Agreement to Terms of Use

These Terms and Conditions of Use (the “Terms of Use”) apply to all services provided by ABC Depot Logistics, Inc., its subsidiaries and affiliates, including logistics services around the world (collectively, the “Services”). BY USING ABC DEPOT LOGISTICS SERVICES, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

ABC Depot Logistics reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Services following the posting of changes will mean that you accept and agree to the changes.

Definitions

As used in the following terms and conditions, “you” and “your” refer to the Customer, its employees and agents. “We”, “our” and “us” refer to ABC Depot Logistics. Unless otherwise indicated, all dollar amounts referred to are expressed in United States dollars.

Agreement to Terms

By giving us your shipment to deliver, you warrant that you are the owner of the goods transported hereunder or you are the authorized agent of the owner of the goods and you agree to the terms and conditions set forth. We reserve the right to change, modify or delete, in whole or in part, these terms and conditions at any time. By utilizing our broker services, you understand and agree that we may contract with one or more direct or indirect air carriers or other transportation service providers for the delivery of your shipment.

Nothing in these terms and conditions is intended to or shall be deemed to provide you with any greater rights or remedies than are available to us in the event of any actions, inactions, errors, omissions or negligence of any direct or indirect air carrier or other transportation service providers being utilized in the delivery of your shipment.

Right to Inspect

We reserve the right to and may, at our option, open and inspect your shipment after we receive them from you.

Responsibility for Payment

You will always be primarily responsible for all delivery costs including taxes and duties, as well as any costs we may incur in returning a shipment to you or otherwise holding or disposing of such shipment if delivery cannot be effected.

All charges must be paid by you in advance unless we agree in writing to extend credit to you; the granting of credit to you in connection with a particular transaction shall not be considered a waiver of this provision by us.

Qualified Acceptance

We reserve the right to reject a shipment after acceptance but prior to delivery when such shipment may or would be likely to include goods on our prohibited and dangerous goods list, cause damage or delay to another shipment, our equipment or personnel, (or the equipment, personnel or other shipment of indirect or direct air carriers or other transportation providers) or if the transportation, handling, delivery or possession of such shipment and/or its content is prohibited by law or is in violation of any applicable rule or regulation or the terms set forth herein.

Limitations of Liability

In preparing and submitting customs entries, export declarations, applications, security filings, documentation and/or other required data, we rely on the correctness of all documentation, whether in written or electronic format, and all information furnished by you; you shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold us harmless from any and all claims asserted and/or liability or losses suffered by reason of your failure to disclose information or any incorrect, incomplete or false statement by you or your agent, representative or contractor upon which we reasonably relied. You agree that you have an affirmative non-delegable duty to disclose any and all information required to import, export or enter the goods.

We will not be liable in any case for incidental, consequential or special damages, including, but not limited to loss of profits or income, regulatory fines and penalties resulting from your violation of applicable laws or our policies whether or not we had knowledge that such damages might be incurred.

Indemnification/Hold Harmless

You agree to indemnify, defend, and hold us harmless from any claims and/or liability, fines, penalties and/or attorneys’ fees arising from the importation or exportation of your or your customers merchandise and/or any of your conduct, including but not limited to the inaccuracy of entry, export or security data supplied by you or your agent or representative or customer, which violates any Federal, State, Country, Province and/or other laws, and further agree to indemnify and hold us harmless against any and all liability, loss, damages, costs, claims, penalties, fines and/or expenses, including but not limited to reasonable attorney’s fees, which we may hereafter incur, suffer or be required to pay by reason of such claims; in the event that any claim, suit or proceeding is brought against us, we shall give notice in writing to you by mail at your address on file with us.

Confidential Information

“Confidential Information” includes our, but is not limited to, rates, product schematics or drawings, descriptive material, specifications, source code or object code, sales and user information, our business policies or practices, information received from others that we are obligated to treat as confidential, and other materials and information of a confidential nature. You shall not use any Confidential Information other than for purposes of evaluation in connection with our products and services or as otherwise expressly authorized by us. Confidential Information may be disclosed, reproduced, summarized or distributed only in pursuance of your business relationship with us.

Compliance

You warrant that: all of your shipments are acceptable for transportation and that may be lawfully carried aboard any cargo airline or other federally regulated carrier; that shipments do not contain articles classified as hazardous, dangerous or prohibited or restricted by any applicable statutes and regulations including those of the DOT (Department of Transportation), TSA (Transportation Security Administration), IATA (International Air Transport Association),; that it has complied with all relevant TSA, DOT and IATA requirements, rules and regulations including Known Shipper Re-Verification form, and, when applicable, completion of a Written Authorization to Prepare or Transmit Shipper’s Export Information, and customs laws and regulations regarding admissibility of the goods into a customs territory including but not limited to the protection of intellectual property rights.