Definitions

“Bill of Lading” means a document issued by TRIO Customs Brokers LLC, a Carrier, or a Carrier Representative, as applicable, evidencing receipt of Goods for shipment to a specified destination and person. The term includes a waybill where applicable.

“Carrier” means any motor carrier, rail carrier, rail transportation service provider, intermodal equipment provider, ocean carrier, air carrier, non vessel operating common carrier, indirect air carrier, warehouse operator, or other person or entity providing transportation, storage, handling, or related services with respect to the Goods at the request of TRIO Customs Brokers LLC.

“Carrier Representatives” means the employees, contractors, subcontractors, and agents of any Carrier.

“Claims” means any and all liabilities, claims, losses, suits, actions, damages, fines, penalties, expenses, costs, judgments, or demands of any kind, including attorneys’ fees, paralegal fees, expert fees, costs of defense, investigation, and settlement, and including claims for personal injury, property damage, cargo loss, cargo damage, environmental damage, contamination, and cleanup or remediation costs.

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“Company” means TRIO Customs Brokers LLC.

“Conditions” means these Customer Standard Terms and Conditions.

“Customer” means the person or entity at whose request, for whose benefit, or on whose behalf the Company provides any Services, including any shipper, consignor, consignee, beneficial cargo owner, third party logistics provider, or any agent acting on behalf of any such person or entity.

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“DOT” means the United States Department of Transportation.

“Facility” means any warehouse, storage location, transloading site, bonded site, or other facility operated by the Company or contracted by the Company to provide Services for Customer.

“Goods” means the cargo or goods for which the Company is arranging transportation or providing other Services and includes all packaging, pallets, packing materials, containers, and related equipment.

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“Governmental Authority” means any domestic or foreign federal, state, provincial, regional, local, or supranational government, agency, authority, department, tribunal, customs body, regulatory authority, or similar entity.

“IMC” means a person or entity that, for compensation, arranges, or offers to arrange the transportation of Goods by intermodal transportation performed by authorized motor carriers and rail service providers.

“Intermodal Tariff” means the published tariff, directory, policies, procedures, shipping guide, or agreement of the applicable rail Carrier in effect at the time of shipment.

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“Parties” means the Company and Customer collectively, and “Party” means either one of them individually.

“Property Broker” means a person or entity that, for compensation, arranges, or offers to arrange the transportation of Goods by an authorized motor carrier or rail transportation provider.

“Quote” means any written or electronic rate quotation, pricing proposal, confirmation, or similar document issued by the Company.

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“Service Agreement” means any written agreement signed by an authorized representative of Customer and an authorized representative of the Company concerning the Services.

“Services” means any transportation, warehousing, storage, transloading, customs brokerage, documentation, handling, logistics, or related services provided or arranged by the Company.

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“Trailer” means any trailer, chassis, container, or similar equipment used in highway, rail, ocean, or intermodal transportation.

“Warehouse Services” means storage, handling, transloading, or warehousing services provided by the Company.

1. Application of These Conditions

Except as otherwise expressly stated herein, these Conditions apply to all Services arranged or provided by the Company. These Conditions apply unless expressly superseded or waived by a written Service Agreement. The Parties may agree in a Service Agreement to additional, revised, or modified terms. In the event of a conflict between these Conditions and a Service Agreement, the Service Agreement controls. Where the Service Agreement is silent and does not expressly disclaim these Conditions, these Conditions apply. In the event of a conflict between these Conditions and any Quote, the Quote controls solely with respect to the specific pricing or service terms stated therein.

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Carrier Services are also subject to the applicable Carrier’s Bill of Lading, tariff, service guide, or similar governing documents, as well as any contractual arrangements in place between the Company and such Carrier. Customer acknowledges that its rights against Carriers may be limited by those terms.

2. Services Requiring Special Arrangements

Customer shall not request, and the Company shall have no obligation, to do any of the following unless expressly agreed in writing:

(a) arrange for Goods to be carried, handled, or stored separately from other goods

(b) arrange for Carriers or delivery agents to hold Goods until payment is made or until surrender of a document

(c) arrange for transportation or storage of any of the following: Goods with a replacement value exceeding $100,000; luxury goods including works of art, jewelry, currency, negotiable instruments, securities, precious metals, precious stones, antiques, pharmaceuticals, or high value electronics; human remains; live animals; plants; hazardous materials; dangerous goods; fresh produce; waste; oversized or overweight shipments; rolled or coiled products; temperature sensitive commodities; or any freight with unusual requirements or restricted or prohibited by any Carrier.

Customer shall defend, indemnify, and hold harmless the Company from and against any Claims arising out of or related to Customer’s request for Services involving any such Goods or any failure to disclose their nature.

