ARI SHIPPING CORP. CONSOLIDATED WEBSITE MASTER TERMS AND CONDITIONS OF SERVICE
Master Terms + Service-Specific Schedules + Transport Document Conditions
Effective Date: September 10, 2026

ARI SHIPPING CORP. CONSOLIDATED WEBSITE MASTER TERMS AND CONDITIONS OF SERVICE
PART I - GENERAL MASTER TERMS AND CONDITIONS OF SERVICE
PART II - WAREHOUSE STORAGE, FULFILLMENT, TRANSLOAD AND FACILITY TERMS
PART III - BROKER-MOTOR CARRIER TERMS
PART IV - SHIPPER-PROPERTY BROKER TRANSPORTATION TERMS
PART V - SHIPPER-FREIGHT FORWARDER TRANSPORTATION TERMS
PART VI - BROKER-FORWARDER / CO-LOAD / INTERMEDIARY TERMS
PART VII - CUSTOMS BROKERAGE AND TRADE COMPLIANCE TERMS
PART VIII - CARRIER FACILITY PICKUP AND CUSTODY TERMS
PART IX - OCEAN / NVOCC / OCEAN FORWARDING TERMS
PART X - AIR FREIGHT FORWARDING TERMS
PART XI - CUSTOMER CARGO INSURANCE, PACKAGING, MATERIALS AND RISK TERMS
PART XII - SUPPLEMENTAL INTERNATIONAL AIR / OCEAN IMPORT-EXPORT TERMS
PART XIII - ARI OCEAN BILL OF LADING / SEA WAYBILL CONDITIONS
PART XIV - ARI HOUSE AIR WAYBILL CONDITIONS OF CONTRACT
PART XV - WEBSITE USE TERMS
PART XVI - SHORT-FORM INCORPORATION NOTICE FOR QUOTES, BOOKINGS AND INVOICES
PART XVII - PUBLICATION, VERSION CONTROL AND CONTACT

IMPORTANT - CONSOLIDATED PUBLICATION DRAFT FOR FINAL TRANSPORTATION/CUSTOMS COUNSEL AND INSURANCE-BROKER REVIEW BEFORE DEPLOYMENT. These Terms are designed to allocate commercial risk aggressively to the maximum extent permitted by law. No contract can eliminate non-waivable statutory, regulatory, convention-based, or other legally imposed duties.

ARI SHIPPING CORP. CONSOLIDATED WEBSITE MASTER TERMS AND CONDITIONS OF SERVICE

Effective Date: September 10, 2026
Applies to: Customs Brokerage | Freight Forwarding | Transportation Brokerage | Air | Ocean | NVOCC Services | Warehousing | Fulfillment | Transloading | Drayage Arrangement | Inland Transportation Arrangement | Co-Loading | Ancillary Logistics | Website Use

NOTICE OF MATERIAL RISK TERMS. These Consolidated Terms contain limitations and exclusions of liability, short claim and suit deadlines, cargo-insurance requirements, customer defense and indemnity obligations, lien and withholding rights, third-party carrier/subcontractor protections, forum-selection provisions, and a jury-trial waiver. Cargo insurance is not included unless ARI expressly confirms placement in writing for the specific shipment. Customers should maintain insurance adequate to the full value and risks of their Goods.

1. Purpose and Structure of These Consolidated Terms

These Consolidated Website Master Terms and Conditions of Service (“Consolidated Terms”) are intended to serve as ARI Shipping Corp.’s single published terms page. They combine ARI’s general Terms and Conditions of Service with service-specific provisions for warehousing, motor-carrier and transportation-broker transactions, freight-forwarder transactions, co-loading and intermediary relationships, customs brokerage, ocean/NVOCC services, air freight, carrier pickup/custody, cargo insurance and packaging risk, ARI house ocean bills of lading, ARI house air waybills, and use of ARI’s website.

References within any Part to “this Agreement,” “these Terms,” “this Addendum,” “this Acknowledgment,” “Carrier,” “Broker,” “Forwarder,” “Warehouse,” “Depositor,” “Merchant,” “Shipper,” “Client,” or similar role-specific terms shall be read in the context of that Part and the role ARI actually undertakes for the applicable service. Publication of a Part does not by itself cause ARI to assume a regulated or carrier capacity that ARI has not actually undertaken.

2. Acceptance; Electronic Contracting; Incorporation by Reference

To the fullest extent permitted by law, the applicable portions of these Consolidated Terms are accepted when a party, after reasonable notice that these terms apply, signs or electronically accepts an agreement or quotation; requests or authorizes Services; books a shipment; tenders Goods to ARI or an ARI-arranged provider; delivers Goods to or leaves Goods at an ARI facility; accepts pickup or delivery; accepts a rate confirmation or load confirmation incorporating these Terms; uses ARI’s website or customer portal; or pays an invoice for Services.

ARI may incorporate these Consolidated Terms by hyperlink or reference in quotations, booking confirmations, credit applications, warehouse receipts, rate confirmations, load confirmations, bills of lading, air waybills, powers of attorney, invoices, emails, EDI/API records, and other electronic or paper transaction records. Electronic signatures, click acceptance, email acceptance, and electronic records may be used to the fullest extent permitted by law.

3. Global Order of Precedence; Anti-Conflict Rule

The parties intend all applicable provisions to be read together and harmonized wherever reasonably possible. If there is a direct inconsistency, the following hierarchy applies to the extent legally permissible:

1. mandatory statute, regulation, treaty, convention, court order, or other law that cannot lawfully be varied;a valid customs power of attorney or other government-required document for customs business, to the extent governing the issue;an ARI house bill of lading, house air waybill, or lawfully applicable tariff/rules publication when ARI actually acts as the contractual carrier/NVOCC/indirect air carrier and the document governs the issue;a later shipment-specific or service-specific amendment signed by an authorized ARI officer that expressly identifies the provision being changed;the most specific applicable service Part of these Consolidated Terms;the General Terms in Part I; anda quotation, booking confirmation, invoice, purchase order, portal term, routing guide, or other commercial document, except that an ARI-issued quotation or rate confirmation controls the specific price and commercial scope it expressly states.

Terms supplied unilaterally by a Customer, carrier, vendor, or other third party do not amend ARI’s liability, indemnity, forum, claims, lien, insurance, role, or risk-allocation provisions unless an authorized ARI officer expressly agrees in a signed writing. Where two provisions at the same level can both apply, both apply. Where equally specific provisions directly conflict, the provision that more specifically addresses the service or risk controls; if equally specific, the provision affording ARI the greater lawful protection applies to the maximum extent permitted by law.

4. Prospective Effect; Prior Transactions

These Consolidated Terms apply prospectively to Services requested, booked, accepted, continued, or performed after the Effective Date following reasonable notice, except to the extent a pre-existing signed agreement, governing transport document, tariff, or mandatory law controls. A later website update does not retroactively change accrued rights for a shipment already accepted unless the parties agree in writing or applicable law permits otherwise.

PART I - GENERAL MASTER TERMS AND CONDITIONS OF SERVICE

Applicability. Applies to all Services provided, arranged, procured, or offered by ARI except to the extent a more specific Part, transport document, signed agreement, tariff, power of attorney, or mandatory law controls.

1. Definitions and Scope

“Services” includes customs brokerage, freight forwarding, transportation brokerage, NVOCC/ocean forwarding, air forwarding, drayage arrangement, trucking arrangement, consolidation/deconsolidation, warehousing, fulfillment, transloading, distribution, documentation, consulting and related ancillary services requested from ARI.

“Goods” means all cargo, merchandise, containers, packaging, equipment, documents, data and property relating to the Services. “Customer” includes the instructing party and, to the fullest extent permitted by law, each shipper, consignee, importer, exporter, owner and other party with an interest in the Goods for whom Customer has authority to act.

These Terms apply to every Service performed by or through ARI unless a written agreement signed by an authorized ARI officer expressly states that a particular provision is superseded. A bill of lading, air waybill, warehouse receipt, broker-carrier agreement, customs power of attorney or service-specific addendum controls only to the extent its terms are necessarily inconsistent with these Terms.

2. Customer Authority; Accurate Information; Regulatory Responsibility

Customer warrants that it owns the Goods or has lawful authority from the owner and all parties in interest to request the Services, issue instructions, bind such parties where legally permissible, and accept these Terms.

Customer shall timely provide complete and accurate descriptions, weights, dimensions, quantities, values, classifications, country of origin, handling requirements, temperature requirements, dangerous-goods status, licenses, permits, party names and addresses, and all other information reasonably required. ARI may rely on information furnished by Customer or its agents without independent verification except to the extent a non-waivable law requires ARI to make an inquiry or exercise a particular duty.

Customer is responsible for the legality, admissibility, exportability, importability, marking, labeling, packaging, classification, valuation, origin, licensing, sanctions/export-control status and regulatory compliance of the Goods, except for the specific statutory duties imposed directly on ARI in a capacity ARI has expressly accepted.

3. Packaging, Containers, Security and Special Handling

Unless ARI expressly agrees in writing to perform packaging or packing services, Customer is solely responsible for ensuring that Goods are properly packed, protected, palletized, braced, blocked, sealed, marked and labeled for the contemplated modes of transportation and storage and for reasonably foreseeable handling conditions.

Customer shall provide, at its own expense, suitable packaging, pallets, dunnage, shrink wrap, banding, labels, cartons, temperature-control materials, protective devices and specialized equipment. If ARI supplies, purchases, rents, repairs, replaces or arranges any such item or service, Customer shall pay ARI’s then-current charge plus all third-party costs and applicable administrative or handling charges.

ARI is not responsible for concealed or latent defects, inherent vice, ordinary leakage, evaporation, shrinkage, rust, oxidation, deterioration, infestation originating in the Goods, insufficiency of packaging, or shortages within sealed or apparently intact packages unless liability is imposed by non-waivable law.

4. Dangerous, Hazardous, Regulated and High-Risk Goods

Customer shall not tender hazardous materials, dangerous goods, lithium batteries, chemicals, food, pharmaceuticals, controlled-temperature commodities, firearms, currency, jewelry, precious metals, high-value collectibles, perishables, controlled substances or other specially regulated or high-risk Goods without ARI’s prior written acceptance and complete regulatory documentation.

Customer shall provide current SDS/MSDS, UN classifications, packing instructions, emergency information, temperature ranges, permits and all other required data. Customer warrants that all dangerous-goods declarations, packaging, marks and labels are accurate and legally compliant.

If Goods present an undisclosed or unexpected safety, environmental, legal, sanctions, security or operational risk, ARI may refuse, isolate, return, move, store, dispose of or take other reasonable action concerning the Goods, at Customer’s sole risk and expense, subject to applicable law.

5. ARI Authority to Subcontract; Routing; Operational Discretion

Unless expressly prohibited in a writing accepted by ARI, ARI may use independent carriers, airlines, ocean carriers, NVOCCs, warehouses, terminals, truckers, rail providers, customs brokers, agents and other subcontractors, and may select routes, modes, service providers and handling methods reasonably suited to the requested Service.

ARI may deviate from instructions when reasonably necessary for safety, security, legal or regulatory compliance, carrier availability, governmental action, sanctions/export controls, port or terminal conditions, weather, congestion, labor disruption, cyber events, equipment shortage, route closure or other operational circumstances. Any resulting third-party or extraordinary expense is for Customer’s account unless caused solely by ARI’s non-waivable legal fault.

No subcontractor, carrier or independent contractor is ARI’s employee merely because ARI arranges, communicates, schedules, tenders or pays for services. To the fullest extent permitted by law, ARI’s defenses and contractual limitations extend to its officers, employees, agents and subcontractors when claims arise from Services performed under these Terms.

6. Role-Specific Liability

Property Broker. When ARI acts solely as a property broker, ARI arranges transportation but does not undertake to transport the Goods and is not a motor carrier. The selected motor carrier has exclusive responsibility for operation of its vehicles and drivers and assumes cargo responsibility under applicable law and contract. ARI does not guarantee carrier performance.

Freight Forwarder / Contractual Carrier. When ARI expressly accepts a shipment in a legal capacity that carries carrier liability, ARI’s liability is governed by mandatory law and the transportation document applicable to that mode and capacity, including applicable domestic motor carrier law and applicable international air or ocean conventions/statutes. Any lawful released value or liability limitation in the governing transportation document is incorporated.

Warehouseman. For separate warehousing services, ARI is a warehouseman and not an insurer. The separate ARI Warehouse Storage and Services Agreement and applicable Article 7 of the Uniform Commercial Code govern custody, warehouse lien, claims and liability.

Customs Broker. For customs business, ARI acts pursuant to a valid power of attorney and applicable customs law. Nothing in these Terms eliminates any duty that cannot lawfully be waived by a customs broker.

Agent. Where ARI expressly agrees in writing to act only as agent for Customer in procuring a third party’s services, the third party’s own contract and liability regime govern its performance.

7. Third-Party Transportation; Custody Transfer; Carrier Operations

Except when ARI itself has expressly contracted as the performing carrier, custody and operational responsibility transfer to the performing carrier when that carrier takes possession of the Goods under applicable law and the governing carriage contract. For freight released from an ARI warehouse, warehouse custody ends no later than the point at which the carrier has accepted the loaded Goods and the vehicle is released from the loading area/gate, subject to any earlier transfer established by law, bill of lading or carrier agreement.

After transfer of custody, the carrier has sole responsibility for safe operation of the vehicle; driver selection, qualification and supervision; route selection; hours of service; vehicle condition; legal weight; load securement; permits; compliance with traffic and safety law; and all acts or omissions of its drivers, employees, owner-operators and subcontractors. ARI does not direct the means or methods of driving and no delivery schedule, appointment, customer request or communication from ARI may override the carrier’s safety judgment or legal obligations.

If Customer selects, nominates, directs or requires a particular carrier, Customer acknowledges that ARI has not selected or endorsed that carrier merely by communicating with it, scheduling a pickup, loading Goods, issuing documents or paying charges. Customer assumes responsibility for its selection and shall defend and indemnify ARI from claims arising from that carrier’s operations, except to the extent finally determined to result from ARI’s own non-waivable fault.

8. Cargo Insurance; Customer Insurance

ARI does not insure Goods merely by accepting or handling them. Customer is responsible for arranging all-risk cargo/property insurance at full replacement value for Goods while in storage and transit unless ARI confirms in writing that it has procured cargo insurance for a specifically identified shipment for an agreed premium.

Warehouse customers must maintain property/cargo insurance covering the Goods at full replacement value and commercial general liability appropriate to their activities. Customer should require its insurers to waive subrogation against ARI to the extent commercially available and permitted by law.

Customer bears all deductibles, uninsured amounts, policy exclusions and insurer insolvency risk. Insurance maintained by ARI is for ARI’s own protection and does not convert ARI into an insurer of Customer’s Goods or enlarge ARI’s legal liability.

9. Rates, Quotes, Surcharges and Accessorial Charges

Quotes are based on information supplied by Customer and market conditions at the time quoted. Unless expressly stated otherwise, rates are subject to carrier/space/equipment availability and may change if actual weight, dimensions, commodity, tariff classification, routing, service level, pickup/delivery conditions, governmental charges, exchange rates, fuel, security charges, carrier surcharges or other material assumptions differ.

Customer shall pay all storage, detention, demurrage, per diem, chassis, terminal, CFS, port, exam, inspection, wharfage, congestion, waiting time, attempted delivery, redelivery, liftgate, inside delivery, residential, appointment, special equipment, labor, overtime, sorting, rework, disposal and other accessorial charges incurred for or relating to the Goods, whether known when the quote was issued or arising later, except to the extent caused solely by ARI’s breach of a specific written obligation.

ARI may pass through third-party charges and may apply reasonable administrative, advancement, handling or service fees disclosed on its invoice, rate schedule or quotation.

10. Payment; Credit; No Setoff; Advances

Invoices are due according to ARI’s invoice, credit approval or written rate agreement. ARI may change or withdraw credit terms at any time based on credit risk, payment history, bond/surety requirements or other reasonable grounds and may require prepayment before release or continued service.

Customer shall pay invoices without deduction, counterclaim or setoff. A billing dispute must be made in writing with supporting detail within thirty (30) days after invoice date, but Customer must timely pay all undisputed amounts. Late amounts may accrue interest or service charges at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs and attorneys’ fees.

Any duties, taxes, carrier charges, port charges, storage, penalties, bonds, guarantees or other sums advanced or guaranteed by ARI are immediately reimbursable by Customer and are secured by ARI’s lien rights. ARI is not obligated to advance funds.

11. General and Specific Lien; Right to Withhold

To the fullest extent permitted by applicable law, ARI shall have a general and specific possessory lien on any Goods, documents, refunds, credits, proceeds or property of Customer or any related party in ARI’s actual or constructive possession for all amounts due to ARI arising from the Goods and for all other lawful charges, advances, expenses and obligations owed by Customer, whether arising from the same or another shipment or account.

ARI may withhold release, documents, refunds or other property until all secured amounts are paid or satisfactory security is provided. ARI may enforce any warehouse, carrier, maritime, common-law, contractual or statutory lien available to it and may sell or dispose of Goods only in accordance with applicable law.

12. Customs, Duties, Trade Remedies and Government Action

Customer, as importer/exporter/principal, remains responsible for determining and supporting classification, value, country of origin, admissibility, marking, antidumping/countervailing duty exposure, Section 201/232/301 or successor trade remedies, preference claims, duty-free claims, PGA requirements, forced-labor compliance, sanctions, export controls and licensing. ARI may provide clerical or brokerage assistance but does not guarantee an agency’s acceptance of a position.

Customer is responsible for duties, taxes, fees, penalties, liquidated damages, storage and costs assessed by governmental authorities except to the extent finally determined to have resulted solely from ARI’s violation of a non-waivable statutory duty. ARI may comply with government orders and may suspend service, hold, transfer, return or abandon Goods as legally required or reasonably necessary.

Any protest, post-entry correction, drawback, prior disclosure, ruling request, refund claim or other special customs project requires a separate written engagement unless already included in the agreed scope.

13. Sanctions, Export Controls, Forced Labor and Ethical Compliance

Customer warrants that neither the Goods nor any party, payment, destination, origin, end use or transaction violates applicable sanctions, export controls, forced-labor prohibitions, anti-boycott, anti-money-laundering, anti-bribery, anti-corruption or other trade laws. Customer shall provide beneficial ownership, end-use/end-user and supply-chain information reasonably requested for compliance screening.

ARI may refuse or suspend any transaction it reasonably believes presents legal, regulatory, sanctions, safety, fraud or reputational risk. Customer shall reimburse all reasonable costs incurred in investigating, stopping, storing, redirecting or disposing of Goods because of Customer-supplied information or Customer’s regulatory issue.

14. Cybersecurity, Electronic Communications and Data

Customer authorizes ARI to rely on instructions received through email, EDI, API, portals and other customary electronic methods from addresses, accounts or credentials reasonably appearing authorized by Customer. Customer is responsible for maintaining account security and promptly notifying ARI of suspected compromise.

Neither party guarantees uninterrupted or error-free electronic systems. ARI is not liable for losses caused by cyberattack, ransomware, telecommunications failure, third-party platform outage, corrupted data, fraudulent electronic instructions or other events beyond ARI’s reasonable control, except to the extent liability cannot lawfully be excluded.

Customer shall independently verify any change in payment instructions by a known secondary channel. ARI will not be responsible for funds sent to a fraudulent account where Customer failed to follow a reasonable verification procedure.

15. Indemnification

Customer shall defend, indemnify and hold harmless ARI, its affiliates, owners, officers, employees and agents from third-party claims, governmental demands, losses, fines, penalties, duties, taxes, environmental costs, cleanup expenses and reasonable attorneys’ fees arising from: Customer’s breach of these Terms; inaccurate or incomplete information; the nature, defect, packaging, labeling or regulatory status of the Goods; Customer-selected carriers or contractors; Customer personnel at ARI facilities; title or ownership disputes; recalls; dangerous goods; sanctions/export-control violations; or Customer’s negligence, willful misconduct or violation of law.

ARI shall not be entitled to indemnification for the portion of a claim finally determined by a court of competent jurisdiction to have been caused by ARI’s own gross negligence, willful misconduct or other liability that applicable law prohibits ARI from shifting. The duty to defend applies when a covered claim is asserted and includes reasonable defense costs as incurred, subject to applicable law.

16. Limitation of Liability and Excluded Damages

Except where a mandatory statute, convention, valid bill of lading, warehouse law or written service-specific agreement imposes a different lawful measure or limit, ARI is liable only for direct physical loss or direct damage proximately caused by ARI’s failure to exercise the legally required standard of care in the capacity in which ARI was acting.

Except where mandatory law or a service-specific lawful liability limit controls, ARI’s aggregate liability for any claim shall not exceed the lesser of (a) the actual direct loss proven or (b) US$50.00 per shipment, entry, transaction, or occurrence. A higher limit applies only if Customer requests it in writing before Services commence, ARI expressly accepts it in writing through an authorized officer, and Customer pays any additional charge required by ARI. A declared commercial, customs, invoice, accounting, or insurance value does not by itself increase ARI’s liability.

To the maximum extent permitted by law, ARI shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, loss of profits, sales, market, goodwill, production, use, contracts, business opportunity, interest, financing, penalties owed by Customer to others, retailer or marketplace chargebacks, recall costs, loss of data or business interruption, even if advised such damages were possible.

No contractual limitation is intended to excuse intentional conversion to ARI’s own use, fraud, willful misconduct or any liability that applicable law makes non-waivable. Service-specific lawful limits, including warehouse limits and modal carrier limits, remain controlling.

17. Claims; Time Limits; Inspection

Customer shall inspect Goods promptly upon delivery or availability. Apparent damage or shortage should be noted on the delivery receipt and reported immediately. Customer shall preserve packaging, seals, temperature records, photographs and other evidence and provide reasonable access for inspection.

Warehouse claims are governed by the warehouse agreement. Motor carrier cargo claims are governed by applicable carrier law and contracts. Ocean and air claims are governed by the relevant bill of lading/air waybill and mandatory convention/statute. For any claim not governed by a mandatory or service-specific time limit, Customer must provide written notice with reasonable supporting detail within sixty (60) days after the event giving rise to the claim and commence any action within one (1) year after the claim arose, to the extent legally enforceable.

ARI may assist with claims against third parties as a courtesy or agreed service, but such assistance does not admit ARI liability or extend any applicable time bar.

18. Force Majeure; Hindrance; Impracticability

ARI is not liable for delay, loss or failure caused by events beyond its reasonable control, including acts of God, fire, flood, severe weather, earthquake, epidemic/pandemic, war, terrorism, civil disorder, labor disruption, port/terminal closure, embargo, sanctions, government action, customs hold, carrier embargo, equipment shortage, cyberattack, utility or telecommunications failure, congestion, road/rail/air/sea closure, casualty or similar event.

During such an event ARI may suspend performance, use an alternate route/provider/mode, store Goods, return Goods, or take reasonable protective action. Customer remains responsible for charges incurred to protect, preserve, store, move or dispose of Goods and for Services already rendered.

19. Confidentiality; Records; Audit Cooperation

Each party shall use reasonable care to protect non-public commercial information received from the other and may disclose it to employees, insurers, counsel, auditors, authorities and service providers with a need to know or as required by law.

