to the shipment and to pay any additional charges that may arise as a result of such changes. The Customer understands and agrees that failure to provide the required information will preclude the transportation of the cargo within Mexico.

Because the Complement Bill of Lading is issued based on information provided by the Customer, the Company disclaims any responsibility for the truthfulness, completeness, or accuracy of such information. The Company shall not be liable for any failure, delay, error, omission, damage, loss, or seizure of the cargo that is directly or indirectly caused by inaccurate, incomplete, or falsified information provided by the Customer. The Customer agrees to indemnify, defend, and hold harmless the Company from and against any and all claims, fines, penalties, losses, liabilities, or expenses (including attorneys' fees) arising from or in connection with the information provided for the issuance of the Complement Bill of Lading.