Terms of Service

Terms and Conditions for TRIO Customs Brokers LLC

Effective Date: October 18, 2024. Last Updated: October 18, 2026.

TRIO Customs Brokers

Terms & Conditions, Terms of Service

TRIO Customs Brokers LLC
Effective Date: October 18, 2026
Last Updated: October 18, 2026

This page contains the terms that apply when you work with TRIO Customs Brokers LLC ("TRIO"):

Part 1 — Customer Terms of Service apply to customers who use TRIO for customs brokerage, Importer Security Filing (ISF), Foreign Trade Zone (FTZ), warehouse, transportation management, advisory, or related services.
Part 2 — Purchase Order Terms apply to suppliers and vendors who sell goods or services to TRIO under a TRIO purchase order.
Part 3 — Website and Free Tools Terms apply to use of www.triocb.com and its free calculators and tools.

PART 1 — CUSTOMER TERMS OF SERVICE

1. Agreement, Acceptance, and Order of Precedence

1.1 These Conditions. These Customer Terms of Service (the "Conditions") apply to all Services that TRIO Customs Brokers LLC provides, performs, or arranges for a Customer.

1.2 Acceptance. Customer accepts these Conditions, and confirms that it is authorized to do so, when it does any of the following: signs a TRIO customs power of attorney, credit application, or Service Agreement; requests, instructs, or accepts any Service; or tenders Goods or documents to TRIO or to a third party that TRIO arranges.

1.3 Order of precedence. If documents conflict, the following order applies:
(a) a written Service Agreement signed by authorized representatives of both Parties;
(b) for carriage only, any bill of lading, air waybill, or other transport document that TRIO issues in its own name (see Sections 17 and 18);
(c) a Quote, but only for the specific pricing or service terms stated in it;
(d) these Conditions.
Customer's purchase order terms, portal terms, or other standard terms do not apply to the Services, even if TRIO accepts or acknowledges the document, unless an authorized officer of TRIO agrees to them in writing.

1.4 Changes to these Conditions. TRIO may update these Conditions by posting a new version at https://www.triocb.com/terms with a new Effective Date. The version in effect on the date a Service is requested governs that Service. An update does not change the terms of a Service Agreement signed before the update unless both Parties agree in writing.

2. Definitions

"Bill of Lading" means a document issued by TRIO, a Carrier, or a Carrier Representative that evidences receipt of Goods for shipment to a specified destination and person. It includes a waybill or air 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 that provides transportation, storage, handling, or related services for the Goods at TRIO's request.

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

"CBP" means U.S. Customs and Border Protection.

"Claims" means all liabilities, claims, losses, suits, actions, damages, fines, penalties, liquidated damages, expenses, costs, judgments, and demands of any kind. This includes reasonable attorneys' fees, expert fees, and costs of defense, investigation, and settlement, and claims for personal injury, property damage, cargo loss or damage, environmental damage, contamination, and cleanup or remediation.

"Company" or "TRIO" means TRIO Customs Brokers LLC.

"Customer" means the person or entity at whose request, for whose benefit, or on whose behalf TRIO provides any Service. This includes any importer of record, shipper, consignor, consignee, beneficial cargo owner, third-party logistics provider, and any agent acting for any of them. Customer is responsible for giving notice of these Conditions to its agents and representatives.

"Customs Business" has the meaning given in 19 C.F.R. § 111.1.

"Duties, Taxes, and Fees" means all duties (including antidumping, countervailing, and additional duties under Chapter 99 of the Harmonized Tariff Schedule of the United States), taxes, user fees (such as merchandise processing and harbor maintenance fees), interest, and other amounts owed to CBP or any other Governmental Authority on Customer's Goods.

"Facility" means any warehouse, storage location, transloading site, bonded site, FTZ site, or other facility operated or contracted by TRIO to provide Services for Customer.

"FTZ" means a U.S. Foreign-Trade Zone.

"Goods" means the cargo or goods for which TRIO provides or arranges Services. It includes all packaging, pallets, packing materials, containers, and related equipment.

"Governmental Authority" means any domestic or foreign federal, state, provincial, regional, local, or supranational government, agency, authority, department, tribunal, customs body, or regulatory authority. It includes CBP and the Partner Government Agencies (PGAs) that regulate imports, such as FDA, EPA, and DOT.

"Importer of Record" means the party responsible to CBP for an entry, as described in 19 U.S.C. § 1484.

"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.

"ISF" means the Importer Security Filing required by 19 C.F.R. Part 149 for most ocean cargo.

"Parties" means TRIO and Customer together, and "Party" means either one.

"Power of Attorney" or "POA" means a customs power of attorney that authorizes TRIO to transact Customs Business for Customer.

"Quote" means any written or electronic rate quotation, pricing proposal, confirmation, or similar document issued by TRIO.

"Service Agreement" means any written agreement about the Services that is signed by authorized representatives of both Customer and TRIO.

"Services" means any customs brokerage, ISF, FTZ, warehousing, storage, transloading, cross-dock, transportation management, documentation, advisory, compliance, handling, logistics, or related service that TRIO provides or arranges.

"Warehouse Services" means storage, handling, transloading, cross-dock, or warehousing services that TRIO provides.

3. Services and TRIO's Role

3.1 Service categories. Services may include the following, as applicable and as stated in the applicable Quote or Service Agreement:
(a) Customs brokerage and agency services: Customs Business and government filings that TRIO performs, including import entries (such as CBP Forms 3461 and 7501), ISF, FTZ admissions and entries, export filings, and related regulatory submissions.
(b) Warehouse and FTZ services: storage, transloading, cross-dock, cargo handling, and FTZ-related services provided by TRIO directly or through third-party facilities.
(c) Transportation management services: trucking, drayage, rail, ocean, or air freight that TRIO coordinates or arranges through third-party Carriers.
(d) Advisory services: tariff classification guidance, origin and USMCA analysis, valuation support, tariff exposure analysis, documentation review, and compliance support.

