TERMS AND CONDITIONS OF SERVICE OF JUNO LOGISTICS, INC.

These terms and conditions of service constitute a legally binding contract between the Company, as defined below, and the Customer, as defined below. Subject to any additional or expressly contrary provisions of any applicable law, bill of lading or tariff, the following terms and conditions shall apply to all air, ocean, truck, rail and other shipments handled by, or any services provided by, Juno Logistics, Inc. or any of its subsidiaries, related companies, agents and/or representatives, including but not limited to MET Logistics CHB, LLC (all of which are referred to as “Company”), whether as a broker, freight forwarder, OTI, NVOCC, break bulk agent, customs broker, trucking company, warehouse or otherwise:

1. Definitions

(a) “Customer” shall mean all individuals, partnerships, companies, corporations or other entities or persons for which Company is rendering service, as well as its agents and/or representatives, and shall include, but not be limited to, all shippers, consignees, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, etc. It is the responsibility of Customer to provide notice and a copy of these terms and conditions of service to all such agents, representatives or persons with any interest in any shipment or freight.
(b) “Documentation” shall mean all information received directly or indirectly from a Customer, whether in paper or electronic form.
(c) “Ocean Transportation Intermediaries” (“OTI”) shall include an ocean freight forwarder and a non-vessel operating carrier.
(d) “Third parties” shall include, but not be limited to, the following: “carriers, truckmen, cart men, lighter men, forwarders, 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. Company as Agent.

The Company acts as the solely as the Customer’s agent for the purpose of performing duties in connection with arranging for the transportation of freight into, from and within the United States, including but not limited to arranging and completing documentation for the transportation, import and export of goods, complying with import and export license requirements, entry and post-entry customs services, and dealing on the Customer’s behalf with carriers and government agencies, and otherwise arranging for transportation and other logistics services in any capacity other than as a carrier.

3. Warranty Disclaimers. Disclaimer of Liability.

(a) Except as specifically set forth herein, Company makes no express or implied warranties in connection with its services.
(b) Customer agrees that Company shall only be liable for its own intentional or negligent acts which are the direct and proximate cause of loss of or damage to the freight. Company shall not be liable for any delivery delays. Company shall in no event be liable for the acts or inaction of anyone else, including any third parties.
(c) Unless Company has agreed to a higher valuation and Customer has paid all associated premiums or charges, Company’s liability for lost, damaged or delayed freight by any cause whatsoever shall not exceed:

(i) for air shipments, 17 “special drawing rights” (as defined and calculated by the International Monetary Fund) per kilogram;
(ii) for ocean shipments, US$500 per package or shipping unit
(iii) for damages resulting from activities relating to customs brokerage, the lesser of $50 or the brokerage fees paid to Company for the shipment or transaction.

(d) In no event shall Company be liable or responsible for consequential, indirect, incidental, statutory or punitive damages, even if it has been put on notice of the possibility of such damages.
(e) Company shall not be liable for any delay or loss of any kind which occurs while a shipment is in the custody or direct control of anyone other than Company. All claims in connection with the act of a third party shall be brought solely against such party and/or its agents. Company shall reasonably assist Customer as requested in processing claims against third parties, and Customer shall be liable for any charges or costs incurred by Company.

4. Limitation of Actions

(a) Unless subject to a specific statute or international convention, a notice of any claim against Company for a potential or actual loss, damage or delivery delay must be made in writing and received by Company within 14 days of the date the freight is tendered to the consignee (or within 120 days from the date the bill of lading was issued, in the case of non-delivery of the freight, including total loss or destruction); the failure to give Company timely notice shall be a complete defense to any suit or action commenced by Customer.
(b) All lawsuits against Company must be filed and properly served on Company as follows:

(i) For claims arising out of ocean transportation, within 1 year from the date on which the freight was delivered or should have been delivered;
(ii) For claims arising out of air transportation, within 2 years from the date on which the freight was delivered or should have been delivered;
(iii) For claims arising out of the preparation and/or submission of an import entry, within 75 days from the date of liquidation of the entry;
(iv) For any and all other claims of any other type, within 2 years from the earliest of

(a) the date of the first full or partial delivery to the consignee;
(b) the date on which the aircraft or steamship arrived at the final port; or
(c)the date on which the transportation stopped.

5. No Liability for the Selection or Services of Third Parties and/or Routes.

Unless services are performed by persons or firms engaged pursuant to express written instructions from Customer, Company shall use reasonable care in its selection of third parties, or in selecting the means, route and procedure to be followed in the handling, transportation, clearance and delivery of the shipment. Any representation or statement by Company that a particular person or firm has been selected to render services with respect to the goods shall not be construed to mean that Company warrants or represents that such person or firm will render such services nor does Company assume responsibility or liability for any actions(s) and/or inactions(s) of such third parties and/or its agents.