Customer shall retain records required by applicable customs, transportation, safety and commercial laws and promptly provide records reasonably requested by ARI or a governmental authority in connection with Services. ARI may retain electronic records in the ordinary course and may rely on its system records absent manifest error.

20. No Agency, Partnership or Employment Except as Expressly Stated

Except where ARI expressly acts as Customer’s customs broker or other authorized agent, the relationship is that of independent contracting parties. Nothing creates a partnership, joint venture, fiduciary relationship, franchise, employer/employee relationship, or authority for Customer to bind ARI.

Independent carriers and subcontractors are responsible for their own personnel, payroll, taxes, insurance, safety programs, vehicles, equipment and methods of performance. ARI’s quality standards, appointment times, delivery instructions and communications do not create control over a carrier’s driving or safety operations.

21. Termination; Suspension; Refusal of Service

ARI may refuse or suspend Services immediately for nonpayment, unsafe or undisclosed Goods, sanctions/compliance concerns, fraudulent activity, unauthorized rebrokering, material breach, insolvency or material credit deterioration. Either party may terminate an ongoing service relationship on thirty (30) days written notice unless another signed agreement provides otherwise.

Termination does not affect accrued payment obligations, liens, indemnities, claims limitations, confidentiality, governing law or any provision intended by its nature to survive.

22. Governing Law; Venue; Jury Waiver; Attorneys’ Fees

Except to the extent preempted or governed by mandatory federal or international law, these Terms are governed by New York law without regard to conflict-of-law principles. Any litigation involving ARI shall be brought in a state or federal court located in New York in a venue legally proper for ARI, unless a service-specific agreement requires arbitration or another mandatory forum.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY WAIVES TRIAL BY JURY. The prevailing party in an action to collect undisputed charges or enforce a contractual indemnity, lien, confidentiality obligation or forum provision may recover reasonable attorneys’ fees and costs to the extent permitted by law.

23. Order of Precedence; Severability; No Waiver; Assignment; Electronic Acceptance

A service-specific signed agreement controls over these Terms only for a direct inconsistency. A transportation document controls where mandatory law or the document’s agreed legal capacity requires it. Rate confirmations and quotations control commercial details but do not alter liability, indemnity, forum or role allocations unless they expressly identify the provision being changed and are accepted by an authorized ARI officer.

If any provision is held unenforceable, it shall be enforced to the maximum lawful extent and the remainder remains effective. Failure to enforce a provision is not a waiver. Customer may not assign rights or obligations without ARI’s written consent. Electronic signatures, click acceptance, email acceptance and counterparts are effective to the extent permitted by law.

PART II - WAREHOUSE STORAGE, FULFILLMENT, TRANSLOAD AND FACILITY TERMS

Applicability. Applies whenever ARI receives, stores, handles, stages, transloads, picks, packs, fulfills, distributes, loads, unloads, or otherwise provides warehouse-related Services. The currently identified New York facilities include 80 Sheridan Blvd., Inwood, NY 11096; 98 Sheridan Blvd., Inwood, NY 11096; and 2095 New Highway, Farmingdale, NY 11735, together with other facilities ARI may lawfully use or identify in writing.

1. DEFINITIONS; SCOPE; ACCEPTANCE

“ARI,” “WAREHOUSE,” or “Warehouse” means ARI Shipping Corp., including its officers, employees, agents, affiliates, subcontractors, and the warehouse facility or facilities used for the services. “DEPOSITOR,” “Customer,” or “Depositor” means the owner of the goods and any person or entity tendering goods to ARI or requesting services. “GOODS” means all cargo, merchandise, packaging, pallets, equipment, containers, and other property tendered to ARI. “FACILITY” means any of the three ARI warehouse locations identified above and any other location expressly agreed in writing. These Terms govern all storage, handling, transloading, receiving, loading, unloading, pick/pack, fulfillment, inventory, labeling, consolidation, deconsolidation, drayage coordination, and related warehouse services performed by ARI unless a separate written agreement signed by an authorized ARI officer expressly states that specified provisions supersede these Terms. Depositor accepts these Terms by signing them, accepting a quote or rate confirmation that incorporates them, delivering or causing Goods to be delivered to ARI, requesting ARI to perform services, or allowing Goods to remain at a Facility after receiving these Terms. If Goods do not match the description or assumptions provided to ARI, ARI may refuse them or accept them subject to revised rates and these Terms.

2. FACILITY SELECTION; RELOCATION OF GOODS

Unless a specific Facility is guaranteed in a signed writing, Depositor authorizes ARI to receive, store, stage, handle, and relocate Goods at or among 80 Sheridan Blvd., Inwood, NY 11096; 98 Sheridan Blvd., Inwood, NY 11096; and 2095 New Highway, Farmingdale, NY 11735, based on space, safety, operational, insurance, regulatory, or business requirements. ARI may move Goods within a Facility at any time and may move Goods among Facilities upon such notice as is commercially reasonable or legally required. Such relocation does not constitute delivery, conversion, or breach of this Agreement.

3. SHIPMENTS TO AND FROM ARI; CONSIGNEE STATUS

Depositor shall identify itself, and not ARI, as the named consignee or beneficial owner on bills of lading, delivery orders, customs documents, and other contracts of carriage, except that ARI may be shown “in care of” or as warehouse/notify party when appropriate. ARI acquires no title or beneficial ownership in the Goods merely by receiving or storing them. If ARI is incorrectly shown as consignee, importer, owner, buyer, seller, or regulatory responsible party, Depositor shall immediately correct the record and shall defend, indemnify, and hold ARI harmless from all resulting charges, taxes, duties, fines, penalties, demurrage, detention, claims, liabilities, and expenses, including reasonable attorneys’ fees.

4. TENDER, PACKAGING, MARKING, CONDITION, AND CUSTOMER-SUPPLIED MATERIALS

Depositor is solely responsible for ensuring that all Goods are properly packaged, blocked, braced, palletized, crated, wrapped, banded, sealed, marked, labeled, and otherwise prepared for the reasonably foreseeable storage and handling methods. Packaging must be sufficient for the weight, dimensions, fragility, center of gravity, stackability, environmental sensitivity, and transportation characteristics of the Goods. Depositor shall provide all pallets, crates, cartons, dunnage, blocking/bracing, shrink wrap, stretch film, bands, straps, labels, tape, corner boards, absorbents, spill-control supplies, protective coverings, specialized attachments, lifting points, fixtures, and other materials or specialized equipment required for its Goods, unless ARI agrees otherwise in writing. Any materials, equipment, rentals, labor, third-party services, or supplies furnished or procured by ARI will be charged in addition to storage and ordinary handling rates, together with any applicable administrative or handling charges. Customer-owned equipment may not be operated, connected, charged, stored, or used at a Facility without ARI’s prior written approval and compliance with ARI safety rules. ARI may require that specialized handling be performed only by ARI personnel or an approved contractor, at Depositor’s expense. ARI is not a guarantor of the condition, quantity, quality, fitness, packaging, or concealed contents of Goods. ARI is not responsible for concealed shortages, latent or inherent defects, pre-existing damage, ordinary wear, leakage caused by defective packaging or containers, corrosion, oxidation, evaporation, shrinkage, infestation existing before receipt, or damage attributable to inadequate or improper packaging.

5. ACCURATE INFORMATION; HAZARDOUS, REGULATED, SENSITIVE, OR PROHIBITED GOODS

Before tender, Depositor shall provide complete and accurate information regarding the Goods, including commodity, quantity, value, weight, dimensions, country of origin when relevant, handling requirements, stackability, temperature or humidity sensitivity, shelf life, hazardous characteristics, batteries, chemicals, liquids, food or pharmaceutical status, regulatory restrictions, SDS documentation, and any special legal or insurance requirements. No dangerous, hazardous, flammable, explosive, corrosive, toxic, radioactive, infectious, controlled, illegal, stolen, counterfeit, perishable, temperature-controlled, high-value, unusually fragile, or environmentally sensitive Goods may be tendered without ARI’s prior written approval. Silence or incomplete disclosure is not approval. If undisclosed or misdescribed Goods create or may create a risk to persons, property, the Facility, other customers’ goods, or the environment, ARI may isolate, move, return, tender to authorities, arrange emergency response, or dispose of the Goods as ARI reasonably determines necessary, without liability except to the extent liability cannot lawfully be disclaimed. Depositor shall pay all resulting costs and shall defend, indemnify, and hold ARI harmless from all related claims, cleanup, remediation, disposal, fines, penalties, and expenses.

6. STORAGE CONDITIONS; NO WARRANTY OF ENVIRONMENT OR SECURITY

Unless expressly stated in a signed writing, storage is ordinary ambient commercial warehouse storage. ARI does not warrant or guarantee any specific temperature, humidity, ventilation, light exposure, cleanliness classification, pest-free condition, dust level, refrigeration, freezing protection, backup power, water protection, fire-protection performance, sprinkler performance, alarm response time, CCTV coverage, guard service, or other environmental or security condition. Any fences, locks, alarms, cameras, access controls, sprinklers, monitoring, or security measures are maintained for ARI’s general operations and do not constitute a representation, warranty, bailment enhancement, or assumption of insurer-like responsibility for the Goods.

7. STORAGE PERIOD, RATES, ACCESSORIALS, AND ADDITIONAL CHARGES

Storage and handling rates are those stated in the applicable quotation, rate confirmation, schedule, warehouse receipt, or invoice. Unless expressly included, quoted storage rates cover only the storage space and ordinary handling specifically identified. All other work, materials, equipment, services, and expenses are additional. Additional charges may include, without limitation: unloading/loading; container stripping or stuffing; palletizing or depalletizing; re-palletizing; rework; sorting; counting; piece picking; labeling; photos; inspections; sampling; weighing; measurements; inventory reconciliation; cycle counts; returns; disposal; cleanup; spill response; forklift or specialized equipment; crane or rigging; lift-gate; dunnage; packaging; shrink wrap; banding; straps; cartons; pallets; labels; after-hours work; overtime; expedited work; appointments; detention; demurrage; pre-pull; chassis; storage overflow; drayage; delivery; LTL/FTL/rail coordination; customs or bonded services; permits; governmental charges; and third-party costs. If rates were quoted based on weight, dimensions, quantity, commodity, stackability, duration, handling method, or other assumptions that prove inaccurate, ARI may adjust charges to reflect the actual services, space, labor, equipment, risk, or expense incurred.

8. HANDLING; COUNTS; INVENTORY RECORDS

Ordinary handling includes only the labor expressly included in ARI’s quote. Loading, unloading, restacking, floor loading, special lifts, long carries, hand work, non-standard appointments, and additional touches are separately chargeable unless expressly included. Unless ARI specifically agrees in writing to perform and charge for a detailed count or inspection, ARI may rely on container seals, package counts, pallet counts, labels, manifests, shipper’s load and count, and information supplied by Depositor or carriers. Descriptions may be treated as “said to contain,” “shipper’s weight/load/count,” or “contents/condition unknown.” ARI is not responsible for concealed piece-count discrepancies or internal package shortages that could not reasonably be detected during ordinary receiving.

9. DELIVERY ORDERS; RELEASE OF GOODS; THIRD-PARTY CARRIERS

ARI may rely on instructions that reasonably appear to come from Depositor or its authorized representative by email, EDI, portal, telephone confirmation, or other customary business communication. Depositor bears the risk of inaccurate, incomplete, fraudulent, spoofed, or unauthorized instructions unless the loss is caused by ARI’s failure to exercise the care required by applicable law. ARI may require original documents, identification, release numbers, payment, or other verification before releasing Goods. A reasonable processing period shall be allowed for retrieval, staging, loading, documentation, and appointments. When ARI arranges transportation, drayage, delivery, rail, courier, or other third-party services, ARI acts only as an arranger unless ARI expressly agrees otherwise in writing. The performing carrier or contractor remains responsible for its own acts and omissions under its applicable terms. Transportation charges, accessorials, claims, delays, losses, and damages caused by third parties are not ARI’s responsibility except to the extent ARI is legally liable for its own non-waivable conduct.

10. CUSTOMER PERSONNEL, DRIVERS, CONTRACTORS, AND SITE ACCESS

Depositor is responsible for the acts and omissions of its employees, drivers, carriers, vendors, contractors, visitors, and agents while at or around a Facility. All such persons must comply with ARI’s safety, security, PPE,

traffic, loading-dock, equipment, photography, smoking, and access rules. ARI may deny or revoke access at any time. Depositor shall defend, indemnify, and hold ARI harmless from bodily injury, property damage, fines, penalties, and other claims arising from the acts or omissions of Depositor’s personnel, drivers, carriers, contractors, or invitees, except to the extent finally determined to have been caused by ARI’s non-waivable legal fault.

10A. CUSTOMER ACCESS HOURS; AISLE AND EMERGENCY-EGRESS RULES

Customer access to an ARI warehouse is by appointment only. Unless ARI states otherwise for a particular facility or appointment, normal customer access hours are Monday through Friday from 9:00 a.m. to 4:00 p.m. local time, excluding public holidays.

Warehouse rack positions or other space assigned to a Customer do not include common travel lanes, emergency-access areas, loading zones, fire lanes, fire exits, or other common floor areas. With ARI’s authorization, Goods, pallets, materials, or equipment may be temporarily staged in the center or middle of an aisle for a temporary staging period of approximately three to four (3-4) hours, and in no event longer than four (4) hours unless ARI gives written approval, for active receiving, picking, loading, unloading, consolidation, or other operational work. Temporary staging must be promptly removed when the work is complete and must not block, restrict, or obstruct a fire exit, emergency egress route, fire-protection equipment, or other legally required emergency access at any time. ARI may immediately move or require removal of any item that creates an obstruction or safety concern, and related labor or handling may be charged to Customer.

10B. OUTDOOR OR NON-STANDARD STORAGE

Outdoor storage, yard storage, uncovered storage, or other non-standard storage is provided only when expressly accepted by ARI. To the fullest extent permitted by law, such storage is at Customer’s commercial risk with respect to weather, water, temperature, sunlight, wind, dust, corrosion, vandalism, and other conditions inherent in the agreed storage method. Customer must maintain insurance appropriate to the Goods and the storage environment. ARI does not warrant weatherproofing or environmental protection unless a specific protection service is expressly purchased in writing.

11. INSURANCE - CUSTOMER’S SOLE RESPONSIBILITY

GOODS ARE NOT INSURED BY ARI AGAINST LOSS, DAMAGE, THEFT, FIRE, WATER, WEATHER, COLLAPSE, SPRINKLER DISCHARGE, VANDALISM, MYSTERIOUS DISAPPEARANCE, OR ANY OTHER RISK. Depositor shall, at its own expense, maintain cargo/property insurance covering the Goods on an all-risk basis at not less than full replacement value while the Goods are in transit, in storage, being handled, and awaiting pickup or delivery. Upon request, Depositor shall provide certificates or other evidence of insurance satisfactory to ARI. To the fullest extent permitted by law and available under Depositor’s policies, Depositor shall cause its insurers to waive rights of subrogation against ARI, its affiliates, landlords, officers, directors, employees, agents, and subcontractors. Any deductible, self-insured retention, uninsured value, coverage exclusion, denial of coverage, or insurer insolvency remains solely Depositor’s responsibility. If Depositor or its personnel perform work or enter operational areas of a Facility, ARI may require commercially reasonable commercial general liability, workers’ compensation, automobile, and other insurance, with limits and endorsements specified by ARI. Failure by ARI to request proof of insurance does not waive Depositor’s insurance obligations or expand ARI’s liability.

12. STANDARD OF CARE; LIMITATION OF ARI LIABILITY

ARI is a warehouse and bailee, not an insurer. ARI is liable for physical loss of or damage to Goods only to the extent directly caused by ARI’s failure to exercise the degree of care required of a warehouse under applicable law. ARI is not liable for loss or damage that could not have been avoided through the exercise of such care, and no contractual provision shall be construed to waive a duty that applicable law does not permit ARI to waive. TO THE FULLEST EXTENT PERMITTED BY LAW, IF ARI IS LEGALLY LIABLE FOR LOSS OF, DAMAGE TO, OR DESTRUCTION OF GOODS, ARI’S MAXIMUM LIABILITY SHALL BE LIMITED TO THE LEAST OF: (A) THE ACTUAL COST TO DEPOSITOR OF REPLACING OR REPRODUCING THE LOST OR DAMAGED GOODS, PLUS REASONABLE INBOUND TRANSPORTATION COST TO THE FACILITY; (B) THE FAIR MARKET VALUE OF THE LOST OR DAMAGED GOODS ON THE DATE DEPOSITOR IS NOTIFIED OF THE LOSS OR DAMAGE; (C) FIFTY (50) TIMES THE MONTHLY STORAGE CHARGE APPLICABLE TO THE PORTION OF GOODS ACTUALLY LOST OR DAMAGED; OR (D) $0.50 PER POUND OF THE PORTION OF GOODS ACTUALLY LOST OR DAMAGED, EXCLUSIVE OF PALLET, CONTAINER, OR OTHER TARE WEIGHT. IN NO EVENT SHALL ARI BE LIABLE FOR MORE THAN DEPOSITOR’S ACTUAL OWNED INTEREST IN THE GOODS. The foregoing limitation is Depositor’s exclusive monetary remedy against ARI for claims involving loss, damage, destruction, inventory shortage, or mysterious disappearance of Goods, regardless of the legal theory asserted, except to the extent applicable law makes a limitation ineffective. No presumption of conversion shall apply where such presumption may lawfully be waived; Depositor must establish any alleged conversion by affirmative evidence. At the time of contracting or within a reasonable time after receipt, Depositor may request in writing a higher declared liability value for specified Goods. Any increase is effective only if ARI expressly accepts it in writing before the loss and Depositor pays the additional rate quoted by ARI. Declaring a value for customs, commercial invoices, bills of lading, insurance, accounting, or other purposes does not increase ARI’s liability unless ARI separately accepts the increased value in writing and charges the corresponding increased rate. Any limitation of liability is subject to any exception that applicable law makes non-waivable, including any limitation that is ineffective as to conversion by ARI to its own use.

13. EXCLUDED DAMAGES; NO CONSEQUENTIAL OR SPECIAL DAMAGES

TO THE FULLEST EXTENT PERMITTED BY LAW, ARI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLIER, LIQUIDATED, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST SALES, LOSS OF MARKET, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, PRODUCTION DELAY, CHARGEBACKS, PENALTIES ASSESSED BY A CUSTOMER OR MARKETPLACE, DEMURRAGE OR DETENTION CAUSED BY THIRD PARTIES, OR DAMAGES ARISING FROM DELAY, EVEN IF ARI WAS ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

14. MIS-SHIPMENT; INVENTORY DISCREPANCIES; CHARGEBACKS

If ARI negligently releases or ships Goods to an incorrect destination or consignee, ARI may, at its option, arrange and pay the reasonable transportation cost to return the mis-shipped Goods to the Facility. If the Goods cannot reasonably be recovered, ARI’s maximum liability is subject to the limitation in Section 12. ARI is not liable for loss of profits, marketplace penalties, customer penalties, loss of use, or damages arising from a consignee’s acceptance, use, resale, alteration, or disposal of mis-shipped Goods. ARI is not responsible for inventory variances, scan errors, concealed shortages, count discrepancies, or mysterious disappearance unless Depositor proves that the loss was directly caused by ARI’s failure to exercise the care required by applicable law. ARI shall not be responsible for retail, marketplace, vendor-compliance, or customer chargebacks of any kind.

15. EVENTS OUTSIDE ARI’S CONTROL; FORCE MAJEURE

ARI is not liable for delay, nonperformance, loss, or damage caused by events outside its reasonable control, including fire; flood; storm; hurricane; tornado; earthquake; lightning; water intrusion; sprinkler discharge; building or roof failure; utility interruption; power outage; HVAC failure; cyberattack; malware; communications outage; theft or criminal acts of third parties; vandalism; civil unrest; strikes; labor shortages; transportation interruption; port, terminal, rail, roadway, or government closure; embargo; seizure; governmental action; epidemic or public-health emergency; acts of war or terrorism; pests or vermin; or any comparable event beyond ARI’s reasonable control. Depositor remains responsible for storage and protection- related charges incurred during such events.

16. INDEMNIFICATION

Depositor shall defend, indemnify, and hold harmless ARI, its affiliates, landlords, officers, directors, employees, agents, and subcontractors from and against all third-party claims, demands, suits, liabilities, losses, fines, penalties, taxes, duties, damages, cleanup costs, remediation expenses, recalls, transportation charges, demurrage, detention, liens, and reasonable attorneys’ fees arising out of or relating to: (i) the Goods or their ownership, manufacture, defect, condition, packaging, contents, labeling, regulatory status, sale, use, or recall; (ii) inaccurate or incomplete information supplied by Depositor; (iii) undisclosed hazardous or regulated characteristics; (iv) Depositor’s breach of this Agreement; (v) acts or omissions of Depositor’s carriers, contractors, employees, customers, or invitees; or (vi) any claim by a person asserting an ownership, security, or other interest in the Goods, except to the extent finally determined to have been caused by ARI’s non-waivable legal fault.

17. CLAIMS; INSPECTION; TIME LIMITS

Depositor shall inspect Goods promptly upon delivery or pickup. Any claim against ARI must be submitted in writing with sufficient supporting documentation no later than the earlier of: (i) sixty (60) days after delivery of the affected Goods by ARI; or (ii) sixty (60) days after ARI gives written notice of known loss or damage. Concealed damage should be reported immediately after discovery. No lawsuit, arbitration, or other action against ARI relating to loss of or damage to Goods may be maintained unless a timely written claim was first submitted and the action is commenced no later than the earlier of: (i) nine (9) months after delivery by ARI; or (ii) nine (9) months after ARI gives written notice of the loss or damage, subject to any longer period that applicable law makes mandatory.

Depositor shall preserve all packaging, photographs, seals, documents, and other evidence relevant to a claim and shall give ARI and its insurer a reasonable opportunity to inspect the Goods before disposal, repair, salvage, or alteration, except where immediate action is reasonably necessary for safety.

18. PAYMENT; NO SETOFF; WAREHOUSE LIEN; RIGHT TO WITHHOLD DELIVERY

Invoices are due as stated on the applicable quotation or invoice, or, if no term is stated, upon receipt. Depositor may not withhold, deduct, offset, recoup, or charge back amounts owed to ARI based on an unliquidated claim without ARI’s prior written consent. Past-due amounts may incur the maximum service charge permitted by applicable law, plus reasonable collection costs and attorneys’ fees where recoverable. ARI claims a general warehouse lien and all other liens available under applicable law against the Goods and proceeds in its possession for storage, preservation, transportation, demurrage, terminal charges, insurance, labor, materials, advances, accessorials, expenses, and other lawful charges relating to the Goods, and, to the extent permitted by law and stated in this Agreement, for balances owed on other Goods or accounts of Depositor. ARI may require payment in full before release and may enforce its lien in accordance with applicable law.

