Transportation Agreement

This Transportation Agreement (this “Agreement”), dated as of ____________ (the “Effective Date”), is entered into by Wakool Transport, a California Corporation (“Carrier”), and (“Customer”, and together with Carrier, the “Parties”, and each, individually, a “Party”).

WHEREAS, Carrier is engaged in the business of transporting property by motor vehicle in intrastate and interstate trade and desires to furnish to Customer certain motor carrier transportation and related services, as hereinafter more fully described; and

WHEREAS, Customer desires to obtain such transportation and related services from Carrier.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

Bolded terms have the meanings set forth in or referred to in Section 1 or otherwise set forth in this Agreement.

“Action” means any claim, lawsuit, action, cause of action, demand, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise, whether at law, in equity, or otherwise.

An “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term 'control' (including 'controlled by' and 'under common control with') refers to the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Basic Shipment Terms” refers to any one or more of the following terms specified by the Customer in a Shipment Request under Section 3.1: (a) a list of the Goods to be shipped; (b) the quantity of each of the Goods to be shipped; (c) the requested shipment/delivery date; (d) Pick-up Location; (e) the billing address; and (f) the Delivery Location. For the avoidance of doubt, the term “Basic Shipment Terms” does not include any general terms or conditions that may be contained in any Bill of Lading or Carrier or Customer documentation.

“Business Day” means any day except Saturday, Sunday, or any other day on which commercial banks located in Los Angeles, California are authorized or required by Law to be closed for business.

“Claim” means any action brought against a Person entitled to indemnification under Section 12 of this Agreement.

“Control” (including 'Controlled by' and 'under common Control with') means, regarding any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of another Person, whether through the ownership of voting securities, by contract, or otherwise.

“Delivery Location” means location specified in the applicable Shipment Request and agreed upon by the Parties.

“Goods” means the goods to be shipped under a Shipment Request accepted by the Carrier under Section 3.1.

“Governmental Authority” means any government—federal, state, local, foreign or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, award, or decision by any Governmental Authority.

“Hazardous Materials” refers to materials defined as hazardous under the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., as amended, and the regulations of the U.S. Department of Transportation made thereunder, or other similar Laws, or any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under any Laws relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata), concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal, or remediation of any such materials.

“Individual Shipment Transaction” means any Shipment Request accepted by the Carrier under Section 3.1.

“Law” refers to any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order, or any requirement or rule of law by a Governmental Authority.

“Person” means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, Governmental Authority, or any other entity.

“Personnel” refers to agents, employees, or Permitted Subcontractors (if any), engaged or appointed by the Carrier or Customer.

“Pick-up Location” refers to the street address specified in the Shipment Request where the Customer requests the Carrier to take possession of the Goods in order to render the Transportation Services.

“Representatives” refers to a Party's Affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors, and permitted assigns.

“Shipment” refers to the Goods shipped under an Individual Shipment Transaction.

“Shipment Request” refers to the Customer's request or purchase order for transportation services issued to the Carrier under this Agreement, including all terms and conditions attached to, or incorporated into, such shipment request.

“Transportation Services” refers to delivery and inland truck transportation services, including, but not limited to, collection, loading, transportation, unloading, and delivery from the Pick-up Location to the Delivery Location.

2. Agreement to Transport Goods

2.1. Transportation Services. Carrier shall provide Transportation Services to the Customer periodically during the Term, in the form of Individual Shipment Transactions.

2.2. Subcontractors. Carrier may subcontract with any Person to perform Transportation Services for Customer (each such subcontractor or other third party, a “Permitted Subcontractor”).

2.3. Relationship of the Parties

(a) No provision in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Carrier is an independent contractor under this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.

(b) Carrier shall have sole and exclusive control over the manner in which Carrier Personnel perform the Transportation Services. Customer acknowledges that Carrier Personnel are deemed employees or subcontractors of Carrier only and are subject to employment and engagement, discharge, discipline, and control, solely and exclusively by Carrier.

3. Shipment Request Procedure

3.1. Shipment Requests. Customer shall formally initiate all Shipment Requests in written form via facsimile or e-mail. Carrier's acceptance of the Shipment and issuance of a receipt for the Shipment shall serve as Carrier's acknowledgment that its Transportation Services are governed by the terms of this Agreement.

3.2. Delivery Receipts / Bill of Lading. Each Shipment under this Agreement shall be evidenced by a proof of delivery receipt (the “Delivery Receipt”) provided by Carrier, which shall be signed by Customer or its agent or employee upon delivery of a Shipment. A signed Delivery Receipt shall be definitive proof that the Shipment has been delivered. The Delivery Receipt shall merely reflect that the Shipment was delivered and when it was delivered and shall not evidence any information regarding the products/goods and quantities thereof. In the event that Carrier elects to use a bill of lading, manifest, or other form of freight receipt or contract (collectively, a "Bill of Lading"), any terms and conditions of such Bill of Lading shall be subject to Section 3.3.

