Terms & Conditions

1. Definitions

“Company” shall mean Hospitality Logistics, Inc. DBA Solvera Global Logistics, its subsidiaries, related companies, agents and/or representatives;
“Conditions” shall mean all the terms and conditions of contract as stated herein.
“Shipper” shall mean the person for which the Company is rendering service (including the customer identified in any credit application submitted to Company), as well as it’s agent and/or representative, including but not limited to, shippers, owners, notify parties, importers, exporters, carriers, secured parties, warehousemen, buyers and/or seller, Shipper’s agents, insurers and underwriters, break-bulk agents, consignee, etc.
“Documentation” shall mean all information received directly or indirectly from Shipper, whether in paper or electronic form.
“Ocean Transportation intermediaries” (“OTI”) shall include an “ocean freight forwarder” and a “non-vessel operating carrier”;
“Service Provider (or Parties)” shall include, but not be limited to, the following: carriers (including via motor, rail, air and ocean), freight forwarders, property brokers, Indirect Air Carriers, OTIs, customs brokers, agents, warehousemen and others to which the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage or otherwise.

2. Scope of These Conditions

Any and all activities of Company in the course of its business including any advice, information or service provided by the Company whether for compensation or not are undertaken subject to, and governed by, these Conditions. In addition, those activities undertaken by Company pursuant to the following documents, if issued by Company with respect to such activities, will also be subject to the terms and conditions of such documents, which such terms and conditions shall apply and govern to the extent of any conflict with the provisions herein: (i) Company’s U.S. domestic and international house airbills relating to the consolidation and carriage of goods by air if and only if Company has named itself as the “Carrier” therein; (ii) Company’s ocean bill of lading relating to the consolidation and carriage of goods by sea if and only if Company has named itself as the “Carrier” therein; (iii) Company’s warehouse receipt relating to the consolidation and storage of goods in a warehouse owned or operated by Company; and (iv) Company’s surface bill of lading relating to the consolidation and carriage of goods by road if and only if Company has named itself as the “Carrier” therein. The terms and conditions contained in the above listed documents shall apply to the respective services regardless of whether Shipper received the document before or after the commencement of those services, and Shipper hereby accepts those conditions for the services described in (i)-(iv) above.
Notwithstanding the foregoing, these Conditions shall govern Company’s liability with respect to its undertaking to file or submit any information, in any format, to any government regulatory agency, organization or similar entity on Shipper’s behalf and with Shipper’s written authorization, whether in conjunction with the activities and pursuant to the terms detailed in Paragraph 2(a)(i)-(iv), above, or whether provided as a separate service by Company, for compensation or not.
If any law is compulsorily applicable to any business undertaken, these conditions shall, as regards such business, be read as subject to such law and nothing in these conditions shall be construed as a surrender by Company of any of its rights, immunities, or protections, or as an increase of any of its responsibilities or liabilities, under such law. If any part of these Conditions is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in full force and effect. 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.
Company may, in its sole discretion, amend these Conditions from time to time in which case the modified terms and conditions will take effect as of the date they are posted on Company’s website. If Shipper wishes to contract with Company otherwise, special arrangements can be made and revised prices quoted but such arrangements shall only become applicable if made in writing and signed by a director or officer of Company. Any attempt by Shipper to otherwise alter, amend or modify these Conditions shall be null and void.
The liability of any entity included in the definition of “Company” herein is several and not joint, and in no event will any such entity be responsible for any acts or omissions of any other party, including, but not limited to any other entity included in the definition of “Company”.

3. Property Broker Services

With respect to goods where Company has solely arranged for motor carrier transportation via motor carrier providing services on a full truckload basis (as determined by Company in its sole discretion) of goods moving between points in the United States, points in Canada, or points in the United States and Canada, Company will be deemed to be operating as a broker as defined in 49 U.S.C. 13102 and the following provisions will govern and apply to Company’s arrangement of such transportation to the extent of any conflict with any other provision of these Conditions:

