Términos y condiciones de SOLO

Los Términos y Condiciones de la Orden de Compra de SOLO garantizan la transparencia, la equidad en las transacciones y el cumplimiento normativo. Definen expectativas, responsabilidades y políticas para proteger a ambas partes, fomentando relaciones sólidas y profesionales, y procesos de adquisición eficientes.

Términos clave

Órdenes de compra

Las Políticas de Órdenes de Compra de SOLO establecen directrices claras para las compras, garantizando la precisión, el cumplimiento normativo y la eficiencia. Definen los términos, las responsabilidades y las expectativas para optimizar las compras y construir relaciones comerciales sólidas y confiables.

Condiciones de pago

Las Políticas de Condiciones de Pago de SOLO ofrecen directrices claras sobre facturación, calendarios de pago y cumplimiento normativo. Garantizan la transparencia, transacciones puntuales y acuerdos justos, fomentando la confianza y unas relaciones financieras sólidas con socios y proveedores.

Descargo de responsabilidad

Las Políticas de Descargo de Responsabilidad de SOLO describen las limitaciones de responsabilidad, las garantías de precisión y las pautas de uso. Garantizan la transparencia, aclaran las responsabilidades y protegen a ambas partes, manteniendo la confianza y el profesionalismo en todas las interacciones comerciales.

Cotizaciones y facturas

Las Políticas de Cotizaciones y Facturación de SOLO garantizan precios claros, una facturación precisa y transacciones fluidas. Definen términos, expectativas y requisitos de cumplimiento, fomentando la transparencia y la eficiencia en las transacciones financieras con clientes y socios.

TÉRMINOS Y CONDICIONES DE LA ORDEN DE COMPRA

3,949 / 5,000

1. DEFINICIONES. El Comprador se referirá a SOLO World Partners LLC. y el Vendedor se referirá a cualquier Vendedor de SOLO World Partners LLC. 2. PRECIO. Esta es una orden de precio firme. 3. CONDICIONES DE PAGO. Las facturas no deberán tener una fecha anterior a la fecha de envío o prestación del servicio. El Comprador pagará las facturas según los términos mencionados en la Orden de Compra a partir de la fecha de la factura, previa entrega y aceptación por parte del Comprador y/o tras la resolución de cualquier discrepancia aplicable. 4. ANEXOS. Los documentos designados por el Comprador en el cuerpo de la Orden de Compra, incluidos los términos y condiciones complementarios, si los hubiera, se incorporan por referencia tal como si se establecieran en su totalidad en la misma. 5. CAMBIOS. El Comprador se reserva el derecho, en cualquier momento, de emitir una orden de cambio o enmienda por escrito a la Orden de Compra en relación con cualquiera de los siguientes aspectos: (a) especificaciones, planos y datos incorporados en la Orden de Compra cuando los artículos a suministrar se fabriquen especialmente para el Comprador; (b) cantidad; (c) métodos de envío del embalaje, (d) lugar de entrega, (e) hora de entrega; o (f) cualquier otro asunto que afecte a esta Orden de Compra. 6. RESCISIÓN. El Comprador podrá rescindir la Orden de Compra por conveniencia, total o parcialmente, en cualquier momento antes del envío mediante notificación (escrita o electrónica) al Vendedor. Tras recibir dicha notificación de rescisión, el Vendedor deberá cumplir con prontitud las instrucciones contenidas en ella y, según sea necesario, (a) tomar las medidas necesarias para terminar el trabajo según lo dispuesto en la notificación, minimizando los costos y las responsabilidades por el trabajo rescindido, y (b) continuar la ejecución de cualquier parte del trabajo no rescindido por el Comprador. 7. CESIÓN. El Vendedor no podrá ceder, transferir ni subcontratar esta Orden de Compra ni ningún derecho u obligación en virtud de la misma sin el consentimiento por escrito del Comprador. 8. DEMORA EXCUSABLE. Incendios, inundaciones, huelgas, accidentes, escasez u otras causas ajenas al control razonable de las partes, que impidan al Vendedor entregar o al Comprador recibir cualquiera de los bienes y servicios contemplados en la Orden de Compra, suspenderán las entregas hasta que se subsane la causa, sujeto, no obstante, al derecho del Comprador de rescindir el contrato por conveniencia según el Párrafo 5. 9. EMBALAJE, LISTA DE EMBALAJE Y CONOCIMIENTO DE EMBARQUE. El Vendedor será responsable del correcto embalaje, la carga y el amarre para evitar daños durante el transporte. El peso y/o recuento indicados por el Comprador se aceptarán como definitivos y concluyentes para todos los envíos que no vayan acompañados de una lista de embalaje. 10. INSPECCIÓN. Todos los bienes y servicios suministrados en virtud del presente documento estarán sujetos a inspección y pruebas por parte del Comprador en todo momento y lugar, y estarán sujetos a la inspección y aprobación final del Comprador dentro de un plazo razonable tras la entrega. Para facilitar la inspección y aprobación del Comprador, este podrá solicitar al Vendedor un Certificado de Conformidad, Informes de Pruebas y/o una aprobación de aeronavegabilidad. El Comprador podrá rechazar bienes y servicios que no se ajusten a sus instrucciones, especificaciones, planos, datos o a la garantía del Vendedor (expresa o implícita), o por entrega inoportuna. El Comprador podrá devolver los bienes rechazados al Vendedor a expensas de este, sin que este tenga ninguna otra obligación con respecto a dichos bienes. El pago de cualquier bien o servicio no se considerará aceptación y, en ningún caso, el Comprador incurrirá en responsabilidad alguna por el pago de los bienes o servicios rechazados. 11. GARANTÍAS. Al aceptar esta Orden de Compra, el Vendedor garantiza que los bienes y servicios suministrados estarán libres de defectos de materiales y mano de obra, serán comercializables y se ajustarán plenamente a las especificaciones, planos y datos del Comprador, así como a las descripciones, promesas o muestras del Vendedor, y que dichos bienes serán aptos para el uso previsto por el Comprador, siempre que el Vendedor tenga conocimiento fundado de dicho uso, y que el Vendedor transferirá la propiedad de los bienes, libre de toda carga, reclamación o gravamen. A solicitud del Comprador, el Vendedor deberá proporcionarle una renuncia o liberación formal de todos los gravámenes por parte del Comprador y/o los Vendedores del Comprador.