3.2 TRIO acts as Customer's agent for Customs Business. When TRIO transacts Customs Business, makes ISF or export filings, or deals with Governmental Authorities for Customer, TRIO acts as Customer's agent under the POA. When TRIO arranges transportation, storage, or other services with third parties, TRIO acts as Customer's agent or as an intermediary, not as a Carrier, unless TRIO issues its own transport document or expressly agrees in writing to act as a Carrier.

3.3 TRIO is not the importer or a party to the transaction. Unless an authorized officer of TRIO agrees in writing, TRIO is not the Importer of Record, owner, buyer, seller, exporter, or consignee of the Goods. TRIO does not take on the obligations of those parties.

3.4 Customs broker regulations. TRIO transacts U.S. Customs Business in accordance with the customs broker licensing, permit, and conduct requirements of 19 C.F.R. Part 111.

3.5 Services outside the United States. Where a Service involves customs clearance or other regulated activity in another country, that activity is performed by providers authorized under that country's laws, as stated in the applicable Quote or Service Agreement.

3.6 No obligation to accept. TRIO may decline any shipment, filing, or engagement. TRIO may also suspend or end Services if Customer does not give it required information, payment, or authority, or if TRIO believes the transaction may violate the law.

4. Power of Attorney and Customer Onboarding

4.1 POA required. TRIO will not transact Customs Business for Customer until Customer has signed a valid Power of Attorney, in the form TRIO requires and covering the Services requested, directly with TRIO. A POA signed through a freight forwarder or other third party is not accepted. Customer must also complete TRIO's onboarding requirements.

4.2 Identity and authority checks. Before accepting a POA, and from time to time afterward, TRIO may verify Customer's identity, address, business registration, and importer number, and the identity and authority of the person who signs the POA. Customer will provide reasonable proof on request. This may include the information on CBP Form 5106, a government-issued photo ID for the signer, and business registration records. TRIO may decline or end representation if it cannot verify this information.

4.3 Keeping information current. Customer will promptly tell TRIO in writing about any change in its legal name, ownership, address, EIN or importer number, authorized signers, bond, or banking information used for CBP refunds.

4.4 Revocation. Customer may revoke the POA by written notice to TRIO. Revocation does not affect filings already made, Services already performed, or amounts already owed. TRIO keeps POAs and revocations for the periods required by 19 C.F.R. § 111.23.

4.5 Required notice about paying CBP through a broker. CBP rules (19 C.F.R. § 111.29(b)) require TRIO to give its clients the following notice:

If you are the importer of record, payment to the broker will not relieve you of liability for customs charges (duties, taxes, or other debts owed CBP) in the event the charges are not paid by the broker. Therefore, if you pay by check, customs charges may be paid with a separate check payable to the "U.S. Customs and Border Protection" which will be delivered to CBP by the broker.

5. Customer Responsibilities — Accurate, Complete, and Timely Information

5.1 Importer's legal duty of reasonable care. If Customer is the Importer of Record, Customer is legally responsible under 19 U.S.C. § 1484 for using reasonable care to declare the value, classification, and rate of duty of its Goods, and for giving CBP any other required information. Customer cannot pass this duty to TRIO. TRIO prepares and files entries based on information Customer provides.

5.2 What Customer must provide. Customer will give TRIO complete, accurate, and timely information and documents for each Service. This includes, as applicable:
(a) commercial invoices showing seller, buyer, consignee, a detailed description of the goods, quantity, unit and total price, currency, country of origin, and terms of sale;
(b) packing lists, bills of lading or air waybills, and arrival notices;
(c) all facts that affect value, such as assists, royalties, license fees, commissions, rebates, related-party relationships, and later price adjustments;
(d) product information needed for classification and admissibility, such as material composition, function and use, part numbers, and manufacturing process;
(e) country-of-origin information, manufacturer identity (for the MID), and any facts that support a claim for preferential treatment, such as a USMCA certification of origin;
(f) information needed for Chapter 99 or trade-remedy duties, for example metal content and origin for Section 232 goods, or antidumping and countervailing duty scope information;
(g) Partner Government Agency data, licenses, permits, and certifications; and
(h) any other facts TRIO asks for, or that Customer knows are needed, to file correctly.

5.3 ISF. For ocean cargo, Customer will make sure TRIO receives the ISF data in time for TRIO to file it at least 24 hours before the cargo is loaded on the vessel at the foreign port. Customer will also send updates as soon as better information is available. Customer is responsible for its suppliers' and forwarders' timely delivery of ISF data. Late, inaccurate, or missing ISF filings can lead to cargo holds, "do not load" messages, penalties, and liquidated damages claims against the bond under CBP bond conditions.

5.4 Review of filings. Customer will promptly review the entries, ISF filings, declarations, and other documents that TRIO prepares or files for it. Customer will tell TRIO right away in writing about any error, omission, or discrepancy.

5.5 Admissibility and compliance. Customer is responsible for making sure its Goods may lawfully be imported, exported, stored, and transported. This includes country-of-origin marking, PGA requirements, quotas, licensing, sanctions and export controls, and the ban on goods made with forced labor (19 U.S.C. § 1307). Customer represents that neither it nor any party to the transaction is a sanctioned or restricted party.

5.6 Ownership and authority. Customer represents that it owns the Goods or is authorized by the owner, and that it has authority to bind the owner and all other interested parties to these Conditions.

