ESTIMATE TERMS & CONDITIONS

ACCESSORIAL RATE SUMMARY

The charges below are not included in a Quotation unless expressly stated on its face. This summary is for quick reference only. Clauses 3 and 4 govern, and where the face of the Quotation states a different rate or free time, the Quotation controls. Services not listed here, including accessorials arising in transit, are quoted as required.

SCOPE NOTICE

These Terms govern all quotations, estimates, bookings and Services provided by LGX Freight Solutions, Inc. for inland transportation (domestic and international), crane and heavy lift, storage and yard services, and packaging, crating and export packing.

These Terms do not govern carriage by air or by sea, which are governed by the Company's Air Freight Terms and Conditions and Ocean Terms and Conditions respectively. Where a shipment includes an air or ocean leg, these Terms continue to govern all inland transportation, drayage, handling, storage, packing, crating and documentation Services performed outside the period of that carriage.

The Company is a licensed property broker and freight forwarder. It owns no transportation equipment and is not a motor carrier, rail carrier, ocean carrier or air carrier. For all transportation the Company arranges carriage by third-party Service Providers, does not itself carry the Goods and does not take physical custody of them. The Company performs directly only those Services rendered at its own facility or with its own personnel, being storage at its yard and any packing or crating it undertakes. Clause 5 governs the Company's status and the consequences that follow from it.

ACCEPTANCE AND PAYMENT. ANY INSTRUCTION TO PROCEED WITH, BOOK, SCHEDULE OR DISPATCH A SHIPMENT OR SERVICE, GIVEN BY ANY MEANS, IS THE CUSTOMER’S ACCEPTANCE OF THESE TERMS, WHICH GOVERN TO THE EXCLUSION OF ANY CUSTOMER PURCHASE ORDER, PORTAL OR OTHER TERMS. EVERY INVOICE MUST BE PAID IN FULL WHEN DUE WITHOUT WITHHOLDING, SETOFF, DEDUCTION, CHARGEBACK OR RETAINAGE, WHATEVER ANY CLAIM OR DISPUTE. SEE CLAUSES 2 AND 15.

THE CUSTOMER'S ATTENTION IS DRAWN TO CLAUSE 11 (INSURANCE AND DECLARED VALUE), CLAUSE 12 (LIMITATION OF LIABILITY), CLAUSE 13 (CLAIMS AND TIME BARS), CLAUSE 14 (INDEMNIFICATION), CLAUSE 15 (PAYMENT, LIEN AND SETOFF) AND CLAUSE 18 (GOVERNING LAW AND DISPUTE RESOLUTION). THESE CLAUSES LIMIT THE COMPANY'S LIABILITY, IMPOSE SHORT NOTICE AND SUIT PERIODS, AND REQUIRE THE CUSTOMER TO INDEMNIFY THE COMPANY. THE CUSTOMER MAY INCREASE THE COMPANY'S LIMITS BY DECLARING A HIGHER VALUE UNDER CLAUSE 11 AND PAYING THE SUPPLEMENTAL CHARGE.

GOODS TENDERED WITHOUT A DECLARED VALUE AND WITHOUT EVIDENCE OF ALL-RISK CARGO INSURANCE ARE DEEMED TO HAVE A MAXIMUM VALUE OF ONE HUNDRED THOUSAND UNITED STATES DOLLARS ($100,000.00) PER SHIPMENT, AND NEITHER THE COMPANY NOR ANY SERVICE PROVIDER WILL BE LIABLE ABOVE THAT SUM, WHATEVER THE ACTUAL VALUE OF THE GOODS. SEE CLAUSE 11(D).

1. DEFINITIONS

(A) “Company” or “LGX” means LGX Freight Solutions, Inc., its affiliates, agents and representatives, and their directors, officers and employees.

(B) “Customer” means the party for which the Company renders Services, together with its principals, shippers, consignors, consignees, importers, exporters, buyers, sellers, insurers and underwriters.

(C) “Goods” means the cargo, equipment or other property that is the subject of the Services, including its packaging, crating and any equipment supplied with it.

(D) “Service Provider” means any third party to whom the Services or any part of them are entrusted, including motor and rail carriers, drayage providers, crane and rigging contractors, riggers, stevedores, warehousemen, terminal operators, packers, customs brokers and their subcontractors.

(E) “Services” means every operation, carriage, handling, lifting, rigging, storage, packing, crating, documentation or process undertaken by or on behalf of the Company in respect of the Goods or the Customer's instructions, whether gratuitous or not.

(F) “Quotation” means the estimate, quotation or rate confirmation to which these Terms are attached or in which they are incorporated by reference. The singular includes the plural.

