PART (1) – TERMS AND CONDITIONS

The undersigned “Customer” retains Shockwave Cargo LLC D/B/A Encore Logistix  LLC d/b/a Shockwave Cargo LLC D/B/A Encore Logistix  (“Shockwave Cargo LLC D/B/A Encore Logistix”) as its agent to organize transportation services and offer logistics assistance following the provisions of this Agreement and in exchange for fees. These services include but are not limited to the following: preparing and/or processing export declarations and carnets; providing and/or arranging customs brokerage services; booking, arranging for, or confirming cargo space; preparing and/or processing delivery orders or dock receipts; preparing and/or processing bills of lading; arranging for and/or providing crating, packing, unpacking, and warehouse storage; arranging cargo insurance; and handling freight or monies advanced by securing party. Client represents and guarantees that it is either the owner of the items being transported or is authorized to engage in this Agreement on behalf of the owner of the products.

Shockwave Cargo LLC D/B/A Encore Logistix will utilize its best efforts to choose and employ responsible carriers, warehousemen, and other transportation middlemen on Customer’s behalf. Customer acknowledges that the terms and conditions of the storage receipts of warehousemen and the contracts of carriage of air, land, and/or ocean carriers that Shockwave Cargo LLC D/B/A Encore Logistix holds shall apply to Customer as if Customer had engaged in these contracts themselves.

Under certain conditions, Shockwave Cargo LLC D/B/A Encore Logistix may offer warehousing services, ocean carriage as a Non-Vessel Operating Common Carrier, air carriage as an Indirect Air Carrier, and the pickup, consolidation, line haul, break bulk, and distribution of less-than-truckload goods as a licensed freight forwarder. In such cases, the provisions of Shockwave Cargo LLC D/B/A Encore Logistix’s bill of lading or warehouse receipt will apply as if issued to Customer.

Customers are directed to Encore Logistix’s website for copies of these materials.

Customer shall comply with all applicable laws and government regulations of any country to, from, though, or over which its goods may be transported, including those pertaining to the packing, carriage, or delivery of the goods, and shall provide Shockwave Cargo LLC D/B/A Encore Logistix with any information required to comply with such laws and regulations. It is illegal to divert shipments covered by these terms and conditions in violation of U.S. or international law.

Customer warrants that the items are appropriately tagged, addressed, and packaged to withstand any mode of delivery envisioned. Customer, or any person or entity that originates and tenders Customer’s products for handling or transit, consents to a cargo inspection.

IA) LIABILITY FOR LOSS, DAMAGE, OR DELAY – LIMITATIONS

Shockwave Cargo LLC D/B/A Encore Logistix is not responsible for any loss, damage, or delay in delivery of products caused by a carrier or warehouse. Shockwave Cargo LLC D/B/A Encore Logistix may give preliminary notice of claim against a carrier or warehouse on behalf of the Customer for loss, damage, or delay, but recovery on such claims is limited by the conditions of the underlying contracts of carriage or storage.

For domestic air transportation, truck transportation, and warehousing, liability for damage is restricted to $0.50 per pound or $40 per item, whichever is less, unless otherwise specified in the contract of carriage or storage. For international air cargo, damage is restricted to 19 Special Drawing Rights per kilogram unless otherwise stipulated by applicable international accords.

Damages are limited to $500 per package or standard freight unit for water transport.

Shockwave Cargo LLC D/B/A Encore Logistix is not responsible for any loss, damage, or delay to products caused by acts of God, public authorities, strikes, labor disputes, weather, mechanical failures, civil commotion, acts of terrorism, risks incident to a state of war, acts or omissions of customs, or faults in the transported goods.

Shockwave Cargo LLC D/B/A Encore Logistix shall not be liable for any punitive or exemplary damages, nor for any special, incidental, or consequential damages, including lost revenue, profits, interest, or loss of market, regardless of whether Shockwave Cargo LLC D/B/A Encore Logistix knew or should have known that such losses could be suffered.

UNLESS OTHERWISE SPECIFIED, IT SHALL BE PRESUMED THAT THE VALUE OF CUSTOMER’S PRODUCTS DOES NOT EXCEED $0.50 PER POUND OR $40 PER ITEM, WHICHEVER IS LESS, AND CUSTOMER AGREES THAT SHOCKWAVE CARGO LLC D/B/A ENCORE LOGISTIX’S LIABILITY FOR ANY LOSS, DAMAGE, OR DELAY TO THE GOODS RESULTING FROM SHOCKWAVE CARGO LLC D/B/A ENCORE LOGISTIX’S NEGLIGENCE OR OTHER CUSTOMER MAY PAY ADDITIONAL FEES TO OBTAIN INSURANCE COVERAGE FOR PHYSICAL LOSS OR DAMAGE ABOVE THESE LIMITS BY INITIALING THE “I DO” SPACE IN 1B BELOW AND DECLARING THE ACTUAL REPLACEMENT VALUE OF THE GOODS IN ACCORDANCE WITH THE TERMS OF PARAGRAPH 1B BELOW.