Company’s sole responsibility with respect to engaging motor carrier Service Providers is to make reasonable efforts to place Shipper’s goods with motor carriers: (i) authorized to perform the services required by Shipper; (ii) that do not hold an “unsatisfactory” or unfit safety rating from the U.S. Department of Transportation; and (iii) that possess all insurance coverages required by applicable law.
Company will require all motor carriers performing services pursuant to this Section to agree to assume liability for cargo loss, damage and delay in accordance with the Carmack Amendment as currently codified at 49 U.S.C. § 14706, except in no event will such liability exceed $100,000 per trailer or conveyance unless Shipper has requested, and Company has agreed, to declare additional value with the carrier in accordance with these Conditions.
Company’s sole liability for cargo loss, damage, delay or destruction with respect to goods subject to this Section shall be if the carrier fails to pay a claim for which it is liable pursuant to subsection b) above within one hundred twenty (120) days of the date of a properly filed claim, in which case, Company will assume liability to Shipper for such claim as if Company were the “carrier” in accordance with subsection b).
Claims alleging liability for loss, damage, delay or destruction to cargo subject to this Section must be filed with Company within six (6) months of the date of delivery or, if no delivery, the date on which delivery should have occurred. Otherwise, Company shall have no liability arising from or related to any such claim.

4. Obligations of Shipper

Shipper warrants that:

Shipper is either the owner or the authorized agent of the owner of the goods and that Shipper is authorized to engage Company both on behalf of Shipper and as agent for the owner of the goods under these terms and conditions;
The description and particulars of the goods provided by Shipper, including but not limited to their marks, number, weight, volume and quantity, are complete and correct in all respects;
Shipper has verified the weight of the goods destined for transport on steamship lines by using properly calibrated and certified equipment and that Company is entitled to rely on the accuracy of such weight and to endorse such verified weight as agent of Shipper.
The goods are properly marked and suitably packaged for normal handling, including any special handling requested by Shipper if applicable, and that the goods have been properly loaded in a suitable transport unit in suitable and good condition to carry the goods;
Any cargo that is hazardous, dangerous, noxious or has any potential to encourage vermin or taint other goods has been packaged, tendered and/or labeled in accordance with applicable governmental or industry rules and regulations and identified as such at the time of Shipper’s request for services with respect to such goods and in any event prior to receipt by Company or its subcontractor(s);
The goods do not require insulated, refrigerated, ventilated or other special storage or handling not disclosed to Company at or before the time of Shipper’s request for services with respect to such goods;
It is in compliance with all applicable laws and government rules and regulations, and has obtained any and all permits or licenses, related in any way to the transport of its goods, including, but not limited to, the U.S. Foreign Corrupt Practices Act, the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, the U.S. Anti-Boycott regulations, the various U.S. economic sanctions programs administered by the U.S. Treasury’s Office of Foreign Assets Control and any applicable laws or regulations of any country to, from, through or over which goods may be carried; and
Shipper is knowledgeable about its business and matters relating thereto (including the rigors of transportation of its goods) and is able, prepared and willing to use all reasonable methods to cooperate with Company for efficient execution of the services Company provides.
In no event will Company have any responsibility for, and Shipper will defend, indemnify, and hold Company harmless from, and will pay and reimburse, any charges imposed by third parties with respect to use of equipment in which cargo tendered by, to or on behalf of Shipper is or has been laden, or for charges assessed with respect to storage or handling of any such equipment, including, but not limited to, charges assessed by steamship lines, rail carriers, rail terminal operators, marine terminal operators or port authorities. Without limiting the generality of the foregoing, Company shall have no liability for any such charges arising from or related to port congestion, lack of equipment availability, labor shortages, or other situations impacting port or intermodal transportation operations.
If Company has provided Shipper with any information regarding the identity of the Service Provider or the Service Provider’s personnel that are scheduled to pick-up a shipment for transportation, Shipper will, or if Shipper is not the consignor, Shipper will require the consignor to, confirm the information prior to tendering a shipment and will not tender if the information of the Service Provider or personnel that arrives to retrieve a shipment is not the same as the information provided by Company. Company will not be liable for any loss or damage arising from or related to the tendering party’s failure to verify the Service Provider or personnel information.