5.7 Packing and labeling. Unless TRIO has accepted responsibility in writing, Customer warrants that the Goods are properly prepared, packed, stowed, labeled, marked, blocked, braced, and loaded as required by law, industry standards, and the shipment. Customer will not tender Goods that may contaminate, damage, taint, or corrode other cargo, equipment, or facilities.

5.8 Lawful use only. Customer will not use TRIO's Services for any unlawful purpose. If TRIO determines that Customer is intentionally trying to use TRIO to defraud the U.S. Government or commit a crime against it, TRIO will end representation and will report this to CBP as required by 19 C.F.R. § 111.32.

6. TRIO's Responsibilities

6.1 Care and diligence. TRIO will use reasonable care and due diligence in preparing and filing documents and in handling Customer's Customs Business, and will meet its obligations under 19 C.F.R. Part 111. Among other things, TRIO will:
(a) pay Duties, Taxes, and Fees to CBP on or before the due date when TRIO is responsible for the payment or has received the funds from Customer. If TRIO receives Customer's funds after the due date, it will send them to CBP within 5 working days, as 19 C.F.R. § 111.29(a) requires;
(b) give Customer a written accounting, within 60 calendar days of receipt, of funds TRIO receives for Customer from the Government and of Customer funds TRIO holds that were not paid to the Government or that exceed the charges due, as 19 C.F.R. § 111.29(a) requires;
(c) promptly tell Customer if TRIO knows that Customer has not complied with the law, or has made an error or omission in a document the law requires Customer to sign, and advise Customer on the proper corrective action (19 C.F.R. § 111.39);
(d) not withhold from Customer information about Customs Business TRIO conducts for it that Customer is entitled to; and
(e) keep Customer's records confidential as described in Section 12.

6.2 Reliance on Customer information. TRIO may rely on the information and documents Customer or its agents provide. TRIO is not required to independently verify them, except where the law requires it.

6.3 Classification and advice. Classification recommendations, duty estimates, and other advice are based on the information Customer provides and on the laws and CBP guidance in effect when the advice is given. They are not binding on CBP. They may need to change if the facts, the law, or CBP's position changes. Only a CBP ruling binds CBP.

6.4 Communication. TRIO will communicate directly with Customer about Customer's Customs Business. This is true even when a freight forwarder or other party referred Customer to TRIO.

7. Entries, Post-Entry Work, Corrections, and Refunds

7.1 Included Services. Unless a Quote or Service Agreement says otherwise, TRIO's customs brokerage Services cover preparing and transmitting the entries and filings Customer requests. The specific filings and services included in a fee are as stated in the applicable Quote, Service Agreement, or invoice.

7.2 Services that need a separate written request. If TRIO identifies an error after filing, TRIO will advise Customer of the available correction path. TRIO has no obligation to perform the following unless Customer asks in writing and TRIO agrees in writing, which may include extra fees: request binding rulings; monitor or advise on liquidation; file post-summary corrections, protests, petitions, prior disclosures, reconciliation entries, drawback claims, or refund requests (including duty refund declarations through CBP's refund processes); respond to CBP requests for information, notices of action, or penalty notices; or determine licensing authority or obtain licenses. TRIO's duty under Section 6.1(c) to advise of known errors applies regardless.

7.3 Timing. Many post-entry rights have strict legal deadlines. For example, a protest must generally be filed within 180 days after liquidation (19 U.S.C. § 1514). Customer must give TRIO written instructions in enough time to meet them. TRIO is not responsible for a missed deadline if Customer's instructions or information came too late.

7.4 Refunds. CBP pays refunds only to the Importer of Record or to a third party the Importer of Record has designated to CBP (for example on CBP Form 4811). CBP generally pays refunds electronically, so the refund recipient may need an ACE Portal account with refund bank information on file. Customer is responsible for that setup. If TRIO receives any refund or other funds for Customer, TRIO will account for them as Section 6.1(b) requires.

8. Customs Bonds

8.1 Bond required. Most formal entries and ISF filings require a CBP bond. Customer is responsible for having a continuous bond or a single transaction bond that is sufficient in amount and type, unless TRIO agrees in writing to arrange one. Where TRIO arranges a bond, TRIO's role and the identity of the surety are as stated in the applicable bond application or agreement.

8.2 Bond sufficiency. CBP may require a higher bond amount, for example when duties increase. Customer will promptly obtain any increase or replacement bond CBP or the surety requires. TRIO's bond calculators and estimates are planning tools only (see Part 3). The surety and CBP decide the required bond amount.

8.3 Surety requirements. Customer will meet the surety's underwriting, collateral, and indemnity requirements. A surety's payment to CBP does not relieve Customer of liability.

8.4 Liquidated damages and claims on the bond. Customer is responsible for liquidated damages, penalties, and claims against the bond that arise from Customer's Goods, information, or conduct. If TRIO or any bond arranged by TRIO is charged for any such amount, Customer will reimburse TRIO under Section 15.

9. Duties, Taxes, Fees, and Government Charges

9.1 Customer's liability. The Importer of Record owes all Duties, Taxes, and Fees on its Goods. That liability is a debt to the United States (19 C.F.R. § 141.1). Customer is responsible for all Duties, Taxes, and Fees, including any increases found at liquidation, supplemental bills, and interest, whether or not TRIO quoted or estimated them.

9.2 How duties are paid. Duties, Taxes, and Fees are paid by the method stated in the applicable Quote, Service Agreement, or invoice, or as otherwise agreed in writing. Depending on the arrangement, Customer may pay CBP directly (for example through ACH or a Periodic Monthly Statement under Customer's own account), or Customer may send duty funds to TRIO in cleared funds before TRIO's payment due date so that TRIO can pay CBP.