3. Company Responsibilities and Disclaimers

(a) Nothing in these Conditions obligates the Company to accept any Goods for Services. If the Company accepts Goods, it shall exercise reasonable care in arranging or providing Services in accordance with these Conditions. Where Services include transportation or transportation arrangement, the Company shall act with reasonable dispatch. However, the Company does not guarantee pickup times, transit times, or delivery times and shall not be liable for transportation delays.

(b) Except as otherwise stated herein, the Company will use reasonable efforts to communicate Customer’s written instructions to the applicable Carrier or service provider. If the Company notifies Customer that it cannot comply with any instructions, the Company shall have no liability arising from such noncompliance. If circumstances make compliance impossible or commercially impracticable, the Company may deviate from Customer’s instructions without prior approval and without additional liability.

(c) The Company shall not be responsible for deterioration of Goods caused by delay, breakdown of refrigerated equipment, temperature variation, or other conditions beyond the Company’s direct control, even where temperature controlled services were requested.

(d) The Company, Carriers, and all Carrier Representatives are independent contractors. No Carrier or Carrier Representative shall be deemed an employee, partner, joint venturer, or agent of the Company. The Company may act solely as a collection agent for freight charges if specifically agreed, but no broader agency relationship is created.

(e) If requested, and where available, the Company may provide proof of delivery, acceptance, or signed shipping documentation in original, imaged, or electronic form. Additional charges may apply.

(f) The appearance of the Company’s name on any Bill of Lading as “carrier” for Customer convenience shall not by itself alter the Company’s legal status or create carrier liability where the Company is acting solely as broker, forwarder, or intermediary.

4. Customer Responsibilities

(a) Customer shall provide complete, timely, and accurate information reasonably necessary for the Company to perform or arrange the requested Services, including accurate cargo descriptions, weights, dimensions, values, classifications, and shipping instructions.

(b) Customer shall not tender Goods that may contaminate, damage, taint, corrode, or adversely affect other cargo, equipment, or facilities.

(c) Customer represents and warrants that it is either the owner of the Goods or the authorized agent of the owner and has authority to bind the owner and all other interested parties to these Conditions.

(d) Except to the extent the Company has expressly accepted responsibility in writing, Customer warrants that all Goods have been properly prepared, packed, stowed, labeled, marked, blocked, braced, and loaded, and that all such acts comply with applicable law, industry standards, and the physical requirements of the shipment.

(e) Customer is solely responsible for obtaining all permits, licenses, authorizations, and governmental approvals required for shipment, import, export, storage, or delivery of the Goods.

(f) Customer shall comply with all applicable import laws, export control laws, sanctions laws, customs laws, transportation laws, and regulations of every jurisdiction involved in the shipment. Customer warrants that neither it nor any party involved in the transaction is prohibited under applicable sanctions or export control laws. The Company may refuse any shipment or transaction that appears to violate such laws.

5. Quotations and Invoicing

(a) The Company shall invoice Customer for Services according to any applicable Quote, Service Agreement, or the Company’s then current accessorial charges and service rules.

(b) If rates are negotiated orally or by conduct and not otherwise confirmed in writing, those rates shall be deemed confirmed when invoiced by the Company.

(c) Quotes are subject to immediate acceptance and may be revised or withdrawn. Customer is responsible for detention, demurrage, waiting time, layover, storage, inspection charges, and other accessorial costs unless caused solely by the Company’s unexcused failure to perform.

(d) Quotes do not include taxes, customs duties, brokerage fees, governmental charges, inspection fees, or similar items unless expressly stated.

(e) Border crossing shipments may incur additional costs, including customs exams, rail set outs, delays due to documentation issues, and governmental fees. The Company may invoice Customer before receiving all third party invoices and may issue adjusted invoices later for third party costs reasonably attributable to Customer’s shipment.

(f) Customer acknowledges that the Company may charge Customer an amount different from the amount paid to an underlying Carrier and may include management, coordination, compliance, or administrative fees.

(g) Customer shall pay invoices without deduction, offset, or recoupment within the agreed credit term. If no credit term has been established, payment is due within thirty days from invoice date. Overdue balances shall bear interest at the lesser of 2 percent per month or the maximum rate allowed by law, together with collection costs and attorneys’ fees.

(h) Customer must dispute any invoice in writing within sixty days after invoice date. Failure to do so constitutes acceptance of the invoice as final and waives all defenses or claims relating to that invoice. Any lawsuit or arbitration concerning invoice overcharges, duplicate billing, or related disputes must be commenced within eighteen months after delivery or tender of delivery.

6. Collect Shipments

If the Company handles Goods on a collect basis or with instructions to collect charges from consignee or another party, Customer remains fully liable for all unpaid amounts if not immediately paid when due, regardless of contrary terms on any Bill of Lading or other document. The Company shall have no liability for dishonored payments, refusal to pay, or acceptance of payment in an improper form.

