Effective	11JAN2022
Filed	11JAN2022
Filing Codes	IC

                     Direct Xpress Logistics, Inc.
                    TERMS AND CONDITIONS OF SERVICE
  
These terms and conditions of service constitute a legally binding
contract between the "Company" and the "Customer". In the event the
Company renders services and issues a document containing Terms and
Conditions governing such services, the Terms and Conditions set forth in
such other document(s) shall govern those services.
  
1. Definitions.  "Company" shall mean Direct Xpress Logistics, Inc., its
subsidiaries, related companies, agents and/or representatives;
  
 (a) "Customer" shall mean the person for which the Company is
rendering service, as well as its principals, agents and/or
representatives, including, but not limited to, shippers, importers,
exporters, carriers, secured parties, warehousemen, buyers and/or sellers,
shipper's agents, insurers and underwriters, break-bulk agents,
consignees, etc. It is the responsibility of the Customer to provide
notice and copy(s) of these terms and conditions of service to all such
agents or representatives;
 (b) "Documentation" shall mean all information received directly or
indirectly from Customer, whether in paper or electronic form;
 (c) "Ocean Transportation Intermediaries" ("OTI") shall include an
"ocean freight forwarder" and a "non-vessel operating carrier";
 (d) "Third parties" shall include, but not be limited to, the
following: "carriers, truckmen, cartmen, lightermen, forwarders, OTIs,
customs brokers, agents, warehousemen and others to which the goods are
entrusted for transportation, cartage, handling and/or delivery and/or
storage or otherwise".
  
2. Company as agent. The Company acts as the "agent" of the Customer for
the purpose of performing duties in connection with the entry and release
of goods, post entry services, the securing of export licenses, the filing
of export and security documentation on behalf of the Customer and other
dealings with Government Agencies, or for arranging for transportation
services, both domestically and internationally, or other logistics
services in any capacity other than as a carrier.
  
3. Limitation of Actions.
 (a) Unless subject to a specific statute or international convention,
all claims against the Company for a potential or actual loss, must be
made in writing and received by the Company, within 30 days for ocean
shipments and 14 days for air shipments of the event giving rise to claim;
the failure to give the Company timely notice shall be a complete defense
to any suit or action commenced by Customer.
 (b) All suits against Company must be filed and properly served on
Company as follows: 
    (i) For claims arising out of ocean transportation, within one (1) year
from the date of the loss;
   (ii) For claims arising out of brokering domestic motor carrier
transportation, within one (1) Year from the date of loss;
  (iii) For claims arising out of air transportation, within two (2) years
from the date of the loss;
   (iv) For claims arising out of the preparation and/or submission of an
import entry(s), within thirty (30) days from the date of liquidation of
the entry(s);
    (v) For any and all other claims of any other type, within one (1) year
from the date of the loss or damage.
  
4. No Liability for The Selection or Services of Third Parties and/or
Routes. Unless services are performed by persons or firms engaged pursuant
to express written instructions from the Customer, Company shall use
reasonable care in its selection of third parties, or in selecting the
means, route and procedure to be followed in the handling, transportation,
clearance and  delivery  of the  shipment; advice by the Company that a
particular person or firm has been selected to render services with
respect to the goods, shall not be construed to mean that the Company
warrants or represents that such person or firm will render such services
nor does Company assume responsibility or liability for any actions(s)
and/or inaction(s) of such third parties and/or its agents, and shall not
be liable for any delay or loss of any kind, which occurs while a shipment
is in  the  custody or  control of a  third party or  the agent of a 
third party; all claims in connection with the Act of a third party shall
be brought solely against such party and/or its agents; in connection with
any such claim, the Company shall reasonably cooperate with the Customer,
which shall be liable for any charges or costs incurred by the Company.
  
5. Quotations Not Binding. Quotations as to fees, rates of duty, freight
charges, insurance premiums or other charges given by the Company to  the
Customer are for informational  purposes only and are subject    to change
without notice; no quotation shall be binding upon the Company unless the
Company in writing agrees to undertake the handling or transportation of
the shipment at a  specific rate or amount set forth in  the quotation and
payment arrangements are agreed to between the Company and the Customer.
  
