1. Agreement to Terms and Conditions. It is agreed that these Standard Terms and
Conditions (the “Standard Terms”) govern the dealings between Company and
Customer for all freight forwarding, warehousing, distribution, storage, freight, and
other services. It is furthermore agreed that this Agreement and/or the Company’s
physical and/or electronic records and/or communications with Customer with
respect to any and all merchandise received, stored, handled, and/or transported by
Company shall constitute a warehouse receipt and/or storage agreement pursuant to
Section 7.209 of the Texas Business & Commerce Code and/or Chapter 251 of the
Texas Business and Commerce Code.  These Standard Terms are electronically
published at http://laredofreight.com/standardterms and may be amended by
Company from time to time, without prior notice.  These Standard Terms shall be
deemed accepted and agreed to by Customer upon Customer sending or causing to
be sent or causing to be received by Company any shipment of merchandise to
Company after the effective date hereof and/or any amendment hereto.

 

2. Definitions. As used herein:
a. “Company” means Freight Dispatch Service Agency, Ltd. (“FDSA”), including its
officers, directors, employees and agents of the Company while acting within the scope and
course of their employment and shall include any other company that has any common
ownership and/or management with FDSA, including but not limited to, Alejandro Campero
Jr CHB, Consolidadora de Servicios Aduanales y Despacho, S.C., and AC Trade Logistics, LLC.

b. “Customer” means the person, company, firm or other entity that sends, causes to be
sent, or allows to be sent to Company, or authorizes, consents, or allows Company to
handle in any way, any merchandise, and/or equipment with respect to any merchandise
such as trucks, trailers, or other transportation equipment.

 

3. Ownership of Merchandise.  Customer warrants that it is the lawful owner and/or has
lawful possession and/or rights to the merchandise that it causes it to be delivered,
or allows to be delivered, or handled in any way, by Company.  Customer agrees to
notify all parties acquiring or holding any interest in the merchandise or otherwise
interested in the merchandise of these Standard Terms.

 

4.  Indemnity.  Customer agrees to indemnify and hold the Company harmless from
any claim by third parties relating to the ownership, possession, exercise of
dominion, storage, handling or delivery of any merchandise, or service provided by
Company, with respect to any merchandise.  Such indemnification shall include any
legal fees or costs incurred by Company, regardless of whether litigation is filed.

 

5. Services.

 

6. Subject to these Standard Terms, Company agrees to receive, store, handle, and
dispatch merchandise in accordance with Customer’s reasonable instructions and so
long as Customer is not in default on the payment of any invoices and/or Customer
has not caused Company to have doubt as to Customer’s willingness or ability to pay
for prior or current services and/or expenses incurred on behalf or at the request of
Company.

 

7. Storage Location. Company will store the Goods at its discretion at any one or more
buildings at Company’s warehouse location.

 

8. Company may provide additional services to Customer as requested and as agreed.
Additional handling charges will apply whenever Goods are pulled for distribution or
release, whenever physical inventories are requested by the Customer, and
whenever additional services are requested that are not explicitly included in the
monthly storage charge quoted to Customer. Such additional charges will be
provided to Customer and will be invoiced to Customer in addition to any storage
charges due.

 

9. If there is no separate agreement regarding the cost or price of any service and/or
expense incurred or payment made on behalf of Company, then the rates prevailing
in the relevant market shall be applied and billed to Customer by Company.

 

10. Rejection and Termination of Storage. Company reserves the right to reject or
terminate storage of any merchandise and to require the removal of any or all
merchandise; by giving Customer ten (10) days’ advance written notice. Customer
shall be responsible for payment of all charges attributable to said merchandise
before it is removed.  If the merchandise is not removed, then any and all applicable
charges shall continue to accrue, and the Company may exercise its rights to the
private sale of the merchandise pursuant to the lien granted by Customer to
Company hereunder.

 

11. Customer’s Warranties &Tender for Storage and/or Services.

11.a. Customer warrants that the merchandise is packaged marked, packaged, labeled and
classified, in accordance with governing laws and industry standards, and fit for handling,
storage, and transportation, as may be required.  To the extent that any special handling,
storage, or transportation is required or recommended for any merchandise, Customer must
notify Company in writing and in advance and special rates shall be negotiated and agreed
in advance.  Company reserves the right to reject and/or terminate the storage/possession
of any merchandise that is not properly packaged, marked, labeled, and/or classified, or
which, in the reasonable opinion of Company, is not suitable for handling, movement or
storage.  If applicable, Customer must ensure that the merchandise is properly packaged to
prevent dirt, dust, insects, bird droppings, or other similar factors that may cause damage or
loss to the merchandise.

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11.b. Customer shall furnish at or prior to delivery, a manifest showing marks, brands or
sizes to be accounted for separately and the class of storage desired, if applicable.
11.c. The company’s receipt and delivery of a lot (or partial lot) shall be made without
subsequent sorting except by special arrangement and subject to a charge.

