The Terms and Conditions set forth shall apply to and govern all interstate and intrastate shipments arranged by American Bear Logistics Corp. and services provided by American Bear Logistics Corp. (“ABL”) :

1. Definitions:
          1.1. “ABL” means American Bear Logistics, Inc.
          1.2. “Payor” shall mean the person responsible for payment of ABL’s transportation charges.
                    1.2.1. “Customer” shall mean the consignor, the person that initiates a shipment arranged by ABL, the person that benefits from the transportation services, and the owner of legal or equitable title to the goods arranged to be transported by ABL.
                    1.2.2. As used herein, the term “Transportation” shall include but not be limited to, line-haul, loading and unloading, palletizing, sorting, storage, empty return, lumper services, detention, accessorials, pallet fees, fuel surcharges, and pickup and delivery services.

2. Payment of Charges:
          2.1 ABL’s Transportation charges shall be paid in full within thirty (30) days of receipt of ABL’s invoice. In the event payment is not made within thirty (30) days of the date of ABL’s invoice, ABL shall be entitled to interest at the rate of 1.5% per month on such amounts remaining unpaid, or the maximum legal rate of interest, whichever is lower.
          2.2 Payor agrees that it shall not setoff or deduct any amounts due to ABL for Transportation charges for any reason including, but not limited to, for cargo claims Customer or any third party may assert against ABL or the third-party service provider.
          2.3 Payor and Customer agree that Payor and/or Customer shall notify ABL of any disagreement it has with any amount invoiced by ABL for transportation charges no later than Sixty (60) days of receipt of ABL’s invoice. Payor and Customer waive any objection to the amount invoiced if ABL does not receive a written statement setting forth any disagreement with the amount invoiced, within the time allotted herein.
          2.4 In any action for the recovery of any charges due to ABL under this Agreement, ABL shall be entitled to recover all expenses incurred by ABL including, but not limited to, ABL’s reasonable attorneys’ fees.

3. Liability for Cargo Loss and Damage:
          3.1 Ocean Shipments: Where ABL operates as an NVOCC, ABL’s liability for claims for cargo loss, damage, theft, destruction, contamination, spoilage, delay, or other injury to property on the inbound ocean shipments, including but not limited to, the inland portion thereof, shall be governed by the Carriage of Goods by Sea Act (“COGSA”). Unless Customer purchases excess liability in strict compliance with the terms set forth in Section 3.4 below, ABL’s liability for any cargo loss, damages, theft, destruction, contamination, spoilage, or other injury to property shall not exceed $500 per package.

          3.2 Other Shipments. Unless Customer purchases excess liability in strict compliance with the terms set forth in Section 3.4 below, for any other shipment, ABL’s liability for any cargo loss, damage, theft, destruction, contamination, spoilage, or other injury to property shall not exceed the lesser of the following:
                     3.2.1 $.50 per pound; or
                     3.2.2 $500.00.       

          3.3 IF CUSTOMER DESIRES FOR ABL TO PURCHASE LIABILITY LIMITS IN EXCESS OF THOSE DESCRIBED IN SECTIONS 3.1 or 3.2, CUSTOMER MUST COMPLY WITH THE FOLLOWING PROVISIONS:
                     3.3.1 Customer must notify ABL, in writing, no less than forty-eight hours prior to pickup of the shipment for transportation (1) stating that the Customer wishes for ABL to obtain liability limits in excess of those described in Section 3.1 or 3.2, (2) specifically identifying the freight subject to higher liability limits or full value, and (3) identifying the value of the shipment.
                     3.3.2 In no event shall a transportation service provider arranged by ABL be liable for more than the actual value of the goods.
                     3.3.3 ABL DOES NOT AGREE AND SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR CONSEQUENTIAL DAMAGES ARISING FROM FREIGHT LOSS, DAMAGE, OR DELAY, REGARDLESS OF NOTICE.
                     3.3.4 In the absence of an agreement to the contrary, the Payor may not withhold payment on ABL’s invoices pending resolution of outstanding freight loss, damage, or delay claims. To the extent Payor wrongly withholds payment of ABL’s charges in derogation of this Section 3, Payor agrees to pay ABL all reasonable attorneys’ fees incurred by ABL in pursuing collection of said freight charges due to ABL.