5. Company as Agent

Company may, in its discretion and with respect to any given transaction, act as a principal or as the agent of Shipper and Shipper authorizes Company to do so. Without limiting the situations in which Company may act as principal, Company will act as principal when:
1. it issues a transport document or electronic record such as a bill of lading or airbill naming Company as the “Carrier” and otherwise evidencing its obligation to deliver goods;
2. it issues a warehouse receipt evidencing its acceptance of goods for storage at a facility owned or operated by Company; or
3. the direct employees of Company are physically handling the goods in the course of any service.
The fact that Company is identified as a “Carrier” in a bill of lading or waybill will not alter the fact that Company’s role is solely that of a non-asset logistics company that does not operate any transporting conveyances.
Without limiting that situations in which Company may act as agent, Company will act as agent any time it makes any filing on behalf of Shipper with any governmental regulator.
When acting as an agent, Company acts solely on behalf of Shipper in engaging the services of Service Providers, which such engagement may be on any terms negotiated with such Service Providers, including, but not limited to, on the usual terms and conditions on which the Service Providers offer services for the carriage, storage, packing, consolidation or handling of any goods, or for any other service in relation to them, thereby establishing a direct contract between Shipper and the Service Providers capable of being enforced by Shipper as principal, whether or not Shipper is identified in such contract. Shipper acknowledges that it shall be bound by the terms and conditions of the agreements made by Company with Service Providers, which may contain limitations of liability.

6. Limitation of Liability

Except as specifically set forth in these Conditions, Company makes no express or implied warranties in connection with its services;
Shipper agrees that in connection with any and all services performed by Company, except to the limited extent Company has directly and expressly assumed additional liability in these Conditions, Company shall only be liable for its negligent acts, which are the direct and proximate cause of any injury to Shipper, including loss or damage to Shipper’s goods, and Company shall in no event be liable for the acts or omissions of any third party, including any Service Providers. Nor will Company have any liability to Shipper related to or arising from the selection of Service Providers or the terms, conditions or agreements pursuant to which Service Providers perform their services.
Company’s liability, if any and regardless of cause, shall not exceed: (i) In the case of claims for loss or damages to goods (including loss or damage due to unreasonable delay) whichever shall be the lower of: (A) The value of any goods lost or damaged, or (B) The sum of $[100] per shipment; and (ii) in the case of all other claims (including, but not limited to, claims relating to “customs business”) whichever shall be the lower of: (A) The amount owed by Shipper to Company with respect to the specific services giving rise to such liability, or (B) The sum of $[100] per occurrence.For the purposes of the above calculation, the value of the goods shall be their value at the place and time they are delivered or should have been so delivered to the consignee in accordance with the relevant transaction between Company and Shipper.
Company’s sole liability arising from or relative to delay in the pick-up or delivery of goods shall be for or related to failure to deliver or arrange delivery of goods in a reasonable time if such failure causes loss or damage to the goods.
IN NO EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES FOR LOST PROFITS OR BUSINESS INTERRUPTION, REGARDLESS OF WHETHER COMPANY WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
In no event will a missing, broken or unreadable seal on any trailer or container result in any presumption that cargo has been adulterated, contaminated, or otherwise rendered unfit for its intended purpose.

7. Declaring Higher Value to Service Providers

Service Providers to whom goods are entrusted may limit liability for loss or damage, and Shipper agrees that it is bound by such limitations. Company will request excess valuation coverage from such Service Providers only upon specific written instructions from Shipper received by Company at least seventy-two (72) hours prior to scheduled pick-up. Shipper agrees that it will be solely responsible for the charges associated therewith, and that failure to pay such charges may result in lack of such coverage. In the absence of written instructions from Customer, or the refusal of the Service Provider to agree to a higher declared value, at Company’s discretion, the goods may be tendered to the Service Provider subject to the otherwise applicable limitation of liability without any additional liability on Company.

8. Limitation of Actions

Subject to any longer claim filing period that is mandatory under an applicable statute or international convention, Company will have no liability for a potential or actual loss arising from or related to services herein unless the claim therefore is made in writing and received by Company within twenty (20) days of the event giving rise to the claim; the failure to give Company timely notice shall be a complete defense to any suit or action commenced by Shipper.
Subject to any longer period that is mandatory under an applicable statute or international convention, Company will have no liability for a potential or actual loss arising from or related to services herein unless suit is filed and properly served on Company within one (1) year of the event giving rise to the underlying claim.
Investigating, negotiating or otherwise dealing with claims by Company or its legal advisors shall not be deemed a waiver of the foregoing provisions.
Release of the goods into the custody of the person entitled to delivery thereof, without notation of loss or damage on the transport documents prior to such release, shall be prima facie evidence of delivery of the goods in good order and condition, as was the state of such goods upon tendering to Company. Any such loss or damage must be immediately reported to Company. If loss or damage is not apparent, written notice must be given to Company within three (3) days after delivery and failure to give such timely notice shall also be a complete defense to any suit or action commenced by Shipper. Should a consignee refuse to sign for the receipt of goods, Company shall request further instructions from Shipper and all expenses in connection with such further instructions shall be the responsibility of Shipper.

