For Freight Forwarder-Shipper Relationship

SHIPZO Co. (“SHIPZO”) holds authority from the U.S. Federal Motor Carrier Safety Administration (“FMCSA”) within the United States Department of Transportation (“USDOT”) as a property transportation freight forwarder under FMCSA License Number MC FF-024890-P.

SHIPZO’s services for its customers, including shippers, consignees and/or any third parties (“Shipper(s)”) include, but are not limited to, arranging full truckload (“FTL”), less than truckload (“LTL”), and intermodal (via a combination of motor carrier and air or rail) transportation.

SHIPZO and Shipper (also sometimes referred to individually as a “Party”, and together as the “Parties”) agree that their relationship with respect to shipments tendered to SHIPZO by Shipper shall be governed by the following terms and conditions (“Terms”):

1. Tender of Shipments. Shipper agrees to tender and/or cause to be tendered on its own behalf, and/or tendered as agent for and on behalf of Shipper’s customer(s), one or more shipments to SHIPZO for the purpose of having SHIPZO arrange the transportation of those shipments by motor, rail and/or air carriers to be selected by SHIPZO (“Performing Carrier(s)”). Shipper and SHIPZO agree that these Terms do not restrict Shipper from tendering shipments to other property transportation freight forwarders or directly to such carriers.

2. Freight Forwarding Services. For all shipments tendered by Shipper to SHIPZO and accepted by SHIPZO, SHIPZO agrees to arrange for the pick-up, transport, and delivery of the shipments, as Shipper may reasonably request, exclusively by Performing Carriers that hold the proper government authority to perform the requested service(s). In arranging transportation services for Shipper, SHIPZO shall not be responsible for packaging, handling or loading of shipments – which shall instead be the responsibility of Shipper and/or the Performing Carrier. Every shipment handled by SHIPZO for or on behalf of Shipper while these Terms are in effect will be deemed tendered to SHIPZO under these Terms. SHIPZO has the sole right to select the Performing Carriers, and SHIPZO is solely authorized to make the necessary transportation arrangements with regard to each shipment tendered by Shipper to SHIPZO. In performing freight forwarding services for Shipper, SHIPZO shall only select Performing Carriers that meet the following criteria:

A. FMCSA Authority. Performing Carriers operating trucks to, from or within the United States shall have and maintain proper and necessary authority from the FMCSA and any applicable state agency to perform transportation services in intrastate, interstate and/or foreign commerce.

B. Safety. SHIPZO shall only select a motor carrier as a Performing Carrier if: (i) at the time the shipment is to be transported the carrier has a safety rating or determination from FMCSA that is either “Satisfactory,” “Unrated,” “None,” “Continue To Operate” or similar safety rating issued by the FMCSA, or (ii) the carrier has an FMCSA safety rating or fitness determination of “Conditional” or the equivalent, but has furnished evidence satisfactory to SHIPZO regarding corrective action taken by the carrier to fully correct the safety deficiency(ies) which resulted in the carrier receiving such rating. SHIPZO shall only select a Performing Carrier to transport a shipment that has agreed to perform transportation of the shipment in full compliance with all applicable safety laws and requirements.

C. Insurance. A Performing Carrier shall maintain insurance of the kind and in the amounts as required in Article 13 of these Terms.

D. Shipment Schedules. Performing Carriers serving shipment origins and destinations shall be required to provide timely and reliable pick-up and delivery of all shipments in accordance with reasonable schedules communicated in writing by Shipper to SHIPZO and/or to the Performing Carrier(s).

F. CARB Compliance. To the extent that a shipment subject to these Terms is transported within the State of California in refrigerated equipment, SHIPZO shall require the Performing Carrier to warrant to SHIPZO and Shipper that the carrier will only utilize equipment that is in full compliance with the California Air Resources Board (“CARB”) Transport Refrigerated Unit (“TRU”) Airborne Toxic Control Measure (“ATCM”) in-use regulations. Such carrier shall be liable to the Parties for any penalties or other liabilities imposed on them by the carrier’s use of non-compliant equipment.