CUSTOMER IS ENCOURAGED TO BUY FREIGHT INSURANCE OR TO INSTRUCT SHOCKWAVE CARGO LLC D/B/A ENCORE LOGISTIX TO BUY FREIGHT INSURANCE ON ITS BEHALF IF THE FOREGOING LIMITATIONS PRESENT UNACCEPTABLE RISKS TO CUSTOMER.

SHOCKWAVE CARGO LLC D/B/A ENCORE LOGISTIX WILL ONLY HONOR INSURANCE CLAIMS IF FEES ARE CHARGED AND PAID FOR INSURANCE COVERAGE ON THE SHIPMENT IN WHICH THE CLAIM OCCURRED.

1B) SERVICE FEES; DECLARATION OF VALUE – INSURANCE

Shockwave Cargo LLC D/B/A Encore Logistix will attain this insurance if requested by the Customer and initialed below. In such a case, Encore Logistix’s prices will include expenses for physical loss or damage insurance with a deductible of 5% of shipping value but no less than $750 or more than $2,500.

Note that the $2,500 deductible does not apply to shipments with a value greater than $100,000, in which case Shockwave Cargo LLC D/B/A Encore Logistix retains the right to increase the deductible and will inform the Customer.

Customer acknowledges that Shockwave Cargo LLC D/B/A Encore Logistix reserves the right to deny Customer’s request for insurance. Customer agrees if Shockwave Cargo LLC D/B/A Encore Logistix accepts Customer’s request to procure insurance, to pay the fees to procure insurance in excess of Shockwave Cargo LLC D/B/A Encore Logistix’s limit of liability for physical loss or damage to the actual replacement value of the goods, and understands that failure to pay insurance fees will result in the cancellation of coverage. Prior to the date of shipping, Customer must inform Shockwave Cargo LLC D/B/A Encore Logistix in writing of the exact replacement value of each cargo it desires to insure; failure to do so will result in no insurance coverage.

FAILURE TO INITIAL BELOW WILL RESULT IN SHOCKWAVE CARGO LLC D/B/A ENCORE LOGISTIX NOT PROCURING INSURANCE FOR CUSTOMER.

I have reviewed and accepted the limitations on Shockwave Cargo LLC D/B/A Encore Logistix’s liability for loss, damage, or delay to items moved pursuant to this Agreement, and I DO wish Shockwave Cargo LLC D/B/A Encore Logistix to obtain insurance for Customer’s benefit against physical loss or damage.

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IC) CUSTOMER WARRANTIES; SHIPMENT INSPECTION

Customer warrants that it will not submit to Shockwave Cargo LLC D/B/A Encore Logistix for shipping, processing, or storage any shipments containing explosives, destructive devices, or dangerous materials. Client warrants that it will consider Shockwave Cargo LLC D/B/A Encore Logistix’s posted Customer Supply Chain Security Guidelines.

Customer consents to Shockwave Cargo LLC D/B/A Encore Logistix’s physical or other inspection of any shipment delivered to Shockwave Cargo LLC D/B/A Encore Logistix for transport, handling, or storage, including shipments in sealed packaging. Shockwave Cargo LLC D/B/A Encore Logistix reserves the right to refuse and return to Customer, at the Customer’s expense, any shipment sent to it in violation of the Customer’s warranties as stated in this Agreement.

Customer must not assert a claim against Shockwave Cargo LLC D/B/A Encore Logistix or any person or entity working on its behalf for any loss, damage, or delay resulting from an inspection. Customer shall defend and indemnify Shockwave Cargo LLC D/B/A Encore Logistix against any loss, damage, claim, or litigation originating from a breach of the Customer’s warranties as set out in this Agreement.

ID) NOTICE OF LOSS, DAMAGE, OR DELAY – PROMPT NOTIFICATION REQUIRED

Client commits to inspect its shipment upon receipt and report any loss or damage within 5 days for air or ground shipments and 3 days for ocean shipments. Each oral claim notification must be followed by a written claim notification. Customer acknowledges that Shockwave Cargo LLC D/B/A Encore Logistix will not be held liable for any loss or damage if written notice of damage is not supplied within 10 days of delivery or within 15 days of when the products should have been delivered in the case of loss. Client promises to monitor its cargo and notify Shockwave Cargo LLC D/B/A Encore Logistix immediately in writing of any delays.

Any notice of delay must be submitted in writing within five days of the Customer’s estimated delivery date. Customer agrees that notifying Shockwave Cargo LLC D/B/A Encore Logistix of a delay will not invalidate the limitation of liability stated in paragraph I.A. above.