3.3. Terms of Agreement Prevail Over Customer's Documentation. The Parties intend for the express terms and conditions contained in this Agreement (including any Schedules and Exhibits hereto) and the Basic Shipment Terms contained in the applicable Shipment Request to exclusively govern and control each of the Parties' respective rights and obligations regarding the subject matter of this Agreement, and this Agreement is expressly limited to such terms and conditions. Without limitation of the foregoing, any additional, contrary, or different terms contained in any Shipment Request, Bill of Lading, or other request or communication by Customer pertaining to the Transportation Services, and any attempt to modify, supersede, supplement, or otherwise alter this Agreement, will not modify this Agreement or be binding on the Parties unless such terms have been fully approved in a signed writing by authorized Representatives of both Parties.

3.4. Carrier's Right to Reject Shipment Requests. Carrier has the right to reject any Shipment Request. Carrier shall accept any Shipment Request by confirming acceptance of the request (whether by written confirmation, invoice, or otherwise) or by picking up the Goods specified in the Shipment Request.

4. Shipment and Delivery

4.1. Shipment and Delivery. Unless otherwise expressly agreed to by the Parties in any Individual Shipment Transaction, Carrier shall deliver the Shipment to the Delivery Location, using Carrier’s standard methods of shipment. Any time quoted by Carrier for pick-up and delivery is estimates only. Carrier shall not be liable for any loss or damage resulting from a delay in delivery.

4.2. Customer Responsibilities. Customer shall properly pack and mark the Goods and provide Carrier with shipment documentation showing the purchase order number, Customer's identification number for the Individual Shipment Transaction, the quantity in the Shipment (including weight, volume, and the number of cartons or pallets), consignee's name and the country of origin. Customer shall give Carrier prior notice if the Goods contain any hazardous or dangerous materials.

5. Risk of Loss

Carrier shall bear all risk of loss, damage, or theft of the Goods from the time Carrier picks up the Goods at the Pick-up Location until the time Carrier delivers the Shipment to the Delivery Location, or while the Goods are in Carrier's care, custody, or control. Customer must file claims for loss or damage with Carrier within thirty (30) days from the date it becomes aware of such loss, shortage, or damage, which for the purposes of this Agreement shall be the delivery date or, in the event of non-delivery, the scheduled delivery date. Carrier’s liability for any shipment shall not exceed $5 USD per pound.

6. Insurance

6.1. Requirement to Obtain Insurance. During the Term, Carrier shall procure and maintain in force the following types of insurance:

(a) Commercial general liability insurance, including blanket contractual coverage, for bodily injury and property damage, with a combined single limit of $1,000,000 USD per occurrence.

(b) Primary cargo insurance covering the full value of the maximum quantity of Goods expected to be transported at any one time under this Agreement, but not less than $100,000 USD per shipment, to compensate Customer, its vendors, suppliers, and/or customers, or the consignor, consignee, or owner of the Goods for any loss or damage to or from property placed in the possession or control of Carrier in connection with the Transportation Services.

(d) Automobile liability insurance covering owned, non-owned, and hired vehicles, with a combined single limit of $1,000,000 USD.

7. Insurance Contract Requirements and Certificates

7.1. Insurance Contract Requirements. Carrier shall ensure that all insurance policies are required under Section 6:

(a) are issued by insurance companies with a Best's Rating of no less than A-VII;

(b) specify that such insurance is primary, and any similar insurance in the name of or for the benefit of Carrier is excess and non-contributory.

7.2. Cancellation or Non-renewal. Carrier shall maintain these insurance coverages in full force and effect during the Term. If any insurance policy required by this Agreement is cancelled, not renewed, or if the general aggregate is eroded such that the minimum policy limits required by this Agreement are unavailable, Carrier shall promptly notify Customer in writing and purchase a replacement policy with the same terms and conditions as the cancelled or non-renewed policy, providing evidence of the replacement policy to Customer.

8. Price and Payment

8.1. Price. As compensation for the Transportation Services provided by Carrier pursuant to this Agreement, Customer shall pay Carrier in accordance with the rates, charges, and provisions set forth on Schedule A, which is attached and made a part of this Agreement, as well as a fuel surcharge to be negotiated in good faith between the Parties if the price of diesel exceeds $4.25/gallon. The Parties further agree that during each Renewal Term (as hereinafter defined), all amounts charged by Carrier in the Schedule will increase by five percent (5%), unless otherwise agreed to in writing by the Parties.

