Marubeni Transport Service Corp. Terms & Conditions of Service

These terms and conditions of service constitute a legally binding contract between the “Company” and the “Customer”. In the event the Company renders services and issues a document containing Terms and Conditions governing such services, the Terms and Conditions set forth in such other document(s) shall govern those services.

1. Definitions

“Company” shall mean Marubeni Transport Service Corp., its subsidiaries, related companies, agents and/or representatives;

(a) “Customer” shall mean the person for which the Company is rendering service, as well as its principals, agents and/or representatives and any party having an interest in goods with respect to which services have been rendered, including, but not limited to, shippers, importers, exporters, carriers, customs brokers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the Customer to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;

(b) “Documentation” shall mean all information received directly or indirectly from 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, cartmen, lightermen, 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. Application and Scope

(a) Any and all activities of the 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 terms and conditions except: (i) when the Company solely arranges motor carrier transportation between two points in the United States, two points in Canada, or between a point in Canada and a point in the United States, such services will be subject to the Company’s then current General Terms and Conditions for Surface Transportation, a current copy of which is available upon request or at https://marubeni-trans.com/general-terms-and-conditions-for-surface-transportation/; or (ii) for those activities undertaken by the Company pursuant to the following documents if issued by Company with respect to such activities, in which case the terms and conditions of such documents shall apply and govern to the extent of any conflict with the provisions herein: (A) the Company’s U.S. domestic and international house airbills relating to the consolidation and carriage of goods by air; (B) the Company’s ocean bill of lading relating to the consolidation and carriage of goods by sea; and (C) the Company’s warehouse receipt relating to the consolidation and storage of goods in a warehouse owned or operated by Company. The terms and conditions referenced above in subparagraph (ii) of this paragraph shall apply to the respective services regardless of whether Customer received the document before or after the commencement of those services;

(b) Notwithstanding the foregoing, these terms and 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 Customer’s behalf and with Customer’s written authorization, whether in conjunction with the activities and pursuant to the terms detailed in Paragraph 2(a)(i)-(ii), above, or whether provided as a separate service by Company, for compensation or not;

(c) If any law is compulsorily applicable to any business undertaken, these terms and conditions shall, as regards such business, be read as subject to such law and nothing in these terms and conditions shall be construed as a surrender by the Company of any of its rights, immunities, or protections, or as an increase of any of its responsibilities or liabilities, under such law;

(d) Company may, in its sole discretion, amend these terms and conditions from time to time in which case the modified terms and conditions will take effect as of the date they are posted on the Company’s website. If Customer wishes to contract with the 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 the Company. Any attempt by Customer to otherwise alter, amend or modify these Conditions shall be null and void; and

(e) 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 third party, including, but not limited to, any other entity included in the definition of “Company”.

3. Agency

(a) The Company may act as principal or as “agent” of the Customer. The Company acts as an agent except where: (i) 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; (ii) it issues a warehouse receipt evidencing its acceptance of goods for storage at a facility owned or operated by Company; or (iii) the direct employees of the Company are physically handling the goods in the course of any service;

(b) When acting as an agent, the Company acts solely on behalf of the Customer in engaging the services of Third Parties, which such engagement may be on any terms negotiated with such Third Parties, including, but not limited to, on the usual terms and conditions on which the Third Parties 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 the Customer and the Third Parties capable of being enforced by the Customer as principal, whether or not the Customer is identified in such contract. The Customer acknowledges that it shall be bound by the terms and conditions of the agreements made by Company with Third Parties, which may contain limitations of liability.

4. Limitation of Actions

(a) Unless subject to a specific statute or international convention, all claims against the Company for a potential or actual loss related to or arising out of the Company’s services provided pursuant to these terms and conditions, must be made in writing and received by the Company within sixty (60) days of the event giving rise to the claim. The failure to give the Company timely notice shall be a complete defense to any suit or action commenced by Customer;

(b) All suits against Company must be filed and properly served on Company in accordance with the following timeframes, and failure to timely file suit shall be a complete defense to any suit or action commenced by Customer:

(i) For claims arising out of ocean transportation, within one (1) year from the date of the loss;

(ii) For claims arising out of air transportation, within two (2) years from the date of the loss;

(iii) For claims arising out of the preparation and/or submission of an import entry(s), within seventy-five (75) days from the date of liquidation of the entry(s);

(iv) For any and all other claims of any other type, within two (2) years from the date of the loss or damage;

(c) Investigating, negotiating or otherwise dealing with claims by Company or its legal advisors shall not be deemed a waiver of the foregoing provisions;

(d) 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 Customer. Should a consignee refuse to sign for the receipt of goods, Company shall request further instructions from Customer and all expenses in connection with such further instructions shall be the responsibility of Customer.