6. Reliance on Information Furnished.
 (a) Customer acknowledges that it is required to review all documents
and declarations prepared and/or filed with U.S. Customs & Border
Protection, other Government  Agency and/or third parties, and will
immediately advise the Company of any errors, discrepancies, incorrect
statements, or omissions on any declaration or other submission filed on
Customers behalf;
 (b) In preparing and submitting customs entries, export declarations,
applications, security filings, documentation, delivery orders and/or
other required data, the Company relies on the correctness of all
documentation, whether in written or electronic format, and all
information furnished by Customer; Customer shall use reasonable care to
ensure the correctness of all such information and shall indemnify and
hold the Company harmless from any and all claims asserted and/or
liability or losses suffered by reason of the Customer's failure to
disclose information or any incorrect, incomplete or false statement by
the Customer or its agent, representative or contractor upon which the
Company reasonably relied. The Customer agrees that the Customer has an
affirmative non-delegable duty to disclose any and all information
required to import, export or enter the goods.
 (c) Customer acknowledges that it is required to provide verified
weights obtained on calibrated, certified equipment of all cargo that is 
to be tendered to steamship lines and represents that Company   is
entitled to rely on the accuracy of such weights and to counter -sign or
endorse it as agent of Customer in order to provide the certified weight
to the steamship lines. The Customer agrees that it shall indemnify and
hold the Company harmless from any and all claims, losses, penalties or
other costs resulting from any incorrect or questionable statements of the
weight provided by the Customer or its agent or contractor on which the
Company relies.
 (d) Customer acknowledges that it is required to advise Company in
advance of its intention to tender hazardous material goods and that it
will otherwise comply with all federal and international hazardous
material regulations.
  
7. Declaring Higher Value to Third Parties. Third parties to whom the
goods are entrusted may limit liability for loss or damage; the Company
will request excess valuation coverage only upon specific written
instructions from the Customer, which must agree to pay any charges
therefore; in the absence of written instructions or the refusal of the
third party to agree to a higher declared value, at Company's discretion,
the goods may be tendered to the third party, subject to the terms of the
third party's limitations of liability and/or terms and conditions of
service.
  
8. Insurance. Unless requested to do so in writing and confirmed to
Customer in writing, Company is under no obligation to procure insurance
on Customer's behalf; in all cases, Customer shall pay all premiums and
costs in connection with procuring requested insurance.
  
9. Disclaimers; Limitation of Liability.
 (a) Except as specifically set forth in these terms and conditions,
Company makes no express or implied warranties in connection with its
services;
 (b) Customer may obtain insurance coverage for cargo loss or damage,
up to the actual or declared value of the shipment or transaction, by
requesting such coverage and agreeing to make payment therefor, which
request must be confirmed in writing by the Company prior to rendering
services for the covered transaction(s). 
 (c) In all events, the Company's liability shall be limited to the
following:
    (i) where the claim arises from activities other than those
relating to customs business, $400   per shipment or transaction, or 
   (ii) where the claim arises from activities relating to
"Customs business," $ 50   per entry or the amount of brokerage fees paid
to Company for the entry, whichever is less;
 (d) In no event shall Company be liable or responsible for
consequential, indirect, incidental, statutory or punitive damages, even
if it has been put on notice of the possibility of such damages, or for
the acts of third parties.
 (e) With respect to domestic transportation, Company shall not be
liable for a motor carrier's failure to maintain insurance or for the
accuracy of any documentation furnished by a motor carrier to Company or
Customer evidencing said coverage. 
  
10. Advancing Money. All charges must be paid by Customer in advance
unless the Company agrees in writing to extend credit to customer; the
granting of credit to a Customer in connection with a particular
transaction shall not be considered a waiver of this provision by the
Company.
  
11. Indemnification/Hold Harmless. The Customer agrees to indemnify,
defend, and hold the Company harmless from any claims and/or liability,
fines, penalties and/or attorneys' fees arising from the importation or
exportation of customers merchandise and/or any conduct of the Customer,
including but not limited to the inaccuracy of entry, export or security
data supplied by Customer or its agent or representative, which violates
any Federal, State and/or other laws, and further agrees to indemnify and
hold the Company 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 the  Company 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 the Company, it shall
give notice in writing to the Customer by mail at its address on file with
the Company.
  
12. C.O.D. or Cash Collect Shipments. Company shall use reasonable care
regarding written instructions relating to "Cash/Collect on Deliver
(C.O.D.)" shipments, bank drafts, cashier's and/or certified checks,
letter(s) of credit and other similar payment documents and/or
instructions regarding collection of monies but shall not have liability
if the bank or consignee refuses to pay for the shipment.
  
13. Costs of Collection. In any dispute involving monies owed to Company,
the Company shall be entitled to all costs of collection, including
reasonable attorney's fees and interest at 6% per annum or the highest
rate allowed by law, whichever is less unless a lower amount is agreed to
by Company.
  
14. General Lien and Right To Sell Customer's Property.
 (a) Company shall have a continuing lien on any and all  property and
documents relating thereto of Customer coming into Company's actual or
constructive possession, custody or control or enroute, which lien shall
survive delivery, for all charges, expenses or advances owed to  Company
with regard  to the shipment on which the lien is claimed, a prior
shipment(s) and/or both. Customs duties, transportation charges, and
related payments advanced by the Company shall be deemed paid in trust on
behalf of the Customer and treated as pass through payments made on behalf
of the Customer for which the Company is acting as a mere conduit.
 (b) Company shall provide written notice to Customer of its intent to
exercise such lien, the exact amount of monies due and owing, as well as
any on -going storage or other charges; Customer shall notify all parties
having an interest in its shipment(s) of Company's rights and/or the
exercise of such lien.
 (c) Unless, within thirty days of receiving notice of lien, Customer
posts cash or letter of credit at sight, or, if the amount due is in
dispute, an acceptable bond equal to 110% of the value  of the total 
amount due, in favor of Company, guaranteeing payment of the monies owed,
plus all storage charges accrued or  to  be accrued, Company shall have
the right to  sell such  shipment(s) at public or private  sale or auction
and any net proceeds remaining thereafter shall be refunded to Customer.
  