12. TÍTULO; RIESGO DE PÉRDIDA. El título pasará al Comprador una vez que este reciba y acepte la mercancía en destino. El riesgo de pérdida de toda la mercancía recaerá en el Vendedor hasta su recepción y aceptación en destino, salvo que se especifique lo contrario en esta Orden de Compra, salvo que se trate de pérdidas ocasionadas por negligencia grave o dolo del Comprador o de su cliente.
13. CONFIDENCIALIDAD; USO LIMITADO. Salvo acuerdo en contrario por escrito del Comprador, el Vendedor mantendrá la confidencialidad y no divulgará a terceros ningún material confidencial o de propiedad exclusiva que el Comprador le haya proporcionado en relación con la ejecución de esta Orden de Compra o que haya preparado específicamente para el Comprador en virtud de esta Orden de Compra, incluyendo, entre otros, planos, patrones, software, especificaciones, materias primas, componentes, datos, información o planes comerciales, listas de clientes u otra información del cliente («Información Confidencial»). El Vendedor no realizará copias de la Información Confidencial, salvo que el Comprador lo autorice específicamente por escrito. Al finalizar esta Orden de Compra, o a solicitud del Comprador, el Vendedor deberá devolverle sin demora toda la Información Confidencial no utilizada en la ejecución de esta Orden de Compra, junto con cualquier copia que posea. El Vendedor utilizará la Información Confidencial únicamente para la ejecución de esta Orden de Compra para el Comprador, y no utilizará, directa o indirectamente, sin el consentimiento por escrito del Comprador, la Información Confidencial derivada de la misma en la prestación de servicios o el suministro de bienes a otro cliente del Vendedor, ni a ninguna otra persona o entidad.
14. RESOLUCIÓN DE CONFLICTOS O INCONSISTENCIAS QUE SE PRODUZCAN EN LA ORDEN. Es responsabilidad del Vendedor cumplir con esta Orden de Compra y todos los documentos referenciados, y aclarar con el Comprador cualquier inconsistencia o conflicto en cualquier parte de la Orden de Compra o de los documentos referenciados. Si el Vendedor no se pone en contacto con el Comprador para resolver los conflictos o inconsistencias, será el único responsable de los errores resultantes de dichos conflictos o inconsistencias. Cuando se hagan referencias a documentos, se aplicará la versión vigente al momento de realizar el pedido. 15. SE APLICAN LOS TÉRMINOS Y CONDICIONES DEL COMPRADOR. La confirmación de la Orden de Compra, el envío de cualquier mercancía o el inicio del trabajo conforme a la Orden de Compra se considerarán como una aceptación de estos Términos y Condiciones Generales. Ninguna modificación ni exención de esta Orden de Compra será vinculante a menos que las partes lo acuerden por escrito y se etiqueten específicamente como modificación o exención. Salvo acuerdo específico entre el Comprador y el Vendedor, estos términos y condiciones prevalecen sobre cualquier otro presentado por el Vendedor en cualquier propuesta o confirmación.

16. CARGOS ADICIONALES. No se permitirán cargos por extras, acarreo, embalaje o almacenamiento a menos que el Comprador los haya acordado por escrito. Toda mercancía debe enviarse de acuerdo con las instrucciones de envío del Comprador; de lo contrario, la diferencia en la tarifa de flete se cobrará al Vendedor.

17. SUSTITUCIONES. No se podrá realizar ninguna sustitución de materiales o accesorios sin la autorización por escrito del Comprador.

18. TRABAJOS REALIZADOS EN LAS INSTALACIONES DEL CLIENTE DEL COMPRADOR. Si el trabajo del Vendedor, según la Orden de Compra, implica operaciones en las instalaciones del Comprador o de uno de sus clientes, el Vendedor tomará todas las precauciones necesarias y las precauciones adicionales que el Comprador o su cliente puedan prescribir para evitar lesiones personales o materiales durante el desarrollo de dicho trabajo y, salvo que dichas lesiones se deban única y directamente a la negligencia del Comprador o de su cliente, indemnizará al Comprador frente a todas las reclamaciones, responsabilidad civil y seguro de compensación que protejan al Comprador y a su cliente de dichos riesgos y de cualquier reclamación en virtud de las leyes aplicables de compensación laboral y enfermedades profesionales.
19. INDEMNIZACIÓN. El Vendedor se compromete a indemnizar, defender y eximir de responsabilidad al Comprador por toda pérdida, daño, responsabilidad, acción, sentencia, coste y gasto (incluidos, entre otros, honorarios razonables de abogados y otros gastos de litigio) sufridos, incurridos o reclamados por o contra el Comprador (a) por incumplimiento de la garantía por parte del Vendedor, (b) por incumplimiento por parte del Vendedor de cualquier término de esta Orden de Compra, o (c) por lesiones personales, incluida la muerte, o daños materiales sufridos por un tercero, resultantes o derivados de un acto u omisión del Vendedor, o de sus agentes, empleados o contratistas en cumplimiento de esta Orden de Compra.
20. RECURSOS ACUMULATIVOS; RENUNCIAS; SUPERVIVENCIA O GARANTÍAS. Los recursos aquí reservados al Comprador serán acumulativos y adicionales a cualquier otro recurso adicional previsto en derecho o equidad. Ninguna renuncia por parte del Comprador a cualquier término o condición de esta Orden de Compra se interpretará como una renuncia permanente a un subtérmino o condición. Las garantías del Vendedor sobrevivirán a la finalización o cancelación de esta Orden de Compra.

21. LEY APLICABLE. Esta Orden de Compra se regirá por las leyes del Estado de Michigan, EE. UU., salvo por sus disposiciones relativas a los principios de conflicto de leyes y en la medida en que sea aplicable la legislación federal. Cualquier acción judicial derivada de esta Orden de Compra se sustanciará en el Condado de Wayne, Michigan, EE. UU., en un tribunal federal o estatal, según corresponda.
22. IGUALDAD DE OPORTUNIDADES EN EL EMPLEO / CUMPLIMIENTO DE LA ACCIÓN AFIRMATIVA. El Vendedor deberá cumplir con todos los Programas de Igualdad de Oportunidades en el Empleo y Acción Afirmativa aplicables, y en particular con la Orden Ejecutiva 11246 y todas las leyes y normativas de derechos civiles aplicables.
23. “BIENES” Y “SERVICIOS”. El término “bienes”, tal como se utiliza en el presente documento, se refiere a todos los materiales, piezas, productos, máquinas, herramientas, equipos de prueba, datos técnicos, software informático, documentación de software informático y otros elementos tangibles o información documental proporcionados o que el Vendedor deba proporcionar en virtud de esta orden. El término "servicios" se refiere a toda asistencia técnica, soporte, mantenimiento, consultoría, obra de construcción y demás esfuerzos prestados o requeridos por el Vendedor en virtud de esta orden, excepto la mano de obra relacionada con la producción de bienes.
24. ACUERDO COMPLETO. Salvo que sea sustituido por un acuerdo específico firmado entre el Comprador y el Vendedor, este acuerdo incluirá la Orden de Compra, estos Términos y Condiciones Generales y todos los anexos a los que se haga referencia en la Orden de Compra o en los Términos y Condiciones Generales, y constituirá el acuerdo completo entre las partes con respecto al objeto del presente. Todas las demás declaraciones, garantías, convenios o acuerdos, anteriores o contemporáneos, entre el Vendedor y el Comprador, o sus representantes, con respecto al objeto del presente, quedan sustituidos por la presente. El término "Orden de Compra", tal como se utiliza en el presente documento, se refiere a la primera página y a las siguientes páginas del formulario de Orden de Compra completado por el Comprador, incluyendo cualquier disposición especial contenida en el mismo. Este acuerdo no podrá modificarse excepto por acuerdo mutuo por escrito de las partes.
25. CLÁUSULAS ADICIONALES. El Vendedor notificará al Comprador sobre cualquier material no conforme antes de su envío y obtendrá su aprobación por escrito antes de enviar cualquier material no conforme conocido. El Vendedor notificará al Comprador sobre cualquier cambio en las definiciones del producto o proceso y, cuando sea necesario, obtendrá su aprobación previa por escrito, así como sobre cualquier cambio en la ubicación del fabricante o de las instalaciones de fabricación. El Vendedor permitirá el acceso a las instalaciones y a los registros pertinentes al personal del Comprador, a los clientes de SOLO World Partners LLC, al Gobierno o a otras autoridades reguladoras para los artículos ofrecidos en esta orden de compra. Es responsabilidad del Vendedor asegurar la transmisión de los requisitos del Comprador a todos los vendedores subordinados, incluyendo las características clave cuando sea necesario. El Vendedor se asegurará de que todos los empleados o agentes que realicen trabajos en su nombre cumplan con las regulaciones federales y estatales aplicables al trabajo o los servicios prestados. El Vendedor mantendrá registros de los bienes y servicios prestados al Comprador para sus Clientes Aeroespaciales de acuerdo con los requisitos legales y reglamentarios, pero no menos de siete (7) años a partir de la fecha de pago final, a menos que se especifique lo contrario en la Orden de Compra.
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TÉRMINOS Y CONDICIONES ESTÁNDAR DEL CLIENTE

Effective date: October 18, 2020

These Customer Standard Terms and Conditions (these "Conditions"), together with the terms of any Company-provided rate quote or confirmation (the "Quote"), apply to the provision or arrangement of any transportation, warehouse, transloading, storage, customs brokerage, or handling services ("Services") by one or more of the following distinct corporate entities (individually and collectively, the "Company"):

SOLO World Partners LLC
SOLO Louisville LLC
SOLO WORLD PARTNERS DE MEXICO S. DE R.L. DE C.V.