6. Quotes Not Binding.

Any quotes issued by Company to Customer regarding fees, transportation times, duty rates, freight charges, insurance premiums or other charges are for informational purposes only and are subject to change without notice. No quotation shall be binding upon Company unless Company in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quote and payment arrangements are agreed to between Company and Customer.

7. Reliance On Information Furnished.

(a) Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with the Customs Service, other Government Agency and/or third parties, and will immediately advise Company of any errors, discrepancies, incorrect statements, or omissions on any declaration filed on Customers behalf;

(b) 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 Customer. Customer shall use reasonable care to insure the correctness of all such information and shall indemnify and hold Company harmless from any and all claims asserted and/or liability or losses suffered by reason of Customer’s failure to disclose information or any incorrect or false statement by Customer upon which Company reasonably relied. Customer agrees that Customer has an affirmative non-delegable duty to disclose any and all information required to transport, import, export or enter the goods.

8. Declaring Higher Value to Third Parties.

Third parties to whom the goods are entrusted may limit liability for loss or damage. Company will request excess valuation coverage only upon specific written instructions from Customer, which must agree to pay any premiums or charges for such coverage. In the absence of written instructions or upon the refusal of the third party to agree to a higher declared value, at Company’s discretion the freight may be tendered to the third party subject to the terms of the third party’s limitations of liability and/or terms and conditions of service.

9. Insurance.

Unless requested to do so in writing and agreed to by Company in writing, Company is under no obligation to procure insurance on Customer’s behalf. In all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance.

10. Duties, Taxes and Other Charges.

Company is authorized (but shall be under no obligation) to advance any duties, taxes or charges and to make any disbursements with respect to the freight, and all Customers with respect to a shipment shall be jointly and severally liable for reimbursing Company for such amounts. Company shall be under no obligation to incur any expense or to make any advance in connection with the forwarding or re-forwarding of any freight. If it is necessary to make customs entry of the freight at any place, the freight shall be deemed to be consigned at such place to the person named on the bill of lading as customs consignee or, if no such person is named, to Company or to such customs consignee, if any, as Company may designate. If, for any reason, it is impossible for Company to complete a contract of carriage or if the consignee fails or refuses to accept delivery of the goods, Company may store the goods at its applicable storage rates or, at its option, may store the goods in a public warehouse, in which event the storage rates charged by such warehouse shall apply. All such charges shall be the responsibility of Customer.

11. Compliance with Regulations.

Customer shall comply with all applicable laws and government regulations of any country to, from, through or over which the freight might be carried, including those relating to the packing, carriage, marking or delivery of the freight. Company is not liable or responsible to Customer or anyone else for any fines, penalties, losses, expenses or damages incurred or caused due to Customer’s failure to comply with such laws or regulations.

12. Fit for Carriage; No Dangerous, Temperature Controlled or Perishable Freight.

Except as agreed to in writing by Company, Customer warrants to Company that the freight is fit for carriage (overseas and local), storage, packing or other handling pursuant to Customer’s instructions and are not considered dangerous goods, perishable or requiring temperature controls. If Customer nevertheless delivers any such goods to Company or causes Company to accept or handle or deal with any such goods, then whether or not Company is aware of the nature of such goods, Customer shall be liable for all expenses, costs, losses, damages, fines, penalties or other expenses of any sort incurred by Company in connection with the freight and shall indemnify Company against all such amounts and any other liabilities or claims arising in connection with the goods. In addition, Company, in its sole discretion, may destroy the freight or otherwise deal with it at the risk and expense of, and without liability to, Customer.

13. Indemnification/Hold Harmless.

Customer agrees to indemnify, defend, and hold Company harmless from any claims and/or liability arising from the transportation, importation or exportation of Customer’s freight and/or any conduct or inaction of Customer which violates any federal, state or other laws. Customer further agrees to indemnify and hold Company harmless against any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to reasonable attorneys fees and expenses, which Company incurs, suffers or is required to pay by reason of such claims. If any claim, suit or proceeding is brought against Company, Company shall give notice in writing to Customer by mail at its address on file with Company.

14. C.O.D. or Cash Collect Shipments.

Company shall use reasonable care to comply with written instructions relating to “Collect” or “C.O.D.” shipments. However, Company is not a guarantor of payment and shall have no liability if the consignee refuses to pay for the shipment or if the payment tendered by the consignee is not honored by the consignee’s bank.