19. TERMINATION; REMOVAL; ABANDONED OR DETERIORATING GOODS

ARI may require removal of some or all Goods upon written notice consistent with applicable law. Depositor shall promptly remove Goods when requested and pay all charges through removal. If Goods are not removed, ARI may continue charging storage and may exercise lien, sale, return, disposal, or other remedies available by law. If ARI reasonably believes Goods are deteriorating, leaking, unsafe, contaminated, unlawful, abandoned, or likely to fall below the amount secured by ARI’s lien, ARI may take commercially reasonable protective action, including isolation, relocation, emergency handling, return, sale, or lawful disposal, subject to legally required notice. Depositor is responsible for all resulting expenses.

20. RECALLS; GOVERNMENT ACTION; BONDED OR REGULATED GOODS

Depositor is solely responsible for product recalls, market withdrawals, regulatory holds, reporting, testing, and compliance obligations relating to the Goods. ARI will not initiate a recall unless instructed in writing by Depositor or required by law. All recall-related labor, storage, segregation, handling, transportation, disposal, and other costs are for Depositor’s account. ARI is not responsible for Goods seized, detained, sampled, inspected, destroyed, released, or removed by customs, law enforcement, regulators, or other governmental authorities, except to the extent caused by ARI’s non-waivable legal fault. Bonded, regulated, inspection-intensive, or special-permit services are subject to additional charges and separate requirements.

21. OWNERSHIP AND AUTHORITY TO STORE

Depositor represents and warrants that it owns the Goods or has lawful possession and full authority to store, handle, transfer, and dispose of them as instructed. Depositor shall defend, indemnify, and hold ARI harmless from claims concerning title, ownership, liens, security interests, intellectual property, counterfeit status, or authority over the Goods.

22. CONFIDENTIALITY; ELECTRONIC COMMUNICATIONS; CYBER RISK

Each party shall use commercially reasonable measures to protect non-public business information received from the other. ARI may disclose information as reasonably necessary to carriers, contractors, insurers, auditors, professional advisers, lenders, landlords, affiliates, government authorities, or service providers involved in the services or where disclosure is required by law. Depositor authorizes routine electronic communications and acknowledges the risk of email compromise, spoofing, ransomware, portal compromise, and other cyber events. ARI may adopt verification procedures for

changes to delivery instructions, bank details, destinations, or release orders, but no procedure guarantees prevention of fraud. Depositor must promptly report suspected compromise.

23. NO WARRANTIES; NO THIRD-PARTY BENEFICIARIES

Except for obligations expressly stated in this Agreement, ARI makes no express or implied warranties, including warranties of merchantability, fitness for a particular purpose, uninterrupted service, or suitability of a Facility for any particular commodity. These Terms are for the benefit of ARI and Depositor only; no carrier, consignee, purchaser, insurer, lender, vendor, or other third party is an intended beneficiary except to the extent an indemnified ARI party is expressly protected.

24. GOVERNING LAW; VENUE; JURY WAIVER

This Agreement and the relationship of the parties are governed by New York law, including Article 7 of the New York Uniform Commercial Code where applicable, without regard to conflict-of-law principles. Except for lien enforcement or emergency relief that may be pursued where Goods or property are located, any action arising from or relating to this Agreement shall be brought exclusively in the state courts located in Nassau County, New York, or the United States District Court for the Eastern District of New York, and each party consents to such jurisdiction and venue. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE GOODS, SERVICES, OR THIS AGREEMENT.

25. SEVERABILITY; WAIVER; ASSIGNMENT; ORDER OF PRECEDENCE; SURVIVAL

If any provision is held invalid or unenforceable, it shall be enforced to the maximum lawful extent and the remaining provisions remain in effect. ARI’s delay or failure to enforce a provision is not a waiver. Depositor may not assign this Agreement or transfer rights in the Goods without ARI’s prior written consent. In the event of inconsistency, a later writing signed by an authorized ARI officer that specifically identifies the provision being changed controls over these Terms; otherwise these Terms control over purchase orders, routing guides, vendor manuals, customer portals, or other unilateral terms supplied by Depositor. Sections concerning payment, liens, insurance, liability, indemnity, claims, excluded damages, confidentiality, and dispute resolution survive delivery and termination.

26. ENTIRE AGREEMENT; AMENDMENTS

These Terms, together with the applicable written rate quotation, service order, warehouse receipt, or statement of work issued or accepted by ARI, constitute the complete agreement concerning the services and supersede prior oral or written statements on the same subject. No amendment or waiver is effective unless in writing and signed by an authorized ARI officer, except that ARI may update generally applicable operating rules, safety rules, accessorial charges, and rate schedules prospectively upon notice to Depositor.

Material Risk Acknowledgment

• I acknowledge that ARI Shipping Corp. does NOT insure my Goods and that I am responsible for maintaining cargo/property insurance at full replacement value. ☐ I acknowledge that I am responsible for adequate packaging, pallets, dunnage, labels, specialized equipment, and materials, and that anything furnished or procured by ARI is an additional charge unless expressly included in writing. ☐ I acknowledge the limitation of ARI liability in Section 12 and understand that I may request a higher declared liability value in writing, subject to ARI’s written acceptance and additional charges. ☐ I acknowledge that ARI may store or relocate Goods among the three ARI Facilities identified in this Agreement, subject to applicable law. ☐ I have authority to bind the Depositor and agree to all Terms and Conditions above.

PART III - BROKER-MOTOR CARRIER TERMS

Applicability. Applies when a motor carrier accepts transportation arranged by ARI in ARI’s property-broker capacity, including where incorporated into carrier onboarding, rate/load confirmations, pickup records, or a separately executed broker-carrier agreement. For this Part, BROKER means ARI Shipping Corp. and CARRIER means the motor carrier that accepts or performs the transportation.

1. Authority; Status; Representations

CARRIER represents and warrants that it is and will remain a duly authorized motor carrier of property, will transport each shipment under its own active operating authority, and has not had that authority revoked, suspended, placed out of service or rendered inactive. CARRIER shall immediately notify BROKER of any threatened or actual change in authority, ownership/control, insurance or safety status.

CARRIER is an independent contractor and not an employee, agent, partner or joint venturer of BROKER or BROKER’s customer. CARRIER has sole and exclusive control over the manner, means and method of transportation and over its employees, drivers, owner-operators, contractors and equipment.

2. Safety and Legal Compliance

CARRIER shall comply with all federal, state and local safety and transportation laws applicable to its operations, including driver qualification, licensing, controlled-substance/alcohol testing, hours of service, vehicle inspection/maintenance, load securement, hazardous materials, sanitation/food transport when applicable, workers’ compensation and required insurance.

CARRIER is solely responsible for management, discipline, direction and control of its drivers and vehicles. Safe and legal operation supersedes every service request, appointment, customer preference, delivery schedule or instruction from BROKER or any shipper. CARRIER shall not operate unsafely or unlawfully to meet an appointment or requested transit time.

CARRIER shall not have an “Unsatisfactory” FMCSA safety rating and shall immediately disclose a “Conditional” rating or comparable adverse future designation. CARRIER shall not transport a BROKER shipment while under an out-of-service order or when CARRIER knows its authority or required insurance is not valid.

3. Carrier Qualification Information; Continuing Duty to Update

CARRIER warrants that all information supplied to BROKER for onboarding or qualification is true, complete and not misleading, including legal name, DBA, USDOT/MC numbers, addresses, phone numbers, email domains, ownership/control, insurance, equipment, operating history, safety information and bank/payment information.

CARRIER shall promptly update BROKER if any material information changes and shall cooperate with reasonable identity, authority, insurance, fraud-prevention and safety verification. CARRIER authorizes BROKER to verify information with FMCSA, insurers, insurance agents, public databases and commercially reasonable carrier-vetting services.

4. No Rebrokering, Co-Brokering, Interlining or Unauthorized Subcontracting

CARRIER shall transport each shipment using equipment owned or lawfully leased to CARRIER and operated under CARRIER’s authority and insurance. CARRIER shall not re-broker, co-broker, assign, interline, warehouse, subcontract or transfer a shipment to another carrier or person operating under different authority without BROKER’s prior written consent.

Properly leased owner-operators operating under CARRIER’s authority and insurance pursuant to applicable leasing regulations are permitted only if CARRIER performs legally required screening, qualification, supervision and safety monitoring and remains fully responsible for them.

Unauthorized rebrokering is a material breach. BROKER may withhold payment, pay the actual delivering carrier directly, offset resulting costs, terminate CARRIER immediately and pursue indemnity and consequential losses caused by the violation, to the extent permitted by law.

5. Equipment; Drivers; Cargo Suitability

CARRIER shall provide safe, roadworthy, clean, dry, odor-free and commodity-appropriate equipment and qualified drivers. CARRIER shall inspect equipment before use and shall not knowingly provide equipment previously contaminated or unsuitable for the commodity.

CARRIER is responsible for determining whether the shipment can be lawfully and safely transported on the offered equipment, including axle/gross weight, dimensions, permits, securement and routing. CARRIER shall refuse or request correction of any load it reasonably believes is unsafe, overweight, improperly secured or otherwise unlawful.

6. Loading, Securement and Acceptance

Where shipper or warehouse personnel load the trailer, CARRIER remains responsible, to the extent imposed by applicable law, for inspecting the load before departure for apparent securement, distribution, condition and legal weight that a reasonably prudent carrier/driver can identify. If inspection is impossible because a sealed load is tendered, CARRIER shall note that condition on the shipping document and comply with applicable law.

CARRIER shall not depart an ARI or customer facility if CARRIER knows or reasonably should know that the vehicle, load, securement or weight presents a safety or legal violation. Any concern must be raised before gate-out.

7. Bill of Lading; Cargo Custody and Risk Transfer

CARRIER shall sign or electronically acknowledge the applicable bill of lading, pickup record or other receipt. A shipper’s or warehouse’s insertion of BROKER’s name in a carrier field for convenience does not change BROKER’s legal status as property broker or make BROKER a motor carrier.

Unless mandatory law or a signed shipment-specific agreement establishes a different point, CARRIER becomes fully responsible for cargo loss, damage, theft and custody when CARRIER takes or receives possession of the freight and the freight is loaded/accepted for transportation, whether or not a bill of lading has yet been signed. CARRIER’s cargo responsibility continues until proper delivery to and acceptance by the consignee.

For pickups from an ARI warehouse, once CARRIER has accepted the freight and the loaded vehicle is released from the dock/loading area or exits the facility gate, CARRIER has exclusive custody of the freight and sole operational responsibility for the vehicle and driver. Nothing in this clause makes CARRIER responsible for injury or damage caused solely by ARI’s non-waivable fault before transfer; however, CARRIER remains responsible for all CARRIER operations and conduct.

8. Carrier Operational Responsibility After Pickup

From the time CARRIER takes operational control of its vehicle at pickup, and in all events after the loaded vehicle leaves the pickup premises, CARRIER is solely responsible for vehicle operation, driver conduct, routes, stops, parking, security, accident avoidance, traffic compliance, hours of service, inspections, permits, load securement, theft prevention and all other transportation operations through delivery.

BROKER does not have and shall not exercise control over how CARRIER drives, routes, maintains, parks or operates its vehicle. Scheduling, check calls, tracking requests, delivery appointments, customer requirements and service-level communications do not create operational control and may never be interpreted as an instruction to violate safety law.

9. Indemnity; Bodily Injury; Death; Property Damage

To the fullest extent permitted by law, CARRIER shall defend, indemnify and hold harmless BROKER, ARI Shipping Corp., its affiliates, warehouses, customers, shippers, consignees, owners, officers, directors, employees and agents from claims, suits, demands, losses, damages, judgments, fines, penalties, costs and reasonable attorneys’ fees arising out of or relating to CARRIER’s performance, including cargo loss/damage/theft, delay, property damage, environmental release, bodily injury or death, and acts or omissions of CARRIER’s drivers, employees, owner-operators, agents or any person CARRIER entrusts with performance.

The duty to defend applies upon tender of a claim that falls within this provision and includes reasonable defense costs as incurred. CARRIER’s indemnity is not reduced by insurance limits, deductibles, exclusions, reservation of rights or denial of coverage. This provision shall be enforced to the maximum extent permitted by law and does not require indemnification for the portion of liability finally determined to have been caused by an indemnified party’s sole gross negligence or willful misconduct where such shifting is prohibited.

10. Insurance

Unless BROKER approves different limits in writing for a particular program, CARRIER shall maintain at its expense:

• Commercial General Liability of at least $1,000,000 each occurrence / $2,000,000 aggregate.Automobile Liability/BIPD of at least $1,000,000 combined single limit for all owned, hired, leased and non-owned vehicles used for BROKER shipments, or higher limits required by law/commodity.Motor Truck Cargo coverage of at least $250,000 per occurrence or the declared shipment value accepted by CARRIER, whichever is greater, unless BROKER approves a lower limit in writing.Workers’ Compensation as required by law and Employer’s Liability of at least $1,000,000.Pollution/hazardous-material, MCS-90 and umbrella/excess coverage when required by law, commodity, lane or BROKER’s written requirements.

Where commercially available, policies shall name BROKER and its affiliates as additional insureds for CARRIER’s operations on CGL and auto liability, be primary and noncontributory to insurance maintained by BROKER for liabilities arising from CARRIER operations, and include waiver of subrogation in favor of BROKER where lawful. CARRIER shall provide certificates and, upon reasonable request, endorsements or relevant policy portions.

CARRIER authorizes BROKER and BROKER’s insurer to verify coverage directly with CARRIER’s insurer/agent and authorizes disclosure of policy status, endorsements and claim-related reservation/denial information to the extent legally permissible. CARRIER shall immediately notify BROKER of cancellation, nonrenewal, material reduction or threatened termination.

11. Cargo Liability and Claims

CARRIER’s cargo liability shall be determined under the Carmack Amendment, 49 U.S.C. 14706, when applicable, and otherwise under applicable transportation law and this Agreement. Insurance exclusions do not reduce CARRIER’s contractual or statutory cargo liability.

No tariff, bill of lading, service guide, released value, limitation, deductible or other carrier term shall limit cargo liability unless BROKER expressly agrees in writing before pickup and, where required, shipper consent has been obtained. CARRIER shall process cargo claims in accordance with applicable law and 49 C.F.R. Part 370 when applicable.

CARRIER shall preserve salvage and shall not sell, dispose of or return claimed cargo without BROKER’s written instruction except where immediate action is required by law or safety.

12. Rates, Accessorials and Payment

Shipment rates and agreed accessorials are set forth in BROKER’s written/electronic rate confirmation or load confirmation, incorporated for commercial terms only. CARRIER shall not assess detention, layover, stop-off, TONU, lumper, storage, fuel or other accessorial charges unless stated in the confirmation or subsequently approved in writing/electronically by BROKER.

BROKER shall pay undisputed properly documented charges according to the payment term stated on the rate confirmation or, if none, thirty (30) days after receipt of CARRIER’s invoice and proof of delivery. CARRIER shall not seek payment from shipper, consignee or BROKER’s customer unless legally permitted and only after giving BROKER at least fifteen (15) business days written notice of an undisputed past-due invoice.

CARRIER waives any lien on cargo to the fullest extent permitted by law and shall not withhold, detain or sell cargo to secure payment.

13. Fraud, Identity Theft and Cybersecurity

CARRIER shall maintain reasonable controls to prevent cargo theft, identity theft, email compromise, fictitious pickup and unauthorized dispatch. CARRIER shall use only authorized dispatchers and contact information disclosed to BROKER and shall promptly report suspected compromise.

CARRIER shall independently verify any requested change to pickup location, delivery location, payment/bank information, driver identity or operating authority when circumstances are inconsistent with the original load confirmation. CARRIER is responsible for losses arising from its release of a shipment to an unauthorized person or from unauthorized rebrokering.

14. Records, Tracking and Cooperation

CARRIER shall maintain legally required driver, vehicle, insurance, safety, shipment and delivery records and shall provide reasonable proof of pickup/delivery and incident information. CARRIER shall cooperate promptly in cargo, accident, theft, regulatory and insurance investigations and preserve electronic logs, photographs, telematics and relevant records after notice of an incident.

If CARRIER agrees to shipment tracking, CARRIER authorizes reasonable tracking through its dispatch system, ELD-integrated platform or driver device subject to applicable privacy law. Tracking does not give BROKER control over driving operations.

15. 49 U.S.C. 14101(b); Contract Controls

The parties intend this Agreement to constitute a contract for specified transportation services under 49 U.S.C. 14101(b). To the extent permitted, the parties waive rights and remedies under Part B of Subtitle IV of Title 49 that conflict with this Agreement, except rights/remedies the parties cannot lawfully waive.

This Agreement supersedes inconsistent terms in CARRIER tariffs, service guides, websites, bills of lading, rate confirmations or other CARRIER-generated documents unless BROKER specifically agrees to the modification in a signed writing by an authorized officer.

16. No Back-Solicitation and Confidentiality

During the term and for twelve (12) months after termination, CARRIER shall not knowingly solicit or accept direct transportation business from a shipper/customer first introduced to CARRIER solely through BROKER, except for customers with whom CARRIER can document a preexisting business relationship. This restriction shall be enforced only to the extent permitted by applicable law.

CARRIER shall keep confidential BROKER and customer rates, lanes, contacts, volumes, shipment information, credentials and non-public business information and use them only to perform the Services. BROKER may seek injunctive relief for misuse of confidential information or unauthorized solicitation.

17. Termination and Immediate Suspension

Either party may terminate this Agreement on thirty (30) days written notice. BROKER may immediately suspend or terminate CARRIER for inactive/revoked authority, out-of-service status, material insurance deficiency, material safety concern, unauthorized rebrokering, cargo theft/fraud, material breach, misrepresentation or conduct reasonably presenting an imminent risk to freight or the public.

Termination does not affect obligations concerning loads already accepted, payment, cargo claims, indemnity, confidentiality, insurance, record preservation or other provisions intended to survive.

18. Disputes; Law; Venue; Jury Waiver

Except for mandatory federal transportation law, this Agreement is governed by New York law. Any litigation shall be filed in a state or federal court located in New York in a venue legally proper for BROKER, unless the parties separately initial an arbitration addendum. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES WAIVE TRIAL BY JURY.

The prevailing party in an action to enforce indemnity, confidentiality, no-rebrokering, no-solicitation, lien waiver or payment provisions may recover reasonable attorneys’ fees and costs to the extent permitted by law.

19. Entire Agreement; Electronic Transactions; Severability; Survival

This Agreement and shipment-specific rate confirmations contain the parties’ complete agreement concerning the subject matter. Handwritten or electronic modifications by CARRIER are ineffective unless specifically accepted by an authorized BROKER representative. Electronic signatures and counterparts are effective.

If a provision is invalid, it shall be enforced to the maximum lawful extent and the remainder remains effective. No waiver is continuing. Representations, cargo obligations, indemnities, payment, confidentiality, dispute provisions and other provisions intended by nature to survive shall survive termination.

PART IV - SHIPPER-PROPERTY BROKER TRANSPORTATION TERMS

Applicability. Applies between ARI and a shipper/customer when ARI acts solely as a transportation/property broker arranging motor-carrier transportation and does not itself undertake motor-carrier transportation. For this Part, BROKER means ARI Shipping Corp. and SHIPPER means the Customer requesting the brokered transportation.

1. Services and Broker Role

SHIPPER authorizes BROKER to arrange transportation by duly authorized motor carriers and related providers. BROKER’s responsibility is to arrange transportation and does not include actually operating or driving motor carrier equipment. BROKER is not a motor carrier solely because its name appears on a shipping document or because it communicates instructions, appointments or tracking requests.

BROKER may select and engage carriers in its reasonable business judgment and may use other authorized intermediaries only as permitted by law, SHIPPER instructions and written agreements. No volume commitment exists unless stated in a written schedule.

2. Shipper Information, Packaging and Compliance

SHIPPER shall provide accurate commodity descriptions, freight class when applicable, weights, dimensions, values, origin/destination, special handling, delivery requirements, hazardous-material status and information reasonably necessary to arrange safe/legal transportation.

SHIPPER is responsible for packaging, palletizing, marking, labeling, loading instructions, dangerous-goods declarations and product/regulatory compliance unless BROKER expressly accepts a specific responsibility in writing. SHIPPER shall not tender prohibited or undisclosed hazardous/high-risk freight.

3. Carrier Agreements and Carrier Responsibility

BROKER shall maintain written carrier agreements requiring carriers to transport under their own authority; maintain required insurance; comply with safety law; prohibit unauthorized rebrokering; accept cargo responsibility under applicable law; and defend/indemnify BROKER for claims arising from carrier operations, subject to applicable law.

The performing carrier is responsible for vehicle operation, driver qualification/supervision, route, hours of service, maintenance, legal weight, load securement and cargo custody once accepted. No requested appointment or schedule from BROKER or SHIPPER authorizes unsafe or unlawful operation.

4. Carrier Selection and Safety Risk Allocation

BROKER will use a documented carrier qualification process based on information reasonably available at the time of selection, which may include operating authority, insurance, out-of-service status, safety information and identity/fraud indicators. BROKER does not warrant that a carrier will remain free of accidents, violations, theft, fraud or regulatory changes after selection.

SHIPPER shall disclose before tender any carrier requirements, prohibited-carrier lists, minimum insurance limits, safety criteria, high-value security protocols, hazmat qualifications or other selection criteria exceeding BROKER’s standard program. BROKER is not responsible for an undisclosed shipper-specific selection standard.

If SHIPPER nominates or requires a carrier, BROKER’s scheduling, communication, payment or documentation concerning that carrier is not a representation that BROKER selected or endorsed the carrier. SHIPPER assumes responsibility for its nominated selection and shall defend and indemnify BROKER from claims arising from that carrier’s operations except to the extent caused by BROKER’s own non-waivable fault.

5. Custody and Carrier Operations

Cargo custody transfers to the performing carrier in accordance with applicable law and the governing carriage contract. Once the carrier accepts possession, the carrier is responsible for cargo custody, theft prevention, load securement, legal weight and transportation through delivery.

After pickup, the carrier has sole operational control over its driver and vehicle, including routes, parking, stops, hours of service, maintenance and traffic safety. Tracking, check calls, appointments and customer-service communications do not constitute BROKER control over driving operations.

6. Rates, Accessorials and Payment

Rates will be confirmed by written/electronic quote or rate confirmation and may be adjusted for changes in weight, dimensions, commodity, equipment, route, service level, fuel, market conditions or SHIPPER instructions. Accessorial charges including detention, layover, TONU, lumper, stop-off, storage, redelivery, tolls, permits and special equipment are payable when incurred and reasonably documented.

SHIPPER shall pay BROKER invoices according to agreed credit terms without setoff. A billing dispute must be submitted in writing within thirty (30) days, but undisputed amounts remain due. Past-due amounts may accrue the lesser of 1.5% per month or the maximum lawful rate plus reasonable collection costs.

7. Cargo Claims

The performing motor carrier is principally responsible for cargo loss/damage under the Carmack Amendment when applicable and the carrier contract. BROKER will reasonably assist SHIPPER in presenting a carrier claim but does not assume motor-carrier cargo liability merely by assisting.

SHIPPER must promptly notify BROKER of loss/damage, preserve evidence and comply with applicable carrier claim and lawsuit time limits. BROKER does not guarantee carrier claim payment.