Each Company may operate under the trade name "SOLO."

These Conditions set out the rights and obligations of the Company and Customer (defined below), except as otherwise stated in them.

By tendering goods to the Company for Services, Customer expressly accepts these Conditions and warrants that a representative of Customer authorized that acceptance as of the date the Company first provided Services to Customer.

The Company may update these Conditions from time to time by posting a new version on its website. The version of these Conditions in effect on the date a shipment is tendered to the Company applies to that shipment.

Definitions

1. "Bill of Lading" means a document issued by the Company or a Carrier (or a Carrier Representative), as applicable, that evidences the receipt of Goods for shipment to a specified destination and person. The term may include a waybill as context requires.

2. "Carrier" means any motor carrier, including its drivers and independent owner-operators; any rail carrier or rail transportation service provider; any intermodal equipment provider; any ocean or air carrier (including non-vessel-operating common carriers and indirect air carriers); any warehouse operator; or any other person or entity that provides transportation, storage, handling, or related services to the Goods at the request of the Company.

3. "Carrier Representatives" means any employees, contractors, subcontractors, and agents of a Carrier.

4. "Claims" means any and all liabilities, claims, losses, suits, actions, costs, fines, penalties, expenses (including attorneys', paralegals', and expert witnesses' fees, and other costs of defense, investigation, and settlement), judgments, or demands on account of damage of any kind, including personal injury, property damage, cargo damage, environmental damage, or any combination of them, suffered or claimed to have been suffered by any person or entity, as well as the costs of enforcing indemnification obligations and the costs of containment, cleanup, and remediation of spills, releases, or other environmental contamination.

5. "Company" means whichever of SOLO World Partners LLC, SOLO Louisville LLC, or SOLO WORLD PARTNERS DE MEXICO S. DE R.L. DE C.V. is providing or arranging Services at the request of Customer.

6. "Conditions" means these Customer Standard Terms and Conditions.

7. "Customer" means the person or entity at whose request, for whose benefit, or on whose behalf the Company provides any Services, including any third-party logistics provider, shipper, consignor, consignee, beneficial cargo owner, or any agent acting on behalf of such person or entity.

8. "DOT" means the United States Department of Transportation.

9. "Facility" means a warehouse facility operated by the Company, or another warehouse facility contracted by the Company, to provide storage, handling, transloading, or warehousing services for Customer.

10. "Goods" means the cargo or goods for which the Company is arranging transportation or providing other Services, and includes packaging, pallets, packing materials, containers, and any related equipment.

11. "Governmental Authority" means any U.S. or foreign (including supra-national organizations such as the European Union) federal, state, provincial, regional, or local government, or any of their agencies, authorities, departments, regulatory bodies, tribunals, services, or similar entities.

12. "IMC" means a person or entity that, for compensation, arranges or offers to arrange the transportation of Goods by intermodal transportation performed by authorized motor carriers and rail service providers.

13. "Intermodal Tariff" means the published directory, rules, policies and procedures, tariff, shipping guide, or agreement of the applicable rail Carrier for its intermodal transportation services in effect at the time of shipment.

14. "Parties" means the Company and Customer unless otherwise specified, and "Party" means the Company or Customer, as applicable.

15. "Property Broker" means a person or entity that, for compensation, arranges or offers to arrange the transportation of Goods by an authorized motor carrier or rail transportation provider.

16. "Service Agreement" means a written agreement signed by an authorized representative of Customer and the applicable Company concerning the Services provided by that Company.

17. "Trailer" means a container and chassis, or a trailer, used for the rail, highway, or ocean transportation of Goods.

18. "Warehouse Services" means storage, handling, transloading, or warehousing services provided by the Company.

1. Application of These Conditions

Except as otherwise expressly stated, these Conditions apply to all of the Company's activities in arranging or providing Services, except to the extent expressly superseded or waived in a Service Agreement. The Company and Customer may agree to additional or amended service terms in a Service Agreement. If any of these Conditions conflicts with a Service Agreement, the Service Agreement governs. Where a Service Agreement is silent on a matter and does not expressly disclaim these Conditions, these Conditions apply to that matter. If these Conditions conflict with the terms of a Quote, the Quote governs.

Sections 12 and 13 explain how Bill of Lading terms apply to air and ocean transportation Services.

Carrier services are provided subject to and governed by the Carrier's Bill of Lading (including tariffs, service guides, and similar documents incorporated in it) and by the contractual arrangements between the Company and the Carrier, and Customer agrees that its rights against Carriers are subject to them.

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; or

c. arrange for the transport of any of the following: Goods with a replacement value over $100,000; luxury Goods (including works of art, jewelry, pharmaceuticals, electronics, currency, negotiable instruments or securities of any kind, precious metals or stones, and 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 that is restricted or prohibited by Carriers.

Customer will defend, indemnify, and hold the Company harmless against any Claims resulting from the Company's not making the arrangements listed above.

3. Company's General Responsibilities and Disclaimers

a. Nothing in these Conditions or otherwise requires the Company to accept Goods tendered by Customer for Services. If the Company agrees to provide Services, the Company will exercise reasonable care in arranging for or providing Services in accordance with these Conditions, and will arrange for transport and related Services within a reasonable time after receiving Customer's instructions. HOWEVER, 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. Where the Services include providing or arranging transportation, the Company's obligation is to provide or arrange that transportation with reasonable dispatch.

b. Except as otherwise stated in these Conditions, the Company will take all reasonable steps to inform any Carrier of Customer's written instructions received by the Company, unless the Company has told Customer that it will not provide Services in accordance with those instructions, in which case the Company will have no liability arising from or related to failure to comply with them. If, after the Company has agreed to arrange 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 Customer's instructions without prior authorization from Customer and will not incur any additional liability as a result.

c. The Company is not responsible to Customer or others for delay, or for 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 from changes in temperature, even if the rates quoted are for temperature-controlled equipment or temperature-sensitive Goods.

d. The Company, its agents, and the Carriers remain at all times independent contractors with respect to Customer. Carriers engaged by the Company have sole and exclusive control over the manner in which they and their Carrier Representatives perform transportation services, including the operation of all vehicles and equipment used. Carriers engaged by the Company and their Carrier Representatives are not employees or agents of the Company and are not in any joint venture or partnership with the Company. However, the Company and a Carrier may agree that the Company will act as the Carrier's agent for the sole purpose of collecting the agreed freight charges related to the Services. Except for that specific designation, nothing in these Conditions, and no act or omission of either Party, creates or implies a joint venture, partnership, principal-agent, fiduciary, or employer-employee relationship among Customer, the Company, or the Carriers.

e. On request, 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. This documentation may be made available to Customer through a web-based or other system. Additional charges may apply.

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 is for Customer's convenience only, does not mean that the Company is actually the Carrier of that shipment, and does not otherwise change the Company's status in handling that shipment.

