Shipping Terms

2. PAYMENT FOR SERVICES

A. SHIPPER shall pay BGT for the Services provided by BGT under these Terms & Conditions at the rates and charges as agreed between the parties. All payments by SHIPPER shall be remitted to BGT by wire transfer, certified bank check or PayPal eCheck.

B. BGT shall invoice by the load. SHIPPER may require submittal of a bill of lading and/or proof of delivery with invoice as a condition of payment. Payment of invoices shall be paid by SHIPPER within fifteen (15) days after delivery of the load. All amounts not paid by SHIPPER within thirty (30) days shall be subject to interest at the rate of 1.5% per month.

C. Except as may be later disclosed in a records review or audit, each party shall have one year from the date of shipment to file a claim with the other party for overcharges or undercharges relating to such shipment.

D. Except as otherwise provided in these Terms & Conditions, each party must bring a civil action to recover damages or amounts claimed under these Terms & Conditions within two (2) years from the date of shipment. Any matters not filed within the above limitations period shall be barred.

E. Except as otherwise provided in these Terms & Conditions, all lawsuits concerning disputed invoices, including lawsuits by BGT against SHIPPER for unpaid invoices, shall be commenced in the Superior Court of Dade County, Florida. SHPPER shall pay BGT all reasonable expenses of litigation, including attorney’s fees, costs and expenses, in all successful actions by BGT to collect unpaid invoices from SHIPPER.

F. In the event that BGT accepts and provides Services to SHIPPER before reaching an agreement with SHIPPER on pricing, SHIPPER agrees to pay BGT the last pricing quoted by BGT to SHIPPER for that load or, in the event that no pricing has been provided by BGT, SHIPPER agrees to pay for BGT’s Services based on BGT’s standard pricing model.

G. It is expressly agreed, as a condition of Banks Global Transport, Inc.'s provision of freight services to Shipper, that Banks Global Transport, Inc. shall have a lien on all of Shippers freight in Banks Global Transport, Inc.'s possession for the total amount owed to Banks Global Transport, Inc. for all freight charges, storage and charges for related services, including charges related to freight previously delivered upon the promise of Shipper to pay such charges. No further notice of this lien shall be provided to Shipper.

3. BGT'S OBLIGATIONS

A. General.

(1) Compliance with Laws, Rules and Regulations. BGT shall have authority from the Department of Transportation to act as and provide services as a property BGT. BGT shall comply with all applicable provisions of the Interstate Commerce Act, related laws, rules and regulations of the FMCSA, and all applicable state and local laws, rules and regulations to the extent they govern BGT's operations.

(2) Prompt Service. BGT shall promptly and efficiently retain and contract with Carriers as necessary to meet SHIPPER’s transportation needs.

(3) Delay; Accidents. BGT shall notify SHIPPER of any accidents, spills, theft, hijacking or other events which impair the safe and prompt delivery of SHIPPER’s goods in its control.

(4) OnHand Freight. BGT shall notify SHIPPER of any refused freight at SHIPPER and/or third party locations and request additional instructions regarding delivery or storage of the refused goods. Such notice by BGT shall, as soon as reasonably practical.

B. Delivery Receipts and Bills of Lading

(1) Delivery Receipt. Except as otherwise provided in an Exhibit, BGT shall obtain an acknowledgement of delivery for all shipments by notation on the bill of lading. At the request of SHIPPER, BGT agrees to provide copies of same to SHIPPER in sufficient detail to substantiate billing for the services provided. BGT shall retain such records for two (2) years after delivery of the involved shipments or for such greater period of time as may be required by federal or state laws, rules, or regulations.

(2) Conflict Between Terms & Conditions and Bill of Lading. The parties agree that bills of lading and delivery receipts shall be used solely as receipts for shipment and to identify the kind and quantity of goods, place of pickup and delivery, shipper and consignee and other information as required by SHIPPER. References to classifications, tariffs, service guides or other publications and/or contractual terms and conditions on the face or reverse side of such documents shall be null and void, and these Terms & Conditions shall govern the rights and obligations of the parties hereto.

C. Carrier Insurance Requirements

BGT shall only BGT Shipper loads to those Carriers that maintain policies of insurance as follows: (i) cargo insurance with minimum limits of liability of $100,000 per occurrence; (ii) automobile liability insurance with minimum limits of liability of $1,000,000 combined single limit for bodily injury and property damage; (iii) comprehensive general liability with contractual liability insurance with minimum limits of liability of $1,000,000 per occurrence; (iv) worker’s compensation insurance with minimum limits as may be required by statute; and (v) any other insurance required by the Department of Transportation or any other federal, state or local regulatory agency.

4. MILEAGE Where rates are based on mileage, mileages will be determined through by use of zip code to zip code at the time the load is tendered.