9.3 No obligation to advance funds. TRIO is not required to advance Duties, Taxes, Fees, freight, or other charges for Customer. If TRIO advances any amount, it does so as an accommodation, and Customer will repay it on demand or by the date stated on TRIO's invoice. Any advance or disbursement fee is as stated in the applicable Quote, Service Agreement, or invoice. Funds Customer pays TRIO for Duties, Taxes, and Fees are held for payment to CBP for Customer and are not TRIO's fees.

9.4 Rate changes. Duty rates, tariff measures, and fees can change quickly, sometimes with no notice. CBP applies the rates in effect under the law at the relevant time, not the rates in any Quote or estimate. Customer bears the cost of any such change.

10. TRIO Fees, Quotes, Invoicing, and Payment

10.1 Quotes. Quotes are based on the information Customer provided and current conditions. They may be changed or withdrawn until accepted, and they expire on the date stated in the Quote. Quotes do not include Duties, Taxes, and Fees, PGA fees, exam or inspection costs, or other government charges unless the Quote says so.

10.2 Invoicing. TRIO invoices Customer under the applicable Quote or Service Agreement or, if there is none, at TRIO's then-current rates. If rates were agreed orally or by conduct, the rates on TRIO's invoice apply unless Customer disputes them under Section 10.5. TRIO may invoice before it receives all third-party bills and may send adjusted invoices later for third-party costs reasonably tied to Customer's shipment.

10.3 Accessorial and third-party charges. Customer is responsible for detention, demurrage, per diem, waiting time, storage, CBP or PGA exam charges, inspection fees, and similar costs, unless they were caused solely by TRIO's unexcused failure to perform. TRIO's charges may differ from what TRIO pays a Carrier or other provider and may include coordination, management, compliance, or administrative fees.

10.4 Payment terms. Payment terms, including due dates and any credit terms, are as stated in the applicable Quote, Service Agreement, or invoice. Customer will pay each invoice in full, without deduction or setoff, by the due date stated. Past-due amounts may bear interest or late charges as stated in the applicable Quote, Service Agreement, or invoice, not to exceed the maximum rate permitted by law. To the extent permitted by law, Customer will also pay reasonable costs of collection, including reasonable attorneys' fees.

10.5 Invoice disputes. Customer must dispute an invoice in writing within 60 days after the invoice date, with details. Undisputed amounts must be paid when due. If Customer does not dispute in time, the invoice is final. Any lawsuit about overcharges or duplicate billing must be started within 18 months after the invoice date.

10.6 Suspension for nonpayment. TRIO may suspend Services, require payment in advance, or require security if Customer's account is past due or its credit changes.

10.7 Collect shipments. If TRIO agrees to collect charges from a consignee or other party, Customer remains liable for any amount not paid when due. TRIO is not liable if the other party refuses to pay or its payment is dishonored.

10.8 Billing when TRIO is engaged by someone other than the importer. If TRIO is engaged by an unlicensed party who is not the actual importer, TRIO will send the actual importer a copy of TRIO's bill or the entry, as 19 C.F.R. § 111.36 requires, unless an exception in that rule applies.

11. Recordkeeping

11.1 Customer's records. Customer is solely responsible for its own recordkeeping duties under 19 U.S.C. §§ 1508 and 1509 and 19 C.F.R. Part 163. Most import records must generally be kept for 5 years from the date of entry, and some records have different periods. Unless the Parties agree in writing, TRIO is not Customer's recordkeeper or recordkeeping agent.

11.2 TRIO's records. TRIO keeps the records a customs broker must keep, for the periods required by 19 C.F.R. Part 111. On request, TRIO will give Customer copies of entry records it holds for Customer. Any retrieval fees are as stated in the applicable Quote, Service Agreement, or invoice.

11.3 Records support as a Service. If Customer wants TRIO to build or maintain an import record set, classification database, or audit file for it, the scope will be set out in a Quote or Service Agreement.

12. Confidentiality and Data Security

12.1 Customs broker confidentiality. TRIO treats the records it keeps about Customer's business as confidential, as 19 C.F.R. § 111.24 requires. TRIO discloses them only to Customer, Customer's surety for a particular entry, the U.S. Department of Homeland Security (including CBP) or other authorized U.S. Government officers, in response to a subpoena or court order, or when Customer authorizes it in writing. This does not apply to information available from public sources.

12.2 Sharing needed to perform Services. Customer authorizes TRIO to share shipment information with Carriers, warehouses, other brokers or agents, sureties, and other service providers as reasonably needed to perform the Services Customer requests.

12.3 Security incidents. TRIO uses reasonable safeguards for Customer data. If TRIO discovers a breach of records relating to its customs business, it will notify CBP as 19 C.F.R. § 111.21(b) requires. It will also notify affected Customers without undue delay and as other law requires.

12.4 Privacy. TRIO's Privacy Policy, posted on the Site, explains how TRIO handles personal information.

12.5 Customer confidentiality. Customer will keep TRIO's non-public pricing, tools, and work product confidential and will use them only for its own business.

13. Third Parties, Routing, and Special Arrangements

13.1 Selection of third parties. Unless Customer chooses the provider in writing, TRIO will use reasonable care in selecting Carriers, warehouses, other customs brokers, agents, and other third parties, and in selecting routes and methods. TRIO does not guarantee their performance. TRIO is not liable for their acts or omissions or for loss, damage, or delay while Goods are in their custody. Claims for those losses must be brought against the responsible third party, and TRIO will reasonably assist (Customer pays any costs). Customer agrees that third parties' lawful terms and liability limits apply.

13.2 Carrier terms. Carriage is also subject to the applicable Carrier's bill of lading, tariff, or service guide. Those terms may limit Customer's rights against the Carrier.