Unless BROKER expressly assumes liability in a signed writing, BROKER is liable only for direct damages proximately caused by BROKER’s own breach of a legal duty, subject to applicable law and the limitations below.

8. Insurance

BROKER will maintain FMCSA financial responsibility required for its broker authority and such business insurance as BROKER determines appropriate. SHIPPER is responsible for cargo insurance on its Goods and should not rely solely on a carrier’s cargo policy, which may contain exclusions.

If SHIPPER requests cargo insurance through BROKER, coverage exists only if BROKER confirms in writing that a policy/certificate has been issued for the specific shipment and SHIPPER pays the premium.

9. Indemnification

SHIPPER shall defend, indemnify and hold BROKER harmless from claims arising from SHIPPER’s inaccurate information, cargo characteristics, packaging/loading performed by SHIPPER, dangerous goods, product defects, regulatory violations, SHIPPER-nominated carriers/contractors or SHIPPER negligence/willful misconduct, except to the extent caused by BROKER’s own non-waivable fault.

BROKER remains responsible for its own negligence or willful misconduct to the extent imposed by applicable law. Carrier-caused claims are allocated to the carrier under BROKER’s carrier agreement and applicable law.

10. Excluded Damages; Non-Waivable Claims

To the fullest extent permitted by law, BROKER and its officers/employees shall not be liable for special, indirect, incidental, punitive or consequential damages, lost profits, lost sales, business interruption, loss of market, retailer penalties or chargebacks arising from transportation delay, loss or damage unless BROKER specifically accepted that liability in a signed writing before tender and applicable law permits it.

Nothing in this Agreement limits liability that applicable law makes non-waivable. In particular, the parties acknowledge that contract language cannot prevent an injured third party from asserting a legally recognized negligent carrier-selection claim. Risk is instead addressed through documented carrier qualification, carrier insurance and contractual carrier indemnity.

11. Independent Contractors; No Carrier Control

BROKER and SHIPPER are independent contractors. Motor carriers are independent contractors and not employees or agents of BROKER. BROKER does not control carrier drivers, vehicles, routes, parking, hours, maintenance, safety decisions or methods of transportation.

12. Confidentiality; Non-Circumvention

Each party shall protect the other’s non-public rates, customer/carrier information, shipment data and commercial terms and use them only for the relationship. SHIPPER shall not knowingly use carrier contact/rate information obtained solely through BROKER to circumvent BROKER for the same traffic during the term and for twelve (12) months thereafter, to the extent permitted by law, unless the carrier relationship preexisted and is documented.

13. Force Majeure; Suspension; Term

Neither party is liable for failure caused by events beyond reasonable control, including severe weather, fire, government action, labor disruption, road/terminal closure, cyberattack, carrier embargo or similar force majeure. Payment for services already performed remains due.

This Agreement continues for one year and renews annually unless either party gives thirty (30) days written notice. BROKER may immediately suspend service for nonpayment, sanctions/compliance concerns, unsafe freight, fraud, material breach or unreasonable risk.

14. Law; Venue; Entire Agreement

Except for mandatory federal law, New York law governs. Litigation shall be brought in a state or federal court in New York in a venue legally proper for BROKER. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES WAIVE TRIAL BY JURY.

This Agreement, ARI’s Master Terms and applicable rate confirmations constitute the entire agreement for brokerage Services. In a direct conflict, this Agreement controls over the Master Terms; shipment-specific commercial details control only the commercial detail expressly stated. Severability, no-waiver, electronic-signature and survival principles apply.

PART V - SHIPPER-FREIGHT FORWARDER TRANSPORTATION TERMS

Applicability. Applies only when ARI actually accepts a freight-forwarder or contractual-carrier role for the relevant transportation. It does not convert a property-broker transaction into freight forwarding merely because this Part is published. For this Part, FORWARDER means ARI Shipping Corp. and SHIPPER means the Customer requesting the forwarding service.

1. Forwarder Role and Service

When expressly acting as a freight forwarder, FORWARDER may assemble/consolidate, break bulk, assume responsibility for transportation as required by applicable law and arrange performance by underlying carriers. FORWARDER’s legal responsibility is limited to the capacity actually accepted for the shipment and mandatory law governing that capacity.

A shipment-specific bill of lading, air waybill, ocean house bill or other transportation document that lawfully sets the carrier relationship, route, limits or claims procedure controls to the extent necessarily inconsistent with this Agreement.

2. Shipper Duties

SHIPPER shall provide timely, complete and accurate cargo descriptions, dimensions, weights, values, special handling, temperatures, security requirements, dangerous-goods status and regulatory information. SHIPPER shall use packaging appropriate for the mode and commodity and reasonable theft-prevention protocols.

SHIPPER is responsible for packing, marking, labeling, dangerous-goods declarations and legal compliance unless FORWARDER expressly agrees in writing to perform a specific function.

3. Underlying Carriers

FORWARDER may enter written contracts with underlying motor, rail, air and ocean carriers. To the extent applicable to U.S. motor transportation, FORWARDER will require carriers to comply with safety law, maintain appropriate authority/insurance, accept cargo responsibility under applicable law and refrain from unauthorized rebrokering.

Underlying carriers remain responsible for their drivers, equipment and transportation operations. FORWARDER does not direct the means or methods of driving and no schedule or appointment requires a carrier to violate safety law.

4. Cargo Custody and Modal Liability

FORWARDER’s cargo liability, if any, shall be governed by the mandatory law applicable to the mode and FORWARDER’s legal capacity, including 49 U.S.C. 14706 for domestic motor freight when applicable, the Montreal/Warsaw regime for international air carriage when applicable, U.S. COGSA or other applicable maritime law for ocean carriage, and any lawful liability limitation or released value in the governing transportation document.

For multimodal shipments, the liability regime applicable to the stage where loss occurred shall apply where legally recognized. Where the place/stage of loss cannot be established, the governing house transport document and applicable law determine the result.

SHIPPER may request higher cargo valuation or additional insurance before tender. Any increased value or cargo insurance is effective only after written acceptance and payment of the required additional charge/premium.

5. Carrier Accidents; Independent Carrier Operations

Underlying motor carriers have exclusive responsibility for vehicle maintenance, driver hiring/qualification/supervision, routes, parking, load securement, legal weight, hours of service, traffic compliance and safe operation. FORWARDER’s appointment times, tracking or customer-service communications do not create control of motor carrier operations.

FORWARDER will seek carrier contractual indemnity for claims arising from carrier operations, including property damage, bodily injury and death. Nothing in this Agreement purports to eliminate FORWARDER liability that a court determines is non-waivable under applicable law.

6. Rates and Payment

SHIPPER shall pay agreed forwarding, transportation and accessorial charges without setoff. Rates may be adjusted for actual weight/dimensions, changed routing, fuel/surcharges, equipment, government charges, special handling, inspections, storage, detention/demurrage and market/carrier changes not fixed by a written rate commitment.

FORWARDER may require prepayment or security and may exercise available carrier, warehouse, maritime, contractual and statutory lien rights.

7. Cargo Claims and Time Limits

SHIPPER shall promptly notify FORWARDER of cargo loss/damage, preserve evidence and comply with claim and suit time bars applicable to the governing law and transport document. For domestic motor claims governed by Carmack, applicable statutory/regulatory rules control; for international air/ocean, the applicable convention/statute/document controls.

FORWARDER is not liable for special, incidental or consequential damages relating to cargo loss, damage or delay unless SHIPPER disclosed the specific risk and approximate amount in writing before tender, FORWARDER expressly accepted that liability in writing, and the assumption is lawful.

8. Insurance

FORWARDER shall maintain insurance and financial responsibility required for the authorities under which it operates. SHIPPER shall maintain its own cargo insurance and product/recall insurance appropriate for its Goods. Carrier or forwarder cargo insurance is not a guarantee that every commodity or cause of loss is covered.

SHIPPER is responsible for uninsured values, deductibles and exclusions unless FORWARDER expressly agreed in writing to procure cargo insurance for the shipment.

9. Hazardous Materials and Regulatory Compliance

SHIPPER shall comply with dangerous-goods/hazardous-material laws and provide advance written notice of regulated Goods. SHIPPER shall defend and indemnify FORWARDER from penalties, cleanup costs and liabilities resulting from SHIPPER’s inaccurate dangerous-goods information, packaging, marking or regulatory noncompliance, except to the extent caused by FORWARDER’s non-waivable fault.

10. Indemnification

SHIPPER shall defend, indemnify and hold FORWARDER harmless from claims arising from SHIPPER’s breach, inaccurate information, packaging, product defect, dangerous goods, regulatory violations, customer-selected contractors or SHIPPER negligence/willful misconduct. FORWARDER remains responsible for its own duties to the extent imposed by non-waivable law.

Failure of insurance to respond does not itself extinguish a party’s contractual indemnity obligation.

11. Excluded Damages; Force Majeure

To the fullest extent permitted by law and subject to mandatory modal law, FORWARDER is not liable for indirect, punitive, exemplary or consequential damages, lost profits, market loss, business interruption, chargebacks or penalties owed by SHIPPER to third parties.

FORWARDER is excused from delay/failure caused by events beyond reasonable control, including severe weather, fire, war, terrorism, labor disruption, port/terminal closure, government action, embargo, sanctions, cyberattack, carrier embargo, equipment shortage and transportation-network disruption. SHIPPER remains responsible for protective, storage and alternate-routing charges reasonably incurred.

12. Term; Independent Contractors; Law and Venue

The relationship of SHIPPER and FORWARDER is that of independent contracting parties. Underlying carriers and service providers are independent contractors unless applicable law provides otherwise. Either party may terminate on thirty (30) days written notice, subject to completing accepted shipments and accrued obligations.

Except where mandatory transportation law supplies another rule/forum, New York law governs and litigation shall be brought in a state or federal court in New York in a venue legally proper for FORWARDER. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES WAIVE TRIAL BY JURY.

13. Integration

This Agreement, ARI’s Master Terms, applicable transportation documents and written rate schedules are the complete agreement for these Services. This Agreement controls over the Master Terms in a direct conflict; mandatory law and governing transport documents control where required. No modification is effective unless in writing and accepted by authorized representatives. Electronic signatures are valid.

PART VI - BROKER-FORWARDER / CO-LOAD / INTERMEDIARY TERMS

Applicability. Applies to authorized transactions between ARI and another broker, freight forwarder, NVOCC, logistics intermediary, or co-loader, subject to the role each party actually undertakes and all applicable licensing requirements. In this Part, the party tendering the customer shipment is Party A and the party engaging the performing transportation provider is Party B unless the shipment confirmation states otherwise; ARI may be either Party A or Party B depending on the transaction.

1. Purpose; Transaction-Specific Roles

The parties may cooperate on shipments where one party has the customer relationship and the other party has authority and resources to arrange or provide transportation. For each shipment, the party tendering the customer shipment is Party A and the party engaging the performing carrier, railroad, drayman or other transportation provider is Party B, unless a written shipment confirmation states otherwise.

Nothing in this Agreement changes either party’s legal status or authority. A property broker remains a broker; a freight forwarder remains a freight forwarder to the extent it actually accepts that capacity. Neither party shall describe the other as a motor carrier unless that party is in fact performing transportation under appropriate authority.

2. Customer Authorization; No Unauthorized Co-Brokering

Party A represents that its customer permits the transaction contemplated hereunder and that Party A is not prohibited by contract, law, tariff, bill of lading or other obligation from using Party B.

Party B shall not re-broker, co-broker, subcontract, assign, interline, warehouse or transfer a shipment to another person operating under different authority without Party A’s prior written consent, except that a properly leased owner-operator operating exclusively under the contracting motor carrier’s authority and insurance is not a separate carrier for this purpose.

Any unauthorized re-brokering or identity substitution is a material breach. Party A may withhold payment reasonably related to the affected shipment, pay the actual delivering carrier directly where permitted by law, and pursue all contractual and statutory remedies.

3. Authority; Financial Responsibility; Continuing Qualification

Each party warrants that all operating authority, licenses, permits, registrations, bonds, trusts and insurance required for the services it performs are active and in good standing. Each party shall immediately notify the other of any suspension, revocation, cancellation, lapse, insolvency, ownership/control change, threatened bond or trust cancellation, or material insurance change.

A party acting as a property broker or freight forwarder shall maintain the financial responsibility required by FMCSA, including compliance with then-current BMC-84/BMC-85 rules and replacement/replenishment requirements. A party shall not knowingly tender or arrange a shipment through an intermediary whose required authority or financial responsibility is inactive.

4. Party B Carrier Selection and Written Carrier Contract

When Party B selects the performing motor carrier, Party B shall use a documented carrier-qualification process applied on a reasonable and non-discriminatory basis. At a minimum, Party B shall verify before first use and periodically thereafter, and where commercially reasonable again near dispatch:

• active FMCSA operating authority appropriate to the service;identity and authority consistency, including legal name, USDOT/MC number and contact information;insurance suitable for the shipment, including auto liability and cargo coverage;absence of an FMCSA Unsatisfactory safety rating or out-of-service status, and documented review of material safety information reasonably available;written agreement with the carrier addressing safety, insurance, cargo responsibility, indemnity and prohibition against unauthorized re-brokering;for intermodal drayage, appropriate UIIA participation where required; andany shipper-disclosed special carrier qualifications, equipment, food-safety, hazmat or security requirements.

Neither Party A nor Party B guarantees that a carrier will be accident-free. The purpose of this Section is to document reasonable carrier selection and contractual allocation of carrier operational responsibility.

5. Performing Carrier’s Exclusive Operational Control

The performing motor carrier is an independent contractor. It has sole and exclusive responsibility for hiring, qualifying, training, supervising and controlling its drivers and other personnel; inspecting, maintaining and operating its tractors, trailers and equipment; deciding whether a load can be transported safely and legally; route selection; parking and stopping; hours of service; permits; legal weight; cargo securement; vehicle condition; compliance with traffic and safety laws; and all means and methods of transportation.

No appointment time, rate confirmation, tracking request, routing suggestion, customer instruction or service expectation from either intermediary requires or authorizes a carrier to violate law or compromise safety. A carrier’s safe and legal operating judgment controls over any contrary commercial instruction.

6. Cargo Custody; Transfer to Carrier

The performing carrier’s responsibility for cargo begins when it accepts or takes physical possession or control of the shipment, including when loading is completed into equipment under its control, regardless of whether a paper bill of lading has yet been signed, to the extent permitted by applicable law and the carrier agreement. Responsibility continues until lawful delivery and acceptance by the consignee or other authorized recipient.

Once cargo is in the performing carrier’s custody, neither intermediary shall be deemed to have physical custody merely because it receives tracking data, communicates with the driver, pays the carrier, or is listed on transportation paperwork for convenience.

7. Carrier Accident, Bodily Injury, Death and Property Damage

Party B shall require each motor carrier it selects to defend, indemnify and hold harmless Party B, Party A, their customers, and their respective affiliates, officers, employees and agents from claims, demands, suits, liabilities, judgments, settlements, penalties, fines, losses and reasonable attorneys’ fees arising out of or related to the carrier’s transportation operations, including operation of vehicles, driver acts or omissions, cargo loss/damage/theft, pollution caused by the carrier, property damage, bodily injury and death, except to the extent applicable law prohibits indemnification for the indemnitee’s own fault.

The parties acknowledge that contractual allocation and carrier indemnity do not bar an injured third party from asserting a claim that applicable law permits against an intermediary, including a legally recognized negligent carrier-selection claim. Each party therefore agrees that documented carrier qualification and appropriate insurance are material risk-control obligations, not merely administrative requirements.

8. Carrier Insurance

Party B shall require each selected motor carrier to maintain, at minimum or such higher amounts stated in a shipment confirmation or insurance schedule:

CoverageDefault Requirement, Subject to Counsel/Insurance ApprovalCommercial General Liability$1,000,000 per occurrence / $2,000,000 aggregateAutomobile Liability$1,000,000 combined single limit, or higher amount required by law/commodityCargo Liability$250,000 per occurrence or higher amount required for the shipmentWorkers’ CompensationStatutoryEmployers Liability$1,000,000Pollution / HazmatAs required by law and the commodity, including applicable MCS-90 obligationsInsurance limits do not limit the carrier’s contractual or statutory liability. Certificates shall be issued by authorized insurers and Party B may verify coverage directly with the insurer/producer. Where commercially available and approved by counsel/insurance, carrier policies shall name the protected intermediary interests as additional insureds for applicable liability coverage, be primary/noncontributory, and include waiver of subrogation where appropriate.

9. Cargo Claims

Cargo liability of the performing motor carrier shall be governed by the Carmack Amendment, 49 U.S.C. Section 14706, where applicable, and by other mandatory law for exempt or non-motor transportation. A carrier tariff, released value or other liability limitation shall not bind the other intermediary or shipper unless lawfully incorporated and specifically accepted where required.

The parties shall promptly exchange claim information and preserve documents. Payment of a cargo claim by one party transfers to that party, to the extent of payment, available recovery rights against the responsible carrier or third party.

10. Indemnification Between Intermediaries

Each party shall defend, indemnify and hold the other harmless from third-party claims, losses, fines, penalties, duties, taxes, costs and reasonable attorneys’ fees to the extent arising from the indemnifying party’s breach, misrepresentation, unauthorized brokering, negligent or willful acts, regulatory noncompliance, or acts of carriers/contractors for whose selection or performance that party assumed responsibility under this Agreement.

No indemnity shall require a party to indemnify another for liability that applicable law prohibits shifting. Defense obligations apply as claims are incurred, subject to reasonable cooperation and control of defense.

11. Customer-Nominated or Mandated Carriers

If Party A or the underlying shipper nominates, mandates or contracts directly with a particular carrier and Party B merely assists with scheduling, documents, tender or communication, the party/customer making that selection retains responsibility for its carrier-selection decision. Party B’s administrative interaction with that carrier is not an endorsement or independent selection unless Party B expressly accepts carrier-selection responsibility in writing.

12. Rates; Billing; Payment

Rates, carrier costs, commissions and accessorials are governed by written rate/load confirmations, which are incorporated into this Agreement. The party responsible for carrier payment shall pay the carrier according to the applicable carrier contract regardless of whether that party has collected from its customer, except for amounts lawfully disputed for carrier breach.

Neither party may bill or solicit the other’s customer for charges except as expressly authorized in writing or required by law. Duplicate payment issues shall be resolved promptly and in good faith.

13. No Back-Solicitation; Confidentiality

For twelve (12) months after the last shipment involving a customer first introduced by the other party, neither party shall knowingly circumvent the introducing party to solicit substantially the same transportation business from that customer, except for a demonstrable pre-existing relationship. Counsel should review the duration and remedy for enforceability in the states involved.

Rates, customer identities, shipment information, operational data, credentials and non-public business information are confidential. Disclosure is permitted to carriers, insurers, regulators, attorneys and service providers as reasonably necessary to perform or enforce this Agreement.

14. Fraud, Identity Verification and Cybersecurity

Each party shall use commercially reasonable controls against fictitious pickups, stolen identities, altered payment instructions, phishing, credential compromise and double brokering. A party receiving a request to change carrier identity, bank account, payment destination, dispatch contact, pickup location or other material instruction shall independently verify the change using a trusted contact method before acting when reasonably practicable.

Neither party may knowingly provide account credentials or authentication tokens to an unauthorized party. A material suspected compromise affecting a shipment shall be reported promptly.

15. Independent Contractors; No Agency

The parties are independent contractors. Nothing creates a partnership, joint venture, employment, fiduciary, master-servant or general agency relationship. Each party exclusively controls its own personnel and operations. Performing carriers are independent contractors and neither intermediary controls a carrier driver’s means and methods of driving.

16. Term; Termination; Survival

This Agreement continues for one year and automatically renews for successive one-year periods unless either party gives thirty (30) days written notice. A party may suspend tender immediately for safety, fraud, authority, insurance, financial-responsibility or material-breach concerns.

Payment, confidentiality, indemnity, cargo-claim, non-solicitation, dispute and liability provisions survive termination as applicable to transactions occurring during the term.

17. Force Majeure

A party is excused from non-payment performance prevented by events beyond its reasonable control, including severe weather, fire, war, terrorism, labor disruption, governmental action, cyberattack, network outage, embargo, transportation-network closure or material equipment shortage, provided the affected party acts reasonably to mitigate. Payment for services already rendered remains due.

18. Specified Services; Waiver Under 49 U.S.C. Section 14101(b)

To the extent permitted by 49 U.S.C. Section 14101(b), the parties expressly waive rights and remedies under Part B of Subtitle IV of Title 49 only to the extent inconsistent with this Agreement, except rights/remedies that cannot lawfully be waived.

19. Governing Law; Venue; Jury Waiver

Unless mandatory federal law controls, New York law governs. Exclusive venue for disputes involving ARI shall be the state or federal courts located in Nassau County or the federal district having jurisdiction over Inwood, New York, unless ARI elects another forum required by mandatory transportation law. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES TRIAL BY JURY.

20. Entire Agreement; Priority; Electronic Signatures

This Agreement, shipment confirmations and ARI’s applicable Master Terms constitute the agreement for these transactions. If inconsistent, a signed transaction-specific amendment controls, followed by this Agreement, followed by the Master Terms. Boilerplate on a carrier invoice, confirmation, website or bill of lading does not amend this Agreement unless specifically accepted by an authorized ARI representative.

Electronic signatures and counterparts are binding. Changes require a writing accepted by authorized representatives of both parties.

PART VII - CUSTOMS BROKERAGE AND TRADE COMPLIANCE TERMS

Applicability. Applies whenever ARI performs customs business or related trade-compliance Services under a valid power of attorney and its applicable customs-broker authority. Mandatory customs statutes and regulations remain controlling. For this Part, Client means the importer of record, exporter, drawback claimant, principal, or other party legally entitled to authorize the customs business.

1. Application and Direct Client Relationship

This Addendum applies whenever ARI performs customs business or related trade-compliance services for Client. It supplements ARI’s Master Terms. Customs law, regulations and a valid power of attorney control over any inconsistent contractual term.

ARI shall execute a customs power of attorney directly with the importer of record, drawback claimant or other client as required by 19 C.F.R. Part 111. A freight forwarder, salesperson, consultant, buying agent or other intermediary may facilitate an introduction, but may not substitute for the direct broker-client POA relationship where a direct POA is required. No compensation or referral arrangement may prohibit or prevent direct communication between ARI and the party in interest.

2. Client Authority and Importer/Exporter Responsibility

Client warrants that it has lawful authority to act with respect to the merchandise and that all information and documents supplied to ARI are authentic, complete and accurate. The importer of record remains responsible for exercising reasonable care and for the correctness of entry information as required by law, including classification, valuation, country of origin, admissibility, marking and other matters attributed by law to the importer.

ARI may provide brokerage assistance, recommendations or preliminary classification/origin guidance, but unless ARI accepts a separately scoped written consulting engagement, Client remains responsible for obtaining legal, technical, laboratory, engineering or product-specific advice necessary to substantiate its positions.