8.2. Taxes. Customer is responsible for all sales, use, excise taxes, and any other similar taxes, duties, and charges imposed by any federal, state, or local governmental authority on amounts payable by Customer hereunder; provided that, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, Carrier's income, revenues, gross receipts, personnel, or real or personal property, or other assets.

8.3. Payment Terms. Carrier shall dispatch its invoice within five (5) Business Days from the date of delivery of each Shipment to the Delivery Location. Customer shall pay all such invoices within [ ______ ] days from the date of such invoice. Carrier's invoice shall set forth in reasonable detail the calculation of the rates and charges arising from the corresponding Shipment. Customer shall make all payments in US dollars by check or wire transfer. If Customer fails to make payment within the stipulated timeframe, Carrier reserves the right to adjust Customer's credit terms, including, but not limited to, reducing the credit period or requiring advance payments, as deemed necessary by Carrier.

8.4. Invoice Disputes. Customer shall Notify Carrier of any dispute with any invoice within ten (10) days from Customer's receipt of such invoice. Customer will be deemed to have accepted all invoices for which Carrier does not receive timely Notification of disputes. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, Carrier shall continue performing its obligations under this Agreement during any such dispute.

8.5. Bank Service Fee. Wakool Transport will NOT be held responsible for any bank service fees (either incoming or outgoing wire transfer fees).

8.6. Credit. At no point shall Customer have more than [ _____________ USD] in outstanding amounts owed to Carrier. If at any point Customer owes in excess of [ _____________ USD] to Carrier, then Carrier may cease providing any further services to Customer, including stopping any Shipments that have been requested by Customer, but are not yet in process. If the customer makes six consecutive timely payments, the carrier may request the insurance company to consider increasing the credit limit. If there are three consecutive instances of delayed payment, the insurance company will also consider decreasing the credit limit.

8.7. Late Payments. Customer shall pay interest on all late payments, calculated daily and compounded monthly at the greater of 2% per month or the highest rate permitted under applicable law. Customer shall also reimburse Carrier for all costs incurred in collecting overdue payments, including attorneys' fees. In addition to all other remedies available under this Agreement or at law (which Carrier does not waive by exercising any rights under this Agreement), if Customer fails to pay any amounts when due under this Agreement, Carrier may (a) suspend delivery of any Shipment, (b) reject Customer's Shipment requests, (c) cancel accepted Shipment requests, (d) exercise any other remedies set forth in this Agreement, or (e) terminate this Agreement.

8.8. Lien. Carrier shall have a lien on the Goods and the proceeds from the sale thereof to secure Customer’s payment of all fees, charges, and expenses hereunder in connection with the storage, transportation, preservation, and handling of the Goods, as well as similar charges and expenses related to any other goods. Carrier may enforce this lien at any time, including by selling all or part of the Goods in accordance with applicable law.

8.9. No Setoff Right. Customer shall not, and acknowledges that it will have no right, under this Agreement, any Shipment Request, or any other agreement, document, or law, to withhold, offset, recoup, or debit any amounts owed (or to become due and owing) to Carrier or any of its Affiliates, whether under this Agreement or otherwise, against any other amount owed (or to become due and owing) to it by Carrier or Carrier's Affiliates, whether related to Carrier's or its Affiliates' breach or non-performance of this Agreement, any Shipment Request, or any other agreement between (a) Customer or any of its Affiliates and (b) Carrier or any of its Affiliates, or otherwise.

9. Compliance with Laws

The Parties shall ensure full compliance with all applicable laws throughout the duration of this Agreement and fulfill their obligations as set forth herein. Specifically, Customer shall refrain from requesting Transportation Services that would require Carrier, or any of its Representatives, subcontractors, or other associated parties, to violate any applicable laws.

10. Term; Termination

10.1. Initial Term. This Agreement shall begin on the Effective Date and remain in effect for a period of twelve (12) months, unless terminated earlier as specified within this Agreement (the “Initial Term”).

10.2. Renewal Term. After the Initial Term, this Agreement will automatically renew for successive three (3) month periods unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term or the Agreement is terminated earlier as per its terms (each a “Renewal Term” and together with the Initial Term, the “Term”). If either Party provides timely notice of its intent not to renew, this Agreement will terminate at the end of the then-current Term unless earlier terminated under the terms of the Agreement.

