Known Terms and Conditions

When applicable, additional charges include:

• Overweight Container Permit Fee
• Container Protect Unlimited
• Terminal Handling and security fees, origin and destination
• Wharfage Fees
• Documentation Fees including Bill of Lading Fees (B/L Fee) and Destination Documentation Fee (DDF)
• Low Sulphur Surcharge
• Emergency Risk Surcharge
• Environmental Fuel Fee
• Export Services
• Origin and destination port costs
• Fumigation, vgm, concor, gst tax (if applicable), bank charges, origin customs clearance
• Export Dry Port Surcharge
• Container maintenance fees, carrier security fees
• ISF fees
• AMS Fee $35 Per B/L, if not paid by shipper
• Market Adjustment Factors (MAF), Port Congestion Surcharges, Fuel Surcharges, Bunker Adjustment Factor (BAF) and Emergency Bunker Surcharges (EBS)
• Container Compliance Surcharge, Security Manifestation Documentation Fee, Seal Fees
• Emergency Operations Surcharge (“EOS”)
• Origin Assessorial, Surcharges and Ocean Common Carrier General Rate Increases (“GRIs”)
• Subject to Currency Adjustment Factor (CAF), Security Surcharge, Peak Season Surcharge, Detention and Demurrage, Special Equipment Charges, Chassis Fees
• Rates is valid through NRA Expiration Date. Containers not in-gated by the NRA Expiration Date is subject to price revisions
• Subject to Panama Canal Surcharge
• Subject to Red Sea Surcharge
• Import customs clearance charges not included

US Ocean Trade Lane Services - Terms and Conditions

1. This Negotiated Rate Arrangement (NRA) is issued pursuant to U.S. Federal Maritime Commission (FMC) regulations found at 46 CFR 532.

2. You may accept this NRA by: 1) sending us an email specifying the NRA # above and stating you accept the NRA, 2) signing where indicated and sending the NRA back to us, or 3) booking a shipment(s) after receiving the NRA terms.

3. This Negotiated Rate Arrangement (NRA) is made and concluded between PHANTOM SHIPPING LLC (FMC Org. No. 031795) (herein referred to as “Carrier”), and the NRA Shipper named above, whereby the parties mutually agree as set forth in this NRA. The parties have executed this NRA through their responsible representatives duly authorized as of the dates noted in this NRA. By executing this NRA, the shipper’s representative as named herein hereby certifies he/she is duly authorized by the NRA Shipper to authorize NRA Shipper’s agreement to this NRA.

4. Services provided pursuant to this NRA are subject to Carrier’s governing rules tariff, which is accessible at www.dpiusa.com in compliance with FMC regulations as provided in 46 CFR 532.7.

5. This NRA is assigned a unique NRA number which is shown above.

6. Except as otherwise provided in this NRA, all rates agreed in this NRA are subject to surcharges and assessorials as published in Carrier’s governing tariff rules. NRA is also subject to surcharges and assessorials found in the underlying VOCC / Ocean Carrier’s tariff rules in accordance with FMC ruling 520.7(a)(3)(iv). The surcharges and assessorials that will be applied to each NRA are those that are in effect as of the date the first shipment under each NRA is received by Carrier, and such surcharges and assessorials shall remain fixed at that level for the period the NRA is in effect, except when NRAs note third-party surcharges which will apply on a pass-through basis. Verification of pass-through charges can be provided upon request.

7. The NRA shipper and Carrier agree that the shipper’s identity, the rates, charges, terms and conditions offered and/or agreed in an NRA shall be kept confidential from any other shipper or carrier. Any breach of this confidentiality agreement may give rise to a cause of action for actual damages proven to result from such breach of confidentiality.

8. THE SHIPPER’S BOOKING OF CARGO AFTER RECEIVING THE TERMS OF THIS NRA OR NRA AMENDMENT CONSTITUTES ACCEPTANCE OF THE RATES AND TERMS OF THIS NRA OR NRA AMENDMENT.

9. The NRA is effective for this shipment only and final price is subject to the final weight and measurement by Carrier.

10. Cargo must be within the legal weight limit allowed by the underlying ocean carrier.

11. Customer warrants and represents that it shall not tender or cause to be tendered to Carrier any Hazardous Materials or Dangerous Goods (“DG”) without notifying Carrier in writing of the existence of such DG and calling to Carrier’s attention the hazardous nature of any such commodity prior to such tender. Carrier shall have no obligation to accept such DG for handling and shall have the right, in its sole discretion, to refuse to perform any services with respect to such DG. In the event that Carrier, in its sole discretion, should decide to handle such DG, customer acknowledges that additional charges may apply.