2. SCOPE, ACCEPTANCE AND ORDER OF PRECEDENCE

(A) These Terms constitute a legally binding contract between the Company and the Customer and apply to all Quotations and Services. The Customer accepts these Terms, and a binding contract on these Terms is formed, on the first to occur of: (i) any instruction, authorization or approval to proceed with, book, schedule, dispatch or perform any Services, given by email, text message, portal, telephone, verbal communication or any other means, whether or not the word “accept” is used; (ii) signature, or written or electronic confirmation, of a Quotation; (iii) issuance of a purchase order, release or work authorization referencing a Quotation or the Services; (iv) tender or release of the Goods to the Company or a Service Provider; or (v) acceptance of any Services or payment of any invoice. These Terms are incorporated into every Quotation by reference, are available at the web address stated on the Quotation and on request, and bind the Customer on acceptance whether or not the Customer has opened, read or signed them. These Terms also govern Services performed for the Customer without a Quotation, after a Quotation’s validity period has expired, or beyond the scope stated on its face.

(B) These Terms supersede any conflicting or additional terms in any Customer purchase order, vendor portal, supplier agreement, tender or other Customer document, whether issued before or after acceptance, unless expressly agreed in a writing signed by an authorized officer of the Company. Acknowledgment of, performance under, or invoicing against a Customer document is not acceptance of its terms. An instruction to proceed that refers to, attaches or is followed by a Customer purchase order or other Customer document does not incorporate that document’s terms, and the Company’s performance after receiving it is acceptance only on these Terms. Clicking, accepting or registering on a Customer vendor portal or supplier onboarding system by any person other than an authorized officer of the Company is not a signed writing for purposes of this clause.

(C) In the event of conflict the following order controls: (i) a written addendum signed by both parties; (ii) these Terms, as to liability, insurance, indemnity, claims, time bars, dispute resolution and allocation of risk; (iii) the face of the Quotation, as to scope, rates, charges, equipment and free time; (iv) the Company's bill of lading, warehouse receipt or work order, as to the Services it covers. Together these constitute the entire agreement and supersede all prior negotiations and representations.

(D) Where an international convention or other law is compulsorily applicable to part of the Services, these Terms apply to all Services outside the period and scope of that application.

(E) The Customer will provide these Terms to its principals, agents, representatives and consignees, accepts them on its own behalf and as agent for the owner of the Goods, and warrants that it is the owner or the owner's authorized agent.

(F) The version of these Terms that governs a Quotation is the version posted at the web address stated on that Quotation on the date the Quotation is issued, identified by its revision date. The Company may revise these Terms by posting a new version, which applies only to Quotations issued after its posting and to Services performed without a Quotation after its posting.

(G) An email, text message, portal entry or other electronic communication by which the Customer approves a Quotation or instructs the Company to proceed is the Customer’s signed writing and electronic signature under the Texas Uniform Electronic Transactions Act, Texas Business and Commerce Code Chapter 322. Each Quotation, rate confirmation, work order, bill of lading and invoice issued by the Company refers to these Terms, and the Customer’s tender of Goods or request for Services after receiving any of them confirms that these Terms govern that Service and every later Service. Where the Customer has signed an acknowledgment of these Terms or a credit application incorporating them, that acknowledgment applies to every later Quotation and Service.

3. BASIS OF QUOTATION AND ADDITIONAL CHARGES

(A) Each Quotation is based solely on information supplied by the Customer, including commodity description, dimensions, weight, center of gravity, lift points, piece count, origin, destination and special handling requirements. The Company assumes no responsibility for the accuracy of that information and may rely on it without verification.

(B) If actual shipment characteristics differ from those submitted, the Company may adjust pricing before or after commencement of the Services, and the Customer is solely responsible for the resulting charges.

(C) A Quotation covers only the Services and accessorials expressly identified on its face and includes fuel surcharges only where stated. Permits, escorts, pilot cars, route surveys, engineering, bonding, specialized equipment, additional labor and any other service not included will be charged in addition. Services not listed in the Accessorial Rate Summary are quoted as required.

(D) A Quotation is valid for the period stated on its face or, if none, fifteen (15) days from issuance, is subject to equipment and capacity availability at booking, and may be withdrawn or revised at any time before acceptance.

(E) Transit times, lift dates and completion dates are estimates. Time is not of the essence and no date is guaranteed unless guaranteed service is expressly purchased in writing at a premium rate.

(F) Third-party charges passed through under these Terms are billed at cost plus fifteen percent (15%) unless otherwise stated.

4. DETENTION, STANDBY, DEMURRAGE AND TERMINAL CHARGES

(A) Detention. Unless the Quotation states otherwise, two (2) hours of free time is allowed at each stop, with loading and unloading counted separately, running from the driver's arrival at the designated facility to release of the equipment. Time beyond free time is billed at seventy-five dollars ($75.00) per hour in thirty (30) minute increments for hotshot, flatbed, step deck, sprinter van, cargo van, conestoga and stakebed equipment. Rates for specialty equipment, including removable gooseneck and lowboy, multi-axle, perimeter, extendable and escorted oversize or overweight equipment, are quoted on request. Arrival and release times recorded by the Service Provider's electronic logging device, gate or facility check-in record, or driver's signed record are conclusive absent manifest error.