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 the 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.

Advice by the 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 the 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 inaction(s) of such third parties and/or its agents. All claims in connection with the act of a Third Party shall be brought solely against such party and/or its agents. In connection with any such claim, the Company shall reasonably cooperate with the Customer

Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice. No quotation shall be binding upon the Company unless the parties in writing agree to the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements for handling or transportation of the shipment are agreed to between the Company and the Customer.

6. Quotations Not Binding

7. Reliance on Information Furnished

(a) Customer warrants that Customer is either the owner or the authorized agent of the owner of the goods and that Customer is authorized to engage the Company both on behalf of Customer and as agent for the owner of the goods under these terms and conditions;

(b) Customer warrants that the description and particulars of the goods provided by the Customer, including but not limited to their marks, number, weight, volume and quantity, are complete and correct in all respects. If the goods are required to be insulated, refrigerated, ventilated or require other special storage or handling, Customer warrants that it will disclose these requirements in writing to the Company at or before the time of Customer’s request for services with respect to such goods;

(c) Customer warrants that 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;

(d) Customer acknowledges that it is required to review all documents and declarations prepared and/or filed with U.S. Customs & Border Protection, other Government Agency and/or third parties, and will immediately advise the Company of any errors, discrepancies, incorrect statements, or omissions on any declaration or other submission filed on Customer’s behalf;

(e) In preparing and submitting customs entries, export declarations, applications, security filings, documentation, delivery orders and/or other required data, the 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 ensure the correctness of all such information and shall indemnify, defend and hold the Company harmless from any and all claims asserted and/or liability or losses suffered due to incorrect or incomplete statements;

(f) Customer acknowledges that it is required to provide verified weights obtained on calibrated, certified equipment of all cargo that is to be tendered to steamship lines and represents that Company is entitled to rely on the accuracy of such weights and to counter-sign or endorse it as agent of Customer in order to provide the certified weight to the steamship lines; and

(g) Customer acknowledges that it is required to advise Company in advance of its intention to tender hazardous material goods and that it will otherwise comply with all federal and international hazardous material regulations. Specifically, Customer warrants that 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 Customer’s request for services with respect to such goods and in any event prior to receipt by Company or its subcontractor(s).

8. Declaring Higher Value to Third Parties

Third parties to whom the goods are entrusted may limit liability for loss or damage, and Customer agrees that it is bound by such limitations. The Company will request excess valuation coverage only upon specific written instructions from the Customer at least seventy-two (72) hours prior to scheduled pick-up. Customer agrees to pay any charges therefore and any failure to pay such charges may result in lack of such coverage. In the absence of written instructions or the refusal of the third party to agree to a higher declared value, at Company’s discretion, the goods 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 without any additional liability of Company.

9. Insurance

Unless requested to do so in writing and confirmed to Customer in writing, Company is under no obligation to procure insurance on Customer’s behalf. Customer may obtain insurance coverage for cargo loss or damage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefor, which request must be confirmed in writing by the Company prior to rendering services for the covered transaction(s). In all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance. Customer acknowledges and agrees that Company is not in the business of arranging for insurance and is not acting as an insurance broker or insurer.

10. Disclaimers; Limitation of Liability

(a) Except as specifically set forth in these terms and conditions, Company makes no express or implied warranties in connection with its services;

(b) Notwithstanding subparagraph (a) above, Customer agrees that in connection with any and all services performed by the Company, the Company shall only be liable for its negligent acts, which are the direct and proximate cause of any injury to Customer, including loss or damage to Customer’s goods, and the Company shall in no event be liable for the acts or omissions of Third Parties. Nor will Company have any liability to Customer related to or arising from the selection of Third Parties or the terms, conditions or agreements pursuant to which Third Parties perform their services;

(c) The liability of Company with respect to loss, damage, delay or destruction to goods shall be as set forth in the terms and conditions specific to the respective services giving rise to any such claim. In the absence of any provision in the terms and conditions governing loss, damage, delay or destruction of goods, unless a different standard applies via mandatorily applicable law which cannot be waived by the parties, Company will not be liable for any loss or injury to goods, nor delay in the delivery of goods, however caused, except to the extent such loss or injury resulted from Company’s failure to exercise such care in regard to the goods as a reasonably careful person would exercise under like circumstances. Company shall not be liable for any loss or destruction of or damage to goods that could not have been avoided by the exercise of such care. Company’s sole liability with respect to delay shall be if such delay is caused by Company’s failure to exercise such care in regard to the goods as a reasonable person would exercise under like circumstances, delay results in failure to deliver with reasonable dispatch, and such failure results in direct physical degradation or loss of, or damage to, goods;