12. Carrier may pass through charges from underlying ocean common carriers to the relevant shipper at cost (hereinafter referred to as “Pass through charges”) in compliance with FMC regulations as provided in 46 CFR 520.7(h).

13. Carrier may pass through charges from underlying ocean common carriers to the relevant shipper at cost (hereinafter referred to as “Pass Through Charges”) in compliance with FMC regulations as provided in 46 CFR 520.7(a)(3)(iv).

PHANTOM SHIPPING LLC - PROPERTY BROKER TERMS AND CONDITIONS OF SERVICE

Phantom Shipping LLC (hereinafter “Company”) is a licensed property broker as defined by 49 U.S.C. § 13102(2) operating under FMCSA MC No. 1595373. The Company only undertakes to arrange for the transportation of shipments on behalf of its customers (“Customer”). The Company may arrange for independent, properly licensed motor carriers (including drayage and intermodal motor carriers), rail intermodal providers, ocean terminals and port operators, chassis pools and container yards, properly licensed property brokers, third-party facilities providing cross-docking, transloading, re-palletization, incidental labeling, or other short-dwell handling services incidental to the transportation of Goods, ocean carriers and vessel-operating common carriers, and other independent transportation intermediaries to perform or effectuate the transportation services and related services requested by the Customer. Such parties are referred to collectively herein as “Third Parties.” The Terms and Conditions of Service set forth herein govern the terms under which the Company shall provide brokerage and related transportation services for any shipment that originates in, travels through, or is to be delivered in the United States.

1. Company as Independent Contractor. The Company is authorized to act on behalf of the Customer in order to effectuate the performance of transportation services by Third Parties as set forth in paragraph 3. 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. At all times, the Company acts as an independent contractor, and not as an agent, joint venturer or partner of the Customer.

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 the Customer. All suits against the Company must be filed and properly served on the 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 the Company shall arrange for Third Parties to perform or effectuate the transportation and related services required by the Customer. Such Third Parties shall be duly authorized to transport, or arrange for transportation of, such shipments pursuant to all applicable regulatory authority. It is understood and agreed that the Third Parties are independent contractors of the Company who have and retain the exclusive control over their respective drivers and employees, and such Third Parties are not agents, employees or authorized representatives of the Company, or its employees, agents and affiliated entities. Unless services are performed by persons or firms engaged pursuant to express written instructions from the Customer (see paragraph 11, below), the 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 Third Party shall 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. The Company does not assume responsibility or liability for any actions(s) and/or inaction(s) of any Third Party and/or its agents. The 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 related in any way to the acts or omissions of a Third Party shall be brought solely against such Third Party and/or its agents. If the Customer submits a claim to a Third Party, then the Company shall cooperate with the Customer to support Customer’s efforts to recover, provided, however, that the Customer shall be liable for any charges or costs incurred by the Company.

4. Accepting Third Party Terms and 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 from Third Parties only upon specific written instructions from the Customer. The Customer must agree in writing to pay any additional charges associated with the Customer’s declaration of the higher value. Customer expressly acknowledges that there is a distinction between excess valuation coverage, which increases the legal liability amount of the Third Party beyond its standard released value, and a request for insurance, which is a contract of indemnity issued by a licensed insurance company (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 refuses to agree to a higher declared value, the Company, at its sole discretion, may arrange for a Third Party to transport or effectuate transportation subject to that Third Party’s limitations of liability and/or terms and conditions of service.

5. Insurance. (a) First Party Cargo Insurance. The Customer is responsible for insuring its own Goods against loss or damage during transit, handling, and any Third Party activities arranged by the Company. The Company is not the Customer’s cargo insurer and does not assume any such role under these Terms and Conditions of Service. The Company or its affiliate will procure first-party cargo insurance on Customer’s behalf when the Customer accepts a quote that includes charges for first-party cargo insurance, or the Customer otherwise indicates in writing that it desires to insure its goods while they are in transit. The Customer shall pay all premiums and costs associated with procuring first-party cargo insurance. (b) Third-Party Liability Insurance. Unless otherwise agreed in writing, the Third Parties who perform or effectuate the performance of the transportation, handling, or related services shall be contractually obligated to maintain liability insurance covering the loss of or damage to cargo in the amount of $100,000 (or, for Third Party facilities providing handling services, warehouse operator’s legal liability insurance with limits not less than the declared value of Goods on hand or $500,000 per occurrence, whichever is greater); provided, however, that the Company shall not be responsible for any Third Party’s failure to maintain such liability insurance or for the accuracy of any documentation that a Third Party furnishes to Company or Customer evidencing said liability insurance coverage. The fact that a Third Party maintains cargo liability insurance in any amount does not mean that such Third Party accepts financial responsibility for cargo loss or damage up to the limits of its cargo liability insurance. Rather, a Third Party may limit its liability to a level below the limits of its cargo liability insurance. Where Third Party facilities provide handling services for Customer’s Goods, the Company will request that the facility name the Company and the Customer as additional insureds on its Warehouse Legal Liability coverage, with primary and non-contributory wording and waiver of subrogation in favor of the Company and the Customer, where commercially available. The Company makes no representation or warranty that any Third Party will agree to such terms, and the Company shall not be liable for the failure of any Third Party to do so.