 

12. Hazardous Materials. Unless otherwise made known to the Company in
writing and accepted by the Company, Customer warrants that the merchandise is
not considered hazardous materials and/or dangerous goods at the time the
merchandise is tendered to the Company. If hazardous materials and/or dangerous
goods are tendered for storage and accepted by the Company, then the Company
reserves the right to terminate the storage and/or handling and assess an
appropriate charge.

 

13. For all merchandise tendered for storage, handling, transportation, and/or
other services, Customer shall supply such information and documents as are
necessary to comply with all governing laws, rules and regulations. For all
merchandise, Customer shall provide to Company all documents or information
necessary or useful for the safe and proper warehousing, handling, storage, and
transportation of the merchandise.  If all such information and documents are not
fully, accurately and timely provided to the Company, Customer shall release,
defend, hold harmless, and indemnify Company for all consequences of such failure.

 

14. Customer warrants its compliance with all applicable laws, rules, and
regulations including but not limited to customs laws, import and export laws, as well
as with the U.S. Foreign Corrupt Practices Act and similar laws related to anti-
corruption and anti-bribery.

 

15. Payment Terms & Collection Expenses. Unless different arrangements are

made in advance and in writing, all invoices must be paid within 15 days of the
invoice date and late fees of the higher of 1.5% per month or the maximum rate then
allowable pursuant to applicable law shall be incurred by Customer. If it becomes
necessary for Company to utilize a collection agency and/or an attorney to collect
any unpaid amount owed or to assist in effectuating the lien provisions herein,
Customer shall be obligated to pay the collection agency fees and/or attorney fees,
and expenses including court costs incurred, regardless of whether litigation is filed.

 

16. Lien Rights. Company shall have a lien on the merchandise and upon any
and all property belonging to Customer in Company’s possession, custody or control
for all amounts of any kind due to Company. Company shall have a lien on such
merchandise and may refuse to surrender possession of the merchandise until all
charges or debts are paid in full. If such amounts remain unpaid for 30 days after the
Company’s demand for payment, Company may sell the Goods at a public auction
or private sale or in any other manner reasonable and shall apply the proceeds of
such sale to the amounts owed. Customer remains responsible for any deficiency
outstanding to Company.

 

17. Liability.
17.1. Company shall not be liable for any loss or destruction of or damage to the
merchandise, however caused, unless such loss, damage or destruction resulted from
Company’s failure to exercise such care regarding the merchandise as a reasonably careful
person would exercise under like circumstances. The company is not liable for damages
which could not have been avoided by the exercise of such care. Company and Customer
agree that Company’s duty of care referred to herein shall not extend to providing a
sprinkler system at the warehouse complex or any portion thereof.

 

17.2. In no event shall Company be liable for any delays, losses or damage of any kind
caused, in whole or in part, by:
a. acts of God; public authorities; strikes; labor disputes; weather; mechanical or equipment
failures; cyber-attacks; civil commotions; hazards incident to a state of war; acts of
terrorism; organized crime, acts or omissions of customs, immigration, law enforcement, or
quarantine officials; acts of third party carriers; the nature of the freight or any defects
thereof; inherent vice of the merchandise; perishable qualities of the merchandise; fires;
frost or change of weather; sprinkler leakage; floods; wind; storm; moths; public enemies; or
other causes beyond its control;
b. fragile articles injured or broken, unless packed by Company’s employees and unpacked
by them at the time of delivery.
c. pilferage or theft, unless such loss or damage is caused by the failure of Company to
exercise such ordinary care required by law; and
d. concealed damage, or for losses incurred due to the concealed damage of the
merchandise.

 

17.3 Monetary Maximum Liability: In the event of loss or damage to the merchandise for
which Company is legally liable, Company’s liability shall be limited to value of the services
provided or contracted to be provided by Company with respect to such merchandise,
subject to a maximum of USD $.50 per pound of the merchandise, unless Customer
explicitly negotiates with Company for a higher maximum liability amount for which higher
service rates shall be applied by Company for any and all services requested with respect to
such merchandise and/or insurance is purchased with the incremental amounts for the
benefit of both Company and Customer.

 

17.4 No Consequential Damages. IN NO EVENT, WHETHER AS A RESULT OF BREACH
OF COMPANY’S DUTIES, NEGLIGENCE LIABILITY WITHOUT FAULT OR ANY OTHER
LEGAL THEORY OR BASIS, SHALL COMPANY BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL, STATUTORY OR PUNITIVE DAMAGES, INCLUDING
BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF MARKET, LOSS OF INCOME,
DAMAGES ARISING FROM LOSS, ATTORNEYS FEES OR PUNITIVE DAMAGES,
WRONG DELIVERY, OR DAMAGE TO PROPERTY, LOSS OF USE OF GOODS, COST
OF SUBSITUTED GOODS, DELAYED DELIVERY OR FAILURE TO ATTEMPT

DELIVERY, WHETHER OR NOT COMPANY HAD KNOWLEDGE THAT SUCH DAMAGES
OR LOSSES MIGHT OCCUR.
EXCEPT AS TO THE MONETARY MAXIMUM LIABILITY SET FORTH IN PARAGRAPH
17.3 ABOVE, COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGE OR LOSS OF ANY
KIND TO THE MERCHANDISE, EVEN IF SUCH DAMAGE OR LOSS IS CAUSED, IN THE
WHOLE OR IN PART, BY ITS OWN NEGLIGENCE.