(B) Standby. Standby for crane, rigging, heavy lift and specialized equipment caused by site delays, customer unavailability, weather, permit issues or any cause not attributable to the Company is billed at the applicable standby rate for the equipment and crew committed, plus any demobilization and remobilization charges.

(C) Port, rail and terminal charges. Demurrage, detention, per diem, chassis usage, terminal storage, examination, gate and congestion charges assessed by ocean carriers, railroads, terminals, ports, chassis providers or government agencies are the Customer's sole responsibility, whether billed to the Customer, the Company or a Service Provider. Free time at those facilities is governed by the applicable tariff and not by clause 4(A). The Company will use commercially reasonable efforts to notify the Customer of charges of which it has actual knowledge but is not liable for them or for delays caused by customs holds, examinations, appointment availability, congestion, equipment shortages, labor action or any other cause outside its reasonable control.

5. BROKER STATUS; AGENCY; SELECTION OF SERVICE PROVIDERS

(A) For all United States domestic motor and rail transportation, the Company acts solely as a licensed property broker under 49 U.S.C. § 13904 and 49 C.F.R. Part 371 and not as a motor carrier. The Company owns no transportation equipment, employs no drivers, and neither performs carriage nor takes physical custody of the Goods. Liability for cargo loss or damage under the Carmack Amendment, 49 U.S.C. § 14706, rests with the appointed carrier, and the Customer's recourse for such loss or damage is against that carrier and its cargo insurer.

(B) To the fullest extent permitted by 49 U.S.C. § 14101(b)(1), the Customer waives all rights and remedies against the Company and its appointed motor and rail carriers under 49 U.S.C. Subtitle IV, Part B (excluding §§ 13703, 13706, 14101 and 14103).

(C) In the defined cases where the Company issues its own bill of lading and is deemed the carrier, its liability is limited to the released value in clause 12(C) unless a higher value is declared and accepted under clause 11. If a court holds the Carmack Amendment applicable to the Company notwithstanding clause 5(B), the minimum claim and suit periods in 49 U.S.C. § 14706(e) govern in place of clause 13 as to that shipment only, and the remainder of these Terms continue in effect.

(D) The Company acts as the Customer's agent in procuring transportation, handling and storage, arranging insurance where requested, and dealing with government agencies. It does not act as importer of record, exporter of record or record-keeping agent and has no duty to maintain records for the Customer unless separately agreed in writing.

(E) The Company has complete freedom in selecting the means, route, equipment, Service Provider and procedure for the Services and may subcontract them in whole or in part. Its selection obligation is discharged by confirming, at the time of tender, that the Service Provider holds the operating authority and insurance it represents itself to hold. The Company gives no warranty as to any Service Provider's performance and assumes no further duty of investigation, monitoring or supervision.

(F) The Company is not liable for loss, damage, delay or any other claim occurring while the Goods are in the custody or control of a Service Provider. Such claims shall be brought solely against that Service Provider. The Company will reasonably cooperate in pursuing them at the Customer's cost and does not guarantee recovery.

(G) If it is determined that the Company was not acting as agent, or that it bears responsibility for a Service Provider's acts or omissions, the Company is entitled, in addition to the defenses and limitations in these Terms and at law, to every defense, limitation and exclusion available to that Service Provider under law, its contract of carriage, tariff or terms, all of which are incorporated by reference. Copies are available on request.

6. CUSTOMER WARRANTIES; SHIPPER LOAD AND COUNT

(A) The Customer warrants that all information and documents concerning the Goods, including description, weight, dimensions, piece count, center of gravity, lift and tie-down points, value, fragility, temperature sensitivity, regulatory classification and hazardous characteristics, are true, complete and accurate, and that the Goods are properly and sufficiently prepared, packed, palletized, stowed, labeled and marked for the equipment, mode, handling and route contemplated, except where the Company has been engaged to pack or crate under clause 9.

(B) The Customer has an affirmative, non-delegable duty to review every entry, declaration, permit, application and filing prepared from its information, to advise the Company immediately of any error or omission, and to disclose everything required to transport, lift, store, pack, import or export the Goods, including all site hazards under clause 7(C). The Company relies on the correctness of that information without verification.

(C) Where the Customer, the shipper or their personnel or equipment load, block, brace, secure or count the Goods, the shipment moves shipper load and count. Neither the Company nor any Service Provider is liable for shortage, concealed damage, or loss or damage resulting from loading, blocking, bracing, stowage or weight distribution performed by or for the Customer. Personnel and equipment furnished by the Customer or shipper to assist in loading act as the Customer's agents. Acknowledgment of a piece count or description on a bill of lading, delivery receipt or work order is not an acknowledgment of the condition, quantity, quality or value of the contents of any package, crate or container. Nothing in this clause imposes on the Company the cargo securement duties that 49 C.F.R. Part 393 and § 392.9 place on a motor carrier.