6. Disclaimers and the Company’s Limitation of Liability. Except as specifically set forth herein, the Company makes no express or implied warranties in connection with its services as a property broker and any and all warranties, whether statutory, express or implied are hereby deemed waived and specifically disclaimed. Subject to the terms below, the Customer agrees that in connection with any and all services performed by the Company pursuant to these Terms and Conditions of Service, the Company shall only be liable when its negligent acts are the direct and proximate cause of an injury to Customer, and in no event shall the Company ever be liable for the acts of Third Parties. Subject to the foregoing, the Company’s liability for any loss or damage sustained by the Customer shall be limited to $50.00 per shipment or transaction, regardless of the amount of losses or damages claimed by the Customer. This limitation shall apply to any claim made against the Company, including but not limited to, claims for loss or damage to goods, documentary error(s), mis-delivery, theft, tender to unauthorized parties, or any act or omission or other cause resulting from the negligence or other fault of the Company. In addition, and independent of any other limitation set forth herein, in no event shall the Company be liable in any way for consequential, indirect, incidental, statutory or punitive damages allegedly sustained by the Customer, regardless of whether the Company has been put on notice of the possibility of such damages. Without limiting the foregoing sentence, and for the avoidance of any doubt, it is agreed that the Company shall not be liable to the Customer for any losses, expenses, costs, or damages arising or related to any delay in the pickup, transportation or delivery of any goods or any delay in the performance of any services provided hereunder. In addition, 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, but not limited to, 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, pandemic or epidemic or any other force majeure event.

7. Inapplicability of Carmack Amendment. The Customer agrees and understands that the Company is at all times acting as a property broker, and that the Carmack Amendment to the Interstate Commerce Act (as amended), 49 U.S.C. § 14706, does not apply to property brokers. If a court of competent jurisdiction determines that Company is acting in a capacity other than that of a property broker, then, pursuant to 49 U.S.C. § 14101(b), Customer or any other intended beneficiary of the services provided by the Company, hereby specifically and expressly waives any rights arising under the Carmack Amendment, to opt out of the application of the Carmack Amendment to any claims against the Company, and that these Terms and Conditions of Service alone shall govern such claims.

8. Packing, Marking, and Cargo Disclosure. (a) Packing and Marking. All shipments tendered by the Customer must be prepared and packaged to ensure safe ground transportation. By tendering a shipment to any motor carrier, the 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 the Company or a Third Party of the possibility of damage from ordinary handling. The Customer shall in every instance give The Company written notice whenever a shipment contains “hazardous materials” as that term is defined in 49 C.F.R. § 171, et. seq, or goods pose an inherent danger during transit. The Customer agrees to indemnify and hold the Company harmless for any loss, injury, death or damage, including all expenses and attorney’s fees, that the Company suffers as a result of the Customer’s failure to disclose such information. (b) High-Value and Restricted Commodity Disclosure. Customer shall give the Company written notice prior to tender of any shipment containing or consisting of: (i) electronics including computer chips, CPUs, laptops, mobile phones, tablets, gaming devices, or audio-video equipment; (ii) pharmaceuticals or medical devices; (iii) alcohol valued in excess of $25 per bottle, or tobacco; (iv) lithium batteries or lithium-battery-containing devices; (v) time-sensitive documents; (vi) bulk cargoes; or (vii) any commodity the Customer knows or has reason to know carries a heightened risk of theft, damage, or regulatory restriction. Customer agrees to indemnify and hold the Company harmless from any loss, damage, fines, or penalties resulting from Customer’s failure to provide such notice. The Company may decline to arrange transportation of any such shipment in its sole discretion.