5. BGT/CARRIER LIABILITY & SHIPPER LIABILITY

A. BGT Liability is Limited. BGT shall not be liable, under any circumstances, to SHIPPER for the loss or damage to SHIPPER’s goods. Liability, if any, for such losses and damages to SHIPPER shall be borne solely by the Carriers. BGT’S liability to SHIPPER, if any, for any breach of representation, warranty or covenant under these Terms & Conditions shall be limited to the total compensation for services provided by BGT under these Terms & Conditions in connection with such services.

B. Claims; Processing. BGT shall, without assuming any liability for loss or damage Claims, assist SHIPPER in its pursuit of SHIPPER Claims against liable Carriers.

C. Shipper Liability. SHIPPER shall be directly liable to BGT and its Carriers for costs and accessorial charges incurred by either as the result of an order being canceled by SHIPPER or as required to perform pick-up or delivery of SHIPPER orders.

6. INDEMNITY

A. Indemnity by BGT. BGT shall indemnify and defend SHIPPER, its affiliated and associated companies, and their respective agents, officers, directors, and employees from and against any liability, loss, cost, claims, and expenses, including attorneys' fees and costs of defense, arising out of the negligent acts or omissions of BGT, its thirdparty contractors, agents or employees; notwithstanding the above, under no circumstances shall BGT be obligated to indemnify SHIPPER from or against any liability or loss caused in any manner by a Carrier.

B. Indemnity by SHIPPER. SHIPPER shall indemnify and defend BGT, its affiliated and associated companies, and their respective agents, officers, directors, and employees from and against any liability, loss, cost, claims, and expenses, including attorneys' fees and costs of defense, arising out of the negligent acts or omissions of SHIPPER, its thirdparty contractors, agents or employees. The above indemnity shall extent to all claims, liabilities and losses that in any way arise from or out of the loading or unloading by SHIPPER of any trailer of a Carrier. SHIPPER shall hold BGT harmless from and against any claim, loss or damages to person or property caused in any manner by a Carrier.

7. NONEXCLUSIVE TERMS & CONDITIONS It is understood and agreed between the parties hereto that BGT shall be free to accept freight for transportation from shippers other than SHIPPER and that SHIPPER shall be free to tender freight for transportation to BGTs other than BGT.

8. INDEPENDENT FREIGHT AGENTS shall perform the services hereunder as an independent contractor and shall have exclusive control and direction of all persons operating equipment or otherwise engaged in providing transportation services. BGT assumes full responsibility for the acts and omissions of such persons and, when applicable, shall have exclusive liability for the payment of local, state and federal payroll taxes or contributions or taxes for unemployment insurance, workers' compensation, old age pensions or other social security and related protection, and agrees to comply with all applicable rules and regulations pertaining thereto.

9. GOVERNING LAW To the extent not governed by the Interstate Commerce Act or other applicable federal statutes, the laws of the State of Florida shall govern the validity, construction and performance of these Terms & Conditions. All controversies, claims, actions, suits or proceedings arising hereunder shall be brought in the Superior Court of Dade County, Florida.

10. FORCE MAJEURE

A. Except for SHIPPER’s obligations regarding the timely payment of freight charges to BGT, neither party hereto shall be liable to the other for default in the performance of any of the terms and provisions of these Terms & Conditions if caused by fire, strikes or labor disputes, riot, war, Act of God, governmental order or regulation, or other similar contingency beyond the reasonable control of the respective parties.

B. The party claiming force majeure shall notify the other party within twentyfour (24) hours of when it learns of the existence of such a condition and shall similarly notify the other within a period of two (2) working days after the condition is remedied. However, if such condition of force majeure is not remedied within 20 days, the unaffected party shall have the right to terminate any obligations created by these Terms & Conditions upon notice to the other party.

11. SEVERABILITY AND WAIVER If any phrase, clause, sentence, or other provision contained in these Terms & Conditions violates any applicable statute, ordinance, rule or law, such phrase, clause, sentence or provision shall be ineffective to the extent of such violations without invalidating any other provision of these Terms & Conditions. The waiver by either party of any breach or default hereunder, or the failure of either party to enforce any of the terms and conditions herein, shall not affect, limit or waive the right of either party thereafter to enforce and compel strict compliance with these Terms & Conditions.

12. ENTIRE AGREEMENT/AMENDMENTS These Terms & Conditions represents the entire understanding of the parties with respect to the subject matter herein and cannot be amended except in writing signed by both parties. All prior discussions, understandings, negotiations and Agreements regarding the subject matter herein, are merged herein.

13. LIMITATION OF LIABILITY Except as otherwise expressly provided in these Terms & Conditions, in no event will either party be liable to the other for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.