13.3 Special arrangements. Unless TRIO agrees in writing in advance, TRIO has no obligation to do any of the following:
(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 a document is surrendered; or
(c) arrange transportation or storage of any of the following: Goods worth more than $100,000; works of art, jewelry, currency, negotiable instruments, securities, precious metals or stones, antiques, pharmaceuticals, or high-value electronics; human remains; live animals; plants; hazardous materials or dangerous goods; fresh produce; waste; oversized or overweight shipments; rolled or coiled products; temperature-sensitive commodities; or any freight with unusual requirements or that is restricted or prohibited by a Carrier.
Customer will defend, indemnify, and hold TRIO harmless from Claims arising from any request involving such Goods or from any failure to disclose their nature.

13.4 Customer instructions. TRIO will use reasonable efforts to pass Customer's written instructions to the relevant Carrier or provider. If TRIO tells Customer it cannot follow an instruction, TRIO has no liability for not following it. If following an instruction becomes impossible or commercially impracticable, TRIO may depart from it without prior approval.

13.5 Delays and timing. TRIO acts with reasonable dispatch but does not guarantee pickup, transit, clearance, or delivery times. Clearance can be delayed by CBP or PGA holds and exams, missing data, or government systems outages.

13.6 Changed circumstances and refused delivery. If something affects performance, for example the consignee refuses or fails to take delivery, TRIO may ask Customer for instructions. If timely instructions are not received, or following them is impracticable, TRIO may store the Goods at Customer's risk and expense or have a Carrier make them available to Customer at a reasonable place. Customer is liable for all charges for refused, unclaimed, delayed, or returned shipments.

13.7 Proof of delivery. On request and where available, TRIO will provide proof of delivery or signed shipping documents. Extra charges may apply.

13.8 Name on a bill of lading. TRIO's name appearing on a bill of lading as "carrier" for Customer's convenience does not by itself make TRIO a carrier when TRIO is acting as a broker, forwarder, or intermediary.

14. Dangerous Goods and Hazardous Materials

Customer will not tender hazardous materials, dangerous goods, or regulated substances without full written disclosure in advance and TRIO's express written acceptance. Customer will comply with all laws on their classification, packaging, marking, labeling, documentation, and transport. TRIO is not responsible for deciding whether Goods are hazardous or properly classified. TRIO or any Carrier may refuse, unload, store, dispose of, or otherwise make harmless any dangerous Goods at Customer's expense and without liability. Customer will defend, indemnify, and hold harmless TRIO and its Carriers from all Claims arising from Customer's failure to comply with this Section.

15. Indemnity

15.1 By Customer. Except for cargo loss or damage claims governed by Section 21, Customer will defend, indemnify, and hold harmless TRIO and its officers, employees, and agents from all Claims arising from any of the following:
(a) the importation or exportation of Customer's Goods;
(b) inaccurate, incomplete, false, or late information or documents from Customer or its suppliers, agents, or contractors, including ISF data, even where TRIO relied on that information and did not catch the error, except to the extent the law prohibits this;
(c) Customer's negligence, willful misconduct, or violation of law, these Conditions, or Carrier rules;
(d) Duties, Taxes, Fees, liquidated damages, penalties, or bond claims assessed against TRIO or any bond arranged by TRIO in connection with Customer's Goods; and
(e) actions TRIO is required to take under CBP regulations, including ending representation and reporting to CBP under Section 5.8.

15.2 By TRIO. Except for cargo loss or damage claims governed by Section 21, and subject to the limits in Section 21, TRIO will defend, indemnify, and hold harmless Customer from third-party Claims to the extent directly caused by TRIO's negligence, willful misconduct, violation of law, or material breach of these Conditions.

15.3 Procedure. The Party seeking indemnity will give prompt written notice of the Claim and reasonable cooperation in the defense.

16. Warehouse and FTZ Services

When TRIO provides Warehouse Services, the following terms also apply. Warehouse Services performed at an FTZ or bonded facility are also subject to 19 C.F.R. Part 146 or other applicable CBP rules and to the requirements of the facility operator. If a separate FTZ operator agreement, warehouse agreement, or warehouse receipt applies to Customer's Goods, that document controls over this Section if they conflict.

16.1 Customer will make sure Goods are properly marked and packaged and arrive with complete written instructions and manifests. TRIO may decline Goods that arrive without complete written instructions. TRIO may rely on electronic communications as received.

16.2 Goods shipped to a Facility must name Customer as consignee, in care of TRIO where appropriate. They must not name TRIO as owner or consignee except as a care-of party. Customer will indemnify TRIO for charges or Claims caused by an incorrect consignee designation.

16.3 TRIO's custody and risk as warehouse operator begin only when TRIO has opened the inbound trailer or container and signed the receiving document. They end when the Goods are loaded into outbound equipment, the equipment is sealed where applicable, and the outbound carrier has been told the Goods are ready for pickup.

16.4 A reasonable time is allowed for release or movement of Goods. TRIO is not liable if release cannot be completed because of force majeure, legal restraint, loss not caused by TRIO, or other lawful excuse.

16.5 TRIO is liable for loss of or damage to stored Goods only if it is directly caused by TRIO's failure to use the care a reasonably careful warehouse operator would use under the circumstances. TRIO does not insure stored Goods. Where TRIO is not liable, Customer is responsible for removal, disposal, contamination, cleanup, and remediation costs.

16.6 If TRIO negligently misships Goods, TRIO will pay the reasonable cost to return them to the Facility. Any further liability is subject to Section 21.

16.7 Inventory variance claims are based on net shortage after offsetting gains, subject to an allowance of one-half of one percent of annual throughput. If Customer's records differ from TRIO's physical inventory records, TRIO's records are presumed correct unless shown otherwise.