4. Customer's General Responsibilities

a. Customer must provide all information and instructions reasonably necessary for the Company to arrange the transportation and related services Customer requests in accordance with applicable laws, rules, regulations, and conventions. Customer will provide detailed and accurate descriptions and accurate weights of all Goods tendered for transportation. Customer is responsible for knowing and complying with the customs, import, export, and transportation laws, rules, practices, and regulations of the Governmental Authorities of the countries involved in a shipment; for completing and providing all required documentation; and for applying and paying for all licenses, permits, and authorities that Governmental Authorities require for the business and transportation Customer contemplates.

b. Customer will not tender any Goods that will, or would reasonably be expected to, contaminate, taint, corrode, or otherwise adversely affect the quality or condition of other Goods being transported or of the Trailer used to transport the Goods.

c. Customer warrants that it is the owner, or the authorized agent of the owner, of the Goods tendered for Services, and that it has the authority to accept, and does accept, these Conditions for itself and, where applicable, as agent for the owner and any other person involved in the transportation, including any consignor, consignee, logistics provider, freight forwarder, or insurer, and that these Conditions bind those persons and entities.

d. Except to the extent the Company has accepted instructions and explicitly accepted responsibility for the preparation, packing, stowage, labeling, or marking of the Goods, Customer warrants that (1) all Goods have been properly and sufficiently prepared, packed, and stowed, and are fully and accurately described, labeled, and marked, in a manner appropriate to any operations or transactions affecting the Goods and to the characteristics of the Goods; (2) the Goods are suitable for transportation in or on the Trailer; and (3) the Trailer is in suitable condition to carry the Goods loaded in it. If the Goods are transported by intermodal transportation, Customer also warrants that, except to the extent the Company has accepted instructions and explicitly accepted responsibility for loading, blocking, and bracing, (i) the Goods have been packaged, loaded, blocked, and braced within the intermodal container 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 or trailer will not exceed applicable weight limits and will be accurately stated in Customer's shipping instructions. Acceptance of a shipment by the Company or the Carrier does not waive Customer's obligation to comply with this Section.

e. Customer will obtain all permits and authorizations needed to ship the Goods, including export and import licenses and permits, and will comply with all applicable laws, including any prohibition on selling to any person on a U.S. or Canadian export control list.

f. Customer will comply with applicable United States, European Union, and United Nations export control and trade sanctions laws and regulations ("Export Control and Trade Sanctions"). Without limitation: (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 will not request services in connection with goods, countries, regions, or parties subject to Export Control and Trade Sanctions, including countries and regions subject to comprehensive embargoes under applicable law, without government authorization and the Company's prior written agreement; (iii) the Company may refuse to receive, process, or release an order that appears to the Company to involve goods, countries, regions, or parties subject to Export Control and Trade Sanctions; and (iv) for cross-border transactions in which the Company provides transportation or customs-related services, Customer will provide the Company, within a reasonable time before export or entry, with the 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 services it has arranged with a Carrier) in accordance with the rates, charges, and provisions in any Quote provided to Customer or in the Service Agreement with Customer. The Company may also impose charges in accordance with its then-current rules and accessorial charges, as amended from time to time, which are available from the Company on request.

b. If rates are negotiated between the Parties and not otherwise confirmed in writing, those rates will be considered "written," and will be binding, when the Company invoices 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, and demurrage, unless those charges arise directly from the Company's failure to perform the Services in accordance with Customer's instructions and that failure is not excused under these Conditions.

d. 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 is liable for those taxes, duties, and 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 are 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 before it is billed by the Carriers involved in the shipment. Where additional third-party charges have been applied, the Company will review them and, if they relate to Services provided to or received by Customer, may issue an adjusted invoice to Customer, unless the third-party charges were incurred solely as a result of the Company's error or omission.

f. Customer acknowledges that the Company may invoice Customer an amount different from the amount it pays the Carriers. The Company may charge Customer a management fee and pay the Carrier the amount agreed for the services provided.

g. Customer will pay invoices within the agreed credit period without deduction or setoff. If no credit period has been established, payment is due within thirty (30) days of the date of the Company's invoice. The Company may, in its sole discretion, establish and revise credit limits for Customer. The Company will apply each payment to the invoice specified, regardless of whether earlier invoices remain unpaid. Overdue amounts are subject to any late charge or interest stated in the applicable Quote, Service Agreement, or invoice, not to exceed the maximum amount permitted by applicable law, plus reasonable costs of collection.

h. Customer must notify the Company in writing of any dispute regarding a Company invoice within sixty (60) days of the invoice date. If Customer does not notify the Company of the dispute in time, the Company's original invoice will be final, and Customer will be deemed to have accepted it in full and to have waived all Claims and defenses to paying it. As a condition of collecting any such Claim, Customer must start 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 remains responsible for them if the consignee or other person does not pay them immediately when due, regardless of any contrary term on the Bill of Lading and regardless of whether Customer or the consignor signed a provision the same as or similar to Section 7 of the Uniform Bill of Lading. The Company has no liability arising from or related to acceptance of payment in the wrong form, inadequate payment (including dishonor of payment for any reason, such as insufficient funds), or the consignee's or other person's refusal to pay.

7. Changed Circumstances; Failure to Take Delivery

If events or circumstances affecting performance occur, including Customer's or its consignee's failure to take delivery, the Company will take reasonable steps to obtain Customer's further instructions. If the Company does not receive timely instructions, or determines in its sole discretion that following the instructions is impracticable, the Company may:

a. arrange for storage of, or store, the Goods at Customer's sole risk and expense; 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.

If any shipment is refused or unclaimed at destination or at any transshipment point, or is returned for any reason, Customer will still pay the Company all related charges and expenses.

8. Dangerous Goods and Hazardous Materials

Customer will not tender for transportation or storage any dangerous goods or hazardous materials (as defined by applicable international convention or code, or applicable federal, state, or provincial law or regulation, including DOT regulations at 49 C.F.R. Parts 100 to 185 and the Transportation of Dangerous Goods Regulations of Canada) without first giving the Company full particulars of the Goods. The Company or the Carriers may refuse to transport dangerous goods or hazardous materials, or may charge an additional surcharge. Customer and its shippers will comply with all applicable laws and regulations relating to the transportation of dangerous goods and hazardous materials, including those on descriptions, marking, packing, and shipping papers. Customer is responsible for, and will defend, indemnify, and hold harmless the Company and the Carriers from, any Claims arising from Customer's failure to comply with this Section. Goods that, in the opinion of the Company, the Carrier, or any other person with custody or possession of them, are or may become dangerous, or present a hazard or nuisance (due to leakage, odors, appearance, or other reasons), may at any time or place be unloaded, destroyed, stored, disposed of, or rendered harmless at Customer's expense and without liability to the Company. The Company is not responsible for reviewing any shipping instructions provided by Customer for classifying commodities to a hazardous materials class, or for verifying whether a commodity is subject to any hazardous materials regulation or is properly classified.

9. Rail Carrier Terms for Intermodal Transportation and Equipment

a. Each rail Carrier imposes requirements, limitations, and restrictions on shipments transported on its intermodal network. All intermodal transportation is subject to the terms, conditions, requirements, limitations, restrictions, and procedures of the applicable rail Carrier's Intermodal Tariff. Intermodal Tariffs set limitations of liability, cargo claims procedures, commodity restrictions, loading, blocking, and bracing requirements, indemnification obligations, payment terms, dispute arbitration requirements, and other important restrictions. Customer should be familiar with and comply with the Intermodal Tariffs before becoming involved in any intermodal movement. Customer represents and warrants that it will notify all persons and entities involved in the transportation, including the consignee, beneficial cargo owner, consignor, and other third parties such as freight forwarders, freight brokers, third-party logistics providers, IMCs, and insurers, that these Conditions (or any different terms in a written agreement signed by the Company's authorized representative) and the Intermodal Tariff apply to intermodal transportation arranged by the Company. All such persons and entities will be conclusively presumed to have agreed to these Conditions (except to the extent of any different terms the Company has agreed to in writing) and to the Intermodal Tariff.