          3.4 Claims Procedure and Limitation of Action: (A) Unless a specific statute or international convention requires otherwise, as a mandatory and non-waiveable condition precedent for filing suit and a condition precedent to any recovery, claims for freight loss, damage, or delay must be filed in writing and received by ABL within 60 days of the event giving rise to the claim. For any shipment governed by the Federal Carmack Amendment, all such claims shall be filed within nine (9) months of the date of delivery, or date of scheduled delivery in the event of non-delivery. All such claims must identify the shipment involved, must assert liability for a specified amount of money, must be supported by copies of the bill(s) of lading, delivery receipt(s), must include invoices or other documents substantiating the claim amount, and must provide such other and further information necessary for ABL to present to the transportation service provider that transported the shipment. (B) For claims arising out of ocean shipments on which ABL arranges for transportation and for claims arising out of air shipments on which ABL arranges transportation by a motor vehicle as part of a continuous movement, any civil action shall be brought no later than one (1) year from the date of the loss. Any other civil action against ABL seeking damages for injury to cargo shall be filed no later than two (2) years from the date ABL provides written notice that ABL has disallowed any part of the claim specified in the claimant’s notice of claim.

4. Free Time: On each separate shipment, one (1) hour free time is allowed in the aggregate for all stops.

5. Detention: When, due to no fault, negligence, or disability of ABL, the loading or unloading of freight or the pick up or delivery of any container is delayed beyond the Free Time, Payor and Customer agree to be responsible for detention at the rate of $80.00 for each (30) minute duration, or fraction thereof. Time consumed in loading or unloading shall commence from the time of arrival of a motor carrier’s vehicle at the location of the facility and shall cease upon a signature being given by the facility upon completion of unloading, or the signing by the consignee’s representative on the shipping documents acknowledging receipt.

6. Consent to Jurisdiction / Venue: By utilizing ABL’s services Payor and Customer consent to the personal jurisdiction of the State and Federal Courts of Illinois, and the State and Federal Courts encompassing DuPage County, Illinois shall be the exclusive venue for filing all civil actions arising out of the transportation services performed, or to be performed, or arranged by ABL.

7. Choice of Law: The transportation provided by ABL is performed pursuant to the statutes and laws of the United States and the State of Illinois and the laws of the State of Illinois shall govern the interpretation and performance of these terms to the extent that Federal law does not so govern.

8. Hazardous Materials: ABL will not accept or arrange for the transportation of hazardous materials of any kind. The Customer shall not tender hazardous materials to ABL or any transportation service provider arranged by ABL for any purpose whatsoever. To the extent ABL inadvertently accepts or arranges for the transportation of hazardous material, the Customer, Payor, and all other persons listed on the bill of lading or other shipping documents shall fully and completely indemnify, defend, and hold ABL and any transportation service provider harmless from any and all losses, damages, and expenses, including reasonable attorney’s fees, hereinafter incurred and against any actions and claims made caused by or arising out of the transportation of said hazardous materials.

9. Packaging and Labeling by Shipper: For all transportation provided hereunder, Customer certifies that all shipments tendered to ABL or any transportation service company arranged by ABL will be packaged securely, properly labeled, and properly described on a bill of lading or similar shipping document. Neither ABL nor any transportation service company arranged by ABL shall not be responsible for any loss, damage, penalty, or fine that may be caused by the any party’s failure to properly package and label the shipment, or from the any party’s failure to provide ABL or any transportation service company arranged by ABL with the complete and accurate bill of lading or other shipping document. The Customer agrees to indemnify and hold ABL and any transportation service company arranged by ABL harmless from all damages, costs, claims, fines, and expenses (including attorneys’ fees) incurred by ABL and any transportation service company arranged by ABL as a result of loss, damage, or delay to cargo, or injuries to third parties, caused by improper crating, labeling, or packaging.