10.3. Carrier's Right to Terminate. Carrier has the right to terminate this Agreement by providing written notice to Customer if:

(a) if Customer fails to pay any amount due under this Agreement (“Payment Failure”), and such failure persists for ten (10) days after Customer has received written notice of nonpayment;

(b) if Customer breaches any term of this Agreement or any specific Shipment Transaction (excluding Payment Failure), and either the breach is incurable, or if curable, the breach is not remedied by Customer within thirty (30) days of receiving written notice of the breach; or

(d) if Customer files, or has filed against it, a petition for voluntary or involuntary bankruptcy, or otherwise becomes subject, either voluntarily or involuntarily, to any legal proceeding under domestic or foreign bankruptcy or insolvency laws;

(e) if Customer makes or attempts to make a general assignment for the benefit of creditors; or

(f) if Customer applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by an order from a court of competent jurisdiction to take control or sell any substantial portion of its assets or business.

10.4. Effect of Termination

(a) The expiration or termination of the Term shall not affect any rights or obligations of the Parties that take effect upon or after the expiration or earlier termination of this Agreement or otherwise survive such expiration or termination under Section 13.3, and which were incurred by the Parties prior to such expiration or termination.

(b) Upon the expiration or earlier termination of this Agreement, any outstanding indebtedness of Customer to Carrier under this Agreement shall become immediately due and payable to Carrier, without further notice to Customer.

(c) Any Notice of termination under this Agreement shall automatically cancel any Shipments scheduled for pick-up after the effective date of termination, regardless of whether Carrier has accepted the Shipment Request.

11. Service Warranties

11.1. Limited Warranty. Carrier warrants to Customer that it will perform the Transportation Services using personnel with the necessary skills, experience, and qualifications, and in a professional and competent manner, in accordance with industry standards for similar services. Additionally, Carrier shall allocate sufficient resources to fulfill its obligations under this Agreement.

11.2. Customer's Exclusive Remedy for Breach of Service Warranties. Except to the extent that a claim is covered by an applicable insurance policy, the exclusive remedy available to Customer for Carrier’s breach of the service warranty in Section 11.1 related to any Shipment is the refund of the purchase price for the corresponding Individual Shipment Transaction.

***THIS Section 11.2 SETS FORTH CUSTOMER'S SOLE REMEDY AND CARRIER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN Section 11.1.***

11.3. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1, CARRIER MAKES NO WARRANTIES WHATSOEVER REGARDING THE SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY CARRIER OR ANY PERSON ACTING ON CARRIER'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 11.1 OF THIS AGREEMENT.

12. Indemnification

Subject to the terms and conditions of this Agreement, each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its Representatives, Affiliates, successors, and permitted assigns (collectively, the “Indemnified Party”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, including reasonable attorneys' fees, and the costs of enforcing any indemnification rights under this Agreement, as well as the costs associated with pursuing any insurance providers, incurred by the Indemnified Party in a final non-appealable judgment (collectively, “Losses”), arising out of or resulting from any claim by a third party or the other Party alleging:

(a) Any grossly negligent or more culpable act or omission by the Indemnifying Party or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement;

(b) Any bodily injury, death of any person, or damage to real or tangible personal property caused by the willful or grossly negligent acts or omissions of the Indemnifying Party or its Personnel; or

13. Limitation of Liability

13.1. No Liability for Consequential or Indirect Damages. NEITHER PARTY NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER THE DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE.

13.2. Maximum Liability. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONNECTION WITH A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID AND ACCRUED BUT NOT YET PAID TO CARRIER UNDER THIS AGREEMENT.

14. Miscellaneous

Further Assurances. Upon reasonable request by a Party, the other Party shall, at its sole cost and expense, execute and deliver any additional documents and instruments, and take all necessary actions, to give full effect to this Agreement.

Entire Agreement. Subject to Section 3.3, this Agreement, including all related exhibits, schedules, attachments, and appendices, together with the Basic Shipment Terms, constitutes the sole and entire agreement between the Parties regarding the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

Survival. The provisions of this Agreement that by their nature and context should survive any termination or expiration of this Agreement shall remain in effect after its termination.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the other Party at its address set forth below (or to such other address as the receiving Party may designate from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice will be effective only (a) upon receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.

Interpretation. Each Party, together with its respective legal counsel, has reviewed and negotiated the terms of this Agreement, and agrees that each provision shall be given its plain meaning. Each Party further agrees that, if any issue arises regarding the meaning or construction of any word, phrase, or provision, no Party shall be entitled to the benefit of the principles of contract interpretation that provide that any ambiguity is to be construed in favor of the Party who did not draft the disputed word, phrase, or provision.

Headings. The headings in this Agreement are for reference only and shall not affect its interpretation.