18. Optional Insurance and Waiver of Subrogation. Company does not ensure the
merchandise in transit, storage, or in its actual or constructive possession, and the rates or
charges quoted, negotiated, or billed to Customer do not include any insurance on the
merchandise.  The merchandise will therefore not be insured for any loss or damage, and
the limitation of Liability set forth in paragraph 17.3 shall apply in all circumstances where
Company is legally liable for such loss or damage, unless the Customer has requested in
writing that Company obtain insurance for the Customer’s and Company’s benefit, and the
Customer has paid the required premium to Company for such insurance. Except as
provided herein, Company will not obtain insurance on the merchandise for Customer’s
benefit while the merchandise is in the actual or constructive possession of Company or in
transit to or from the Company’s premises.   To the extent that Customer has insured the
merchandise, then Customer agrees that it shall name Company as an “Additional Insured”
with equal coverage as Customer.  Also, Customer hereby waives all subrogation rights
against Company.

19. Inspection & Security. All shipments are subject to inspection by Company; and/or by
third party logistics intermediaries hired by Customer and/or by Company, if any; and by any
duly authorized government or regulatory entities. Notwithstanding the foregoing right to
inspect shipments, Company is not obligated to perform such inspection except as
mandated by law. Further, Company reserves the right to unilaterally reject any shipment
that it deems unfit for any reason.  The customer agrees and acknowledges that the
Company may covertly alert any law enforcement authorities with respect to any
merchandise and/or shipment that may have already or be on the verge of violating
applicable law.

20. Notice of Claim and Filing of Suit.
20.1. The company shall not be liable for any claim whatsoever for any loss, damage, or
destruction of the merchandise unless it is submitted, in writing, within a maximum of 9
months after the merchandise is delivered to its intended destination or its damage or
destruction if it does not arrive at the intended destination.
20.2 Time Bar. Any lawsuit or similar legal proceeding against Company is forever waived
and barred unless a lawsuit is timely filed within two years and one day from the date that
the claim is rejected by the Company or deemed rejected by the Company as per the
provisions of the Carmack Amendment which governs claim handling by carriers and
forwarders.

20.3. Notices. All written notices herein may be transmitted by any commercially
reasonable means to Company at the address provided herein and the Customer at the
address on any shipping documents, e-mails, and/or Company invoices.
20.4. Governing Law. Except as may be provided otherwise herein, these Standard Terms
and any claim arising or related to the Standard Terms are governed by the laws of Mexico
or the State of Texas, depending on the place where the acts or omissions resulting in the
damage occurred and without reference to the conflict of laws principles of such laws and
including any applicable limitation of liability laws that existing in such jurisdiction  Moreover,
Customer and Company explicitly agree to opt out of any federal laws and regulations that
would otherwise apply and/or that would conflict or contradict the terms hereof.  In this
regard, Company and Customer expressly waive any or all rights and remedies under the
Carmack Amendment that would otherwise govern or apply to the storage, handling,
transportation, forwarding, and/or other services provided by or requested from Company,
and all services covered under these Standard Terms shall not be subject to the waived
rights and remedies and may not be subsequently challenged on the ground that it violates
the waived rights and remedies.

 

21. Merger; Waiver; Severability, etc. These Standard Terms, and any quotes and
invoices from the Company, related to the services provided by or requested by the
Company, constitute the entire understanding between Customer and Company.  They
supersede all prior or contemporaneous verbal or written negotiations, statements,
representations, or agreements. These Standard Terms cannot be modified by the
Customer unless such modification is in writing and signed by an authorized agent on behalf
of the Company.  If any section or portion of these Standard Terms is held by any court to
be illegal or unenforceable it shall not affect the legality or enforceability of the remaining
provisions or terms and conditions herein. The company’s failure to insist upon strict
compliance with any provision shall not constitute a waiver or estoppel to later demand strict
compliance thereof and shall not constitute a waiver of or estoppel to insist upon strict
compliance with all other provisions of this Warehouse Receipt.

 

22. Headings Not Binding. The use of headings herein is for ease of reference only.
Headings shall have no effect and are not considered to be part of or a term of the Standard
Terms.

 

23. Federal Regulations.  To the extent applicable, and as authorized under 49 USC
Section 14101, Customer hereby waives all rights and remedies it would otherwise have
under federal statute and regulations and agrees to have these Standard Terms govern the
rights, duties, and obligations between the parties.

 

24. Default Rates of Service.  If services are requested or provided for which there is no
established, written, and signed agreement establishing a specific rate, then the following
default rates shall govern