3. Performance of Services. SHIPZO will arrange the dispatch and transport of each shipment tendered to it by Shipper promptly upon tender of the shipment by Shipper. SHIPZO will provide Shipper with prompt notification by telephone or electronic communication when this obligation cannot be met for any reason. SHIPZO will communicate to each Performing Carrier that it engages any schedule for delivery provided by Shipper for a particular shipment. SHIPZO will require agreement by a Performing Carrier operating as a motor carrier in the United States not to assign such transportation to another such carrier.

4. Hazardous Materials. Shipper and SHIPZO shall comply with all applicable laws and regulations relating to the transportation of hazardous materials as defined in 49 C.F.R. Parts 171 et seq. to the extent that any shipments constitute hazardous materials. Shipper is obligated to inform SHIPZO immediately if any shipments constitute hazardous materials. Shipper shall defend, indemnify and hold SHIPZO harmless from any penalties or liability of any kind, including reasonable attorneys’ fees, arising out of Shipper’s failure to comply with applicable hazardous materials laws and regulations.

5. Independent Contractor. SHIPZO’s relationship to Shipper is that of an independent contractor, not an agent or employee, and nothing in these Terms shall be construed as establishing an employment relationship, partnership or joint venture between the Parties. SHIPZO shall make arrangements it deems appropriate for the transportation of shipments tendered by Shipper under these Terms. Shipper is not and will not be responsible for any debts or obligations incurred by SHIPZO in the performance of its business. Neither Party shall be liable for any obligation incurred by the other, except as is expressly provided in these Terms.

6. Compliance with Law and Indemnity. Shipper shall comply with all laws, rules and regulations of any duly constituted governmental authority applicable to its tendering of shipments for transportation pursuant to these Terms and applicable to Shipper’s performance obligations hereunder. Shipper shall be responsible for any wrongful or negligent acts, omissions and/or violations by Shipper, its employees and/or agents, and shall defend, indemnify and save SHIPZO harmless from any fine, penalty, liability, court costs and attorney’s fees that may result from such acts, omissions or violations; provided, however, that Shipper shall not be responsible to the extent any such fine, penalty, liability, court costs and attorney’s fees are caused by any wrongful or negligent acts, omissions or violations by SHIPZO, its employees and/or its agents. SHIPZO shall comply with all laws, rules and regulations of any duly constituted governmental authority applicable to its performance of the transportation services to be rendered pursuant to these Terms. SHIPZO shall be responsible for any wrongful or negligent acts, omissions and/or violations by SHIPZO, its employees and/or agents, and shall defend, indemnify and save Shipper harmless from any fine, penalty, liability, court costs and attorney’s fees that may result from such acts, omissions or violations; provided, however, that SHIPZO shall not be responsible to the extent any such fine, penalty, liability, court costs and attorney’s fees are caused by any wrongful or negligent acts, omissions or violations by Shipper, its employees and/or its agents.

7. Compensation to SHIPZO; Currency. Compensation for SHIPZO’s services shall be paid by Shipper to SHIPZO for all shipments tendered by Shipper to SHIPZO in accordance with rates and/or charges agreed to by SHIPZO and Shipper through these Terms or through a load confirmation, email correspondence, facsimile transmission, text message, or other electronic transmission. All monetary amounts specified in these Terms for rates, charges, fees, liabilities and liability limits are stated in United States dollars.

8. Payment to SHIPZO, Credit Terms. Shipper shall pay SHIPZO the agreed compensation for the first three shipments within three (3) days after the receipt of the invoice. Upon credit evaluation of the Shipper by SHIPZO, credit may be available to Shipper and every shipment must be paid by Shipper to SHIPZO within thirty (30) days from receipt by Shipper of (A) SHIPZO’s invoice and (B) a copy of the delivery receipt for the shipment signed by or on behalf of the consignee and showing satisfactory delivery of the shipment (C) an email by the Shipper confirming the acceptance of the shipment rate. Invoices not paid within 30 days of receipt will be deemed delinquent and be subject to interest of 10% per month. In the event that extraordinary expenses are incurred, they must be paid by Client to SHIPZO prior the next shipment is released, otherwise it will not be released, and interests can apply. Credit conditions can change based on the volume of shipments and SHIPZO’s judgment.