Severability. If any term or provision of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement, nor shall it render such term or provision invalid or unenforceable in any other jurisdiction. If a term or provision is determined to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to amend this Agreement to reflect the Parties' original intent as closely as possible, ensuring that the transactions contemplated by this Agreement can be completed as originally intended to the greatest extent possible.

Amendment and Modification. No amendment, modification, rescission, termination, or discharge of this Agreement shall be effective unless it is in writing, identified as such, and signed by each Party.

Waiver. No delay, waiver, omission, or forbearance by either Party in exercising any right, duty, or power arising out of a breach or default by the other Party under any of the terms, provisions, covenants, or conditions of this Agreement shall constitute a waiver of the non-breaching Party’s right to enforce any such right, option, duty, or power, whether against the breaching Party or with respect to any subsequent breach or default.

Assignment. Neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, which consent may be withheld at the other Party's sole discretion. Any purported assignment or delegation in violation of this Section shall be void. No assignment or delegation shall relieve the assigning or delegating Party from any of its obligations under this Agreement.

Successors and Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

No Third-party Beneficiaries. Except as expressly provided or incorporated by reference in this Agreement (including, but not limited to, the indemnification provisions), no provision of this Agreement is intended to create, nor shall it be interpreted as creating, any third-party beneficiary rights or any other rights in any customer, affiliate, stockholder, partner, member, director, officer, employee, or any other person or entity.

Choice of Law. This Agreement, including all Individual Shipment Transaction documents and exhibits, schedules, attachments, and appendices attached to this Agreement, and all matters arising out of or related to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of California, United States of America, without regard to its conflict of law provisions, to the extent that such principles or rules would require or permit the application of the laws of any jurisdiction other than the State of California.

Choice of Forum. The validity, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, as if fully performed within that state, without giving effect to its conflict of laws principles. The Parties further agree that any action, claim, or proceeding under this Agreement shall be exclusively brought in the courts of the County of Los Angeles, California, or the federal courts located therein. The Parties expressly waive any objections they may have to the exclusive jurisdiction and venue of such courts. In any event, the prevailing Party shall be entitled to recover all costs, including reasonable attorneys’ fees.

Bilingual Agreement. This Agreement is provided in both English and Simplified Chinese. The Chinese version is for reference only. In the event of any inconsistency between the Chinese and English versions, the English version shall prevail.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Facsimile signatures shall be considered original signatures and shall be effective as of the date they are sent by facsimile. The exchange of copies of this Agreement and signature pages via email in Portable Document Format (PDF) or any other electronic means intended to preserve the original document shall constitute effective execution and delivery of this Agreement and shall be deemed to be original documents for all purposes.

Force Majeure. No Party shall be liable or responsible to the other Party, nor deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for payment obligations), if such failure or delay is caused by or results from the following force majeure events ("Force Majeure Events"): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, or explosions; (c) war, invasion, hostilities (whether declared or not), terrorist acts or threats, riots, or civil unrest; (d) government orders, laws, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergencies; (g) pandemics or epidemics; (h) industry disruptions, lack of transportation, or lack of labor; (i) any other event beyond the reasonable control of the impacted Party. The impacted Party must notify the other Party within thirty (30) days of the Force Majeure Event, specifying the expected duration of the event. The impacted Party must make diligent efforts to end the failure or delay and minimize the effects of the Force Majeure Event. The impacted Party shall resume its obligations as soon as reasonably practicable after the cause is removed.

Schedule A - Fee Schedule

1. Freight charges will be confirmed via email by the Carrier once the Customer has confirmed the delivery details, including the delivery location. Such pricing will be considered binding and final unless the Customer cancels the delivery request within twenty-four (24) hours of the email confirmation or before the Carrier dispatches personnel to perform the delivery, whichever occurs first.

2. The Customer may pay the pier pass fee directly; however, if the Carrier pays for it, the Customer will be charged the actual pier pass fee plus a $5.00 processing fee per container.

3. The Customer will be charged a chassis fee, regardless of whether the chassis is owned by the Carrier or the Customer. The Customer is responsible for applying for chassis credit directly from the steamship line.

4. A chassis split fee will be applied each time a chassis picks up containers from different terminals. Chassis splits are only available for pickups at the Yusen and LBCT terminals.

5. Empty containers will be returned within two business days from the time the Customer requests the return. Any request sent after 5:00 PM PST will be considered after hours and will not be processed until the next business day. The Carrier will not be responsible for any per diem charges if an empty container is not returned due to the lack of an appointment time.

6. A storage fee will apply for each day the Customer’s container is stored in the Carrier’s yard before delivery.

7. Any additional fees will be negotiated and agreed upon between the Customer and the Carrier.