These SHIPPER TERMS AND CONDITIONS (these “Terms and Conditions”) and agreed upon pricing documents apply to all Services (defined below) provided by Geodis Transportation Solutions, LLC, or any of its subsidiaries or affiliated entities (hereafter “Broker”), to Shipper. Performance of any work by Broker for Shipper shall constitute acceptance by Shipper of these Terms and Conditions. The parties expressly waive any or all rights and remedies under Part B, 49 USC §13101 et. seq. as provided for by 49 USC §14101(b) to the extent such rights and remedies conflict with this Agreement. Broker and Shipper are sometimes collectively referred to herein individually as a “Party” as the “Parties”.

1. SERVICES. Broker is a licensed property broker by the Federal Motor Carrier Safety Administration (“FMCSA”), and, as a licensed broker, arranges for freight transportation. In order to satisfy some of Shipper’s transportation needs, Shipper desires to utilize the services of Broker to arrange for the transportation of some of Shipper’s freight (the “Services”) by carriers (“Carriers”). Broker’s responsibility in performing the Services shall be limited to arranging for, but not actually performing, transportation of some of Shipper’s freight. The Parties may, upon written agreement duly executed by the Parties, include additional service terms.

a. PAYMENT FOR SERVICES. Shipper shall pay Broker for the Services provided by Broker under these Terms and Conditions at the rates and charges as agreed between the Parties. All payments by Shipper shall be remitted to Broker at the address specified on Broker’s invoice. Payment of invoices shall be made by Shipper within thirty (30) days after delivery of each shipment. Interest at the rate of the lesser of (i) one percent (1%) per month, or (ii) the highest rate allowed by law shall accrue on overdue payments from the date due up to and including the date of payment. All billing or invoice inquiries or disputes must be presented to Broker within one hundred and eighty (180) days after Shipper’s receipt of an invoice or delivery of Shipper’s load. All payment inquiries or disputes must be presented to the other party within one hundred and eighty (180) days of receipt of payment. Any inquiries or disputes not presented within the time periods set forth herein shall be deemed waived. Except as otherwise provided in these Terms and Conditions, each party must bring a civil action to recover damages or amounts claimed under these Terms and Conditions within two (2) years from the date of shipment. Any matters not filed within the above limitations period shall be deemed waived. It is expressly agreed, as a condition of Broker’s provision of services to Shipper, Broker shall have a lien on all of Shipper’s freight in Broker’s possession for the total amount owed to Broker for all freight charges, storage and charges for related services, including charges related to freight previously delivered upon the promise of Shipper to pay such charges.

2. SHIPPER’S OBLIGATIONS. Shipper shall be responsible to Broker for timely and accurate delivery instructions and description of the cargo, including any special handling or security requirements, for any shipment.

3. BROKER'S OBLIGATIONS. BROKER’ sole responsibility with respect to qualification of Carriers available for use with respect to the Service is to make reasonable efforts to restrict access to the Service to only those Carriers: (i) authorized to perform the services required by Shipper; and (ii) that possess commercial automobile/trucking liability insurance coverage with limits of not less than one million U.S. Dollars ($1,000,000) per occurrence, motor truck cargo legal liability insurance in an amount not less than one-hundred thousand U.S. Dollars ($100,000) per occurrence, and all insurance coverages required by applicable law. BROKER makes no express or implied warranties or guarantees concerning delivery time or the locating of a Carrier to provide the transportation services requested by Shipper. The Parties agree that bills of lading and delivery receipts shall be used solely as receipts for shipment and to identify the kind and quantity of goods, place of pickup and delivery, shipper and consignee and other information as required by Shipper. References to classifications, tariffs, service guides or other publications and/or contractual terms and conditions on the face or reverse side of such documents shall be null and void.

4. LIABILITY. Broker shall not be liable, under any circumstances, to Shipper for the loss or damage to Shipper’s goods. Liability, if any, for such loss or damage shall be borne solely by the Carriers. Broker shall, without assuming any liability for loss or damage Claims, assist Shipper in its pursuit of Shipper Claims against liable Carriers. Shipper shall be directly liable to Broker and its Carriers for costs and accessorial charges incurred by either as the result of an order being cancelled by Shipper or as required to perform pick-up or delivery of Shipper orders. In no event will Broker or the Carriers be responsible for any chargebacks, fines, or other amounts assessed by any Shipper or vendor of Shipper with respect to any late pick-ups or deliveries. Shipper shall notify Broker in writing within forty-five (45) calendar days after the later of the date of delivery or the date delivery was scheduled to have occurred if no delivery is made, of any loss of, damage to, delay or shortage in a shipment of its freight; otherwise, Shipper shall forfeit any claims it may have against Broker or Carrier with respect to such claims.