b. Customer will have all empty intermodal Trailers tendered for loading inspected before loading and will reject any unit that is not in apparently suitable condition to protect and preserve the Goods during transportation. Customer will promptly notify the Company of any rejected unit. If Customer asks the Company to arrange for Trailers to be dropped at a location for Customer's convenience and left unattended, Customer will pay for loss of or damage to the Trailer occurring during or as a result of that possession or use.

c. Customer warrants that the Company may rely on Customer's documentation of the weight of a loaded container or trailer tendered for intermodal transportation. In determining the weight, Customer will take into account the tare weights of the container and chassis or trailer, the position of the vehicle tandems (if sliding) before loading, and the weight distribution of the cargo (including any blocking or bracing).

d. Special rules and requirements apply to shipments crossing the borders between the United States and Canada or Mexico. Customer should allow additional time for the Company and Carriers to process shipping information on cross-border shipments. The Company and the rail Carriers assess additional charges for shipments that do not comply with customs requirements or that must be set off from the train in transit because of inspection, paperwork, or other customs-related issues. By tendering freight to the Company, Customer will be conclusively presumed to agree to cooperate, and to require the beneficial cargo owners, consignors, and consignees to cooperate reasonably with each other, the Company, and the Carriers, in defending against Claims or proceedings by Governmental Authorities alleging violations of customs, import, export, border-crossing, transportation, or related laws or regulations, or breach of customs bond conditions. For intermodal shipments, the Company and the rail Carriers will hold shipments at the origin ramp or at intermediate ramps, or may prevent the shipment from entering the terminal gate, if customs and other documentation is not provided when the shipment arrives at the origin terminal. Customer is responsible for all origin storage charges, equipment per diem charges, and other costs until complete and accurate documentation is received. There will also be delays if a customs authority decides to inspect a shipment. Customer is responsible for all drayage, loading, and unloading charges; customs brokerage costs; filing costs; and other costs associated with government inspections or documentation requirements for cross-border shipments.

10. Import-Export Services

The Company acts as Customer's agent for the purpose of performing duties in connection with the entry and release of Goods, post-entry services, securing export licenses, filing export documentation on behalf of Customer, and other dealings with Governmental Authorities, and when arranging transportation, handling, and storage with Carriers and other third parties on behalf of and in the name of Customer.

a. Customer will provide complete and accurate information required for submitting import and export documentation to Governmental Authorities. Customer acknowledges that it must review all documents and declarations prepared or filed with any customs service, other Governmental Authority, or Carrier, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration filed on Customer's behalf. Customer is advised that submitting incomplete or inaccurate information related to an import entry, including descriptions, quantities, weights, purchase prices, discounts, commissions, changed selling prices at the time of exportation, assists, importer security filing data, or country of origin, may expose Customer to severe governmental penalties, fines, or sanctions, or to delays in transportation or release of a shipment.

b. Customer will indemnify, defend, and hold the Company harmless from all Claims resulting from Customer's failure to disclose information; Customer's provision of inaccurate or incomplete entry, export, or security information or data, shipping details, or documents; or any incorrect or false statement by Customer on which the Company has relied. CUSTOMER'S INDEMNITY OBLIGATIONS WILL APPLY NOTWITHSTANDING ANY NEGLIGENCE ON THE PART OF THE COMPANY, INCLUDING ANY FAILURE BY THE COMPANY TO IDENTIFY A CUSTOMER OR THIRD-PARTY DOCUMENTATION ERROR.

c. Where the Company is arranging importation or exportation on behalf of Customer, Customer will furnish to the Company, within the timeframes required by applicable law and in any event a reasonable time before the Goods arrive at the initial port of entry or exit, invoices in proper form and other documents necessary or useful for preparing the entry and export documentation, and any further information needed to establish dutiable value, classification, and admissibility or exportability. If Customer does not timely furnish that information or those documents, in whole or in part, or if what it furnishes is inaccurate or incomplete, the Company will be obligated only to use reasonable judgment in connection with the shipment and may, in its sole discretion and without liability to Customer, refuse to make any export- or import-related filing. Where a bond is required for the production of any document or the performance of any act, Customer will be bound by the terms of the bond even though the Company executed the bond as principal, it being understood that the Company entered into that undertaking at Customer's request and on Customer's behalf; Customer will indemnify and hold the Company harmless for the consequences of any breach of the bond's terms. The Company will not be responsible or liable for any increased duty, tax, penalty, fine, cost, or expense unless caused by the Company's negligence or willful misconduct, in which case the Company's liability to Customer will be limited as provided in these Conditions. Customer is bound by, and warrants the accuracy of, all invoices, documents, and information furnished to the Company by Customer or its agent for export, entry, or other purposes.

d. For purposes of this Section 10, "customs services" has the meaning of "customs business" in 19 C.F.R. § 111.1. Customer acknowledges that the Company has no obligation to provide customs business-related services unless and until Customer issues the Company a valid power of attorney and agrees to be bound by these Conditions. Customer also acknowledges that customs services are separate from any ancillary transportation, handling, or storage the Company may arrange or provide, which are covered by other provisions of these Conditions.

e. Customer is responsible for knowing and complying with all licensing, classification, valuation, marking, and other Governmental Authority requirements, and all laws, regulations, and rules of any Governmental Authority with jurisdiction over the shipment. The Company is not responsible for any action taken, or any liquidated damages, fines, or penalties assessed by any Governmental Authority against the shipment, because of Customer's failure to comply with (i) applicable laws, statutes, regulations, or rules, or (ii) these Conditions or the terms of any power of attorney. The Company has no duty to take any pre- or post-customs-release action, including obtaining binding rulings, advising of liquidations, or filing petitions or protests.

f. The Company has no obligation to keep or maintain records on behalf of Customer, and will keep and maintain only the records that the Company itself is required to keep by laws or regulations specifically applicable to the Company. Customer acknowledges that under Sections 508 and 509 of the Tariff Act, as amended (19 U.S.C. §§ 1508 and 1509), and the related regulations (including 19 C.F.R. Parts 141 and 142), Customer has the duty to maintain, and is solely liable for maintaining, all required records.

g. For Customer's benefit, the Company provides the following notice under 19 C.F.R. § 111.29(b)(1): "If you are the importer of record, payment to the broker will not relieve you of liability for customs charges (duties, taxes, or other debts owed CBP) in the event the charges are not paid by the broker. Therefore, if you pay by check, customs charges may be paid with a separate check payable to the 'U.S. Customs and Border Protection' which will be delivered to CBP by the broker."

h. Customer agrees that the Company's liability is limited as provided in Section 15, and that the Company is not liable for loss, damage, misdelivery, or delay of any shipment caused by or arising from the acts, omissions, negligence, or willful misconduct of Carriers, customs brokers, forwarders, or agents to whom the Goods may be entrusted.

i. Customer acknowledges that it may be necessary or beneficial for the Company to use third-party customs brokers and other documentary agents in certain locations, and authorizes the Company to engage them. Customer also acknowledges that these third parties typically limit their liability and that, by authorizing the Company to engage them on Customer's behalf, Customer agrees to be bound by those limitations. Unless higher liability is obtained under Section 15(l), any valuation Customer places on a shipment applies solely for export or customs purposes, and the shipment will be transported subject to all restrictions and limitations of liability in these Conditions, including Section 15, and any others that apply to the Goods.