9. Company’s Freedom In the Selection of Service Providers and/or Routes

Company shall be entitled to engage any other person, firm or company to perform any of its obligations herein. Selection of a Service Provider by Company shall not be construed as a warranty or representation by Company that such Service Provider will render services, nor does Company assume responsibility or liability for the actions and/or inactions of such Service Providers, nor for any liability due to delay, loss or damage which occurs while goods are in the custody or control of any such Service Provider or agent thereof. Shipper shall not seek to impose upon any such Service Provider any liability greater than that accepted by the Service Provider pursuant to the Service Provider’s engagement by Company. All claims in connection with the acts or omissions of a Service Provider shall be brought solely against such party and/or its agents; in connection with any such claim, Company shall reasonably cooperate with Shipper, which shall be liable for any charges or costs incurred by Company. If at any time the method and/or route of forwarding selected by Shipper shall become impossible to perform for any reason, Company may use any other method available at its discretion and all charges and/or expenses incurred in using such method shall be for Shipper’s account. Any provisions of these Conditions to the contrary notwithstanding, in no event will Company have any liability to Shipper or any other person for the consequences of identity theft or fraud perpetrated by any third party, including any liability arising from Company doing business or seeking to do business with a third party that has misrepresented its identity to Company.

10. Liberties

No date for completion is fixed and in particular but without prejudice to the generality of the foregoing Company accepts no responsibility for departure or arrival dates or times.
Company shall not be obliged to arrange for the goods to be carried, stored or handled separately from other goods, except under special arrangements previously made in writing.
If at any stage in any transaction Company should reasonably consider that there is good reason in Shipper’s interests to depart from any of Shipper’s instructions, Company shall be permitted to do so and shall not incur any additional liability in consequence of so doing.
If at any time events or circumstances come to the attention of Company which in the opinion of Company make it wholly or in part impossible or impracticable, commercially or otherwise, for Company to perform for any reason, Company may use any other method available to deal with the goods at its sole discretion and all charges and/or expenses incurred in using such method shall be for Shipper’s account. Company shall endeavor where commercially practicable to inform Shipper of such events or circumstances and seek further instructions, but reserves the right, in any event, to do so at Shipper’s expense.

11. Rates and Quotations

Unless Company determines, in its sole discretion, to forego collection of charges owed to Service Providers, Compensation paid by Shipper to Company shall include the rates and charges of all carriers and Service Providers used by Company in performing services with respect to the goods. All such amounts are due to Company in advance unless Company determines, in its sole discretion, to grant Shipper credit in which case, payment shall be made within the credit period granted by Company. Granting of credit as to a particular transaction shall not be considered a waiver of this provision and Shipper may suspend credit at any time in its sole discretion including after commencing services with respect to which credit was previously granted. Charges shall be invoiced on the actual or dimensional weight of the goods, whichever is greater. Shipper is liable for all charges imposed by Service Providers with respect to the goods regardless of whether included in any quotations provided by Company.
Company may, in its sole discretion, agree to handle a collect shipment (whether for freight charges, duties, charges or any other monies) using reasonable care, but shall have no liability if the consignee or other person refuses to pay for the shipment or if payment is collected via the wrong method. Shipper shall remain ultimately responsible for all such charges.
Quotations generally as to fees, rates of duty, freight charges, insurance premiums or other charges given by Company to Shipper are for informational purposes only and are subject to change without notice, and such amounts do not include provision of services not foreseen or contemplated at the time provided. Company shall not be bound to a quotation for the use of a particular provider, nor particular fee for services, unless in a separate writing, acknowledged and agreed by both parties in advance of the transaction and in all events subject to and conditioned upon Shipper’s provision of accurate and complete information regarding the goods. Shipper is liable for all charges arising from services, including, but not limited to, any and all amounts assessed by Service Providers, costs related to requests for cancellation (including charges for services rendered prior to cancellation), costs related to requests for reconsignment or otherwise due to inaccurate or incomplete information provided by or on behalf of Shipper. Without limiting the foregoing, Shipper is liable for any and all additional costs incurred by Company and/or any Service Provider due to any assessment or surcharge by a governmental authority, marine terminal operator, or other costs incurred that were not anticipated at the time of booking and that are incurred through no fault of Company or the Service Provider.
All charges are earned in full upon Company’s agreement to provide services. All invoices from Company shall be due and payable without deduction or offset and all payments shall be made in United States Dollars. Shipper shall be responsible for all normal and customary fees associated with it affecting payment by wire transfer.