IE) PAYMENT OF INVOICES REQUIRED PRIOR TO INVESTIGATION OF CLAIMS

Customer agrees that Shockwave Cargo LLC D/B/A Encore Logistix has no obligation to consider claims or assist Customer in filing such claims against carriers or warehousemen on Customer’s behalf if Customer has not paid Shockwave Cargo LLC D/B/A Encore Logistix’s fees for insurance coverage and Shockwave Cargo LLC D/B/A Encore Logistix’s invoices in full for the shipments in which the claim arose.

IF) LIEN ON INSURANCE PROCEEDS

Customer acknowledges that Shockwave Cargo LLC D/B/A Encore Logistix shall have a lien on any insurance proceeds issued as a result of loss, damage, or delay to Customer’s products in the amount of any outstanding invoices.

IG) ONE YEAR CLAIM EXPIRATIONS

Client acknowledges that any lawsuit initiated against Shockwave Cargo LLC D/B/A Encore Logistix must be filed within one year of the date of this Agreement or after the conclusion of the services, whichever is later. In the case of a delay or non-delivery, the scheduled delivery date will be considered the date services were finished for the purposes of calculating the one-year deadline.

PART (2) – PAYMENT TERMS AND CREDIT AGREEMENT

2A) PAYMENT GUARANTEED BY CUSTOMER

Client guarantees payment for any services done and transportation organized by Shockwave Cargo LLC D/B/A Encore Logistix on behalf of Customer.

2B) CUSTOMER BEARS RISK OF FOREIGN EXCHANGE FLUCTUATIONS

It is possible that cost estimates for Shockwave Cargo LLC D/B/A Encore Logistix’s services were derived using then-current currency rates. Real fees will reflect the exchange rate in effect at the time an invoice is generated.

2C) SERVICE FEES ON LATE PAYMENTS; ACCRUAL OF FEES

Customer undertakes to pay Shockwave Cargo LLC D/B/A Encore Logistix’s invoice(s) it’s in full prior to the first shipping date or C.O.D., whichever occurs first, unless otherwise agreed upon in writing by Shockwave Cargo LLC D/B/A Encore Logistix, and except when payment in advance is required by a carrier. Customer acknowledges that Shockwave Cargo LLC D/B/A Encore Logistix will be entitled to late fees equal to 1% of the unpaid balance for each month or part thereof beginning on the invoice date for any payments not received within ten days of the due date.

2D) ACCRUAL OF ATTORNEY’S FEES INCURRED IN COLLECTIONS

Customer agrees to pay Shockwave Cargo LLC D/B/A Encore Logistix’s reasonable attorney’s fees, costs, and other collection-related expenditures if Shockwave Cargo LLC D/B/A Encore Logistix determines that consultation with or retention of an attorney is necessary for collection.

2E) LIEN ON GOODS FOR UNPAID FEES

Customer and consignee, holder, or assignee on any bill of lading shall be jointly and severally liable for all outstanding costs for services rendered under the terms of this Agreement. In the event that Shockwave Cargo LLC D/B/A Encore Logistix is ordered to collect charges from a person or entity other than Customer, Customer shall remain liable for the charges and interest if Shockwave Cargo LLC D/B/A Encore Logistix is not paid.

SHOCKWAVE CARGO LLC D/B/A ENCORE LOGISTIX SHALL HAVE A LIEN ON ANY GOODS SHIPPED PURSUANT TO THIS AGREEMENT FOR DEFAULT TO PAY FEES ON CURRENT AND PREVIOUS SHIPMENTS, REGARDLESS OF CREDIT ARRANGEMENTS, OWED BY THE CUSTOMER, CONSIGNEE, HOLDER, OR ASSIGNEE ON ANY BILL OF LADING.

Customer agrees that Shockwave Cargo LLC D/B/A Encore Logistix’s lien remains in effect after the goods are delivered and until all charges are paid in full. Customer consents to sign any notice of a security interest in the form of a UCC-1 or any other form requested by Shockwave Cargo LLC D/B/A Encore Logistix. Customer appoints Shockwave Cargo LLC D/B/A Encore Logistix as its attorney-in-fact to sign any such notification if Customer fails to sign it immediately upon Shockwave Cargo LLC D/B/A Encore Logistix’s request.

2F) PERMISSION TO RECEIVE CREDIT INFORMATION

Customer grants Shockwave Cargo LLC D/B/A Encore Logistix permission to receive credit reports on Customer and any representatives designated in Customer’s Customer Agreement for Services and Credit, as well as credit and funding information from Customer’s bank or other references. It is understood that such credit information will be kept strictly confidential and used solely for Shockwave Cargo LLC D/B/A Encore Logistix’s business objectives. Customer undertakes to provide Shockwave Cargo LLC D/B/A Encore Logistix with any additional information that may be required for future credit extensions or to enable Shockwave Cargo LLC D/B/A Encore Logistix to perfect liens or to recover on any bond issued.