9. Bill of Lading and Receipt. SHIPZO shall require each Performing Carrier it selects: (A) to issue a bill of lading (“BOL”) at origin evidencing receipt of the shipment tendered to such carrier, and (B) to obtain a delivery receipt (“DR”) for the shipment from the consignee or other person accepting delivery.

10. Overcharge/Undercharge claims. Rates and charges will be negotiated between Shipper and SHIPZO and confirmed in writing. Any claim for overcharge or undercharge must be presented in writing to the other Party within 30 days of the date of shipment or the claim will be time-barred.

11. Performing Carriers’ Charges. SHIPZO shall be solely and exclusively liable and responsible for the payment of rates and charges to Performing Carriers that relate to the transportation of shipments tendered by Shipper to SHIPZO pursuant to these Terms. Shipper’s sole obligation with regard to the payment of transportation charges for services provided under or in relation to these Terms is to pay SHIPZO as required by Articles 7, 8 and 10 hereof.

12. Cargo Liability.

A. Liability Limits. The Performing Carrier (and not SHIPZO) shall have liability for cargo loss or damage. Recovery (as opposed to liability) for cargo loss or damage shall be limited to a maximum of one hundred thousand dollars ($100,000.00) per shipment or per consolidated shipments – unless insurance coverage for increased cargo value has been requested by Shipper, and SHIPZO has advised Shipper in writing prior to tender of the shipment(s) that it has arranged higher cargo loss or damage coverage. To the extent that multiple shipments or consolidated shipments are tendered by Shipper at the same time and at the specific written request of Shipper are transported at the same time and in the same vehicle, such multiple shipments or consolidated shipments shall be considered a “single shipment” for the purposes of these Terms.

B. Liability of Performing Carrier (U.S. Motor Carriage)

(i) SHIPZO shall require that the Performing Carrier be liable to Shipper as a motor carrier under 49 U.S.C. § 14706, and under common law, with respect to damages for loss of or damage to any shipment tendered by Shipper pursuant to these Terms.

(ii) SHIPZO shall not require such Performing Carrier to be liable for any loss or damage caused by an act of God, the public enemy, the authority of law, the act or omission of Shipper, or due to the inherent vice of the goods shipped.

(iii) Claims for loss and/or damage to cargo must be filed with SHIPZO within three (3) months of the date on which the shipment is delivered, or, in the case of non-delivery, within six (3) months of the date on which the shipment reasonably should have been delivered. Any further action to recover such claims, if unresolved, is subject to the arbitration provisions in Article 23 of these Terms.

C. Liability of Performing Carrier (International and Multimodal Carriage)

(i) International Shipments: The Shipper shall comply with all applicable laws, customs, and other governmental regulations of any country to, from, through or over which the goods may be carried, including those relating to the packaging, carriage, or delivery of the goods, and the Shipper shall furnish such information and attach such documents to the BOL as may be necessary to comply with any of such laws, customs, and regulations. The Shipper is responsible to assign a customs broker (“CB”) for required Customs clearance to and from each such country. Such CBs must be reasonably acceptable to SHIPZO hereunder, and SHIPZO shall not be liable for loss, damage, delay, detention, storage or other expenses arising out of the Shipper’s failure to comply with any such laws, customs or regulations.