5. INDEMNITY. Shipper agrees to defend, indemnify and hold Broker harmless from and against any and all loss, damage, fees (including attorneys’ fees) or injuries (including death) to the extent that such loss, damage, fees or injuries are caused or contributed to by (i) the breach by Shipper of these Terms and Conditions (ii) negligent or willful acts or omissions of Shipper, its employees, agents, contractors or subcontractors or (iii) compliance with or reliance on any instructions, directions or request of Shipper.

6. NONEXCLUSIVE TERMS AND CONDITIONS. It is understood and agreed between the parties hereto that Broker shall be free to accept freight for transportation from shippers other than Shipper and that Shipper shall be free to tender freight for transportation to brokers other than Broker.

7. INDEPENDENT CONTRACTOR. Broker shall perform the services hereunder as an independent contractor and shall have exclusive control and direction of all persons engaged in providing the Services. Broker assumes full responsibility for the payment of local, state and federal payroll taxes or contributions or taxes for unemployment insurance, workers' compensation, old age pensions or other social security and related protection, and agrees to comply with all applicable rules and regulations pertaining thereto.

8. GOVERNING LAW. This Agreement and the entire relationship of the Parties shall be construed and governed according to the laws of the state of Tennessee without giving consideration to principles of conflict of laws. If, notwithstanding the dispute resolution provisions of this Agreement, litigation arising from or related to this Agreement or the relationship of the Parties is commenced, the Parties irrevocably consent to the exclusive jurisdiction and venue of the state courts of Nashville, Tennessee and the U.S. District Courts located in Nashville, Tennessee.

9. FORCE MAJEURE. Neither Shipper nor Broker shall be liable for default in the performance of discharge of any duty or obligation under these Terms and Conditions, or for loss, damage, or delay, when caused by the acts of God, civil or military authority, public enemy, fire, floods, odors, sprinkler leakage, wind, storm, moth, by rats, mice or other vermin, labor disorders, strikes, work stoppages or other labor trouble, disturbance or interference of whatever cause or nature, whether primary, secondary or tertiary, etc., or accidents, riots, civil commotion, closing the public highways, pandemic, governmental interference or regulations and other contingencies, similar or dissimilar to the foregoing, beyond the reasonable control of the affected party (a “Force Majeure Event”). A Force Majeure Event shall not delay a party’s obligation to timely pay any sum due hereunder.

10. SEVERABILITY AND WAIVER. If any phrase, clause, sentence, or other provision contained in these Terms and Conditions violates any applicable statute, ordinance, rule or law, such phrase, clause, sentence or provision shall be ineffective to the extent of such violations without invalidating any other provision of these Terms and Conditions. The waiver by either party of any breach or default hereunder, or the failure of either party to enforce any of the terms and conditions herein, shall not affect, limit, or waive the right of either party thereafter to enforce and compel strict compliance with these Terms and Conditions.

11. ENTIRE AGREEMENT. These Terms and Conditions represent the entire understanding of the parties with respect to the subject matter herein and may not be amended except in writing signed by both Shipper and Broker. No other tariff provisions shall apply to the Services provided by Broker to Shipper under these Terms and Conditions. Broker objects to any terms proposed in Shipper’s acknowledgment or other form of acceptance of Broker’s offer to perform services which add to, vary from, or conflict with these Terms and Conditions. These Terms and Conditions may be modified only by a written instrument executed by authorized representatives of both Broker and Shipper. If Broker’s offer to perform service has been issued in response to Shipper’s offer and if any of the Terms and Conditions herein add to, vary from or conflict with any terms of Shipper’s offer, then the acceptance by Shipper of Broker’s tender to perform services shall constitute an acceptance of Shipper’s offer subject solely to these Terms and Conditions, and any additional, different or conflicting terms in Shipper’s offer are rejected by Broker.

12. LIMITATION OF LIABILITY IN NO EVENT SHALL BROKER BE LIABLE TO SHIPPER OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR SHIPPER’s USE OF, OR INABILITY TO USE, THE SERVICE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR BUSINESS INTERRUPTION, EVEN IF BROKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BROKER’S LIABILITY TO SHIPPER FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS SHIPPER HAS PAID BROKER IN THE PRIOR 12 MONTHS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.