(D) The Customer will indemnify the Company under clause 14 for any claim arising from a breach of this clause 6.

7. CRANE, RIGGING AND HEAVY LIFT SERVICES

(A) Performance. Crane, rigging and heavy lift Services are performed by licensed third-party contractors engaged by the Company as the Customer's agent, except where the face of the Quotation expressly states that the Company will use its own equipment and personnel. Clause 5 applies to all such Services.

(B) Site conditions. Site preparation, ground bearing capacity, soil compaction, crane pad design and construction, subsurface conditions and the structural suitability of the setup, travel and lift areas, including slabs, decks, basements and vaults, are the responsibility of the Customer or site owner. The Customer warrants that the ground and supporting structures are adequate for the equipment and the loads to be imposed, and will furnish engineered documentation of ground bearing capacity on request.

(C) Site hazards. The Customer must disclose in writing before mobilization all overhead clearances, energized power lines, underground utilities, tanks, piping, voids, confined spaces, restricted access and any other site hazard. The Company assumes no liability for loss, damage or injury arising from an undisclosed or inaccurately disclosed hazard.

(D) Right to halt. The Company and its Service Providers may suspend or refuse to commence operations if, in their sole judgment, site conditions, weather, wind speed, load characteristics or safety considerations make the operation unsafe. Time lost is billed as standby under clause 4(B), and the Company incurs no liability for the suspension or refusal.

(E) Engineering and critical lifts. Lift plans, rigging studies and engineering drawings are provided at additional cost unless expressly included in the Quotation. Customer-supplied lift data, drawings, weights, center of gravity and designated lift points must be accurate and complete; the Company does not verify them and is not liable for errors in them. A lift exceeding seventy-five percent (75%) of the crane's rated capacity at the applicable radius and configuration, involving more than one crane, lifting personnel, or occurring over occupied or energized structures is a critical lift and requires a written lift plan and the Customer's written approval, at additional cost. Operations are performed in accordance with 29 C.F.R. Part 1926, Subpart CC and applicable ASME B30 standards.

(F) Insurance of the lifted item. GOODS BEING LIFTED, RIGGED, HANDLED OR SUPPORTED BY THE COMPANY OR ITS SERVICE PROVIDERS ARE IN THEIR CARE, CUSTODY OR CONTROL AND ARE THEREFORE EXCLUDED FROM STANDARD COMMERCIAL GENERAL LIABILITY COVERAGE. Unless the Customer declares a higher value under clause 11 or riggers' liability coverage is expressly included on the face of the Quotation, the Goods are not insured by the Company against physical loss or damage during the lift. The Customer is responsible for insuring the Goods and will cause its property and cargo insurers to waive rights of subrogation against the Company and its Service Providers to the extent of the coverage carried.

(G) Job site liability. The Company's liability for bodily injury to third parties, and for physical damage to the Customer's real or personal property other than the Goods, caused by the negligence of the Company or a Service Provider at a job site, is limited to the applicable limits of the commercial general liability insurance carried by the Company or that Service Provider, and the Customer waives all claims in excess of those limits. Liability is allocated according to comparative fault.

8. STORAGE AND YARD SERVICES

(A) Where the Company stores Goods at its own yard or facility it acts as a warehouseman and bailee for hire under Chapter 7 of the Texas Business and Commerce Code. These Terms, together with any warehouse receipt issued, govern the storage. Storage is billed at the rate on the face of the Quotation or, absent a stated rate, at the Company's then-current published rate, per unit per calendar month or fraction thereof, from the day the Goods are received. Free time applies only where expressly stated.

(B) Unless the Quotation expressly provides for climate-controlled, indoor or secured storage, storage is open, unheated and outdoor. The Company is not liable for loss or damage arising from weather, temperature, humidity, condensation, corrosion, rust, ultraviolet exposure, vermin, insects, mold, inherent vice or the ordinary consequences of outdoor storage, and the Customer warrants that the Goods are suitable for the storage conditions quoted.

(C) Notwithstanding clause 12(C), the Company's liability for loss of or damage to stored Goods will not exceed the least of the actual value of the affected Goods, fifty cents ($0.50) per pound of the affected Goods, or ten thousand United States dollars ($10,000.00) per storage lot, unless a higher value is declared and accepted under clause 11. The Company is liable only for failure to exercise the care a reasonably careful person would exercise under like circumstances, is not liable for loss or damage that such care could not have avoided, and the Customer bears the burden of establishing that failure.

(D) Goods are stored at the Customer's risk. The Company does not insure stored Goods. The Customer will maintain property or cargo insurance covering them while in storage and will cause its insurers to waive rights of subrogation against the Company.