9. Charges, Costs of Collection, and Pass-Through Charges. (a) Charges and Costs of Collection. The Customer agrees to pay the Company for all services at the rates communicated by the Company from time to time, including, but not limited to, accessorial charges per the Company’s Quote. The Customer shall pay all freight and accessorial charges in full, without any reduction based upon an alleged offset, counterclaim or other deduction. Full payment of freight and accessorial charges shall be a condition precedent to the Customer’s right to assert an offset, counterclaim or other deduction. The Customer must contest/dispute any freight or accessorial charges in writing within 30 days of its receipt of an invoice that includes the contested charges. In any dispute involving monies owed to the Company, the Company shall be entitled to recover all of its costs of collection, including reasonable attorney’s fees. (b) Pass-Through Charges. Customer is solely responsible for, and shall pay or reimburse the Company for, all detention, demurrage, per diem, chassis usage, container yard storage, free-time-expiration, terminal accessorial, and similar charges assessed by ocean carriers, motor carriers, port terminals, intermodal facilities, chassis pools, or transload facilities, including any such charges arising from delays caused by Customer, consignor, consignee, customs hold, cargo-disposition decisions, or facility-side dwell. Such charges are not subject to the dispute provisions of §9(a) where supported by third-party documentation.

10. Overcharge, Duplicate Payment and Over-Collection Claims. Any overcharge, duplicate payment or over-collection claim made by the Customer must be filed, in writing, with the Company within 180 days from the date of the Company’s invoice. The Company shall present any invoices for undercharges to the Customer within 180 days of the Company’s initial invoice.

11. Merchant Haulage. If the Customer specifies that a particular Third Party shall conduct or effectuate transportation and related services, then it is agreed and understood that the Company shall not be acting as a property broker, but instead shall be providing only administrative services to the Customer. In such situations, the Customer agrees that the Company shall have no liability of any kind for the selection of the Third Party and that the Company shall have no liability for any losses caused by the acts or omissions of such Third Parties. Customer agrees the Company is not liable for any loss or damage of property.

12. No Modification or Amendment Unless Written. These Terms and Conditions of Service may only be modified, altered or amended in writing signed by both the Customer and the Company. Any attempt to unilaterally modify, alter or amend these Terms and Conditions of Service except as specified in this paragraph shall be null and void.

13. Severability. If any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then the remaining provisions of these Terms and Conditions of Service shall remain in full force and effect. The 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.

14. Governing Law; Consent to Jurisdiction and Venue. Except as otherwise expressly stated herein, these Terms and Conditions of Service and the relationship of the parties shall be construed according to the laws of the State of Texas, without giving consideration to principles of conflict of law. The Customer and the Company irrevocably consent to being subject to the personal jurisdiction in the jurisdiction of the United States District Court for the Northern District of Texas and the State courts of Dallas County, Texas, and each agrees that any action relating to the services performed by the Company shall only be brought in said courts.

15. Cross-Docking, Transloading, and Incidental Handling. In the course of arranging multi-modal, consolidated, or efficient transportation, Goods may be handled at a Third Party facility for cross-docking, transloading, re-palletization, incidental labeling, or other short-dwell activities incidental to transit. The Company may arrange for such services as part of its brokerage role. Any such handling shall be performed by a Third Party, not by the Company. The Company is not, and shall not be deemed to be, a warehouse operator, warehouseman, bailee, or inventory custodian with respect to Goods at any such facility, regardless of whether the Company arranged the facility or another party did. No course of dealing, course of performance, or operation of law shall create or imply any bailment, warehouse-operator, or custodial role on the part of the Company. The provisions of Paragraphs 1, 3, 4, 5, and 6 shall apply with equal force to Third Parties providing such services. The Company shall have no liability for any loss, damage, delay, or other claim arising from the acts or omissions of any such Third Party facility, nor for the suitability of any such facility for Customer’s Goods. This Paragraph 15 shall not be construed to expand the Company’s services beyond those of a licensed property broker and other transportation intermediary roles for which it is licensed. Where Goods are handled at a Third Party facility, Customer’s recourse for loss, damage, or delay occurring at or arising from the facility shall lie against (i) the facility’s warehouse legal liability insurer, (ii) the originating motor carrier under 49 U.S.C. § 14706 where applicable, and (iii) any party that has agreed to indemnify the facility’s acts to the Company. The Company shall reasonably cooperate with Customer’s pursuit of such recourse at Customer’s cost.

16. Subrogation. Nothing in these Terms and Conditions of Service waives or impairs the Company’s insurers’ or the Customer’s insurers’ rights of subrogation against any responsible third party. Any release, indemnity, or limitation of liability herein is subject to, and does not extend to, subrogated claims pursued by or on behalf of either party’s insurers. Each party shall reasonably cooperate with the other’s insurers in the investigation, adjustment, and pursuit of subrogated claims.

17. Insurance Compliance. The Customer shall not request, require, or direct the Company to undertake any activity or assume any obligation that would cause the Company to operate outside the scope of its licensed operations or outside the coverage of its transportation and brokerage insurance policies. The Customer acknowledges that the Company’s pricing and service offering are predicated on its standard operational scope.