3. Information and Documentation

Client shall timely provide all data necessary to prepare entries, exports, security filings, statements and other submissions, including:

• accurate commercial invoices and packing lists;product descriptions sufficient for tariff classification;quantities, weights and transaction values;assists, royalties, proceeds, related-party information and other valuation elements;manufacturing country and facts relevant to substantial transformation/origin;special-program claims, free-trade agreement support and certificates;antidumping/countervailing duty information;Section 201/232/301 or other trade-remedy facts;PGA data, licenses, registrations, permits and certifications;ultimate consignee, importer, exporter, purchaser and related party data;forced-labor, sanctions and supply-chain information; andany fact that could affect admissibility, duty, tax, fee, quota or reporting.

ARI may rely on Client information unless law requires otherwise. ARI has no duty to physically inspect merchandise, test products, audit factories, verify foreign records or independently confirm technical composition unless separately agreed in writing or required by non-waivable law.

4. Classification, Valuation, Origin and Trade Remedies

Client is responsible for the factual accuracy underlying tariff classification, customs value and country of origin. ARI may classify based on information provided and may request specifications, photos, samples, bills of materials, manufacturing flowcharts or rulings when needed.

Unless separately agreed, ARI does not warrant eligibility for a duty preference, exclusion, drawback, Chapter 98 provision, de minimis treatment, antidumping/countervailing duty rate, Section 301 exclusion or other special treatment. Client shall disclose all facts relevant to related-party pricing, assists, royalties, commissions, proceeds, transfer pricing, first-sale claims and origin engineering.

Where legal uncertainty or material exposure exists, ARI may recommend that Client obtain a binding ruling or advice of customs counsel and may decline to file a position ARI reasonably believes lacks support.

5. Partner Government Agencies and Product Compliance

Client is solely responsible for determining whether merchandise is subject to FDA, USDA, CPSC, EPA, FCC, DOT/NHTSA, DEA, ATF, Fish & Wildlife, APHIS, NOAA or any other partner-government-agency requirement, except for specific filing services ARI expressly accepts.

Client shall obtain and maintain all product registrations, test reports, certificates, permits, labeling, recordkeeping and compliance documentation required by the responsible agency. ARI’s transmission of PGA data does not constitute a representation that the product itself complies with substantive safety, labeling, testing or marketing requirements.

6. Forced Labor, Sanctions, Export Controls and Restricted Parties

Client shall maintain commercially reasonable supply-chain due diligence sufficient to support compliance with the Uyghur Forced Labor Prevention Act, Section 307 of the Tariff Act, sanctions administered by OFAC, export controls administered by BIS and other applicable restricted-party or country programs.

Client shall not instruct ARI to transact business involving a sanctioned, blocked or restricted party or prohibited destination without advance written disclosure and all required authorization. ARI may suspend or refuse service when it reasonably identifies sanctions, export-control, forced-labor or other legal risk and may provide information to government authorities as required by law.

7. Customs Bonds

Client is responsible for maintaining a sufficient and valid single-entry or continuous customs bond and for all obligations secured by the bond. ARI’s assistance in procuring a bond does not make ARI the principal on the bond or insurer of Client’s compliance unless ARI separately and expressly undertakes that role.

Client shall promptly provide financial and transactional information requested by the surety. Client is responsible for supplemental duty bills, liquidated damages, bond insufficiency, bond claims and collateral requirements resulting from Client’s import activity, except to the extent finally determined to result solely from ARI’s breach of a non-waivable broker duty.

8. Duties, Taxes, Fees, Advances and Disbursements

Client shall pay all duties, taxes, government fees, harbor maintenance fees, merchandise processing fees, antidumping/countervailing deposits, penalties, storage, exams and other government or third-party charges. Any amount advanced by ARI is a reimbursable advance, not an assumption of Client’s legal obligation.

ARI may require Client to pre-fund duties and disbursements. ARI is not required to advance its own funds. Client shall reimburse ARI immediately for ACH reversals, returned payments, additional duty bills and other sums advanced on Client’s behalf.

9. Customs Examinations, Holds, Seizures and Government Action

ARI does not control CBP or any government agency and is not liable for examinations, holds, intensive exams, sampling, seizure, forfeiture, detention, release delay, laboratory testing, redelivery demands or agency decisions, except for damages proximately caused by ARI’s violation of a non-waivable legal duty.

All exam, manipulation, drayage, storage, demurrage, detention, devanning, labor, destruction, exportation, bond and attorney/consultant costs are for Client’s account unless a written quotation expressly states otherwise.

10. Recordkeeping and Audits

Client shall retain records for all legally required periods and make them available to ARI or government authorities as required by law. Client remains responsible for records created or maintained by Client, foreign suppliers and related entities. ARI shall maintain broker records required by law.

Client shall promptly notify ARI of CBP requests for information, notices of action, penalties, liquidated damages, CF-28/CF-29 requests, audits, prior disclosures, investigations or other matters affecting entries handled by ARI when ARI’s assistance is requested.

11. Corrections, Protests, Rulings and Special Projects

Post-summary corrections, protests, prior disclosures, binding ruling requests, drawback, reconciliation, audits, classification databases, valuation studies, origin studies and other special compliance projects are outside ordinary entry filing unless separately quoted or expressly included.

Deadlines are Client’s responsibility unless ARI expressly accepts a specific deadline in writing. ARI is not responsible for a missed opportunity or remedy where Client did not timely provide complete information and instructions.

12. No Legal, Tax or Product-Safety Representation

ARI is not Client’s law firm, tax adviser, product-testing laboratory, engineer or certifying body. Brokerage and logistics advice is operational in nature. Client should obtain specialized counsel where legal consequences are material or uncertain.

13. Indemnification

Client shall defend, indemnify and hold harmless ARI, its licensed customs brokers, officers and employees from third-party claims, government assessments, duties, taxes, penalties, liquidated damages, fines, seizures, forfeiture costs, storage, demurrage, detention, product recalls, environmental costs and reasonable attorneys’ fees arising from inaccurate or incomplete Client information; product defects or noncompliance; false origin/value/classification facts; forced-labor or sanctions issues; unlawful instructions; or Client’s breach of law or this Addendum.

This indemnity does not require Client to indemnify ARI for the portion of a matter finally determined to have resulted from ARI’s own violation of a non-waivable customs-broker duty, gross negligence or willful misconduct where applicable law prohibits shifting that liability.

14. Limitation of Commercial Damages

To the fullest extent permitted by law, ARI shall not be liable for lost profits, lost sales, loss of market, business interruption, retailer chargebacks, production shutdown, loss of use, punitive or exemplary damages, or other indirect/consequential damages arising from customs or government action. Any generally applicable liability cap in ARI’s Master Terms applies except where customs law prohibits it.

15. Compensation; Direct Communication

Brokerage compensation may be collected directly or through an intermediary only in a manner permitted by 19 C.F.R. Part 111. Nothing in any compensation, referral, forwarding or co-load arrangement may restrict Client’s ability to communicate directly with ARI regarding customs business.

16. Governing Documents

Priority is: (1) mandatory customs statutes/regulations and the valid POA; (2) any CBP-required document; (3) this Customs Addendum; (4) a signed statement of work; and (5) ARI’s Master Terms, to the extent not inconsistent.

PART VIII - CARRIER FACILITY PICKUP AND CUSTODY TERMS

Applicability. Applies to motor carriers, drivers, and transportation providers picking up Goods at an ARI facility and supplements any broker-carrier agreement, rate/load confirmation, bill of lading, pickup record, and facility safety rules. For this Part, CARRIER means the motor carrier whose authority and insurance cover the pickup and transportation, including its driver and authorized owner-operators to the extent applicable.

1. Carrier Identity, Authority and Insurance

CARRIER represents that it is the motor carrier actually performing transportation under the operating authority identified above; the driver is operating for CARRIER under that authority; CARRIER’s required authority and insurance are active; and CARRIER is not using a different carrier’s identity, authority or insurance.

CARRIER shall immediately disclose any substitution of driver, tractor, trailer, carrier or operating authority. No re-brokering, co-brokering, subcontracting or transfer to a different motor-carrier authority is permitted without ARI’s prior written approval.

2. Independent Carrier; Exclusive Control of Vehicle and Driver

CARRIER is an independent contractor and has exclusive possession, direction and control of its vehicle, driver and transportation operation. ARI does not employ, supervise, dispatch, train or control the driver and does not control route, parking, stops, hours of service, vehicle maintenance, driving decisions or other means and methods of transportation.

CARRIER’s obligation to operate safely and legally supersedes any appointment, schedule, routing request or customer instruction.

3. Inspection, Weight and Securement Before Departure

Before moving the vehicle, CARRIER and its driver are responsible for determining that:

• the vehicle and equipment are safe, roadworthy and suitable for the cargo;cargo distribution, axle weights and gross vehicle weight are legal;cargo is properly blocked, braced, secured and protected for transportation;doors, locks, seals, straps, chains and other securement devices are satisfactory;the driver has all required licenses, permits, endorsements and hours available; andthe load may be transported safely and lawfully.

If CARRIER believes loading, weight, securement or equipment is unsafe or noncompliant, CARRIER shall not depart until the condition is corrected or CARRIER refuses the load. Departure is CARRIER’s representation that it has performed the inspections and accepted the shipment for transportation, subject to concealed conditions that could not reasonably be observed.

4. Transfer of Cargo Custody

To the fullest extent permitted by applicable law and the governing carrier contract, CARRIER accepts custody and responsibility for the Goods at the earliest of: (a) CARRIER taking physical possession or control; (b) completion of loading into equipment under CARRIER’s control; (c) CARRIER or driver signing or electronically accepting a pickup record or bill of lading; (d) release/sealing of the loaded trailer or container to CARRIER; or (e) gate-out from the ARI facility.

A missing or unsigned paper bill of lading does not extend ARI’s warehouse custody after CARRIER has actually accepted possession/control.

5. Responsibility After Acceptance and Gate-Out

From acceptance of custody through final delivery, CARRIER assumes responsibility imposed by contract and law for the cargo and for all transportation operations. Once the loaded vehicle leaves the ARI premises, CARRIER has sole operational control of the driver and vehicle. CARRIER is responsible for traffic compliance, route, security, parking/stops, load securement, legal weight, permits, vehicle condition, hours of service, accidents, cargo loss/damage/theft, property damage, bodily injury and death arising out of CARRIER’s transportation operations.

ARI’s preparation of documents, loading assistance, appointment scheduling, gate release, tracking or communication with the driver does not make ARI the driver’s employer, motor carrier, joint venturer or operator of the vehicle.

6. Vehicle and Driver Responsibility on ARI Premises

CARRIER is solely responsible for the safe operation of its tractor, trailer, straight truck, van, chassis, container equipment and driver while entering, maneuvering, backing, docking, waiting, loading, inspecting and exiting any ARI facility. CARRIER shall be responsible for bodily injury, death and property damage caused by CARRIER’s vehicle, equipment or personnel while on ARI premises, subject only to liability that applicable law expressly imposes on ARI and prohibits ARI from shifting.

Dock assignments, yard instructions, speed limits, pedestrian rules, loading communications and other facility-safety directions are premises rules only. They do not transfer possession, direction or control of CARRIER’s vehicle or driver to ARI and do not create an employment, agency, motor-carrier, joint-venture or borrowed-servant relationship.

7. Carrier Insurance for Pickup and Transportation

As a condition of pickup, CARRIER represents that it maintains automobile liability coverage of not less than $1,000,000 combined single limit, commercial general liability of not less than $1,000,000 per occurrence, cargo coverage sufficient for the shipment value or such minimum as ARI has separately approved, workers’ compensation as required by law, and any higher or special coverage required for the commodity or transportation.

To the extent commercially available and permitted by law, CARRIER shall name ARI Shipping Corp. and its applicable affiliates/landlords as additional insureds for liabilities arising from CARRIER’s operations, provide primary and noncontributory coverage, and waive subrogation in favor of ARI for covered liabilities. CARRIER’s contractual responsibility is not limited by policy limits, exclusions, deductibles, reservations of rights or denial of insurance coverage.

8. Carrier Defense and Indemnity

To the fullest extent permitted by law, CARRIER shall defend, indemnify and hold harmless ARI Shipping Corp., its affiliates, landlords, customers, officers, employees and agents from all claims, suits, demands, liabilities, judgments, settlements, fines, penalties, losses and reasonable attorneys’ fees arising out of or relating to CARRIER’s performance or transportation operations, including cargo loss/damage/theft, vehicle accidents, property damage, bodily injury and death, including acts of CARRIER’s drivers, owner-operators, employees, agents and any unauthorized subcontractor.

This clause does not require indemnification for liability that applicable law expressly prohibits ARI from shifting. CARRIER’s indemnity is not limited by the limits, exclusions or deductibles of any insurance policy.

9. Facility Safety

While physically on ARI premises, CARRIER and driver shall follow posted safety rules and reasonable directions concerning dock assignment, speed, pedestrian safety and facility access. Such premises-control instructions do not constitute control of CARRIER’s transportation operations outside the facility.

10. No Release of Non-Waivable Rights; Existing Contracts

This Acknowledgment is intended to document custody and operational control, not to override mandatory law. If a signed ARI Broker-Carrier Agreement provides greater protection to ARI, the more protective provision applies to the fullest extent permitted by law.

Driver / Carrier Acknowledgment

I certify that the identifying information above is accurate, I am authorized to accept the shipment for CARRIER, and CARRIER accepts the responsibilities stated above.

PART IX - OCEAN / NVOCC / OCEAN FORWARDING TERMS

Applicability. Applies to international ocean transportation arranged or provided by ARI. ARI’s capacity as ocean freight forwarder/agent or NVOCC/contractual carrier is determined by the actual service undertaken, applicable license/registration, transport document, and law.

1. Capacity and Governing Transport Document

ARI may act as an ocean freight forwarder, NVOCC, agent or other ocean transportation intermediary only in the capacity lawfully held and expressly accepted for the shipment. If ARI issues a house bill of lading as NVOCC or contractual carrier, the house bill and applicable mandatory maritime law govern cargo carriage and liability. If ARI acts solely as an ocean freight forwarder/agent, the actual carrier’s bill of lading and tariff govern the carrier’s performance.

2. Customer Information, VGM and Container Suitability

Customer warrants the accuracy of cargo description, marks, package count, gross weight, dimensions, dangerous-goods information and all shipping instructions. Customer is responsible for verified gross mass information required by SOLAS unless ARI expressly agrees to perform weighing.

Customer-loaded containers must be packed, blocked, braced, distributed, sealed and suitable for ocean/intermodal transportation. Customer is responsible for hidden loading defects, insufficient bracing and undeclared cargo.

3. Dangerous Goods and Special Cargo

Dangerous goods, batteries, chemicals, flexitanks, food, temperature-controlled cargo, overweight cargo, personal effects, vehicles and other special commodities require ARI’s advance written acceptance. Customer shall provide all declarations, SDS, UN numbers, packing certificates and regulatory documents and shall indemnify ARI for undeclared or misdeclared dangerous cargo.

4. Subcontracting, Routing and Deck/Container Decisions

Subject to the governing bill of lading and applicable law, ARI may select ocean carriers, feeder carriers, terminals, rail providers, draymen and other subcontractors and may use reasonable routes, transshipment points and equipment. Carrier schedules, sailing dates and transit times are estimates unless expressly guaranteed in a signed writing.

5. Demurrage, Detention, Per Diem and Terminal Charges

Customer shall timely provide documents, instructions and pickup/return arrangements needed to avoid storage, demurrage, detention, per diem, chassis and terminal charges. Customer is responsible for lawfully imposed third-party charges resulting from its delay, consignee delay, customs/PGA hold, lack of documents, refusal of delivery or equipment use.

ARI may dispute a charge when requested and commercially reasonable, but does not guarantee waiver. ARI may pay a third-party charge to protect cargo, equipment or credit and recover from Customer any amount lawfully due. Nothing in this Addendum requires Customer to pay a detention/demurrage invoice that applicable law makes unenforceable; the parties preserve rights under the Shipping Act and then-current FMC rules.

6. Cargo Liability

Cargo liability, defenses, time bars and limitations are governed by the applicable ocean bill of lading, tariff and mandatory law, including the Carriage of Goods by Sea Act where applicable or contractually incorporated. Customer may request a higher declared value before shipment; it is effective only if accepted in writing and any additional freight is paid.

7. Cargo Insurance

Ocean carrier/NVOCC liability is not cargo insurance. Customer shall maintain all-risk marine cargo insurance at replacement value unless ARI confirms in writing that requested cargo insurance was placed for the specific shipment.

8. Merchant / Customer Indemnity

Customer shall indemnify ARI for liabilities and expenses arising from inaccurate shipping data, dangerous goods, container loading, cargo characteristics, customs/regulatory issues, Customer-selected parties, or breach of the governing bill of lading, except to the extent prohibited by applicable law.

9. Sanctions, Embargoes and Government Action

ARI may refuse, reroute, discharge, store, return or otherwise deal with cargo when reasonably required by sanctions, export controls, port closure, governmental order, security risk or carrier restrictions. Reasonable resulting charges are Customer’s responsibility unless caused solely by ARI’s non-waivable fault.

10. Priority

Priority is: mandatory law; ARI house bill/tariff when ARI acts as NVOCC/carrier; a signed shipment-specific amendment; this Addendum; and ARI’s Master Terms. Where ARI acts only as agent, the performing carrier’s bill/tariff also governs its performance.

PART X - AIR FREIGHT FORWARDING TERMS

Applicability. Applies to international and domestic air-forwarding Services. ARI’s capacity as freight forwarder, agent, indirect air carrier, or contractual carrier depends on the actual transaction, applicable authority, and air waybill.

1. Capacity and Air Waybills

ARI may arrange air transportation as a freight forwarder, indirect air carrier or agent in the capacity applicable to the shipment. The house air waybill, master air waybill, carrier tariff and mandatory law govern the actual air carriage to the extent applicable.

2. Cargo Data, Packaging and Security

Customer warrants accurate piece count, dimensions, gross/chargeable weight, commodity description, value, dangerous-goods classification and security information. Customer shall package cargo for normal air handling, vibration, pressure and temperature conditions unless ARI expressly accepts packaging work.

Customer is responsible for known-shipper/security data, screening information and compliance documents attributable to Customer. ARI may open, inspect, screen, x-ray or tender cargo for governmental or carrier screening as legally required.

3. Dangerous Goods and Lithium Batteries

Customer shall not tender dangerous goods, lithium cells/batteries, magnetized material, dry ice, chemicals or other regulated air cargo without advance written disclosure and ARI acceptance. Customer must provide current UN 38.3 documentation, SDS, state-of-charge confirmation, shipper’s declaration and packing/marking/labeling documentation where applicable.

Customer shall indemnify ARI for penalties, repacking, storage, emergency response, aircraft/terminal damage and other loss resulting from undeclared, misdeclared or improperly prepared dangerous goods.

4. Routing, Space and Schedules

Airline space, routing, uplift, connections and transit estimates are subject to carrier acceptance and operational conditions. Unless ARI specifically guarantees a service in a signed writing, departure/arrival times are estimates and ARI is not liable for airline cancellation, offload, embargo, schedule change, security delay, weather, customs/PGA hold or connection failure.

5. International Air Cargo Liability

Where the Montreal Convention 1999 applies, liability for destruction, loss, damage or delay of cargo is governed by that Convention, including the then-current Article 22 cargo limit. As of September 2026, ICAO’s revised limit effective December 28, 2024 is 26 Special Drawing Rights per kilogram, unless a valid special declaration of interest and supplementary charge apply or another mandatory rule controls.

Where the Warsaw Convention or another mandatory regime applies, that regime controls. Nothing in ARI’s general terms reduces a mandatory treaty liability that cannot lawfully be reduced.

6. Domestic Air / Ground Segments

Domestic air cargo and ground pickup/delivery segments are governed by the applicable air waybill, carrier tariff, motor-carrier law and ARI’s role. An independent trucker remains solely responsible for its drivers, vehicles and transportation operation during motor carriage.

7. Cargo Insurance

Air carrier liability limits may be substantially below cargo value. Customer shall maintain cargo insurance at full value unless ARI confirms in writing that cargo insurance was placed for the specific shipment and premium paid.

8. Claims

Customer shall inspect cargo promptly and give notice within the time required by the applicable air convention, air waybill and tariff. Failure to meet mandatory notice/suit limits may bar recovery. ARI may assist with carrier claims but does not guarantee collection.

9. Indemnity and Excluded Damages

Customer shall defend and indemnify ARI for claims arising from inaccurate cargo data, dangerous goods, packaging insufficiency, product defect, export/import noncompliance and Customer-selected providers. To the fullest extent permitted by mandatory law, ARI is not liable for indirect, consequential, punitive or special damages, lost profit, lost market or business interruption.

10. Priority

Priority is: mandatory international/domestic air law; applicable air waybill/tariff; signed shipment-specific amendment; this Addendum; and ARI’s Master Terms.

PART XI - CUSTOMER CARGO INSURANCE, PACKAGING, MATERIALS AND RISK TERMS

Applicability. Applies to Customers whose Goods are stored, handled, transported, transloaded, fulfilled, staged, or otherwise serviced by ARI and supplements the other applicable Parts.

1. Incorporation and Priority

This Acknowledgment is incorporated into and supplements all quotations, warehouse receipts, fulfillment arrangements, transload instructions, rate schedules and other agreements under which ARI receives, stores, handles, loads, unloads, stages, fulfills, distributes or releases Customer’s goods (“Goods”). ARI’s Master Terms and Warehouse Storage and Services Agreement remain fully applicable. If there is a conflict, the provision that affords ARI the greater lawful protection will apply to the maximum extent permitted by law, unless an authorized ARI officer expressly agrees otherwise in a signed writing.

2. Customer Must Insure the Goods

ARI IS NOT THE INSURER OF CUSTOMER’S GOODS. Customer shall obtain and continuously maintain, at Customer’s sole cost, first-party cargo/property insurance covering the Goods at their full replacement value while in storage, handling, transload, fulfillment, staging and transportation, including theft, fire, water, sprinkler discharge, weather, vandalism and other commercially insurable causes of loss appropriate to the Goods.

Customer bears all deductibles, exclusions, coinsurance, uninsured loss, underinsurance and insurer insolvency risk. ARI’s insurance is maintained for ARI’s own protection and shall not be construed as cargo insurance for Customer, a representation of available recovery, or an enlargement of ARI’s legal or contractual liability.

Upon request, Customer shall provide evidence of insurance. To the extent commercially available and lawful, Customer shall cause its property/cargo insurers to waive subrogation against ARI, its affiliates, landlords, officers and employees. Customer’s first-party insurance shall respond before any claim is asserted against ARI for an insured property loss, except to the extent prohibited by applicable law.

Customer’s failure to obtain or maintain insurance does not increase ARI’s liability and shall not convert ARI into an insurer or guarantor.

3. Packaging, Pallets, Dunnage and Materials Are Customer’s Responsibility

Unless a signed quotation expressly states otherwise, Customer is solely responsible for selecting, supplying and paying for packaging, cartons, crates, pallets, dunnage, blocking, bracing, shrink wrap, stretch wrap, banding, straps, corner boards, labels, temperature-control materials, seals, protective devices and all other materials necessary to protect the Goods during reasonably foreseeable storage, handling and transportation.