(E) The Customer will remove the Goods on the earlier of the date stated in the Quotation or thirty (30) days after the Company's written demand. The Company may, on thirty (30) days' written notice, require removal or relocate the Goods at the Customer's expense. The Company has a warehouseman's lien on the stored Goods under Texas Business and Commerce Code § 7-209 for storage, handling, transportation, insurance, labor, preservation expenses and all other charges owed, enforceable under § 7-210. This clause is notice that the Company claims a lien on all Goods stored, whether or not a warehouse receipt is issued.

9. PACKAGING, CRATING AND EXPORT PACKING

(A) Where engaged to pack, crate, palletize, skid, block and brace or otherwise prepare the Goods, the Company will perform in a workmanlike manner using materials appropriate to the mode, route and handling disclosed by the Customer in writing. Where the Customer supplies specifications, drawings, material requirements or dimensional or weight data, the Company performs to them and is not liable for their adequacy or for loss or damage resulting from an inadequate or inaccurate specification.

(B) The Company warrants only that packing and crating will be performed in a workmanlike manner. THE COMPANY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Customer's sole and exclusive remedy for breach is, at the Company's election, re-performance or refund of the charges for the packing or crating giving rise to the claim.

(C) The Customer must disclose in writing before packing the weight, dimensions, center of gravity, fragility, moisture or temperature sensitivity, hazardous characteristics, stacking limits and intended mode, route and destination. The Company is not liable for loss or damage arising from an undisclosed characteristic, from a change in mode, route or destination made after packing, or from the pre-existing condition, latent defect, inherent vice or corrosion of the Goods.

(D) Where export packing is quoted, the Company will use wood packaging material heat treated and marked in accordance with ISPM-15 and will furnish documentation on request. The Customer is responsible for identifying, before packing, any destination-specific packaging, fumigation, marking, labeling or documentation requirement beyond ISPM-15. The Company is not liable for rejection, quarantine, treatment, destruction, return or delay by a foreign authority arising from an undisclosed requirement or from dunnage, blocking or packaging not supplied by the Company.

10. IMPORT AND EXPORT; REGULATORY COMPLIANCE; HAZARDOUS MATERIALS

(A) Customs duties, taxes, tariffs, antidumping and countervailing duties and government-assessed fees are not included in a Quotation and are the sole responsibility of the Customer or importer of record. The Company does not act as importer or exporter of record unless separately agreed in writing, and the Customer is responsible for export licenses, import permits, classifications, valuations and regulatory filings being in place before shipment. The Company is not responsible for delay, cost or loss resulting from customs examination, hold, detention, seizure or government-ordered inspection.

(B) The Customer represents and warrants that the Goods, the transaction and all parties to it comply with all applicable sanctions, export control and anti-corruption laws, including the regulations administered by the U.S. Office of Foreign Assets Control, the Export Administration Regulations (15 C.F.R. Parts 730 to 774), the International Traffic in Arms Regulations and the Foreign Corrupt Practices Act; that no party is a sanctioned, denied, debarred or restricted party; and that the Goods are not destined for a prohibited end use or end user. The Company may refuse, suspend, hold or terminate any Service it believes in good faith may violate such laws, without liability, and the Customer remains liable for all charges incurred.

(C) The Company will not accept or perform Services for hazardous materials, dangerous goods or goods liable to taint, contaminate or harbor pests except pursuant to the Customer's written instructions accepted in writing by the Company in advance. The Customer must comply with all applicable regulations, including 49 C.F.R. Parts 100 to 185 and, where applicable, the IMDG Code, and must provide accurate classification, shipping papers, safety data sheets, proper packaging, marking, placarding and labeling, and not less than forty-eight (48) hours' notice before pickup.

(D) The Company may refuse, hold, remove, dispose of or otherwise deal with any shipment that is improperly declared, classified, packaged, marked or documented, at the Customer's sole expense, and the Customer irrevocably authorizes it to do so. The Customer is liable for all loss, damage, fine, penalty, remediation cost and expense arising from hazardous materials, whether declared or not.

11. INSURANCE AND DECLARED VALUE

(A) The Company is not an insurer and is under no obligation to procure insurance on the Customer's behalf unless the Customer requests it in writing and the Company confirms in writing before the Services commence. Where the Company agrees to arrange insurance it acts solely as the Customer's agent in placing it and does not warrant the solvency of any insurer or the adequacy or scope of any coverage. All insurance arranged is subject to the exclusions, deductibles, conditions and terms of the underwriter's policy, which the Customer is responsible for reviewing and a copy of which is available on request. The Customer pays all premiums and costs. The Company may declare the Goods under any open or general policy it holds rather than arranging a separate policy.

(B) The Customer may increase the Company's limits of liability under clause 12, up to the actual value of the Goods, by declaring a higher value in writing before the Services commence and paying the applicable supplemental charge. Any increase is effective only on the Company's written acceptance and receipt of payment. The Company will request excess valuation coverage from a Service Provider only on the Customer's specific written instruction and agreement to pay the resulting charges. A declared value is prima facie evidence of value only; if the true value at destination is less, the lesser value is deemed the declared value and the Company's liability will not exceed it. Partial loss or damage is adjusted pro rata on the declared value.