10. Prohibited Items and Items of Extraordinary Value: The following property will not be accepted for shipment by ABL or any transportation service company arranged by ABL: Alcoholic Beverages, Jewelry, Animals, Letters, Articles of Extraordinary Value, Mobile Telephones, Museum Exhibits or Articles of Antiquity, Asbestos, Notes, Bank Bills, Original Works of Art, Coins, Money, Postage Stamps, Currency, Precious Stones, Deeds, Revenue Stamps, Drafts, Guns and ammunition, Tickets, Fireworks, Tobacco and Tobacco Products, Hazardous Materials and Hazardous Waste, Household Goods and Video gaming machines.
           Customer agrees to defend, indemnify, and reimburse ABL and any transportation service company arranged by ABL for any physical harm, expenses (including reasonable attorneys’ fees), fines, damage, or liability that results in any way from the transportation of any prohibited or restricted article as identified above.
           As used herein, Articles of Extraordinary Value shall include commodities and/or items tendered for transportation with an invoice value exceeding $100,000.00 per truckload shipment.

11. Stop in Transit / Refusal of Delivery:
          11.1 If the cargo is stopped and held in transit upon the request of the Customer or other party entitled to make such request, or if the Consignee refuses the shipment tendered for delivery, or if a transportation service provider arranged by ABL is unable to deliver a shipment because of a fault or mistake of the Customer, Customer’s principal, or their agents, and ABL is forced to store the cargo, ABL’s liability shall then become that of a warehouseman. ABL will promptly attempt to provide notice, by telephone or e-mail, to the Customer or other party designated to receive notice. Storage charges in the amount of $0.25/kg (Min. $250) per day shall start commencing on the next business day.
          11.2 If, ABL provides storage in the event of a rejection of a shipment at destination, ABL will provide notice of such rejection advising that if ABL does not receive disposition instructions within 10 days of that notification, ABL may offer the shipment for sale at a public auction or through other commercially reasonable sale of the cargo, and ABL shall have the right to offer the cargo for sale. The proceeds from such sale will be applied to ABL’s invoice, storage, attorneys’ fees, costs of sale, and other reasonably related charges. If there is a balance remaining after all charges and expenses (including reasonable attorneys’ fees) such balance will be paid to the owner thereof, upon claim and proof of ownership. When perishable goods cannot be delivered and disposition is not given within a reasonable time, ABL may dispose of such perishable property to the best advantage. The Payor and Customer will be responsible for the balance of charges not covered by the sale of the goods.

12. Indemnity: Customer shall indemnity, defend, and hold harmless ABL, its officers, directors, employees, drivers, successors, and assigns (“Indemnified Parties”) from any and all liabilities, fines, judgments, claims, and expenses (including reasonable attorneys’ fees) resulting in personal injury, death, loss or destruction of property, or consequential and other damages arising out of a material breach of this Agreement by Customer or caused by the negligence of Customer, its principal, its employees, agents, or representatives.

13. General Lien: ABL shall have a general, continuing lien on any and all property and documents relating to the services provided to or at the request of Customer coming into the possession, custody, or control of ABL, for all charges, expenses, or advances owed to ABL with regard to the shipment on which the lien is claimed, prior shipments, or both.

14. Force Majeure: ABL shall not be responsible for losses, damages, delays, fines, or expenses arising in whole or in part from circumstances beyond the control of ABL including but not limited to (a) Acts of God, including but not limited to flood, earthquake, storm, tornado, or other natural disaster; (b) war, civil unrest, hijacking or terrorism; (c) embargoes; (d) pandemics; (e) labor strikes or lockouts; and (f) acts of any governmental body precluding or inhibiting the ability of ABL to provide the contracted-for service.