TERMS AND CONDITIONS

1. Definitions

1.1. Company: Refers to TranspoTrade International, including its subsidiaries, affiliates, agents, and representatives.

1.2. Customer: Any individual or entity that contracts with the Company for the provision of services, including shippers, consignees, importers, exporters, and other related parties.

1.3. Services: Encompasses all logistics services provided by the Company, including but not limited to freight forwarding, customs brokerage, transportation, warehousing, and advisory services.

1.4. Third Party: Any external entity engaged by the Company to perform parts of the services, such as carriers, warehouse operators, and customs agents.

1.5. Goods: The items that are the subject of the services provided, including their packaging and containers.

1.6. Dangerous Goods: Goods that are or may become hazardous, flammable, radioactive, or otherwise dangerous, including those classified under applicable laws or regulations.

1.7. Hague Rules: Refers to the International Convention for the Unification of Certain Rules Relating to Bills of Lading, signed at Brussels on August 25, 1924.

1.8. Warsaw Convention: Refers to the Convention for the Unification of Certain Rules Relating to International Carriage by Air, dated October 12, 1929, as amended.

2. Applicability

2.1. These Terms apply to all services provided by the Company unless otherwise agreed in writing. They take precedence over any other terms provided by the Customer unless a specific written agreement states otherwise.

2.2. If any legislation, including regulations and directives, is compulsorily applicable to any business undertaken, these conditions shall be read as subject to such legislation, and nothing in these conditions shall be construed as a surrender by the Company of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation.

3. Company’s Role

3.1. Agent Role: The Company acts as the Customer’s agent in matters relating to customs clearance and transportation.

3.2. Independent Contractor: For all other services, the Company operates as an independent contractor, not liable for third-party actions unless due diligence is neglected.

3.3. The Company is not a common carrier and reserves the right to accept or refuse to perform any services in relation to the Goods at its discretion.

4. Quotations and Rates

4.1. All quotations provided are estimates based on current rates and conditions and are subject to change without prior notice unless explicitly confirmed in writing.

4.2. The Company reserves the right to adjust fees based on changes in costs, tariffs, or exchange rates.

4.3. Quotations or offers shall lapse unless accepted by the Customer in writing and confirmed by the Company in writing within seven (7) calendar days of the date of the quote or offer.

5. Customer Obligations

5.1. Accurate Information: The Customer must provide accurate and complete information regarding the Goods and their handling requirements.

5.2. Compliance: The Customer is responsible for ensuring that all applicable laws, regulations, and standards are met.

5.3. Indemnification: The Customer agrees to indemnify and hold the Company harmless from any claims or losses arising from inaccurate or incomplete information provided.

5.4. Dangerous Goods: The Customer must disclose if the Goods are classified as Dangerous Goods and comply with all applicable regulations for their transport.

6. Limitation of Liability

6.1. General Liability: The Company’s liability is limited to the lesser of the actual value of the Goods or an amount agreed upon in the service contract unless additional insurance coverage is purchased.

6.2. Third-Party Actions: The Company is not liable for losses caused by third parties unless negligence in their selection or instruction is proven.

6.3. Exclusions: The Company shall not be liable for loss or damage arising from:

• Act of God, force majeure, or any cause beyond the Company’s control.

• Insufficient or improper packing or labeling.

• Handling, loading, stowage, or unloading of the Goods by the Customer or third parties.

• Inherent vice or nature of the Goods.

7. Insurance

7.1. The Company will not procure insurance for the Goods unless expressly instructed and agreed upon in writing by the Customer.

7.2. All insurance arranged by the Company is subject to the standard terms and conditions of the relevant insurance providers.

7.3. The Customer is advised to obtain appropriate insurance coverage for their Goods.

8. Claims and Disputes

8.1. Notification of Claims: Claims must be submitted in writing within the following timeframes:

• Ocean transport: 1 year from the date of loss.

• Air transport: 2 years from the date of loss.

• Customs-related claims: 75 days from the date of the event.

8.2. Dispute Resolution: All disputes will be resolved under the jurisdiction of the State of Texas, and the applicable laws will govern.

8.3. The Company shall be notified of any loss or damage in writing, failing which the claim may be deemed invalid.

9. Payment Terms

9.1. Payment Obligations: Payments for services must be made promptly as per the agreed terms. Delays or defaults in payment may result in interest charges and additional penalties.

9.2. General Lien: The Company holds a general lien on all Goods in its possession for unpaid charges. The Company may sell or dispose of the Goods to recover outstanding amounts if necessary.

9.3. The Customer shall be responsible for all costs, including legal fees, incurred by the Company in recovering unpaid amounts.

10. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Texas, and all disputes shall be resolved exclusively in the courts of Texas.

11. Amendments and Modifications

Any modifications to these Terms must be in writing and signed by both the Customer and the Company. Any unilateral changes made by the Customer will be deemed invalid.

12. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

13. Entire Agreement

These Terms constitute the entire agreement between the Company and the Customer regarding the services and supersede all prior agreements and understandings, whether written or oral.

14. Waiver

The failure of either party to enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision, nor of the right to enforce such provision.

15. Confidentiality

Both parties agree to keep confidential any proprietary information received from the other party in the course of the performance of these Terms, except as required by law or as necessary to perform the services. Neither party shall disclose such information to any third party without the prior written consent of the other party.