Customer warrants that the Goods will arrive properly packed, palletized, marked, labeled, sealed and otherwise suitable for the contemplated services. ARI is not responsible for hidden or latent defects, inherent vice, inadequate packaging, concealed damage, internal shortage, product deterioration, leakage, evaporation, rust, oxidation, infestation originating in the Goods, or damage caused or contributed to by insufficient or unsuitable packaging or materials.

If ARI supplies, purchases, rents, repairs, replaces or arranges any packaging, material, equipment or special supply, Customer shall pay all third-party costs plus ARI’s applicable labor, handling, procurement, administrative and service charges. Unless ARI expressly assumes design responsibility in a signed writing, furnishing materials does not constitute a warranty that Customer’s packaging system is adequate for every storage or transportation hazard.

4. Customer Equipment and Specialized Handling

Customer is responsible for identifying all special equipment required for its Goods, including specialized forklifts, lifting attachments, cranes, rigging, ramps, scales, pumps, hoses, temperature-control equipment, spill-control equipment and other specialized handling devices.

Customer shall not bring, install or operate equipment at an ARI facility without ARI’s prior approval. If ARI must rent, purchase, mobilize or arrange specialized equipment or outside labor, all resulting charges are additional and payable by Customer.

ARI may refuse any handling operation that ARI reasonably considers unsafe, beyond available equipment capacity, inadequately documented or outside the agreed scope.

5. No Guarantee of Facility Conditions Unless Expressly Purchased

Unless ARI expressly agrees in writing to provide a specific controlled condition, the Goods are accepted for ordinary commercial warehouse storage. ARI does not warrant or guarantee any particular temperature, humidity, air quality, dust level, pest-free condition, uninterrupted electrical service, backup power, alarm performance, CCTV coverage, sprinkler performance, roof performance, flood protection or other environmental or building condition.

The existence of cameras, alarms, fencing, locks, sprinklers, fire protection or other security/safety systems does not make ARI an insurer and does not create a guarantee against theft, fire, casualty, unauthorized entry or other loss.

6. Dangerous, Regulated, High-Value and Sensitive Goods

Customer shall not tender dangerous goods, hazardous materials, chemicals, batteries, flammables, corrosives, controlled substances, food, pharmaceuticals, temperature-sensitive goods, firearms, currency, jewelry, precious metals, high-value collectibles or other regulated/high-risk Goods without ARI’s prior written approval.

Customer shall disclose all relevant hazards, values, storage restrictions, SDS/MSDS information, regulatory requirements and emergency procedures before delivery. Customer is responsible for all consequences of undisclosed, misdeclared or improperly packaged Goods and shall reimburse, defend and indemnify ARI for resulting response, cleanup, disposal, regulatory, property-damage and third-party costs to the fullest extent permitted by law.

7. Counts, Sealed Packages and Inventory Records

Unless ARI expressly agrees to piece-count or inspect inner contents, receipt of sealed cartons, wrapped pallets, crates, totes, containers or other closed units is by apparent external count and condition only. ARI does not warrant the quantity, quality or condition of concealed contents.

ARI’s warehouse management system and contemporaneous warehouse records are the operational system of record for inventory transactions absent clear evidence of manifest error. Cycle counts, special inventories, serial-number capture, photographs, inspections and reconciliations requested by Customer are additional services and may be charged separately.

8. Third-Party Carriers; Custody Transfer; No ARI Responsibility After Transfer

ARI may release Goods to an independent motor carrier, drayman, rail provider, air carrier, ocean carrier, courier or other third-party service provider pursuant to Customer’s instructions or an authorized transportation arrangement.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARI’S WAREHOUSE LIABILITY ENDS WHEN A THIRD-PARTY CARRIER OR SERVICE PROVIDER TAKES POSSESSION OR CONTROL OF THE GOODS UNDER THE APPLICABLE CONTRACT, BILL OF LADING, PICKUP RECORD OR LAW. ARI SHALL NOT BE LIABLE FOR LOSS, DAMAGE, DELAY, THEFT, ACCIDENT, PROPERTY DAMAGE, BODILY INJURY OR DEATH ARISING FROM THE OPERATIONS OF AN INDEPENDENT CARRIER OR OTHER THIRD PARTY AFTER SUCH TRANSFER OF CUSTODY OR CONTROL.

For a pickup from an ARI facility, the carrier has sole responsibility for its vehicle, driver, legal weight, cargo securement, route, hours of service, permits, vehicle condition, traffic compliance, accident avoidance and transportation operations. ARI’s loading assistance, dock assignment, appointment scheduling, paperwork, tracking, communication or gate release does not make ARI the carrier’s employer, principal, motor carrier, joint venturer or operator.

9. Customer-Nominated Carriers and Contractors

If Customer selects, nominates, requires or directs ARI to use a particular carrier, trucker, contractor, warehouse, installer, labor provider or other third party, Customer assumes the commercial risk of that selection. ARI’s communication, scheduling, payment, loading, release of freight or documentation concerning a Customer-nominated provider does not constitute ARI’s endorsement or guarantee of that provider.

To the fullest extent permitted by law, Customer shall defend, indemnify and hold ARI harmless from claims arising from the acts or omissions of Customer-nominated providers, except to the extent a final judgment determines liability that applicable law prohibits ARI from shifting.

10. Loading, Securement and Carrier Acceptance

When ARI loads Goods into a carrier’s vehicle or container as a warehouse service, the carrier and driver remain responsible for determining before departure that the equipment is roadworthy and suitable, the load is legally distributed, axle and gross weights are lawful, and cargo is adequately secured for transportation as required by applicable law and the carrier’s contract.

A carrier that believes the load is unsafe, overweight, improperly distributed or inadequately secured must refuse to depart until the condition is corrected. The carrier’s departure is evidence of its acceptance of the load for transportation to the extent permitted by law, subject to concealed conditions not reasonably observable.

11. Additional Services and Charges

Storage and ordinary handling charges do not include special labor, overtime, waiting time, rework, repacking, relabeling, banding, palletizing, sorting, segregation, photographs, inspections, cleaning, disposal, spill response, special equipment, outside contractors, extraordinary security, cycle counts, recall work, documentation projects, transportation, permits, utilities or other services unless expressly included in a written quotation.

Any service or material requested by Customer or reasonably required because the Goods are nonconforming, damaged, unsafe, inaccurately described, improperly packaged or otherwise outside the quoted scope may be performed at Customer’s expense and invoiced at ARI’s then-current rate plus third-party costs.

12. Release, Waiver and Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES THAT ARI SHALL NOT BE LIABLE FOR LOSS OF OR DAMAGE TO GOODS, THEFT, DELAY, MISDELIVERY, PERSONAL INJURY, PROPERTY DAMAGE OR ANY OTHER LOSS EXCEPT TO THE EXTENT DIRECTLY CAUSED BY ARI’S BREACH OF A NON-WAIVABLE LEGAL DUTY AND PROVEN UNDER THE GOVERNING AGREEMENT AND LAW.

ARI is not liable for damage that could not have been avoided by the legally required standard of care, nor for loss caused by inherent vice, concealed defects, insufficient packaging, Customer instructions, acts of third parties, carrier operations, governmental action, force majeure or other excluded causes stated in ARI’s governing terms.

Where ARI is legally liable for warehouse cargo loss or damage, the liability limitation and exclusive-remedy provisions in ARI’s Warehouse Storage and Services Agreement apply. Customer may request a higher declared liability limit only before loss and only if ARI expressly accepts the higher limit in writing and Customer pays any additional charge.

13. Exclusion of Consequential and Commercial Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARI SHALL NEVER BE LIABLE FOR LOST PROFITS, LOST SALES, LOSS OF MARKET, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, PRODUCTION DELAY, FINANCING COSTS, LOSS OF DATA, AMAZON OR RETAILER CHARGEBACKS, CUSTOMER PENALTIES, RECALL LOSSES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, EXEMPLARY DAMAGES OR PUNITIVE DAMAGES, REGARDLESS OF FORESEEABILITY OR THEORY OF LIABILITY.

14. Customer Defense and Indemnity

To the fullest extent permitted by law, Customer shall defend, indemnify and hold harmless ARI, its affiliates, landlords, officers, directors, employees and agents from claims, demands, suits, judgments, settlements, fines, penalties, duties, taxes, environmental costs, cleanup expenses and reasonable attorneys’ fees arising out of or relating to:

• the nature, condition, defect, manufacture, sale or use of the Goods;inaccurate, incomplete or misleading information supplied by Customer or its vendors;inadequate packaging, pallets, dunnage, labels or securement supplied or specified by Customer;hazardous, regulated or undisclosed Goods;Customer’s personnel, drivers, visitors, contractors or invitees;Customer-selected carriers or service providers;recalls, product liability, regulatory noncompliance or environmental contamination;ownership, title, lien or intellectual-property disputes concerning the Goods; orCustomer’s breach of law or the governing agreements.

This indemnity shall not require Customer to indemnify ARI for the portion of liability that a final judgment determines was caused by ARI’s gross negligence, willful misconduct or other liability that applicable law expressly prohibits ARI from shifting.

15. Force Majeure and Extraordinary Events

ARI shall not be liable for delay, failure, loss or damage caused by events beyond its reasonable control, including fire, flood, severe weather, earthquake, sprinkler discharge, utility failure, power outage, building-system failure not caused by ARI’s legally actionable fault, labor disruption, government action, customs or regulatory hold, embargo, war, terrorism, civil disorder, cyberattack, ransomware, telecommunications failure, epidemic/pandemic, road/rail/port closure, carrier embargo, equipment shortage or similar event.

Customer remains responsible for reasonable storage, labor, equipment, preservation, cleanup and third-party charges incurred to protect or manage the Goods during such an event.

16. Survival; Electronic Acceptance

The insurance, payment, indemnity, release, limitation of liability, excluded damages, lien, claims and dispute provisions incorporated into this Acknowledgment survive release of the Goods and termination of the relationship.

This Acknowledgment may be accepted by signature, electronic signature, click acceptance or other electronic manifestation of assent permitted by law. Where ARI has provided reasonable notice that warehouse or fulfillment services are conditioned on these terms, continued tender or use of such services constitutes acceptance to the extent permitted by law.

CUSTOMER’S SPECIFIC ACKNOWLEDGMENT OF MATERIAL TERMS

Customer acknowledges that these provisions materially affect risk and pricing and specifically agrees that:

• ARI is not the insurer of the Goods; Customer must maintain full replacement-value cargo/property insurance.Customer supplies and pays for adequate packaging, pallets, dunnage, labels, materials and specialized equipment unless expressly included in writing.ARI does not guarantee ordinary warehouse environmental, utility, security or building conditions unless a specific service is purchased in writing.ARI’s warehouse custody ends when an independent carrier/service provider accepts possession or control as provided by the governing contract and law.The carrier is solely responsible for its driver, vehicle and transportation operations after custody transfer and, in all events, after gate-out.Customer accepts ARI’s limitation of liability and exclusion of consequential/commercial damages to the fullest extent permitted by law.Customer accepts the defense and indemnity obligations stated above.

PART XII - SUPPLEMENTAL INTERNATIONAL AIR / OCEAN IMPORT-EXPORT TERMS

Applicability. Applies to international air, ocean, import, export, inland, customs-related, and ancillary logistics Services. This Part supplements Parts I, VII, IX, X, XIII, and XIV and controls over Part I only for a direct conflict concerning an international shipment.

1. Definitions and Application

These Terms and Conditions of Service (“Terms”) apply to all services provided, arranged, procured, or offered by ARI Shipping Corp. (“ARI”), including international and domestic air freight forwarding, indirect air carriage where applicable, ocean freight forwarding, non-vessel-operating common carrier (“NVOCC”) services where applicable, customs brokerage, transportation brokerage, drayage and inland transportation arrangement, consolidation, deconsolidation, transloading, temporary storage incidental to transportation, documentation, consulting, and ancillary logistics services (collectively, “Services”).

“Customer” means the party requesting or accepting Services and includes, as applicable, the shipper, consignor, consignee, importer, exporter, beneficial cargo owner, owner of the Goods, holder of any transport document, and any person acting for or on behalf of any of them. “Goods” means all cargo, packaging, containers, equipment, documents, and property concerning which ARI provides Services. Customer represents that it is the owner of the Goods or has authority to bind the owner and every person having an interest in the Goods to these Terms.

These Terms are intended to operate together with ARI’s applicable house bill of lading, house air waybill, customs power of attorney, rate quotation, booking confirmation, warehouse terms, carrier agreement, tariff or rules publication, and any signed service agreement. Mandatory law always controls to the extent it cannot lawfully be varied.

2. ARI Capacity; Role-Specific Liability

ARI’s legal capacity may differ by service and shipment. ARI may act as a customs broker, property broker, ocean freight forwarder, NVOCC, air freight forwarder, indirect air carrier, contractual carrier, disclosed agent, principal, warehouseman, or logistics service provider, depending on the service actually undertaken and the transport document issued. No label used by Customer, a carrier, or any third party changes ARI’s legal capacity.

Unless ARI expressly issues its own transport document as carrier or otherwise expressly undertakes carrier responsibility in a signed writing, ARI acts only to arrange or facilitate transportation and does not operate vessels, aircraft, railroads, or motor vehicles. When ARI acts as an intermediary or agent, the actual carrier, terminal, warehouse, airline, steamship line, railroad, trucker, drayman, or other service provider is an independent contractor and remains responsible for its own acts, omissions, employees, drivers, equipment, safety, and operations.

Where ARI lawfully acts as contractual carrier, NVOCC, or indirect air carrier, ARI’s cargo liability is governed by the applicable house transport document and mandatory transportation law, including the liability limits and defenses stated therein. Where ARI acts only as agent or broker, ARI does not assume the liability of the underlying carrier merely because ARI arranges, coordinates, pays, bills, or communicates concerning the transportation.

3. Acceptance; Electronic Contracting; Incorporation by Reference

Customer accepts these Terms by any of the following: signing a quotation or agreement; electronically accepting a booking; tendering Goods to ARI or an ARI-arranged service provider; authorizing ARI to perform Services; accepting delivery; paying an invoice; or otherwise receiving Services after notice that these Terms apply. Electronic signatures, email approvals, electronic shipment records, electronic bills of lading, electronic air waybills, and other electronic records may be used to the fullest extent permitted by law.

ARI should place a conspicuous link to these Terms on quotations, booking confirmations, credit applications, invoices, email signatures used for bookings, and its website. A shipment-specific signed agreement may modify these Terms only if it expressly identifies the provision being modified and is signed by an authorized ARI officer.

4. Customer Authority; Joint and Several Liability

Customer warrants that it has authority to request the Services, tender the Goods, provide instructions, and bind all persons interested in the Goods. Customer, the owner of the Goods, shipper, consignee, importer, exporter, and any person for whose account Services are performed are jointly and severally liable for all amounts due to ARI and for all obligations assigned to Customer under these Terms, to the fullest extent permitted by law.

If Customer acts as agent for another person, Customer remains personally liable unless ARI expressly agrees otherwise in a signed writing. ARI may rely on instructions from any person that reasonably appears authorized by Customer until ARI receives and acknowledges written revocation.

5. Accuracy of Information; Instructions; Weight and Measurements

Customer warrants that every description, instruction, document, statement, classification, value, origin, quantity, piece count, weight, dimension, seal number, tariff number, dangerous-goods declaration, temperature requirement, and other shipment particular supplied to ARI or any carrier is complete and accurate. ARI may rely on Customer-supplied information without independent verification unless mandatory law requires otherwise.

Rates and routing are based on the information supplied. Reweighing, remeasurement, reclassification, dimensional-weight changes, airline or steamship-line corrections, customs changes, or other verified differences may result in additional charges, which Customer shall pay. For ocean containers, Customer is responsible for providing an accurate SOLAS Verified Gross Mass (VGM) unless ARI expressly agrees in writing to perform or arrange weighing.

Customer shall immediately notify ARI in writing of any change that may affect legality, safety, handling, security, admissibility, carrier acceptance, insurance, or price.

6. Packaging, Loading, Marking, Seals and Equipment

Except to the extent ARI expressly accepts a separate written scope for packing, crating, palletizing, loading, blocking, bracing, labeling, sealing, or equipment selection, Customer is solely responsible for ensuring that the Goods are properly and sufficiently packed, marked, labeled, secured, braced, palletized, containerized, and prepared for all reasonably foreseeable modes of handling and transportation.

Customer is responsible for latent or concealed packing defects, insufficient internal packaging, improper weight distribution, inadequate blocking or bracing, unsuitable pallets, defective Customer-supplied containers or equipment, and shipper-load-and-count conditions. ARI is not responsible for the contents, condition, count, or securement of sealed units it did not load or have a reasonable opportunity to inspect.

If ARI supplies or arranges packaging, pallets, dunnage, straps, shrink wrap, labels, blocking, bracing, containers, chassis, forklifts, cranes, rigging, temperature devices, or other materials/equipment outside the quoted scope, Customer shall pay ARI’s applicable charges and all third-party costs.

7. Dangerous, Regulated, High-Risk and Special Goods

Customer shall not tender dangerous, hazardous, restricted, controlled, radioactive, explosive, flammable, corrosive, toxic, infectious, magnetized, temperature-sensitive, perishable, live, high-value, theft-attractive, or otherwise special Goods without complete advance written disclosure and ARI’s express written acceptance. This includes lithium cells and batteries, battery-powered equipment, dry ice, chemicals, aerosols, gases, biological materials, firearms or weapons where lawful, and any commodity regulated as dangerous goods under applicable air, ocean, road, rail, or governmental rules.

Customer shall provide all current and accurate SDS documents, UN numbers, proper shipping names, classifications, packing groups, test summaries (including UN 38.3 where applicable), state-of-charge information, dangerous-goods declarations, container/vehicle packing certificates, emergency information, permits, licenses, marks, labels, and packaging required by law or carrier rules.

If dangerous or unsafe Goods are undeclared, misdeclared, leaking, unstable, improperly packed, or create a threat to persons, property, equipment, other cargo, or the environment, ARI and any carrier may refuse, unload, isolate, return, render harmless, destroy, or dispose of them as reasonably necessary and as permitted by law, without liability for resulting loss. Customer shall defend, indemnify, and hold harmless ARI from all resulting claims, cleanup costs, penalties, emergency-response costs, property damage, personal injury, death, carrier assessments, and attorneys’ fees, except to the extent finally determined to result from ARI’s non-waivable gross negligence or willful misconduct.

8. Customs, Import, Export and Product Compliance

Customer, as importer, exporter, USPPI, foreign principal party in interest, beneficial cargo owner, or other responsible party, remains responsible for the substantive legality and accuracy of its import/export transactions. Customer shall timely provide all information and documents required for classification, valuation, country of origin, marking, admissibility, licensing, quota, antidumping/countervailing duties, Section 201/232/301 or successor trade remedies, free-trade or special-program claims, AES/EEI, Importer Security Filing, partner-government-agency filings, CPSC certification/eFiling, FDA, USDA, EPA, FCC, DOT/NHTSA, DEA, Fish & Wildlife, or other government requirements.

Customs brokerage is performed only under a valid power of attorney and applicable customs law. Where U.S. law requires a customs broker to execute a power of attorney directly with the importer of record, Customer shall cooperate in establishing that direct relationship. ARI’s preparation or transmission of customs or PGA data does not constitute a guarantee that the Goods comply with substantive product, labeling, safety, testing, licensing, origin, forced-labor, or admissibility requirements.

Customer shall pay all duties, taxes, tariffs, fees, penalties, liquidated damages, bond charges, exams, inspections, storage, demurrage, detention, and other government or third-party charges attributable to the Goods or Customer’s transaction, except to the extent a final non-appealable determination establishes that a charge resulted solely from ARI’s breach of a non-waivable legal duty.

9. Sanctions, Export Controls, Forced Labor and Legal Compliance

Customer warrants that the Goods, parties, financing, routing, origin, destination, end use, and end users comply with applicable sanctions, export controls, embargoes, anti-boycott laws, anti-money-laundering laws, forced-labor prohibitions, anti-bribery laws, and other trade restrictions. Customer shall not conceal, misstate, or omit information relevant to restricted-party screening, UFLPA/forced-labor review, export licensing, diversion risk, or sanctions.

ARI may screen parties and transactions and may refuse, suspend, return, reroute, hold, disclose to authorities, or terminate Services when ARI reasonably believes action is required for legal, sanctions, export-control, security, safety, ethical, or compliance reasons. To the fullest extent permitted by law, ARI is not liable for delay, loss, expense, or business interruption resulting from good-faith compliance action.

10. Cargo Insurance; ARI Is Not the Insurer

CARRIER, FORWARDER, NVOCC, BROKER, CUSTOMS-BROKER, AND WAREHOUSE LIABILITY IS NOT CARGO INSURANCE. CUSTOMER IS RESPONSIBLE FOR MAINTAINING ALL-RISK CARGO/PROPERTY INSURANCE AT FULL REPLACEMENT VALUE FOR THE GOODS, INCLUDING APPROPRIATE WAREHOUSE-TO-WAREHOUSE, TRANSIT, THEFT, GENERAL AVERAGE, AND STORAGE COVERAGE.

ARI does not procure cargo insurance unless Customer makes a specific written request before the risk attaches, ARI confirms placement in writing, and any premium is paid. Any insurance arranged by ARI is subject exclusively to the insurer’s policy terms, deductibles, exclusions, valuation provisions, and claims decisions. ARI is not an insurer, does not guarantee coverage, and is not liable for an insurer’s denial or insolvency.

11. Subcontracting; Independent Service Providers; No Vicarious Liability

ARI may use and subcontract to airlines, steamship lines, NVOCCs, ocean freight forwarders, motor carriers, draymen, railroads, terminals, CFS operators, warehousemen, customs exam sites, consolidators, deconsolidators, surveyors, agents, and other service providers without further notice, subject to applicable law.

Each third-party service provider is an independent contractor and is solely responsible for the management, supervision, training, hiring, direction, safety, equipment, vehicles, drivers, crews, routes, hours of service, securement, and operational methods under its control. ARI does not direct how a motor vehicle, vessel, aircraft, or railroad is physically operated. Customer agrees that ARI shall not be vicariously liable for the negligence, intentional misconduct, regulatory violations, accidents, personal injuries, deaths, property damage, cargo loss, or other acts or omissions of independent service providers, except to the extent applicable law imposes non-waivable liability on ARI for ARI’s own conduct.

If Customer selects, nominates, requires, or insists upon a particular carrier or service provider, Customer assumes the commercial risks of that selection and shall indemnify ARI from claims arising from that provider’s acts or omissions except to the extent caused by ARI’s own non-waivable misconduct.

12. Motor-Carrier Pickup and Custody Transfer

When a motor carrier accepts possession of Goods for transportation, the carrier assumes custody and operational responsibility for the loaded Goods in accordance with applicable law and the carrier contract. The carrier has exclusive control over its driver and vehicle before, during, and after departure from an ARI facility, including backing, docking, securement verification, route selection, driving, parking, hours of service, and compliance with safety laws.

ARI’s warehouse custody ends when the Goods are delivered into the custody of the authorized carrier in accordance with the applicable warehouse or transport terms. Gate-out or departure from the facility is conclusive evidence of the carrier’s assumption of transportation custody absent documented exception. This clause does not attempt to waive any duty that applicable law makes non-waivable.