(C) The Customer should maintain all-risk cargo and property insurance covering the full value of the Goods at all times, including in transit, during lifting or rigging, during packing or crating, and in storage. The limitations of liability in these Terms are set, and the rates quoted are calculated, on the express understanding that the Customer will insure the Goods.

(D) Deemed value where no declaration or insurance is provided. Where, before the Services commence, the Customer neither declares a value under clause 11(B) nor furnishes evidence of all-risk cargo insurance covering the Goods, the Goods are deemed to have a maximum value of one hundred thousand United States dollars ($100,000.00) per shipment, and neither the Company nor any Service Provider will be liable for any amount in excess of that sum, whatever the actual value of the Goods. That figure corresponds to the minimum cargo legal liability limit the Company requires of, and verifies for, every motor carrier it engages. This is a ceiling and not an agreed valuation: it does not establish the value of any shipment, does not entitle the Customer to recover that sum or any part of it, and does not increase the Company's limits of liability under clause 12, which continue to apply and control. The Customer acknowledges that Goods worth more than that sum must be declared under clause 11(B) and separately insured, and that tendering Goods of greater value without doing so is at the Customer's sole risk.

12. LIMITATION OF LIABILITY

(A) The Company is liable only for its own negligent acts or omissions that are the direct and proximate cause of injury to the Customer, and is not liable for the acts or omissions of Service Providers or other third parties. Except as expressly stated in these Terms the Company makes no warranties, express or implied. The Customer will not assert any claim against any director, officer, employee or agent of the Company and will indemnify the Company against the consequences of any such claim. Every exemption, limitation, defense and immunity in these Terms extends to and benefits the Company's Service Providers, subcontractors, agents, directors, officers and employees, each an intended third-party beneficiary of this sentence for that purpose.

(B) THE COMPANY WILL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER OR NOT ADVISED OF THEIR POSSIBILITY, INCLUDING LOSS OR DEFERMENT OF PROFITS, REVENUE, PRODUCTION OR SAVINGS; LOSS OF USE; BUSINESS INTERRUPTION, SHUTDOWN, TURNAROUND OR OUTAGE COSTS; COST OF REPLACEMENT OR SUBSTITUTE SERVICES OR EQUIPMENT; LIQUIDATED DAMAGES OR PENALTIES OWED BY THE CUSTOMER TO A THIRD PARTY; DIMINUTION IN VALUE; AND LOSS OF REPUTATION, GOODWILL OR FUTURE BUSINESS.

(C) Other than as compulsorily stipulated by applicable law, and absent a declared value accepted under clause 11, the Company's total liability for any claim, on any basis, will not exceed the lesser of the actual value of the Goods lost, damaged or delayed, or the greater of two hundred fifty United States dollars ($250.00) per shipment, lift, storage lot or work order and the total charges invoiced by the Company for the specific Service giving rise to the claim. Liability for stored Goods is governed instead by clause 8(C), and liability for bodily injury and third-party property damage at a job site by clause 7(G).

(D) Multiple claims arising from a series of errors or omissions that are repetitions or continuations of an original error are a single occurrence for purposes of clause 12(C). The Company's aggregate liability for all claims arising in any twelve (12) month period will not exceed the greater of ten thousand United States dollars ($10,000.00) and the total charges paid by the Customer to the Company in the twelve (12) months preceding the first such claim.

(E) The Company is not liable for loss or damage caused by delay unless guaranteed service was purchased in writing under clause 3(E), in which case liability is limited to the charges invoiced for the affected Service.

(F) These limitations apply regardless of the form of action, whether in contract, tort, negligence, strict liability, bailment, statute or otherwise, are not waived by any course of dealing or performance, and survive completion, expiration or termination.

13. CLAIMS AND TIME BARS

(A) Receipt of the Goods without written exception is prima facie evidence of delivery in good condition and in accordance with the contract. Visible loss or damage must be noted on the delivery receipt at the time of delivery. Concealed loss or damage must be reported to the Company in writing within three (3) days after delivery.

(B) A written claim stating the general nature and amount of the claim, supported by documentation of the loss, must be received by the Company within ninety (90) days of the earliest of the event giving rise to the claim, the date of delivery or completion of the Services, the date the Goods should have been delivered, or the date the Customer knew or should have known of the event. The Company and its insurers may inspect the Goods and the site before repair, disposal or movement, and failure to preserve them for inspection bars the claim.

(C) Failure to give timely notice under clauses 13(A) and 13(B) is a complete defense to any suit or action.

(D) Any suit against the Company must be commenced and properly served within one (1) year of the earliest of the dates in clause 13(B), except where a compulsorily applicable statute or convention prescribes a different period. The Company is discharged of all liability unless suit is brought within that period.

(E) The making of a claim does not suspend or reduce the Customer's obligation to pay the Company in full when due. Clause 15(C) applies.