11. Warehouse Services

The following additional terms apply when the Company provides Warehouse Services for Customer. If these Conditions conflict with the terms of any warehouse receipt issued by the Company, the warehouse receipt governs.

a. Customer will ensure that all Goods are delivered to the Facility properly marked and packaged for storage and handling. At or before delivery, Customer will furnish a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired. For any imported Goods, Customer will be the importer of record and is solely responsible for all duties, taxes, and fees on those Goods.

b. Customer will ensure that all Goods shipped to any Facility identify Customer on the Bill of Lading or other contract of carriage as the named consignee, in care of the Company, and do not identify the Company as the consignee. If Goods are shipped to the Company as the named consignee, Customer will immediately notify the Carrier in writing, with a copy to the Company, that the Company is the "in care of" party only and has no beneficial title or interest in the Goods. The Company may refuse such Goods and will not be liable for any loss, misconsignment, or damage of any kind to or related to them. Whether the Company accepts or refuses Goods shipped in violation of this Section, Customer will indemnify and hold the Company harmless from all Claims for transportation, storage, handling, and other charges relating to those Goods, including undercharges, rail demurrage, driver, truck, or intermodal equipment detention, and any other charges.

c. No Goods will be delivered or transferred to the Company for Warehouse Services until the Company receives Customer's complete written instructions. Written instructions include facsimile, EDI, email, or similar communication, and the Company has no liability when relying on the information in the communication as received. Goods may be delivered on telephone instructions in accordance with Customer's prior written authorization, but the Company is not responsible for loss or error caused by following or not following telephone instructions.

d. When Goods are ordered out of the Facility, the Company will be given a reasonable time to carry out the instructions. If it is unable to do so because of force majeure, because of loss of or damage to Goods for which the Company is not liable, or because of any other excuse provided by law, the Company is not liable for failing to carry out the instructions, and Goods remaining in storage continue to be subject to regular storage charges.

e. Labor provided by the Company for work other than ordinary Warehouse Services will be charged to Customer at the Company's then-current standard hourly labor rate or other charges agreed in writing by Customer and the Company. Special services requested by Customer, including compiling special stock statements; reporting marked weights, serial numbers, or other data from packages; physical checks of Goods; and handling transit billing, are subject to a charge. Any physical inventory work, including an annual or quarterly physical inventory, will be done at Customer's request and expense at an hourly labor rate set by mutual agreement. Dunnage, bracing, packing materials, or other special supplies may be provided to Customer at a charge in addition to the Company's cost. By prior arrangement, Goods may be received or delivered outside usual business hours, subject to a charge. A charge in addition to regular rates will be made for merchandise in bond. Where a warehouse receipt covers Goods in U.S. Customs bond, the Company has no liability for Goods seized or removed by U.S. Customs.

f. The Company's custody of and liability for the Goods, and its burden of risk, do not begin until both of the following have occurred: (1) the Company has physically opened the Trailer delivering the Goods into the Facility to transload the Goods into another Trailer or to place them in the Facility for storage; and (2) the Company has signed the Bill of Lading or delivery receipt for that inbound load. The Company's custody, liability, and burden of risk end once the Goods have been loaded into the outbound Trailer, the Trailer has been sealed, and the outbound carrier has been notified that the Goods are available for pick-up.

g. THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF OR DAMAGE TO GOODS TENDERED, STORED, OR HANDLED, HOWEVER CAUSED, UNLESS THE LOSS OR DAMAGE RESULTED FROM THE COMPANY'S FAILURE TO EXERCISE SUCH CARE IN REGARD TO THEM AS A REASONABLY CAREFUL PERSON WOULD EXERCISE UNDER LIKE CIRCUMSTANCES, AND THE COMPANY IS NOT LIABLE FOR DAMAGES THAT COULD NOT HAVE BEEN AVOIDED BY THE EXERCISE OF SUCH CARE. GOODS ARE NOT INSURED BY THE COMPANY AGAINST LOSS OR DAMAGE, HOWEVER CAUSED. WHERE LOSS OR DAMAGE OCCURS TO TENDERED, STORED, OR HANDLED GOODS FOR WHICH THE COMPANY IS NOT LIABLE, CUSTOMER WILL BE RESPONSIBLE FOR THE COST OF REMOVING AND DISPOSING OF THOSE GOODS AND FOR THE COST OF ANY ENVIRONMENTAL CLEANUP AND SITE REMEDIATION RESULTING FROM THE LOSS OR DAMAGE.

h. If the Company negligently misships Goods, the Company will pay the reasonable transportation charges incurred to return the misshipped Goods to the Facility. If the consignee does not return the Goods, the Company's maximum liability for the lost or damaged Goods is as set out in Section 15, and the Company has no liability for damages due to the consignee's acceptance or use of the Goods, whether they are Customer's Goods or another's.

i. If a physical inventory shows that Goods have been lost, stolen, or damaged, or are missing, on a net basis (after netting against Goods gains, without regard to commodity groups) in excess of an allowance of one-half of one percent (0.5%) of the annual throughput with the Company over the twelve (12) months immediately preceding the inventory reconciliation (or, if less than twelve months of data is available, on an annualized basis using the data available), the Company will compensate Customer for the net loss of Goods based on Customer's landed cost. "Landed cost" means manufacturer's cost plus transportation costs as shown on Customer's books and records maintained in the ordinary course of business, consistent with past practice and in accordance with U.S. generally accepted accounting principles consistently applied. "Annual throughput" means the manufacturer's cost of all Goods received at the Facility plus the manufacturer's cost of all Goods shipped from the Facility, divided by two. If the net inventory variance in a physical inventory is an overage and the Company paid for a shortage after the preceding physical inventory, Customer will refund the Company based on the overage, but only up to the amount of the shortage the Company paid. Any presumption of conversion imposed by law does not apply to such loss, and a Claim by Customer for conversion must be established by affirmative evidence that the Company converted the Goods to its own use.

j. If at any time Customer's records and the physical inventory do not match, the Company and Customer will exchange their records of all inventory adjustments from the previous reconciliation to the inventory count in which the discrepancy was found, and the Company's records will be presumed correct absent evidence to the contrary.

k. The Company may, at its expense and fourteen (14) days after giving notice, move any Goods in storage from the Facility in which they are stored to any other Company facility. The Company may store the Goods at, and may without notice move them within and between, any warehouse buildings the Company controls. The Company may also, on at least thirty (30) days' written notice to Customer, require removal of any Goods from the Facility. If the Goods are not removed before the end of the notice period, the Company may sell them in accordance with applicable law. If the Company in good faith believes the Goods are about to deteriorate or decline in value to less than the amount of the Company's lien before the end of the 30-day notice period, the Company may specify in the notice any reasonable shorter time for removal, and if the Goods are not removed, may sell them at a public sale held one week after a single advertisement or posting as provided by law.

l. If, because of a quality or condition of the Goods of which the Company had no notice at the time of deposit, the Goods are a hazard to other property, to the Facility, or to persons, the Company may sell the Goods at public or private sale without advertisement on reasonable notice to all persons known to claim an interest in them. If, after reasonable effort, the Company cannot sell the Goods, it may dispose of them in any lawful manner and will incur no liability for doing so. Pending disposition, sale, or return of the Goods, the Company may remove them from the Facility and will incur no liability for doing so.

m. On any termination of the Warehouse Services, Customer will remove all Goods from the Facility before the termination effective date. The Company may require that all outstanding charges be paid before it releases any remaining Goods from the Facility.

n. If this Section 11 conflicts with any other provision of these Conditions that imposes liability on the Company for loss of or damage to Goods for which the Company is providing Warehouse Services, this Section 11 governs to the extent of the conflict.

12. Air Transportation Services

Any air transportation for which the Company issues its own Bill of Lading as the "carrier" (as opposed to, for example, a Bill of Lading issued by the Company as agent for the underlying air Carrier, or a waybill issued directly to Customer by the underlying air Carrier) is subject to and governed by the terms of the Bill of Lading issued by the Company. If that Company-issued Bill of Lading conflicts with these Conditions, the Bill of Lading controls. Where the Company arranges air transportation but does not issue its own air waybill, these Conditions govern the rights and obligations between the Company and Customer, and Customer agrees that its rights and obligations with respect to the underlying air Carrier are governed by the waybill issued by that Carrier.