(d) The Company’s sole liability arising from or relative to delay in the pick-up or delivery of goods shall be if Company’s failure to exercise reasonable care in furtherance of the performance of its services directly causes the goods to not be delivered with reasonable dispatch and such failure results in actual loss of or damage to the goods;

(e) In all events, the Company’s liability shall be limited to the following:

(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 sum of $50.00 per shipment, transaction, or consignment; or (B) the value of any goods lost or damaged; and

(ii) In the case of all other claims (including, but not limited to, activities relating to “Customs business”), whichever shall be the lower of: (A) $50.00 per entry; or (B) the amount of brokerage fees paid to Company for the entry;

(iii) For the purposes of the above, 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 the Company and the Customer;

(f) 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, or for the acts of Third Parties. Without limiting the foregoing, in no event will Company be liable for lost profits or damages arising from business interruption or shutdown;

(g) In no event will Company have any responsibility for, and Customer 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 Customer 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;

(h) Any other provisions of these terms notwithstanding, Company is not liable for any loss arising from or related to fraudulent or criminal acts of Third Parties including, but not limited to, consequences of identity theft or doing business with, or seeking to do business with, entities or individuals that have misrepresented their identity to Company; and

(i) Company shall not be liable for a Third Party’s failure to maintain insurance or for the accuracy of any documentation furnished by a Third Party to Company or Customer evidencing said coverage.

11. Advancing Money

All charges must be paid by Customer in advance unless the Company agrees in writing to extend credit to customer. The granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by the Company. Charges shall be invoiced on the actual or dimensional weight of the goods, whichever is greater. Customer is liable for all charges imposed by Third Parties with respect to the goods regardless of whether included in any quotations provided by Company.

12. Indemnification/Hold Harmless

The Customer agrees to indemnify, defend, and hold the Company harmless from and against, and will reimburse Company for any and all claims and/or liability, fines, costs, penalties and/or expenses, including, but not limited to, reasonable attorneys’ fees and legal costs arising from: (i) the importation or exportation of Customer’s merchandise and/or any conduct of the Customer, including but not limited to the inaccuracy of entry, export or security data supplied by Customer or its agent or representative, which violates any Federal, State and/or other laws or regulations; (ii) a breach by Customer of any warranties or representations herein or otherwise made to Company; (iii) Customer’s failre to abide by these terms and conditions; (iv) Company’s compliance with or reliance on information nor instructions provided by or on behalf of Company; (v) Customer’s negligence or willful misconduct; or (vi) claims brought by third parties seeking to impose liability on Company in excess of the liabilities expressly assumed by Company herein or in excess of any limitation of liability to which Company is entitled hereunder. The obligations of this paragraph do not apply to the extent any claim is found by a court of appropriate jurisdiction to have been caused by the negligence or willful misconduct of the party otherwise seeking to enforce the benefits of this paragraph. In the event that any claim, suit or proceeding is brought against the Company, it shall give notice in writing to the Customer by mail at its address on file with the Company. Such indemnification and hold harmless shall include all claims and costs arising directly or indirectly as a result of actions the Company is required to take pursuant to customs regulations to report to CBP when the Company separates from or cancels representation of a Customer as a result of determining, in the Company’s judgment, that the Customer is intentionally attempting to use the Company to defraud the U.S. Government or commit any criminal act against the U.S. Government.

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

Company shall use reasonable care regarding written instructions relating to “Cash/Collect on Deliver (C.O.D.)” shipments, bank drafts, cashier’s and/or certified checks, letter(s) of credit and other similar payment documents and/or instructions regarding collection of monies but shall not have liability if the bank or consignee refuses to pay for the shipment or if payment is collected via the wrong method. Customer shall remain ultimately responsible for all such charges.

14. Costs of Collection

In any dispute involving monies owed to Company, the Company shall be entitled to all costs of collection, including reasonable attorney’s fees and interest at 5% per annum or the highest rate allowed by law, whichever is less.