(ii) Shipments by Air: If shipments are moving domestically within the United States, liability shall be limited to $50 per shipment or $0.50 per pound per piece of cargo lost or damaged, whichever amount is greater, based on the weight of the lost or damaged cargo unless a higher value is declared on the BOL, the resulting higher liability is accepted by SHIPZO and an ad valorem additional insurance charge paid. In no event shall amount exceed the actual replacement value of the goods or damages sustained by Shipper. If moving internationally, liability shall be limited to 19 Special Drawing Rights ("SDRs") per kilogram, based on the weight of the goods lost or damaged. These limitations of liability apply door-to-door, during carriage by air or substituted service by other modes, and during related motor carrier transportation, including ground handling, warehousing, and customs clearance services. Any claim for cargo loss and/or damage to such shipments must be filed with SHIPZO within twenty-one (21) days of the date on which the shipment was delivered or reasonably should have been delivered.

(iii) Shipments by Water: Liability shall be limited to $500 per ocean container based on the number of packages lost or damaged, unless a higher value is declared on the BOL, the resulting higher liability is accepted by SHIPZO and an ad valorem charge paid, unless the $500 limitation is prohibited by law, in which case the lowest limitation allowed by law will apply. This limitation of liability applies during water transportation, and all related services, including ground handling, warehousing, customs clearance service, stevedoring, motor carriage or rail transportation. Any claim for cargo loss and/or damage to such shipments must be filed with SHIPZO within twenty-one (21) days of the date on which the shipment was delivered or reasonably should have been delivered.

(iv) Shipments Partially by Motor Carrier: If motor carriage is part of a through air or water shipment, liability may be limited as specified above or by such through BOL. If not so limited, liability shall be limited to $50 per shipment or $0.50 per pound per piece of cargo lost or damaged, whichever amount is greater, based on the weight of the lost or damaged cargo, unless a higher value is declared on the BOL, a higher valuation is accepted in writing by SHIPZO and an ad valorem charge paid. In no event shall liability exceed the actual replacement value of the goods or damages sustained by Shipper. Any claim for cargo loss and/or damage to such shipments must be filed with SHIPZO within twenty-one (21) days of the date on which the shipment was delivered or reasonably should have been delivered.

(v) Shipments to, from or within Mexico: For loss or damage to cargo that occurs in Mexico, liability is limited to $.10 per pound times the weight of the cargo lost or damaged. If Shipper desires insurance to cover the risk of loss or damage to shipments in Mexico, Shipper is responsible for declaring a value in writing to SHIPZO and for paying an ad valorem charge if the increased limitation of liability is accepted in writing by SHIPZO.

(vi) Arbitration. Any further action to collect unresolved claims under this Article 11(C) of these Terms is subject to the arbitration provisions of Article 23 hereof.

D. Processing of Cargo Loss or Damage Claims. In processing of cargo loss or damage claims, SHIPZO shall require the Performing Carrier to comply with 49 C.F.R. § 370.1, et seq. and any amendments and/or any other applicable regulations adopted by the USDOT or FMCSA, or by any applicable state regulatory agency, for processing loss or damage claims. SHIPZO will not consider cargo loss and damage claims unless all transportation charges have been paid to it. Amounts of such claims may not be deducted by Shipper from transportation charges due to SHIPZO.

E. Concealed Damage/Loss. Claims for loss and damage to contents of a shipment that could not have been noted at time of delivery shall be reported to SHIPZO within two (2) calendar days from date of delivery. A request for inspection must be made at that time. SHIPZO will not consider claims for concealed damage on shipments for which increased liability or value has been declared under Article 11.A above, or on shipments consisting of used medical, scientific, electrical, telephonic, computer or other sensitive machinery.

F. Used Goods. Losses will be paid only on reductions in actual cash value of used goods. Such reductions must have arisen from identifiable incidents, excluding rust, oxidation or ordinary wear and tear.

G. Cargo Acceptance Standards. Cargo and/or merchandise shipped/stored under these Terms must present no special hazard in regard to stowage or handling during normal methods of transportation/storage, and by its inherent nature must not be more than normally susceptible to loss and/or damage arising from pilferage, leakage, shortage, loss in weight, breakage, scratching, bruising, chipping, denting, bending or crushing. Nor shall such cargo/merchandise be more than normally likely to perish, deteriorate, incur reductions in quality or suffer from electrical, mechanical, or any other breakdown during normal handling and transportation/storage.