14. CUSTOMER INDEMNIFICATION

(A) The Customer will defend, indemnify and hold harmless the Company and its Service Providers from all claims, demands, suits, liabilities, losses, damages, fines, penalties, remediation costs, expenses and fees, including reasonable attorneys' fees, arising directly or indirectly from: (i) any breach of these Terms or of any Customer warranty or representation; (ii) any inaccurate, incomplete or undisclosed information, documentation, specification or engineering data furnished or approved by the Customer, including undisclosed site hazards under clause 7(C); (iii) the condition of the Customer's or site owner's premises and the acts or omissions of the Customer, shipper, consignee, site owner and their personnel and contractors; (iv) the importation, exportation or regulatory status of the Goods and any violation of law by the Customer; (v) any liability the Company incurs to a third party as a result of carrying out the Customer's instructions; (vi) hazardous materials tendered by the Customer, whether declared or not; and (vii) any amount asserted against the Company in excess of the limitations in clause 12.

(B) These obligations do not extend to that portion of a claim caused by the Company's sole negligence or willful misconduct. Where the negligence of both parties contributes to a claim, the indemnity applies in proportion to the Customer's share of comparative fault.

(C) The Company will give prompt written notice of any claim for which indemnity is sought and will reasonably cooperate in the defense at the Customer's expense. The Company may participate with counsel of its own choosing at its own expense, and no settlement imposing any obligation on the Company may be entered without its written consent.

15. PAYMENT, LIEN AND SETOFF

(A) All charges are payable in United States dollars. Where the Company has extended credit in writing, payment is due net thirty (30) days from the date of the Company’s invoice unless the Company states a different term in writing. Payment terms are set by the Company alone. Any payment term, payment schedule, retainage, pay-when-paid or pay-if-paid provision contained in a Customer purchase order, vendor portal, supplier agreement, tender or other Customer document has no effect under clause 2(B) unless expressly agreed in a writing signed by an authorized officer of the Company. All charges are due in advance unless the Company has agreed in writing to extend credit; extending credit on any transaction is not a waiver of this provision, and the Company may modify or withdraw credit terms at any time on written notice.

(B) Past due amounts bear interest at fifteen percent (15%) per annum or the highest rate permitted by law, whichever is less. The Customer will reimburse the Company for all costs of collection, including reasonable attorneys' fees, expert fees and court costs.

(C) Payment is absolute and unconditional. The Customer's obligation to pay each invoice in full when due is an independent covenant, is not conditioned on the Company's or any Service Provider's performance of any other obligation, and is not contingent on payment to the Customer by any third party. THE CUSTOMER WILL NOT UNDER ANY CIRCUMSTANCES WITHHOLD, DELAY, SET OFF, DEDUCT, RECOUP OR COUNTERCLAIM AGAINST ANY AMOUNT INVOICED BY THE COMPANY, whether on account of a claim for loss, damage, delay, shortage, service failure, alleged overcharge or any other dispute, and whether or not that claim is admitted, disputed, liquidated or the subject of proceedings. This prohibition applies to short payments, chargebacks, retainage, deductions for claimed loss, damage or shortage, late-delivery or performance penalties, liquidated damages, fines, and administrative, compliance or processing fees, and to any setoff or recoupment across shipments, projects, purchase orders, accounts or affiliates of either party, including any right claimed under a separate agreement between the Customer or its affiliates and the Company. Any such claim must be paid in full first and pursued separately under clauses 13 and 18, and a disputed invoice does not suspend the accrual of interest under clause 15(B). On freight collect or third-party bill shipments, if the designated payer fails to pay, the Customer remains liable for all freight, duties, charges, demurrage and other expenses and will pay them on demand. The Company may suspend or refuse further Services, and hold Goods in its possession or control, while any amount is past due.

(D) The Company has a general and continuing lien on all Goods and property of the Customer coming into its actual or constructive possession or control, for all amounts owed, whether relating to the shipment or Service on which the lien is claimed or to prior ones. This lien is in addition to the warehouseman's lien in clause 8(E). The Company will give written notice of its intent to exercise the lien, stating the amount due and any accruing charges, and the Customer will notify all parties having an interest in the Goods. If within ten (10) days of notice, or the shortest period permitted by law, the Customer does not pay, post cash or a sight letter of credit, or, where the amount is disputed, provide a bond acceptable to the Company equal to one hundred ten percent (110%) of the amount due, the Company may sell the Goods at public or private sale in accordance with applicable law and apply the proceeds to the amounts owed plus costs of sale and storage, refunding any net balance to the Customer.

(E) Invoice disputes. Any objection to an invoice must be delivered in writing to the Company within fifteen (15) days of the invoice date, identifying each disputed charge, the amount and the basis of the dispute, with supporting documentation. An invoice not objected to in that manner is conclusively deemed correct, accepted and an account stated. A timely objection does not suspend or reduce the obligation to pay the invoice in full when due; the Company will issue a credit or refund for any charge it confirms was billed in error.