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

(a) Company shall have a continuing lien on any and all property and documents relating thereto of Customer coming into Company’s or any Third Party’s actual or constructive possession, custody or control or enroute, which lien shall survive delivery, for all charges, expenses or advances owed to Company with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both. Customs duties, transportation charges, and related payments advanced by the Company shall be deemed paid in trust on behalf of the Customer and treated as pass through payments made on behalf of the Customer for which the Company is acting as a mere conduit;

(b) Company shall provide written notice to Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any ongoing storage or other charges. Customer shall notify all parties having an interest in its shipment(s) of Company’s rights and/or the exercise of such lien;

(c) Unless, within ten (10) days of receiving notice of lien, Customer posts cash or letter of credit at sight, or, if the amount due is in dispute, an acceptable bond equal to one hundred ten percent (110%) of the value of the total amount due, in favor of Company, guaranteeing payment of the monies owed, plus all storage 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 Customer; and

(d) Company shall be under no obligation to exercise any lien for General Average contribution due to Customer or any other person.

16. 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, the Company shall only keep such records that it is required to maintain by appliable Statute(s) and/or Regulation(s), but not act as a “recordkeeper” or “recordkeeping agent” for Customer.

17. 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. Any such services performed by Company will be performed as agent of Customer.

18. No Duty To Provide Licensing Authority

Unless requested by Customer in writing and agreed to by the Company in writing, Company shall not be responsible for determining licensing authority or obtaining any license or other authority pertaining to the export from or import into the United States.

19. No Duty To Serve as a Party to the Transaction

Unless requested by Customer in writing and agreed to by an officer of the Company in a signed writing, Company shall not be construed as a party to the Transaction including but not limited to importer of record or exporter, with any attendant obligations or responsibilities pertaining to the export from or import of merchandise into the United States or transactions in connection therewith.

20. Preparation and Issuance of Bills of Lading

Customer or its agent shall supply to Company the marks necessary to identify the goods, the number of packages, the quantity, weight, and apparent condition of the goods. 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 on any bill of lading or shipping document the information supplied by Customer.

21. No Modification by Customer and Waiver.

Any attempt by Customer to unilaterally modify, alter or amend same shall be null and void. To the extent it would otherwise apply, the parties waive any rights and remedies available pursuant to Part B of subtitle IV to title 49 of the U.S. Code to the extent such rights or remedies conflict with any provisions herein.

22. Compensation of Company

The compensation invoiced by Company to Customer for services shall include the rates and charges of all Third Parties selected by the Company to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends, or other revenue received by the Company from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, the 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. All charges are earned in full upon Company’s agreement to provide services. If Company has extended credit to Customer, all invoices from Company shall be due and payable without deduction or offset within thirty (30) days of the date of Company’s invoice and all payments shall be made in United States Dollars. Customer shall be responsible for all normal and customary fees associated with it effecting payment by wire transfer. In any referral for collection or action against the Customer for monies due the Company, upon recovery by the Company, the Customer shall pay the expenses of collection and/or litigation, including a reasonable attorney fee. Customer shall be liable for any duties, taxes, imposts, 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. Customer shall, upon request, make immediate (advance) payment to Company to cover any money for which Customer is or may become liable under this paragraph. Company shall not be under any obligation to advance any money to Customer or any person for such purpose.

23. Force Majeure

Company shall not be liable for losses, damages, delays, wrongful or missed deliveries or nonperformance, in whole or in part, of its responsibilities under the Agreement, resulting from circumstances beyond the control of either Company or its subcontractors, including but not limited to: (i) acts of God, including flood, earthquake, tornado, storm, hurricane, power failure, epidemic, pandemic, outbreak or other severe health crisis, or other natural disaster; (ii) breaches of cyber security including but not limited to cyber outages or attacks; (iii) war, hijacking, robbery, theft or terrorist activities; (iv) incidents or deteriorations to means of transportation, (v) embargoes, (vi) civil commotions or riots, (vii) defects, nature or inherent vice of the goods; (viii) acts, breaches of contract or omissions by Customer, Shipper, Consignee or anyone else who may have an interest in the shipment, (ix) acts by any government or any agency or subdivision thereof, including denial or cancellation of any import/export or other necessary license; or (x) strikes, lockouts or other labor conflicts. In such event, Company reserves the right to amend any tariff or negotiated freight or logistics rates, on one day’s notice, as necessary to provide the requested service.

24. 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. 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.

25. Governing Law; Consent to Jurisdiction and Venue

Except to the extent governed by other compulsorily applicable law, these terms and conditions of service and the relationship of the parties shall be construed according to the laws of the State of Texas without giving consideration to principles of conflict of law. Customer and Company:

(a) Irrevocably consent to the jurisdiction of the state courts located in Collin County, Texas and the United States District Court encompassing the same;

(b) Agree that any action relating to the services performed by Company shall be brought solely and exclusively in the courts of appropriate subject matter jurisdiction serving Collin County, Texas;

(d) Further agree that any action to enforce a judgment may be instituted in any jurisdiction.

Last Updated On: 08/12/2026

4903-3852-6633, v. 2

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