H. Packaging Requirements.

(i) Shipper warrants that all shipments will be tendered in apparent good order and condition and will thus be properly described on the applicable BOL. Shipper further warrants that all packages will properly be marked, labeled and addressed and that their contents will be adequately packaged and secured as to prevent damage during the rigors of normal transportation.

(ii) Shipper shall strictly adhere to any applicable packaging guidelines set forth by the National Motor Freight Classification (“NMFC”).

(iii) All cargo must be packaged on a durable, four-way entry pallet to provide for ordinary mechanical handling. Cargo must not overhang the outer dimensions of the pallet and all moving, or protruding parts must be sufficiently protected within, and on all sides by durable fiberboard or crating.

(iv) Shipper must provide proper shipping instructions and documentation to enable SHIPZO and Performing Carriers to safely and securely provide transportation services.

(v) Unless otherwise agreed in writing, Shipper is responsible for proper loading and unloading of the cargo onto SHIPZO's or Performing Carrier’s equipment. Shipper, together with any other person which is a shipper, consignor, consignee, or owner of the cargo, shall be jointly and severally liable to SHIPZO and Performing Carrier(s) for any fines, penalties, or damage to their equipment resulting from Shipper's breach of this provision.

(vi) Uncrated, unprotected or insufficiently packaged merchandise is handled on a “hold harmless” basis, and liabilities will not be assumed in the event of damage to any such merchandise. The internal content of such shipments is considered as “Said to Contain” (“STC”) and/or “Shipper Load and Count” (“SLC”). STC and SLC rules will also apply where SHIPZO, Performing Carriers and/or their agents are not allowed to inspect shipments for count and condition at origin.

(vii) It is recommended that for high-risk shipments such as high-value or vulnerable commodities, the Shipper utilizes tamper evident packaging, taping or other means to further protect the product. Any disturbance to the outer packaging, missing cargo, or shortages in shipping unit counts must be noted at the time of acceptance by the consignee, followed by signature, date, and time of delivery, in the appropriate fields of the BOL or acceptable DR. Failure to make applicable notations on the delivery Driver’s copy of the BOL/DR will be prima facie evidence that the goods were accepted in apparent good order. Any claims for damages or shortages unsupported by such notations will be declined.

(viii) Any article susceptible to damage by ordinary handling must be adequately protected by inner and outer packaging and must be marked or bear appropriate labels. Shrink wrap is not considered sufficient packaging. Dangerous goods must be identified, packaged, marked, labeled, and documented by the Shipper in accordance with applicable dangerous goods regulations.

13. Insurance. SHIPZO shall require its Performing Carriers under these Terms to have and maintain public liability and property damage insurance in the amount of one million dollars ($1,000,000.00) and cargo loss or damage insurance in the amount of one hundred thousand dollars ($100,000.00) per shipment. SHIPZO agrees to maintain a complete and up to date file of all Certificates of Insurance evidencing public liability and property damage insurance policies, and cargo loss or damage insurance policies of all such Performing Carriers.

14. Indirect, Incidental, Consequential, Special or Punitive Damages. Neither Party shall be liable to the other for any indirect, incidental, consequential, special or punitive damages (such as, but not limited to, loss of profits, loss of market, loss of customer goodwill, shutdown, or punitive or exemplary damages) without prior written notification of the risk of loss and its approximate financial amount, and the written agreement of the Party to assume such responsibility.

15. Notice. Any notice and other communication relating to these Terms shall be in writing and be sent: (a) by certified mail, return receipt requested, postage prepaid, (b) by nationally recognized overnight courier service to the addresses stated above, (c) by fax, with proof of receipt by the intended recipient, (d) by email with proof of receipt by the intended recipient, or (e) in such other manner or to such other address as shall have been designated by the Party to which such notice or other communication is to be given. All such notices and other communications will be deemed to have been given and received (1) in the case of personal delivery, on the date of such delivery, (2) in the case of facsimile or email transmission on the date of transmission if sent on a business day (or if sent on other than a business day, on the next business day after the date sent), (3) in the case of delivery by nationally recognized overnight courier service, on the business day following dispatch if sent by guaranteed next day delivery, or (4) in the case of mailing, on the third business day following such mailing.