15. Payment Terms.

The full amount of every invoice is due within ten (10) days from the date of Customer’s receipt of the invoice. Any amount which is unpaid within that time shall accrue interest at the rate of one and a half percent (1.5%) per month until paid, which interest shall be added to the balance owed. Regardless of to whom the invoice is issued, the shipper, consignee and owner of the freight jointly and severally guarantee to Company the payment of all amounts set forth in an invoice. All amounts owed shall be paid without set-off, counterclaim, deduction or delay.

16. Collection Expenses.

If it becomes necessary for Company to utilize a collection agency and/or an attorney to collect any unpaid amount of this invoice, Customer shall be obligated to pay the actual collection agency fees, attorneys fees and litigation or other expenses, including but not limited to court costs, incurred by Company, regardless of whether litigation is actually filed.

17. General Lien and Right To Sell Customer’s Property

(a) Customer grants to Company a general and continuing lien on and security interest in any and all property (and documents relating thereto) of Customer that comes into Company's actual or constructive possession, custody or control for all charges, expenses, advances or amounts of any kind owed to Company or to Company's affiliated companies. Company's lien shall extend to and include all amounts owed with respect to any prior, current or subsequent shipments or storage of freight for or on behalf of Customer.
(b) Company may refuse to surrender possession or control of any such property until all amounts owed to Company by Customer are paid in full, including but not limited to any on-going shipping or warehouse charges.
(c) Company shall provide written notice to Customer of its intent to execute its lien by selling the property at a public or private sale, including stating the exact amount of money owed, as well as any on-going storage or other charges. Customer shall notify all parties having an interest in such shipments or property of Company’s rights and/or the intent to execute its lien by sale of the property.
(d) Unless, within 30 days after receiving such notice, Customer pays the amount owed or, if the amount is in dispute, provides to Company an acceptable bond equal to 110% of the amount claimed by Company plus all on-going storage or other charges, guaranteeing payment of all amounts owed, Company may sell such property at a public or private sale. The net proceeds of such sale shall be applied to the amounts owed. Any surplus shall be paid to Customer, and Customer shall remain liable for the balance of any unpaid amounts owed to Company.

18. No Duty To Maintain Records for Customer.

Customer acknowledges that pursuant to Sections 508 and 509 of the Tariff Act, as amended, (19 USC 1508 and 1509) it has the duty and is solely liable for maintaining all records required under the Customs and/or other Laws and Regulations of the United States. Unless otherwise agreed to in writing, Company shall only keep such records that it is required to maintain by Statute(s) and/or Regulations(s), but not act as a “record keeper” or “recordkeeping agent” for Customer.

19. Obtaining Binding Rulings, Filing Protests, etc.

Unless requested by Customer in writing and agreed to by Company in writing, Company shall be under no obligation to undertake any pre-or post-Customs release action, including, but not limited to, obtaining binding rulings, advising of liquidations, filing of petition(s) and/or protests, etc.

20. Preparation and Issuance of Bills of Lading.

Where Company prepares and/or issues a bill of lading, Company shall be under no obligation to specify the number of pieces, packages and/or cartons, etc. unless specifically requested to do so in writing by Customer or its agent and Customer agrees to pay for same. Company shall rely upon and use the freight weight supplied by Customer.

21. Compensation of Company.

The compensation to be paid to Company for its services shall be in addition to the rates and charges of all carriers and other agencies selected by Company to transport and deal with the goods, and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by Company from carriers, insurers, and others in connection with the shipment. On ocean exports, upon request, Company shall provide a detailed breakout of the components of all charges assessed and a true copy of each pertinent document relating to these charges.

22. Governing Law; Consent to Jurisdiction and Venue.

These terms and conditions of service and the relationship of the parties shall be governed and interpreted under the laws of the State of Illinois, without reference to its conflicts of law principles. Customer and Company agree that any and all legal actions brought by any of them (regardless of whether based on a contract, tort, statute, or in equity or otherwise) regarding or relating to the transportation, import, export, entry, warehousing or other handling, expenses and charges of or for any shipment(s) or their relationship to Company shall be exclusively brought in the state or federal courts located in or for DuPage County, Illinois. Customer hereby irrevocably agrees and consents to the personal and subject matter jurisdiction of those courts and agrees that those courts are an appropriate and convenient forum for the resolution of all claims.

23. Importer of record.

Payment to a broker will not relieve Customer of liability for Customs charges (duties, taxes, or other debts owed Customs) or any other amounts owed to Company if payment is not made to Company by the broker. If Customer pays by check, Customs charges may be paid with a separate check payable to the U.S. Customs Service which will be delivered to Customs by the broker.

24. Amendments to Contract.

Any alteration, modification or waiver of any provisions of these terms and conditions must be in writing and signed by an officer of Company. No other employee, agent, servant or representative has the authority to alter, modify or waive any provision of these terms and conditions.

Updated 4/20/2023