(F) The Customer’s claims against the Company are independent claims and not defenses to payment. To the fullest extent permitted by law, the Customer waives any right to assert setoff or recoupment as a defense in an action to collect amounts invoiced by the Company, and any right to withhold payment under Texas Property Code Chapter 28 (including section 28.003), any retainage statute or any similar law. Where applicable law does not permit such a right to be waived, the Customer may withhold only the specific amount in good faith dispute that the law permits, must deliver the written objection required by clause 15(E), and must pay every other amount in full when due.

16. FORCE MAJEURE

(A) The Company is not in breach of, and is relieved of all liability for delay in or non-performance of, its obligations to the extent caused by any circumstance beyond its reasonable control, including acts of God, severe weather, named storms, flood, freeze, earthquake, fire, explosion, epidemic, quarantine, war, armed conflict, terrorism, civil disturbance, strike, lockout, labor action or shortage, government action, embargo, sanctions, port or road closure, congestion, chassis or equipment shortage, fuel or power shortage, cyber incident, failure of transportation or telecommunications infrastructure, and the insolvency or cessation of trade of a Service Provider. The time for performance is extended accordingly and the Company will notify the Customer as soon as practicable.

(B) The Company may adjust pricing and timelines to reflect increased costs arising from the event, and the Customer remains liable for charges and third-party costs incurred before and during it. If the event continues for more than six (6) weeks, the Company may terminate the affected Services on written notice without liability or penalty, and the Customer will pay for Services performed and costs incurred through termination. Force majeure does not excuse the Customer's obligation to pay amounts due.

17. CONFIDENTIALITY AND NON-SOLICITATION

(A) Rates, pricing structures, quotations, cost breakdowns and Service Provider information furnished by the Company are its confidential and proprietary information. The Customer will not disclose them to any third party other than its employees and professional advisors with a need to know, will not use them except to evaluate and receive the Services, and will not disclose them to any competitor of the Company or use them to solicit competing quotations from Service Providers identified by the Company. This obligation survives for two (2) years after the later of the expiration of the Quotation or completion of the Services.

(B) For twelve (12) months after completion of the Services, the Customer will not directly or indirectly solicit, contract with or tender freight to any Service Provider first introduced to it by the Company in connection with the Services, for freight the Company arranged or quoted, without the Company's written consent. This does not apply to a Service Provider with which the Customer had a documented pre-existing relationship and does not otherwise restrict the Customer's freight. On breach, the Company is entitled to the gross margin it would have earned on the affected shipments as liquidated damages, the parties agreeing that actual damages would be difficult to determine and that this amount is a reasonable estimate and not a penalty.

18. GOVERNING LAW AND DISPUTE RESOLUTION

(A) Except where an international convention or other law is compulsorily applicable, these Terms and all rights and duties arising from or relating to the Services are governed by the laws of the State of Texas and the applicable laws of the United States, without regard to conflict of laws rules.

(B) All actions, whether in contract, tort or otherwise, must be brought exclusively in the state or federal courts located in Harris County, Texas. Each party consents to personal jurisdiction and venue there and waives any objection based on forum non conveniens.

(C) Where the Customer is domiciled or organized outside the United States, the Company may elect, by written notice given before it files a responsive pleading, to resolve the dispute by binding arbitration in Houston, Texas under the Commercial Arbitration Rules of the American Arbitration Association, before a single arbitrator, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

(D) Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm. Notwithstanding clauses 18(B) and 18(C), the Company may enforce any claim against the Customer in any jurisdiction in which the Customer has assets or is habitually resident, in accordance with the law of that jurisdiction.

(E) EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES.

19. GENERAL

(A) These Terms may be modified only by a writing signed by authorized representatives of both parties; any unilateral or oral modification is void. The Customer may not assign these Terms or any rights under them without the Company's written consent; the Company may assign or subcontract freely.

(B) No failure or delay by the Company in exercising any right is a waiver of it, and no single or partial exercise precludes further exercise. If any provision is held invalid or unenforceable it will be modified to the minimum extent necessary to render it enforceable, and the remainder continues in full force. Except as provided in clause 12(A), these Terms create no rights in any third party. Headings are for convenience only.

(C) Notices to the Company must be in writing and sent to LGX Freight Solutions, Inc., 4411 Theiss Road, Humble, Texas 77338, or to Sales@ShipLGX.com, and are effective on receipt.

(D) The Company's compensation is in addition to the rates and charges of Service Providers and is exclusive of any brokerage, commission, dividend or other revenue received from carriers, insurers or others. On request the Company will provide a breakout of the components of charges assessed.

(E) Clauses 6 and 11 through 19 survive completion, expiration or termination.

LGX Freight Solutions, Inc. · 4411 Theiss Road, Humble, TX 77338 · Sales@ShipLGX.com · 832-699-4540 · www.ShipLGX.com