16. Force Majeure. If either Party is prevented from performing its obligations under these Terms because of fire, earthquake, flood, explosion, wind, water, strike, lockout, acts of terror, pandemic, a quarantine or any other cause beyond the control of the affected Party, such Party shall immediately give notice of such prevention to the other Party, and shall be excused from the performance of any and all its obligations under these Terms for the duration of such specified circumstances. No liability for any loss, damage or delay with respect to freight shipped or transported shall accrue on account of the occurrence of any such special circumstance absent the actual negligence of SHIPZO.

17. Non-Disclosure of Information.

A. SHIPZO and Shipper agree to keep confidential any information provided by the other Party relating to such Party’s operations or business activities, including, but not limited to: (i) the names of Performing Carriers, customers, suppliers and vendors, and (ii) freight rates and charges. Each Party agrees to hold all such information in confidence and shall not use any such information other than for the benefit of the other Party or in performance of its obligations under these Terms.

B. Neither Party shall disclose any information set forth in paragraph A. of this Article 16 of these Terms, nor shall either Party disclose any information regarding these Terms or any amendments or attachments hereto (collectively “Confidential Information”), except:

(i) as may be required by law or regulation;

(ii) as is necessary to effect or further the purposes of these Terms;

(iii) when such disclosure is between a parent and its subsidiary or corporate affiliate; or

(iv) when required in connection with an audit by an accounting or law firm, so long as the disclosing Party is responsible for ensuring compliance with this confidentiality requirement by the audit or law firm.

The restriction against disclosure of Confidential Information as specified in this Article 16 of these Terms shall not apply to information which (i) was already known prior to the time it was imparted to the receiving Party by the other Party, (ii) is available or becomes generally available to the public other than through a breach of these Terms by the receiving Party, (iii) is acquired or received by the receiving Party rightfully and without confidential limitation from a third Party, or (iv) is independently developed by the receiving Party without breach of these Terms. If either Party becomes legally required to disclose Confidential Information, or any part thereof, that Party will give the other prompt notice of such requirement. If the non-disclosing Party waives compliance with any of these terms is unable to obtain a protective order or other appropriate remedy with respect to such disclosure of Confidential Information, then the disclosing Party shall disclose only that portion of the Confidential Information necessary to ensure compliance with such legal requirement.

18. Choice of Law. These Terms shall be governed by and construed in accordance with the laws of the State of Texas except to the extent any mandatory federal law is applicable to these Terms.

19. Assignment, No Third-Party Beneficiary. Neither Party shall assign its interest, rights or obligations under these Terms without the prior written consent of the other Party, except if notice is provided and the assignment is to a parent, subsidiary or affiliated entity. Subject to the foregoing, these Terms shall inure to the benefit of and be binding on the successors and assigns of the Parties. Neither a Performing Carrier nor any other third party shall be a third-party beneficiary to these Terms.

20. Entire Agreement. These Terms cancel and supplant any and all other written or oral agreements and understandings for property transportation freight forwarding services between SHIPZO and Shipper. These Terms may not be amended except in a written amendment executed by Shipper and SHIPZO.

21. Headings. Any headings or numbering of paragraphs or articles of these Terms are for organizational convenience only, and the text of all such Terms are intended to take precedence over any such heading or numbering. If any part, paragraph or provision of these Terms is found or declared to be invalid or unenforceable for any reason, the remainder of these Terms shall remain in full force and effect.

22. Waiver. The failure of a Party to object to or take action with respect to any breach of any provision of these Terms by the other Party shall not be construed as a waiver of any rights hereunder by the nonobjecting Party, nor of any claims, past, present or future, for any breach of these Terms.