12. Reliance on Information Furnished

Shipper acknowledges that it is required to review all documents and declarations prepared and/or filed with any government agency and/or third parties for completeness and accuracy, and will immediately advise Company of any errors, discrepancies, incorrect statements, or omissions on any declaration filed on Shipper’s behalf.
In preparing and submitting customs entries, export declarations, applications, Documentation and/or export data to the United States and/or a third party, Company relies on the correctness of all Documentation whether in written or electronic format and all information furnished by Shipper. Shipper agrees that Shipper has an affirmative non-delegable duty to disclose any and all information required by any party, including Company, to import, export, or otherwise deal with the goods.

13. Insurance

Unless requested to do so in writing and confirmed to Shipper in writing, Company is under no obligation to assist in the procurement of insurance on Shipper’s behalf. In all cases, Shipper shall pay all premiums and costs in connection with procuring insurance. Shipper acknowledges and agrees that Company is not in the business of arranging for insurance and is not acting as an insurance broker or insurer.

14. Indemnification/Hold Harmless

SHIPPER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS COMPANY FROM AND AGAINST, AND SHALL PAY AND REIMBURSE COMPANY FOR ANY AND ALL DIRECT AND INDIRECT LIABILITIES, CLAIMS, LOSSES, EXPENSES, COSTS (INCLUDING ATTORNEY FEES) OR DAMAGES (FOR PURPOSES OF THIS PROVISION, “CLAIMS”) INCURRED OR OCCASIONED BY (i) A BREACH BY SHIPPER OF ANY OF THE WARRANTIES CONTAINED HEREIN; (ii) THE FAILURE OF SHIPPER TO COMPLY WITH THESE PROVISIONS; (iii) Company’s EXECUTION OF Shipper’s INSTRUCTIONS; (iv) Shipper’s NEGLIGENCE OR WILLFUL MISCONDUCT; OR (v) ANY AUXILIARY SERVICES INCLUDING BUT NOT LIMITED TO LOCAL CARTAGE, CRATING, UNCRATING, PACKING, AND UNPACKING WHICH ARE REQUESTED BY SHIPPER AND ARRANGED BY COMPANY AS A CUSTOMER ACCOMMODATION WHEN SUCH SERVICES ARE NOT ACTUALLY PERFORMED BY COMPANY; OR (vi) CLAIMS, SEEKING TO IMPOSE LIABILITY IN EXCESS OF ANY LIABILITY EXPRESSLY ASSUMED BY COMPANY HEREIN OR IN EXCESS OF ANY LIMITATION OF LIABILITY TO WHICH COMPANY IS ENTITLED HEREIN. THE INDEMNITY OBLIGATIONS IN THIS PROVISION SHALL NOT APPLY TO THE EXTENT A CLAIM IS DETERMINED BY A COURT OF APPROPRIATE JURISDICTION TO HAVE BEEN CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF COMPANY.

15. Costs of Collection

In any dispute involving monies owed to Company, Company shall be entitled to all costs of collection, including reasonable attorney’s fees and interest at 15% per annum or the highest rate allowed by law, whichever is less, unless a lower amount is agreed to by Company in a separate writing acknowledged by both Company and Shipper.

16. General Lien

Company shall have a general and continuing lien on any and all property of Shipper coming into Company’ s or a Service Provider’s actual or constructive possession or control for monies owed to Company with regard to the shipment on which the lien is claimed, any prior shipment(s), and/or both;
Company shall provide written notice to Shipper of its intent to exercise such lien, the exact amount of monies due and owing, as well as any ongoing storage or other charges. Shipper shall notify all parties having an interest in its shipment(s) of Company’s rights and/or the exercise of such lien; and
Unless, within fifteen (15) days of receiving notice of lien, Shipper shall post cash or letter of credit at site, or if the amount due is in dispute, an acceptable bond equal to 110% of the value of the total amount due, in favor of Company, guaranteeing payment of the monies owed, plus all storage and other charges accrued or to be accrued, Company shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds remaining thereafter shall be refunded to Shipper.
Company shall be under no obligation to exercise any lien for General Average contribution due to Shipper or any other person.