16.8 Special services beyond ordinary Warehouse Services are charged at TRIO's current rates.

16.9 On reasonable notice, TRIO may move Goods between Facilities or require their removal. If Goods are not removed after notice, TRIO may use the remedies the law allows, including sale or disposal under Section 22.

16.10 If Goods become hazardous, deteriorate, or threaten other property or people, TRIO may deal with them in any lawful way, including removal, sale, or disposal, without liability.

16.11 When Warehouse Services end, Customer will promptly remove all Goods and pay all outstanding charges before release.

17. Air Transportation

When TRIO arranges air transportation, these Conditions govern the relationship between TRIO and Customer, and the air Carrier's air waybill governs the carriage. If TRIO issues its own air waybill or other transport document for a shipment, that document governs the carriage and controls over these Conditions if they conflict.

18. Ocean Transportation

When TRIO arranges ocean transportation, these Conditions govern the relationship between TRIO and Customer, and the ocean Carrier's bill of lading governs the carriage. If TRIO issues its own ocean bill of lading or other transport document for a shipment, that document governs the carriage and controls over these Conditions if they conflict. Customer will provide verified gross mass (VGM) container weights where required, and TRIO may rely on them.

19. Intermodal and Cross-Border Shipments

19.1 Intermodal shipments are subject to the applicable rail Carrier's Intermodal Tariff, including its restrictions, liability limits, claims procedures, loading rules, and payment terms. Customer will comply with it and tell relevant parties that it applies.

19.2 Customer will inspect empty intermodal equipment before loading and reject any that is not apparently suitable. If Customer asks for equipment to be dropped and left unattended, Customer is responsible for loss or damage during that time.

19.3 TRIO may rely on Customer's declared weights and loading information. Customer is responsible for accurate weights, proper axle distribution, and compliance with weight limits. Cross-border shipments may need extra documentation and time. Customer is responsible for resulting costs, including exams, rail set-outs, origin storage, per diem, drayage, loading and unloading, and customs filings.

20. Insurance

20.1 Customer is responsible for insuring its Goods during storage, handling, and transit.

20.2 If TRIO agrees in writing, it may help Customer obtain shipment-specific cargo insurance from a third-party insurer or insurance broker. Customer pays all premiums. TRIO is not an insurer and does not guarantee coverage. Any insurance is governed solely by the policy.

21. Claims and Limitation of Liability

21.1 Basis of liability. Except as these Conditions state otherwise, TRIO is liable only for loss, damage, or expense directly and proximately caused by its negligence or willful misconduct, and only up to the limits in this Section.

21.2 Written notice of claims. As a condition of any claim against TRIO, or any request for TRIO's help with a claim against a third party, Customer must give TRIO written notice with supporting documents within these periods:
(a) customs brokerage, ISF, and other customs-related claims: within 90 days after the event giving rise to the claim, or after liquidation of the entry, whichever is earlier;
(b) ground shipments that TRIO arranges: within 30 calendar days after delivery;
(c) transportation that TRIO performs itself as a carrier under a written transportation agreement: within the period stated in that agreement or required by applicable law;
(d) Warehouse Services: within 60 calendar days after outbound release or notice of loss, whichever is earlier;
(e) ocean shipments: within the time stated in the applicable bill of lading, or within 60 days after delivery, whichever is earlier; and
(f) international air shipments: within the time stated in the applicable air waybill, or within 7 days after delivery, whichever is earlier.
A claim not made within the applicable period is barred. Where applicable law or treaty requires a longer period, that period applies.

21.3 Inspection of damage. Customer will promptly report visible damage, keep damaged Goods and packaging, and make them available for inspection. Failure to do so may weaken or bar the claim. Customer will mitigate its damages and may not abandon Goods to TRIO or a Carrier.

21.4 No withholding of payment. Customer may not withhold or offset invoice payments while a claim is pending.

21.5 Exclusions. TRIO is not liable for loss or damage caused by improper packing or loading, inadequate blocking or bracing, inherent vice, rust, condensation, moisture, perishable deterioration, temperature variation or refrigeration breakdown outside TRIO's direct control, force majeure, Customer's acts or omissions, inaccurate descriptions or information, illegal goods, overweight loading, or a stop requested by Customer. A missing or broken seal alone does not show loss or contamination unless the law says otherwise. Seal claims need actual evidence of tampering, shortage, or contamination.

21.6 No indirect damages. TRIO is not liable for indirect, special, incidental, consequential, exemplary, or punitive damages, or for lost profits, lost business, or loss of use, even if TRIO was told such damages were possible.

21.7 Liability caps. Unless TRIO agrees in writing, before the Service, to a higher limit and Customer pays any added charge, TRIO's total liability for any one occurrence is limited to:
(a) customs brokerage, ISF, export filing, documentation, agency, or compliance-related Services: the lesser of $500 or the fees paid to TRIO for the specific entry or Service that gave rise to the claim;
(b) Warehouse Services: the lesser of Customer's landed cost of the affected Goods or $5,000 per occurrence;
(c) transportation management and freight arrangement: the lesser of the freight charges for the shipment, $2,000, or the amount the responsible Carrier actually accepts; and
(d) any other Service: the lesser of the amount paid to TRIO for the specific Service that gave rise to the claim or $2,000.

21.8 Higher liability. To get a higher liability limit, Customer must ask in writing before the Service, get a written quote, agree in writing to the higher terms, and pay any added charge in advance. Without all four steps, no higher limit applies.

21.9 Transportation performed by TRIO. If TRIO performs transportation itself as a carrier, liability is governed by the applicable written transportation agreement or tariff, including any per-pound, per-package, or per-conveyance limits stated in it.