7. Changed Circumstances and Failure to Take Delivery

If events occur that affect performance, including Customer’s or consignee’s failure to take delivery, the Company may seek further instructions from Customer. If timely instructions are not received, or the Company determines that compliance is impracticable, the Company may store the Goods at Customer’s risk and expense or authorize a Carrier to make the Goods available to Customer at a place reasonable under the circumstances. Customer remains liable for all charges and expenses associated with refused, unclaimed, delayed, or returned shipments.

8. Dangerous Goods and Hazardous Materials

Customer shall not tender hazardous materials, dangerous goods, or regulated substances without full prior written disclosure and express written acceptance by the Company. Customer shall comply with all applicable laws governing classification, packaging, marking, labeling, documentation, and transport of such Goods. The Company is not responsible for determining whether Goods are hazardous or properly classified. Customer shall defend, indemnify, and hold harmless the Company and all Carriers from and against all Claims arising from Customer’s failure to comply with this Section. The Company or any Carrier may refuse, unload, store, destroy, dispose of, or otherwise render harmless any dangerous Goods at Customer’s expense and without liability.

9. Intermodal Transportation and Equipment

(a) Intermodal shipments are subject to the Intermodal Tariff of the applicable rail Carrier, including restrictions, limitations, claims procedures, loading requirements, commodity restrictions, payment provisions, dispute procedures, and indemnity obligations. Customer shall comply with all such terms and shall notify all relevant parties that these Conditions and the applicable Intermodal Tariff govern the movement.

(b) Customer shall inspect all empty intermodal equipment tendered for loading and reject any equipment not apparently suitable for transport. If Customer requests that equipment be dropped and left unattended, Customer is responsible for loss or damage occurring during that possession.

(c) The Company may rely on Customer’s declared cargo weight and loading information. Customer is responsible for weight accuracy, axle distribution, and compliance with all applicable limits.

(d) Cross border intermodal shipments may require additional documentation and processing time. Customer is responsible for customs related costs, origin storage, per diem, drayage, loading, unloading, customs brokerage, filings, and other charges arising from customs compliance or inspections.

10. Import and Export Services

The Company acts as Customer’s agent for purposes of performing customs related duties, export documentation, import entry services, post entry services, licensing support, and dealings with Governmental Authorities, and for arranging transportation or storage with third parties on Customer’s behalf.

(a) Customer shall provide complete and accurate information for import and export documentation and shall promptly review all declarations, entries, filings, and documents prepared on Customer’s behalf. Customer shall immediately notify the Company of any errors, omissions, discrepancies, or incorrect statements. Customer acknowledges that inaccurate information may result in fines, penalties, liquidated damages, cargo delays, examinations, seizure, or other sanctions.

(b) Customer shall defend, indemnify, and hold harmless the Company from and against all Claims resulting from inaccurate, false, incomplete, or untimely information or documents provided by Customer, including situations where the Company relied on such information. This indemnity applies even if the Company failed to identify the error, except to the extent prohibited by applicable law.

(c) Customer shall furnish all invoices, declarations, records, permits, licenses, classification information, origin information, valuation information, and supporting data required for import or export processing within applicable deadlines and in any event sufficiently in advance to permit compliance. If Customer fails to do so, the Company may refuse to file, may act based on reasonable judgment, or may decline Services without liability.

(d) For customs business, as that term is used in 19 C.F.R. § 111.1, Customer acknowledges that the Company has no obligation to perform customs business unless and until Customer executes a valid power of attorney and provides all required onboarding and compliance documentation.

(e) Customer is solely responsible for compliance with all classification, valuation, marking, admissibility, licensing, recordkeeping, drawback, quota, and other governmental requirements. The Company has no duty to obtain binding rulings, monitor liquidation, file protests, or take post entry action unless separately agreed in writing.

(f) The Company shall retain only those records it is legally required to retain as a service provider. Customer acknowledges that it alone is responsible for its own importer, exporter, and recordkeeping obligations under applicable law, including 19 U.S.C. §§ 1508 and 1509 and related regulations.

(g) Customer is specifically advised that, if it is the importer of record, payment to a customs broker does not relieve Customer of liability for duties, taxes, fees, or other amounts owed to U.S. Customs and Border Protection if such amounts are not paid by the broker.

(h) The Company shall not be liable for loss, delay, misdelivery, penalties, or damages caused by the acts or omissions of Carriers, third party customs brokers, freight forwarders, documentary agents, or other third parties engaged in connection with the shipment.

(i) The Company may use third party customs brokers, agents, or documentary service providers where necessary or beneficial. Customer authorizes such use and agrees to be bound by any lawful limitations of liability applicable to those third parties.