13. Routing, Mode, Substitution, Schedules and No Guaranteed Transit

Unless ARI expressly guarantees a particular service in a signed writing, all vessel names, flight numbers, departure dates, arrival dates, cutoffs, connections, transit times, delivery appointments, and routing estimates are non-binding estimates. ARI may select or change routes, carriers, ports, airports, gateways, transshipment points, modes, equipment, consolidations, or service levels when reasonably necessary or commercially appropriate.

ARI is not liable for carrier cancellation, rolled cargo, blank sailings, airline offloads, embargoes, port or airport congestion, weather, strikes, equipment shortages, terminal closures, customs/PGA holds, examinations, security screening, government action, missed connections, cyber outages, or other delay outside ARI’s direct control. No time is of the essence unless ARI expressly agrees in writing to a guaranteed service and states the remedy for failure.

14. Delivery, Refusal, Storage, Abandonment and Disposal

If delivery cannot be completed because of Customer/consignee delay, refusal, unavailability, missing documents, government action, unsafe conditions, nonpayment, or any circumstance reasonably preventing delivery, ARI or the performing provider may place the Goods in storage, bonded storage, terminal storage, open storage, or other reasonable custody at Customer’s sole risk and expense, where permitted by law. Such placement may constitute delivery under the applicable transport document.

Goods that are perishable, deteriorating, hazardous, abandoned, unclaimed, or whose value is reasonably likely to be less than accrued charges may be sold, returned, destroyed, or otherwise disposed of after any notice required by law. Customer remains liable for all resulting charges and deficiencies.

15. Charges, Advances, Duties, Surcharges and Rate Changes

Customer shall pay all quoted charges plus all applicable accessorials, carrier surcharges, fuel, security, screening, congestion, war-risk, peak-season, overweight, oversize, dangerous-goods, terminal, handling, documentation, inspection, storage, demurrage, detention, per diem, chassis, exam, customs, duty, tax, bond, port, airport, government, and other third-party charges not expressly included in the written quotation.

Quotations are based on carrier availability and tariffs in effect when quoted and may be adjusted before or after shipment for carrier tariff changes, reweigh/remeasurement, reclassification, currency fluctuations, government action, emergency surcharges, or facts different from those supplied by Customer. ARI may require prepayment or security at any time and has no obligation to advance its own funds for freight, duties, taxes, carrier charges, or disbursements.

Customer shall pay ARI invoices without setoff, deduction, or counterclaim except as required by law. Payment to a carrier, overseas agent, vendor, salesperson, or other third party does not discharge Customer’s obligation to ARI unless ARI expressly authorized that person to receive payment on ARI’s behalf.

16. Demurrage, Detention, Per Diem, Storage and Equipment Charges

Customer shall timely provide documents, customs clearance, payment, delivery instructions, appointments, pickup, unloading, and equipment return so as to minimize storage, demurrage, detention, per diem, chassis, rail, port, terminal, airline, CFS, and equipment charges. Customer is responsible for charges lawfully incurred for its account because of Customer, shipper, consignee, importer, exporter, government, port, terminal, or cargo-related delay.

ARI may pay such charges to protect cargo, equipment, credit, or operations and recover from Customer all amounts lawfully due. ARI does not guarantee that a carrier, terminal, or government entity will waive or refund charges. Nothing in these Terms requires Customer to pay a detention or demurrage charge that mandatory law renders invalid or unenforceable, and ARI preserves all rights and defenses available under the Shipping Act and then-current Federal Maritime Commission rules.

17. General and Continuing Lien; Right to Withhold

To the fullest extent permitted by law, ARI has a general and continuing lien on all Goods and documents relating to Goods in ARI’s actual or constructive possession, custody, control, or en route for Customer or any related account, for all charges, advances, duties, taxes, freight, storage, demurrage, detention, legal fees, and other amounts owed to ARI arising from the current shipment or any prior or related transaction.

ARI may refuse release or delivery until all amounts are paid or adequate security is provided. If amounts remain unpaid after required notice, ARI may exercise any lawful warehouse, carrier, maritime, UCC, or other lien remedy, including sale or other disposition where permitted. Customer shall pay all reasonable costs of preserving and enforcing the lien, including attorneys’ fees.

18. Inspection, Screening and Government Examination

ARI and its service providers may open, inspect, screen, x-ray, measure, weigh, test, sample, photograph, or otherwise examine Goods when reasonably necessary for safety, security, carrier acceptance, customs, dangerous-goods compliance, or governmental requirements. Such authority creates no duty to inspect and does not shift Customer’s responsibility for accurate declarations or proper packing.

Customer is responsible for costs and delays associated with inspections, examinations, holds, intensive exams, laboratory testing, fumigation, manipulation, devanning, reloading, destruction, redelivery, seizure, forfeiture, or government-ordered action except to the extent a final determination establishes that the cost resulted solely from ARI’s breach of a non-waivable duty.

19. Claims; Mitigation; Subrogation and Cooperation

Customer shall inspect Goods immediately upon delivery and preserve packaging, seals, temperature records, photographs, delivery receipts, and other evidence. Customer shall give written notice and file claims within the periods required by the applicable convention, statute, tariff, house bill, house air waybill, carrier bill, or other governing transport document. Failure to comply with a mandatory notice or suit period may bar recovery.

For claims against ARI not governed by a mandatory transportation time bar, Customer must give detailed written notice within ninety (90) days after the event or after Customer reasonably should have discovered it, and any action must be commenced within one (1) year after the event, service completion, or delivery, whichever is earlier, to the extent permitted by law.

Customer shall take reasonable steps to mitigate loss. If ARI pays a cargo claim, Customer assigns to ARI, to the extent of payment, all rights of recovery against carriers, insurers, vendors, and other responsible parties and shall execute documents reasonably required to pursue recovery.

20. LIMITATION OF ARI LIABILITY - GENERAL SERVICES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARI SHALL NOT BE LIABLE FOR LOSS, DAMAGE, DELAY, MISDELIVERY, NONDELIVERY, PENALTY, FINE, OR OTHER CLAIM EXCEPT TO THE EXTENT DIRECTLY CAUSED BY ARI’S FAILURE TO EXERCISE THE STANDARD OF CARE THAT APPLICABLE LAW MAKES NON-WAIVABLE FOR THE PARTICULAR SERVICE.

FOR ANY CLAIM AGAINST ARI THAT IS NOT GOVERNED BY A MANDATORY TRANSPORTATION CONVENTION, STATUTE, OR A SPECIFIC LIABILITY LIMIT IN AN ARI HOUSE TRANSPORT DOCUMENT, ARI’S AGGREGATE LIABILITY SHALL NOT EXCEED THE LESSER OF (A) THE ACTUAL DIRECT LOSS PROVED, OR (B) US$50.00 PER SHIPMENT, ENTRY, TRANSACTION, OR OCCURRENCE, UNLESS CUSTOMER, BEFORE SERVICES COMMENCE, REQUESTS IN WRITING A HIGHER LIMIT, ARI EXPRESSLY ACCEPTS THAT LIMIT IN WRITING, AND CUSTOMER PAYS ANY ADDITIONAL CHARGE REQUIRED BY ARI.

Nothing in these Terms limits liability to the extent such limitation is prohibited by mandatory law, including liability that cannot lawfully be limited for intentional misconduct, conversion, or other conduct as determined by the governing law.

21. Exclusion of Consequential, Special and Punitive Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARI SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST SALES, LOSS OF MARKET, LOSS OF GOODWILL, BUSINESS INTERRUPTION, PRODUCTION SHUTDOWN, LOSS OF USE, RETAILER OR AMAZON CHARGEBACKS, CONTRACTUAL PENALTIES OWED TO THIRD PARTIES, DIMINUTION IN VALUE, OR DAMAGES ARISING FROM DELAY, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

The foregoing exclusion applies regardless of whether the claim is stated in contract, tort, bailment, negligence, strict liability, misrepresentation, or any other theory, except where mandatory law prohibits the exclusion.

22. Customer Defense and Indemnification

Customer shall defend, indemnify, and hold harmless ARI, its affiliates, officers, directors, employees, licensed customs brokers, agents, and subcontractors from and against all claims, demands, suits, penalties, fines, duties, taxes, assessments, liens, cargo claims, property damage, bodily injury, death, environmental loss, cleanup cost, recall cost, storage, demurrage, detention, general-average security, salvage, and reasonable attorneys’ fees arising out of or relating to: (a) Customer’s breach of these Terms; (b) inaccurate or incomplete shipment information; (c) the nature, defect, packaging, loading, labeling, or condition of the Goods; (d) dangerous or regulated Goods; (e) customs, origin, valuation, classification, sanctions, export-control, forced-labor, or product-compliance issues; (f) Customer’s or consignee’s acts or omissions; or (g) a carrier or provider selected or required by Customer.

Customer’s duty to defend is immediate upon tender of a covered claim and includes reasonable defense costs as incurred. Indemnity obligations are not limited by Customer’s insurance limits and survive payment, delivery, and termination. Customer is not required to indemnify ARI for the portion of a claim finally determined by a court of competent jurisdiction to have resulted solely from ARI’s willful misconduct or other liability that applicable law prohibits ARI from shifting.

23. Force Majeure and Events Beyond Control

Neither ARI nor any service provider shall be liable for delay or failure caused by events beyond its reasonable control, including acts of God, severe weather, flood, fire, earthquake, epidemic, pandemic, war, terrorism, piracy, civil disorder, strikes, labor disruptions, port/airport/rail closures, embargoes, sanctions, governmental orders, customs actions, security incidents, cyberattacks, system outages, power failures, carrier bankruptcy, equipment shortages, vessel or aircraft breakdown, congestion, navigation restrictions, canal closures, or transportation-network disruption.

ARI may suspend performance, reroute, store, return, or take commercially reasonable measures in response to such events. Customer shall pay reasonable additional costs incurred to protect or continue handling the Goods. Payment obligations for Services already performed are not excused.

24. Electronic Communications, Cybersecurity and Fraud

Customer authorizes ARI to rely on instructions transmitted by email, portal, EDI/API, electronic messaging, or other customary electronic means that reasonably appear to originate from an authorized person. Customer is responsible for maintaining secure systems, credentials, access controls, and current contact information and for promptly notifying ARI of suspected compromise.

ARI is not liable for loss caused by spoofed email, payment diversion, fraudulent instructions, malware, cyberattack, telecommunications failure, third-party platform outage, or unauthorized access that could not have been prevented through commercially reasonable safeguards required by applicable law. Customer shall independently verify any requested change to ARI payment instructions using a previously established telephone number or other trusted channel before remitting funds.

Electronic bills of lading, air waybills, shipment records, signatures, notices, and documents may be used where lawful. Customer accepts the risks inherent in electronic transmission and shall maintain originals or supporting records when required by law.

25. Confidentiality; Disclosure to Authorities and Service Providers

ARI will use commercially reasonable measures to protect confidential business information but may disclose shipment, customer, pricing, security, customs, or compliance information to carriers, agents, banks, insurers, regulators, government authorities, technology providers, and other persons as reasonably necessary to perform Services, collect charges, comply with law, investigate fraud, protect safety, or defend claims.

26. Quotations, Tariffs, Carrier Terms and Hierarchy

Unless a mandatory law provides otherwise, the order of precedence is: (1) mandatory law and international convention; (2) the ARI house bill of lading or house air waybill when ARI acts as contractual carrier; (3) a signed shipment-specific amendment; (4) an applicable lawfully published ARI tariff or rules publication; (5) the applicable service addendum; (6) these Terms; and (7) the quotation or booking confirmation, except that pricing in the quotation controls over general pricing language for the quoted scope.

Terms printed or incorporated by a performing carrier govern that carrier’s performance and may provide the carrier with defenses, limits, forum clauses, time bars, and other rights. ARI is entitled to the benefit of any defense or limitation available to the performing provider to the extent permitted by law.

27. No Waiver; Severability; Survival

ARI’s failure to enforce a provision on one occasion is not a waiver. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and the remaining provisions remain effective. Provisions concerning payment, lien, limitations, indemnity, claims, confidentiality, governing law, and dispute resolution survive completion or termination of Services.

28. Governing Law, Venue and Jury Waiver

Except where a mandatory transportation convention, federal statute, or governing transport document requires otherwise, these Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules. Any action against ARI shall be brought exclusively in the state courts located in Nassau County, New York, or the United States District Court for the Eastern District of New York, and Customer consents to personal jurisdiction and venue there.

TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AND ARI KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY ACTION ARISING FROM OR RELATING TO THE SERVICES, GOODS, OR THESE TERMS.

29. Mandatory-Law Savings Clause

These Terms are intended to allocate commercial risk to the maximum lawful extent, not to waive or reduce duties that applicable law makes non-waivable. If any mandatory convention, statute, regulation, or binding rule gives a party greater rights or imposes greater liability than these Terms permit, that mandatory provision controls only to the extent required and all remaining protections continue in effect.

30. Notice Address and Contract Modification

Formal legal notices to ARI shall be sent to ARI Shipping Corp., Attn: Legal/Management, 80 Sheridan Blvd., Inwood, NY 11096, with a copy by email to the ARI contact handling the account. ARI may update these Terms prospectively by posting a revised version on its website and providing commercially reasonable notice. A revision does not retroactively alter rights for a shipment already accepted unless the parties agree in writing.

PART XIII - ARI OCEAN BILL OF LADING / SEA WAYBILL CONDITIONS

Applicability. Applies only when ARI issues the applicable house ocean bill of lading or sea waybill as NVOCC, contractual carrier, or multimodal transport operator. When ARI acts solely as an ocean freight forwarder or agent and does not issue a house transport document as carrier, this Part does not convert ARI into a carrier.

1. Definitions

“Carrier” means ARI Shipping Corp. only when ARI is identified on the face of the applicable house bill of lading or sea waybill as NVOCC, carrier, or multimodal transport operator. “Merchant” includes the shipper, consignor, consignee, receiver, holder of the bill, owner of the Goods, beneficial cargo owner, importer, exporter, and anyone acting for any of them. “Goods” includes cargo, packaging, containers, pallets, tanks, and any property accepted for carriage. “Container” includes any container, trailer, flat rack, flexitank, tank, pallet, platform, or other transport unit not supplied as part of the vessel.

When ARI acts solely as an ocean freight forwarder or agent and does not issue a house bill as carrier, the underlying ocean carrier’s bill of lading and tariff govern carriage and ARI’s liability is governed by ARI’s Master Terms and applicable law rather than these carrier clauses.

2. Contract of Carriage; Clause Paramount

This bill evidences the contract of carriage when issued by ARI as Carrier. For carriage of Goods by sea to or from ports of the United States in foreign trade, the U.S. Carriage of Goods by Sea Act (COGSA), 46 U.S.C. Section 30701 note, applies during the statutory tackle-to-tackle period and is contractually extended, to the fullest extent permitted by law, to the periods before loading and after discharge while the Goods are in the custody of Carrier or a subcontractor under this bill.

If a compulsorily applicable Hague, Hague-Visby, Hamburg, Rotterdam, Harter Act, local carriage statute, or other mandatory regime applies and cannot lawfully be displaced, that regime governs only to the extent required. Otherwise, COGSA and these Terms apply.

3. Merchant Authority and Warranty

Merchant warrants that it is the owner of the Goods or has authority from the owner and all interested parties to enter into this contract and bind them to these Terms. All Merchants are jointly and severally liable for freight, charges, indemnities, and obligations arising under this bill.

4. Description of Goods; Shipper Load, Stow, Count and Seal

All marks, descriptions, quantities, weights, measurements, values, classifications, and other particulars appearing on the bill are furnished by Merchant and are warranted accurate. Carrier is not bound by statements of weight, quantity, contents, condition, value, or quality that Carrier had no reasonable means to verify.

When a Container is packed, loaded, stuffed, sealed, or secured by Merchant or a third party before Carrier receives it, the Container is received “shipper’s load, stow, count and seal.” Merchant is responsible for the contents, packing, weight distribution, blocking, bracing, sealing, and condition of the Container and shall indemnify Carrier for loss, damage, injury, fines, or expense arising from defects or inaccuracies not caused by Carrier.

5. Verified Gross Mass; Overweight and Equipment Compliance

Merchant shall provide an accurate SOLAS Verified Gross Mass and all axle, road-weight, overweight, oversize, and equipment information required for the shipment. Carrier may refuse or delay a Container without compliant VGM or safety information. All resulting lawful costs are for Merchant’s account.

6. Packing, Marks and Condition

Merchant shall properly pack, mark, label, secure, protect, and prepare Goods for ocean, terminal, rail, truck, lifting, stacking, and multimodal handling. Carrier is not liable for loss resulting from insufficient packing, inherent vice, concealed defects, inadequate marks, ordinary rust/oxidation inherent in the commodity, normal wear, or other causes for which COGSA or mandatory law provides a defense.

7. Dangerous and Undeclared Goods

Dangerous, hazardous, restricted, noxious, polluting, explosive, flammable, radioactive, temperature-sensitive, battery, chemical, or otherwise special Goods shall not be tendered without advance written disclosure and Carrier’s express acceptance. Merchant must comply with the IMDG Code and all applicable laws and provide all declarations, SDS, labels, placards, packing certificates, UN numbers, emergency information, and permits.

Undeclared or misdeclared dangerous Goods may be refused, discharged, isolated, returned, destroyed, rendered harmless, or disposed of without compensation as reasonably necessary and permitted by law. Merchant shall defend and indemnify Carrier and all subcontractors for all consequences, including vessel/terminal damage, pollution, cleanup, personal injury, death, fines, penalties, salvage, general average, and attorneys’ fees.

8. Refrigerated, Temperature-Controlled and Special Containers

Refrigerated or temperature-controlled service is provided only if expressly accepted in writing. Merchant shall pre-cool Goods where required, set and verify the correct temperature/ventilation settings before tender, provide written tolerances, and use packaging suitable for the commodity. Unless Carrier expressly supplies and controls the equipment, Carrier does not warrant the performance of shipper-owned or leased refrigeration units.

Even where Carrier supplies equipment, Carrier is not an insurer of temperature and is liable only to the extent mandatory law imposes liability for failure to exercise required care. Merchant should use independent temperature recorders and cargo insurance for temperature-sensitive cargo.

9. Deck Carriage, Live Animals and Special Cargo

Goods in containers may be carried on or under deck without notice where permitted by law and shall be deemed carried under deck for purposes of COGSA to the extent legally effective. Non-containerized deck cargo, live animals, vehicles, valuables, project cargo, personal effects, and other special cargo are accepted only subject to special written terms and applicable law.

10. Valuable Goods

Carrier is not required to accept currency, negotiable instruments, bullion, precious metals, precious stones, jewelry, works of art, antiques, securities, or other extraordinary-value Goods unless their nature and value are declared in advance and Carrier expressly accepts them in writing. A value shown only on a commercial invoice or customs document is not a declared value for carriage.

11. Subcontracting and Himalaya Protection

Carrier may subcontract any part of the carriage or related handling to vessel owners/operators, slot charterers, feeder carriers, railroads, motor carriers, draymen, terminals, stevedores, CFS operators, warehousemen, agents, and other independent contractors. Every such person, and its employees and agents, is intended to have the benefit of all defenses, immunities, exclusions, limitations, time bars, and rights available to Carrier under this bill to the fullest extent permitted by law. Carrier contracts for this purpose as agent and trustee for those beneficiaries.

12. Routing, Liberties and Substitution

Carrier may use any vessel, aircraft, truck, rail service, feeder, conveyance, port, terminal, depot, route, transshipment point, or sequence reasonably selected; transfer Goods between conveyances; carry Goods with other cargo; omit or revisit ports; slow steam; deviate for safety, salvage, bunkering, repair, crew, security, governmental orders, congestion, or other reasonable purposes; and substitute performing carriers or equipment. A reasonable deviation is not a breach of this contract.

13. Through and Multimodal Transportation; Network Liability

For through or multimodal carriage, Carrier may procure performance by independent carriers. If the stage where loss occurred is known, liability for that loss shall be determined by the mandatory law applicable to that stage and, where legally effective, by the applicable carrier terms and limits. If the stage is unknown or no mandatory regime applies, COGSA’s defenses and US$500-per-package or customary-freight-unit limitation apply to the fullest extent permitted by law.

14. Government Orders, Unsafe Conditions and Change of Voyage

Carrier may comply with any governmental, port, customs, sanctions, war-risk, security, health, canal, terminal, vessel, or safety order or recommendation. If performance becomes unsafe, unlawful, commercially impracticable, or materially disrupted, Carrier may refuse, discharge, return, warehouse, transship, reroute, delay, or terminate carriage at any reasonable place. Reasonable additional expenses are for Merchant’s account. Delivery or storage in accordance with such action may constitute due delivery to the extent permitted by law.

15. Delivery and Failure to Take Delivery

Merchant shall take delivery promptly when Goods are made available. If Merchant fails to do so, Carrier may discharge, devan, place Goods in a terminal, CFS, bonded facility, warehouse, open storage, or other reasonable custody at Merchant’s risk and expense, and Carrier’s responsibility may cease upon lawful delivery to such custodian.

16. Freight Earned; Non-Returnable; Collect Shipments

Freight is deemed earned upon Carrier’s receipt or acceptance of the Goods or booking, as specified by tariff, and is non-returnable except where mandatory law or Carrier’s tariff expressly provides otherwise. Freight and charges are payable in full without setoff or counterclaim. Designation of freight as “collect” does not release the shipper or Merchant from liability if the consignee fails to pay.

17. Demurrage, Detention, Per Diem, Storage and Equipment

Merchant is responsible for lawful demurrage, detention, per diem, chassis, storage, terminal, rail, reefer, plug, cleaning, repair, redelivery, exam, and equipment charges attributable to the Goods, Merchant, consignee, importer, government action, or failure to timely take delivery/return equipment. Carrier may advance charges and recover them from Merchant.

Nothing in this bill authorizes collection of a demurrage or detention invoice that mandatory U.S. law renders invalid or unenforceable. The parties retain all rights and obligations under the Shipping Act, Ocean Shipping Reform Act requirements, and then-current Federal Maritime Commission regulations.

18. Inspection and Opening of Containers

Carrier may open or inspect any Container when reasonably necessary for safety, security, customs, dangerous-goods compliance, carrier requirements, or government action. Inspection creates no duty to discover hidden defects. Merchant shall pay reasonable inspection, rehandling, repacking, storage, and related costs unless caused solely by Carrier’s non-waivable fault.

19. Lien

Carrier has a general and continuing lien on the Goods and documents for freight, general average, salvage, storage, demurrage, detention, per diem, duties, taxes, advances, expenses, attorneys’ fees, and all other sums due from Merchant on this or any related shipment or account, to the fullest extent permitted by law. Carrier may withhold delivery and enforce the lien by any lawful means, including sale after legally required notice.

20. General Average and Salvage

General average shall be adjusted at a place selected by Carrier under the York-Antwerp Rules 2016, or any successor rules incorporated by the performing ocean carrier, unless mandatory law requires otherwise. Merchant shall provide general-average and salvage security acceptable to Carrier before delivery and shall indemnify Carrier for contributions and expenses attributable to the Goods.