13. International Ocean Transportation Services

Any international ocean transportation provided by the Company as a non-vessel-operating common carrier, as defined in 46 C.F.R. Part 515, is subject to and governed by the terms of the Bill of Lading and the applicable tariff issued by that Company, and is not subject to these Conditions. The Company's Bill of Lading terms are available by calling +1.734.282.7200, by emailing info@solowp.com, or at www.solowp.com. The Company has a policy against the payment, solicitation, or receipt of any rebate, directly or indirectly, that would be unlawful under the United States Shipping Act of 1984, as amended. Where the Company arranges international ocean transportation but does not issue its own ocean Bill of Lading, these Conditions govern the rights and obligations between the Company and Customer, and Customer agrees that its rights and obligations with respect to the underlying ocean Carrier are governed by the bill of lading issued by that Carrier.

14. Insurance

a. Customer is responsible for maintaining property insurance covering the Goods, both in storage and in transit, including during loading and unloading.

b. Customer may consult an insurance broker to arrange insurance appropriate to its needs. Alternatively, where the Company agrees, 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. Once any such policy is issued through the insurance underwriter, the Company has no further duty regarding cargo insurance and no liability for loss of, delay of, or damage to the Goods during transport or storage, whether or not the Goods are covered by insurance, and whether or not the loss, delay, or damage was caused or contributed to by the Company's negligence, its breach of these Conditions, or otherwise. Any coverage on the Goods is subject to the terms and conditions of the specific policy or policies obtained. The Company is not liable if Customer, for any reason, fails to recover a loss in whole or in part from the insurer under any applicable policy, even if the premium charged by the insurer differs from the Company's charges to Customer. Customer 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.

15. Loss or Damage Claims and Limitations of Liability

a. Except as otherwise expressly stated in these Conditions, the Company is not liable for any claims for loss of or damage to Goods, except to the limited extent that Customer's direct damages are directly and proximately caused by the Company's negligence or willful misconduct. Any liability of the Company for such a claim is limited in accordance with these Conditions.

b. For Claims related to loss, damage, or delay of Goods 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, the Company's sole responsibility under these Conditions is to facilitate settlement of, or assist in filing, the Claim between Customer or the owner of the Goods and the applicable Carriers. The Carrier's liability is subject to any applicable convention, law, rule, or regulation, and may be further limited by the Carrier's terms and conditions of service or by the contractual arrangements between the Company and the Carrier. Customer acknowledges and agrees that Carriers have limitations of liability that restrict Customer's recovery on such claims and that, except as otherwise expressly stated in these Conditions, the Company has no obligation to ensure that Carriers accept full-value liability for Goods.

c. As a condition of filing a claim against the Company, and of the Company assisting with the submission of any Claim for loss, damage, or delay of Goods, Customer, on its own behalf and on behalf of the owner of the Goods, must provide the Company with all information relating to the Claim:

1) for Goods moving by all-ground transportation (other than shipments covered by item 4 below), within 30 calendar days after the date of delivery;

2) for Claims for loss of or damage to Goods during Warehouse Services, by the earlier of (i) 60 calendar days after delivery of the Goods at the Facility to the outbound carrier for transportation out of the Facility, or (ii) 60 days after the Company notifies Customer that loss of or damage to part or all of the Goods has occurred;

3) for Claims arising out of the Company's preparation or submission of import entries or other customs brokerage Services, by the earlier of ninety (90) days after the date of liquidation of the entry or ninety (90) days after the date of the event giving rise to the Claim;

4) where the Company provides motor carrier transportation using vehicles operating under its motor carrier authority, within nine (9) months after the date of delivery or, for lost shipments, within nine (9) months after the expected delivery date;

5) for Claims arising out of ocean transportation, within the time period in the applicable ocean Bill of Lading or 60 days after the date of delivery, whichever is earlier; and

6) for Claims arising out of international air transportation, within the time period in the applicable Bill of Lading or 7 days after the date of delivery, whichever is earlier.

d. Customer recognizes that Carriers may impose claim-filing time limits and agrees that Carriers may validly deny claims filed after those limits.

e. For shipments where the Company performs Services as a motor carrier operating vehicles owned by or leased to the Company, the Company assumes liability for loss of and damage to Goods in accordance with its applicable published tariff, up to the maximum liability set out in that tariff (which generally includes per-package or per-pound limits and a maximum liability of $100,000 per trailer, container, or other conveyance), unless Customer has followed the procedures in that tariff for declaring a higher limit of liability.

f. Neither the Company nor the Carrier is liable for: (1) damage to Goods or equipment to the extent due to packaging, loading, unloading, blocking, bracing, or securing of the Goods; (2) damage to Goods or equipment to the extent due to inherent vice or defect in the Goods, including rusting of metals, swelling of wood caused by humidity, moisture, or condensation, deterioration of perishable products, or damage caused by heat or cold; (3) damage to Goods or equipment to the extent due to force majeure events as described in these Conditions; (4) damage to Goods or equipment to the extent due to an act, omission, or default of Customer, including the consignor, the consignee, the beneficial owner of the Goods, or any other third-party logistics provider; (5) shipments stopped and held in transit at Customer's request; or (6) loss of or damage to Goods that violate any applicable law or regulation, that have not been accurately described, or that have been loaded in a Trailer so that the combined weight exceeds applicable weight limits. Customer will defend, indemnify, and hold the Company and the Carriers harmless from any Claim for loss, damage, or delay of Goods in excess of the liabilities assumed under, or the limitations contained in, these Conditions, or filed other than in accordance with these Conditions.

g. Neither the Company nor any Carrier has any liability for loss, damage, or delay of Goods or shipments occurring in Mexico. If this geographic limitation is determined to be ineffective for any reason, the Company's and the Carrier's liability for loss or damage in Mexico will be limited to the lesser of (1) five U.S. cents per pound (US$0.05 per pound) or (2) the standard liability limit under Mexican law then in effect for uninsured goods for which no higher value has been declared, and claims for such losses in Mexico must be made within the time limits provided under Mexican law.

h. If a shipment arrives with visible or obvious damage to or loss of Goods, Customer must notify the Company promptly. Carriers may treat failure to give that notice as a waiver of Customer's loss and damage claim or as creating a presumption that the loss or damage occurred after delivery. Customer will (or will cause its consignee to) preserve and make available to the Company and the Carriers all damaged Goods, the packaging, blocking, and bracing, and the Trailer in which the Goods were transported. Any failure by the Company or the Carrier to inspect a damaged shipment does not change the burden of proof and is not an admission of liability by the Company or any Carrier.

i. If there is a Claim for loss of or damage to Goods, Customer will not withhold or set off payment of outstanding invoices and will pay those invoices in full.

j. Customer must mitigate its damages for loss of or damage to Goods and may not abandon the Goods to the Company or the Carrier. If Customer does not elect to salvage the Goods, any Claim for loss of or damage to the Goods will still be reduced by a reasonable salvage allowance and by reasonable storage or other costs incurred while waiting for disposition instructions.

k. Notwithstanding anything else in these Conditions, the Company's maximum liability for loss of or damage to Goods in any one occurrence, whether the Claim is based in contract, tort, or otherwise, is limited as follows:

For loss or damage in connection with transportation management or brokerage services provided by the Company, the lesser of (1) the management fee the Company received for that shipment of Goods or (2) $500.
For loss or damage in connection with Warehouse Services, the lesser of (1) $5,000 per occurrence or (2) Customer's landed cost of the lost or damaged Goods.
For loss or damage in connection with services where the Company acts as agent for and on behalf of Customer, including customs brokerage, export filings, and arranging storage, handling, or transportation with third parties in the name and on behalf of Customer, the lesser of (1) $50.00 per occurrence or (2) the fees paid to the Company for the particular service.
For loss or damage, including loss of or damage to Goods in transit, in connection with any other Services provided by the Company, the least of (1) the freight charges imposed for those Goods, (2) two thousand dollars ($2,000.00), or (3) the liability of the Carrier under the applicable Bill of Lading.