22. Lien and Right to Sell

22.1 To the extent permitted by law, TRIO has a general and specific lien on all Goods and documents in its actual or constructive possession for all amounts Customer owes TRIO. This includes amounts owed on earlier shipments and amounts not yet due. The lien also secures amounts owed by the consignor, consignee, or owner of the Goods.

22.2 If amounts remain unpaid 28 days after TRIO gives written notice of the lien, the amount due, and continuing charges, TRIO may sell the Goods by public or private sale as the law permits. TRIO applies the net proceeds to the debt, and Customer remains liable for any shortfall. Goods that remain under CBP control, such as Goods in a bonded warehouse or FTZ, will be handled as CBP rules require.

22.3 Customer will tell all parties with an interest in the Goods about TRIO's lien rights.

23. Force Majeure

Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control. Examples include: fire, flood, storm, earthquake, or other natural disaster; epidemic or pandemic; war, terrorism, riot, or civil unrest; strikes or labor disputes; embargo or quarantine; port or network congestion, closure, or disruption; derailment; theft or robbery; cyberattacks or outages beyond reasonable control; failures or outages of government systems such as ACE; and acts of any Governmental Authority, including inspections, holds, new or changed tariff measures, and denial or cancellation of licenses. This Section does not excuse Customer's obligation to pay amounts owed.

24. Ending Services

Either Party may end the Services by written notice. Customer may revoke the POA under Section 4.4. Ending Services does not affect obligations already incurred, including payment for Services performed, Duties, Taxes, and Fees, and costs of shipments in progress. TRIO may finish or hand off in-progress filings as reasonably needed to avoid harm to Customer, at Customer's cost.

25. Governing Law, Venue, and Time to Sue

25.1 Governing law. These Conditions and all disputes about the Services are governed by the laws of the State of Michigan, without regard to conflict-of-law rules, and by applicable U.S. federal law.

25.2 Venue. Any lawsuit must be brought only in the courts located in Wayne County, Michigan. Each Party consents to those courts' jurisdiction. A judgment may be enforced in any court with jurisdiction. Matters within the exclusive jurisdiction of the U.S. Court of International Trade are not affected.

25.3 Time to sue. Unless a shorter period applies under Section 10.5, Section 21, or an applicable transport document or law, any lawsuit against TRIO must be started within 2 years after the event giving rise to the claim.

26. General Terms

26.1 Notices. Notices to TRIO must be in writing and sent to TRIO Customs Brokers LLC, 13725 Pennsylvania Rd, Riverview, MI 48193, with a copy by email to TRIO's contact email address shown on the Site. Notices to Customer may be sent to the most recent address or email on file with TRIO.

26.2 Electronic communications and signatures. The Parties may communicate, contract, and sign electronically, including POAs where CBP allows.

26.3 Assignment. Customer may not assign these Conditions without TRIO's written consent.

26.4 Separate entity. Only TRIO Customs Brokers LLC has obligations under these Conditions. No owner, officer, employee, or affiliate of TRIO is personally liable unless it agrees to that liability in writing.

26.5 Disclaimer of warranties. Except as these Conditions or a signed written agreement expressly state, TRIO makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

26.6 Severability, waiver, and remedies. If any provision is invalid, the rest remain in effect. A failure or delay in enforcing a right is not a waiver, and consenting to one act is not consent to a later one. TRIO's rights and remedies are cumulative.

26.7 Survival. Payment obligations, indemnities, liability limits, claim deadlines, lien rights, confidentiality, and dispute terms survive the end of the Services.

26.8 Language. If these Conditions are shown in a language other than English, the English version controls.

26.9 Entire agreement. These Conditions, together with any Service Agreement, Quote, POA, credit application, bill of lading, warehouse receipt, or other written agreement signed or issued by TRIO, are the entire agreement on the Services. They replace any earlier oral or written understandings on that subject.

PART 2 — PURCHASE ORDER TERMS (for TRIO's suppliers)

These Purchase Order Terms apply to all purchase orders issued by TRIO Customs Brokers LLC, unless otherwise agreed in writing signed by TRIO.

1. Definitions. "Buyer" means TRIO Customs Brokers LLC. "Seller" means the person or entity providing goods or services to Buyer under a Purchase Order. "Purchase Order" means Buyer's written or electronic order, including these Terms and any referenced attachments. "Goods" means all materials, parts, equipment, software, documentation, and other items supplied by Seller. "Services" means all work, labor, support, consulting, or technical services supplied by Seller.

2. Price. Prices in the Purchase Order are firm and fixed unless Buyer agrees otherwise in writing. Seller warrants that the prices charged to Buyer are no higher than those Seller charges any other customer for comparable quantities and quality.

3. Payment. Invoices may not be dated earlier than shipment or completion of Services. Buyer will pay on the terms stated in the Purchase Order after delivery or completion, inspection and acceptance, and resolution of any discrepancies. Buyer may withhold disputed amounts until they are resolved.

4. Incorporated documents. All documents referenced in the Purchase Order, including specifications, drawings, schedules, and supplemental terms, are part of it.

5. Changes. Buyer may issue written changes to specifications or drawings, quantity, packaging or shipping method, place of delivery, delivery schedule, or other matters affecting performance. If a change affects cost or schedule, Seller must notify Buyer promptly and submit a written adjustment request. No change is binding unless Buyer confirms it in writing.

6. Termination for convenience. Buyer may terminate a Purchase Order in whole or in part at any time before shipment by written or electronic notice. Seller will then stop work as directed, minimize costs, and deliver completed goods or work in progress if Buyer asks. Buyer pays only for work properly performed before termination.