21. Both-to-Blame Collision

If collision, contact, or casualty gives rise to a lawful recourse or contribution claim against the carrying vessel or Carrier arising from a claim paid to Merchant by another vessel or person, Merchant shall indemnify Carrier to the extent permitted by applicable maritime law so that the contractual allocation of collision liabilities is preserved.

22. Fire and Statutory Defenses

Carrier retains every defense, immunity, exemption, burden-of-proof rule, and limitation available under COGSA, the Fire Statute, Harter Act, general maritime law, or other applicable law. Nothing in this bill increases Carrier’s liability beyond mandatory requirements unless Carrier expressly agrees in a signed writing.

23. COGSA Liability Limit; Declared Value

Where U.S. COGSA applies or is contractually extended, neither Carrier nor the vessel shall be liable for more than US$500 per package, or, for Goods not shipped in packages, per customary freight unit, unless Merchant declares the nature and higher value before shipment, the higher value is inserted in the bill, Carrier expressly accepts it, and any additional freight is paid. In no event is liability greater than the actual direct loss proved.

For containerized cargo, the determination of what constitutes a COGSA “package” is governed by applicable law and the description on the face of the bill; nothing in these Terms is intended to reduce a mandatory minimum below what COGSA permits.

24. Delay and Consequential Damages

Carrier does not guarantee arrival, vessel, sailing, transshipment, delivery, or market dates. TO THE FULLEST EXTENT PERMITTED BY LAW, CARRIER IS NOT LIABLE FOR DELAY OR FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST MARKET, BUSINESS INTERRUPTION, PRODUCTION LOSS, CONTRACT PENALTIES, OR CHARGEBACKS.

25. Cargo Insurance

Carrier liability limitations are not cargo insurance. Merchant shall obtain marine cargo insurance at full replacement value, including general-average and storage exposures, unless Carrier separately confirms in writing that insurance has been placed.

26. Notice of Loss; Time for Suit

Where COGSA applies, apparent loss or damage should be noted in writing before or at removal of the Goods from custody; concealed loss or damage should be notified in writing within three (3) days after delivery. In any event, suit for COGSA-governed loss or damage must be commenced within one (1) year after delivery or the date the Goods should have been delivered, unless mandatory law requires a different period.

For non-cargo claims not governed by a mandatory time bar, Merchant must comply with the claim and suit periods in ARI’s Master Terms.

27. Merchant Indemnity

Merchant shall defend, indemnify, and hold harmless Carrier, vessel interests, and subcontractors from claims, loss, damage, personal injury, death, pollution, fines, penalties, duties, taxes, and reasonable attorneys’ fees arising from Merchant’s breach; inaccurate particulars; packing/loading/securing; dangerous Goods; cargo defects; customs/trade violations; or acts of persons for whom Merchant is responsible. This indemnity does not shift liability that mandatory law prohibits Carrier from transferring.

28. Sanctions, Export Controls and Restricted Trade

Carrier may refuse, suspend, reroute, discharge, store, return, or terminate carriage to comply with sanctions, export controls, embargoes, port restrictions, forced-labor laws, restricted-party rules, or governmental directives. Merchant warrants legality of the transaction and shall indemnify Carrier for consequences of inaccurate or withheld compliance information.

29. Electronic Bills, Surrender and Release

Where permitted, Carrier may issue electronic bills of lading, sea waybills, release messages, and electronic delivery instructions. Merchant is responsible for safeguarding credentials and transferable electronic records. Carrier may require surrender, electronic control, identity verification, payment, or other proof of entitlement before release.

30. Original Bills and Delivery

For negotiable original bills, Carrier may require surrender of the full set or such electronic equivalent as applicable law and the bill system require. Carrier is not liable for refusing delivery where entitlement, identity, original documents, freight payment, customs release, or security is not reasonably established.

31. Tariff and Service Contract Incorporation

Carrier’s lawfully applicable FMC tariff/rules publication, negotiated rate arrangement, NVOCC service arrangement, or other lawful rate instrument is incorporated to the extent applicable. If a tariff provision conflicts with mandatory law, mandatory law controls. A shipment-specific signed contract may prevail over these Terms only to the extent expressly stated.

32. Governing Law and Forum

Except where mandatory law requires otherwise, this bill and any claim against ARI as Carrier are governed by U.S. federal maritime law and, where federal maritime law is silent, the laws of the State of New York. Exclusive jurisdiction lies in the United States District Court for the Eastern District of New York or, where federal jurisdiction is unavailable, the state courts located in Nassau County, New York. Merchant waives objections to personal jurisdiction and venue.

33. Himalaya, Benefit of Defenses and Covenant Not to Sue

Merchant agrees that no claim arising from carriage shall be brought against any servant, agent, terminal, stevedore, inland carrier, warehouseman, or subcontractor of Carrier except as mandatory law permits. If such a claim is nevertheless made, Merchant shall ensure that the subcontractor receives the benefit of applicable defenses and limitations and shall indemnify Carrier against duplicative recovery or liability caused by breach of this covenant.

34. Severability; Mandatory Law; Entire Contract

If any provision is invalid, it shall be enforced to the maximum lawful extent and the remainder remains effective. These Terms, the face of the bill, ARI’s incorporated tariff/rules, and any signed shipment-specific amendment form the contract of carriage. No employee or agent may waive a limitation or assume additional liability unless authorized in writing by an ARI officer.

35. Incorporation of ARI Master Terms

ARI Shipping Corp.’s then-current Master Terms and Conditions of Service are incorporated to supplement this bill on matters not inconsistent with mandatory law or these bill terms, including customs, sanctions, payment, electronic communications, cybersecurity, and general commercial provisions.

PART XIV - ARI HOUSE AIR WAYBILL CONDITIONS OF CONTRACT

Applicability. Applies when ARI issues or participates in the applicable house air waybill or otherwise lawfully contracts for air carriage in a capacity to which these conditions apply. Mandatory international air conventions and law control where applicable.

1. Definitions and Capacity

“ARI” means ARI Shipping Corp. when it issues or participates in the applicable house air waybill (HAWB) or provides air-forwarding Services. “Carrier” means ARI only to the extent ARI lawfully contracts as an indirect air carrier or contractual carrier under the HAWB; “Performing Carrier” means the airline or other carrier actually performing air carriage. “Shipper” includes the person named as shipper and the Customer requesting Services.

ARI may act as an independent freight forwarder/principal purchasing air transportation for resale, as an indirect air carrier where applicable, or as an agent in a specific transaction if expressly agreed. Merely placing ARI’s name in an airline-agent box or showing an underlying shipper on a master AWB does not, by itself, create an agency relationship or expand ARI’s obligations beyond the applicable commercial agreement and law.

2. Governing Conventions and Law

International air carriage is subject to the Montreal Convention 1999 (MC99) where applicable, or the Warsaw Convention system where compulsorily applicable. Mandatory convention rules prevail over inconsistent contract provisions. To the extent no convention applies, the HAWB, ARI’s Master Terms, applicable carrier tariffs/conditions, and governing domestic law apply.

3. Air Waybill; Electronic Records; Successive Carriage

The HAWB, master AWB, electronic shipment record, booking data, and incorporated terms evidence the air-carriage arrangements. Electronic air waybills and electronic records may be used where lawful. Carriage performed by successive air carriers under a single contract may be treated as a single operation to the extent provided by applicable convention.

4. Shipper Information and Warranty

Shipper warrants the accuracy and completeness of all cargo particulars, including shipper/consignee identities, piece count, dimensions, gross and chargeable weight, commodity description, value, country of origin, dangerous-goods status, security status, customs/export data, temperature requirements, and special handling instructions. Shipper shall indemnify ARI and Performing Carriers for loss, fines, penalties, rehandling, storage, and claims caused by inaccurate or incomplete particulars.

5. Packaging, Labeling and Suitability for Air Carriage

Shipper shall pack and label cargo to withstand normal air-cargo handling, stacking, vibration, pressure changes, temperature variation, screening, transfer, and ground handling. Unless ARI expressly accepts packaging work in writing, ARI is not responsible for internal packaging, latent packing defects, inadequate cushioning, pallet construction, moisture protection, or commodity-specific preservation.

6. Dangerous Goods, Lithium Batteries and Regulated Cargo

Shipper shall not tender dangerous goods or regulated air cargo without advance written disclosure and ARI’s express acceptance. Shipper must comply with all applicable ICAO Technical Instructions, IATA Dangerous Goods Regulations, governmental rules, and carrier requirements and must provide accurate classifications, UN numbers, packing instructions, marks, labels, declarations, SDS, emergency information, and test documentation.

For lithium cells, batteries, battery-powered equipment, and portable power stations, Shipper shall provide the correct UN classification, watt-hour rating, battery mass where required, UN 38.3 test summary, state-of-charge information, packing/marking/labeling documentation, and any approvals or exemptions required for the specific mode and package. ARI may refuse any shipment that does not satisfy current carrier and regulatory requirements.

Shipper shall defend and indemnify ARI and all carriers/handlers for consequences of undeclared, misdeclared, defective, damaged, recalled, or noncompliant dangerous goods, including aircraft/terminal damage, emergency response, bodily injury, death, environmental cleanup, fines, and attorneys’ fees.

7. Security Screening and Inspections

Cargo is subject to TSA, airline, airport, customs, and governmental security requirements. ARI or authorized providers may open, screen, x-ray, inspect, swab, weigh, measure, or otherwise examine cargo when required or reasonably necessary. Screening may delay uplift and may require repacking or special handling. Screening authority does not create a duty to discover hidden defects or undeclared dangerous goods.

8. Routing, Space, Uplift and Schedules

Airline space, aircraft type, routing, gateways, flight numbers, connections, uplift, and transit times are subject to carrier acceptance and operational conditions. Unless ARI expressly guarantees a service in a signed writing, all schedules are estimates, time is not of the essence, and ARI may use alternate carriers, routes, airports, or ground segments.

ARI is not liable for airline cancellation, offload, embargo, capacity shortage, missed connection, weather, strike, security event, government hold, customs/PGA action, airport closure, mechanical issue, or other delay outside ARI’s direct control, except to the extent mandatory law imposes liability.

9. Charges and Payment

Shipper guarantees payment of all airfreight, screening, security, fuel, dangerous-goods, handling, storage, customs, ground, transfer, documentation, reweigh/remeasurement, and other charges due under the HAWB, carrier tariff, or ARI quotation. Collect designation does not relieve Shipper if the consignee fails to pay. ARI may require prepayment and may hold cargo or documents as permitted by law for unpaid charges.

10. Liability Under Montreal Convention - 26 SDR/kg

Where MC99 applies, liability for destruction, loss, damage, or delay of cargo is governed by MC99. The Article 22(3) cargo limit revised effective December 28, 2024 is 26 Special Drawing Rights (SDRs) per kilogram, unless a valid special declaration of interest in delivery at destination has been made, accepted, and any required supplementary charge paid, or another mandatory rule applies.

The applicable SDR conversion is determined under the governing convention and law at the relevant time. A commercial invoice value or customs value is not, by itself, a special declaration of interest for carriage.

11. Liability When Montreal Convention Does Not Apply

For carriage to which MC99 does not apply, and except where a mandatory convention, statute, carrier tariff, or accepted declared value provides a greater limit, Carrier’s liability for cargo loss, damage, or delay shall not exceed 26 SDRs per kilogram. Where ARI acts only as agent/forwarder rather than contractual carrier, ARI’s own liability is governed by ARI’s Master Terms and mandatory law.

12. Weight Used for Liability

For loss, damage, or delay affecting only part of a shipment, the weight used to calculate any per-kilogram liability limit shall be determined under the applicable convention, law, and air waybill rules. For U.S. foreign air transportation where the governing rules require use of chargeable shipment weight or prorated affected-package weight, that rule shall apply.

13. Declared Value and Higher Liability

Shipper may request a higher declared value or special declaration before carriage. It is effective only if Carrier expressly accepts it, the value is recorded in the proper carriage field, and any applicable additional charge is paid. Carrier may decline a declared value or require cargo insurance or special handling.

14. Cargo Insurance

Air-carrier liability limits may be far below cargo value. Shipper shall maintain all-risk cargo insurance at replacement value unless ARI separately confirms in writing that requested insurance has been placed. ARI is not the insurer and does not guarantee an insurer’s coverage or claim decision.

15. Claims - Damage, Delay and Non-Delivery

Where the applicable air-carriage rules follow MC99/IATA conditions, written complaint must be made promptly and no later than fourteen (14) days from receipt for cargo damage, twenty-one (21) days from the date cargo was placed at the disposal of the person entitled to delivery for delay, and one hundred twenty (120) days from issuance of the air waybill (or, if no air waybill was issued, from receipt of the cargo for transportation) for non-delivery. Mandatory convention or local-law rules control if different.

No action may be maintained unless the applicable written-claim requirements are satisfied. Rights to damages under MC99 are extinguished if an action is not brought within two (2) years, calculated as the Convention provides. For claims against ARI unrelated to convention-governed carriage, ARI’s Master Terms apply.

16. Receipt and Delivery

Acceptance of cargo without written exception is evidence of delivery in the condition shown by the delivery record, subject to applicable concealed-damage rules. Carrier may require identity, customs release, payment, security, original documents, electronic release authorization, or other reasonable proof before delivery.

17. Customs, Export and Pre-Loading Data

Shipper is responsible for accurate customs, export-control, security, and pre-loading advance cargo information supplied for the shipment, including data required under U.S. AES/EEI rules, customs regimes, PLACI systems, ICS2 or successor programs, and airline/government security filings. Where filing obligations are divided among Shipper, ARI, and a Performing Carrier, each party’s responsibility is limited to the data and filing role it expressly undertakes.

18. Sanctions and Restricted Trade

ARI and Performing Carriers may refuse, offload, reroute, hold, return, or terminate transportation to comply with sanctions, export controls, embargoes, security rules, restricted-party requirements, governmental directives, or carrier policies. Shipper warrants that all transaction parties, end uses, destinations, and Goods are lawful and shall indemnify ARI for loss resulting from inaccurate or concealed compliance information.

19. Ground Transportation and Independent Motor Carriers

Pickup, transfer, and delivery by motor vehicle may be performed by independent motor carriers. Unless ARI expressly undertakes motor-carrier responsibility in a signed writing and is legally authorized to do so, ARI arranges such trucking as an intermediary and does not operate or control the truck or driver. The motor carrier has exclusive responsibility for vehicle operation, drivers, safety, routes, securement, and compliance with motor-carrier law.

Where an international HAWB lawfully provides through-carriage responsibility, liability for a known ground-stage loss is subject to mandatory law applicable to that stage and the network-liability provisions of the governing transport contract.

20. Independent Contractors; Benefit of Defenses

Airlines, ground handlers, truckers, terminals, warehouses, screening providers, and agents used in connection with the shipment are independent contractors. To the fullest extent permitted by law, they and their employees/agents are entitled to the benefit of the defenses, limits, exclusions, and time bars applicable to ARI under the HAWB, and ARI is entitled to defenses and limitations available to them.

21. Consequential Damages and Delay

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE CONVENTION AND LAW, ARI SHALL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOST MARKET, BUSINESS INTERRUPTION, PRODUCTION LOSS, CONTRACT PENALTIES, OR CHARGEBACKS. No special damages are assumed unless their nature and approximate amount are disclosed in advance and ARI expressly agrees in a signed writing to accept that risk.

22. Shipper Indemnity

Shipper shall defend, indemnify, and hold harmless ARI, Performing Carriers, handlers, agents, and subcontractors from claims, penalties, losses, personal injury, death, property damage, customs/export liability, and reasonable attorneys’ fees arising from inaccurate particulars, insufficient packing, cargo defects, dangerous goods, unlawful trade, Shipper instructions, or Shipper’s breach, except to the extent prohibited by mandatory law.

23. Force Majeure and Compliance Action

ARI may suspend, reroute, store, return, or terminate Services without additional liability when performance is prevented or materially affected by events beyond reasonable control, including weather, war, terrorism, strikes, cyberattack, system outage, government action, embargo, airport closure, carrier disruption, capacity shortage, or safety/security event. Shipper remains responsible for reasonable additional charges.

24. Lien and Right to Withhold

ARI has the lien and withholding rights stated in its Master Terms and any applicable carrier tariff. Cargo and documents may be withheld to the extent permitted by law for unpaid freight, storage, duties, taxes, advances, or other amounts owed by Shipper or Customer.

25. Hierarchy and Incorporation

Priority is: mandatory international convention and law; the applicable HAWB when ARI acts as contractual carrier; the Performing Carrier’s mandatory conditions/tariff for its performance; a signed shipment-specific amendment; these Air Waybill Conditions; and ARI’s Master Terms. No employee or agent may increase ARI’s liability or waive a limitation without written approval from an authorized ARI officer.

26. Governing Law and Forum for Non-Convention Claims

For claims not governed by a mandatory air convention or other mandatory law, New York law applies and exclusive venue is in the state courts located in Nassau County, New York, or the United States District Court for the Eastern District of New York. The parties waive jury trial to the fullest extent permitted by law.

PART XV - WEBSITE USE TERMS

Applicability. Applies to access to and use of ARI’s public website, portals, online forms, quote tools, and other digital features. Transactional Services remain governed by the applicable service Parts.

1. Website Scope and Eligibility

Use of ARI’s website, portals, forms, quote tools, shipment tools, and other online features is subject to this Part in addition to the service terms applicable to any transaction. Users must use the website lawfully and must not attempt unauthorized access, introduce malicious code, interfere with systems, scrape protected content in violation of law or stated restrictions, impersonate another person, or misuse accounts or credentials.

2. Account and Credential Security

A user is responsible for safeguarding its usernames, passwords, authentication methods, email accounts, devices, and other credentials used to communicate with ARI. The user must promptly notify ARI of suspected unauthorized access or compromise. ARI may suspend access where reasonably necessary for security, fraud prevention, compliance, or system protection.

3. Website Information; No Warranty

Website information may contain inadvertent errors, omissions, outdated information, or typographical mistakes and may be changed or corrected without notice. Except to the extent required by law, website content is provided on an “as is” and “as available” basis without express or implied warranties, including warranties of accuracy, completeness, merchantability, fitness for a particular purpose, availability, or non-infringement. A website description, transit estimate, schedule, calculator, article, alert, marketing statement, or general informational page is not a binding shipment quotation or legal/compliance opinion unless ARI expressly states otherwise in a transaction-specific writing.

4. Malware, Systems and Third-Party Platforms

ARI may use reasonable security measures but does not guarantee that the website, email, EDI, APIs, portals, downloads, third-party integrations, or linked systems will be uninterrupted, error-free, or free of malicious code. Users are responsible for maintaining appropriate safeguards, backups, endpoint protection, and independent verification procedures. Liability for cyber events is governed by the applicable Parts of these Consolidated Terms and mandatory law.

5. External Links and Third-Party Content

Links to carrier, government, vendor, mapping, payment, social-media, or other third-party websites are provided for convenience. ARI does not control and does not endorse or warrant third-party content merely by linking to it. Use of third-party sites is subject to their own terms and risks.

6. Intellectual Property

Unless otherwise stated, the website design, text, graphics, logos, photographs, documents, forms, and other content are owned by ARI or used with permission and are protected by applicable intellectual-property law. Users may view, print, or temporarily store content for legitimate business dealings with ARI. Reproduction, republication, distribution, commercial exploitation, or creation of derivative materials beyond lawful use requires ARI’s prior written consent, except where law provides otherwise.

7. User Submissions and Communications

A user represents that it has authority to submit information, instructions, documents, data, images, comments, and other materials sent to ARI and that the submission does not violate law or third-party rights. Operational and transaction information is handled under the confidentiality and disclosure provisions of the applicable service terms. General unsolicited suggestions or ideas submitted without a separate confidentiality agreement may be used by ARI without creating an obligation to adopt, compensate for, or treat the suggestion as proprietary, to the extent permitted by law.

8. Website Liability

To the fullest extent permitted by law, ARI is not liable for indirect, incidental, special, punitive, exemplary, or consequential damages arising solely from use of or inability to use the website, including lost profits, lost data, or business interruption. Nothing in this website-use Part alters a mandatory liability regime or an applicable service-specific liability provision elsewhere in these Consolidated Terms.

9. Changes to Website and Published Terms

ARI may modify, suspend, or discontinue website features and may update published terms prospectively. The version applicable to a Service is determined under the acceptance, incorporation, and prospective-effect provisions at the beginning of these Consolidated Terms and any governing signed agreement or transport document.

PART XVI - SHORT-FORM INCORPORATION NOTICE FOR QUOTES, BOOKINGS AND INVOICES

The following notice is intended for conspicuous placement on quotations, booking confirmations, rate confirmations, credit applications, invoices, email booking templates, and comparable transaction records so that Customers receive repeated notice of the published terms:

ARI SHIPPING CORP. - TERMS INCORPORATION NOTICE ALL SERVICES ARE SUBJECT TO ARI SHIPPING CORP.’S THEN-CURRENT TERMS AND CONDITIONS OF SERVICE AND, WHERE APPLICABLE, ARI’S HOUSE BILL OF LADING, HOUSE AIR WAYBILL, TARIFF/RULES PUBLICATION, CUSTOMS POWER OF ATTORNEY, AND SERVICE-SPECIFIC ADDENDA. THESE TERMS CONTAIN LIMITATIONS OF LIABILITY, CLAIM TIME LIMITS, LIEN RIGHTS, INDEMNITY OBLIGATIONS, AND A JURY-TRIAL WAIVER. BY BOOKING, TENDERING CARGO, ACCEPTING SERVICES, OR PAYING AN INVOICE AFTER NOTICE OF THE TERMS, CUSTOMER AGREES TO BE BOUND. CARGO INSURANCE IS NOT INCLUDED UNLESS ARI CONFIRMS PLACEMENT IN WRITING.

PART XVII - PUBLICATION, VERSION CONTROL AND CONTACT

1. Published Version

ARI should retain a dated copy of each published version of these Consolidated Terms. The version in effect for a transaction is determined by the Effective Date, the date reasonable notice was provided, the booking/acceptance date, and any controlling signed agreement, transport document, tariff, or mandatory law.

2. Formal Notices to ARI

Unless another governing document provides a different legally required notice method, formal contractual notices to ARI should be directed to:

ARI Shipping Corp.
Attn: Legal / Management
80 Sheridan Blvd. Inwood, NY 11096
United States

A copy should also be sent to the ARI representative handling the account or shipment. Claim notices must additionally comply with every deadline, destination, and documentation requirement in the applicable Part, bill of lading, air waybill, carrier tariff, or mandatory law.

3. No Oral Modification; Authorized Amendments

No salesperson, dispatcher, warehouse employee, agent, or service provider may waive these Terms, increase ARI’s liability, waive a claim deadline, surrender a lien, or assume a guarantee except through a writing authorized under the applicable Part and accepted by an authorized ARI officer. Operational communications do not constitute a contractual amendment unless they expressly state the provision being changed and satisfy applicable authorization requirements.

4. Entire Consolidated Publication

Parts I through XVII are intended to constitute one consolidated publication. A Part applies only when its stated service, role, document, or transaction is involved. The inapplicability of one Part does not affect the enforceability of another applicable Part.