l. If Customer wants the Carrier to accept liability above the underlying Carrier's limit of liability for loss of and damage to Goods, Customer must give the Company at least 5 business days' advance written notice (by emailing info@solowp.com or calling +1.734.282.7200), obtain a special Quote from the Company, prepay the shipping charges before pick-up, and enter into a written agreement expressly stating that full-value liability will apply. If Customer does not do all of these things, the Company and the Carriers involved in the transportation are released from liability above the otherwise applicable limits. The Company does not offer to arrange full-value (for example, Carmack) liability for intermodal or motor carrier shipments that originate outside the United States.

m. Unless the Company agrees otherwise, Customer is responsible for applying the seal to any Trailer tendered for Services. If the seal originally applied to the Trailer is intact on delivery, neither the Company nor the Carriers are liable for shortage or theft unless there is physical evidence of unauthorized entry into the Trailer while it was in the Carrier's possession and proof of actual damage to or loss of Goods. Shortage or theft claims must be supported by seal records and actual loading and unloading records. The same release from liability for shortage or theft applies if the seal is broken (1) at the direction and under the supervision of a Governmental Authority and the Trailer is resealed after inspection by that Governmental Authority, or (2) because it becomes reasonably necessary to inspect, reposition, or protect the cargo or the Trailer, or to comply with applicable laws or regulations. In both cases, the Company will ask the Carrier to document the breaking of the original seal and the application of a new seal. Without other evidence, a missing or broken seal does not create a presumption of loss to or contamination of the Goods. The consignee may not refuse delivery of a shipment, even for food-grade loads, because of broken or missing seals unless there is direct physical evidence of product tampering or contamination beyond the broken or missing seal. Contamination Claims must be supported by appropriate quality inspections documenting the full actual loss.

n. Customer may not reject a shipment, in whole or in part, because of ants or other insects on the outside of packaging. Without other evidence, the presence of ants or other insects does not create a presumption of loss to or contamination of the Goods.

16. Indemnity

a. Except for Claims for loss of or damage to Goods, which are governed by Section 15, or as otherwise stated in these Conditions, the Company will defend, indemnify, and hold Customer and its employees and agents harmless from all Claims arising out of the Company's performance under these Conditions to the extent the Claim is directly and proximately caused by (1) the negligence or intentional misconduct of the Company; (2) the violation of applicable laws or regulations by the Company or its employees or agents; or (3) the failure of the Company or its employees or agents to comply with these Conditions; except, in each case, to the extent the Claim is for consequential, punitive, or special damages or results from the negligence or other wrongful conduct of Customer or a Carrier.

b. Except for Claims for loss of or damage to Goods, which are governed by Section 15, Customer will defend, indemnify, and hold the Company and its employees and agents harmless from all Claims arising out of Customer's acts or omissions where the Claim is caused by (1) the negligence or intentional misconduct of Customer; (2) the violation of applicable laws or regulations by Customer or its employees or agents; (3) the failure of Customer or its employees or agents to comply with these Conditions; (4) the failure of Customer or its employees or agents 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 the Claim is for consequential, punitive, or special damages or results from 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 is responsible as the indemnifying party, the party receiving the Claim will promptly notify the other and provide reasonable assistance and the information requested in defending the Claim.

17. Right of Detention and Lien

a. All Goods (and documents relating to Goods) are subject to a particular and general lien and right of detention for money owed, whether for those Goods or for any particular or general balance or other money owed, whether or not then due, by Customer, the consignor, the consignee, or the owner of the Goods to the Company. To protect its lien, the Company may, but is not required to, require advance payment of all charges before shipment of Goods.

b. If amounts remain unpaid for 28 days after the Company sends Customer notice that it is exercising its rights, by any means of communication reasonable in the circumstances, the Company may sell the Goods by private contract or otherwise, in its sole discretion, and apply the net proceeds to the money owed. The Company is not liable for any deficiency or reduction in value received on the sale, and Customer is not relieved of liability merely because the Goods have been sold.

18. Force Majeure

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

19. Severability; Survival

If any part of these Conditions violates any law, or any provision is held by a court of competent jurisdiction to be invalid or unenforceable, that part or provision is severable and the remaining provisions of these Conditions continue in full force and effect. The representations and obligations of the Parties survive termination of these Conditions for any reason.

20. Non-Waiver; Remedies

A Party's delay or failure to insist on performance of any of these Conditions or to exercise any right or privilege, or its waiver of any breach, does not waive those terms, rights, or privileges, which continue in full force and effect as if no forbearance, waiver, or delay had occurred. A Party's consent to or approval of any act requiring consent or approval does not waive or make unnecessary consent to or approval of any later similar act. The Company and Customer waive all rights and remedies provided by Part B of Subtitle IV of Title 49 of the U.S. Code to the extent those rights and remedies conflict with these Conditions. The Company's rights and remedies under these Conditions are cumulative, and its pursuit of any one of them does not prevent it from pursuing any other available right or remedy.

21. Governing Law and Venue

These Conditions and the Services are governed by the laws of the State of Michigan, U.S.A., without regard to its choice-of-law or conflict-of-law rules. Any lawsuit involving these Conditions or the Services must be brought exclusively in the state or federal courts located in Wayne County, Michigan, and each Party submits to the exclusive personal jurisdiction of those courts.

22. Limitation of Actions; Responsible Entity; Disclaimers

a. Other than Claims for loss, damage, or delay of Goods or invoice disputes, any action against the Company, whether based in contract or tort, is waived unless started within two (2) years after the date of the conduct giving rise to the Claim.

b. Any action to recover for loss of or damage to Goods is waived unless started: (1) for loss or damage during over-the-road transportation, within two years after the date the Company or the motor Carrier denies all or any part of the Claim; (2) for loss or damage during rail transportation, within one year after the date the Company or the rail Carrier denies all or any part of the Claim; (3) for loss or damage during air or ocean transportation, within the time limit in the air or ocean Bill of Lading or other terms governing that transportation; (4) for loss or damage during Warehouse Services, by the earlier of (i) nine months after the Company delivers the Goods to the outbound Carrier or (ii) nine months after Customer is notified that loss of or damage to part or all of the Goods has occurred; and (5) for loss or damage from any other source, within two years after the date the loss or damage occurred.

c. For each individual request by Customer for Services, the rights and obligations under these Conditions apply only to the particular Company that actually performs the requested Services. Customer has no rights against any Company other than the legal entity actually providing those Services. Carriers will seek recourse only against the particular Company that performed the Services for the applicable Goods. Nothing in these Conditions imposes any liability or obligation, to Customer or any third party, on any Company other than the particular Company that performs the Services to which the liability or obligation relates.

d. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR DAMAGES FOR LOSS OF PROFITS, USE, OR OPPORTUNITY, WHETHER OR NOT THOSE DAMAGES WERE FORESEEN OR UNFORESEEN, AND WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

e. THE SERVICES ARE PROVIDED "AS IS," AND THE COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS RELATING TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTY OR CONDITION ARISING BY STATUTE, CUSTOM, OR USAGE OF TRADE RELATED TO THE SERVICES PROVIDED UNDER THESE CONDITIONS.

Questions about these Conditions may be sent to info@solowp.com or by calling +1.734.282.7200.

SOLO World Partners

Certificado: IATF 16949 | ISO 14001 | FTZ | C-TPAT | RO | IMMEX | Bonded