7. Assignment and subcontracting. Seller may not assign, delegate, or subcontract any part of a Purchase Order without Buyer's prior written consent. Seller remains fully responsible for any approved subcontractor. Seller will flow down the applicable requirements of the Purchase Order to its subcontractors.

8. Excusable delay. Neither party is liable for delay caused by events beyond its reasonable control, such as natural disasters, strikes, war, government actions, or transportation disruptions. Seller must notify Buyer immediately of any delay. Buyer may terminate the Purchase Order if a delay materially affects delivery.

9. Packaging and shipping documents. Seller will package and secure goods to prevent damage in transit. Each shipment must include a packing list, a description of the goods, the quantity, and the Purchase Order number. If a shipment arrives without packing documentation, Buyer's count or weight is final.

10. Inspection and acceptance. All Goods and Services are subject to inspection and testing by Buyer, at Seller's facility, during manufacture, or on delivery. Buyer may reject Goods that do not conform to specifications, are defective, or are late, and may return them at Seller's expense. Payment is not acceptance. Seller must notify Buyer immediately of any nonconformity and may not ship nonconforming goods without Buyer's written approval.

11. Warranties. Seller warrants that all Goods and Services conform to the specifications and drawings, are free from defects in materials and workmanship, are merchantable and fit for their intended use, comply with all applicable laws, and do not infringe any intellectual property rights. Seller warrants clear title, free of liens. These warranties survive delivery, acceptance, and payment.

12. Trade compliance. Seller warrants that the Goods comply with all applicable import, export control, sanctions, customs valuation, and country-of-origin marking laws. Seller will obtain all required licenses, permits, and certifications and will provide accurate commercial invoices, certificates of origin, export declarations, and product classifications.

13. Title and risk of loss. Title passes to Buyer on acceptance at the destination stated in the Purchase Order. Seller bears the risk of loss until delivery and acceptance.

14. Confidentiality. Seller will keep confidential all non-public information it receives from Buyer, including drawings, specifications, designs, software, business plans, and customer information. Seller may use it only to perform the Purchase Order and will return or destroy it on request. If Seller has access to records about TRIO's customs clients, Seller will protect them, use them only as needed for the Purchase Order, and promptly tell Buyer of any actual or suspected breach, so that TRIO can meet its confidentiality and breach-reporting duties as a customs broker.

15. Questions about the Purchase Order. Seller must review the Purchase Order and referenced documents and promptly tell Buyer of any inconsistency. If Seller does not ask for clarification, Seller is responsible for the resulting errors.

16. Acceptance; Seller's terms excluded. Shipping Goods, starting Services, or acknowledging a Purchase Order accepts these Terms. Seller's terms do not apply unless Buyer agrees to them in writing.

17. Extra charges and substitutions. No extra charges for freight, packaging, storage, or handling are allowed unless Buyer authorizes them in writing. Costs caused by Seller not following Buyer's shipping instructions may be charged back to Seller. Seller may not substitute materials, components, or processes without Buyer's prior written approval.

18. Work on premises; insurance. When working on Buyer's premises or those of Buyer's customers, Seller will follow all safety rules, protect people and property, and carry appropriate insurance, including any coverage stated in the Purchase Order. Seller will indemnify Buyer against claims arising from that work, except where caused solely by Buyer's negligence.

19. Indemnification. Seller will defend and indemnify Buyer against all claims, damages, liabilities, costs, and expenses arising from breach of warranty or of the Purchase Order, Seller's negligent or wrongful acts, injury or property damage caused by Seller, or intellectual property infringement by the Goods or Services.

20. Remedies. Buyer's remedies are cumulative and in addition to those available at law or in equity.

21. Compliance with laws; equal opportunity. Seller will comply with all applicable laws, including applicable equal employment opportunity and anti-discrimination laws.

22. Records and audit. Seller will keep records about the Goods and Services for at least 7 years unless the law requires longer. Buyer and authorized government authorities may audit relevant records on reasonable notice.

23. Governing law and venue. The laws of the State of Michigan govern each Purchase Order. Disputes must be brought only in the courts located in Wayne County, Michigan.

24. Entire agreement. The Purchase Order, these Terms, and referenced attachments are the entire agreement between Buyer and Seller. Changes must be in a writing signed by both parties.

PART 3 — WEBSITE AND FREE TOOLS TERMS

1. Use of the Site. These terms apply to www.triocb.com (the "Site"). By using the Site, you agree to them.

2. Information only. Content on the Site, including articles, FAQs, flow charts, and reference materials, is general information. It is not legal advice and is not customs advice about your specific goods. A customs broker relationship is created only when you sign a TRIO POA or other written engagement.

3. Free tools. The Site's free tools, such as code generators, bond cost and bond sufficiency calculators, and instant quote tools, give estimates based on what you enter and on general assumptions. They are not a quote, a bond approval, a classification, or a ruling. Results may be wrong or out of date. Check them before relying on them. CBP and your surety decide the required bond amounts, and CBP decides the correct manufacturer identification code. An instant quote result is not binding until TRIO confirms it in writing.

4. No warranty; limitation. The Site and tools are provided "as is" and "as available." To the extent the law allows, TRIO is not liable for any loss caused by use of the Site or tools.

5. Intellectual property. The Site's content and tools belong to TRIO or its licensors. You may use them for your own internal business purposes only.

6. Privacy. See TRIO's Privacy Policy, posted on the Site.

7. Governing law. The laws of the State of Michigan govern these Site terms, and the venue in Part 1, Section 25.2 applies.

Contact: TRIO Customs Brokers LLC · 13725 Pennsylvania Rd, Riverview, MI 48193 · +1.734.219.3306