17. Taxes

Shipper shall be liable for any duties, taxes, imports, levies, deposits or outlays of any kind levied by any authorities at any port or place for or in connection with the goods or Company’s services, and for any payments, fines, expenses, loss or damage whatsoever incurred by Company, its servants, agents or sub-contractors in connection therewith. Shipper shall, upon request, make immediate (advance) payment to Company to cover any money for which Shipper is or may become liable under this paragraph. Company shall not be under any obligation to advance any money to Shipper or any person for such purpose.

18. No Modification of Amendment Unless Written

Company may, in its sole discretion, amend these Conditions from time to time in which case the modified Conditions will take effect as of the effective date therein. Shipper and Company may agree to alternative terms in a writing signed by both parties. Any attempt by Shipper to unilaterally alter, amend or modify the same shall be null and void. Any such variation, cancellation, or waiver of these Conditions must be in a writing signed by an officer of Company and notice is hereby given that no other person has or will be given authority to agree to any variation, cancellation or waiver of these terms and conditions.

19. Severability

In the event any paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in full force and effect.

20. Force Majeure

Company shall not be liable for loss, damage, delay, wrongful or missed deliveries or nonperformance, in whole or in part, of its duties herein, resulting from circumstances beyond the reasonable control of either Company or its subcontractors, including but not limited to: (i) acts of God, including disease or pandemic, epidemic, flood, earthquake, storm, hurricane, power failure or other natural disaster; (ii) war, robbery, theft, hijacking or terroristic activities; (iii) embargoes; (iv) deterioration to means of transportation; (v) civil commotions or riots; (vi) defects, nature or inherent vice of the goods; (vii) acts, breaches of contract or omissions by Shipper or any other person that may have an interest in the goods; (viii) acts by any government office or agency; or (ix) strikes, lockouts, or other labor related conflicts or slowdowns.

21. Regulatory Compliance

Shipper acknowledges that it has the sole responsibility for maintaining records required of it by law or for use in its business and Company shall have no obligations related thereto. Company shall only be required to keep those records required of it by applicable laws or regulations and shall have no liability as to Shipper in the event that Company fails to comply with such laws or regulations.
Unless requested by Shipper in writing and agreed to by Company in writing, Company shall be under no obligation to undertake any ancillary regulatory activity related to “customs business,” including but not limited to obtaining binding rulings, filing petitions or protests, advising of liquidations; similarly Company shall not be obligated to obtain an import or export license or be responsible for ascertaining or determining licensing responsibility unless agreed to in writing, in advance. Any such services performed by Company will be performed as agent of Shipper.

22. Governing Law; Consent to Jurisdiction and Venue

Except to the extent governed by other compulsorily applicable law, these Conditions and the services provided by Company shall be governed by and subject to the laws of the State of North Carolina, without regard to the choice-of-law rules of North Carolina or any other state or nation. SHIPPER AND COMPANY AGREE THAT ANY CLAIM OR DISPUTE ARISING FROM OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR SERVICES RENDERED HEREIN, WHETHER UNDER FEDERAL, STATE, LOCAL, OR FOREIGN STATUTES, REGULATIONS, OR COMMON LAW, SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS OF APPROPRIATE SUBJECT MATTER JURISDICTION SERVING CHARLOTTE, NORTH CAROLINA. SHIPPER AND COMPANY HEREBY CONSENT TO THE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVE ALL CHALLENGES TO PERSONAL JURISDICTION OF, OR VENUE IN, SUCH COURTS. In the event Shipper files an action against Company, Shipper hereby consents to any Company-instituted transfer of such action to any other venue in which Company is a party or subsequently becomes a party to an action concerning loss, damage or delay to the cargo that is the subject of Shipper’s action. If Company prevails in any dispute subject to these Conditions or otherwise arising from its Services, Shipper will be responsible for any and all of Company’s attorney’s fees and costs. If any provision of these Conditions is declared void, invalid or unenforceable by any court of law, the remaining provisions of these Conditions shall, to the extent permitted by such declaration, remain in full force and effect as though the void, invalid or unenforceable provisions were never a provision of these Conditions. No agent, servant or representative of Company has authority to alter modify or waive any provisions of this contract unless in a writing signed by an officer of Company.

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