23. Disputes. In the event of a dispute between the Parties arising out of these Terms, including but not limited to Federal or State statutory claims, which the Parties are unable to resolve themselves within fifteen (15) days after the dispute has arisen, a Party’s and the Parties’ sole recourse (except as provided below) shall be to arbitration. Proceedings shall be conducted under the rules of the Transportation ADR Council (“TADR”), or the American Arbitration Association (“AAA”), at SHIPZO’s sole discretion. Arbitration proceedings shall be started within eighteen (18) months from the date of the occurrence from which the dispute allegedly arose. Upon mutual agreement of the Parties, arbitration proceedings may be conducted outside of the administrative control of the TADR or AAA. The decision of the arbitrator(s) shall be binding and final, and the award of the arbitrator(s) may be entered as judgment in any court of competent jurisdiction. The prevailing Party shall be entitled to recovery of costs, expenses and reasonable attorney’s fees as well as those incurred in any action for injunctive relief, or in the event further legal action is taken to enforce the award of the arbitrator(s). Arbitration proceedings shall be conducted at the office of TADR or the AAA nearest Del Rio, Texas or such other place as mutually agreed upon in writing by the Parties or directed by the acting arbitration organization; provided, however, either Party may apply to a court of competent jurisdiction for injunctive relief. Venue for any such action against SHIPZO shall be Val Verde County, Texas. Unless preempted or controlled by mandatory Federal law and/or regulations, the laws of the State of Texas shall be controlling. The arbitration provisions of this Article 23 of these Terms shall not apply to enforcement of the award of arbitration.

24. Compliance by Parties with Food Safety Laws. When Shipper engages SHIPZO for arranging transportation of cargo regulated under the Sanitary Transportation of Food Rule at 21 C.F.R. §§ 1.900 through 1.934 (“STF Rule”), as adopted by the U.S. Food & Drug Administration (“FDA”) under the Food Safety Modernization Act, Pub. L. No. 111-353 (“FSMA”), the duties otherwise assigned to SHIPZO as a “shipper” under the STF Rule are hereby re-allocated under these Terms to Shipper and to motor carriers selected by SHIPZO. Such re-allocation among supply-chain participants by written agreement is permitted by 21 C.F.R. § 1.908(a), subject to applicable recordkeeping requirements under 21 C.F.R. § 1.912(d). By tendering shipments for freight forwarding by SHIPZO, Shipper agrees to the following re-allocations of responsibilities under the STF Rule in accordance with these Terms:

A. Duties Re-Allocated to Selected Motor Carriers. The duties assigned to SHIPZO as a “shipper” under the SFT Rule are delegated to SHIPZO’s selected carrier insofar as they relate to assuring that vehicles and equipment are operated in an appropriate sanitary condition, that temperature controls specified by Shipper are maintained during transportation, and that previous cargo movements do not render the equipment unsafe for FSMA-regulated shipments.

B. Duties Re-Allocated to Shipper. All other duties assigned to SHIPZO as a “shipper” under the SFT Rule are hereby delegated to Shipper under these Terms. These duties include, without limitation, providing written instructions to Carrier regarding equipment design and dimensional requirements, adequate preparation (including any required pre-cooling) of equipment presented for loading, and specification of any temperatures required to be maintained during transportation.

The Parties further recognize and agree that the standards prescribed by the STF Rule relate to maintaining the safety and sanitation of food rather than preserving any particular appearance or market value, and that any suspected departures from such safety and sanitation standards shall be investigated by a “qualified individual” (as per 21 C.F.R. § 1.906(a)(6)) before any determination is made that the food cargo in question is unsanitary, unsafe or adulterated within the meaning of FSMA.

In order to comply with the recordkeeping requirements of 21 C.F.R. § 1.912(d), both Parties shall retain copies of these Terms in written or electronic form for not less than twelve (12) months after the date on which Shipper ceases to tender shipments to Broker hereunder.

25. Acceptance of Terms. Shipper understands that by accepting a shipment rate, Shipper agrees to be bound by (i) these Terms and Conditions, which we may amend from time to time, (ii) our Privacy Policy and safety guidelines, and (iii) any additional terms upon the services provided