15. No Duty To Maintain Records For Customer.  Customer acknowledges that
pursuant to  Sections 508 and 509 of the Tariff Act, as amended, (19 USC
Sec. 1508 and 1509) it has the duty and is solely liable for maintaining all
records required under the Customs and/or other Laws and  Regulations of
the United States; unless otherwise agreed to in writing, the Company
shall only  keep such records that it is required  to maintain by
Statute(s) and/or Regulation(s), but not act  as a  "recordkeeper" or 
"recordkeeping agent" for Customer.
  
16. Obtaining Binding Rulings, Filing Protests, etc. Unless requested by
Customer in writing and agreed to by Company in writing, Company shall be
under no obligation to undertake any pre- or post-Customs release action,
including, but not limited to, obtaining binding rulings, advising of
liquidations, filing of petition(s) and/or protests, etc.
  
17. No Duty To Provide Licensing Authority. Unless requested by Customer
in writing and agreed to by the Company in writing, Company shall not be
responsible for determining licensing authority or obtaining any license
or other authority pertaining to the export from or import into the United
States.
  
18. Preparation and Issuance of Bills of Lading. Where Company prepares
and/or issues a  bill of lading, Company shall be under no obligation to
specify thereon the number of pieces, packages and/or cartons, etc.;
unless specifically requested to do so in writing by Customer or its agent
and  Customer agrees to pay for same, Company shall rely upon and use the
cargo weight supplied by  Customer.
  
19. No Modification or Amendment Unless Written. These terms and
conditions of service may only be modified, altered or amended in writing
signed by both Customer and Company; any attempt to unilaterally modify,
alter or amend same shall be null and void.
  
20. Compensation of Company. The compensation of the Company for its
services shall be included with and is in addition to the rates and
charges of all carriers and other agencies selected by the Company to
transport and deal with the goods and such compensation shall be exclusive
of any brokerage, commissions, dividends, or other revenue received by the
Company from carriers, insurers and others in connection with the
shipment. On ocean exports, upon request, the Company shall provide a
detailed breakout of the components of all charges assessed and a true
copy of each pertinent document relating to these charges. In any referral
for collection or act ion against the Customer for monies due the Company,
upon recovery by the Company, the Customer shall pay the expenses of
collection and/or litigation, including a reasonable attorney fee.
  
21. Force Majeure. Company shall not be liable for losses, damages,
delays, wrongful or missed deliveries or nonperformance, in whole or in
part, of its responsibilities under the Agreement, resulting from
circumstances beyond the control of either Company or its sub
-contractors, including but  not limited to: (i) acts of God, including
flood, earthquake, tornado, storm, hurricane, power failure, epidemic or
other severe health crisis, or other natural disaster; (ii) war,
hijacking, robbery,  theft or  terrorist activities; (iii) incidents or 
deteriorations to means of transportation, (iv) embargoes, (v) civil
commotions or riots, (vi) defects, nature or inherent vice of the goods;
(vii) acts, breaches of contract or omissions by Customer,  Shipper,
Consignee or anyone else who may have an interest in the shipment, (viii)
acts by any government or any agency or subdivision thereof, including
denial or cancellation of any import/export or other necessary license; or
(ix) strikes, lockouts or other labor conflicts. In such event, Company
reserves the right to amend any tariff or negotiated freight or logistics
rates, on one day's notice, as necessary to provide the requested service.
  
22. Severability. In the event any Paragraph(s) and/or portion(s) hereof
is found to be invalid and/or unenforceable, then in such event the
remainder hereof shall remain in Full force and effect. Company's decision
to waive any provision herein, either by conduct or otherwise, shall not
be deemed to be a further or continuing waiver of such provision or to
otherwise waive or invalidate any other provision herein.
  
23. Governing Law; Consent to Jurisdiction and Venue. These terms and
conditions of service and the relationship of the parties shall be
construed according to the laws of the State of IN without giving
consideration to principles of conflict of law.  Customer and Company:
 (a) irrevocably consent to the jurisdiction of the United States
District Court and the State courts of IN;
 (b) agree that any action relating to the services performed by
Company, shall only be brought in said courts;
 (c) consent to the exercise of in personam jurisdiction by said courts
over it, and
 (d) further agree that any action to enforce a judgment may be
instituted in any jurisdiction.
  
Approved by the National Customs Brokers and Forwarders Association of
America, Inc. (Revised 4/16/2020 )

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