2G) DUTIES AND TAXES

Customer acknowledges that Customer is solely responsible for collecting, reporting, and paying any and all sales taxes, use taxes, excise taxes, customs duties, and other assessments on Customer’s goods, regardless of the role(s) performed by Shockwave Cargo LLC D/B/A Encore Logistix on Customer’s behalf and as may be required by applicable laws or imposed by governmental authorities.

In the event that a governmental authority imposes a tax, customs duty, or other assessment against Shockwave Cargo LLC D/B/A Encore Logistix regarding Customer’s goods, Customer shall promptly acknowledge and pay Customer’s obligation under this Agreement to the governmental authority and shall defend, hold harmless, and indemnify Shockwave Cargo LLC D/B/A Encore Logistix against such action and assessment.

PART (3) – SPECIAL POWER OF ATTORNEY

Customer authorizes the following export power of attorney in addition to the U.S. Customs Import Power of Attorney: Know all persons by these presents, that Customer is the U.S. Principal Party in Interest organized and doing business under the laws of the U.S. and having an office and place of business as indicated below hereby authorizes SHOCKWAVE CARGO LLC D/B/A ENCORE LOGISTIX  LLC d/b/a SHOCKWAVE CARGO LLC D/B/A ENCORE LOGISTIX  to act for and on its behalf with respect to export shipments. The USPPI confirms that all exportation-related statements and facts contained in the papers given to the authorized agent are and will be true and accurate.

The USPPI is aware that civil and criminal sanctions may be applied for making false or fraudulent claims or for violating any U.S. export laws or regulations. Customer shall defend and indemnify Shockwave Cargo LLC D/B/A Encore Logistix against any action or penalty by a governmental entity stemming from a breach of Customer’s export compliance requirements. This power of attorney shall remain in full force and effect until the USPPI gives written notice of revocation to the authorized agent.

PART (4) – CONTRACT TERMS AND TERMINATION; JURISDICTION

4A) AGREEMENT AND TERMINATION

This Agreement shall become effective upon both parties’ execution. Parts 1, 2, and 4 shall survive the expiration or termination of this Agreement for any reason. This Agreement shall be in effect until one party gives thirty days’ written notice of termination to the other. Customer undertakes to pay Shockwave Cargo LLC D/B/A Encore Logistix’s fees for all services and expenses incurred up to the time of termination immediately upon receipt of Shockwave Cargo LLC D/B/A Encore Logistix’s invoice if this Agreement is terminated. Shockwave Cargo LLC D/B/A Encore Logistix has the right to terminate this Agreement immediately following Customer’s breach for failure to pay Shockwave Cargo LLC D/B/A Encore Logistix’s fees.

UNDER THESE TERMS OF SERVICE AND ANY OTHER SHOCKWAVE CARGO LLC D/B/A ENCORE LOGISTIX PAPERS, THE PARTIES AGREE THAT A SCANNED, ELECTRONIC, OR FAXED SIGNATURE IS AS LEGALLY BINDING AS AN ORIGINAL SIGNATURE.

Customer acknowledges that the terms and conditions governing the provision of Shockwave Cargo LLC D/B/A Encore Logistix’s services are subject to change. Customer is encouraged to review the most recent terms and conditions, which are posted on Shockwave Cargo LLC D/B/A Encore Logistix’s website and are also available upon request.

Customer acknowledges that the terms and conditions posted on Shockwave Cargo LLC D/B/A Encore Logistix’s website on the day of a shipment will govern the parties’ responsibilities and apply to that shipment.

4B) APPLICABLE LAW AND FORM DETAILS

Insofar as not regulated by applicable federal statutes, the laws of the state of Connecticut shall govern the validity, interpretation, and performance of this Agreement, as well as all disputes and claims arising out of it. Customer agrees that Fairfield County, CT shall be the venue for any litigation arising out of the performance of this Agreement, whether brought by Customer or Shockwave Cargo LLC D/B/A Encore Logistix.

4C) EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER

As a federal contractor, Shockwave Cargo LLC D/B/A Encore Logistix complies with provisions requiring equal employment opportunity. Please access the Equal Employment Opportunity Clause on Encore Logistix’s website for additional information.

4D) FORM AS AGREEMENT SUPERSEDES OTHERS

These conditions constitute the entirety of the Agreement between Customer and Shockwave Cargo LLC D/B/A Encore Logistix. If the provisions of this Agreement differ significantly from the terms of the Customer’s order or other information submitted to Shockwave Cargo LLC D/B/A Encore Logistix, the terms of this Agreement shall prevail.